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 
SEPTEMBER 30, 1997

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

INTERNATIONAL FOOD & BEVERAGE, INC. (1)
(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.)

30152 Aventura, Rancho Santa Margarita, California (2) 	92688 
(2)
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number:  (714) 858-8800 (2)

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.

(1)As of February 17, 1999, the name was change to: Internet 
Business's International, Inc.

(2) As of March 1, 1999, the address and telephone number was 
changed to: 3900 Birch Street, Suite 111, Newport Beach, 
California 92660; (949) 833-0261.


TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION					 PAGE

	ITEM 1.  FINANCIAL STATEMENTS
	
	BALANCE SHEETS AS OF SEPTEMBER 30, 1997
	AND JUNE 30, 1997	3

	STATEMENTS OF OPERATIONS FOR THE
	THREE MONTHS ENDED SEPTEMBER 30, 1997
	AND SEPTEMBER 30, 1996	4
	
	STATEMENTS OF CASH FLOWS FOR THE THREE
	MONTHS ENDED SEPTEMBER 30, 1997 AND
	SEPTEMBER 30, 1996 	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	12
	
	ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS	12
	
	ITEM 3.  DEFAULTS UPON SENIOR SECURITIES	12

	ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
	OF SECURITY HOLDERS	12
	
	ITEM 5.  OTHER INFORMATION	12
	
	ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K	12

SIGNATURES	13







PART I.

ITEM 1.  FINANCAL STATEMENTS.

INTERNATIONAL FOOD & BEVERAGE, INC.
BALANCE SHEETS (Unaudited)

			June 30, 1997	September 30, 1997
ASSETS
	CURRENT ASSETS:
	Cash and cash equivalents	$     28,000	$       
2,041
	Accounts receivable, net
	of allowance for doubtful
	accounts of $40,000
at 6-30-97	254,000	318,813
	Inventories	254,000	279,839
	Prepaid expenses 	  6,000	8,417
	
	Total current assets	423,000	609,110
	
FIXED ASSETS:	800,000	725,000

	Total Assets	$1,511,000	$1,334,110

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
	Notes payable and
	current maturities
	of long term debt	$   408,000	$  466,398
	Accounts payable	918,000	1,211,744
	Accrued wages and benefits	207,000	178,727
	Accrued commissions and
	Marketing	261,000	216,208
	Other accrued expenses	153,000	115,161
	
	Total current liabilities	1,947,000	2,188,238

LONG TERM DEBT:	677,000	643,802
	
SHAREHOLDERS' EQUITY (DEFICIT):
	Preferred Stock	0	0
	Common Stock	428,000	428,000
	Additional paid-in capial	1,000	1,000
	Retained earnings (deficit)	(1,542,000)	(1,542,000)
	Currennt earnings (deficit)		(384,930)

	Total Shareholders' Equity	(1,113,000)	(1,497,930)

	Total Liabilities &
	Shareholders' Equity	$1,511,000	$1,334,110

See Accccompanying Notes to Financial Statements

INTERNATIONAL FOOD & BEVERAGE, INC.
STATEMENTS OF OPERATIONS (Unaudited)

		Three Months Ended	Three Months Ended
		September 30, 1996	September 30, 1997
	
REVENUES	$1,993,000	$1,929,434

COST OF SALE	1,603,000	1,693,137

	GROSS PROFIT	390,000	236,297


OPERATING EXPENSES:
	Selling and distribution	334,000	352,617
	General and administration	141,000	227,713
	Interest expense, net	31,000	40,897

	Total Operating Expenses	506,000	621,227


NET INCOME (LOSS)	$ (116,000)	$ (384,930)

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

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING	155,666,362	154,763,438


See Accccompanying Notes to Financial Statements

INTERNATIONAL FOOD & BEVERAGE, INC.
STATEMENTS OF CASH FLOWS (Unaudited)

			    Three Months Ended
			September 30, 1996  September 30, 1997

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$(116,000)	$(384,930)
Adjustments to reconcile
net income (loss)
to net cash provided by
(used in) operating activities:
	Depreciation and amortization	39,000	75,000
	Issuance of Common Stock under
	distribution agreement	18,000
	Changes in assets and liabilities:
	Accounts receivable	179,000	(64,813)
	Inventories	39,000	143,161
	Prepaid expenses	3,000	(2,417)
	Accounts payable	(2,000)	293,744
	Accrued wages and benefits	(29,000)	(28,273)
	Accrued commissions
	and marketing	(7,000)	(44,792)
	Other accrued expenses	(28,000)	(37,839)

	Net cash provided by (used in)
	  operating activities	96,000	(51,159)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to, and reduction
	  of, fixed assets	(5,000)	0

