SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                         FORM 10-KSB

       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF
             THE SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended September 30, 2000


             Commission File Number   000-24355
                WebQuest International, Inc.
    (Exact name of small business issuer 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, including Zip Code)

                               775-782-0350
                     (Registrant's telephone number,)

Securities registered pursuant to Section 12(g) of the
Exchange Act:
                     Common Stock, $.001 par value

Check whether the issuer (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 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      [ ]

Check if there is no disclosure of delinquent filers pursuant  to
Item  405  of  Regulation S-B contained  in  this  form,  and  no
disclosure  will  be  contained,  to  the  best  of  registrant's
knowledge, in definitive proxy or any amendment to this Form  10-
KSB.  ( )

State   issuer's  revenues  for  its  most  recent  fiscal  year:
$22,127.00

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price  at  which  the
stock was sold, or the average bid and asked price of such stock,
as of a specified date within the past 60 days.

     Based on the closing price of the common stock quoted on the
OTC  Bulletin  Board as reported on December 22, 2000  ($.56  per
Share), the aggregate market value of the 6,572,462 shares of the
common  stock held by persons other than officers, directors  and
parties  known to the registrant to be the beneficial  owner  (as
that  term  is  defined  under the rules of  the  Securities  and
Exchange  Commission) of more than five per cent  of  the  Common
Stock  on  that date was $3,685,059.  By the foregoing statement,
the  Registrant  does  not  intend to imply  that  any  of  these
officers,  directors or beneficial owners are affiliates  of  the
Registrant  or  that  the  aggregate market  value,  as  computed
pursuant  to rules of the Securities and Exchange Commission,  is
in  any way indicative of the amount which could be obtained  for
such shares of common stock of the Registrant.

       As of December 22, 2000 there were 9,610,283 shares of the
issuer's Common Stock, $.001 par value, outstanding.



<PAGE>



                            WEBQUEST INTERNATIONAL, INC.
                                      INDEX

                                Table of Contents
                                Part I

Item 1.   Description of Business .................................. 3
Item 2.   Description of Property ...................................5
Item 3.   Legal Proceedings .........................................5
Item 4.   Submission of Matters to a Vote of  Security  Holders .....5

                               Part II

Item 5.   Market for Common Equity and Related  Stockholder Matters .5
Item 6.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations .....................9
Item 7.   Financial Statements .....................................12
Item 8.   Changes In and Disagreements with Accountants on
            Accounting and Financial Disclosure ....................41

                              Part III

Item 9.   Directors, Executive Officers, Promoters and Control
            Persons; Compliance with Section 16(a) of the Exchange
            Act ....................................................42
Item 10.  Executive Compensation ...................................44
Item 11.  Security Ownership of Certain Beneficial Owners and
            Management..............................................47
Item 12.  Certain Relationships and Related Transactions ...........49
Item 13.  Exhibits and Reports on Form 8-K .........................49


                        FORWARD LOOKING STATEMENTS

          WebQuest  International, Inc. (the "Company",  "we"  or
"us")  cautions readers that certain important factors may affect
our  actual  results  and  could cause  such  results  to  differ
materially from any forward-looking statements that may have been
made  in  this Form 10-KSB or that are otherwise made  by  or  on
behalf  of us. For this purpose, any statements contained in  the
Form  10-KSB  that are not statements of historical fact  may  be
deemed  to  be  forward-looking statements. Without limiting  the
generality  of  the  foregoing, words such  as  "may,"  "expect,"
"believe," "anticipate," "intend," "could," "estimate," "plan" or
"continue" or the negative other variations thereof or comparable
terminology  are intended to identify forward-looking statements.
Factors  that may affect our results include, but are not limited
to, our limited history of non-profitability, our dependence on a
limited  number  of  customers and key personnel,  the  need  for
additional financing and our dependence on certain industries. We
also subject to other risks detailed herein or detailed from time
to   time  in  our  filings  with  the  Securities  and  Exchange
Commission.



<PAGE>



                                  PART-I

ITEM 1.  DESCRIPTION OF BUSINESS

Background

     WebQuest International, Inc., was originally incorporated in
Nevada  on November 6, 1996 as iPONG International, Inc., and  is
the successor by merger with WebQuest International, Inc., a Utah
corporation formerly known as Phaser Enterprises, Inc., in  April
1997.  Prior to April 1997, Phaser had no operations for  several
years.   The  purpose of these mergers was to merge  WebQuest,  a
privately   held  corporation,  with  Phaser,  a  publicly   held
corporation and have WebQuest become the surviving entity.

      There  have  been  no bankruptcies, receiverships,  similar
proceedings or purchase or sale of a significant amount of assets
not in the ordinary course of our business.

      Our  present  business is the development and marketing  of
several  games  on  the  Internet.  We currently  derive  nominal
amounts  of  revenue  from  the  sale  of  advertising   on   our
www.ipong.comTM, www.freehoroscopes.com, www.winbridge.comTM  and
www.chessed.com Internet sites. We plan to start generating  user
fees   on   our  www.winbridge.com  bridge  site   and   on   our
www.chessed.com  site starting in early 2001.  We  also  plan  to
start up an on-line poker site, www.horseshoepoker.comTM in early
2001  and  started  leasing our MillionDollarPullTM  software  in
November 2000.  We are also test marketing for-pay tournaments on
our www.ipong.com site.

Competition

   We  will encounter intense competition in all aspects  of  our
existing  and  proposed business and will compete  directly  with
other  companies, a significant number that have greater  capital
and  other resources and longer operating histories than us.  Our
current   direct   competitors   include   the   Internet   sites
games@yahoo.com,     pogo.com,    gamesville.com,     uproar.com,
bignetwork.com and itsyourturn.com.

   Games@yahoo.com  is  affiliated with  Yahoo!,  Inc.,  a  well-
financed  and  profitable Internet Portal Company.   Their  focus
appears  to  be  with board games (chess, checkers,  backgammon),
crossword  puzzles,  card  games  (blackjack,  bridge,   canasta,
cribbage, hearts, pinochle, poker, spades, etc.) and sports games
like baseball, football, basketball, golf, hockey and soccer.  We
believe games@yahoo.com is a formidable competitor.

   We  believe  that pogo.com was initially financed by  Kleiner,
Perkins,  Caufield and Byers in 1995 and that  they  continue  to
receive  financing  from  firms that include  Goldman  Sachs  and
Robertson,  Stephens  &  Company.  Their Internet  site  includes
board   games  (backgammon,  checkers  and  chess),  word   games
(crossword  puzzles, jumbler, sports crossword and word  search),
Keno,  various arcade games, trivia games, bingo and  card  games
(bridge, hearts, solitaire and spades).  We believe pogo.com is a
formidable competitor.

   Gamesville.com,      uproar.com,      bignetwork.com       and
itsyourturn.com  appear  to  have  Internet  games   similar   to
games@yahoo.com and pogo.com.  Competition in the  Internet-based
games  business  is highly competitive and we  anticipate  it  to
become more competitive in the future.




<PAGE>



License To Use Name

     We entered into a non-exclusive License Agreement on July 3,
1997, with Atari-JTS Corp ("Atari"), a Delaware Corporation  that
owns the software, programs, trade names, trademarks, promotional
material,  and  intellectual property  for  PONGc's  use  on  the
Internet.  Hasbro, Inc. subsequently purchased Atari and  is  now
the  licensor.   The  agreement has a five year  term,  which  is
renewable for an additional five year period, if minimum  royalty
fees  are at least $400,000.00 over the initial five year period,
and  allows  us to license and use the game (Pong) in  connection
with  our  www.ipong.com  website on a non-exclusive  basis.   As
consideration  for this agreement we paid a $5,000 non-refundable
execution  of agreement fee.  We also agreed to pay  a  quarterly
1/10 of one-cent ($.001) royalty fee for each player who accesses
Pong; with a base amount of $5,000 per quarter to the Company  if
the  number  of  Pong players fails to exceed 5,000,000  in  each
quarter.   To  date, we have been paying the $5,000 minimum  each
three months.

Government Regulation

      We  hold  no registered patents, trademarks, franchises  or
concessions nor are we subject to any labor contracts.   We  have
filed  for U.S. service mark protection for our winbridge, ipong,
horseshoepoker  and  MillionDollarPull  products  and  anticipate
these service marks to become effective in 2001.

      We  are not currently subject to direct regulation  by  the
Federal Communications Commission or any other agency, other than
regulations  applicable to businesses generally.  We are  subject
to rules and regulations concerning games and sweepstakes, and we
have consulted with the appropriate attorneys to insure we are in
compliance with such rules and regulations.

      It is possible that some aspects of our for-pay tournaments
could  be illegal in certain states.  We have blocked out  people
in  nine states from playing our ipong for-pay tournaments, as we
believe  these tournaments are probably not legal in  these  nine
states.    Blockage  consists  of  informing  people,  prior   to
registering for our tournaments, that it is probably illegal  for
them to play in certain states and that no prizes will be awarded
to residents of these nine states.

       We  plan  to  block residents of the U.S. and Canada  from
gambling at our online poker site when it opens.

      Changes  in  the  regulatory environment  relating  to  the
Internet advertising or rights of privacy, could have an  adverse
effect  on our business.  We cannot predict the impact,  if  any,
that  future  regulation or regulatory changes may  have  on  our
business.

     The last three fiscal years have been dedicated primarily to
product  research  and development.  We plan  to  launch  several
revenue-generating games on the Internet during fiscal 2001.

       We   have   not  incurred  any  expense  associated   with
environmental law compliance and do not expect to do so.

      We  currently employ 23 people, all of whom are  full-time.
From time to time we also utilize independent contractors.




<PAGE>



ITEM 2.  DESCRIPTION OF PROPERTY

     We currently lease approximately 3,200 square feet of office
space in Minden, Nevada from a non-affiliated party for $3,665.00
per  month  for our corporate headquarters.  The lease is  signed
for three years.  The utilized premises are in excellent physical
condition.

ITEM 3. LEGAL PROCEEDINGS

      We  are  not involved in any legal proceedings as  of  this
date.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No  matters  were  submitted to a vote by Security  Holders
during the last quarter of this fiscal year.


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our  Common  Stock  began trading on the  NASD's  Over  The
Counter  Bulletin Board market in February 1999 under the trading
symbol  "WEBQ".  The following table sets out the  high  and  low
trade prices of our stock for the periods indicated.

                                      High  Price         Low Price

First Quarter ended 12/31/99            $5.25               $1.00

Second Quarter ended 3/31/00            $4.06               $2.00

Third Quarter ended 6/30/00             $3.25                $.63

Fourth Quarter ended 9/30/00            $1.03                $.44



      There were approximately 400 shareholders of Company  Stock
on  December 22, 2000 that owned the 9,610,283 shares  of  common
stock  that were issued and outstanding.  Our transfer  agent  is
American Registrar & Transfer Co., 342 East 900 South, Salt  Lake
City, Utah 84111.

