U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

(MARK ONE)[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER  30, 2003

                                       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: 0-20259


                     INTERNET BUSINESS'S INTERNATIONAL, INC.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)


           Nevada                                                 33-0845463
-----------------------------                                -------------------
  (State or jurisdiction of                                    (I.R.S. Employer
incorporation or organization)                               Identification No.)

2250  East  Tropicana,  Suite  19-309,  Las  Vegas,  Nevada          89119
-----------------------------------------------------------       -----------
(Address  of  principal  executive  offices)                      (Zip  Code)


                 Registrant's telephone number:  (775) 588-2387
                                                 --------------

        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  --  No    X.
                                                               ----

     As  of  September 30, 2003, the Registrant had 312,273,603 shares of common
stock  issued  and  outstanding.


                                        1
<PAGE>

<TABLE>
<CAPTION>

TABLE  OF  CONTENTS

<S>                                                       <C>
PART I - FINANCIAL INFORMATION                            PAGE

ITEM 1.  FINANCIAL STATEMENTS

REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT . . . . . . . . . . . . . . . . . . . . . . .     3

CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2003 AND JUNE 30, 2003 . . . . . . .     4

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
MONTHS ENDED SEPTMEBER 30, 2003 AND  SEPTEMBER  30, 2002     5

CONSOLIDATED STATEMENTS OF CASH FLOWS  FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002 .     6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . .     7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . .    23

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK. . . . . . . . . . . . . . . . . . . .    25

ITEM 4. CONTROLS AND PROCEDURES. . . . . . . . . . . . .    26

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . .    26

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS . . .    27

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES . . . . . . . .    27

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS. . . . . . . . . . . . . . . . . . .    27

ITEM 5.  OTHER INFORMATION . . . . . . . . . . . . . . .    27

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . .    27

SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . .    30

CERTIFICATION. . . . . . . . . . . . . . . . . . . . . .    31
</TABLE>


                                        2
<PAGE>

           REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To  the  Board  of  Directors
Internet  Business's  International,  Inc.
Las  Vegas,  Nevada

We  have  reviewed  the  accompanying  balance  sheet  of  Internet  Business's
International,  Inc.  as  of  September  30,  2003 and the related statements of
operations for the three month period ended September 30, 2003 and 2002, and the
cash  flows  for  the three months ended September 30, 2003 and 2002 included in
the  accompanying  Securities and Exchange Commission Form 10-QSB for the period
ended  September 30, 2003.  These financial statements are the responsibility of
the  Company's  management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting  matters.  It  is substantially less in scope than an audit conducted
in  accordance with U.S. generally accepted auditing standards, the objective of
which  is  the  expression of an opinion regarding the financial statements as a
whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  U.S.  generally  accepted  accounting  principles.

We  have previously audited, in accordance with U.S. generally accepted auditing
standards,  the balance sheet as of June 30, 2003, and the related statements of
operations,  stockholders'  equity  and  cash flows for the year then ended (not
presented  herein).  In our previous report, we expressed an unqualified opinion
on those financial statements.  In our opinion, the information set forth in the
accompanying  balance  sheet  as  of  September 30, 2003 is fairly stated in all
material  respects  in  relation  to  the  balance  sheet from which it has been
derived.



/s/  Henry  Schiffer
Henry  Schiffer
Dated:  November  13,  2003


                                        3
<PAGE>

PART  I.
ITEM  1.  FINANCAL  STATEMENTS.
<TABLE>
<CAPTION>

     INTERNET  BUSINESS'S  INTERNATIONAL,  INC.
                                        CONSOLIDATED BALANCE SHEETS
     (UNAUDITED)

SEPTEMBER 30,                                                                      JUNE 30,
                                                                                     2003          2003
                                                                                 ------------  ------------
<S>                                                                              <C>           <C>
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       195   $     1,389
Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .            0             0
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            0             0
Prepaid expenses and other. . . . . . . . . . . . . . . . . . . . . . . . . . .            0             0
                                                                                 ------------  ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            0         1,389

Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . .      687,707       940,930
Intangible assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      284,311       554,692
Investment in unconsolidated company. . . . . . . . . . . . . . . . . . . . . .    1,024,068     1,151,332
                                                                                 ------------  ------------
      Total Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,996,086     2,646,954

      Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,996,281   $ 2,648,343
                                                                                 ============  ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   403,821   $   403,821
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      783,370       783,370
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . .      214,594       115,332
                                                                                 ------------  ------------

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,401,785     1,302,621

Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,076,469       976,469
                                                                                 ------------  ------------
      Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,478,254     2,279,090

Stockholders' equity:
Preferred stock, par value $100.00 per share; 1,000,000 shares authorized; 0. .            0             0
  and 0 issued and outstanding at Sept30, 2003 and June 30, 2003, respectively.
Common stock, par value $0.001 per share; 2,000,000,000 shares authorized;
  As of  September 30,2003 and June 30, 2003 shares issued and
  outstanding were 312,273,603 and 178,273,603 respectively . . . . . . . . . .      312,274       178,274

Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . .    6,918,576     6,918,576
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (8,712,823)   (6,727,597)
                                                                                 ------------  ------------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . .   (1,481,973)      369,253
                                                                                 ------------  ------------

        Total liabilities and stockholders' equity. . . . . . . . . . . . . . .  $ 1,996,281   $ 2,648,343
                                                                                 ============  ============
</TABLE>

    The accompanying notes are an integral part of these financial statements



                                        4
<PAGE>

<TABLE>
<CAPTION>
     INTERNET  BUSINESS'S  INTERNATIONAL,  INC.
     CONSOLIDATED  STATEMENTS  OF  OPERATIONS
     (UNAUDITED)


                                              THREE  MONTHS  ENDED
                                              --------------------
                                         SEPTEMBER 30,    SEPTEMBER 30,
                                             2003             2002
                                        ---------------  ---------------
<S>                                     <C>              <C>
Revenues . . . . . . . . . . . . . . .  $            0   $      288,337
                                        ---------------  ---------------
Cost and expenses:
  Cost of revenues . . . . . . . . . .               0                0
  Selling, general and administration.         275,578          754,287
  Depreciation and amortization. . . .         378,817          428,491
                                        ---------------  ---------------

    Total costs and expenses . . . . .         654,395        1,182,778
                                        ---------------  ---------------

(Loss) income from operations. . . . .        (654,395)        (894,441)

Other income (expense):
  Other income or (expense). . . . . .         118,405                0
  Interest income. . . . . . . . . . .               0                0
  Other expenses . . . . . . . . . . .      (1,449,236)               0
                                        ---------------  ---------------

    Total other income, net. . . . . .      (1,330,831)               0


Net (loss) income. . . . . . . . . . .  $   (1,985,226)  $     (894,441)
                                        ===============  ===============

Net loss (income) per common . . . . .         ($.0009)             Nil

Weighted average number of common
shares outstanding . . . . . . . . . .     224,940,603       36,606,935

</TABLE>
    The accompanying notes are an integral part of these financial statements


                                        5
<PAGE>

<TABLE>
<CAPTION>

INTERNET  BUSINESS'S  INTERNATIONAL,  INC.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(UNAUDITED)
                                                  Three  Months  Ended

                                                       September 30,    September 30,
                                                           2003             2002
                                                      ---------------  ---------------
<S>                                                   <C>              <C>
Cash Flows From Operating Activities:
  Net (loss) income. . . . . . . . . . . . . . . . .  $   (1,985,226)  $     (894,441)
  Adjustments to reconcile net (loss) income to net
    cash (used in) provided by operating activities:
    Depreciation and amortization. . . . . . . . . .         378,817          428,491
    Reserve for loss on notes receivable . . . . . .               0                0
    Reserve for loss on mortgage loans receivable. .               0                0
    Gain on sale of equity investment. . . . . . . .               0                0

Changes in operating assets and liabilities:
  Accounts receivable. . . . . . . . . . . . . . . .               0          (20,830)
  Inventories. . . . . . . . . . . . . . . . . . . .               0          (40,347)
  Mortgage loans receivable net. . . . . . . . . . .               0                0
  Prepaid expenses and other . . . . . . . . . . . .               0                0
  Accounts payable . . . . . . . . . . . . . . . . .         403,821          535,311
  Accrued liabilities. . . . . . . . . . . . . . . .         783,370          151,821
  Deferred revenues. . . . . . . . . . . . . . . . .               0          (38,859)
  Other current liabilities. . . . . . . . . . . . .               0                0
                                                      ---------------  ---------------

Net cash (used in) provided by operating activities.        (419,218)         121,146
                                                      ---------------  ---------------

Cash Flows From Investing Activities:
  Purchases of property and equipment. . . . . . . .               0                0
  Investment in intangible assets. . . . . . . . . .               0                0
  Proceeds net from sale of equipment. . . . . . . .         118,405         (138,664)
  Investments notes or stocks. . . . . . . . . . . .               0                0
                                                      ---------------  ---------------

Net cash used in investing activities. . . . . . . .         118,405         (138,664)
                                                      ---------------  ---------------

Cash Flows From Financing Activities:
  Net repayments/borrowed from line of credits . . .               0                0
  Net repayment/borrowed of long-term debt . . . . .         165,619                0
  Issuance  of  common  stock. . . . . . . . . . . .         134,000           10,000
                                                      ---------------  ---------------

Net cash (used  in) provided by financing activities         362,355           10,000
                                                      ---------------  ---------------

Net  decrease in cash. . . . . . . . . . . . . . . .          (1,194)          (7,518)

Cash,  beginning  of  period . . . . . . . . . . . .           1,389           60,315
                                                      ---------------  ---------------

Cash,  end of period . . . . . . . . . . . . . . . .  $          195   $      $52,797
                                                      ===============  ===============
</TABLE>

