SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB
   (Mark one)
       [X] Quarterly Report Pursuant to Section 13 or 15(d)  of the Securities
           Exchange Act of 1934 For the quarterly period ended April 30, 2000

       [ ] Transition Report Pursuant to Section 13 or 15(d)  of the Securities
           Exchange Act of 1934

        For the transition period from             to

                        Commission file number 000-7633

                   VISIONQUEST WORLDWIDE HOLDINGS CORPORATION
       (Exact name of small business issuer as specified in its charter)
   Delaware                                           75-1449332
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

           7674 W. Lake Mead Blvd., Suite 150, Las Vegas Nevada 89128
              (Address of principal executive offices) (Zip Code)

                                 (702) 307-2000
                (Issuer's telephone number, including area code)

                          (Former name, former address
             and former fiscal year, if changed since last report)

Check whether the (issuer) (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or such
shorter period that registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. Yes [X]  No [ ]

Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes o  No o

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 11,027,355 as of August 14,
2000.

Transitional Small Business Disclosure Format

Yes [ ]  No [ ]

<PAGE>

                   VISIONQUEST WORLDWIDE HOLDINGS CORPORATION
                                     INDEX

Part I - Financial Information Page

Item 1. Financial Statements                                         F-1

Item 2. Management's Discussion and Analysis or Plan of Operation    1

Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K                             5

Signatures                                                           6

<PAGE>

Item 1: Financial Statements

<PAGE>

                         INDEX TO FINANCIAL STATEMENTS
                                                                   Page No.

Consolidated Balance Sheet (Unaudited)
 as of April 30, 2000                                                  F-1

Consolidated Statements of Operations (Unaudited)
 for the three months and six months ended April 30, 2000 and 1999     F-2

Consolidated Statements of Cash Flows (Unaudited)
 for the six months ended April 30, 2000 and 1999                      F-3

Notes to Consolidated Financial Statements                       F-4 - F-6

<PAGE>

                             VISIONQUEST WORLDWIDE
                      HOLDING CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheet (Unaudited)
                                 April 30, 2000
ASSETS

Current assets:
 Cash                                                     $    15,087
Inventory and deposits                                        460,118
Prepaid expenses and other receivables                         13,607
                                                              -------
   Total current assets                                       488,812

Property assets, at cost less accumulated depreciation
 and amortization of $59,044                                  240,073

Other assets                                                   26,457
                                                              -------
   Total assets                                           $   755,342
                                                              =======

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
 Accounts payable and accrued expenses                    $   298,150
 Current portion of long-term debt                          2,253,660
                                                            ---------
   Total current liabilities                                2,551,810

Long-term debt, less current portion                          189,786
                                                            ---------
   Total liabilities                                        2,741,596
                                                            ---------
Commitments

Stockholders' deficiency:
 Preferred stock, $0.50 par value,
 2,000,000 shares authorized;
 - 0 - shares issued and outstanding                  -
 Common stock, $0.001 par value;
 150,000,000 shares
  authorized; 9,777,355 shares issued
  and outstanding                                               9,777
 Additional paid-in capital                                 1,048,218
 Accumulated deficit                                       (3,044,249)
                                                            ---------
   Total stockholders' deficiency                          (1,986,254)
                                                            ---------
   Total liabilities and stockholders' deficiency         $   755,342
                                                              =======

                See notes to consolidated financial statements.

                                      F-1
<PAGE>

                             VISIONQUEST WORLDWIDE
                      HOLDING CORPORATION AND SUBSIDIARIES
               Consolidated Statements of Operations (Unaudited)


                         Three Months Ended         Six Months Ended
                               April 30                  April 30
                         2000          1999         2000          1999
Net sales                $    108,037  $         -  $   253,565   $        -
Cost of goods sold             26,729            -       65,071            -
                          -----------     --------    ---------     --------
   Gross profit                81,308            -      188,494            -
Operation expenses:

