U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 
31, 1999

OR

[ ] 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: 33-43621

INTERNET BUSINESS S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
	Delaware							33-0307734
	(State or jurisdiction of  incorporation		I.R.S. Employer
	or organization)						Identification No.)

3900 Birch Street, Suite 111, Newport Beach, California	92660 
(Address of principal executive offices)			(Zip Code)

Registrant s telephone number:  (949) 833-0261

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

	Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the registrant was required to file such 
reports), and (2) been subject to such filing requirements for the 
past 90 days.  Yes   X    No       .        

	Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K is not contained herein, and 
will not be contained, to the best of registrant s knowledge, in 
definitive proxy or information statements incorporated by reference 
in Part III of this Form 10-K or any amendment to this Form 10-K [ ].  
Not Applicable.

	The aggregate market value of the voting stock held by non-
affiliates of the registrant as of May 10, 1999: Common Stock, par 
value $0.001 per share -- $27,085,595.  As of May 10, 1999, the 
registrant had 177,302,997 shares of common stock issued and 
outstanding.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION					 PAGE

	ITEM 1.  FINANCIAL STATEMENTS
	
	BALANCE SHEETS AS OF MARCH 31, 1999
	AND JUNE 30, 1998                                       3

	STATEMENTS OF OPERATIONS FOR THE THREE
	AND NINE MONTHS ENDED MARCH 31, 1999
	AND MARCH 31, 1998                                      4
	
	STATEMENTS OF CASH FLOWS FOR THE NINE
	MONTHS ENDED MARCH 31, 1999 AND
	MARCH 31, 1998                                         5

	NOTES TO FINANCIAL STATEMENTS                          6
	
	ITEM 2.  MANAGEMENT S DISCUSSION AND ANALYSIS OF
	FINANCIAL CONDITION AND RESULTS OF OPERATIONS          9
	
PART II

	ITEM 1.  LEGAL PROCEEDINGS                            11
	
	ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS    11
	
	ITEM 3.  DEFAULTS UPON SENIOR SECURITIES              11

	ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
	OF SECURITY HOLDERS                                   11
	
	ITEM 5.  OTHER INFORMATION                            11
	
	ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K             24

SIGNATURE                                                   25







PART I.

ITEM 1.  FINANCAL STATEMENTS.

INTERNET BUSINESS S INTNERATIONAL, INC.
BALANCE SHEETS (Unaudited)
                                 June 30, 1998        March 31, 1999

ASSETS
	CURRENT ASSETS:
	Cash and cash equivalents	$  1,102	$      0
	Accounts Receivable	0	0
	Inventories	0	0
	Prepaid expenses	       0	     0

	Total current assets	   1,102	       0
	
FIXED ASSETS	       0	0
OTHER ASSETS:
	Web Sites		1,120,000
	Prepaid advertising		164,160
	Note Receivable: Iron Horse Holdings		2,500,000

	Total Assets	$      1,102	$3,784,160

LIABILITIES AND SHAREHOLDERS  EQUITY (DEFICIT)

CURRENT LIABILITIES:
Notes payable and current
maturities of long-term debt	$       0	$     0
	Accounts payable	1,819,644	0
	Accrued wages and benefits	0	0
	Accrued commissions
	and marketing	0	0
	Other accrued expenses	      0	0

	Total current liabilities	1,819,644	0

LONG TERM DEBT:	455,000	0

SHAREHOLDERS  EQUITY (DEFICIT):
	Preferred Stock Issued	0	2,090,000
	Preferred Stock Subscribed	0	300,000
	Common Stock	428,000	1,572,187
	Additional paid-in capital	1,000	303,428
	Retained earnings (deficit)	(2,702,542)	(2,221,087)
	Current earnings (deficit)		2,214,813
	
Total Shareholders  Equity	(2,273,542)	3,784,160
	Total Liabilities 
	& Shareholders  Equity	$      1,102	$3,784,160






INTERNET BUSINESS S INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS (Unaudited)

		       Three Months Ended            	Nine Months Ended
		March 31,	March 31,	March 31,	March 31,
		1998	1999	1998	1999

REVENUES
		$  72,000	$     0	$2,376,000	$     0

COST OF SALES
		371,839	0	2,346,839	0

GROSS PROFIT
		(299,839)	0	29,161	0

EXTRAORDINARY INCOME
Debt forgiveness
					2,274,644

OPERATING EXPENSES:
Selling and distribution
		7,000	0	424,998	0

General and administration
		39,000	18,231	296,002	55,943

Interest expense, net
		19,000	0	69,000	0

Total Operating Expenses
		65,000	18,231	790,000	55,943

GAIN (LOSS) ON
DISPOSITION
		(299,703)		(299,703)

OTHER INCOME
					2,386

NET INCOME (LOSS)
		$(664,542)	$(18,231)	$(1,060,542)	$2,221,087

NET INCOME (LOSS) PER
COMMON SHARE
		$(nil)	$(nil)	$(nil)	$0.01

WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING
		154,763,438	177,302,997	154,763,438	177,302,997


See Accompanying Notes to Financial Statements


INTERNET BUSINESS S INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS (Unaudited)

                                       Nine Months Ended
		March 31, 1998	March 31, 1999

	CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Income (Loss)	(1,060,542)	$2,221,087
	Adjustments for non-cash items:
	Debt forgiveness		(2,274,644)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities:
	Depreciation and amortization	0	0
	Changes in assets
	and liabilities:
	Accounts receivable	154,000	0
	Inventories	422,000	0
	Prepaid expenses	(2,417)	0
	Accounts payable	183,913	52,455
	Accrued wages and benefits	(28,273)	0
	Accrued commissions and marketing	(44,792)	0
Other accrued expenses	(37,839)	0
	
	Net cash provided by (used in)
	operating activities	(413,950)	(1,102)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to, and
	reduction of, fixed assets	800,000	0

	Net cash provided by (used in)
	investing activities	800,000	0

	CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payments on
	notes payable	(413,009)	0

	Net cash provided by (used in)
	financing activities	(413,009)	0

	NET INCREASE (DECREASE) IN CASH	(26,959)	(1,102)

	CASH AND CASH EQUIVALENTS,
	beginning of period	28,000	1,102

	CASH AND CASH EQUIVALENTS,
	end of period	$   1,041	$       0


See Accompanying Notes to Financial Statements


NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

Note 1.  Description of the business

Internet Business s International, Inc. (the Company), was in the 
manufacturing business, these operations ceased as of December 31, 
1997. In December 1998 after new management was in place, a decision 
was made to change the company into an Internet Company offering E-
commerce, internet access as an Internet Service Provider, hosting 
through our own server and other enhancements and service through and 
for the Internet. It was also determined to change the companies name 
to better reflect the companies operation: Internet Business s 
International, Inc.  The management began after the first of the year 
looking for ways to implement the Company s operations.