The  accompanying  notes  are  an  integral  part  of these financial statements


                                        6
<PAGE>

                     INTERNET BUSINESS'S INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     NOTE  1.       SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     DESCRIPTION  OF  BUSINESS  AND  CHANGE  IN  CONTROL

Prior  to  December  31,  1997,  Internet  Business's  International,  Inc. (the
"Company")  was  in  the  food  product manufacturing business formerly known as
"International  Food  and  Beverage,  Inc.".  In November 1998, new stockholders
bought  majority  control  from  the  previous Chief Executive Officer through a
private  transaction.  Immediately  thereafter,  the former CEO resigned and the
new  stockholders  assumed  the executive management positions.  In December 31,
1998,  after  new  management  was  in  place, a decision was made to change the
Company's  principal  line  of  business from a manufacturing business to a high
technology  company.  In  connection  with  the  change in business, the Company
changed its name from International Food & Beverage, Inc. to Internet Business's
International,  Inc.,  and reincorporated the Company on December 8, 1998 in the
state  of  Nevada.  The  Company,  after  January  1,  1999 began plans to offer
Internet  based e-commerce services. In April of 1999, the Company announce it's
first  e-commerce  site  and  was  engaged  in  the  development,  operation and
marketing of a number of commercial The Company had two reporting divisions made
up of subsidiaries which were; wireless high speed Internet access in Las Vegas,
Nevada and Woodland, California, and direct Marketing until the end of June 2003
at  which  time  all operations ceased. The Company had three division to fiscal
year  end  of  June  2002 which were as follows: Lending on Line (which includes
real  estate  loans  and  equipment leasing), this division ceased operations in
June  of  2002,  Internet  Service  Provider (which includes a national Internet
access dial-up service, wireless high speed Internet access in Las Vegas, Nevada
and  Woodland,  California,  and  Internet  web  design and hosting), and Direct
Marketing.

By the end of the fiscal year ended June 30, 2003 the company ceased operations.

 The  Company  has  one  office  in  the  US  and  less  then  5  employees.

BASIS  OF  PRESENTATION

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries.  Significant  intercompany  balances  and
transactions  are eliminated in consolidation. Affiliated companies in which the
Company  does not have a controlling interest are accounted for using the equity
method.

The  Company's  consolidated  financials included Global GPP subsidiary that the
Company  owned  80% of, during the time it operated. From March of 2000 to March
of  2001,  at which time Global GPP ceased operations. The financial information
were  included in the E Commerce section, of the Companies financials, until the
                      ----------
sale  of  Ace  Optics  in  the fourth quarter of this fiscal year ended June 30,
2002,  and  that information was  then included in the "Other Income" along with
the  Companies  Other  activities.

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and disclosures of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Significant  estimates include allowances doubtful accounts and notes receivable
and  for  mortgage  loans  receivable.  Actual  results  could differ from those
estimates.

CHANGE  IN  REVENUE  RECOGNITION

Prior  to  July  1,  2001  the  revenue  for the Mortgage Division was booked as
follows: the mortgage loan amount funded by the Company was booked as revenue on
the date of funding. After that date, the net proceeds received from the sale of
the  mortgage  loan  were  booked  as revenue upon receipt of those funds by the
Company.  This has a significant impact on the revenue for the Company, but does
not  impact the net income (loss) for the Company. The financial statements were
revised  for  June  30,  2001,  and  the  companion figures for June 30, 2000 to
incorporate  the  changes  of  revenue  recognition  for  the Mortgage Division.


                                        7
<PAGE>

RECLASSIFICATIONS

Certain amounts in the prior year financial statements have been reclassified to
conform  to  the  current  year  classification.

CASH  AND  CASH  EQUIVALENTS

The Company considers all short-term, highly liquid investments with an original
maturity  date  of  three  months  or  less  to  be  cash  equivalents.

MORTGAGE  LOANS  HELD  FOR  SALE

Loans  held  for sale include originated mortgage loans intended for sale in the
secondary  market.  Loans  held  for sale are recorded at the lower of aggregate
cost  or  fair  value.

Interest  Accrual
Accrued  interest  ceases  upon  sale  of  the  Mortgage  Loan.

Allowance  for  Loan  Losses
The  allowance  for  loan  losses  represents  management's  estimate.

Balance  Sheet  will  provide  information  as  follows  (if  applicable):

Assets
Loans  held  for  sale                           XXX
Allowance  for  loan  losses                     XXX

SFAS  134  requires  mortgage-banking  enterprises  to  classify  securities  as
held-to-maturity,  trading,  or  available-for-sale,  depending  on the entity's
intent  and  ability to hold the securities.  If the mortgage banking enterprise
commits  to  sell a mortgage-backed security before or during the securitization
process,  the  entity  must  classify  the  security  as  trading.

PROPERTY  AND  EQUIPMENT

Property and equipment is stated at cost and depreciated using the straight-line
method over the estimated useful life of the assets, which is generally three to
five  years for computers and computer related equipment and five to seven years
for  other  non-computer  furniture  and  equipment.  Leasehold improvements are
amortized  using  the  straight-line  method over the shorter of their estimated
useful  lives  or  the  term  of  the  lease,  ranging  from  one  to ten years.

INTANGIBLE  ASSETS

Intangible  assets  consist  primarily  of  acquired  customer  bases, long-term
marketing  agreements,  goodwill,  and  other  items.  Customer  bases  acquired
directly  are  valued  at  cost,  which  approximates  fair value at the time of
purchase.  When  material intangible assets, such as customer bases and goodwill
are  acquired  in  conjunction with the purchase of a company, IBII undertakes a
study  by  an  independent  third party to determine the allocation of the total
purchase  price to the various assets acquired and the liabilities assumed.  The
costs assigned to intangible assets are being amortized on a straight-line basis
over  the  estimated  useful  lives  of  the  assets,  which  is  36  months for
substantially  all  remaining  intangible  assets  as  of  September  30,  2003.
Goodwill and other intangible assets are periodically reviewed for impairment to
ensure  they  are  appropriately  valued.  Conditions  that  may  indicate  an
impairment  issue exists include an economic downturn, changes in the churn rate
of  subscribers or a change in the assessment of future operation.  In the event
that a condition is identified that may indicate an impairment issues exists, an
assessment  is  performed  using a variety of methodologies, including cash flow
analysis,  estimates  of  sales  proceeds  and  independent  appraisals.


                                        8
<PAGE>

ADDITIONAL  PAID  IN  CAPITAL

In  April  of 2003 the par value for the Company stock was changed from $.01 per
shares to $.001 per share at that time there were, 78,273,603 shares issued with
a par value of $.01 which equals  $782,736, the par value change to $.001 valued
those  shares  at  $78,274 the net difference of $704,462 is included in paid in
capital.

In  May  of  2002 a 1 share for 10 shares reverse became effective. This was the
first  part  of  a  Securities  Purchase  Agreement  in conjunction with a stock
registration.  The  Company  received  $120,000  as  a  loan to be paid with the
registration of stock during the fiscal year. Due to the price drop in the stock
after  the  reverse  occurred  the registration did not occur. The Loan proceeds
booked  as  long-term  debt.  The  stock reverse difference of shares issued and
outstanding is stated as additional paid in capital in the amount of $2,544,624.

By  the  end of March 2000, the Company issued an additional 7,000,000 shares of
the  Company's  common  stock,  in  a private placement to a qualified investor,
which  provided  to  the  Company  $3,382,560.

REVENUE  RECOGNITION

IBII  recognizes  revenue  when  persuasive  evidence  of an arrangement exists,
delivery  has  occurred,  the  sales  price  is  fixed  or  determinable  and
collectibility  is  probable.

For ISP services, these criteria are met monthly as our service is provided on a
month-to-month  basis and collection for the service is generally made within 30
days  of  the  service  being  provided.  Narrowband  access revenues consist of
monthly  fees  charged  to  customers  for  dial-up Internet access.  Narrowband
access  revenues  also  include  monthly  service fees; any associated equipment
revenues  for  the  Internet  appliance and wireless access services provided as
part of the company's marketing initiative and equipment fees.  Broadband access
revenues  consist  of fees charged for high-speed, high-capacity access services
including  DSL,  fixed  wireless,  and dedicated circuit services, installation,
termination  fees  and fees for equipment.  Web hosting revenues consist of fees
earned  by  leasing  server  space  and  providing web services to companies and
individuals  wishing  to  present  a  web  or  e-commerce presence. Advertising,
content  and  electronic  commerce  revenues  are  recorded  as  earned.

For  lending  on  line,  revenue principally represents closed-loan fees paid by
Lenders  that  closed  a  loan  for a consumer that originated through websites.
Closed-loan  fees  are recognized at the time the lender reports the closed loan
to  us.  This  subsidiary  was  closed  down in June 2002. Additional revenue is
derived  from  on line leasing, and is recognized as the services are performed.

Revenue  from  direct  marketing - Fees are earned from products and or services
are  sold  are  only  recognized  as  revenue  upon  receipt  of  those  funds

Source:  SAB  101

ADVERTISING  EXPENSE

All  advertising  costs  are  expensed  when  incurred.

CONCENTRATION  OF  CREDIT  RISK

The  Company  is  subject  to  credit  risk  through  trade receivables. Monthly
Internet  access  fees  and  web  hosting are generally billed to the customer's
credit  card, thus reducing the credit risk.  The Company routinely assesses the
financial  strength  of significant customers and this assessment, combined with
the large number and geographic diversity of its customers, limits the Company's
concentration  of  risk  with  respect  to  trade  accounts  receivable.

INCOME  TAXES

The  Company  accounts  for  income taxes under the asset and liability approach
where  deferred  income  tax  assets  and  liabilities  reflect  the  future tax
consequences,  based  on  enacted tax laws, of the temporary differences between
financial  and  tax  reporting  at  the  balance  sheet  date.


