SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                               Amendment Number 2
                                  FORM 10-QSB/A

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTER PERIOD ENDED JANUARY 31, 1999


                           Commission File No. 0-25109

                         Integrated Food Resources, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


       State of Nevada                                          93-1255001
-------------------------------                             --------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)


                 6700 S.W. Sandburg Street, Tigard, Oregon 97223
                 -----------------------------------------------
                    (Address of Principal Executive Offices)


                                  503-598-4375
                            ------------------------
                            (Issuer's Telephone No.)

Issuer has (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (of 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.

As of January 31, 1999, there were 16,184,643 shares of Class A Common Stock
issued and outstanding.



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                         INTEGRATED FOOD RESOURCES, INC.

                                   FORM 10-QSB
                          2ND QUARTER, FISCAL YEAR 1999
                       NOVEMBER 1, 1998 - JANUARY 31, 1999


Item 1 - Financial Information
------------------------------

         Included by reference to original filing are:

                  -  Consolidated Balance Sheet
                  -  Income Statement
                  -  Cash Flow Statement
                  -  Changes in Stockholder's Equity
                  -  Financial Data DSchedule

Item 2 - Management's Discussion and Analysis of Financial Conditions and
-------------------------------------------------------------------------
Results of Operations
---------------------

Review of Operating Results

ClipperNet Corporation, Inc. (CNC)
----------------------------------

         During the quarter November 1, 1998 to January 31, 1999, CNC had
earnings (losses) of ($106,534) on sales of $261,966. As previously disclosed,
CNC's financial data prior to its acquisition in July of 1998 is not available
for comparison. At the current annualized revenue levels, CNC is operating in a
single regional market at close to break-even at the EBITDA level of ($16,269).
As CNC expands its market dominance in the Eugene/Springfield, Oregon market and
reaches demonstrated profitability, this regional business model will be
duplicated in a nationwide roll-out achieved through licensing, acquisition of
local Internet Service Providers (ISP), joint ventures and internally-funded
deployment of the technology.

         Growth and expansion of CNC's operations continued apace with previous
forecasts. CNC expanded its customer base of Internet users to approximately
10,000 and captured in excess of a 20% share of the Eugene/Springfield market.
Additional employees have been added to CNC's staff to support these on-going
developments. New commercial accounts and private subscriptions have been added
in several locations in the Willamette Valley, and CNC's sales activities
throughout the Western States Region continue according to plans.

         The Company is actively negotiating the acquisition of existing
internet access companies. Growth will occur through acquisition and the
deployment of the technology in new markets. These acquisitions will be
undertaken in a manner supportive of the Company's long-term operational and
strategic goals.

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Seabourne Ventures, Inc. (Seabourne)
------------------------------------

         During the quarter November 1, 1998 to January 31, 1999, Seabourne had
earnings (losses) of ($209,246) on sales of $4,189. This compares with earnings
(losses) of ($494,272) on sales of $1,791, 206 from the same period from the
previous fiscal year.

         This decline in revenue is attributed to management's decision to
terminate the company's tuna packing activity in Mexico. Abnormal weather
patterns caused by El Nino and La Nina conditions are seen as the cause behind a
rise to all time high levels in the price for frozen tuna. The result has been
the inability of the Company to gain access to a consistent supply of
competitively-priced, high-quality, dolphin-safe frozen tuna raw material.

         As previously disclosed in Form 10-SB, Seabourne foresaw that it would
be difficult for the independent operators of small bait-boats to fulfill the
terms of their supply contracts, given the prevailing El Nino and La Nina
conditions in the Eastern Tropical Pacific fishing grounds and the need for
extended more-costly voyages. The increasing demand for dolphin-safe tuna pushed
raw material prices up to the point where fully compensatory pricing exceeded
what the market would bear.

         Seabourne's current strategy is to take full control of the sourcing
operation for raw material. The Company's plans to build and operate its own
fleet of fishing and processing vessels has been accelerated. The design of
super-efficient fishing vessels has been completed and negotiations are underway
to complete the financing and ship building contracts. The Company contemplates
contracting with a European shipyard for the construction of up to six 79 meter
vessels. The ships will be financed through pre-sold contracts to major U.S.
food retailers, export loans, grants and local government subsidies. The Company
expects to finance most of the cost of the vessels.

         In the opinion of Seabourne management, the interests of the
shareholders will be best served by suspending the current operations at the
cannery in Mexico. Instead of continuing to operate at a negative gross margin,
management opted instead to stop production and regain control of low cost raw
material. It has further been decided that the Company will hold in abeyance its
option to acquire the Ensenada, Mexico tuna canning plant until such time as it
is able to fully control the supply of raw material through the operation of its
own fishing fleet.

Capital Needs and Future Requirements

CNC
---

                                      2
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         CNC's growth will be funded through a private placement to
institutional and accredited investors for a combination of convertible
preferred stock and warrants issued at the parent company level. Negotiations
with major funding sources are expected to result in the successful closing of a
$20 to $25 million financing package in the 3rd fiscal quarter for the Company
's technology division. The preferred shares are convertible at a pre-set
percentage of any proposed initial public offering price.

         The Company is giving consideration to selling a minority interest in
CNC for the purpose of raising capital. It is contemplated that the Company will
combine its technology assets (CNC's proprietary high-speed wireless microwave
Internet access technology and Project Harvest(R)) prior to this offering.

Seabourne
---------

         The ships will be financed through pre-sold contracts to major U.S.
food retailers, export loans, grants and local government subsidies. The company
expects to finance most of the cost of the vessels.