 General and
  administrative              343,778      255,533      746,476      359,416
 Professional fees             20,010       78,408       50,576      121,080
 Interest                      62,778       13,874      122,131       20,210
 Depreciation                  14,572            -       29,144          400
                              -------      -------      -------      -------
   Total operating expenses   441,138      347,815      948,327      501,106
 Loss from operations        (359,830)    (347,815)    (759,833)    (501,106)
                              -------      -------      -------      -------
Discontinued operations:
 Income from discontinued
  operations                        -            -            -       13,370
 Gain on disposal of
  discontinued
  operations
   (net of income taxes
   of $31,000)                      -            -            -       96,978
                              -------      -------      -------      -------
    Income from
     discontinued operations        -            -            -      110,348
                              -------      -------      -------      -------
    Net loss             $   (359,830) $  (347,815) $  (759,833)  $ (390,758)
                              =======      =======      =======      =======
Per share data:
 Basic:
  Loss from operations   $      (0.04) $     (0.05) $     (0.10)  $    (0.07)
  Discontinued operations:
   Income from
    discontinued operations                  -                -            -
    Gain on disposal of
     discontinued
      operations                    -            -            -         0.01
    Net loss             $      (0.04) $     (0.05)  $    (0.10)  $    (0.06)
                                 ====         ====         ====         ====
 Diluted:
  Loss from operations   $      (0.04) $     (0.05)  $    (0.10)  $    (0.07)
  Discontinued operations:
   Income from
   discontinued operations          -            -            -            -
   Gain on disposal of
   discontinued
    operations                      -            -            -         0.01
                                 ----         ----         ----         ----
    Net loss             $      (0.04) $     (0.05)  $    (0.10)  $    (0.06)
                                 ====         ====         ====         ====
Weighted average number
 of common
 shares outstanding:
  Basic                  $  8,383,212  $ 6,892,400   $7,632,414   $6,882,976
                            =========    =========    =========    =========
  Diluted                $  8,383,212  $ 6,892,400   $7,632,414   $6,882,976
                            =========    =========    =========    =========


                See notes to consolidated financial statements.

                                      F-2
<PAGE>

                             VISIONQUEST WORLDWIDE
                      HOLDING CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                For the Six Months Ended April 30, 2000 and 1999

                                              2000             1999

Net loss                                    $ (759,833)     $ (390,758)
Adjustments to reconcile net
 loss to net cash
  used in operating activities:
  (Income) from discontinued operations              -        (110,348)
  Depreciation and amortization                 29,144             400
  (Increase) in inventory and deposits         (23,963)       (223,823)
  Increase (decrease) in prepaid
  expenses and other  receivables               11,316         (45,930)
  (Increase) in other assets                       (61)        (26,847)
  (Decrease) in cash overdraft                  (8,938)              -
  Increase in accounts payable and
  accrued expenses                             180,686         150,717
                                               -------         -------
   Net cash used in operating activities      (571,649)       (646,589)
                                               -------         -------
Investing activities:
 Purchase of property assets                    (3,620)       (268,621)
                                                 -----         -------
   Net cash used in investing activities        (3,620)       (268,621)
                                                 -----         -------
Financing activities:
 Issuance of common stock                      167,500           5,500
 Proceeds from borrowings                      455,000         933,380
 Payments on long-term debt                    (32,344)         (1,400)
                                               -------         -------
   Net cash provided by financing activities   590,156         937,480
                                               -------         -------
Cash (used in) discontinued operations               -         (26,710)
                                               -------         -------
Increase (decrease) in cash                     14,887          (4,440)

Cash beginning of period                           200          40,672
                                                ------          ------
Cash end of period                          $   15,087      $   36,232
                                                ======          ======
Supplementary cash flow disclosure:
 Interest paid                              $   15,122      $      502
                                                ======          ======
 Taxes paid                                 $        -      $      913
                                                ======          ======

                See notes to consolidated financial statements.

                                      F-3
<PAGE>

                             VISIONQUEST WORLDWIDE
                      HOLDING CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 April 30, 2000


Note 1 - General

 The consolidated interim financial statements include the accounts of the
Company and its wholly-owned subsidiaries.  Material intercompany items and
transactions have been eliminated in consolidation.  Such financial statements
have been prepared by the Company without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission and, accordingly, do not
include all information and footnote disclosures required by generally accepted
accounting principles for complete financial statements.  These financial
statements should be read in conjunction with the Company's consolidated
financial statements and notes thereto for the year ended October 31, 1999.

 In the opinion of management, the unaudited interim consolidated financial
statements include all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation.  The results of operations for the
six months ended April 30, 2000, are not necessarily indicative of results for
the year ending October 31, 2000.