                                        9
<PAGE>

EARNINGS  PER  SHARE

Basic  earnings  per  share  are  computed  by dividing net income (loss) by the
weighted  average  of common shares outstanding for the period. Diluted earnings
per  share  are  computed  by  adjusting  the  weighted average number of shares
outstanding  during  the  period for all potentially dilutive shares outstanding
during  the  period.

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  June  1998,  the  Financial  Accounting  Standards  Board  issued  SFAS 133,
Accounting  for  Derivative  Investments  and  Hedging  Activities.  SFAS  133
establishes  new model for accounting for derivatives and hedging activities and
supersedes several existing standards.  SFAS 133, as mended by SFAS 137 and SFAS
138,  is  effective for all fiscal quarters of fiscal years beginning after June
15,  2000. The Company does not expect that the adoption of SFAS 133 will have a
material  impact  on  its  financial  statements.

NOTE  2.  BUSINESS  COMBINATIONS

The  Company's  business combinations have been accounted for using the purchase
method,  and, accordingly, the total purchase price of each acquired company was
allocated  to  the  tangible  assets and liabilities and identifiable intangible
assets  based  on  their  estimated  fair  values  as of the closing date of the
acquisition.  The  excess  purchase  price  over  the fair values is recorded as
goodwill.  Results  of  operations  for  the  acquired  companies  are  included
prospectively  from  the  date  of  acquisition.

In June 2002 the Company announced the sale of Ace Optics to CRT Corporation for
$2,000,000  worth  of  CRT  restricted  stock

In  June  2002  the  Company  announced  that  it plans to divest it self of the
Guarantee  Capital  Group  subsidiary,  and  in  anticipation of that occurrence
ceased  operations  of  the  on  line  mortgage  lending  group.

In  February  2002  the  Company  announced that it plans to spin-off the Global
Construction  Buying  Group  to  its  shareholders  by  the  end  of  2002.

In  September  2001  the Company started Guarantee Capital Group, which acquired
the  computer,  furniture  and  processing equipment from the new owner of Atlas
Capital  Corporation  for  $30,000. In November 2001 Guarantee Capital Group had
exceeded  the  capacity  of  its mortgage banking line. This prevented Guarantee
from  funding  the  balance  of its processed loans and subsequently in December
2001,  20  its  24  employees were laid off. The Company ceased the operation of
Guarantee  before  the  end  of  June  2002.

In  September  2001  the  Company started a new marketing subsidiary 1st2 Market
Incorporation and ceased operating its predecessor Allstates Communications Inc.
The  new  subsidiary  will  only market the Company's products whereas Allstates
marketed  cell  phones  for  cellular  phone  companies.

In  March  2001,  IBII  ceased  to operate Global GPP Corporation and closed its
corresponding operation in Europe.  The Company started a new corporation, which
is a wholly owned subsidiary, Global Construction Buying Group, whose main asset
is  the  equipment  acquired  from  Global  GPP  Corporation.

In  October  2000,  IBII signed an acquisition agreement with Auction-Sales.Com.
The  Company  invested  $180,000  in  the Auction-Sales.Com and in December 2000
rescinded  the  acquisition  due  to undisclosed debts. The Company is currently
suing  for the return of the funds and believes that if the Company prevails the
debt  could  be  collected.

In  October  2000,  IBII  acquired  the auction web site operations of the Sonic
Auction  Company  for  a  purchase  price  of  approximately  $5,000.  With this
acquisition, the Company acquired a database and a functioning web auction site.
The  Company  issued 500,000 shares of restricted common stock, to acquire Sonic
Auction  Company.  This  site  ceased  operation  in  March  of  2001.

During  the quarter ended September 2000, the Company issued 4,113,871 of shares
of  restricted  common  stock  tock  for  service  valued  at  $41,139.


                                       10
<PAGE>

In  April  2000,  IBII  acquired  the all the outstanding stock of Atlas Capital
Corporation,  a  mortgage-banking  company,  for 600,000 restricted common stock
valued  at  $6,000.  In  connection  with  the acquisition, the Company acquired
assets  of  approximately  $3,183,000  and  assumed liabilities of approximately
$3,179,000.  The  difference  of  $260,000  was  recorded  as  intangible assets
related to acquisition of trade names, websites, workforce-in-place and is being
amortized  over  5  years.  By end of August 2001 the company sold Atlas Capital
Corporation  with  its  assets  and  liabilities.

In  March  2000, the Company acquired the assets and assumed certain liabilities
of  Internet 2xtreme, an Internet Service Provider based in northern California.
The  total  purchase  price was $735,000, which consisted of cash of $17,635 and
124,589 shares of restricted common stock valued at $186,88.  In connection with
the  acquisition,  the  Company  recorded  intangible  assets  of  approximately
$666,000,  which consisted of approximately 4,800 customer accounts, website and
workforce-in-place,  which  are  being  amortized  over  5  years.

In  March 2000, the Company acquired 80% of the outstanding shares of Global GPP
for $500,000.  Global GPP owns a business-to-business website, equipment and its
strategic agreements with IBM Hungary to market business-to-business services in
Eastern  Europe.

In  February  2000,  the  Company  acquired  the  assets  and  assumed  certain
liabilities  of  Direct Communications, Inc., a wireless communications company.
In  addition  to  assuming certain liabilities, the Company paid cash of $80,000
and  issued  30,000  shares  of  restricted  company  stock  at  valued at $300.
Intangible  assets  purchased  totaled  $265,000, consisting of customers lists,
website and workforce-in-place and is being amortized over 5 years. These assets
and liabilities were transferred to the newly formed and wholly owned subsidiary
of  the  Company,  Allstates  Communications  Inc.

In  December  1999  the  Company  entered into a service agreement to market its
services on the Internet for 6,000,000 shares of common stock valued at $60,000.

In  November  1999, the Company, acquired an E Commerce website Optical Brigade,
an  on-line  sunglass  distribution website, for 5,050,) of restricted shares of
common  stock  valued  at  $50,500.

In  August  1999,  the Company acquired the website, Net 2 Loan, an on-line loan
processing  website  for  400,000  shares  of  restricted common stock valued at
$4,000.

In  July  1999  the  Company  acquired MBM Capital Group for $72,000 and 112,667
shares  of  restricted  common  stock valued at $1,127.  MBM was sold during the
fiscal  year  of  acquisition  for  a  $150,000  note. After the sale MBM ceased
operations  and  the  Company  considers  the  note  valueless.

In  June  1999,  the  Company  acquired  the assets of L.A. Internet, a southern
California-based  Internet  Service  Provider, which included customer accounts,
trade  name, websites, etc. for $545,000 in exchange for a reduction of the Note
Receivable  from  Iron  Horse  Holdings,  Inc.  (see  Preferred  Stock  Note 8).


                                       11
<PAGE>

NOTE  3.  CERTAIN  FINANCIAL  STATEMENT  INFORMATION

<TABLE>
<CAPTION>
                                                           SEPTEMBER 30,     JUNE 30,
                                                               2003            2003
                                                          ---------------  -------------
<S>                                                       <C>              <C>
ACCOUNTS RECEIVABLE:
  Accounts receivable                                     $            0   $          0
  Less:  allowance for doubtful accounts . . . . . . . .               0              0
                                                          ---------------  -------------
  Accounts receivable, net                                $            0   $          0
                                                          ===============  =============

INVESTMENT IN UNCONSOLIDATED COMPANIES :
  Stock of PMCC/GNVN                                      $      194,068   $    194,068
  Stock of CRT/DCM . . . . . . . . . . . . . . . . . . .         957,264      1,517,264
  Stock Distribution DCM . . . . . . . . . . . . . . . .        (207,264)      (560,000)
  Stock Purchase DCM . . . . . . . . . . . . . . . . . .          80,000              0
                                                          ---------------  -------------
     Total Long Term Investments . . . . . . . . . . . .  $    1,024,068   $    957,264
                                                          ===============  =============

PROPERTY AND EQUIPMENT:
  Office furniture and equipment                          $       47,999   $     47,999
  Machinery and computer equipment . . . . . . . . . . .       3,136,393      3,136,393
  Leasehold improvements . . . . . . . . . . . . . . . .               0              0
  Less:  accumulated depreciation. . . . . . . . . . . .      (2,496,685)    (2,243,462)
                                                          ---------------  -------------
  Property and equipment, net                             $      687,707   $    940,930
                                                          ===============  =============

INTANGIBLE ASSETS:
  Capitalized software costs, including websites          $    1,270,156   $  1,270,156
  Subscriber member bases. . . . . . . . . . . . . . . .       1,148,307      1,148,307
  Others, including customer lists, existing technology,
    trade names                                                  423,386        423,386
  Less:  accumulated amortization. . . . . . . . . . . .      (2,557,538)    (2,287,157)
                                                          ---------------  -------------
  Intangible assets, net                                  $      284,311   $    554,692
                                                          ===============  =============
</TABLE>

NOTE  4.  REVOLVING  LINES  OF  CREDIT

In  January  of  2002 the Company had a credit facility with PCFS for $3,000,000
under  specified  conditions  to  fund  residential mortgages to customers.  The
residential  loans  serve as collateral, and funds are advanced up to 98% of the
unpaid  principal amount of the qualified mortgage loan granted to the customer.
The  credit  facility  bears  interest  at  the  Prime  Rate plus 1.0% for loans
outstanding for 60 days or less.  The interest rate increases to Prime Rate plus
4.0%  for loans outstanding between 60 and 120 days, and increases to Prime Rate
plus  6.0%  for amounts outstanding over 120 days.  By May of 2002 this line was
not  used  and  the  agreement  terminated.