	Net cash provided by (used in)
	  investing activities	(5,000)	0

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance
	 of notes payable	0	0
	Principal payments on
	  notes payable	(96,000)	25,200

	Net cash provided by (used in)
	  financing activities	(96,000)	25,200

NET INCREASE (DECREASE) IN CASH	(5,000)	(25,959)

CASH AND CASH EQUIVALENTS,
	beginning of period	20,000	28,000

CASH AND CASH EQUIVALENTS,
	end of period	$   15,000	$      2,041

See Accccompanying Notes to Financial Statements


NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997

Note 1.  Description of the Business

International Food & Beverage, Inc. (the "Company"), manufactures 
and markets fully prepared pizzas, pizza components and specialty 
baked products to customers within the food service industry 
including retail supermarket service delicatessens, restaurants, 
hotels, sports and theme parks, and catering locations.

Note 2.  Change in Control

On December 31, 1994, BT Capital Corporation ("BTCC"), MH 
Investments, Inc., a California corporation wholly owned by 
Michael W. Hogarty, the Chief Executive Officer and President of 
the Company, and Michael W. Hogarty entered into agreements which 
provided for the sale of 91.8% by BTCC of the outstanding shares 
of Common Stock of the company to MH Investments, Inc. for 
$250,000. Concurrent with the foregoing transaction the Company 
entered into a Tax Allocation Agreement with BTCC. The parties 
elected under Section 338(h)(10) of the Internal Revenue Code to 
treat the transaction as an asset acquisition for tax purposes. 
Under the terms of the tax Allocation Agreement, BTCC agreed to 
pay to the company $3,475,000 as full consideration for the 
potential tax benefits which have or may in the future inure to 
the benefit of BTCC and its affiliates with such amount paid by 
(i) elimination of $2,675,000 of debt and interest owed to BTCC 
by the Company, and (ii)payment of $800,000 in cash and short 
term notes receivable. As a result of the Section 338(h)(10) 
election, BTCC and its affiliates will be entitled to use, 
subject to applicable limitations and restrictions, any net 
operating losses of the company existing as of December 31, 1994.

In connection with the foregoing transaction, MH Investments, 
Inc. has given BTCC a five year option to purchase up to 
18,000,000 shares of Common Stock of the Company from MH 
Investments, Inc. at the same price per share paid by MH 
Investments, Inc.

For financial reporting purposes this transaction was recorded in 
conformity with Accounting Principles Board Opinion No. 16. 
Accordingly, the assets and liabilities as of January 1, 1995, 
and the results of operations for the six months ended June 30, 
1995, reflect the "push-down" of the new controlling 
shareholder's basis, minority interest at its historical basis, 
and the consideration received from BTCC.

Note 3.  Summary of Significant Accounting Policies

Fiscal Year

The Company's fiscal year is 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 September 30 
for thc applicable periods presented.


Accounts Receivable and Revenues

Substantially all of the Company's sales were made to full-line 
food service distributors, national food service chains major 
regional supermarket chains or a related party who sells to such 
organizations. Concentrations of credit risk exist because of the 
concentration of the Company's customers within these industries 
and its dependence on a limited number of customers for a large 
portion of annual revenues. Such risk, however, was mitigated by 
the longevity of the Company's customer relationships and was 
considered a normal part of the food service, institutional and 
retail grocery industries.

Inventories

Inventories consisted of finished goods and raw materials and 
were stated at the lower of cost (first-in, first-out method) or 
market; as of the date of these financials there was no 
inventory.

Fixed Assets

Substantially all of the Company's fixed assets were acquired 
within the past six years. The historical acquisition cost of 
these assets was approximately $4,000,000, however, as a result 
of the application of "push-down" accounting in connection with 
the change of control these assets are reported currently on the 
Company's financial statements with a cost before accumulated 
depreciation and amortization of $1,154,000. Asset additions 
subsequent to December 31, 1994 are stated at cost. Depreciation 
is provided using the straight-line methods over the shorter of 
the estimated useful life of an asset or the remaining lease term 
for leasehold improvements (three to seven years). 

Significant improvements were capitalized. All maintenance and 
repair costs had been charged to operations as incurred. When 
assets are sold or otherwise disposed of, the costs and 
accumulated depreciation or amortizations are removed from the 
accounts and any resulting gain or loss is reflected in 
operations. 

Other Assets

Other assets consisted primarily of cost capitalized in 
connection with a June 1990 debt restructuring. These costs were 
being amortized using the interest method over seven years, and 
were reduced to zero, effective January 1, 1995, in connection 
with the change in control of the Company.