Note 2.  Change in Control

In November 1998 new stock holders bought majority control from  
Michael W. Hogarty, and other stock holders in a private transaction. 
Immediately after the stock ownership changed Michael W. Hogarty 
resigned as the Chief Executive Officer and President of the Company,  
and  Michael W. Hogarty who was also the sole director resigned after 
nominating and electing two new directors from the group that bought 
the controlling shares of stock. 

Note 3.  Summary of Significant Accounting Policies

Fiscal Year

The Company s fiscal year was the 52-53 week period ending on the 
Saturday closest to June 30.  For clarity of presentation, fiscal 
year end and period end dates in the accompanying financial 
statements and notes are referred to as June 30 and March 31 for the 
applicable period presented.

Accounts Receivable and Revenues

With the new venture for the company into E-commerce, revenues will 
be generated though credit card sales over the Internet, minimizing 
the risk of bad debt.

Inventories

With this new line of business inventories will be kept to a minimum.
 .
Fixed Assets

All of the Company s fixed assets will be Internet related. The exact 
extent of what this will consist of will be determined with time.


Other Assets

Other assets will consists primarily of software for Internet 
programs and other related assets.

Goodwill

Due to the change in the new nature of the business the company will 
not include goodwill in it s financial reports at this time. 

Income Taxes

The Company follows Statement of Financial Accounting Standards 
(SPAS) No. 109, Accounting for Income Taxes. Under this method, 
deferred income taxed was recognized for the tax consequences in 
future years of difference between the tax bases of assets and 
liabilities, and their financial reporting amounts at each year-end 
based on enacted tax laws and statutory tax rates applicable to the 
periods in which the differences were expected to affect taxable 
income. Valuation allowances were established, when necessary, to 
reduce deferred tax assets to the amount expected to be realized. 
Under this standard the provision for income taxes represents the tax 
payable for the period and the change during the period in deferred 
tax assets and liabilities.

Stockholders Equity Common Share

Stockholders equity common share is based on the reported net equity 
divided by the weighted average number of common shares outstanding. 

Cash Equivalents

The Company considered highly liquid debt instruments purchased with 
a maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The carrying value of the Company s cash and cash equivalents, 
accounts receivable, accounts payable, accrues expenses and notes 
payable approximates fair value.

Management Estimates

The preparation of financial statements in conformity with generally 
accepted accounting principles required management to make estimates 
and assumptions that affect the reported amounts of 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 estimates.


Note 4.  Commitments

Leases

The company doesn t lease current corporate office facility. A more 
permanent base of operation will be determined after the fist of the 
year.

Note 5.  Stock Issuance

Current stock authorized

The company is currently authorized to issue up to 199,000,000 share 
of common stock and 1,000,000 of preferred stock.

Issued and outstanding stock

Common Stock. The Company by the end of this quarter had issued 
177,302,997 common shares of which 134,499,037 are restricted.  Of 
the restricted 8,004,025 will become free trading on July 21, 1999.

Preferred Stock . There was 23,900 shares of Preferred Stock issued 
by the end of this Quarter.

Preferred Stock Issuance

On December 15, 1998 the Company entered into an agreement with Iron 
Horse Holdings, Inc.  (IHHI) wherein IHHI agreed to buy up to 
25,000 the Company s preferred shares at the price of at the price of 
$100.00 per share. Shares purchased under this agreement are to be 
issued to IHHI or its designee. Payment for shares sold under this 
agreement is to be in the form of a promissory note bearing interest 
at the rate of 9% per annum, and the obligation created thereby is to 
be secured by a blanket, or all inclusive security agreement 
executed by IHHI and perfected by filings as specified by law. Until 
such note is paid in full, IHHI shall pay the 3% coupon on such 
shares as are issued under this agreement directly to the 
shareholder(s) of record at the time such payment becomes due.

By the end of the quarter ending March 31, 1999  23,900 shares were 
issued according to the agreement with IHHI.  The  balance of the 
shares to be issued 0f 1,100 at a par value of $100.00 per share or 
$110,000.00 are being treated as additional paid in capital, and are 
included as such on the balance sheet.

Common Stock Issuance 

On December 15, 1998 the company agreed  to issue common shares to 
Iron Horse Holdings, Inc. IHHI for IHHI to pay it s bills in exchange 
for the issuance of restricted common stock. Under the terms to this 
agreement, the Company issued an additional 9,154,999 shares by March 
31, 1999. 
On December 21, 1998 the company agreed to acquire several internet 
sites with issuance of common stock.  Under to the terms of this 
agreement 8,000,000 shares were issued. 

By  the end of this  quarter the company issued an additional 
2,087,791 shares for advertising and site maintenance.

 At the end of June 30, 1998 there were 158,060,207 shares issued the 
total to shares since that date as identified above added an 
additional 19,242,790 shares bring the total to 177,302,997.

Note 6.  Extraordinary Income

After review by legal consul about the collectability of the 
company s unsecured prior debts, it was determined by management to 
show those debts as uncollectable.  Therefore management has decided 
to write those debts off and according to the Internal Revenue Code 
that uncollectable debt has to be shown as extraordinary income. 

Note 7.  Net Loss Carry Forward

The Net Loss Carry Forward that incurred due to the prior operation 
if the Company will be used to offset the impact of the Extraordinary 
Income as indicated above. 

Note 8.  Wages Payable  

The corporate officers are due wages for the months of November 1998 
to March 1999. In lieu of cash payments, the officers will take 
additional shares of stock at the higher of $.02 per share or market 
price of the stock at the end of each month. These shares will not be 
issued until the Company is current with it s filings as required by 
State, and Federal Governments. The wages are for $15,000.00 per 
month for two of the officers. Another officer that started in 
February of 1999 will receive $5,000.00 per month under the same 
terms and condition as stated above.  

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

The following discussion should be read in conjunction with the 
financial statements of the Company and notes thereto contained 
elsewhere in this report.

Results of Operations.

Revenues for the nine month period ended March 31, 1999 of $0 
decreased 100% when compared with revenues of $2,376,000 in the prior 
year comparable period due to the shut down of operations of the 
Company on December 31, 1997.


Liquidity and Capital Resources.

Net cash used by the Company was $1,102 for the three month 
period ended March 31, 1999 versus cash used in operating activities 
of $413,950 in the comparable prior year period. 

Capital Expenditures.