On February 1, 2000, the Company entered into a Master Repurchase Agreement that
provides  the  Company with a warehouse facility through IMPAC Warehouse Lending
Group  ("IMPAC").  The  IMPAC  line  provides the Company with an open warehouse
credit  line  (as  set  forth  by IMPAC) for the Company's mortgage originations
only. Under the terms of the agreement, the Company must repay the funded amount
within  30  days of the date the funds were disbursed with interest at the Prime
Rate  plus  1.0%.  If the funds are not repaid within 30 days, the interest rate
increases  to Prime Rate plus 3.0% until repaid, and IMPAC reserves the right to
sell the loan and any shortfall remains the liability of the Company.  The IMPAC
line  is  secured  by  the  mortgage  loans  funded  with  the  proceeds of such
borrowings.  The  IMPAC  line  does  not  have  a  stated expiration date but is
terminable  by  either party upon written notice.  This agreement was terminated
in  December  of 2001. Amounts outstanding under the IMPAC line at June 30, 2002
and  2001  were  $0  and  $6,183,228  respectively.

On  March  of  2001, the Company entered into a Master Repurchase Agreement that
provides  the  Company  with  a  warehouse  facility  through Imperial Warehouse
Lending Group ("Imperial").  The Imperial line provides the Company with an open
warehouse  credit  line  (as  set  forth by Imperial) for the Company's mortgage
originations  only. Under the terms of the agreement, the Company must repay the
funded  amount within 30 days of the date the funds were disbursed with interest
at  the  Prime  Rate plus 1.0%.  If the funds are not repaid within 30 days, the
interest  rate  increases  to  Prime  Rate  plus 3.0% until repaid, and Imperial
reserves  the  right to sell the loan and any shortfall remains the liability of


                                       12
<PAGE>

the Company.  The Imperial line is secured by the mortgage loans funded with the
proceeds  of  such  borrowings.  The  Imperial  line  does  not  have  a  stated
expiration  date  but  is  terminable by either party upon written notice.  This
Line was terminated in July of 2001. Amounts outstanding under the IMPAC line at
June  30,  2002  and  2001  were  $  0  and  $  865,468  respectively.

The  effective  interest  rate for the credit lines listed above were as follows
per  quarter,  the  interest  charge  is  deducted from the sale proceeds of the
funded  loans  and  is  booked  as  a  cost  of  revenue;

<TABLE>
<CAPTION>

Quarter         Prime Rate   Impac**   Imperial*    Number of Loans
                                                   Held over 30 Days
<S>             <C>          <C>       <C>         <C>
June 30, 2001.        6,75%     7.75%       7.75%                  0

Sept. 30 2001.        6.00%     7.00%  N/A                         0

Dec. 31, 2001.        4.75%     5.75%  N/A                         0

March 31, 2002        4.75%  N/A       N/A                         0

June 30, 2002.        4.75%  N/A       N/A                         0
</TABLE>

*  Imperial  line  not  in  use  after  June   2001
**  Impac  line  not  in  use  after  December  2001

In  addition,  the  Company  had a bank line of credit that provides for maximum
borrowings  up to $125,000.  The line of credit is personally secured by certain
officers  of the Company, and currently bears interest at 11.5% at June 30, 2000
and  is  due  on  August  31, 2000.  The outstanding balance against the line of
credit  as of June 30, 2002 and 2001 were $ 0 and $ 0, respectively. The Company
paid  off  the  line of credit line during the fiscal year ending June 30, 2001,
because  it  was  no  longer  required.

All  credit  facilities  and bank line of credit require the Company to maintain
certain  financial ratios and adhere to specific non-financial requirements.  At
June  30,  2002,  the  company  was  in  compliance  with  the various covenants
contained  in  the  above  agreements.

NOTE  5.  LONG-TERM  DEBT

Long-term  debt  at  September  30,  2003  consists  of  the  following:

Certain  Company assets requiring monthly payments of interest secure certain of
the  notes  payable  and  principal  with  various interest rates and due dates.

<TABLE>
<CAPTION>

                                     CURRENT PORTION     LONG-TERM      TOTAL
                                     ----------------  -------------  ----------
<S>                                  <C>               <C>            <C>
                                     Previous  115,430       976,469   1,091,899
                                     Interest   99,262                    99,262
                                     Territory             1,060,000   1,060,000
                                     Other                    40,000      40,000
-----------------------------------  ----------------  -------------
                                     Total  $ 214,594  $   2,076,469  $2,291,063
                                     ================  =============  ==========
</TABLE>

The  Current  Portion  represents  the  unpaid  amount due which the company was
unable  to  pay.
The  increase in the long term debt represent the debt due $1,060,000 contracted
by  the  company  for  the  Territory  Marketing  Agreement

During  the fiscal year ended June 30, 2002 certain real estate loans defaulted.
The  Companies  subsidiary  is  making  payment to the lender that purchased the
defaulted  loans.  These  payments  are made at the note rate for each loan. The
Company has filed claims with the Companies E&O Insurance carriers and until the
claims  are  either  denied  or  paid the company lists these debts as long-term
debt.  These  notes total $844,933. Effective September 1, 2001 the Company sold
the  subsidiary  Atlas  Capital  and these liabilities are included in the sale.


                                       13
<PAGE>

NOTE  6.  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
company  as  a going concern. The Company has experienced significant losses. As
of  September  30,  2003  the  currently  liabilities  exceed  current assets by
$1,401,590.  As  shown  in  the financial statements, the Company incurred a net
loss  of  $1,985,226 for the first quarter of fiscal  year  ended June 30, 2004.

The  future  success of the Company is likely dependent on its ability to attain
additional  capital  to  develop  its proposed products and ultimately, upon its
ability  to  attain future profitable operations. There can be no assurance that
the  Company  will  be  successful  in obtaining such financing, or that it will
attain  positive  cash  flow  from  operations.

NOTE  7.     EXTRAORDINARY  ITEM

The  California  Code  of  Civil  Procedure  Section 337 states; "Within 4 years
(four),  an  action  upon  any  contract, obligation or liability founded upon a
written  statement  or  written  contract."  The debts of company's (see Note 1)
identified  were  greater  then  4 years old and not enforceable.  Legal counsel
Edgar  Scheck  reviewed  the  debts and issued and opinion letter that the prior
company's  debts  were  not  collectable  based upon this Code Section 337.  The
Company  then  extinguished  these  debts  and  recognized amount of the debt as
extraordinary  income.  SFAS  125  list  2  sets  of  circumstance under which a
liability  is  not  recognized  (which  is  listed  below).  The  second  set of
circumstance  states  the GAAP basis for which the Company extinguished the debt
and  recognized the debt amount as extraordinary income in the fiscal year ended
June  30,  1999.

Per  SFAS 125, defeasance does not result in the extinguishments of a liability.
A  liability  is  derecognized  only  if:

     1.   The  creditor  is  paid  and the debtor is relieved of the obligation.
     2.   The  debtor  is  released legally either by the creditor or judicially
          from  being  the  primary  obligor.

All  gains  and  losses  from  extinguishments,  if  material in amount, receive
extraordinary  item  treatment.

NOTE  8.     STOCKHOLDERS'  EQUITY

AUTHORIZED  SHARES

During  April  2003 the board of directors amended the articles of incorporation
to  increase  the  authorized to 2,000,000,000 shares of which 1,990,000,000 are
common  shares  and  10,000,000  are  preferred.

During November 2000, the board of directors of the Company amended the articles
of  incorporation to increase the number of authorized shares of common stock to
349,000,000  shares.

STOCK  ISSUANCE

During the first quarter fiscal year ended June 30, 2004 the following stock was
issued.

54,000,000  shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement

40,0000  shares  of  restricted  common  stock  were  issued as per agreement to
repurchase  of  40,000  shares  of  DCM.

40,0000  shares  of  restricted  common  stock  were  issued as per agreement to
repurchase  of  40,000  shares  of  DCM.

During  the  fourth  quarter fiscal year ended June 30, 2003 the following stock
was  issued.


                                       14
<PAGE>

40,000,000  shares  of  restricted  common stock were issued as per agreement to
repurchase 149,283 shares of PMCC common stock previously sold to an investor in
July  of 2000. The agreement also provided for the issuance of 560,000 shares of
DCM  Enterprises.

60,000,000  shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement

In  April  of 2003 the par value for the Company stock was changed from $.01 per
shares to $.001 per share at that time there were, 78,273,603 shares issued with
a par value of $.01 which equals  $782,736, the par value change to $.001 valued
those  shares  at  $78,274 the net difference of $704,462 is included in paid in
capital.

During  the third quarter fiscal year ended June 30, 2003, IBII issued stock for
services.

20,000,000  shares  of  restricted  common  stock rule were issued as payment to
consultants  in  lieu  of  cash  for  services  provided  pursuant to consulting
agreements.  The  fair  value of the shares was recorded as prepaid professional
services  and  amortized  ratably  over  the  term  of  the  contract.

During the second quarter fiscal year ended June 30, 2003, IBII issued stock for
services.

10,000,000  shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement

During  the first quarter fiscal year ended June 30, 2003, IBII issued stock for
services.

10,000,000  shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement.

During  the  fiscal  year  ended  June  30,  2002  the  following  occurred:

Stock  Reverse; In May of 2002 a 1 share for 10 shares reverse became effective.
This was the first part of a Securities Purchase Agreement in conjunction with a
stock  registration. The Company received $120,000 as a loan to be paid with the
registration of stock during the fiscal year. Due to the price drop in the stock
after  the  reverse  occurred  the registration did not occur. The Loan proceeds
booked  as  long-term  debt.  The  stock reverse difference of shares issued and
outstanding is stated as additional paid in capital in the amount of $2,544,624.

During  Fiscal  Year  ended  June  30,  2002  IBII  issued  stock  for services.