Goodwill

The excess of cost over the fair value of net assets acquired by 
the Predecessor Company was recorded as goodwill and amortized 
using the straight-line method over twenty-five years. The 
goodwill was reduced to zero, effective January 1, 1995, in 
connection with the change on control of the Company.



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.

Net Loss Per Common Share

Net loss per common share is based on the reported net loss 
divided by the weighted average number of common shares 
outstanding. Shares issuabel under options have been excluded 
from the calculation in each period presented because of their 
antidilutive effect.

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 estimated 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 has an operating lease for its manufacturing and 
corporate of office facility. The lease, which expires in June 
2000, requires monthly payments of approximately $25,000 through 
October 31, 1996 and thereafter is subject to annual adjustments 
of at least 4%, but not more than 7% based on the Consumers Price 
Index.






Note 5.  Stock Issuance

Stock Issuance

In February 1996, the Company entered into a "Manufacturing 
Service and Marketing Agreement" as amended, (the Agreement") 
with Sunset Specialty foods, Inc. ("Sunset") and James R. 
Tolliver, the sole owner of Sunset. The Agreement the Company is 
obligated to issue as a commission to Sunset at the completion of 
each quarter Common Stock of the Company equal to four shares of 
Common Stock for each $1.00 of pizza finished product produced 
and purchased during the period from February 1, 1996 through 
June 30, 1996, and three shares of Common Stock for each $1.00 of 
pizza finished product produced and purchased during the two 
quarters ending December 31,1996. Effective July 1, 1996 the 
Agreement was amended to exclude the stock commission on 
purchases by Sunset for export. Through the quarter ended June 
30, 1996 the Company has issued 729,869 shares of Common Stock 
and is accounted for as a noncash transaction on the Statement of 
Cash Flows. In August 1996 the Company issued an additional 
1,825,913 shares of Common Stock in satisfaction of commissions 
earned as of June 29, 1996.
 
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 three month period ended September 30, 1997 of 
$1,929,434 decreased approximately 3% when compared with revenues 
of $1,993,000 in the prior year comparable period.  In May 1996, 
the Company introduced a line of pizzas which are sold under a 
private label brand in the frozen food section of a major 
national grocery retailer. The Company recently added a second 
major grocery retailer private label program with initial sales 
to this customer made in late February 1997. Revenue increases 
during the most recent three month period roughly offset the 
sales decline in contract manufacturing resulting in revenues for 
the quarter which were nearly flat as compared with the prior 
year period.  The Company continues to market its pizzas and 
crusts nationally to retail supermarket customers (service 
delicatessen and frozen food sections) and major foodservice  
accounts.

The gross profit margin for the three months ended September 30, 
1997 decreased to approximately 12.2% versus the prior year 
comparable period gross margin of approximately 19.6%.  The 
current year margin deterioration resulted from an increase is 
cost of sales.  Fixed overhead per unit sold remains high at the 
Company's low level of production. The Company would realize an 
increase in its gross profit contribution rate assuming the 
Company is able to achieve increased production volume and 
ingredient prices remain stable.

Selling, general and administrative expenses for the three months 
ended September 30, 1997 were approximately 30.1% of sales versus 
the prior year comparable period at approximately 23.8%.  Selling 
and administrative overhead increased slightly through each of 
the comparable periods due in part to increases in commissions 
and marketing as a percent of revenues. These increases in 
commissions and marketing expenses result from the continuing 
shift to higher margin programs replacing contract manufacturing 
revenues that are priced without commission or marketing. The 
Company does not anticipate having to add substantially to fixed 
overhead costs to support revenue growth of fifty to one hundred 
percent of its current revenue level assuming a similar mix of 
products and customers.

As a result of higher borrowings in the current fiscal year, net 
interest expense for the three months ended September 30, 1997 
increased to $40,897 from $31,000 for the comparable prior year 
period.  The resulting loss for the three months ended September 
30, 1997 was $384,930 versus reported comparable prior year 
period loss of $116,000.

Inflation.

The moderate rate of inflation over the past few years has had an 
insignificant impact on the Company's sales and results of 
operations during the period.

Liqiudity and Capital Resources.

Net cash used in operating activities was $51,159 for the three 
month period ended September 30, 1997 versus cash provided by 
operating activities of $96,000 in the comparable prior year 
period.  Management believes that the Company will experience 
positive cash flow when it achieves a sustained average monthly 
revenue rate of approximately $750,000 at current sales prices 
and product mix.

In March 1996, the Company entered into a $500,000 revolving line 
of credit agreement collateralized by eligible accounts 
receivables and inventories.  In April 1997, the Company received 
from its lender approval for an increase in the line limit to 
$750,000.  At the Company's current level of operations, 
management believes that this credit facility will be adequate to 
fund the Company's short term working capital requirements or 
that there are alternatives for additional debt or equity 
financing, if required. There is no assurance that the Company 
would be successful in obtaining the necessary additional 
financing.

