U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED 
DECEMBER 31, 1998            

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM 
______________ TO ______________

COMMISSION FILE NUMBER: 33-43621

INTERNATIONAL FOOD & BEVERAGE, INC. (1)
(Exact name of registrant as specified in its charter)

Delaware						33-0307734
(State or jurisdiction of  incorporation	(I.R.S. Employer
or organization)					Identification No.)

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

Registrants telephone number:  (714) 858-8800 (2)

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

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

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

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

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

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

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



TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION					 PAGE

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

	STATEMENTS OF OPERATIONS FOR THE THREE
	AND SIX MONTHS ENDED DECEMBER 31, 1998
	AND DECEMBER 31, 1997						4
	
	STATEMENTS OF CASH FLOWS FOR THE SIX
	MONTHS ENDED DECEMBER 31, 1998 AND
	DECEMBER 31, 1997 						5

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

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

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

SIGNATURE									13




PART I.

ITEM 1.  FINANCAL STATEMENTS.

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

			           June 30, 1998	December 31, 1998

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

OTHER ASSETS:
	Note Receivable:
	Iron Horse Holdings		2,500,000

	Total Assets	$      1,102	$2,500,000

LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)

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

	Total current liabilities	1,819,644	0

LONG TERM DEBT:	455,000	0
	
	SHAREHOLDERS EQUITY (DEFICIT):
	Preferred Stock Issued	0	2,090,000
	Preferred Stock Subscribed	0	300,000
	Common Stock	428,000	462,224
	Additional paid-in capital	1,000	111,000
	Retained earnings (deficit)	(2,702,542)	(2,702,542)
	Current earnings (deficit)		2,239,318
	
	Total Shareholders Equity	(2,273,542)	2,500,000

	Total Liabilities &
	Shareholders Equity	$      1,102	$2,500,000



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

              Three Months Ended          Six Months Ended
         December 31,  December 31,   December 31,  December 31
             1997         1998           1997          1998

REVENUES
		$374,566	$       0	$2,304,000	$        0

COST OF SALES
		281,863	0	1,975,000	0
  
GROSS PROFIT
		92,703	0	329,000	0

EXTRAORDINARY INCOME
	Debt forgiveness
			2,274,644		2,274,644

OPERATING EXPENSES:
	Selling and distribution
		65,381	0	417,998	0

	General and administration
		29,289	34,224	257,002	37,712
	Interest expense, net
		_9,103	0	50,000	0

	Total Operating Expenses
		103,773	34,224	725,000	37,712

OTHER INCOME
					2,386

NET INCOME (LOSS)
		$(11,070)	$2,240,420	$  (396,000)	$2,239,318

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
		154,763,438	158,060,194	154,763,438	158,060,194


See Accompanying Notes to Financial Statements


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

							Six Months Ended
					December 31, 1997	December 31, 1998

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Income (Loss)	$(396,000)	$2,239,318
	Adjustments for non-cash items:
	Debt forgiveness		(2,274,644)	
Adjustments to reconcile net income (loss)
	to net cash provided by (used in) operating activities:
	Depreciation and amortization	75,000	0
	Changes in assets and liabilities:
	Accounts receivable	134,000	0
	Inventories	143,161	0
	Prepaid expenses	(2,417)	0
	Accounts payable	105,001	34,224
	Accrued wages and benefits	(28,273)	0
	Accrued commissions
	  and marketing	(44,792)	0
	Other accrued expenses	(37,839)	0
	Net cash provided by (used in)
	  operating activities	(52,159)	(1,102)

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

	Net cash provided by (used in)
	  investing activities	0	0

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

	Net cash provided by (used in)
	  financing activities	25,200	0

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

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

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


See Accompanying Notes to Financial Statement


NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

Note 1.  Description of the Business

International Food & Beverage, Inc. (the Company) was in the 
business, 
of the manufacturing and marketing of  fully prepared pizzas.. 
These 
operations ceased as of December 31, 1997.  In December 1998, 
after new 
management was in place, a decision was made to change the 
company into 
an internet company offering E-commerce, internet access as an 
Internet 
Service Provider, hosting through our own server and other 
enhancements 
and service through and for the Internet. It was also determined 
to 
change the companies name to better reflect the companies 
operation: 
Internet Businesss International, Inc.. The management will, 
after 
January 1, 1999, begin looking for ways to implement the Companys 
plan 
of business.