      We have never paid dividends on our common stock and we  do
not  expect  to pay dividends in the future, but rather  plan  to
retain any earnings for expanding our business.





Recent Sales of Unregistered Securities

          We issued 85,000 shares of common stock during the year
for  a 504 offering recorded and accounted for in the prior year.
These shares of common stock were issued to investors pursuant to
the  exemptions from




<PAGE>



registration requirements of the  Securities Act provided by
Section 4(2) thereof.

     We  issued 3,431,300 shares of common stock during the  year
for  gross  proceeds of $4,289,125.  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 investors pursuant to the exemptions from registration
requirements  of  the  Securities Act provided  by  Section  4(2)
thereof.

     We  issued  a stock warrant to a consultant to purchase  500
shares  of  common stock at $1.00 per share during October  1999.
This  stock  warrant was issued pursuant to the  exemptions  from
registration  requirements  of the  Securities  Act  provided  by
Section 4(2) thereof.

     We issued a stock warrant, during November 1999, to purchase
100,000 shares of common stock at $2.00 per share to Frank Howard
as  partial  compensation  for  Director  services.   This  stock
warrant was issued to Mr. Howard pursuant to the exemptions  from
registration  requirements  of the  Securities  Act  provided  by
Section 4(2) thereof.

     We issued 95,500 shares of common stock, valued at $1.00 per
share,   during  the year as payments to several consultants  for
services  rendered. These shares of common stock were  issued  to
various  consultants pursuant to the exemptions from registration
requirements  of  the  Securities Act provided  by  Section  4(2)
thereof.

     We issued 400,000 shares of common stock to HomeSeekers.com,
Inc.  as consideration to cancel a 7% licensing royalty on future
revenues generated from our iPong technology, payment in full  of
a  note payable and accrued interest, and payment in full of  our
accounts   payable  to  HomeSeekers.com,  Inc.  for   programming
services through September 30, 1999. These shares of common stock
were  issued  to HomeSeekers.com, Inc. pursuant to the  exemption
from registration requirements of the Securities Act provided  by
Section 4(2) thereof.

     We  issued 58,600 shares of common stock as partial  payment
for  promotional  materials.  These shares of common  stock  were
issued  to  J.  Thomas Markham Company pursuant to the  exemption
from registration requirements of the Securities Act provided  by
Section 4(2) thereof.

     We issued stock warrants to a lender during the three months
ending  December  31, 1999 to purchase 30,000  shares  of  common
stock  at  $1.00 per share, as partial consideration to  lend  us
money  during  1999.   This  lender  exercised  15,000  of  these
warrants during March 2000 and purchased 15,000 shares.  We  also
issued this lender 30,000 shares of common stock during the  year
for  shares owed on two warrants exercised at $1.00 per share  in
July  1999.  These stock warrants and shares of common stock were
issued to this lender pursuant to the exemption from registration
requirements  of  the  Securities Act provided  by  Section  4(2)
thereof.

     We  issued  a stock warrant to a consultant during  December
1999  to  purchase 100,000 shares of common stock  at  $2.31  per
share.  This stock warrant was issued to this consultant pursuant
to the exemption from registration requirements of the Securities
Act provided by Section 4(2) thereof.




<PAGE>



      We  issued  a stock warrant to a lender to purchase  27,500
shares of common stock at $.87 per share during December 1999  as
partial consideration to lend us money during 1999.  This  lender
exercised  these  warrants, along with 10,000 other  warrants  at
$.87 per share, and purchased 37,500 shares during February 2000.
This stock warrant and the shares of common stock were issued  to
this   lender   pursuant  to  the  exemption  from   registration
requirements  of  the  Securities Act provided  by  Section  4(2)
thereof.

     We  issued 82,500 shares of common stock during the year  as
loan  incentives  pursuant to our $1.5 million  convertible  debt
offering  to  accredited debt holders. We also  issued  notes  to
these  holders totaling $1,025,000.  $62,500 of the notes,  along
with their accrued interest, were converted into 52,104 shares of
common  stock  at $1.25 per share.  The $962,500 balance  of  the
notes, along with accrued interest, were paid off in cash.  These
shares  of  common stock and notes were issued  pursuant  to  the
exemptions  from registration requirements of the Securities  Act
provided by Section 4(2) thereof.

      We  issued  a stock warrant to a consultant during  January
2000 for services rendered to purchase 500 shares of common stock
at  $3.00  per  share.  This stock warrant  was  issued  to  this
consultant   pursuant   to  the  exemptions   from   registration
requirements  of  the  Securities Act provided  by  Section  4(2)
thereof.

      We issued stock warrants to a marketing services vendor and
his  agent,  for  services to be rendered,  to  purchase  147,000
shares of common stock at $2.44 per share.  We also issued 11,200
shares  of  common stock to these two consultants  for  marketing
services  to be performed.  These stock warrants and shares  were
issued  to  these  consultants pursuant to  the  exemptions  from
registration  requirements  of the  Securities  Act  provided  by
Section 4(2) thereof.

      During  February  2000  we issued  a  stock  warrant  to  a
consultant to purchase 2,250 shares of common stock at $2.50  per
share.  This stock warrant was issued to this individual pursuant
to   the   exemptions  from  registration  requirements  of   the
Securities Act provided by Section 4(2) thereof.

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

     We  issued  10,000 shares of common stock during July  2000,
valued  at  $1.00  per  share,  as partial  consideration  to  an
individual, for the assets of the www.bridgepassion.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 36,588 shares of common stock during the year  as
partial  payment  for  services rendered to our  Chief  Financial
Officer and our Controller.  An additional 9,088 shares of common
stock  were  issued  to these employees for partial  compensation
subsequent to year-end.  These shares of common stock were issued
to   these  two  individuals  pursuant  to  the  exemptions  from
registration  requirements  of the  Securities  Act  provided  by
Section 4(2) thereof.




<PAGE>



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

     We  issued  stock  options during the year to  employees  to
purchase  6,106,938  shares  of common  stock  at  market  prices
ranging  from  $.44 per share to $9.00 per share.   2,721,668 of
these  options were cancelled during the year.  The options  vest
over  three  years and have lives of three years  after  vesting.
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  200,000 shares of common stock during the  year,
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.  We also issued stock warrants to this person,  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 shares and  stock  warrants  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  stock  warrants to our two  outside  directors,
during April 2000, 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.   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.

     During August 2000 we issued 3,572 shares of common stock at
$1.12  per share to a consultant for development services on  our
www.winbridge.com site.  These shares of common stock were issued
to  this  consultant pursuant to the exemptions from registration
requirements  of  the  Securities Act provided  by  Section  4(2)
thereof.

     We issued 75,000 shares of common stock in September 2000 to
a financial public relations firm as partial payment for services
to be rendered.  These shares of common stock were issued to this
consultant   pursuant   to  the  exemptions   from   registration
requirements  of  the  Securities Act provided  by  Section  4(2)
thereof.




Subsequent to September 30, 2000

     We  issued 22,561 shares of common stock to a consultant for
services rendered on our www.chessed.com site during October  and
November  2000. These




<PAGE>



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 5,000 shares of common stock during October  2000
to  our previous Vice President of Sales and Marketing as part of
his  severance package upon employment termination.  These shares
of common stock were issued to this previous employee pursuant to
the  exemptions from registration requirements of the  Securities
Act provided by Section 4(2) thereof.

     We  issued warrants to a financial public relations firm, in
October 2000, to purchase 200,000 shares of common stock at $1.25
per  share.   These shares of common stock were  issued  to  this
consultant   pursuant   to  the  exemptions   from   registration
requirements  of  the  Securities Act provided  by  Section  4(2)
thereof.

     During November 2000 we issued 80,497 shares of common stock
at  $.81 per share to a software development consulting firm that
developed  our ilovecasinogames.com and biddles.com  software  as
partial  payment  for these software products.  These  shares  of
common  stock  were  issued to this consultant  pursuant  to  the
exemptions  from registration requirements of the Securities  Act
provided by Section 4(2) thereof.


ITEM.   6  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-KSB 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  differences 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  and  forecasts, the possibility of  fluctuation  and
volatility  of  our  operating results and  financial  condition,
inability to carry out marketing and sales plans and loss of  key
executives, among other things.




<PAGE>




Results Of Operations


Revenue
                           2000           %CHANGE         1999
                           ----           -------         ----


Revenue                   $22,127            3%           21,523



      Revenues generated in 2000 and 1999 were derived  from  the
sale of advertising on our web sites.

Operating Expenses



                           2000           %CHANGE         1999
                           ----           -------         ----

Operating Expenses      $2,704,032          37%        $1,976,716


      Operating  expenses increased from $1,976,716  in  1999  to
$2,704,032  in 2000.  This represents an increase of $727,316  or
37%.   This increase was primarily due to additional programming,
management  and marketing personnel hired during fiscal  2000  to
develop  and  market  our  web sites.  Other  operating  expenses
experienced  increases  and decreases,  but  not  of  a  material
nature.

Other (Income) Expense

                           2000           %CHANGE         1999
                           ----           -------         ----



Other Expense             $69,889            96%         $35,628


     Net other expense for 2000 consisted of $149,907 of interest
expense  on  our convertible debt and $80,018 of interest  income
from  the cash we raised in our convertible debt and common stock
offerings to private accredited lenders and investors.  Net other
expense  for  1999 consisted primarily of a gain on the  sale  of
marketable securities of $14,743 and interest expense of $50,392.


Net Loss
                           2000           %CHANGE         1999
                           ----           -------         ----

Net        Loss        $2,751,794           38%         $1,990,821





<PAGE>



     Our net loss increased from $1,990,821 in 1999 to $2,751,794
in  2000  primarily due to an increase in employees hired  during
2000 to develop and market our web sites.


Liquidity and Capital Resources

     We have experienced negative cash flow from operations since
inception.   We  used  $2,145,798 to fund our  operations  during
fiscal  2000.   This  deficit was funded from $3,943,800  of  net
proceeds  from  the  sale of restricted common  stock  under  our
$5,000,000  private  equity offering to accredited  investors  at
$1.25 per share.

    We spent $151,052 for the purchase of fixed assets during the
year.  We spent $265,000 to acquire the www.chessed.com, the
www.winbridge.com, and the www.bridgepassion.com Internet sites.
We spent $115,000 to develop the www.ilovecasinogames.com and the
www.biddles.com Internet sites and our game member module.

   We received $825,000 during the year from our convertible debt
offering  and then paid back $1,031,475 of our convertible  debt.
The  balance  of our convertible debt was converted  into  common
stock during the year.

      Funds  are  currently being raised in a maximum  $2,250,000
private  offering  to accredited investors.  Product  development
and  marketing expenses are projected to be significant over  the
next  year.  There are no plans to purchase or sell any  physical
plant or significant equipment.  In order to continue operations,
we  may  need to raise additional capital by borrowing or selling
additional equity in our Company.