Post-Stock  reverse  10,000,000 shares of common stock were issued as payment to
consultants  in  lieu  of  cash  for  services provided pursuant to a consulting
agreements.  The  fair  value of the shares was recorded as prepaid professional
services and amortized ratably over the term of the contract.  These shares were
issued  pursuant  to  a  Form  S-8  registration  statement.

In  September  2001  15,500,000  shares  were issued as per employment contract,
bring  the  total  number to 282,736,029 common snares issued and outstanding of
which  134,495,037  are  restricted.


                                       15
<PAGE>

During  Fiscal  Year  ended June 30, 2001 IBII did not issue stock for services.

During  fiscal year ended June 30, 2000, IBII agreed to issue approximately 30.4
million  shares  of  restricted  common  stock  for  development and advertising
services  over  a period of twelve months.  Under the agreement, the shares were
issued  as  certain  milestones  were  met, and the fair value of the shares was
recorded  as  prepaid  advertising  and  amortized  ratably over the term on the
contract.

During  fiscal  year  ended  June  30,  1999,  IBII  issued in December of 1998,
approximately  9.1million  shares  of restricted common stock to a consultant in
lieu  of cash for services provided pursuant to a consulting agreement. The fair
value  of the shares was recorded as prepaid professional services and amortized
ratably  over  the  term  of  the  contract.  Under  this agreement, IBII issued
additional  2.1  million  shares  of  restricted  common  stock in January 1999.

The  company complies with the provisions of Emerging Issues Task Force ("EITF")
Issue  No.  96-18,  Accounting  for  Equity  Instruments  Issued  to  Other Than
Employees  for  Acquiring,  or  in  Conjunction  with, Selling Goods or Services
("EITF  96-18"),  with respect to stock issuances to such non-employees, whereby
the  value  of  the  services  was  determined as a reliable measurement of fair
value.

Stock  Issuance  for  acquisitions  see  Note  3.  Business  Combination.

PREFERRED  STOCK

During  April  2003 the board of directors amended the articles of incorporation
to  increase  the  authorized to 2,000,000,000 shares of which 1,990,000,000 are
common  and  10,000,000  shares  are  preferred.

September  24,  2003;  The  following Preferred Stock was issued to Mercatus and
placed in escrow with stop on the Stock at the transferred agent if the Mercatus
loan  funds  the  shares  will  be considered issued and outstanding and will be
included into the financial information. At this date the Company has decided to
request  the  return of share from the escrow, cancel the shares and return them
to  the  treasury  at  the end of October if the Mercatus does not fund by then.

In  January  of  2003  the Company entered into a Collateral Loan Agreement (the
"Loan  Agreement")  with Mercatus Partners Limited, a UK corporation (Mercatus),
pursuant  to  which  Mercatus has agreed to provide the Company with loans in an
amount  of  up  to 20% of the Final Market Value (as such term is defined in the
Loan  Agreement) of certain restricted shares of our preferred stock were issued
by the Company in the name of Mercatus to secure the obligations under the loans
(the  "Stock").  The loans are payable to the Company within 10 days of delivery
of  the  Stock  and  related  loan  documents.

Loans  under the Loan Agreement are evidenced by the promissory Notes payable to
Mercatus  and  are secured by the 10,000 Shares of Series A Preferred Stock. The
interest  rate  on  the  loans  will  be  set  at  5.5%.

Except  as  otherwise provided in the Loan Agreement, the Stock shall be held as
collateral by Mercatus at all times there remains principal or interest owing to
Mercatus under the promissory notes. Other than as specifically set forth in the
Loan  Agreement, the Stock may not be sold, hypothecated, assigned, transferred,
or  otherwise  encumbered.  In  the event of a default under the Loan Agreement,
however,  Mercatus may thereafter sell, assign, hypothecate or otherwise dispose
of  the  Stock. Under such circumstances, Mercatus assumes no responsibility for
the  amount  of  proceeds it may receive upon such disposition of the Stock. Any
proceeds  received  by  Mercatus in excess of the default amount plus reasonable
attorney's  fees,  if  any, and related costs of disposition will be returned to
the  Company.  In the event of a default by the Company, the Company has further
agreed  to  take  all  reasonable  steps  to  register  the  Stock for resale by
Mercatus.  A  default by the Company under the Loan Agreement can be expected to
have  a  materially  adverse  effect on the price of the Company's common stock.

The  initial  term  of  the loan is 5 years, with interest-only payments for the
first  year  of the loan. Upon payment in full of all interest and principal due
under  the  loan,  the Stock will be returned to us for cancellation. During the
term  of the loan Mercatus will provide a voting proxy with respect to the Stock
to  a  person  designated by the Company. In the event of a default however, the
proxy  shall  be  deemed  null  and  void.


                                       16
<PAGE>

 In  connection  with the Loan Agreement, in February 2003 the Company delivered
10,000  shares  of  restricted  preferred stock to Mercatus. The Company expects
delivery  of  the  funds  by  February  28th,  2003.

The  maximum  loan  amount  would be $9,000,000 with approximate net proceeds of
$7,900,000.

As  of  March  31,  2003 Mercatus has not funded this loan. The Company received
back  the  preferred stock, which was returned to Treasury. The Company signed a
new  loan  agreement  that  has a funding date of May 31, 2003. Pursuant to this
agreement  the  Company  has  issued  a new 1,029,231 restricted preferred stock
certificate  series  A,  as  collateral  for  the  loan.

After  March 31, 2003 the Company entered into the following loan agreement with
Mercatus:

Mercatus Loan.  Subject to the terms and conditions set forth herein, the Lender
--------------
agrees  to  provide  the  Borrower  a  loan in the amount of Seven Hundred Fifty
Thousand  United  States  Dollars [US$ 750,000.00] (the "Loan"). Lender will pay
the  proceeds  of  the Loan to Borrower [less payments and fees, as set forth in
the  agreement,  not  sooner  than  five  [5]  business  days after Borrower has
delivered the Collateral Stock.  Lender may, at its option, pay the Loan in more
than  one  installment.

Pursuant  to  this  agreement  the  Company issued a 10,000 restricted preferred
stock  certificate  series  B,  as  collateral  for  the  loan.

After  September  30,  2003  the  shares  issued  to Mercauts were request to be
returned  and  if  the shares are not returned by the end of November the shares
will  be  canceled.

In  January  of  2002  the  Company  had  entered  into  an agreement to issue a
Convertible  Debenture  in  order  to  raise  capital  for  the expansion of its
wireless  Internet  services  and  re-establish the mortgage loan division; this
Debenture  was  never  completed due to the market price of the Company's stock.

On  December  15,  1998,  the  Company entered into an agreement with Iron Horse
Holdings,  Inc.  ("IHHI"),  a  privately  held company that in which officers or
family members of the officers of the Company have minority stock ownership, for
IHHI to purchase 23,900 shares of the Company's preferred stock with a par value
of  $100.00 per share, in exchange for a promissory note receivable from IHHI in
the  amount  of  $2,500,000.  The difference between the par value of the shares
and  the  purchase  price  is  treated  as  additional  paid-in-capital.  Shares
purchased  under  the  agreement  are to be issued to IHHI or its designee.  The
promissory  note  receivable  bear interest at 9% per annum, and is secured by a
blanket  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 the agreement directly to the shareholder(s)
of  record  at  the time such payment is due. During the fiscal year ending June
30,  2001,  the  company-received  payment in full on the note executed by IHHI,
also  during  this  fiscal  year IHHI converted the preferred into common stock.
There  are  no  preferred  shares  issued  and  or  outstanding as of this date.

The Company acquired 100% of LA Internet, Inc. in June of 1999 for $525,000 from
IHHI,  which  was credited towards the note that is owed by IHHI to the Company.


                                       17
<PAGE>

During  Fiscal  June 30, 2000 the Company received the following payments on the
note  executed  by  IHHI,

<TABLE>
<CAPTION>
Date             Balance     Payment    Interest Paid     Form of payment
--------------  ----------  ----------  --------------  --------------------
<S>             <C>         <C>         <C>             <C>

June 15, 1999.              $  240,000               -  Credit
June 15, 1999.              $  525,000               -  Credit - LA Internet
--------------  ----------  ----------  --------------  --------------------

Total. . . . .           -  $  765,000               -                     -

Date             Balance     Payment    Interest Paid     Form of payment
--------------  ----------  ----------  --------------  --------------------
<S>             <C>         <C>         <C>             <C>

June 30, 1999.  $1,735,000                                                 -
Sept. 30, 1999  $1,464,754  $  270,246  $       39,037  Cash
Dec. 31, 2000.  $1,194,508  $  270,246  $       32,957  Cash
March 31, 2000  $  924,262  $  270,246  $       26,876  Cash
June 30, 2000.  $  654,009  $  270,253  $       20,796  Cash
--------------  ----------  ----------  --------------  --------------------

Total. . . . .  $  654,009  $1,080,991  $      119,666
--------------  ----------  ----------  --------------  --------------------
</TABLE>

During  Fiscal  June 30, 2001 the Company received the following payments on the
note  executed  by  IHHI,

<TABLE>
<CAPTION>
Date             Balance     Payment    Interest Paid     Form of payment
--------------  ----------  ----------  --------------  --------------------
<S>             <C>         <C>         <C>             <C>

June 30, 2000   $  654,009
Sept. 30, 2000  $  490,509  $  163,500  $       14,715  Cash
Dec. 31, 2000   $  327,009  $  163,500  $       11,036  Cash
March 31, 2001  $  163,509  $  163,500  $        7,357  Cash
June 30, 2001   $        0  $  163,509  $        3,679  Cash
--------------  ----------  ----------  --------------  --------------------

Total           $        0  $  654,009  $       36,787
--------------  ----------  ----------  --------------  --------------------
</TABLE>