Note 2 - Long-term Debt

 At April 30, 2000, long-term debt consisted of the following:

 10% note payable - investors (a)          $ 1,500,000
 10% note payable - investors (b)              415,000
 10% note payable - individual (c)              50,000
 10% note payable - individual (d)              50,000
 10% note payable - retirement trust (e)       100,000
 10% note payable - stockholders (f)           112,000
 10% demand notes payable - stockholders        38,133
 Capital lease obligations with interest
  at 6.7% to 33.7%                             132,326
 Other                                          45,987
                                             ---------
                                             2,443,446

 Current maturities                           2,253,660
                                              ---------
  Total long-term debt                     $    189,786
                                                =======

                                      F-4
<PAGE>

                             VISIONQUEST WORLDWIDE
                      HOLDING CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Continued)
                                 April 30, 2000


Note 2 - Long-term Debt (Continued)

(a) All unpaid principal and interest accruing on and after April 1, 2000 at
10% per annum will be due and payable on September 30, 2000.  The note is
secured by 4,978,264 shares of the outstanding shares of the Company and all
products held by the Company for resale.  In connection with the loan, the
lenders received warrants to purchase 7,500,000 shares at $0.10 per share for a
period of one year commencing April 1, 2000 and at $0.20 per share for the
following four years.  In addition, the lenders received 1,384,196 shares as
payment for the unpaid accrued interest of $138,419 due on March 31, 2000.

(b) The Company borrowed $415,000 commencing November 16, 1999, the date of the
first advance.  Interest is at 10% per annum and will be paid monthly starting
June 20, 2000, and monthly principal payments of $69,167 start December 31,
2000 with a maturity date of May 31, 2001.  In connection with the loan
agreement, the lenders received warrants to purchase 4,150,000 shares of the
Company's common stock at $0.10 per share.

(c) Interest will be paid monthly starting April 30, 2000, and monthly
principal payments of $8,333 will commence November 30, 2000.  In connection
with the loan agreement, the lender received a warrant to purchase 100,000
shares of the Company's common stock at $0.50 per share.  The note is
subordinated in right of payment to the notes described in (a) and (b) above.

(d) Interest at 10% per annum, will be paid monthly starting May 31, 2000.
Monthly payments of principal of $8,333 start on November 30, 2000.  In
connection with the note, the lender received a warrant to purchase 100,000
shares of the Company's common stock at $0.50.  The note is subordinated in
right of payment to the notes described in (a) and (b) above.

(e) Interest will be paid monthly starting January 31, 2000, and monthly
principal payments of $16,667 will commence on July 31, 2000.  In connection
with the loan agreement the lender received a warrant to purchase 200,000
shares of the Company's common stock at $0.3125 per share.  The note is
subordinated in right of payment to the notes described in (a) and (b) above.

(f) All unpaid principal and interest accruing on and after April 1, 2000 will
be due and payable on September 30, 2000.  The stockholders received 123,650
shares of common stock in payment for unpaid accrued interest due through March
31, 2000 from previously issued notes.  The stockholders received warrants
which allow them to purchase 560,000 shares at $0.10 per share for a period of
one year commencing April 1, 2000 and at $0.20 per share for the following four
years.

                                      F-5
<PAGE>


                             VISIONQUEST WORLDWIDE
                      HOLDING CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Continued)
                                 April 30, 2000


Note 3 - Development Stage Company

 The Company was in the development stage through October 31, 1999.  The year
ending October 31, 2000 is the first year during which it is considered an
operating company.


Note 4 - Going Concern

 The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern.  The Company has incurred substantial losses
and had deficiencies in both working capital and total capital at April 30,
2000.

 In view of these matters, realization of a major portion of the assets is
dependent upon the Company's ability to meet its future financing requirements,
and upon its ability to successfully promote and market its products.  These
factors raise substantial doubt about the Company's ability to continue as a
going concern.

Note 5 - Income Taxes

 For income tax reporting purposes, costs of the Company's start-up activities
are capitalized and amortized over a five-year period beginning in the month in
which business began, which, for income tax reporting purposes, is deemed to
have been May 1999.  At April 30, 2000, a net operating loss carryforward of
approximately $1,660,000 was available to the Company for application against
future taxable income.  At April 30, 2000, the future tax benefit of the loss
carryforward approximated $560,000, against which a full valuation allowance
has been provided.

                                      F-6
<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation

Forward Looking Statement

This Quarterly Report on Form 10-QSB contains forward-looking statements. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates," "plans,"
"expects," and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the
Company's actual results to differ materially from those indicated by such
forward-looking statements. These factors include, without limitation, the
Company's ability to establish an adequate client base, its ability to develop
and continue its marketing strategies, and those set forth below in this
Registrant's Quarterly Report on Form 10-QSB  under the caption "Certain
Factors That May Affect Future Results."