Need for Additional Capital

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

Uncertainty  of Product and Technology Development; Technological
Factors

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



<PAGE>



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

Challenges of Growth

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

Penny Stocks

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



ITEM. 7 FINANCIAL STATEMENTS





















                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                      FINANCIAL STATEMENTS

                   SEPTEMBER 30, 2000 and 1999




























<PAGE>


                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]




                            CONTENTS

                                                            PAGE

        Independent Auditor's Report                           1


        Balance Sheets, September 30, 2000 and 1999        2 - 3


        Statements of Operations, for the years ended
         September 30, 2000 and 1999 and from inception
         on November 5, 1996 through September 30,
         2000                                                  4


        Statement of Stockholders' Equity, from the date
         of inception on November 5, 1996 through
         September 30, 2000                                5 - 9


        Statements of Cash Flows, for the years ended
         September 30, 2000 and 1999 and from inception
         on November 5, 1996 through September 30,
         2000                                            10 - 12


        Notes to Financial Statements                    13 - 27









<PAGE>



                  INDEPENDENT AUDITOR'S REPORT



Board of Directors
WEBQUEST INTERNATIONAL, INC.
Minden, Nevada

We  have  audited  the accompanying balance  sheets  of  Webquest
International, Inc. [a development stage company] as of September
30,  2000  and  1999, and the related statements  of  operations,
stockholders' equity and cash flows for the years ended September
30,  2000  and 1999 for the period from inception on November  5,
1996 through September 30, 2000.  These financial statements  are
the    responsibility   of   the   Company's   management.    Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  Webquest  International, Inc. as of September  30,  2000  and
1999,  and  the results of its operations and its cash flows  for
the  years  ended September 30, 2000 and1999 and for  the  period
from  inception  through September 30, 2000, in  conformity  with
generally accepted accounting principles.

The accompanying condensed financial statements have been prepared
assuming the Company will continue as a going concern.  As
discussed in Note 13 to the financial statements, the company has
incurred substantial losses since its inception and has not yet
been successful in establishing profitable operations.  Further,
the Company may not have adequate working capital to complete its
business plans.  These factors raise substantial doubt about the
ability of the Company to continue as a going concern. Management's
plans in regards to these matters are also described in Note 13.
The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.



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

PRITCHETT, SILER & HARDY, P.C.


October 17, 2000
Salt Lake City, Utah



<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                            BALANCE SHEETS

                             ASSETS





                                              September 30,
                                         ________________________
                                             2000         1999
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $1,081,286   $    2,386
  Employee advances                           18,330          671
  Accounts receivable                         13,479        3,980
  Interest receivable                          6,882            -
  Prepaid expenses                           128,903            -
                                         ___________  ___________
        Total Current Assets               1,248,880        7,037
                                         ___________  ___________

PROPERTY AND EQUIPMENT, net                  944,315       53,846
                                         ___________  ___________
OTHER ASSETS:
  Refundable deposits                          6,362        3,201
                                         ___________  ___________
        Total Other Assets                     6,362        3,201
                                         ___________  ___________
                                          $2,199,557   $   64,084
                                         ___________  ___________























2
<PAGE>



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

                         BALANCE SHEETS

                           [Continued]

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                              September 30,
                                         ________________________
                                             2000         1999
                                         ___________  ___________
CURRENT LIABILITIES:
  Accounts payable                       $    77,823  $   204,530
  Notes payable - related parties             21,618      342,909
  Other accrued liabilities                   36,808      139,601
  Accrued dividends payable                        -       58,770
  Current portion - capital lease
   obligation                                      -        3,360
                                         ___________  ___________
        Total Current Liabilities            136,249      749,170
                                         ___________  ___________

CAPITAL LEASE OBLIGATION, less
 current portion                                   -        3,778
                                         ___________  ___________
STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value,
   5,000,000 shares authorized, no
   shares issued and outstanding                   -            -
  Common stock, $.001 par value,
   45,000,000 shares authorized,
   9,493,137 and 4,870,618
   shares issued and outstanding               9,493        4,871
  Capital in excess of par value           8,372,239    2,909,909
  Deficit accumulated during the
   development stage                      (6,318,424)  (3,567,530)
                                         ___________  ___________
                                           2,063,308     (652,750)

  Less: Receivable stock
         subscription                              -      (36,114)
                                         ___________  ___________
        Total Stockholders' Equity
         (Deficit)                         2,063,308     (688,864)
                                         ___________  ___________
                                         $ 2,199,557  $    64,084
                                         ___________  ___________
















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



3
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                    STATEMENTS OF OPERATIONS


                                     For the          From Inception
                                   Years Ended        on November 5,
                                  September 30,        1996 Through
                            _________________________  September 30,
                                2000         1999         2000
                            ____________ ____________  ____________

REVENUE                     $     22,127 $     21,523  $     43,650
                            ____________ ____________  ____________

EXPENSES:
  Development,
   Administrative,
     and Marketing             2,704,032    1,954,606     5,913,887
  Compensation expense
   recorded in accordance
   with APB 25 for stock
   options issued below
   market value                        -       22,110       295,423
                            ____________ ____________  ____________
        Total Expenses         2,704,032    1,976,716     6,209,310
                             ___________ ____________  ____________
LOSS FROM OPERATIONS          (2,681,905)  (1,955,193)   (6,165,660)
                            ____________ ____________  ____________
OTHER INCOME (EXPENSE):
  Gain on sale of
   marketable securities               -       14,743        25,106
  Interest expense              (149,907)     (50,392)     (206,039)
  Interest income                 80,018           21        80,039
                            ____________ ____________  ____________
        Total Other Income
          (Expense)              (69,889)     (35,628)      (94,894)
                            ____________ ____________  ____________

LOSS BEFORE INCOME TAXES      (2,751,794)  (1,990,821)   (6,260,554)

CURRENT TAX EXPENSE                    -            -             -

DEFERRED TAX EXPENSE                   -            -             -
                            ____________ ____________  ____________

NET LOSS                    $ (2,751,794)$ (1,990,821) $ (6,260,554)

LESS:  PREFERRED DIVIDEND
  REQUIREMENTS                       900      (27,991)      (57,870)
                            ____________ ____________  ____________
NET LOSS APPLICABLE TO
  COMMON STOCKHOLDERS       $ (2,750,894)$ (2,018,812) $ (6,318,424)
                            ____________ ____________  ____________

LOSS PER COMMON SHARE       $       (.36)$       (.45) $      (1.38)
                            ____________ ____________  ____________




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



4
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                   THROUGH SEPTEMBER 30, 2000

                                                                  Deficit
                                                                 Accumulated
                    Preferred Stock  Common Stock       Capital   During the
                    _______________ _____________      in Excess  Development
                    Shares   Amount   Shares   Amount  Par Value   Stage
                    _______  _______  _______  _______  _________ ___________

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

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

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

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

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

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

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

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

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

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

Issuance of
 126,943 shares
 preferred and
 common stock
 for non-cash
 consideration,
 July, 1999 at
 $1.00 per
 share              126,943      127  126,943      127    253,632           -




5
<PAGE>



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

                STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                   THROUGH SEPTEMBER 30, 2000

                           [Continued]

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

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

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

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

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

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

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

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

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



6
<PAGE>



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

                STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                   THROUGH SEPTEMBER 30, 2000

                           [Continued]

                                                                  Deficit
                                                                 Accumulated
                    Preferred Stock  Common Stock       Capital   During the
                    _______________ _____________      in Excess  Development
                    Shares   Amount   Shares   Amount  Par Value   Stage
                    _______  _______  _______  _______  _________ ___________

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

Shares issued due
 to rounding             -         -       19        -          -         -

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

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

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

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

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

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

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

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

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

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

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



7
<PAGE>



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

                STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                   THROUGH SEPTEMBER 30, 2000

                           [Continued]


                                                                  Deficit
                                                                 Accumulated
                    Preferred Stock  Common Stock       Capital   During the
                    _______________ _____________      in Excess  Development
                    Shares   Amount   Shares   Amount  Par Value   Stage
                    _______  _______  _______  _______  _________ ___________

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

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

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

Shares issued in
 private placement
 for cash at $1.25
 per share net of
 $345,325 stock
 offering cost.          -        - 3,431,300    3,431 3,940,369          -

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

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
 warrants exercised
 in previous year at
 $1.00 per share         -       -     30,000      30     29,970          -

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         -



8
<PAGE>



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

                STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                   THROUGH SEPTEMBER 30, 2000

                           [Continued]

                                                                  Deficit
                                                                 Accumulated
                    Preferred Stock  Common Stock       Capital   During the
                    _______________ _____________      in Excess  Development
                    Shares   Amount   Shares   Amount  Par Value   Stage
                    _______  _______  _______  _______  _________ ___________

Shares issued for
 loan incentives
 valued at $103,125
 or $1.25 per share       -      -     82,500      83     103,042         -

Shares issued for
 non-cash consideration
 including services
 valued at $248,517.
 Prices range from
 $.812 to $3.00 per
 share.                   -      -    280,460     280     248,237         -

Shares issued in
 connections with the
 acquisition of a
 website,
 (bridgepassion.com)
 at $1.00 per share,
 July 2000                -      -    10,000       10       9,990         -

Stock subscription
 receivable cancelled     -      -         -        -      (9,114)        -

Cancellation of
 preferred dividends
 for period ending
 September 30, 2000       -      -         -        -           -       900

Net loss for the
 year ended September
 30, 2000                 -      -         -        -           - (2,751,794)
                    _______  _______  _______  _______  _________ ___________

BALANCE, September
 30, 2000                 -  $   -  9,493,137  $ 9,493 $8,372,239$(6,318,424)
                    _______  _______  _______  _______  _________ ___________






















  The accompanying notes are an integral part of this financial
   statement.