NOTE  9.  INCOME  TAXES

The  provision  for  income  taxes  for  the  years ended June 30, 2004 and 2003
consist  of  the  following  (there  were  no  provision for income taxes on the
financials  due  to  the  net  loss  carry  forward  from  the  previous  years
operations):

<TABLE>
<CAPTION>
                                                                    JUNE 30,   JUNE 30,
                                                                      2004       2003
                                                                    ---------  ---------
<S>                                                                 <C>        <C>
Current income tax expense:
  Federal. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       0  $       0
  State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          0          0
                                                                    ---------  ---------
                                                                            0          0
                                                                    ---------  ---------
Deferred income tax expense:
  Federal. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       0  $       0
  State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          0          0
                                                                    ---------  ---------
                                                                            0          0
                                                                    ---------  ---------

                                                                    $       0  $       0
                                                                    =========  =========

Amounts for deferred income tax assets and liabilities as follows:

Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       0  $       0
Valuation allowance. . . . . . . . . . . . . . . . . . . . . . . .          0          0
                                                                    ---------  ---------
                                                                            0          0
Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .          0          0
                                                                    ---------  ---------

Net tax asset or liability . . . . . . . . . . . . . . . . . . . .  $       0  $       0
                                                                    =========  =========
</TABLE>


                                       18
<PAGE>

Deferred  income  tax  assets  consist  primarily  of  net  operating loss carry
forwards.  The  Company  has  provided  for  a  full  valuation allowance on the
deferred  income  tax  assets as the realization of such benefits are uncertain.
Such  carry  forwards  begin  to  expire  beginning  in  2004.

For  the  year ended June 30, 1999, the Company excluded the forgiveness of debt
income  from  taxable  income  pursuant  to  Internal  Revenue  Code  Section
108(A)(1)(B)  and  108(B).

10.  COMMITMENTS

The  Company  rents its current office in Las Vegas, Nevada, and the Company has
vacated  its  prior  offices.

2250  E.  Tropicana  Ave.  Suite  19-309,  Las  Vegas,  Nevada             89119

The  Company  has  equipment  at  several  co-location  facilities  that will be
relocated  once  the  facilities  are  paid  current.

NOTE  11.  SEGMENT  INFORMATION

In accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information," management has determined that there are three reportable
segments  based  on  the customers served by each segment: Full service internet
service  provider  (ISP),  mortgage  banking business (which ceased operation in
June  2002),  and  business-to-consumer ("B2C") provider. Such determination was
based  on  the  level  at  which  executive  management  reviews  the results of
operations  in  order  to  make  decisions  regarding performance assessment and
resource  allocation.

Full  service  Internet  service  provider  serves  customers requiring Internet
access  in  the  western United States through dial-up, and high-speed wireless;
web  hosting  and  web  design  (which  ceased  operations as of June 30, 2003).
Mortgage banking business includes online mortgage loan origination, processing,
servicing  and  resales,  (which  ceased  operations  in  June  2002).
Business-to-consumer  provider  primarily  consists  of  cellular  phone service
origination  fees  and  sales  (which  ceased  operation  as  of June 30, 2003).

Certain  general  expenses  related  to  advertising  and marketing, information
systems,  finance  and  administrative groups are not allocated to the operating
segments  and  are  included in "other" in he reconciliation of operating income
reported  below.  The  accounting policies of the segments are the same as those
described  in  the  summary  of  significant  accounting  policies (see Note 2).

Information  on  reportable  segments  is  as  follows:

<TABLE>
<CAPTION>
                       SEPTEMBER 30,    SEPTEMBER 30,
                           2003             2002
                      ---------------  ---------------
<S>                   <C>              <C>
FULL-SERVICE ISP
NET SALES. . . . . .  $            0   $      287,493
OPERATING INCOME . .  $     (275,723)  $     (476,861)

MARKETING (B-TO-B/C)
NET SALES. . . . . .  $            0   $          844
OPERATING INCOME . .  $            0   $      (19,334)

OTHER
NET INCOME . . . . .  $      118,405   $            0
UNALLOCATED EXPENSE.  $   (1,709,503)  $     (398,246)

TOTAL
NET SALES. . . . . .  $      118,405   $      288,377
OPERATING INCOME . .  $   (1,985,226)  $     (894,441)
</TABLE>


                                       19
<PAGE>

At  the  end of fiscal year ended June 30, 2003 management decided to close down
the  Marketing  segment  of  the  Company.  The  debts  of  the  subsidiary were
incorporated  into the parent Company and the debt owed to the parent Company of
$1,259,236  was  written  off  this  quarter.

     NOTE  12.  OTHER  EVENTS

A.  MARKETING  AGREEMENT

In  September  2003 the Company through its wholly owned subsidiary Global Debit
Cash  Card,  Inc,  a  Nevada  Corporation (GDCC) agreed to purchase from DCM the
following  territories  of COLORADO AND UTAH for marketing the CARDS as per this
Agreement. This will allow GDCC to be the TMR in those territories specified and
to  license  resellers of the CARDS. The Licensed Activated Resellers (LAR) will
be  licensed  through  GDCC  the  TMR.

B.  STOCK  REPURCHASE

In  September 2003 the Company agreed to reacquire the 149,283 shares previously
sold to the investor.  The agreement provides for the issuance of 560,000 shares
of  DCM  Enterprises  ("DCME")  common stock in addition to 40,000,000 shares of
restricted  common  stock  the Company. The agreement also allows the Company to
purchase  from  the investor 200,000 shares of the 560,0000 shares of DCME based
upon  the  following  terms  per  quarter;  40,000 shares of DCME for 40,000,000
shares of restricted common stock of the Company. This agreement to purchase the
200,000  shares  of  DCME  is  only  in effect until such time that DCME becomes
trading.

C.  AGREEMENT  BETWEEN  THE  COMPANY  AND  DCM  ENTERPRISE,

In  August  2003  the  Company  agreed  to  provide  the  Buyer of Ace Optics an
alternative  company  from  or  return  the  stock of the Buyer since Ace Optics
ceased  operations immediately after the acquisitions of it by Buyer. In lieu of
an  alternative  Company the Buyer and Seller agree that the balance of the DCME
stock  received  by  the  Seller will be returned to the Buyer. Subsequently the
Company  acquired  and  then  sold  to  DCME  Alpha  Tooling.

D.  DIVIDEND

On  June 17 2002, the Company announced the sale of Aces Optics to CRT Corp. for
2,000,000  shares  of CRT restricted stock valued at $1.00 a share, the dividend
was  to be based on one share of CRT Corp. per 100 shares of post reverse shares
of  the  Company.  On  July 8 the Company announced that the record date of July
17,  2002  for  the shares holders to receive the dividend. On July 18, 2002 the
Company  announce  the date of distributions to be August 30, 2002. By September
15, the Transfer agent was work with DTC to complete the issuance of the divided
CRT  Corp.  restricted  to  its  shareholders.

E.  RTRN

In  June  2001  the  Company  announced  that  an  agreement of merger and share
exchange  was  executed  by  and  among  Return Assured Incorporated, a Delaware
corporation  ("RAI"),  IBUI Acquisition Corp., a Nevada corporation (the "Merger
Subsidiary"  and  together with RAI, the "RAI Parties"), and Internet Business's
International,  Inc.,  a  Nevada  corporation  ("IBUI").  The  merger  was to be
completed before January of 2002. All parties to the agreement mutually canceled
failing  the completions of merger the agreement within the time frame agreed to
the  agreement.

F.  PMCC

On  August  2, 2000, the Company announced that it has entered into an agreement
whereby  the  Company  would  purchase  2,460,000  share of PMCC Financial Corp.
("PMCC"),  a  full-service  mortgage  banking  company, common stock from PMCC's
former  chairman  of  the  board,  Ronald Friedman, and The Ronald Friedman 1997
Grantor  Retained  Annuity Trust Ronald Friedman, which represents 66.36% of the
3,707,000  PMCC  shares outstanding.  The aggregate purchase price of $3,198,000
is  to be paid in cash to the seller by the Company as follows: $700,000 at date
of  closing;  $306,857  for each of the seven installment payments to be paid on
the  30th,  60th,  90th, 120th, 150th, 180th and 210th days following the close;
$175,000  on  each  of  the  240th  and 270th day after the date of the closing.
Shares  of  PMCC,  a  listed  AMEX  company, were not trading at the time of the
agreement.  In  the  event that three months after closing, if PMCC's shares are


                                       20
<PAGE>

not  actively  trading  on  the  AMEX or NASDQ exchanges and the Company has not
merged  PMCC with the Company or any of the Company's subsidiaries, the purchase
price  shall  be  reduced  by  the  amount  of  the final two $175,000 payments.

Also  on  July  28,  2000, in a separate transaction, the Company entered into a
stock  purchase agreement with an unrelated individual whereby the Company would
sell  up  to  370,000  of  PMCC  shares  that  the  Company  either owns or will
eventually  own,  for  total  consideration of $1,387,500.  Shares of PMCC stock
sold  by  the  Company  will  be released to the buyer in proportion to payments
received.

The  Company  on  March  2, 2001 filed an action against Ronald Friedman and The
Ronald  Friedman 1997 Grantor Retained Annuity Trust in Federal Court, in Orange
County,  California  for  rescission of the purchase of the PMCC stock agreement
and  return  of  $1,006,857  paid  by  the  Company.  On  August 16, 2001 Ronald
Friedman, Robert Friedman, and The Ronald Friedman 1997 Grantor Retained Annuity
Trust filed an action against the Company for the balance of the price under the
contract  in  the  amount  of  $2,191,143.  This  action  was  filed in the U.S.
District  Court  for the Southern District of New York. In February 2002 the New
York  case was transferred to California and consolidated with the case filed by
the Company in Orange County, CA. The Company feels that it will prevail in this
action.