Capital-Intensive Projects

         On January 26, 1999, the Company's Board of Directors announced the
acquisition of a 20 year exclusive worldwide licensing agreement for Project
Harvest(R). a software technology that is the subject of several U.S. and
international patent-pending applications. The license includes the use of the
registered trademarks "Project Harvest(R)" and "World Trade Through Pioneering
Technology(R)".

         Project Harvest(R) is a software-driven technology that links global
buyers and sellers of food products via secure internet connections, and it will
enable them to consummate business to business E-commerce transactions. Buyers
will be able to identify specific suppliers who meet their customized
requirements for hazard control, food safety, process control, hygiene,
manufacturing practices, financial stability and product quality. As Standard &
Poors did for the financial industry, Project Harvest(R) will create the first
global standard for the rating of factories and product quality. This business
to business E-Commerce technology is expected to revolutionize the way food
products are bought and sold worldwide.

         The Company expects to need $10 million to finish the programming, hire
a top-flight management team and complete the launch plans. These funds will be
provided as explained above through the Company's sale of convertible preferred
stock.

CNC
---
                                       3
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         CNC continues to develop Points-of-Presence (PoP) in selected regional
markets. The PoP's will serve as hub sites to connect new commercial accounts to
CNC's wireless, microwave, internet access network. The approximate cost for
this phase of expansion in the third and fourth fiscal quarters is projected at
$1 million. CNC will need an additional $9 to $12 million to complete its
roll-out strategy and recruitment and staffing efforts.

Sources of Liquidity

         On January 18, 1999, the Company converted $4,050,000 of its unsecured
convertible notes to International Trade Group, LLC and ITG Finance, LLC into
Series A convertible preferred stock. These shares will be issued to each lender
at the rate of 1 share for each $1 of loan amount.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings
--------------------------

         On December 1, 1998 , the Company, as plaintiff, filed a 7-count civil
action in the Superior Court of New Jersey, Bergen County Law Division, docket
no. BER-L, against Kennedy Funding, Inc., (KFI), a commercial lending
institution organized under the laws of New Jersey, as defendant, alleging,
among other complaints, breach of written and oral contract, failure to perform
and equitable estoppel. The Company entered into a negotiation with KFI for a
commercial loan of $16,000,000 to be used as working capital to finance the
Company's food trading activities. KFI predicated granting the loan on the
Company meeting specific conditions and collateralization requirements, and it
required from the Company a commission prepayment fee of $90,000. The Company
deposited this sum with KFI with the written understanding that is was
refundable should the loan fail to close for any reason whatsoever, and it
complied with all conditions of collateralization. KFI failed to grant the loan,
and it declared the deposit to be non-refundable and withheld its return. The
Company intends to vigorously defend its position in this matter, and it is
confident it will receive a favorable judgment. No adverse material outcome is
expected.

Item 2 - Changes in Securities and Use of Proceeds
--------------------------------------------------

         As disclosed above, the Company will issue 4,050,000 shares of its
Series A convertible preferred stock. Management believes this contribution to
the Company's capitalization will enable it to fulfill its growth and expansion
plans.

Item 3 - Defaults on Senior Securities
--------------------------------------

         During the covered period, there were no defaults on any senior
securities.

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

         During the covered period, no matters were submitted to a vote of the
shareholders.

Item 5 - Other Information
--------------------------

         The following additional matters of interest occurred during the
covered period.

         On October 20, 1998, the Board of Directors appointed Ransom
Southerland, President and CEO of CNC to the Board of the Company.

         On October 20, 1998, the Board of Directors approved a stock option
program for key employees, directors and new Company hires. The salient points
of this program are:
   - 1.7 million shares of the Company's common stock allocated for the program
   - directors to be issued options for 150,000 shares with vesting to occur
     over 3 years at the rate of 50,000 per year
   - options set to expire on October 20, 2008
   - exercise price of the options set at $1 1/32 (the trading price at the time
     of the Board's decision)
   - shares proportionally vested if a director for any reason leaves the board
   - option plan subject to review by corporate legal counsel

         On November 2, 1998, the Board of Directors appointed Philip M. Chrusz
to the Board of the Company. Mr. Chrusz tendered his resignation to the Board on
February 11, 1999.

         On January 25, 1999 the Company entered into a Technology and Trademark
License Agreement with Alain de la Motte, its Chief Executive Officer. The
agreement grants the Company the right to utilize certain technology, patents,
trademarks and trade names for a period of 20 years with two 20 year renewal
options. In exchange for the license, the Company has agreed to pay a $200,000
fee to Alain de la Motte at such time when either its consolidated stockholders'
equity exceeds $15,000,000 or it successfully raises $15,000,000 in additional
debt. The Company will also pay the Chief Executive Officer royalty fees
measured at 7.5% of the gross profits realized from commercial use of the
technology and the rights granted through the agreement. To date, neither the
debt nor equity milestones have been met, and the Company has yet to make
commercial use of the technology, patents, trademarks and trade names.
Therefore, the Company's contingent liability under the agreement will only be
recognized in the future when the financing milestones or operating results from
commercial applications of the technology and rights occur.

         During the covered period, the Board approved the issuance of 100,000
new shares of the Company's common stock. The total now issued and outstanding
is 16,184,643 shares.
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Item 6 - Exhibits
-----------------

         All relevant and previously disclosed exhibits incorporated by
reference. Attached and included in this amended filing is new exhibit
"Technology and Trademark License Agreement dated January 25, 1999 between Alain
de la Motte and Integrated Food Resources, Inc."































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