9
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS

        Increase [Decrease] in Cash and Cash Equivalents

                                       For the Years       From Inception
                                           Ended           on November 5,
                            ______________________________  1996 Through
                             September 30,    September 30,  September 30,

                                2000            1999             2000
                           _______________ ________________ _______________
Cash Flows from Operating
 Activities:
 Net loss applicable to
  common stockholders     $    (2,750,894) $    (2,018,812) $    (6,318,424)
 Adjustments to reconcile
  net loss to net cash
  used by operating
  activities:
   Depreciation and
   amortization                   235,583          941,515        1,355,636
   Gain on sale of Market
   Securities                           -          (14,743)         (28,106)
   Stock issued for services
   and goods                      248,517          300,407          498,509
   Loan incentive expense         103,125                -          103,125
   Loss on Contract Settlement    192,700                -          192,700
   APB 25 compensation recorded
   for stock options issued below
   market value                         -            28,610         416,159
   Changes in assets and
    liabilities:
     (Increase) in employee
      advances                    (17,659)             (413)        (18,330)
     (Increase) in accounts
      receivable                   (9,499)           (3,980)        (13,479)
     (Increase) in prepaid
      expenses                   (128,902)                -         (74,885)
     (Increase) in interest
      receivable                   (6,883)                -          (6,883)
     Increase(Decrease) in accounts
      payable                    (126,707)          133,416          77,823
     (Increase) in
      advances - related parties        -            (6,500)              -
     Increase in accrued
      liabilities                  54,821            38,612         212,340
                           _______________ ________________ _______________
     Net Cash (Used) by
      Operating Activities     (2,145,798)         (601,888)     (3,597,832)
                           _______________ ________________ _______________

Cash Flows from Investing
 Activities:
 (Increase) Decrease in
  refundable deposits              (3,161)             550          (6,362)
 Purchase of equipment           (151,052)          (8,486)       (114,062)
 Purchase of websites            (380,000)               -        (380,000)
 Purchase of software
  licensing rights                      -                -        (300,000)
 Proceeds from marketable
  securities sales                      -          206,629         276,992
                           _______________ ________________ _______________
     Net Cash Provided
     (Used) by Investing
     Activities                  (534,213)         183,950        (523,432)
                           _______________ ________________ _______________

Cash Flows from Financing
 Activities:
 Proceeds from notes payable      825,000          371,327       1,324,827
 Payments on notes payable     (1,031,475)         (46,000)     (1,188,393)
 Payments on capital lease
  obligation                       (7,138)          (2,419)         (9,889)
 Proceeds from preferred stock
  issuance                              -                -         344,750
 Proceeds from common stock
  issuance                      4,033,424           50,000       4,733,385
 Dividends declared (cancelled)      (900)               -          57,870
                           _______________ ________________ _______________
     Net Cash Provided by
      Financing Activities      3,818,911          400,899       5,262,550
                           _______________ ________________ _______________
Net Increase (Decrease) in
 Cash                           1,078,900           (2,296)      1,081,286
Cash at Beginning of Period         2,386            4,682               -
                           _______________ ________________ _______________
Cash at End of Period      $    1,081,286  $         2,386  $    1,081,286
                           _______________ ________________ _______________



10
<PAGE>



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

                    STATEMENTS OF CASH FLOWS

                           [Continued]

                                      For the Years        From Inception
                                         Ended             on November 5,
                            ______________________________  1996 Through
                             September 30,    September 30, September 30,
                                 2000             1999          2000
                           _______________ ________________ _______________

Supplemental Disclosures
 of Cash Flow Information:
  Cash paid during the year
  and from inception for:
    Interest                $      52,296    $      2,175    $      55,186
    Income taxes            $           -    $          -    $           -
    Interest capitalized    $       2,316    $          -    $       2,316

Supplemental Schedule of Non-Cash Investing and Financing
 Activities:

  For the year ended September 30, 2000:

     The Company cancelled 15,000 shares of common stock due to non-
     payment of subscription receivable.  The shares were issued at
     $1.00 per share.

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

     The Company issued 40,785 shares of common stock to acquire  a
     web-site, 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 valued at $57,870 or $1.00 per share.

     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  52,104  shares  of  common  stock   for
     conversion of debt valued at $65,130 (or $1.25 per share).

     The Company issued 82,500 shares for loan incentives valued at
     $103,125.  These shares were issued at $1.25 and accounted for
     as interest expense.

     The Company issued 280,460 shares of common stock for non-cash
     consideration including services rendered valued  at  $248,517
     with prices ranging from $.812 to $3.00 per share.

     The Company issued 10,000 shares of common stock as part of  a
     stock  and  cash  purchase  agreement  for  the  purchase   of
     bridgepassion.com.  The shares were issued at $1.00 per share

     The  Company cancelled $900 of dividends payable due  to  non-
     payment for shares previously issued.




11
<PAGE>



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

                    STATEMENTS OF CASH FLOWS

                           [Continued]

Supplemental Schedule of Non-Cash Investing and Financing
 Activities:

  For the year ended September 30, 1999:

     The  Company has accounted for 396,000 shares of common  stock
     due to the mandatory conversion of 396,000 preferred shares.

     The  Company  issued 26,000 shares of common stock  valued  at
     $26,000 to purchase software.

     The  Company issued 100,000 shares of common stock  valued  at
     $175,000 to purchase software.

     The  Company  issued 20,000 shares of common stock  valued  at
     $20,000 as payment for additional interest on interest bearing
     debt.

     The  Company  issued  20,000 shares  of  common  stock  to  an
     individual for services rendered valued at $20,000.





































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



12
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO 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's  present
  business  is  the development and  marketing  of  several
  games  on  the  Internet. The Company currently  derives  nominal
  amounts  of  revenue  from  the  sale  of  advertising   on   our
  www.ipong.comTM, www.freehoroscopes.com, www.winbridge.comTM  and
  www.chessed.com Internet sites. We plan to start generating  user
  fees  on  our   www.winbridge.com  bridge site  and  our
  www.chessed.com   chess site in  early  2001.  We also  plan  to
  start up an   on-line    poker    site, www.horseshoepoker.comTM
  in early 2001 and  have started  leasing our MillionDollarPullTM
  promotion software in November 2000.

  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.

  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  previously
  had  a dividend  requirement with respect to its preferred  stock
  [See Note 7].

  Revenue  Recognition - Revenue is recognized at the time  of  the
  sale.

  Earnings  (Loss)  Per  Share  - The Company  calculates  earnings
  (loss)  per  share  in  accordance with  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. [See Note 12].

  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.   The  Company had $981,286  and  $0  in  excess  of
  federal  insured  amounts in its bank accounts at  September  30,
  2000 and 1999, respectively.



13
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  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.

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting  Standards (SFAS) No. 136, "Transfers of Assets  to  a
  not  for  profit organization or charitable trust that raises  or
  holds  contributions for others", SFAS No. 137,  "Accounting  for
  Derivative Instruments and Hedging Activities - deferral  of  the
  effective  date of FASB Statement No. 133 (an amendment  of  FASB
  Statement  No.  133.),",  SFAS No. 138  "Accounting  for  Certain
  Derivative  Instruments  and Certain  Hedging  Activities  -  and
  Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS  No.
  53  and  Amendment to SFAS No 63, 89 and 21", and SFAS  No.  140,
  "Accounting  to  Transfer and Servicing of Financial  Assets  and
  Extinguishment  of Liabilities", were recently  issued  SFAS  No.
  136,  137, 138, 139 and 140 have no current applicability to  the
  Company  or  their effect on the financial statements  would  not
  have been significant.

  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 - RECAPITALIZATION

  The   Company  was  organized  on  November  5,  1996  as   IPONG
  International,  Inc. and 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.,  a  public  corporation,  wherein   Webquest
  International,  Inc. was the surviving entity.   The  transaction
  has been accounted for as a recapitalization of the Company.  The
  operations  of  Phaser  are  included  only  from  the  date   of
  recapitalization.   Accordingly,  the  previous  operations   and
  retained  deficits of Phaser prior to the date of  reorganization
  have  been  eliminated.  In anticipation of  the  reorganization,
  Phaser  effected a reverse stock split on the basis  of  1  share
  issued  for  each 27 shares previously outstanding.   The  former
  shareholders  of  Phaser  held approximately  200,201  shares  of
  common stock immediately after the reorganization.

NOTE 3 - MARKETABLE SECURITIES

  During  the  year ended September 30, 1998, the Company  accepted
  53,924 shares of marketable securities valued at $248,886  in  an
  entity,  which is a shareholder of the Company, for the  purchase
  of  124,443 shares of common and preferred stock of the  Company.
  As  of  September 30, 1999, the Company had sold  all  marketable
  securities.   A  gain of $14,743 was realized  during   the  year
  ended September 30, 1999.



14
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 4 - SOFTWARE LICENSE RIGHTS

  Licensing  and  Marketing Agreement - During December  1996,  the
  Company  paid $300,000 for an option to acquire licensing  rights
  to  an interactive advertising game for use on the Internet.   On
  January  5,  1997, the Company exercised its option  and  entered
  into a licensing and marketing agreement (with technical support)
  with  a Nevada corporation, HomeSeekers.com, Inc. (formerly,  NDS
  Software,  Inc.),  that owns the software  rights.   The  license
  agreement has a ten-year term, which automatically renews for  an
  additional ten-year term, and allows the Company to develop, use,
  and  market the product on an exclusive basis.  Licensing  rights
  are  capitalized and amortized on a ten-year basis (the  original
  life  of  the  agreement).  Database management costs  (including
  programming  costs)  are  expensed as incurred  and  amounted  to
  $102,462 for the year ended September 30, 1999.  As consideration
  for  this  agreement the Company agreed:  i) to pay  $58,333  per
  month  for  a year, commencing January 5, 1997.  During September
  1997,  the  Company  issued 700,000 shares of  restricted  common
  stock  at  an agreed upon value of $700,000 (or $1.00 per  share)
  for  full  consideration  of  the one  year,  $58,333  per  month
  payment.   ii)  to pay 7% of gross revenues for  the  first  year
  after  the  live date (April 1, 1999), 10% of gross revenues  for
  the second year after the live date, and 15% thereafter.  iii) to
  pay  $20,000 per month commencing at the live date for  "website"
  fees to the Nevada corporation.  During July 1998, the payment of
  $20,000  per month was amended to a pro-rata charge for services.
  and  iv)  to  pay $125 per hour for Webpage development,  website
  changes  or customization, and management consulting, plus  $0.50
  per  question for question development to the Nevada  corporation
  for  technical  support.  Upon merger with  IPONG  International,
  Inc.  on  April  18,  1997,  Webquest  assumed  the  rights   and
  obligations   to  this  agreement.   HomeSeekers.com,   Inc.   is
  considered  to  be  a  related  entity  because  it  is  a  major
  shareholder.

  During  May  1999,  the license agreement was  canceled  and  the
  Company   fully  expensed  the  licensing  rights.   Amortization
  expense  for  the  year  ended September  30,  1999  amounted  to
  $825,000.  Also during May 1999, the Company entered into  a  new
  agreement with HomeSeekers.com wherein the new agreement provided
  for  the  transfer of ownership to the Company of the  technology
  rights,  software  and source code that was previously  licensed.
  As  consideration, the Company agreed to pay a royalty of  7%  of
  gross  revenues for a period of five years and to  issue  100,000
  shares of common stock to HomeSeekers.com valued at $175,000.  As
  the  technology was purchased from a related party,  the  Company
  recorded  the purchase at the carry over-basis of the  technology
  of $0, resulting in the $175,000 being expensed. The 7% royalty
  obligation was paid off in the form of 192,700 shares of common
  stock in October 1999.

  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 amounted
  to $20,000 and $21,667 for the years ended September 30, 2000 and
  1999, respectively.