As  of  December  31,  2000,  the  Company received payments of $559,812 and the
Company  released  149,283  shares  of PMCC stock that it owned.  If PMCC is not
actively  trading  within six months of the agreement, the Company will issue to
the  Buyer  the  equivalent  number of shares of stock of the Company.  PMCC has
been  actively  trading  as of January 19, 2001, and the gain on the sale of the
PMCC  stock  of  $410,529  has  been  included in revenues for the period ending
December  31,2000.

In  January  2001,  the  PMCC  was delisted from the American Stock Exchange and
began  trading  on  the  Pink  Sheets  under the symbol of  "PMCF"; this met the
trading requirement as per the stock sale agreement the Company had entered into
with  an  unrelated  individual  during  the  first quarter of this fiscal year.

G.  IBC

On  August 11, 2000, the Company entered into an agreement to acquire all of the
outstanding  shares  of  International  Business  Co., a software developer that
streamlines  B2B  e-commerce,  in  exchange  for  2,000,000 shares of restricted
Company shares to be held in escrow.  Between the periods from September 1, 2000
through  March  1,  2001,  the  Company  can unilaterally cancel the contract if
dissatisfied  with  the  seller's performance. The Company canceled the purchase
during  the  cancellation  period  agreed  in  the  escrow.

H.  AUCTION-SALES.COM,  INC.

On  October  19,  2000, the Company entered into a Stock Purchase Agreement with
Auction-Sales.Com, Inc. and its majority shareholder, Zahid Rafiq (collectively,
"Seller"),  for  the purchase by the Registrant of 96.62% of the outstanding and
treasury  shares  of  common  stock  of  Auction-Sales.Com,  Inc.,  a  Delaware
corporation.   In  exchange  for  the  shares, the Company was to pay, under the
terms  of  the  agreement, 11,000,000 shares of Company's common stock to Seller
for  all  of Seller's Shares. After investing $180,000 for marketing the Company
discovered that Auction-Sales had undisclosed liabilities and that Auction-Sales
was not in compliance with California law regarding delivery of product paid for
but  not  delivered  to  customers.

This acquisition was rescinded in December 2000 and the necessary documents were
filed  with  the  SEC.  The  site  was  retained  until  the funds invested into
Auction-Sales.Com are returned which at this time management has expectations of
occurring.


                                       21
<PAGE>

NOTE  13.  OTHER  AGREEMENTS

A.  WASHINGTON  STATE  HOTEL  AND  MOTEL  ASSOCIATION.

The  agreement,  entered  into  in  the  ordinary  course  of business, with the
Washington  State  Hotel  and Motel Association, dated October 4, 2000, provides
the  use  of  the  GGPP reverse auction site as a platform for hotel association
members  purchasing  products needed for their different hotel properties.  This
method  of  purchasing  allows  the  suppliers  of  products  the chance to sell
products  to  the buyers in competition with one another; the net effect is that
the  buyers  would  select  the  supplier  with  the lowest per unit cost.  This
reduces  the  cost  of  supplies  and thereby should increase their potential of
profit.  This  agreement  covers the modification of the GGPP website for use by
the  Association, and does not involve any payment by the Company. By the end of
the  fiscal  year  ended  June  2002,  this program generated no revenue and the
Company  has  ceased  to  offer  this  service.

B.  JWC  CONSTRUCTION

The  agreement,  entered  into  in the ordinary course of business, with the JWC
Construction  Company of Poland, dated March 9, 2001 which will enable companies
to  list  their  purchasing  requirements  on projects using the reverse auction
platform.  This method of purchasing allows the suppliers of products the chance
to  sell  products to the buyers in competition with one another; the net effect
is  that  the  buyers  would  select the supplier with the lowest per unit cost.
This reduces the cost of supplies and thereby should increase their potential of
profit.  This agreement covers the modification of the Construction Buying Group
website  for  by  the Construction industry, and does not involve any payment by
the Company. By the end of June 2002, the Company canceled this agreement due to
lack  of  activity  of  JWC.


                                       22
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 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.

CURRENT  OPERATIONS

The  Company  currently  has less the 5 employees and one office, the Company is
currently  not  in  operations.

The  Company  rents its current office in Las Vegas, Nevada, and the Company has
vacated  its  prior  offices.

2250  E.  Tropicana  Ave.  Suite  19-309,  Las  Vegas,  Nevada
89119
The  Company  has  equipment  at  several  co-location  facilities  that will be
relocated  once  the  facilities  are  paid  current.

RESULTS  OF  OPERATIONS  -  COMPARISON  OF  QUARTER  ENDED SEPTEMBER 30, 2003 TO
QUARTER  ENDED  SEPTEMBER  30,  2002.

(A)     OVERALL

Revenues  for the three months ended September 30, 2003 of $118,405 was from the
sale  of  depreciated  equipment  and  customer  lists  the  only reason this is
classified  as  revenue is because the assets were fully depreciated at the time
of  the  sale.  Due to the source of revenue the Company has no expectation that
similar  sales  will  occur and during the remainder of this fiscal year. During
the  three  months  ended  September 30, 2002 the Company had sales of $288,377.

Operating,  sales, general and administrative expenses for the same periods were
$654,395  and  $1,182,778  respectively,  which  is  a decrease of approximately
55.3%.  The  main  reason  for  this  decrease is due to the closing down of the
operations  there  by  reducing  the  expenses.

The  resulting  loss  for  the  three-month  period  ended September 30, 2003 of
($1,985,226)  is  a  significant  increase  when  compared  to  the  losses  of
($894,4441)  reported  for  the comparable quarter ended September 30, 2002. The
increase  in  the  loss  is  primarily  due to the closing down of the Marketing
division  and  the  Company  writing  off  the  amount  due  from  that segment.

(B)     COMPARISON  BY  SEGMENT

Management  determined  that  there  were four reportable segments for the prior
quarter  ended  September 30, 2001. However for this quarter ended September 30,
2003  there  are  only  two  reportable  segments  for the Company. These are as
follows:  Internet  service  provider  (ISP);  and  Corporate  (Other).


                                       23
<PAGE>

Information  on  reportable  segments  is  as  follows:

FIRST  QUARTER  ENDED

<TABLE>
<CAPTION>
                       SEPTEMBER 30,    SEPTEMBER 30,
                           2003             2002
                      ---------------  ---------------
<S>                   <C>              <C>
FULL-SERVICE ISP
NET SALES. . . . . .  $            0   $      287,493
OPERATING INCOME . .  $     (275,723)  $     (476,861)

MARKETING (B-TO-B/C)
NET SALES. . . . . .  $            0   $          844
OPERATING INCOME . .  $            0   $      (19,334)

OTHER
NET INCOME . . . . .  $      118,405   $            0
UNALLOCATED EXPENSE.  $   (1,709,503)  $     (398,246)

TOTAL
NET SALES. . . . . .  $      118,405   $      288,377
OPERATING INCOME . .  $   (1,985,226)  $     (894,441)
</TABLE>

     ISP:  The results for the ISP segment for the first quarter ended September
30,  2003  shows  no  revenue  for  this  quarter  since this segment has ceased
operations  during  the  previous  fiscal year. Until such time the ISP restarts
operations  and  reacquires  the equipment that it has at the co-locations there
will  be  no  comparison  of  this  segments  operations  per  quarter.

     MARKETING:     Marketing ceased operations during fiscal year ended June 30
2003  and  since  there were no plans to restart the operations there will be no
segment  comparison  of  quarters.

OTHER:  Revenues  that  represent  the  sale  of fully depreciated equipment and
customer  lists.  Since  there are no expectation that furthers sales will occur
and  that  the  revenues from previous operation are dissimilar there will be no
comparison  of  the  quarters.  Beside  depreciation  and  amortization  for the
Quarter,  with  the  closing  of  the Marketing division represented the largest
expense  for  this  quarter.

LIQUIDITY  AND  CAPITAL  RESOURCES.

Net cash provided by the operations of the Company decreased by ($1,194) for the
three  months  ended September 30, 2003 to $195 by the end of the quarter. Since
the  Company  is not in operations the only liquidity for the Company would come
from  the  sale  of  its  assets.

CAPITAL  EXPENDITURES.

Other than as set forth below, no material capital expenditures were made during
the  quarter  ended  on  September  30,  2003.

ACQUISITIONS

There  were  no  acquisitions  made during the quarter ended September 30, 2003.


                                       24
<PAGE>

FORWARD  LOOKING  STATEMENTS

     The  foregoing  Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations  contains  "forward  looking statements" within the
meaning  of Rule 175 under the Securities Act of 1933, as amended, and Rule 3b-6
under  the  Securities  Act of 1934, as amended, 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."


ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

This  section  has not been updated relative to market risk because the Mortgage
Banking Division ceased operation during the previous fiscal year ended June 30,
2002. This division may become operational if additional funds are available for
the  Company.

 Market  risk  generally  represents  the  risk of loss that may result from the
potential  change  in the value of a financial instrument due to fluctuations in
interest  rates.  Market  risk is inherent to both derivative and non-derivative
financial  instruments,  and accordingly, the scope of the Company's market risk
management  includes  all  market  risk  sensitive  financial  instruments.

 The  Company  uses  several tools and risk management strategies to monitor and
address  interest  rate  risk.  Such  tools  allow  the  Company  to monitor and
evaluate  its  exposure  to  these  risks  and to manage the risk profile of its
residual  interest  portfolio  in  response  to  changes  in  the  market  risk.