No material capital expenditures were made during the quarter ended 
on March 31, 1999.

Year 2000 Issue.

	The Year 2000 issue arises because many computerized systems use 
two digits rather than four to identify a year.  Date sensitive 
systems may recognize the year 2000 as 1900 or some other date, 
resulting in errors when information using the year 2000 date is 
processed.  In addition, similar problems may arise in some systems 
which use certain dates in 1999 to represent something other than a 
date.  The effects of the Year 2000 issue may be experienced before, 
on, or after January 1, 2000, and if not addressed, the impact on 
operations and financial reporting may range from minor errors to 
significant system failure which could affect the Company s ability to 
conduct normal business operations. This creates potential risk for 
all companies, even if their own computer systems are Year 2000 
compliant.  It is not possible to be certain that all aspects of the 
Year 2000 issue affecting the Company, including those related to the 
efforts of customers, suppliers, or other third parties, will be fully 
resolved.

The Company currently believes that its systems are Year 2000 
compliant in all material respects, its current systems and products 
may contain undetected errors or defects with Year 2000 date 
functions that may result in material costs.  Although management is 
not aware of any material operational issues or costs associated with 
preparing its internal systems for the Year 2000, the Company may 
experience serious unanticipated negative consequences  (such as 
significant downtime for one or more of its web site properties) or 
material costs caused by undetected errors or defects in the 
technology used in its internal systems.  Furthermore, the purchasing 
patterns of advertisers may be affected by Year 2000 issues as 
companies expend significant resources to correct their current 
systems for Year 2000 compliance.  The Company does not currently 
have any information about the Year 2000 status of its advertising 
customers. However, these expenditures may result in reduced funds 
available for web advertising or sponsorship of web services, which 
could have a material adverse effect on its business, results of 
operations, and financial condition.  The Company s Year 2000 plans 
are based on management s best estimates.

Forward Looking Statements.

The foregoing Management s Discussion and Analysis, and the 
discussion set forth under Item 5 Other Information, contain 
forward looking statements within the meaning of Section 27A of the 
Securities Act of 1933, as amended, and Section 21E of the Securities 
Act of 1934, as amended, and as comptemplated under the Private 
Securities Litigation Reform Act of 1995, including statements 
regarding, among other items, the Company s business strategies, 
continued growth in the Company s markets, projections, and 
anticipated trends in the Company s business and the industry in 
which it operates.  The words believe, expect, anticipate, 
intends, forecast, project, and similar expressions identify 
forward-looking statements.  These forward-looking statements are 
based largely on the Company s expectations and are subject to a 
number of risks and uncertainties, certain of which are beyond the 
Company s control.  The Company cautions that these statements are 
further qualified by important factors that could cause actual 
results to differ materially from those in the forward looking 
statements, including, among others, the following: reduced or lack 
of increase in demand for the Company s products, competitive pricing 
pressures, changes in the market price of ingredients used in the 
Company s products and the level of expenses incurred in the 
Company s operations.  In light of these risks and uncertainties, 
there can be no assurance that the forward-looking information 
contained herein will in fact transpire or prove to be accurate.  The 
Company disclaims any intent or obligation to update forward looking 
statements. 

PART II.

ITEM 1.  LEGAL PROCEEDINGS.

The Company is not a party to any material pending legal 
proceedings and, to the best of its knowledge, no such action by or 
against the company has been threatened.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

No matters were submitted to a vote of the Company s 
stockholders during the first quarter of the fiscal year covered by 
this report.

ITEM 5.  OTHER INFORMATION.

Introduction

The Company, after January 1, 1999, has been engaged in the 
development, operation and marketing of a number of commercial 
internet web sites (as contrasted to the pizza production business 
that the Company was previously engaged in under former management). 
The Company is an internet company that offers a branded network of 
comprehensive information, communication and shopping (auction) 
web sites, using technology which it has either developed itself, or 
for which it has acquired licenses.

The Company first announced its web sites in March of 1999.  As 
of the date of this filing, the Company has three such internet 
web sites.  Two of these web sites act as subject-focused discussion 
forums on which the web site visitor can exchange messages with other 
visitors, thereby creating a community of interest focused on a 
central, underlying theme. The discussion themes for these  two 
forums are sports and film. The license that the Company holds allows 
it to quickly expand to as many different subject themes necessary.  
The current discussion sites, known as SportzFanz.com and 
FilmFanz.com, derive income from the sale of the advertising which is 
displayed to the web site s visitors. The Company makes these 
properties available without charge to users.  The remaining current 
web site, www.AuctionWinner.com, provides a real-time auction facility 
to its users, wherein, for a fee, the user can list various items for 
public bidding and sale to the bidder with the highest offer at the 
time of the auction s closing.  The Company believes that User-
Contributed Content, as embodied in the Company s internet 
offerings, will allow a maximum of interesting, diverse, and 
continuously-updated, web site content at minimum cost and 
administrative overhead.

The Company s SportzFanz.com web site offers a comprehensive, 
intuitive and user-friendly system to access aggregated information 
content, communication services, and user community services. The 
web site includes a hierarchical, subject-based index of user-
contributed messages focused on its underlying theme of sports 
discussion. Users can either browse the listings by subject matter, 
or use a rapid keyword search facility that scans the contents of the 
entire directory or any subcategory within the web site.  Through 
sponsorship and advertising arrangements with merchants, the Company 
offers its user-members the opportunity to purchase goods and 
services.

The following explanation will address the new business line 
for the Company, as well as many of the risks associated with this 
business.

Market

The market for internet products and services is highly 
competitive. There are no substantial barriers to entry in these 
markets, and management expects that competition will continue to 
intensify. Negative competitive developments could have a material 
adverse effect on the Company s business and on the trading price of 
its stock.  The Company competes with many other providers of online 
navigation, information and community services.  As the Company 
expands the scope of its internet services, it will compete directly 
with a greater number of internet sites and other media companies 
across a wide range of different online services.

The Company also competes in vertical markets where competitors 
may have advantages in expertise, brand recognition, and other 
factors.  Many companies offer directly competitive products or 
services information and community services, including, among others: 
America Online, Inc.; Yahoo!; CNET, Inc. (Snap); Excite, Inc.; 
Infoseek Corporation (including Go network); Lycos, Inc. (including 
HotBot and Tripod); Microsoft Corporation (msn.com); and Netscape 
Communications Corporation (Netcenter).  In the past several months, 
there have been a number of significant acquisitions and strategic 
plans announced among and between these companies. These include: The 
Walt Disney Company acquiring a significant interest in Infoseek; AOL 
acquiring Netscape; @Home Networks, Inc., a provider of high speed 
internet access serving the cable television infrastructure and the 
largest shareholder of which is AT&T, acquiring Excite, Inc.; NBC 
acquiring an interest in Snap, a subsidiary of CNET; USA Networks and 
Ticketmaster Online-Citysearch, Inc. announcing that they intend to 
combine their services with Lycos, Inc.