The Company's primary emphasis remains revenue generation through 
increased sales to existing and new customers.  It is also 
aggressively evaluating opportunities ranging from contract 
manufacturing for others to the acquisition of a synergistic 
product line or company.

Capital Expenditures.

The Company is currently operating at approximately 35% of plant 
capacity.  The Company has however committed to a capital 
improvement which will result in the replacement of its current 
CO(2) tunnel freezer with a higher capacity CO(2) spiral freezer.  
This undertaking affords the Company the opportunity to 
significantly improve (i) line efficiencies with resulting 
expected lower per unit production costs and (ii) overall product 
quality.  The improvement is being financed by the holder of the 
note for the equipment being replaced, with the down payment to 
be satisfied with the underlying equity in the  current 
equipment.  The resulting eighty four month equipment contract 
increases the Company's present monthly payment by approximately 
$3,500 before giving effect to expected production cost savings.

Net Operating Loss Carryforwards.

For the quarter ended September 30, 1997, the Company had net 
operating loss carryforwards for federal and state purposes of 
approximately $430,634 and $429,373, respectively.  These 
carryforwards begin to expire in 2011 and 2001, respectively.

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 is in the process of developing an ongoing 
program of communication with suppliers and vendors to determine 
the extent to which those companies are addressing Year 2000 
compliance issues.  There can be no assurance that the Company 
will be able to develop a contingency plan that will adequately 
address issues that may arise in the Year 2000.

	The Company's Year 2000 plans are based on management's 
best estimates.  Based on currently available information, 
management does not believe that the Year 2000 issues will have a 
material adverse impact on the Company's financial condition or 
results of operations; however, because of the uncertainties in 
this area, no assurances can be given in this regard.

Forward Looking Statements.

The foregoing Management's Discussion and Analysis contains 
"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.

	None.

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

(a)  Reports on Form 8-K.  There are no reports on Form 8-K filed 
during the first quarter of the fiscal year covered by this 
report.

    	(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		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).

10.1		Employment Agreement, dated March 15, 1988, as 
amended January 5, 1989, and November 9, 1990 between Michael W. 
Hogarty and the Company (incorporated by reference to Exhibit 
10.11 to the Registration Statement).

10.2		Standard Form Industrial Lease, dated August 31, 
1989, between Tijeras Partnership, as landlord, and the Company 
(incorporated by reference to Exhibit 10.13 to the Registration 
Statement).

10.3		1988 Stock Option Plan for Key Employees of 
International Food & Beverage, Inc. (incorporated by reference to 
Exhibit 10.19 to the Registration Statement).

10.4		Lease Amendment, dated December 8, 1992 to the 
Standard Form Industrial Lease, dated August 31, 1989, between 
Tijeras Partnership, as landlord, and the Company (incorporated 
by reference to Exhibit 10.8 of the Registrant's Annual Report on 
Form 10-K for the fiscal year ended June 26, 1993).

10.5		Promissory Note of the Company dated June 29, 1995, 
in the principal amount of $100,000 in favor of Michael W. 
Hogarty. Promissory Notes of the Company in substantially the 
same form as in Exhibit 10.5 herein were issued at various times 
between October 16, 1995 and January 31, 1996 in the total 
principal amount of $355,000 in favor of Michael W. Hogarty 
(incorporated by reference to Exhibit 10.6 of the Registrant's 
Annual Report on Form 10-K for the fiscal year ended June 30, 
1995).

10.6		Loan and Security Agreement, dated June 29, 1995 
between the Company and Michael W. Hogarty (incorporated by 
reference to Exhibit 10.7 of the Registrant's Annual Report on 
Form 10-K for the fiscal year ended June 30, 1995).

10.7		Loan and Security Agreement, dated March 15, 1996 
between Fremont Business Credit and the Company and related 
documents and agreements executed in connection therewith 
(incorporated by reference to Exhibit 10.7 of the Registrant's 
Annual Report on Form 10-K for the fiscal year ended June 30, 
1996).

10.8		Building lease Estoppel Certificate dated December 
11, 1995 to Ms. Nancee Ehlers Boldman and Ms. Sally Ehlers 
Stillion as Purchasers of the real property subject to the 
building lease included in this Exhibit Index as Exhibit 10.2 and 
Exhibit 10.4 (incorporated by reference to Exhibit 10.8 of the 
Registrant's Annual Report on Form 10-K for the fiscal year ended 
June 30, 1996).

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

27		Financial Data Schedule.