15
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 5 - PROPERTY AND EQUIPMENT

  The  following is a summary of property and equipment - at  cost,
  less accumulated depreciation as of September 30, 2000 and 1999:

                                            2000       1999
                                         _________  _________
         Office equipment                 $72,687    $15,577
         Computer equipment               102,910     18,322
         Software                          74,354     65,000
         Websites                         975,000          -
                                         _________  _________
                                         1,224,951    98,899
           Less: accumulated
            depreciation                  (280,636)  (45,053)
                                         _________  _________
                                          $944,315   $53,846
                                         __________ __________

  Depreciation expense for the years ended September 30,  2000  and
  1999 amounted to $235,583 and $41,515, respectively.

NOTE 6 - NOTES PAYABLE - RELATED PARTIES

  Notes payable consist of the following at September 30:

                                            2000       1999
                                         _________  _________
  Notes payable to a shareholder of
   the Company, annual compounding
   interest at 12%, due upon
   demand, unsecured                     $  19,109  $  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        2,509      2,240

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

  12% unsecured convertible notes
   payable to a shareholder of the
   Company                                       -    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
                                         _________  _________
                                          $21,618    $342,909
                                         __________ __________



16
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - CAPITAL STOCK

  Preferred  Stock  -  The Company authorized 5,000,000  shares  of
  preferred  stock,  $.001 par value with such rights,  preferences
  and designations and to be issued in such series as determined by
  the  Board  of  Directors.  At September 30, 2000, no  shares  of
  preferred stock were issued and outstanding.

  Series  B  Convertible Preferred Stock - The  Company  previously
  authorized 500,000 shares of preferred stock to be designated  as
  Series  B  Convertible Preferred Stock.  The Series B Convertible
  Preferred  Stock pays dividends at the rate of 12% and  is  fully
  cumulative.   The Series B Convertible Preferred Stock  shall  be
  entitled to receive dividends, commencing December 1, 1998, at an
  annual  rate of 12% per share out of the funds legally  available
  and  to  the  extent  declared by the Board  of  Directors.   The
  dividends  shall  be  payable  in  semi-annual  installments   on
  December 1 and June 1 commencing December 1, 1999.  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
  September  30, 1999, the Company had accrued preferred  dividends
  of  $58,770. At September 30, 1999, all previously issued  shares
  of  preferred stock were considered converted to common stock due
  to the automatic conversion of preferred stock to common stock at
  one  year  from  the date of issuance. During the  year,  Company
  converted $57,870 of this balance into common stock at $1.00  per
  share.   Also  during  the year, the Company  cancelled  $900  of
  previously  declared dividends due to non-payment  of  previously
  issued stock.

  Common  Stock- The Company authorized 45,000,000 shares of common
  stock,  $.001  par  value,  and  at  September 30, 2000 and 1999,
  9,493,137 and 4,870,618 were outstanding respectively.

  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  September
  30,  2000  the Company had successfully sold 3,431,300 shares  of
  stock for gross proceeds of $4,289,125, less stock offering costs
  of $345,325.

  Receipt  of Stock Subscription - During the year ended  September
  30,  2000,  the  Company  received  $12,000  for  payment  of   a
  subscription  receivable and cancelled 15,000  shares  of  common
  stock valued at $15,000 or $1.00 per share due to non-payment.

  Chessed.com 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.



17
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - CAPITAL STOCK [Continued]

  Winbridge.com  Acquisition  -  On March  14,  2000,  the  Company
  entered  into  a purchase agreement to purchase the winbridge.com
  website.   The total purchase price was $800,000 to be paid  with
  $200,000 cash and 200,000 shares of common stock for the purchase
  of  the  winbridge.com web-site, which were valued at  $3.00  per
  share.   At  the actual date of issuance of the stock, the  price
  had fallen to $2.25 per share, which is the value used to compute
  the  carrying cost of the acquisition.  In addition, the  Company
  issued two warrants, one for 25,000 shares at $3.00 per share and
  one for 25,000 shares at $4.00 per share.

  Bridgepassion.com  Acquisition - On July 18,  2000,  the  Company
  agreed  to purchase the website bridgepassion.com for $17,500  to
  be  paid  in  $7,500 in cash and 10,000 shares  of  common  stock
  valued at $1.00 per share.


  Stock issuances - other
  The  Company issued 400,000 shares of common stock as part  of  a
  settlement agreement with a related-party.  The agreement  stated
  that  a  previous  license  agreement  be  cancelled  along  with
  payment  of  accounts and  notes payables. The shares were issued
  at $1.00  per share for a total of $400,000 in consideration.

  The Company issued 52,500 shares of common stock for the exercise
  of  warrants  ranging from $.87 to $1.00 per  share.   The  total
  consideration was $47,624.

  The Company issued 30,000 shares of common stock for the exercise
  of warrants from the previous year at $1.00 per share.  The total
  consideration was $30,000.

  The  Company  issued 57,870 shares of common  stock  to  pay  for
  accrued dividends valued at $57,870 or $1.00 per share.

  The  Company issued 52,104 shares of common stock for  conversion
  of $65,130 in debt or $1.25 per share.

  The  Company  issued 280,460 shares of common stock for  non-cash
  consideration including services rendered valued at $248,517 with
  prices ranging from $.812 to $3.00 per share.

  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 or $1.25 per share.



18
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

  NOTE 7 - CAPITAL STOCK [Continued]

  Public  Offering - During the period from March through September
  1997,  the Company sold 93,750 shares of common stock and  93,750
  shares of series B preferred stock pursuant to a public offering.
  From  October  1997 through September 1998, the Company  sold  an
  additional  396,000 shares of common and preferred  stock.   This
  offering was made in reliance on Rule 504 of Regulation  D  under
  the  Securities  Act of 1933.  An offering price of  $10,000  per
  unit  was  arbitrarily determined by the Company  and  the  sales
  agent.  Each unit sold consisted of 5,000 shares of common stock,
  2,500  warrants  to  purchase common stock and  5,000  shares  of
  Series  B  12% convertible preferred stock.  Total proceeds  from
  the  stock  sold through September 30, 1997 amounted to $187,500.
  Proceeds  from  the  subsequent  sales  through  September   1999
  amounted to $792,000.  The warrants are exercisable at $7.50  per
  share  commencing  July 11, 1999 and continuing  until  July  11,
  2000.   The warrants are subject to redemption by the Company  at
  $.01  per  warrant provided the common stock of the  Company  has
  traded  at  a  price of more than $10.00 for 10 consecutive  days
  concluding within any 20 consecutive day period immediately prior
  to  the  date the Company has provided notice of such redemption.
  Included  in  the  above sales are 2,500  shares  of  common  and
  preferred  stock,  which were issued for legal fees  and  124,443
  shares of common and preferred stock, which were issued in return
  for marketable securities [See Note 3].

  Confidential Offering Memorandum - During April 1999, the Company
  issued  20,000  shares of its common stock  as  an  incentive  to
  acquire  $200,000 in convertible promissory notes.   Also  during
  April  1999, the Company issued 20,000 shares of its common stock
  as  a  finder's  fee  in  acquiring the $200,000  in  convertible
  promissory notes [See Note 6].

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

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

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

  Nancy's  Kitchen - During May 1999, the Company  entered  into  a
  purchase agreement with an individual to purchase a website (with
  all  right,  software, programs, source codes, copyrights,  trade
  secrets,  patent rights, and other applicable rights for  use  on
  the  Internet) called Nancy's Kitchen.  As consideration for this
  purchase agreement the Company paid $19,000 cash during  May  and
  June  1999 and issued 6,000 shares of its common stock valued  at
  $6,000 or $1.00 per share.  Subsequent to September 30, 2000  the
  Company intends to transfer ownership of the website to a former
  officer as part of a settlement agreement.



19
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - CAPITAL STOCK [Continued]

  Stock Warrants - At  September 30, 2000, the Company had
  2,861,750 warrants outstanding to purchase common stock at
  prices ranging from $.50 to $5.50 per share and expiring
  through June 26, 2005 that were issued in conjunction with
  the Company obtaining financing and for consulting services.
  244,875 previously outstanding warrants related to the public
  stock offering expired during 2000.

NOTE 8 - STOCK OPTIONS

  During  September  through November  of  1997,  the  Company
  issued  a total of 580,000 options to officers and employees
  of  the  Company  at $.116 per share, which  was  below  the
  current  market value of the Company's common stock of  $1.00.
  In  accordance  with APB 25, the Company has recorded  total
  compensation  expense  of  $295,423  for  the  period   from
  inception  through  September  30,  2000.   During  1998  an
  officer  exercised  100,000  options  for  $11,600.   During
  January  1999,  an  officer terminated  his  employment  and
  forfeited his remaining 200,000 options. As of September 30,
  2000, 180,000 of the options remain outstanding.

  During the year ended September 30, 1997 the Company granted
  200,000  options to purchase the Company's common  stock  at
  $1.50  per share, expiring May 1, 2002.  During August  1997
  133,334 of the options were cancelled.  As of September  30,
  2000, 66,666 of the options remain outstanding.

  During the year ended September 30, 1999 the Company granted
  218,064  options to purchase the Company's common  stock  at
  $1.00 per share, expiring through July 28, 2002.  As of
  September   30,   2000,  all  218,064   options   remain
  outstanding.

  Stock  Option Plan - On January 19, 2000, the Board of  Directors
  of  the  Company  adopted the 2000 Stock Option  Plan  which  was
  approved  by  the Company's shareholders on June 16,  2000.   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 September 30, 2000, a total  of  3,232,832
  options are outstanding under the plan.

  During the year ended September 30, 2000, prior to establishing
  the 2000 Stock Option Plan, the Company granted 302,438  options
  to purchase  the  Company's common stock at  $1.00  per  share,
  expiring  in  October,  2002.  As  of  September  30,  2000,
  302,048 of the options remain outstanding.




20
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 8 - STOCK OPTIONS [Continued]

  A  summary  of the status of the options granted under the 2000
  stock option plan and other agreements at  September 30, 2000
  and 1999, and changes during the year and period then ended are
  presented in the table below:

                             2000                     1999
                   ________________________ ________________________
                       	    Weighted Average         Weighted Average
                    Shares   Exercise Price  Shares   Exercise Price
                   _________ ______________ _________ ______________
    Outstanding
     at beginning
     of period       464,730 $          .73   482,500 $         .112
    Granted        6,106,938           3.27   615,564           1.10
    Exercised              -              -         -           .116
    Forfeited    (2,571,668)           2.77  (633,334)          .62
    Expired                -              -         -             -
                   _________ ______________ _________ ______________
    Outstanding
     at end of
     period        4,000,000 $         3.29   464,730 $          .73
                   _________ ______________ _________ ______________
    Exercisable
     at end of
     period        1,265,622 $         1.11   464,730 $          .73
                   _________ ______________ _________ ______________
    Weighted
     average fair
     value of
     options
     granted       6,106,938 $          .07   615,564 $          .06
                   _________ ______________ _________ ______________

  The  fair  value of each option granted is estimated on the  date
  granted  using the Black-Scholes option pricing model,  with  the
  following weighted-average assumptions used for grants during the
  year  ended September 30, 2000 and 1999: risk-free interest  rate
  of 6.4% and 5.2%, expected dividend yield of zero, expected lives
  of  5 years and expected volatility of 136% and 130%.