The following discussion of the Company's results of operations and financial
condition should be read in conjunction with the Company's condensed
consolidated unaudited Financial Statements listed in Part I, Item 1 and the
Notes thereto appearing elsewhere in this Form 10-QSB, and the Company's
audited Financial Statements appearing in the Company's 1999 Annual Report on
Form 10-KSB

No discussion or comparison with the six month period ended April 30, 1999 is
included because the Company's previous business, which has been discontinued,
and its new business, which may be considered as a development stage company,
are so dissimilar, no comparison is possible at this time.

After consummation of the acquisition of Encore International, Inc. ("Encore")
during November 1998, and Encore's subsequent merger with VisionQuest
Worldwide, Inc., the Company initiated and began operating its marketing
program though a national network of distributors.  The VisionQuest Marketing
Program was developed by the officers of the Company who believe that the
program illustrates a comprehensive understanding of the network marketing
industry.  The Company intends to align its product line with future health and
business trends, as those trends are identified through research and other
means.

The Company's goal is to align its product line and Marketing Program with
future health and business trends.  As those trends are identified through
research and other means, the Company will continue to implement its business
plan and expand its network of distributors by identifying new individual
distributors as well as the acquisition of sales and marketing organizations
which would support sales growth.

In October 1999, the Company launched a stock incentive program for its Team
Members based on sales production, and has extended the program through March
31, 2000 and will likely offer the program as an incentive on a periodic basis.
There are 300,000 shares of the Company's common stock reserved for issuance
under the incentive program.

The Company has applied for membership in the prestigious Direct Selling
Association (DSA).  Acceptance as a member in the DSA may take up to one full
year.  This membership will provide added credibility to the Company's business
as well as the opportunity for the Company to be better informed of changes in
regulatory guidelines affecting the direct selling industry.

The Company's assets include approximately $1,506,826 as of July 31, 2000 in
product and sales material inventory at wholesale or distributor purchase
price.

                                       1
<PAGE>

In the Company's original business plan, it was estimated that it would require
approximately $1,500,000 in funding requirements and a year of operations
before the Company could show a net bottom line profit. The Company now
anticipates that it will require additional capital within the next 12 months
to meet its loan obligations and other needs described in the next two
paragraphs.  The Company will continue to investigate opportunities for
additional investor funding.  It anticipates that any additional investor
funding will be in exchange for stock and/or warrants to purchase stock.

Although efforts are underway, the Company has only made current arrangements
for a small amount of additional financing and there can be no assurance that
full amount of  financing will be available to us on commercially reasonable
terms.  The inability to obtain additional financing, when needed, would have a
material adverse effect on the Company, including possibly requiring it to
curtail or cease operations.  To the extent that any future financing involves
the sale of the Company's equity securities, the Company's then existing
stockholders could be substantially diluted. The dilution is the result of the
difference between the net tangible book value per share of common stock if
any, before the sale of any additional shares and the price per share
attributable to the shares of common stock.

In addition to the funding requirements described in the next paragraph, the
Company's obligations with respect to $2,275,133 of debt will become due within
the next 18 months.  Upon maturity of this indebtedness, the Company will
require $2,275,133 in funds to meet its obligations under these loans.  Unless
the Company is able to renegotiate all or some of the loans or secure new
financing, it will not be able to meet its obligations and will not be able to
continue its operations.

Additional funding also will be required to support the Company's projected
operational overhead during the next 12 months, as well as to develop and
acquire additional new product lines which are in line with the Company's
marketing philosophy.  These additional products will provide a more
comprehensive marketing opportunity for its Team Members, as well as generate
additional revenues for the Company.

Over the last few months the Company has been negotiating for the rights to
market an extensive new line of products including Hair Care, Skin Care and a
variety of complementary nutritional products.  In addition, these
negotiations, if successful, should result in VisionQuest acquiring some of the
distributors who formerly marketed these products, expanding its sales
organization.  The Company expects to commence marketing these new products in
September 2000.

The Company is confident that with the anticipated additional capital, it can
enter into a growth period which will allow the Company to become financially
self sufficient.  The Company has completed the development of an entire
E-business package including customizable web-sites, ISP services and Long
Distance telecommunications services.  This package, marketed under the name
VisionWorks, was strategically designed to allow every VisionQuest distributor
to take advantage of major market trends in the Internet and telecommunications
businesses and will provide for the Company to more aggressively pursue
expanding into international markets.