Note 2.  Change in Control

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

Note 3.  Summary of Significant Accounting Policies

Fiscal Year

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

Accounts Receivable and Revenues

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

Inventories

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

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


Other Assets

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

Goodwill

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

Income Taxes

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

Stockholders Equity Common Share

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

Cash Equivalents

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

Fair Value of Financial Instruments

The carrying value of the Companys cash and cash equivalents, 
accounts 
receivable, accounts payable, accrues expenses and notes payable 
approximates fair value.
Management Estimates

The preparation of financial statements in conformity with 
generally 
accepted accounting principles required management to make 
estimates and 
assumptions that affect the reported amounts of assets and 
liabilities 
at the date of the financial statements and the reported amounts 
of 
revenues and expenses during the reporting period. Actual results 
could 
differ from those estimates.


Additional Paid In Capital

The additional paid in capital represented on the balance is from 
the 
difference of the Preferred Stock Issuance as noted in Note 5. 
Stock 
Issuance as per the agreement and actual amount issued which is 
$110,000.

Note 4.  Commitments

Leases

The company doesnt currently lease a corporate office facility. A 
more 
permanent base of operation will be determined after January 1, 
1999.

Note 5 - Stock Issuance

Current stock authorized

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

Issued and outstanding stock

Common Stock: The company prior to this Quarter had issued 
158,060,207 
common shares of which 131,256,247 were restricted. 

Preferred Stock : There was no Preferred Stock issued prior  to 
this 
Quarter 

Preferred Stock Issuance

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

Common Stock Issuance 

On December 15, 1998 the company agreed  to issue common shares 
to Iron 
Horse Holdings, Inc. IHHI for IHHI to pay its bills in exchange 
for the 
issuance of restricted common stock. Under the terms to this 
agreement 
the company issued an additional 4,452,885 shares by December 31, 
1998. 
On December 21, 1998 the company agreed to acquire several 
internet 
sites with issuance of common stock.  Under to the terms of this 
agreement 8,000,000 shares were issued. 

As of December 31, 1998,  the total common stock issued and 
outstanding 
was 170,513,092 shares.  At year end the total preferred stock 
issued 
and outstanding was 20,900 shares

Note 6.  Extraordinary Income

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

Note 7.  Net Loss Carry Forward

The Net Loss Carry Forward that incurred due to the prior 
companies 
operation will be used to offset the impact of the extraordinary 
income 
as indicated above. 

Note 8.  Wages Payable  

The corporate officers are due wages for the months of November 
and 
December of 1998.  In lieu of cash payments, the officers will 
take 
additional shares of stock at the higher of $.02 per share or 
market 
price of the stock at the end of each month, November 30, 1998 
and 
December 31, 1998. These shares will not be issued until the 
Company is 
current with its filings as required by State, and Federal 
Governments. 
The wages are for $15,000.00 per month per officer. As of 
December 31, 
1998, there were only two officers of the Company, Albert R. Reda 
and 
Louis Cherry.

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FIINANCIAL 
CONDITION 
AND RESULTS OF OPERATIONS.

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

Results of Operations.

Revenues for the six month period ended December 31, 1998 of $0 
decreased 100%   when compared with revenues of $2,304,000 in the 
prior 
year comparable period due to the shut down of operations of the 
Company 
on December 31, 1997.

Liqiudity and Capital Resources.

Net cash used by the Company was $1,102 for the six month period 
ended December 31, 1998 versus cash used in operating activities 
of 
$52,159 in the comparable prior year period. 


Capital Expenditures.

No capital expenditures were made during the quarter ended on 
December 31, 1998.

Year 2000 Issue.