  A  summary  of  the  status  of  the  options  outstanding  under
  agreements at September 30, 2000 is presented below:

                     Options Outstanding        Options Exercisable
               ________________________________ ____________________
                            Weighted-
                            Average    Weighted-            Weighted-
    Range of                Remaining  Average              Average
    Exercise     Number    Contractual Exercise   Number    Exercise
     Prices    Outstanding    Life      Price   Exercisable  Price
  ____________ ___________ ___________ ________ ___________ ________
  $       .116     180,000   1 Month    $ .116      180,000  $ .116
  $  .44 - .63      81,000   3 years    $ .540            -  $    -
  $ .75 - 1.13     685,210   2 years    $ 1.00      440,710  $ 1.00
  $1.25 - 1.75     984,166   3 years    $ 1.31      581,874  $ 1.31
  $2.00 - 3.00     794,624   3 years    $ 2.90       63,038  $ 2.88
  $5.00 - 7.00     875,000   7 years    $ 5.91            -  $    -
  $       9.00     400,000   8 years    $ 9.00            -  $    -

21
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 8 - STOCK OPTIONS [Continued]

  The  Company  accounts  for options agreements  under  Accounting
  Principles Board Opinion No. 25, "Accounting for Stock Issued  to
  Employees",  and related interpretations.  Had compensation  cost
  for these options been determined, based on the fair value at the
  grant  dates  for awards under these agreements, consistent  with
  the  method  prescribed  by  Statement  of  Financial  Accounting
  Standards No. 123, "Accounting for Stock-Based Compensation", the
  Company's  net  loss  would have been  the  proforma  amounts  as
  indicated below:

                                          For the           From Inception
                                        Years Ended         on November 5,
                                       September 30,        1996 Through
                                ___________________________ September 30,
                                    2000          1999          2000
                                _____________ _____________ _____________
     Net Loss
      applicable
      to common
      stockholders  As reported $  (2,750,894)$  (2,018,812)$  (6,318,424)
                    Proforma    $  (2,772,805)$  (2,028,837)$  (6,350,360)

     Earnings per
      Share         As reported $        (.36)$        (.45)$       (1.38)
                    Proforma    $        (.36)$        (.45)$       (1.38)

NOTE 9 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of  Financial  Accounting  Standards  (SFAS)  No.  109
  Accounting  for Income taxes.  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  September  30,
  2000  and  1999,  the  total  of  all  deferred  tax  assets  was
  $1,988,205  and  $1,054,719 and the total  of  the  deferred  tax
  liabilities was $0 and $0. 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 $1,988,205  and
  $1,054,719  as  of September 30, 2000 and 1999,  which  has  been
  offset  against the net deferred tax assets.  The net  change  in
  the valuation allowance during the years ended September 30, 2000
  and 1999 amounted to approximately $933,486 and $674,701.



22
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 9 - INCOME TAXES [Continued]

  The  components of income tax expense from continuing  operations
  for  the years ended September 30, 2000 and 1999 consist  of  the
  following:

                                               2000       1999
                                           ___________ ___________
    Current income tax expense:
      Federal                              $         - $         -
      State                                          -           -
                                           ___________ ___________
      Net tax expense                                -           -
                                           ___________ ___________
    Deferred tax expense (benefit)
     arising from:
       Excess of tax over financial
        accounting depreciation            $   (21,051)$  (324,016)
       Excess of tax over financial
        accounting compensation                      -      10,512
       Carryforwards of excess
        contributions                                -           -
       Deferred compensation - stock
        options                                      -     (80,378)
       Net operating loss
       carryforward                           (912,435)   (280,819)
       Valuation allowance                     933,486     674,701
                                           ___________ ___________
         Net deferred tax expense          $         - $         -
                                           ___________ ___________

  Deferred  income tax expense results primarily from the  reversal
  of   temporary  timing  differences  between  tax  and  financial
  statement income.

  A  reconciliation of income tax expense at the federal  statutory
  rate to income tax expense at the Company's effective rate is  as
  follows:

                                               2000       1999
                                           ___________ ___________
    Computed tax at the expected
     statutory rate                            34.00%      34.00%
                                           ___________ ___________
    State and local income taxes, net of
     federal benefit                               -           -
    Other                                       (.08)       (.11)
    Deferred compensation - stock options          -           -
    Valuation allowance                       (33.92)     (33.89)
                                           ___________ ___________
    Income tax expense                             -           -
                                           ___________ ___________

  As  of  September  30,  2000 and 1999 the  Company  has  net  tax
  operating loss (NOL) carryforwards available to offset its future
  income  tax  liability of approximately $4,776,524 and $2,092,891
  that expire in various years through 2020.



23
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 9 - INCOME TAXES [Continued]

  The  temporary  differences and carryforwards gave  rise  to  the
  following  deferred tax asset (liability) at September  30,  2000
  and 1999:

                                               2000       1999
                                           ___________ ___________
    Excess of tax over book accounting
     depreciation                          $   364,030 $   342,980
    Excess of tax over book accounting
     compensation                                    -           -
    Contribution carryover                         156         156
     Deferred compensation - stock options           -           -
    Net operating loss carryover             1,624,018     711,583


NOTE 10 - RELATED PARTY TRANSACTIONS

  Notes  Payable - During the years ended September  30,  2000  and
  1999,  the  Company  entered  into  several  notes  payable  with
  shareholders. [See Note 6].

  Employment  Agreements - At September 30, 2000, the  Company  had
  entered  into  three  employment  agreements  with  officers  and
  employees of the Company as follows:

  Chief  Executive Officer - October 1999, Five year term,  $200  a
  month automobile allowance, 300,000 stock options vesting 100,000
  immediately, 100,000 one year from date of agreement, and 100,000
  two  years  from  date  of  agreement.   Should  termination   of
  employment occur, an amount equal to the balance of the agreement
  shall be due and payable to the employee.  The officer also
  received 1,100,000 incentive stock options during January 2000
  which vest at the rate of 50,000 per quarter and are exercisable
  at rates from $1.25 to $9.00 per share.

  Chief  Financial  Officer - April 2000 through September 2002,
  300,000 stock options for common stock at $1.25 to $5.00 per
  share vesting 25,000 on  January 19, 2000 and 25,000 shares
  vesting quarterly starting on March 31,2000. The agreement also
  states that one-half of the compensation shall be paid in stock
  issued quarterly. Should termination  of employment occur, an
  amount equal to the  balance of the agreement shall be due and
  payable to the employee.

  President and Chief Operating Officer - January 2000, five  year
  term,  $200 a month automobile allowance, 1,100,000 stock options
  for  common stock at $1.25 to $9.00 per share vesting
  100,000 immediately and 50,000 per quarter over a five year
  period. Should termination of employment occur, an  amount equal
  to the balance of the agreement shall be due and payable  to  the
  employee.  Subsequent to  September  30,  2000, employment  was
  terminated. As part  of  the  settlement,  the employee  released
  the Company from the balance due under the agreement in exchange
  for the website Nancyskitchen.com, computer equipment, and office
  furniture.



24
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

  NOTE 11 - LEASE OBLIGATIONS

  Operating Leases - During February 2000, the Company entered into
  a  three-year  lease for office space located in Minden,  Nevada.
  The lease calls for monthly payments of $2,750.  In May 2000, the
  lease  was  amended  for additional space and  increased  monthly
  payments to $3,665.

  Rent  expense  amounted to $45,797 and $19,716  for  the  periods
  ended 2000 and 1999, respectively.

  Total  future  minimum  lease payments for  the  operating  lease
  obligations are as follows:

  Future minimum lease payments for the years ended September 30:

                                                Lease Payments
                                                ______________
                      2001                       $   43,980
                      2002                           43,980
                      2003                           18,325
                      2004                                -
                      Thereafter                          -
                                                ______________
                Total future minimum
                 lease payments                  $  106,285
                                                ______________


  Capital Lease - The Company was the lessee of equipment under  a
  capital lease expiring in 2001.  The assets and liabilities under
  the  capital lease were recorded at the fair value of the  assets
  at the time of purchase, which was the lower of the present value
  of  the minimum lease payments or the fair value of the assets at
  the  time of purchase.  The assets are amortized over the related
  lease  term.  Amortization expense amounted to $3,296 and  $3,296
  for  the assets under the capital lease as of September 30,  2000
  and  1999  and  the  amortization expense has  been  included  in
  depreciation expense for the years ended September 30,  2000  and
  1999.   On  September  15, 2000, the Company paid  the  remaining
  balance owed on the lease.

  Equipment  at  September 30, 2000 and 1999  under  capital  lease
  obligations is as follows:

                                               2000       1999
                                           ___________ ___________
         Office equipment                  $         - $     9,889
         Less:  accumulated amortization             -      (4,353)
                                           ___________ ___________
                                           $         - $     5,536
                                           ___________ ___________



25
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO 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 years ended September 30, 2000 and 1999 and from inception on
  November 5, 1996 through September 30, 2000:

                                          For the           From Inception
                                        Years Ended         on November 5,
                                       September 30,        1996 Through
                                ___________________________ September 30,
                                    2000          1999          2000
                                _____________ _____________ _____________
    Income (loss) from
     continuing operations
     applicable to common
     stock                      $  (2,751,794)$  (1,990,821)$  (6,260,554)

    Less: preferred dividends             900       (27,991)      (57,870)
                                _____________ _____________ _____________
    Income (loss) available to
     common stockholders used
     in earnings  (loss) per
     share                      $  (2,750,894)$  (2,018,812)$  (6,318,424)
                                _____________ _____________ _____________
    Weighted average number of
      common shares outstanding
      used in earnings (loss)
      per share  during  the
      period                        7,648,694     4,473,733     4,587,853
                                _____________ _____________ _____________

  Dilutive  earnings  (loss) per share was not  presented,  as  its
  effect is anti-dilutive.  The Company had at September 30,  2000,
  options  and  warrants  to purchase 6,918,418  shares  of  common
  stock, at prices ranging from $.116 to $5.50 per share, that were
  not  included in the computation of diluted earnings  (loss)  per
  share because their effect was anti-dilutive.


NOTE 13 - GOING CONCERN

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 has incurred losses since inception and
has not yet been successful in establishing profitable
operations.  Further, the Company may not have adequate working
capital to complete its business plans.  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 additional funds through loans or through additional sales
of its common stock.  There is no assurance that the Company will
be successful in raising this additional capital.