The effect of these completed and pending acquisitions on the 
Company cannot be predicted with certainty, but all of these 
competitors are aligned with companies that are significantly larger 
or more well established than the Company.  As a result, each of them 
will have access to significantly greater financial, marketing and, 
in certain cases, technical resources than the Company.  For example, 
assuming that its acquisition by @Home Networks is approved, Excite 
will significantly enhance its access to knowledge about broadband 
transmission technology.

These acquisitions, if consummated, will also result in many of 
these companies gaining access to significantly greater marketing 
resources.  For example, the combination of Lycos with USA Networks 
and Ticketmaster Online-Citysearch, Inc. will permit Lycos to access 
significant television resources for marketing and other purposes.  
In addition, Infoseek and The Walt Disney Company recently entered 
into an agreement whereby Disney gains a significant interest in 
Infoseek.  The parties have introduced a portal and navigation 
service entitled Go.com, which is supported by Disney s substantial 
promotional and media resources.  Similarly, Snap, by virtue of its 
relationship with NBC, has and will continue to be supported by NBC s 
substantial promotional and media resources.  Several large media 
companies, including both Time Warner, Inc. and CBS, have announced 
that they are contemplating internet navigation services and are 
attempting to become gateway sites for web users. These and other 
competitors are expected to continue to make substantial marketing 
expenditures to promote their online properties.  The Company may be 
required to increase its sales and marketing expenditures 
significantly in response to these efforts, which may materially 
impair its operating results and may not be successful.

The recent announcements of the proposed acquisitions listed 
above will result in greater competition as they consolidate more 
users of the internet on a single service and incorporate 
communication and community into their offerings.  For example, 
Netscape announced an agreement with Excite under which Excite will 
be the most prominent navigational service within the Netcenter web 
site and will therefore bring Excite s communication and community 
features to the Netcenter s users.  In the future, Netscape, 
Microsoft and other browser suppliers may also more tightly integrate 
products and services similar to those offered by the Company into 
their browsers or their browsers  pre-set home pages.  In addition, 
entities that sponsor or maintain high-traffic web sites or that 
provide an initial point of entry for internet users, such as the 
Regional Bell Operating Companies, long-distance providers and cable 
companies such as AT&T/TCI through @Home Networks and Excite, Inc., 
or Internet Service Providers (ISPs) such as Microsoft and AOL, 
currently offer and could further develop, acquire or license 
internet community, communications and commerce services that compete 
with those offered by the Company.  Any of these companies could take 
actions that would make it more difficult for consumers to find and 
use the Company s services.
 
A large number of web sites and online services, such as the 
Microsoft Network, AOL, and Netscape (Netcenter), other web 
navigation companies such as Excite, Lycos, and Infoseek, and high-
traffic e-commerce merchants such as Amazon.com, Inc. also offer or 
are expected to offer informational and community features (such as 
auctions, chat services, message boards, email and personal 
calendaring) that may be competitive with the services the Company 
offers.  A number of companies, including Hotmail (acquired by 
Microsoft) and WhoWhere? Inc. (acquired by Lycos), offer web-based 
email service similar to those the Company offers on its discussion 
web sites. These companies are expected to continue to provide such 
services in tandem with larger navigational sites and online 
services. In order to effectively compete, the Company may need to 
expend significant internal engineering resources or acquire other 
technologies and companies to provide such capabilities.

Competition for Advertising Expenditures.

The Company competes with online services, other web site 
operators and advertising networks, as well as traditional offline 
media such as television, radio and print for a share of advertisers  
total advertising budgets.  Management believes that the number of 
companies selling web-based advertising and the available inventory 
of advertising space has recently increased substantially. 
Accordingly, the Company may face increased pricing pressure for the 
sale of advertisements, which could reduce its advertising revenues.  
In addition, its sales may be adversely affected to the extent that 
its competitors offer superior advertising services that better 
target users or provide better reporting of advertising results.

Principal Competitive Factors.

Management believes that the principal competitive factors in 
its markets are: brand recognition; ease of use; comprehensiveness; 
personalization; independence; quality and responsiveness of search 
results and other services; the availability of high-quality, 
targeted content and focused value-added products and services; 
access to end users; and with respect to advertisers and sponsors, 
the number of users, duration and frequency of visits, and user 
demographics.  Competition among current and future suppliers of 
internet informational, communication, community and commerce 
services, high-traffic web sites and ISPs, as well as competition 
with other media for advertising placements, could result in 
significantly lower prices for advertising and reductions in 
advertising revenues.

The Company also faces competition with respect to the 
acquisition of strategic businesses and technologies.  Many of its 
existing competitors, as well as a number of potential new 
competitors, have significantly greater financial, technical, 
marketing and distribution resources than the Company does.  In 
addition, providers of internet tools and services may be acquired 
by, receive investments from, or enter into other commercial 
relationships with larger, well-established and well-financed 
companies, such as Microsoft and AOL.  It is difficult to predict 
with certainty what the effects will be of the proposed acquisition 
of Netscape by AOL or Excite by @Home Networks, but it will likely 
increase the Company s competitive in several respects, including 
their additional access to end users and the ability to provide a 
more comprehensive offering to advertisers and sponsors.  In 
addition, well-established traditional media companies may acquire, 
invest or otherwise establish commercial relationships with its 
competitors.  These larger companies may use their substantial media 
resources to promote and enhance their own services.  Greater 
competition resulting from such relationships could have a material 
adverse effect on the Company s business.

The Company regards its copyrights, trademarks, trade dress, 
trade secrets, and similar intellectual property as critical to its 
success.  The Company relies upon trademark and copyright law, trade 
secret protection and confidentiality or license agreements with its 
employees, customers, partners and others to protect its proprietary 
rights.  Effective trademark, copyright, and trade secret protection 
may not be available in every country in which its products and media 
properties are distributed or made available through the internet.  
The distinctive elements of the Company s web sites may not be 
protectible under copyright law.  Management cannot guarantee that 
the steps the Company has taken to protect its proprietary rights 
will be adequate.  Many parties are actively developing 
communication, community, e-commerce, and other web-related 
technologies.  Management believes that such parties will continue to 
take steps to protect these technologies, including seeking patent 
protection.  As a result, management believes that disputes regarding 
the ownership of such technologies are likely to arise in the future.  
For example, management is aware that a number of patents have been 
issued in the areas of electronic commerce, online auctions, web-
based information, online direct marketing, fantasy sports, common 
web graphics formats and mapping technologies.  Management 
anticipates that additional third-party patents will be issued in the 
future.  From time to time these parties may assert patent 
infringement claims against the Company.  Management cannot guarantee 
that it would be able to license such patents on reasonable terms.  
The Company may incur substantial expenses in defending against 
third-party patent claims regardless of the merit of such claims. In 
the event that there is a determination that the Company has 
infringed such third-party patent rights, the Company could incur 
substantial monetary liability and be prevented from using the rights 
in the future.