1999 Private Financings

On February 9, 1999, the Company completed a loan agreement (the "Loan
Agreement") with a group of investors (the "Investors") wherein it received
$1,000,000 (the "1999 Loan").  The Loan Agreement provided that an additional
$500,000 could be borrowed if management determined that such additional funds
were required for the operation of the business.  The 1999

                                       2
<PAGE>

Loan is evidenced by a $1,000,000 promissory note dated February 12, 1999, the
date of the first draw under the Loan Agreement, which note bears interest at
10% per annum.  The note matures on August 31, 2000.  The Investors also
received Class A Warrants entitling them to purchase an aggregate of 2,000,000
shares of the Company's Common Stock.  The Class A Warrants are exercisable at
$.3125 per share and expire five years from February 9, 1999.  Class A Warrants
for the purchase of an aggregate of 351,250 shares of the Company's common
stock were also issued to Gerald M. Holland and Damaso Saavedra, who are two
individuals who r epresented the Investors in the negotiations with the Company
which Class A Warrants were those the Investors would have otherwise received.

Effective May 27, 1999, as part of the 1999 Loan, the Investors loaned an
additional $200,000 to the Company and received Class A Warrants to purchase an
aggregate of 400,000 additional shares of the Issuer's Common Stock.  Effective
August 4, 1999, the Investors, as part of the 1999 Loan, loaned an additional
$300,000 to the Company and received Class A Warrants to purchase an aggregate
of 600,000 additional shares of the Company's Common Stock.

Under the terms of the Exchange Agreement by which the Company acquired Encore,
the Company agreed to issue an additional 1,000,000 shares of the Company's
Common Stock to Steve Gould, Robert Bray, Lee Kaplan and Gerald M. Holland (the
"Shareholders") if the consolidated net revenues of the Company are at least
$8,000,000 for the twelve (12) month period commencing March 1, 1999 (the "Year
1999 Additional Shares") and an additional 1,000,000 shares if the consolidated
net revenues of the Company are at least $15,000,000 (on a non-cumulative
basis) for the twelve (12) month period commencing March 1, 2000 (the "Year
2000 Additional Shares").  The Loan Agreement provided that in the event that
the Shareholders were entitled to receive the Year 1999 Additional Shares,
Class B Warrants for the purchase of an aggregate of 427,500 additional shares
of the Company's Common Stock would be issued to Gerald M. Holland and Damaso
Saavedra.  The Class B Warrants are exercisable at $.3125 per share and expire
five years from March 1, 2000.  In the event that the Shareholders were
entitled to receive the Year 2000 Additional Shares, Class C Warrants for the
purchase of an aggregate of 427,500 additional shares of the Company's Common
Stock would be issued to Gerald M. Holland and Damaso Saavedra.  The Class C
Warrants are exercisable at $.3125 per share and expire five years from March
1, 2001.  The revenue goal for the year commencing March 1, 1999 was not met
and the Year 1999 Additional Shares were not required to be issued.

On October 1, 1998, prior to the Company's acquisition of Encore International,
Inc., Encore executed and delivered promissory notes in the amount of $56,000
each to Steve Gould and Lee Kaplan to evidence its debt for funds advanced to
initiate the business of Encore.  Such notes bore interest at the rate of 6%
per annum and were to mature on September 30, 1999.  Under the terms of the
Loan Agreement with the Investors, both Messrs. Gould and Kaplan agreed to
accept replacement notes which provide that no payment of interest or principal
on such replacement notes may be made to them unless all payments of principal
and interest due at that time on the promissory notes delivered to the
Investors shall have been made.  The replacement notes delivered by the Company
to Messrs. Gould and Kaplan bear interest at a rate of 10% per annum and mature
August 31, 2000. In consideration for their accepting the replacement notes,
Messrs. Gould and Kaplan each received Class A Warrants to purchase 1 12,000
shares of Company's Common Stock.  Such Class A Warrants are on the same terms
and conditions as the Class A Warrants issued to the Investors pursuant to the
Loan Agreement.

In 1999, the Company also received an aggregate of $200,000 in loans in
transactions with three private individuals.  In connection with these
transactions, the Company issued three subordinated promissory notes in the
amounts of $100,000, $50,000 and $50,000, bearing interest at
                                       3
<PAGE>

a rate of 10% per annum. The notes mature on December 31, 2000, April 30, 2001
and May 31, 2001, respectively .  These three investors also received Class A
Warrants entitling them to purchase 200,000 shares, 100,000 shares and 100,000
shares, respectively, of the Company's Common Stock.  The Class A Warrants are
exercisable at $.3125 per share, $.50 per share and $.50 per share,
respectively; and expire five years from the date of issuance.