26
<PAGE>



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS



NOTE 14 - SUBSEQUENT EVENTS

  Consulting Agreements - On October 20, 2000, the Company  entered
  into  an  agreement  with  an individual  to  provide  consulting
  services  related  to the Company's website  "chessed.com."   The
  Agreement provides for $5,000 worth of common stock to be  issued
  monthly based on the closing price of the Company's stock at  the
  last business day of each month. The Company issued 22,561 shares
  of common stock to this consultant for services rendered during
  October and November 2000.


  On  October 11, 2000, the Company entered into an agreement  with
  an  individual  to  provide consulting services  related  to  the
  Company's  planned  horseshoepoker.com website.   The  agreement
  states  that $10,000 of compensation is to be paid monthly.   The
  agreement also states that a warrant be issued for 300,000 shares
  of restricted common stock at $.66 per share.  The shares vest as
  follows:  50,000  shares vest in October 2000, the  balance  vest
  31,250 shares per quarter starting in January 2001.

  In  October  2000,  the  Company entered  into  a  capital  lease
  agreement for thirty six months.  The lease states that  payments
  of $1,348 be made on a monthly basis.

  In  October 2000, the Company organized a wholly owned subsidiary
  for the purpose of operating an Internet poker site.

  In  October  2000, the Company's wholly owned subsidiary  entered
  into  an  agreement  with Casino Marketing S.A.  to  develop and
  operate  the Company's Internet poker site.

  Settlement  with former Chief Operating Officer -  Subsequent  to
  September  30,  2000,   the employment  of  the  Company's  Chief
  Operating  Officer (COO) was terminated.  The  Company  plans  to
  transfer the right to the website "Nancyskitchen.com" along  with
  certain office furniture and computer equipment in settlement  of
  the employment contract with the former officer.

  During October, 2000 the Company issued 9,088 shares of common
  stock for services rendered.

  The  Company  issued 5,000 shares of common stock during  October
  2000 to a former Vice President of Sales and Marketing as part of
  his severance package upon termination.

  The  Company issued warrants to purchase 200,000 shares of common
  stock  to  a  financial public relations firm in accordance with
  a consulting agreement signed in October 2000.

  During  November 2000, the Company issued 80,497 shares of common
  stock  at  $.81  per share, to a software development  consulting
  firm   that   developed  the websites  ilovecasinogames.com   and
  biddles.com as partial payment for these services.



27
<PAGE>


ITEM. 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

      There  have been no changes in, or disagreements  with  our
Independent  Auditors  on  accounting  or  financial   disclosure
issues.




<PAGE>



ITEM.  9  DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS  AND  CONTROL
PERSONS

      The following table sets out the names, positions held  and
age  of  our  executive  officers and directors.   Directors  are
elected by the stockholders and serve until their successors  are
elected.   Officers are appointed by the Board of  Directors  and
their appointment, except to the extent governed by contract,  is
at  the discretion of the Board.  An individual may serve as both
a Director and Officer of our Company.


     Name           Age                   Position

Kirk Johnson        44           Chief Executive Officer,President,
                                 Secretary, Treasurer and Chairman
                                 of the Board of Directors

Tony Marzullo       57           Executive Vice President

Scott Berry         42           Chief Financial Officer

Nolan Bushnell      57           Director

Frank Howard        52           Director

Bradley Rotter      44           Director

          KIRK JOHNSON has served as our Chief Executive Officer,
Secretary  and  Treasurer  since  January  1999,  served  as  our
President  from  January 1999 until January 2000  and  then  from
October  2000 to date, served as our Vice President from  October
1997  to  December  1998, and has been a Director  since  October
1997.   Mr.  Johnson has served as the Chairman of our  Board  of
Directors since January 19, 2000.  Mr. Johnson has been  involved
in  all  phases of management of our Company.  Mr. Johnson brings
17  years  of  investment and corporate management experience  as
owner  and  operator  of  Nevada-Johnson,  Inc.,  a  real  estate
development   and  construction  firm,  and  has  knowledge   and
experience in capitalizing and developing startup companies.

         TONY MARZULLO has served as our Executive Vice President
since  September 2000  and served  as  our  Vice President of
Development from March 27, 2000 until September 2000.  From June
1998 to December 1999 Mr.  Marzullo  was  a  Consulting  Engineer
with  Silicon Integration Initiative, Inc., a not-for-profit
organization  that formulates  software  initiatives  to  improve
the  electronics industry development process.  From May 1997 to
October 1998 Mr. Marzullo was an Applications Engineering Manager
for National Semiconductor, Inc.  From  March  1967  until  April
1997  Mr. Marzullo  worked for IBM, where his last position was
Development Engineer  Manager.   Mr. Marzullo earned  his  BS  in
Electrical Engineering from Syracuse University.

     SCOTT  BERRY has served as our Chief Financial Officer since
October   1999   and  is  responsible  for  investor   relations,
accounting,  legal,  risk management and financial  planning  and
control.   Mr.  Berry  served  as  Chief  Financial  Officer   of
HomeSeekers.com,  Inc., an Internet Company  providing  marketing
services and products to real estate professionals, from  October
1997  until September 1999.  Between 1994 and October  1997,  Mr.
Berry served as Controller of several businesses including Dennis
Banks  Construction Company from February 1997 to  October  1997,
Advanced  Plastic Molding, Inc. from April 1996 to January  1997,
and  Siller  Brothers, Inc. from December 1994



<PAGE>


to February 1996.  From July 1993 to August 1994, Mr. Berry served
as Vice President of Finance for Precision  Resource  Corporation,
a  software developer  and  computer hardware reseller.  From
September  1988 through  June  1993, Mr. Berry was Chief Financial
Officer  of Lansmont  Corporation, a developer and manufacturer of
computer-based product and package test equipment.  He started his
career as  a  CPA  with Ernst & Whinney, received his accounting
degree from  Chico  State  University  and  his  MBA  from  Santa
Clara University.

      NOLAN BUSHNELL has served as a Director since January 2000.
Mr.  Bushnell is the Founder and currently the CEO of  uWink.com,
Inc.,  a  provider of Internet-networked games, digital jukeboxes
and  e-commerce  terminals  to  retail  establishments  such   as
airports,  coffee  houses,  bars and restaurants.  Mr.  Bushnell,
considered the "Father of the Video Game Industry", is best known
as  the founder of Atari Corporation and Chuck E. Cheese's  Pizza
Time Theater.  He has founded and successfully operated more than
20  companies over the last 25 years.  He sits on the  Boards  of
Directors  of several leading companies, including Wave  Systems,
Inc.  and  Tradius, Inc.  He is a regular content contributor  to
the   "Webbie"  nominated  Metamarkets.com  online  "Think  Tank"
website.   Over  the  years Mr. Bushnell  has  received  numerous
awards  of distinction, including induction into the "Video  Game
Hall  of  Fame" and the Consumer Electronics Association Hall  of
Fame.  He is the creator and holder of several patents in various
industries.  Mr.  Bushnell  received  his  B.  S.  in  Electrical
Engineering in 1968 from the University of Utah, where  he  is  a
"Distinguished  Fellow",  and also attended  Stanford  University
Graduate  School.   He frequently lectures at major  universities
and  corporations throughout the United States, inspiring  others
with his views on entrepreneurship and innovation.

           FRANK HOWARD has been a Director since December  1997,
served  as our President and Chief Operating Officer from January
2000 to October 2000 and served as our Chairman of the Board from
January  1999  until  January 2000.   Mr.  Howard  founded  Sales
Technology,  Inc.   ("STI")  in March 1989 and is  currently  its
President  and  CEO.   STI is a manufacturer  and  manufacturer's
representative of industrial electronic products.  From  1976  to
1989  Mr.  Howard  worked  for  Bently  Nevada  Corporation,   an
international   supplier  of  high-speed  electronic   monitoring
devices,  where  his last position was acting Vice  President  of
Sales.

      BRADLEY  ROTTER has served as a Director since April  2000.
Since  1992,  Mr. Rotter has served as Chairman of the  Board  of
Point  West  Capital  Corporation  ("Point  West"),  a  specialty
financial  services  company.  Mr. Rotter is  also  the  managing
member  of  The  Echelon Group of Companies, LLC, which  provides
investment   and  financial  services.   He  was  the   principal
shareholder  of  The  Echelon Group Inc.,  a  financial  services
company  that was merged into Point West in 1995, and  served  as
Chairman of the Board of that company from 1988 until the  merger
with Point West.

         Late Filings of Form 3's and Form 4's

              Mr. David Gallagher, our Vice President of Sales and
Marketing, to our knowledge has not filed his final Form  4  upon
termination of employment effective October 3, 2000.




<PAGE>



           ITEM.10 EXECUTIVE COMPENSATION

    The following table shows, for the three year period ended
September 30, 2000, the cash and other compensation paid  to  its
Chief  Executive  Officers and to each of the executive  officers
who  had annual compensation in excess of $100,000.00 during  the
last fiscal year.


                        SUMMARY COMPENSATION TABLE

Name and    Fiscal Salary Bonus Other  Awards   Securities Payouts  All
Principal   Year                Compen Restrict Underlying  LTIP    Other
Position                        sation ed Stock  Options   Payouts  Compen-
                                         Awards     (SARS) #        sation
                                                                     (4)


Robert Horn
(1)         2000      -     -     -      -         -          -       -
CEO,        1999  $45,000   -     -      -         -          -       -
Chairman    1998 $120,000   -     -      -         -          -       -
and
President

Frank Howard
 (2)        2000 $105,408   -     -      -      1,102,500      -  $2,000
President   1999      -     -     -      -          -          -      -
            1998      -     -     -      -          -          -      -


Kirk  Johnson
(3)         2000 $130,000   -      -      -       1,400,000     -  $3,200
Secretary/  1999 $136 917   -      -      -        200,000      -      -
Treasurer,  1998 $104,000   -      -      -            -        -      -
CEO,
President &
Chairman


  (1)  Mr. Horn was Chairman of The Board, Chief Executive Officer
       and President from September 1997 until January 1999, when he
       resigned.

  (2)  Mr.  Howard was President from January 2000 until October
       2000.  He is currently a Director.

  (3)  Mr.  Johnson was Vice President, Secretary/Treasurer  and
       Director  from October 1997 until Mr. Horns' resignation  in
       January 1999, when he became President and CEO.  Mr. Johnson
       became Chairman when Frank Howard was hired as President  in
       January 2000 and upon Mr. Howard's resignation in October 2000,
       Mr. Johnson also became President again.

  (4)  Includes car allowances.

Employment Agreements

       Kirk  Johnson  Chairman,  CEO,  President,  Secretary  and
  Treasurer  -  On  October  1, 1999 we entered  into  a  five-year
  employment  agreement with Mr. Johnson whereby  he  continues  to
  serve  as  our  CEO  and Director.  Mr. Johnson  is  entitled  to
  receive  a  base salary of $130,000.00 annually, plus options  to
  purchase  300,000 shares of our Common Stock at $1.00 per  share.