Employees

As of the date of this filing, the Company had 3 full-time 
employees.  The Company s future success is substantially dependent 
on the performance of its senior management and key technical 
personnel, and its continuing ability to attract and retain highly 
qualified technical and managerial personnel.
 
Risk Factors

In addition to the other information in this Report (including 
under the captions Competition and Proprietary Rights), the 
following factors may be encountered in the operation of the Company 
under its current plan of business:

a.  Limited Operating History

The Company has only begun operations as an internet company 
since January 1, 1999. Therefore, the Company has a limited operating 
history, and its prospects are subject to the risks, expenses and 
uncertainties frequently encountered by young companies that operate 
exclusively in the new and rapidly evolving markets for Internet 
products and services.  Successfully achieving its growth plan 
depends on, among other things, the Company s: ability to continue to 
develop and extend its brand; ability to develop new web site 
properties; ability to maintain and increase the levels of traffic on 
its internet properties; development or acquisition of services or 
products equal or superior to those of the Company s competitors; 
ability to effectively generate revenues through sponsored services 
and placements on the Company s internet web site properties; ability 
to effectively integrate the technology and operations of businesses 
or technologies which the company may acquire; ability to 
successfully develop and offer new personalized web-based services, 
such as e-mail services, to consumers without errors or interruptions 
in service; and ability to identify, attract, retain and motivate 
qualified personnel.  Furthermore, the success of the Company s 
growth plan depends on factors outside its control including, among 
other things: the adoption by the market of the web as an advertising 
medium; the successful sale of web-based advertising by the Company s 
sales agents; and the relative price stability for web-based 
advertising, despite competition and other factors that could reduce 
market prices for advertising.  The Company may not be successful in 
implementing its growth plan or continuing to operate its business as 
anticipated.

b.  Anticipation of Increased Operating Expenses

Because of the Company s limited operating history and the 
uncertain nature of the rapidly-changing markets it serves, the 
accurate prediction of future results of operations is difficult or 
impossible.  The Company currently expects that its operating 
expenses will increase significantly as the sales and marketing 
operations are expanded and as the Company continues to develop and 
extend its brand.  As a result, the Company may experience 
significant losses on a quarterly and annual basis.

c.  Operating Results May Fluctuate

The Company expects to derive the majority of its revenues from 
the sale of advertisements under short-term contracts, which are 
difficult to forecast accurately.  As noted above, the Company 
expects its operating expenses to increase significantly over the 
near term. To the extent its expenses increase but its revenues do 
not, its business, operating results, and financial condition will be 
materially and adversely affected.  Operating results may fluctuate 
significantly in the future as a result of a variety of factors, many 
of which are outside its control. These factors include: the level of 
usage of the internet; demand for internet advertising; the addition 
or loss of advertisers; the level of user traffic on the Company s 
online media properties; the advertising budgeting cycles of 
individual advertisers; the mix of types of advertising the Company 
sells (targeted advertising generally has higher rates); the amount 
and timing of capital expenditures and other costs relating to the 
expansion of its operations; the introduction of new products or 
services by the Company or its competitors; pricing changes for 
internet-based advertising; the timing of initial set-up, engineering 
or development fees that may be paid in connection with larger 
advertising and distribution arrangements; technical difficulties 
with respect to the online web site properties that the Company may 
develop; costs incurred with respect to acquisitions; negative 
general economic conditions and resulting effects on media spending; 
and economic conditions specific to the internet and online media.

A key element of the Company s strategy is to generate 
advertising revenues through sponsored services and placements by 
third parties in its online media properties in addition to banner 
advertising.  In connection with these arrangements, the Company may 
receive sponsorship fees as well as a portion of transaction revenues 
received by the sponsor from business originated through the Company 
placement, in return for minimum levels of user impressions to be 
provided by the Company.  These arrangements expose the Company to 
potentially significant financial risks, including: the risk that the 
Company fails to deliver required minimum levels of user impressions 
or click throughs (in which case, these agreements typically 
provide for adjustments to the fees payable thereunder or make good 
periods); the risk that sponsors do not renew the agreements at the 
end of their term or that they renew at lower rates; and the risk 
that the arrangements do not generate anticipated levels of shared 
transaction revenue, or that sponsors default on the payment 
commitments in such agreements (as has occurred in the past).

As a result of these financial risks, the Company cannot 
guarantee that it will achieve significant revenue from these 
sponsorship arrangements.  In addition, because the Company has 
limited experience with these arrangements, management is unable to 
determine what effect they will have on gross margins and results of 
operations.

d.  Dependence on Continued Growth in Use of the Internet; 
Technological Change

The Company  s future success is dependent upon continued 
growth in the use of the internet and the web in order to support the 
sale of advertising on its online web site properties. web-based 
advertising is relatively new, and it is difficult to predict the 
extent of further growth, if any, in web advertising expenditures.  
The internet may not prove to be a viable commercial marketplace for 
a number of reasons, including lack of acceptable security 
technologies, potentially inadequate development of the necessary 
infrastructure, or timely development and commercialization of 
performance improvements.  To the extent that the internet continues 
to experience significant growth in the number of users and level of 
use, the internet infrastructure may not be able to support the 
demands placed upon it by such growth and the performance or 
reliability of the web may be adversely affected.

The market for internet products and services is characterized 
by rapid technological developments, evolving industry standards and 
customer demands, and frequent new product introductions and 
enhancements.  To the extent that higher bandwidth internet access 
becomes more widely available through cable modems or other 
technologies, the Company may be required to make significant changes 
to the design and content of its online properties in order to 
compete effectively.  Failure to effectively adapt to these or any 
other technological developments may adversely affect its business, 
operating results, and financial condition.