The  Company  measured  the  sensitivity  of  the current value of cost of funds
(Prime  Rate  plus  1.5%)  to changes in the mortgage interest rate (bond market
plus  1.5%)  that  the  Company charges on funded loans, which is reflected with
changes  in interest rates.  The difference in the cost of funds versus the rate
at  which the Company funded the mortgage loans could have benefited the company
because the cost of funds was less the mortgage interest rate. The Company could
have  lost  money if the cost of funds was more than the mortgage interest rate.

The  following  table  summarizes the sensitivity analysis of change in the fair
value  of our cost of funds as compared to the residual interests as of December
31,  2001  and  March  31,  2002:


                                       25
<PAGE>

<TABLE>
<CAPTION>
                               CHANGE IN FAIR VALUE AS OF:
                           DECEMBER, 31, 2001  MARCH 31, 2002
<S>                        <C>                <C>
Prime Rate. . . . . . . .  4.750%             4.750%
Our Cost of Funds . . . .  1.500%             1.500%
 Total. . . . . . . . . .  6.250%             6.250%

Bond Market . . . . . . .  4.900%             5.100%
Consumer Cost of Funds. .  1.500%             1.500%
Total . . . . . . . . . .  6.400%             6.600%

Net Impact Benefit (Loss)  0.150%           (0.350)%
Consumer Cost of Funds. .  1.500%             1.500%
Total . . . . . . . . . .  6.400%             6.075%

Net Impact Benefit (Loss)  0.150%           (1.425)%
</TABLE>

ITEM  4.  CONTROLS  AND  PROCEDURES

(a)  Evaluation  of  disclosure  controls  and  procedures.

The  Registrant carried out an evaluation of the effectiveness of the design and
operation  of  its  disclosure  controls  and procedures pursuant to Rule 13a-14
under the Securities and Exchange Act of 1934 ("Exchange Act").  This evaluation
was  done  under  the  supervision  and  with  the
participation  of the Registrant's President and Chief Financial Officer.  Based
upon  that  evaluation, they concluded that the Registrant's disclosure controls
and  procedures are effective in gathering, analyzing and disclosing information
needed  to  satisfy  the  Registrant's disclosure obligations under the Exchange
Act.

(b)  Changes  in  internal  controls.

There  were  no  significant changes in the Registrant's internal controls or in
its factors that could significantly affect those controls since the most recent
evaluation  of  such  controls.

PART  II.

ITEM  1.  LEGAL  PROCEEDINGS.

     The Company has two lawsuits that are material to the Company; one has gone
to  judgment  against  the  company, which has been appealed. The other which is
currently  in  negotiations  for  a possible settlement and if it is not settled
then  the  case   be  go  to  trail  before  the  end  of  2003.

     Globalist International received a judgment for approximately $350,000. The
courts  decision and the judgment were appealed and the Company believes that it
will  prevail  in  this  matter.

     The  Company  vs.  Ronald Friedman 1997 Grantor Retained Annuity Trust, for
rescission  of the purchase of the PMCC stock and return of the $1,006,857. This
case  is  currently  in  negotiations for a possible settlement and if it is not
settled  then  the  case  will  be  go  to  trail  before  the  end  of  2003.


                                       26
<PAGE>

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

The  Company  issued  54,000,000  shares  of  S-8 stock for services during this
quarter.

The Company issued 80,000,000 shares of restricted stock as per stock repurchase
agreement  during  this  quarter.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

Not  Applicable.

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

None.

ITEM  5.  OTHER  INFORMATION.

None.

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

REPORTS  ON  FORM  8-K.

Several  reports  on  Form  8-K were filed during the quarter of the fiscal year
covered  by  this  Form  10-QSB.

EXHIBITS.

Exhibits  included  or  incorporated  by  reference  herein are set forth in the
Exhibit  Index.


                                       27
<PAGE>

<TABLE>
<CAPTION>
                                            EXHIBIT INDEX

Number  Description
------  --------------------------------------------------------------------------------------------
<S>    <C>

   2.1    Agreement and Plan of Merger between the Company and Internet Business's
          International, Inc., a Delaware corporation, dated July 1, 1999 (incorporated by reference
          to Exhibit 2 to the Form 8-K/A filed on November 22, 1999)

   2.2    Agreement and Plan of Merger and Share Exchange among the Company, Return Assured
          Incorporated, and IBUI Acquisition Corporation, dated June 4, 2001 (see below).

   3.1    Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed
          on December 1, 1999).

   3.2    Certificate of Amendment of Articles of Incorporation (incorporated by reference to
          Exhibit 3.2 to the Form 10-Q filed on December 1, 1999).

   3.3    Certificate of Amendment of Articles of Incorporation (incorporated by reference to
          Exhibit 3.3 of the Form 10-Q filed on May 22, 2000).

   3.4    Certificate of Amendment of Articles of Incorporation (incorporated by reference to
          Exhibit 3.4 of the Form 10-Q filed on May 22, 2000).

   3.5    Bylaws (incorporated by reference to Exhibit 3.3 to the Form 10-Q filed on December 1,
          1999).

   4.1    Retainer Stock Plan for Non-Employee Directors and Consultants, dated October 1, 1999
          (incorporated by reference to Exhibit 4.1 to Form S-8 filed on October 8, 1999)

   4.2    Consulting Agreement between the Company and Mark Crist, dated October 5, 1999
          (incorporated by reference to Exhibit 4.2 to Form S-8 filed on October 8, 1999)

  10.1    Purchase Agreement (LA Internet) between the Company and Iron Horse Holdings,
          Incorporated, dated June 10, 1999 (incorporated by reference to Exhibit 10.2 to the Form
          10-Q filed on December 1, 1999).

  10.2    Purchase Agreement between the Company and the Stockholders of MBM Capital Group
          Inc., dated July 1, 1999 (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed
          on December 1, 1999).

  10.3    Acquisition Agreement (Net 2 Loan) between the Company and Lifestyle Mortgage
          Partners dated September 15, 1999 (incorporated by reference to Exhibit 10.4 to the Form
          10-Q filed on February 22, 2000).

  10.4    Purchase Agreement (license) between the Company and Stockholders of California Land
          & Home Sale, Inc., dated October 1, 1999 (incorporated by reference to Exhibit 10.5 to
          the Form 10-Q filed on February 22, 2000).

  10.5    Acquisition Agreement (Optical Brigade) between the Company and Wade Whitley dated
          November 1, 1999 (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed on
          February 22, 2000).

  10.6    Employment Agreement between the Company and Al Reda dated January 1, 2000 (see
          below).
</TABLE>


                                       28
<PAGE>

<TABLE>
<CAPTION>
                                            EXHIBIT INDEX

Number  Description
------  --------------------------------------------------------------------------------------------
<S>    <C>
  10.7    Employment Agreement between the Company and Louis Cherry dated January 1, 2000
          (see below).

  10.8    Agreement for Acquisition between the Company and Direct Communications, Inc., dated
          February 25, 2000 (incorporated by reference to Exhibit 10.6 of the Form 10-Q filed on
          May 22, 2000).

  10.9    Agreement between the Company and Internet 2xtreme dated March 6, 2000
          (incorporated by reference to Exhibit 10.7 of the Form 10-Q filed on May 22, 2000).

 10.10    Agreement between the Company, Roanoke Technology Corp., and Global GPP Corp.,
          dated March 21, 2000 (incorporated by reference to Exhibit 10.8 of the Form 10-Q filed
          on May 22, 2000).

 10.11    Agreement between GPP Hungary Kft and Haitec Magyarorazagi Kft, dated March 30,
          2000 (incorporated by reference to Exhibit 10.9 of the Form 10-Q filed on May 22, 2000).

 10.12    Stock Purchase Agreement between the Company and Atlas Capital Corporation dated
          April 1, 2000 (incorporated by reference to Exhibit 10.10 to the Form 10-K filed on
          September 27, 2000).

 10.13    Stock Purchase Agreement between the Company and Ronald Friedman, Robert
          Friedman, and The Ronald Friedman 1997 Grantor Retained Annuity Trust, dated July 28,
          2000 (incorporated by reference to Exhibit 10.11 of the Form 10-Q filed on November 16,
          2000).

 10.14    Stock Sales Agreement between the Company and a buyer dated July 28, 2000
          (incorporated by reference to Exhibit 10.12 of the Form 10-Q filed on November 16,
          2000).

 10.15    Stock Purchase Agreement between the Company, International Business Company,
          Dennis B. Ginther, Clifford J. Roebuck, Jadwiga L. Ginther, and Bogumila E. Basu , dated
          August 19, 2000 (incorporated by reference to Exhibit 10.13 of the Form 10-Q filed on
          November 16, 2000).

 10.16    Stock Purchase Agreement between the Company, Sonic Auction.com, Inc., and Brian
          Pruett, dated October 5, 2000 (incorporated by reference to Exhibit 10.14 of the Form 10-
          Q filed on February 15, 2001).

 10.17    Stock Purchase Agreement between the Company, Auction-Sales.Com, Inc., and Zahid
          Rafiq, dated October 19, 2000 (incorporated by reference to Exhibit 10.15 of the Form
          10-Q filed on February 15, 2001).

    21    Subsidiaries of the Company (incorporated by reference to Exhibit 21 of the Form 0-Q
          filed on February 15, 2001).

    31    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

    32    Certification Pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section
          906 of the Sarbanes Oxley Act of 2002 (filed herewith)
</TABLE>


                                       29
<PAGE>

                                   SIGNATURES

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

INTERNET  BUSINESS'S  INTERNATIONAL,  INC.

/s/  Albert  R.  Reda
---------------------
Albert  R.  Reda
Chief  Executive  Officer,  Secretary
Dated:  November  12,  2003


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been signed below by the following persons on behalf of the Company
and  in  the  capacities  and  on  the  date  indicated.

/s/  Albert  R.  Reda
Albert  R.  Reda
Chief  Executive  Officer,  Secretary,  and  Director
November  12,  2003


                                       30
<PAGE>