2000 Private Financings

In February 2000, the Company sold 1,000,000 shares of its Common Stock to one
individual for the sum of $100,000.  During the period commencing February 2000
through June 2000, the Company sold 1,050,000 shares of its common stock to
various persons for the aggregate sum of $210,000 or $.20 per share.

On April 26, 2000, the Company executed  Loan Agreement No. 2 with 10 private
investors, which included the original investors in the February 9, 1999 Loan
Agreement and Messrs. Damaso Saavedra, Gould and Kaplan (all of whom are
collectively referred to as the "New Investors"), evidencing a loan for the sum
of $415,000 (the "$415,000 Loan"). The $415,000 Loan is evidenced by a
promissory note dated November 16, 1999, the date of the first advance, and
provides for payment of interest at the annual rate of 10% commencing monthly
on June 30, 2000 and six equal payments of principal commencing December 31,
2000.  The note matures on May 31, 2001.  The New Investors also received Class
D Warrants entitling them to purchase an aggregate of 4,150,000 shares of the
Company's Common Stock.  The Class D Warrants are exercisable at $.10 per share
and expire five years from April 1, 2000.

In connection with $415,000 Loan, the Company and the New Investors agreed to
certain modifications of the 1999 Loan. All interest accrued through March 31,
2000, totaling $138,419.20, on the $1,000,000 note, the $200,000 note and the
$300,000 note was converted into the Company's Common Stock at a rate of $.10
per share or a total of 1,384,192 shares.  The $1,000,000 note, the $200,000
note and the $300,000 note were exchanged for one note in the amount of
$1,500,000 dated April 1, 2000 and which matures on September 30, 2000.
Additionally, the interest due to Messrs. Kaplan and Gould under each of their
$56,000 promissory notes from the Company or $6,382.48 was converted into
63,825 shares of the Company's Common Stock and new Subordinated Notes were
issued to each, such notes bearing interest at 10% per annum and maturing on
September 30, 2000.

The Class A warrants to purchase an aggregate of 3,000,000 shares of the
Company's common stock which were issued in the 1999 Loan were cancelled and in
exchange therefor the Company issued Class E warrants to purchase an aggregate
of 7,500,000 shares which Class E warrants have an exercise price of $.10 per
share during the first year of the warrant's five-year term and $.20 per share
during the remaining four years of the warrants' term.  In addition, Loan
Agreement No. 2 provided for the warrants for the purchase of 112,000 shares of
the Company's common stock which were issued to each of Messrs. Gould and
Kaplan in connection with the 1999 Loan to be cancelled and exchanged for Class
E warrants at the same ratio of 2.5 Class E warrants for each Class A warrant.
Also as part of the $415,000 Loan, Class A warrants for the purchase of an
aggregate of 351,250 shares of common stock which were issued to Gerald M.
Holland and Damaso Saavedra were exchanged for common stock on a 1-for-1 basis.
Also modified under Loan Agreement No. 2 was the issuance of the Year 1999 and
Year 2000 Additional Shares.  Under the modification, the effective dates for
calculation of the Additional Shares was amended to the calendar year 2001 and
the calendar year 2002.  If revenues are such that the Additional Shares are
required to be issued for the years 2001 and/or 2002, Messrs. Holland and
Saavedra will be entitled

                                       4
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to receive for each such year an aggregate of 427,500 shares of common stock
rather than 427,500 Class B or C warrants.

Use of Proceeds of 1999 and 2000 Private Financings

The majority of the proceeds of the 1999 private financings has been utilized
for deposits and payments on product inventory and sales and marketing
materials as well as operating capital during the Company's pre-launch phase
and initial operation period.   The proceeds from the 2000 private financings
is being used for operating capital.

The Company intends to pursue a moderately aggressive approach to building
inventory and expanding its product line during the next twelve months, while
maintaining some funds in reserve so that it can support the needs of the
Company's Team Members in a timely manner.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

Exhibits:

27. Financial Data Schedule (for SEC use only)
Reports of Form 8-K:
None.

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                                   SIGNATURE
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchanges
Act of 1934, the Registrant has duly caused this Quarterly Report on Form
10-QSB to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: August  , 2000.
                          VISIONQUEST WORLDWIDE HOLDINGS CORPORATION

                          BY:  /s/Steve Gould
                               Steve Gould, President, Chief Executive
                               Officer, Treasurer, Chief Financial Officer
                               and Director

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