The markets for the Company  s products and media properties 
have only recently begun to develop, are rapidly evolving, and are 
increasingly competitive.  Demand and market acceptance for recently 
introduced products and services are subject to a high level of 
uncertainty and risk. It is difficult for management to predict 
whether, or how fast, these markets will grow. the Company cannot 
guarantee either that the market for its products and media 
properties will continue to develop or that demand for its products 
or media properties will be sustainable.  If the market develops more 
slowly than expected or becomes saturated with competitors, or if its 
products and media properties do not sustain market acceptance, its 
business, operating results, and financial condition may be 
materially and adversely affected. 

e.  Risks Associated with Brand Development

The Company believes that establishing and maintaining its 
brand is a critical aspect of its efforts to attract and expand its 
user and advertiser base.  Management also believes that the 
importance of brand recognition will increase due to the growing 
number of Internet sites and the relatively low barriers to entry.  
Promotion and enhancement of the Company s brand will depend 
largely on its success in providing high-quality products and 
services. In order to attract and retain internet users and to 
promote and maintain its brand, the Company may find it necessary to 
increase expenditures devoted to creating and maintaining brand 
loyalty. In the event of any breach or alleged breach of security or 
privacy involving its services, or if any third party undertakes 
illegal or harmful actions utilizing its community, communications or 
commerce services, the Company could suffer substantial adverse 
publicity and impairment of its brand and reputation.  If the Company 
is unable to provide high-quality products and services or otherwise 
fails to promote and maintain its brand, or if it incurs excessive 
expenses in an attempt to improve its products and services or 
promote and maintain its brand, its business, operating results, and 
financial condition may be materially and adversely affected.

f.  Reliance on Advertising Revenues

The Company expects to derive a substantial portion of its 
revenues from the sale of advertisements on its web pages under 
short-term contracts. Most of its advertising customers have limited 
experience with the web as an advertising medium. The Company s 
continuing ability to generate significant advertising revenues will 
depend upon, among other things:  advertisers  acceptance of the web 
as an effective and sustainable advertising medium; the development 
of a large base of users of its services possessing demographic 
characteristics attractive to advertisers; and its ability to 
continue to develop and update effective advertising delivery and 
measurement systems.

No standards have yet been widely accepted for the measurement 
of the effectiveness of web-based advertising.  Management cannot be 
certain that such standards will develop sufficiently to support web-
based advertising as a significant advertising medium.  In addition, 
adverse economic conditions can significantly impact advertisers 
ability and willingness to spend additional amounts on advertising 
generally, and on web-based advertising specifically. Management 
cannot be certain that the advertisers will determine that banner 
advertising is an effective advertising medium.  Certain advertising 
filter software programs are available that limit or remove 
advertising from an internet user s desktop.  Such software, if 
generally adopted by users, may have a materially adverse effect upon 
the viability of advertising on the internet. The Company s 
advertising customers may not accept the internal and third- party 
measurements of impressions received by advertisements on the 
Company s online web site properties and such measurements may contain 
errors.  The Company currently relies on its external advertising 
sales agents for advertising sales, which involves additional risks 
and uncertainties.  As a result of these factors, the Company may not 
be able to sustain or increase current advertising sales levels.  
Failure to do so may have a material adverse effect on its business, 
operating results, and financial position.

g.  The Company Depends Substantially on Third Parties

The Company depends substantially upon third parties for 
several critical elements of its business including, among others, 
technology and infrastructure, distribution activities.

h.  Technology and Infrastructure

In January, 1999, the Company entered into an agreement with 
Verio Webhosting, through Verio s authorized services reseller, under 
which Verio will provide the Company s principal internet 
connections.  Any disruption in the internet access provided by this 
provider or any  to handle current or higher volumes of use may have 
a material adverse effect on its business, operating results, and 
financial condition.

i.  Possible Inability to Successfully Enhance or Develop Properties

To remain competitive, the Company must continue to enhance and 
improve the functionality, features, and content of its web site 
properties. The Company may not be able to successfully maintain 
competitive user response times or implement new features and 
functions, which will involve the development of increasingly complex 
technologies.  Personalized information services, such as its web-
based email messaging services, message boards, and other community 
features, require significant expense.  The Company cannot guarantee 
that this additional expenses will be offset by additional revenues 
from these services.

A key element of its business strategy is the development and 
introduction of new  particular demographic characteristics, and 
geographic areas.  The Company may not be successful in developing, 
introducing, and marketing such web site properties and such 
properties may not achieve market acceptance, enhance its brand name 
recognition, or increase user traffic.  Furthermore, enhancements of 
or improvements to the Company s new properties may contain 
undetected errors that require significant design modifications, 
resulting in a loss of customer confidence and user support and a 
decrease in the value of its brand name.  Its ability to successfully 
develop additional targeted media properties depends on use of the 
Company to promote such properties.  If use of the Company s web site 
properties does not continue to grow, its ability to establish other 
targeted properties would be adversely affected.  If the Company 
fails to effectively develop and introduce such new properties, or 
such properties fail to achieve market acceptance, its business, 
results of operations, and financial condition may be adversely 
affected.
 
j.  Risks of Equity Investments in Other Companies

The Company may, from time to time, make equity investments in 
affiliated companies that are involved in complementary. Any 
investments in such companies may not result in any return, nor can 
there be any assurance as to the timing of any such return, or that 
the Company may lose its entire investment.  Losses resulting from 
such investments may have a material adverse effect on its operating 
results.

k.  Management of Potential Growth and Integration of Acquisitions

The Company s growth may place substantial strains on its 
financial systems and its systems to, train, and manage its employee 
base.  The process of managing advertising within large, high traffic 
web is an increasingly important and complex task.  The relies on 
both internal and licensed third-party advertising inventory 
management and analysis systems.  To the extent that the Company does 
not have the appropriate advertising inventory or any extended 
failure of its advertising management system results in incorrect 
advertising insertions, the Company may be exposed to make good 
obligations with its advertising customers, which, by displacing 
advertising inventory, could defer advertising revenues.  Failure of 
its advertising management systems to effectively scale to higher 
levels of use or to effectively track and provide accurate and timely 
reports on advertising results also could negatively affect its 
relationships with advertisers.  The Company s systems, procedures, 
or controls may not be adequate to support its operations, 
particularly with regard to support and service.  Its management may 
not be able to achieve the rapid execution necessary to fully exploit 
its market opportunity.  Any inability to effectively manage growth 
may have a material adverse effect on its business, operating 
results, and financial condition.