<PAGE>



  The  options vest  as  follows;  100,000  on  the  date  of  the
  agreement, 100,000 one year thereafter and the remaining  100,000
  two  years thereafter.  The options have a three-year life  after
  vesting.   As  a  director,  we will reimburse  Mr.  Johnson  for
  expenses  comparably to other directors.  Mr. Johnson  will  also
  receive  a  $200.00  monthly  vehicle  allowance.  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 $1.25  to  $5.00
  per  share on January 19, 2000.  The options vest at the rate  of
  100,000  shares  on  January 19, 2000 with  the  balance  vesting
  50,000 shares per quarter beginning on April 19, 2000.

     On  January 19, 2000 our Board of Directors hired Frank Howard
  as  President  and  Chief  Operating  Officer.   Mr.  Howard  had
  previously  served  as Chairman of the Board of  Directors.   Mr.
  Howard's  employment agreement provided 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  prices  from $1.25 to $9.00 per  share.   The  options
  vested  at  the rate of 100,000 shares on January 19,  2000  with
  the  balance vesting 50,000 shares per quarter beginning on April
  19,  2000.   Mr. Howard resigned his officer position in  October
  2000 and is currently a Director of our Company.

     On  April 1, 2000 we entered into an employment agreement,  to
  end on September 30, 2002, with Scott Berry whereby he serves  as
  our Chief Financial Officer.  Mr. Berry is entitled to receive  a
  base  salary  of $85,000 annually, payable one-half in  cash  and
  one-half  in restricted Common Stock, at $1.00 per share,  issued
  quarterly.  Mr. Berry was also granted an incentive stock  option
  to  purchase  300,000 shares of our Common Stock at  prices  from
  $1.25  to $5.00 per share on January 19, 2000.  The options  vest
  as  follows: 25,000 shares on January 19, 2000 and 25,000  shares
  vesting  quarterly starting on March 31, 2000.  The options  have
  a  three-year life after vesting.  Mr. Berry served as our  Chief
  Financial  Officer  on  a part-time basis from  October  4,  1999
  until March 31, 2000.


Option Grants in Last Fiscal Year

      The following table sets forth information with respect  to
the  grant  of options to purchase shares of common stock  during
the fiscal year ended September 30, 2000 to each person listed in
the above Executive Officer Summary Compensation Table.




              Number of       % Of Total        Price     Expiration
   Name       Securities        Options      ($/Shares)      Date
              Underlying      Granted to
               Options         Employees
             Granted (#)    In Fiscal Year

Frank         1,100,000            28%      $1.25 - $9.00    (1)
Howard

Kirk          1,400,000            36%      $1.25 - $9.00    (2)
Johnson

1) Expire on various dates between June 21, 2003 and June  21, 2008.
2) Expire on various dates between September 30, 2002 and June 21,
   2008.




<PAGE>



      As of September 30, 2000, there were options outstanding to
purchase  an aggregate of 4,000,000 shares of the Company  Common
Stock.

      The following table covers information with respect to  the
exercise of options to purchase shares of common stock during the
fiscal year ended September 30, 2000 to each person named in  the
Summary  Compensation Table and the unexercised options  held  at
the end of the fiscal year.


     Aggregated Option/SAR Exercises in Last Fiscal Year
            And Fiscal Year-End Option/SAR Values




                                     Securities     Value Of
                                     Underlying     Unexercised
                Number of            Unexercised    In-The-Money
                 Shares              Options/SARS   Options/SARS
               Acquired on             FY End #     At Year End $
                Exercised    Value   Unexercised/   Exercisable/
   Name        Realized #  Realized  Unexercisable  Unexercisable

Frank Howard      -0-         $0     212,083/            $0
                                         900,000

Kirk Johnson      -0-         $0     880,000/       $113,400 / $0
                                         900,000





<PAGE>



ITEM  11.  SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND

MANAGEMENT

     The following table sets forth certain information regarding
our  Common Stock beneficially owned as of November 30, 2000  for
(i)  each  stockholder known by us to be the beneficial owner  of
five  (5%) percent or more of our outstanding Common Stock,  (ii)
each  of  our  directors, (iii) each named executive officer  (as
defined  in  Item  402(a)(2)  of Regulation  SB),  and  (iv)  all
executive  officers and directors as a group.   At  November  30,
2000  there  were  9,602,283 shares of Common Stock  outstanding.
Except  as  specifically set forth in the notes below, the  table
does  not  give  effect to (a) up to 3,161,750 shares  of  Common
Stock  in the event of exercise of outstanding warrants, and  (b)
up  to  3,249,125 shares of Common Stock in the event of exercise
of outstanding options.

Name and Address of  Amount and Nature of       Percentage
Beneficial Owner(1)  Beneficial Ownership(2)     of Class
___________________  ______________________    ____________
Scott Berry (3)             152,288                1.6%
Nolan Bushnell (4)          100,000                1.0%
Frank Howard (5)            320,808                3.2%
Kirk Johnson (6)          1,075,221               10.3%
Tony Marzullo (7)            90,625                 .9%
Brad Rotter (8)             100,000                1.0%

All directors and
 officers as a group
 (six people)             1,838,942               16.4%

HomeSeekers.com, Inc.(9)    800,000                8.3%
Ruth Kelly (10)             795,194                8.3%
Darin Murphy (11)           674,943                7.0%
William Tomerlin (12)       527,200                5.5%

----------------------
(1) Unless otherwise indicated, the address of each of the  listed
beneficial  owners identified is 2248 Meridian  Boulevard,  Suite
A,  Minden,  NV  89423-8601. Unless otherwise noted,  we  believe
that  all  persons  named  in  the table  have  sole  voting  and
investment  power  with  respect to all the  Shares  beneficially
owned by them.

(2) A person is deemed to be the beneficial owner of securities that
can  be  acquired by such person within 60 days upon the exercise
of   warrants   or  options  or  the  conversion  of  convertible
securities.  Each  beneficial  owner's  percentage  ownership  is
determined by assuming that warrants or options that are held  by
such  person  (but not those held by any other person)  and  that
are exercisable within 60 days have been exercised or converted.

(3) Mr.  Berry is Chief Financial Officer of our Company.
Includes options to purchase 125,625 Shares.

(4) Mr. Bushnell is a Director of our Company. Consists of warrants
to purchase 100,000 Shares.

(5) Mr. Howard was President and Chief Operating Officer of our
Company  from  January 2000 until October 2000.   Mr.  Howard  is
currently  a  Director  of  our  Company.   Includes  options  to
purchase 210,208 Shares and warrants to purchase 100,000 Shares.



<PAGE>



(6) Mr.  Johnson is Chief Executive Officer, President, Secretary,
Treasurer and Chairman of the Board of Directors of our  Company.
Includes options to purchase 880,000 Shares.

(7) Mr.  Marzullo  is  Executive Vice President  of  our  Company.
Consists of options to purchase 25,208 Shares.

(8) Mr. Rotter is a Director of our Company.  Consists of warrants
to purchase 100,000 Shares.

(9) We  purchased our iPong technology from HomeSeekers.com,  Inc.
HomeSeekers'  address is 6490 South McCarran Blvd.,  Suite  D-28,
Reno, NV 89509.

(10) Mrs. Kelly's address is 7230 Sierra Vista Way, Reno,  NV 89511.

(11) Mr. Murphy's address is 4465 Juniper Trail, Reno, NV 89509.

(12) Mr.  Tomerlin's address is 1625 Main Street, Minden,  NV 89423.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     On October 27, 1999 we issued 400,000 shares of common stock
to  HomeSeekers.com, Inc. for payment of a $50,000 note  payable,
$3,800  of  accrued  interest, $153,500 for outstanding  accounts
payable for programming services and $194,700 for termination  of
the previous programming contract, that included a 7% royalty  on
gross   revenues.   We  originally  borrowed  the  $50,000   from
HomeSeekers.com,  Inc. during March 1999.  HomeSeekers.com,  Inc.
is  a  shareholder  with  over  5% beneficial  ownership  in  our
Company,  and was a significant provider of programming  and  web
site hosting services to us up until June 2000.  Interest was  at
12% per annum and the note was unsecured.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  A)      Index to Exhibits

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

  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.



<PAGE>



Exhibits  Description of Documents

3.1       Articles Of Incorporation for WebQuest International,Inc.
          dated April 17, 1997 (1)
3.2       Articles Of Merger for WebQuest International, Inc. dated
          May 12, 1997(1)
3.3       By-laws for WebQuest International, Inc. dated April 18,
          1997(1)
10.1      Licensing Agreement between NDS Software, Inc. and WebQuest
          International, Inc.(1)
10.2      Bob Horn Employment Agreement dated September 24, 1997(1)
10.3      Kirk Johnson Employment Agreement dated October 1, 1997(1)
10.4      Scavengernet Purchase Agreement dated October 9, 1998(2)
10.5      Atari Contract dated July 3, 1997 (2)
10.6      Asset Purchase Agreement with Nancy Rogers dated May 30,
          1999 (3)
10.7      Kirk Johnson Employment Agreement dated October 1, 1999 (3)
10.8      WebQuest International, Inc. 2000 Stock Option Plan (4)
10.9      Frank Howard Employment Agreement date January 19, 2000 (4)
10.10     Scott Berry Employment Agreement dated April 1, 2000 (5)
27        Financial Data Schedule (6)

  (1)  Incorporated by reference to Exhibits with corresponding
       numbers from the Company's Form 10-SB Registration Statement, as
       amended, as filed with the Securities and Exchange Commission.
       All exhibits were filed with the May 29, 1998 filing.
  (2)  Incorporated by reference to Exhibits with corresponding numbers
       from the Company's Form 10-KSB for year ended September 30, 1998.
  (3)  Incorporated by reference to Exhibits with corresponding numbers
       from the Company's Form 10-KSB for year ended September 30, 1999.
  (4)  Incorporated by reference to Exhibits with corresponding numbers
       from the Company's Form 10-QSB for three months ended December 31,
       1999.
  (5)  Incorporated by reference to Exhibits with corresponding numbers
       from the Company's Form 10-QSB for three months ended March 31, 2000.
  (6)  Included in this document.


B)   Reports on Form 8-K.

None.



<PAGE>



                         SIGNATURES

            In  accordance  with Section 13  or  15  (d)  of  the
Securities  Exchange  Act  of 1934, the  Registrant  caused  this
report  to  be signed on its behalf by the undersigned, thereunto
duly authorized.

                                   WebQuest International, Incorporated
                                   (Registrant)

Date:     December 26, 2000        By: /s/ Kirk Johnson
                                   Kirk Johnson
                                   Chief Executive Officer
                                   President, Treasurer,
                                   Secretary and Chairman