As part of its business strategy, the Company may, from time to 
time, make acquisitions or enter into other forms of business 
combinations. These transactions are accompanied by a number of 
risks, including: the difficulty of assimilating the operations and 
personnel of the acquired companies; the potential disruption of its 
ongoing business and distraction of management; the difficulty of 
incorporating acquired technology or content and rights into its 
products and media properties; he correct assessment of the relative 
percentages of in-process research and development expense which can 
be immediately written off as compared to the amount which must be 
amortized over the appropriate life of the asset; the failure to 
successfully develop an acquired in-process technology could result 
in the impairment of amounts currently capitalized as intangible 
assets; unanticipated expenses related to technology integration; the 
maintenance of uniform standards, controls, procedures and policies; 
the impairment of relationships with employees and customers as a 
result of any integration of new management personnel; and the 
potential unknown liabilities associated with acquired businesses.  
The Company may not be successful in addressing these risks or any 
other problems encountered in connection with such acquisitions.

l.  Risk of Capacity Constraints and Systems Failures

The Company is dependent on its ability to effectively 
withstand a high volume of use of its online web site properties.  
Accordingly, the performance of its online web site properties is 
critical to its reputation, its ability to attract advertisers to its 
web sites, and to achieve market acceptance of its products and 
web site properties.  Any system failure that causes an interruption 
or an increase in response time of its products and media properties 
could result in less traffic to its web sites and, if sustained or 
repeated, could reduce the attractiveness of its products and media 
properties to advertisers and licensees.  An increase in the volume 
of queries conducted through its products and media properties could 
strain the capacity of the software or hardware the Company has 
deployed, which could lead to slower response time or system 
failures. In addition, as the number of web pages and users increase, 
its products and media properties and infrastructure may not be able 
to scale accordingly.  Personalized information services, such as 
web-based email-type messaging services and other community and 
communication facilities, and the posting of photographs on its 
auction properties, involve increasingly complex technical and 
operational challenges that may strain its development and 
operational resources.  The Company may not be able to successfully 
implement and scale such services to the extent required by any 
growth in the number of users of such services.  Failure to do so may 
affect the goodwill of users of these services, or negatively affect 
its brand and reputation.

	The Company is dependent on third parties for much of its 
technology and infrastructure (See The Company Depends Substantially 
on Third Parties above).  The Company s operations are susceptible 
to outages due to fire, floods, power loss, telecommunications 
failures, break-ins, and similar events.  In addition, substantially 
all of its network infrastructure is located in the State of Utah.  
The Company does not have multiple site capacity in the event of any 
such occurrence.  Despite its implementation of network security 
measures, its servers are vulnerable to computer viruses, break-ins, 
and similar disruptions from unauthorized tampering with its computer 
systems.  The Company does not carry business interruption insurance 
to compensate for losses that may occur as a result of any of these 
events. Such events may have a material adverse effect on its 
business, operating results, and financial condition.
 
m.  Dependence on Key Personnel

The Company is substantially dependent on the continued 
services of its key personnel.  The Company expects that it will need 
to hire additional personnel in all areas.  The competition for such 
personnel in its industry is intense.  The Company may experience 
difficulties in hiring personnel with the right training or 
experience, particularly in technical areas. The Company does not 
maintain key person life insurance for any of its personnel.  If the 
Company does not succeed in attracting new personnel, or retaining 
and motivating existing personnel, its business will be adversely 
affected.

n.  Government Regulation and Legal Uncertainties

There are currently few laws or regulations directly applicable 
to access to or commerce on the internet.  Due to the increasing 
popularity and use of the internet, it is possible that laws and 
regulations may be adopted, covering issues such as user privacy, 
defamation, pricing, taxation, content regulation, quality of 
products and services, and intellectual property ownership and 
infringement.  Such legislation could expose the Company to 
substantial liability.  Such legislation could also dampen the growth 
in use of the web, decrease the acceptance of the web as a 
communications and commercial medium, or require the Company to incur 
significant expense in complying with any new regulations. In 
addition, several telecommunications carriers, including America s 
Carriers  Telecommunications Association, are seeking to have 
telecommunications over the web regulated by the FCC in the same 
manner as other telecommunications services.

Because the growing popularity and use of the web has burdened 
the existing telecommunications infrastructure and many areas with 
high web use have begun to experience interruptions in phone service, 
local telephone carriers, such as Pacific Bell, have petitioned the 
FCC to regulate ISPs and OSPs and to impose access fees.  Increased 
regulation or the imposition of access fees could substantially 
increase the costs of communicating on the web, potentially 
decreasing the demand for its products and media properties. A number 
of proposals have been made at the federal, state and local level 
that would impose additional taxes on the sale of goods and services 
through the internet.  Such proposals, if adopted, could 
substantially impair the growth of electronic commerce, and could 
adversely affect the Company s opportunity to derive financial 
benefit from such activities.

Also, Congress recently passed (and the President has signed 
into law) the Digital Millenium Copyright Act, which is intended to 
reduce the liability of online service providers for listing or 
linking to third-party web sites that include materials that infringe 
copyrights.  Congress also recently passed (and the President has 
signed into law) the Children s Online Protection Act and the 
Children s Online Privacy Act, which will restrict the distribution 
of certain materials deemed harmful to children and impose additional 
restrictions on the ability of online services to collect user 
information from minors.  Further, Congress recently passed (and the 
President has signed into law) the Protection of Children from Sexual 
Predators Act, which mandates that electronic communication service 
providers report facts or circumstances from which a violation of 
child pornography laws is apparent.  The Company is currently 
reviewing these pieces of legislation, and cannot currently predict 
the effect, if any, that such legislation will have on its business.  
There can be no assurance that such legislation will not impose 
significant additional costs on its business or subject the Company 
to additional liabilities.

In addition, a number of other countries have announced or are 
considering additional regulation.  For example, a recent European 
Commission privacy directive restricts the use of personal 
information without the consent of both the individual and that 
individual s government.  Such restrictions could jeopardize the 
future of e-commerce in and with the European Union.  In addition, 
the European Commission is expected in the near future to propose a 
directive concerning the liability of online service providers for 
activities that take place using their services.  Such laws and 
regulations could fundamentally impair the Company s ability to 
provide internet services, or substantially increase the cost of 
doing so.  Moreover, the applicability to the internet of existing 
laws governing issues such as property ownership, copyright, 
defamation, obscenity, and personal privacy is uncertain.  The 
Company may be subject to claims that its services violate such laws.  
Any such new legislation or regulation in the United States or abroad 
or the application of existing laws and regulations to the internet 
could have a material adverse effect on its business, operating 
results, and financial condition.  Due to the global nature of the 
web, it is possible that the governments of other states and foreign 
countries might attempt to regulate its transmissions or prosecute 
the Company for violations of their laws.  The Company might 
unintentionally violate such laws.  Such laws may be modified, or new 
laws enacted, in the future.  Any such developments may have a 
material adverse effect on its business, results of operations, and 
financial condition.
 

o.  Liability for the Company s Services

The Company hosts a wide variety of information, community, 
communications and commerce services that enable individuals to 
exchange information, generate content, conduct business and engage 
in various online activities.  The laws relating to the liability of 
providers of these online services for activities of their users is 
currently unsettled.  Claims could be made against the Company for 
defamation, negligence, copyright or trademark infringement, personal 
injury or other theories based on the nature and content of 
information that may be posted online by its users.  Such claims have 
been brought, and sometimes successfully pressed, against online 
service providers in the past.  In addition, the Company could be 
exposed to liability through content and materials that may be posted 
by users in auctions, message boards, clubs, chat rooms, or other 
interactive community-building services.  Such claims might include, 
among others, that by providing hypertext links to web sites operated 
by third parties, the Company is liable for copyright or trademark 
infringement or other wrongful actions by such third parties through 
such web sites, or that the Company is responsible for legal injury 
caused by statements made to, actions taken by or content generated 
by, participants in its message board services, clubs, or other 
community building services.  It is also possible that if any 
information which may, in the future, be provided through its 
services, such as stock quotes, analyst estimates or other trading 
information, contains errors, third parties could make claims against 
the Company for losses incurred in detrimental reliance on such 
information.  The Company offers web-based e-mail type messaging 
services, which expose it to potential risks, such as liabilities or 
claims resulting from lost or misdirected messages, illegal or 
fraudulent use of messages, or interruptions or delays in messaging 
services.  Investigating and defending such claims is expensive, even 
to the extent such claims do not result in liability.

The Company may also, from time to time, enter into 
arrangements to offer third-party products and services under the 
Company s brand or via distribution on its properties. While its 
agreements with these parties would  provide that the Company will be 
indemnified against liabilities, such indemnification may not be 
adequate.  The Company may be subject to claims concerning such 
services or content by virtue of its involvement in marketing, 
branding or providing access to such services.  Any such claims may 
have a material adverse effect on its business, results of 
operations, and financial condition.

p.  Potential Commerce-Related Liabilities and Expenses

As part of its business, the Company enters into agreements 
with advertisers, sponsors, content providers, service providers, and 
merchants under which the Company is entitled to receive a share of 
revenue from the purchase of goods and services by users of its 
web site properties.  Such arrangements may expose the Company to 
additional legal risks and uncertainties, including potential 
liabilities to consumers of such products and services.  These 
activities expose the Company to a number of additional risks and 
uncertainties, including: potential liabilities for illegal 
activities that may be conducted by participating merchants; products 
liability or other tort claims relating to goods or services sold 
through hosted commerce sites; consumer fraud and false or deceptive 
advertising or sales practices; breach of contract claims relating to 
merchant transactions; claims that materials included in merchant 
sites or sold by merchants through these sites infringe third-party 
patents, copyrights, trademarks or other intellectual property 
rights, or are libelous, defamatory or in breach of third-party 
confidentiality or privacy rights; claims relating to any failure of 
merchants to appropriately collect and remit sales or other taxes 
arising from e-commerce transactions; and claims that may be brought 
by merchants as a result of their exclusion from its commerce 
services or losses resulting from any downtime or other performance 
failures in its hosting services.

In March, 1999, the Company launched AuctionWinner.com, a 
service that hosts online auctions for a wide variety of goods and 
services. Auction services expose the Company to a number of 
significant additional risks. For example, the Company does not pre-
screen the types of goods offered on its auctions, it is aware that 
certain goods, such as alcohol, tobacco, firearms, adult material and 
other goods that may be subject to regulation by local, state or 
federal authorities may be traded on the auction web site.  The 
Company might not be able to prevent the unlawful exchange of goods 
on its service, and may be subject to civil or criminal liability for 
unlawful activities carried out by users through its service.  In 
addition, while the Company takes no responsibility for delivery of 
payment or goods to any user of its auctions, the Company anticipates 
that users who did not receive the purchase price or the goods that 
were to have been exchanged may register complaints with the Company 
or seek to hold the Company liable.  The Company also anticipates 
that it will receive complaints from buyers as to the quality of the 
goods purchased through its auctions, as well as complaints alleging 
that comments posted by participants of the service concerning other 
participants are unfair or defamatory.  Any claims or litigation 
arising from the Company s auction activities could be costly.  Any 
negative publicity generated as a result of fraudulent or deceptive 
conduct by users of these auctions could damage its reputation and 
diminish the value of its brand name.  In addition, the Company 
anticipates that it will receive in the future, communications 
alleging that certain items sold through its auctions, or text and 
images posted by users in auction listings, infringe third-party 
copyrights, trademarks  or other intellectual property rights.  While 
its user policies prohibit the sale of goods and posting of materials 
which may infringe third-party intellectual property rights, an 
allegation of infringement may result in costly litigation.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Reports on Form 8-K.  A report on Form 8-K has been filed 
during the third quarter of the fiscal year covered by this Form 10-Q 
report.  This report, dated February 17, 1999, covered the following 
items:

On February 17, 1999, pursuant to a resolution of the 
Board of Directors of the registrant,  dated January 4, 
1999,  the company changed its name from International 
Food & Beverage, Inc. to Internet Business s 
International, Inc.  On March 1, 1999, the address of the 
registrant was changed to: 3900 Birch Street, Suite 111, 
Newport Beach, California 92660; (949) 833-0261.

    	(b)   Exhibits included or incorporated by reference herein: 
See Exhibit Index.


SIGNATURE

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

INTERNET BUSINESS S 
INTERNATIONAL, INC.



Dated: May 10, 1999		By: /s/ Albert R. Reda
						Albert R. Reda
						Chief Executive Officer

EXHIBIT INDEX


Exhibit No.					Description

3.01		Certificate of Incorporation, as amended (incorporated by 
reference to Exhibit 3.01 of the Registrant s Annual Report on Form 
10-K for the fiscal year ended June 26, 1993).

3.02		Certificate of Amendment of International Food & 
Beverage, Inc. changing its name to Internet Business s 
International, Inc. 

3.03		Bylaws (incorporated by reference to Exhibit 3.02 to the 
Company s registration statement on Form S-1 filed with the 
Securities and Exchange Commission on October 29, 1991, the 
Registration Statement).

4.01		Specimen Common Stock Certificate (incorporated by 
reference to Exhibit 4.01 to the Registration Statement).

22.1		Subsidiaries (incorporated by reference to Exhibit 22.1 
to the Registration Statement).

27		Financial Data Schedule.