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

	The Company, now under new management, is in the process of 
developing an ongoing program to determine the extent to which 
Year 2000 
compliance issues will affect the Company.  There can be no 
assurance 
that the Company will be able to develop a contingency plan that 
will 
adequately address issues that may arise in the Year 2000.

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

Forward Looking Statements.

The foregoing Managements Discussion and Analysis contains 
forward looking statements within the meaning of Section 27A of 
the 
Securities Act of 1933, as amended, and Section 21E of the 
Securities 
Act of 1934, as amended, and as contemplated under the Private 
Securities Litigation Reform Act of 1995, including statements 
regarding, among other items, the Companys business strategies, 
continued growth in the Companys markets, projections, and 
anticipated 
trends in the Companys 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 
Companys 
expectations and are subject to a number of risks and 
uncertainties, 
certain of which are beyond the Companys 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 Companys products, 
competitive pricing pressures, changes in the market price of 
ingredients used in the Companys products and the level of 
expenses 
incurred in the Companys operations.  In light of these risks and 
uncertainties, there can be no assurance that the forward-looking 
information contained herein will in fact transpire or prove to 
be 
accurate.  The Company disclaims any intent or obligation to 
update 
forward looking statements. 

PART II.

ITEM 1.  LEGAL PROCEEDINGS.

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

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

ITEM 5.  OTHER INFORMATION.

	None.

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

(a)  Reports on Form 8-K. A report on Form 8-K has been filed 
during the second quarter of the fiscal year covered by this Form 
10-Q 
report.  This report, dated November  23, 1998, covered the 
following 
items:

On November 23,1998, control of Registrant changed by virtue 
of the purchase of  90,119,431 shares of the common stock of 
Registrant by Arnold Sock, Albert Reda, Cherry Family Trust, 
Reda Family Trust, hereinafter the Control Group (Control 
Group), at private sale from Michael Hoggarty, (who, prior 
to the following transactions held control of Registrant) as 
follows:

Purchaser
No. Of Shares
Percentage of 
Outstanding Shares
Arnold Sock
32,867,259
21%
Reda Family Trust
29,600,000
19%
Cherry Family Trust
26,086,086
17%
Albert Reda
1,566,086
1%
In addition, on November 23, 1998 the following persons, not 
in the Control Group, purchased 18,132,791 shares, at 
private sale, from Michael Hoggarty (who, prior to the 
following transactions held control of Registrant) in the 
following amounts:

Purchaser
No. Of Shares
Percentage of 
Outstanding Shares
Michael Cherry
2,000,000
1%
Roxanne Cherry
2,000,000
1%
Iron Horse Trading, 
Inc.
14,132,791
8%

Control Group members, Michael Cherry and Reda Family Trust 
are shareholders of Iron Horse Trading, Inc.

On November 23,1998, Michael Hoggarty resigned from his 
capacity as Director of Registrant.  In his oral 
resignation, Mr. Hoggarty cited no disagreement with the 
Registrant on any matter relating to the Registrants 
operations, policies or practices.

(b)  Reports on Form 8-K. A second report on Form 8-K has been 
filed during the second quarter of the fiscal year covered by 
this Form 
10-Q report.  This report, dated December 15, 1998, covered the 
following item:
    	
On December 15, 1998, Registrant entered into an agreement 
with Iron Horse Holdings, Inc. (IRON HORSE).  Under the 
terms of this agreement, Registrant will sell, and IRON 
HORSE will buy up to 25,000 shares of Registrants preferred 
stock at the price of $100.00 per share.  Shares purchased 
under this agreement are to be issued to IRON HORSE or its 
designee. Payment for shares sold under this agreement is to 
be in the form of a promissory note bearing interest at the 
rate of 9% per annum, and the obligation created thereby is 
to be secured by a blanket or all inclusive security 
agreement executed by IRON HORSE and perfected by filings as 
specified by law.  Until such note is paid in full, IRON 
HORSE shall pay the 3% coupon on such shares as are issued 
under this agreement directly to the shareholder(s) of 
record at the time such payment becomes due.

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


SIGNATURE

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

					INTERNET BUSINESSS 
					INTERNATIONAL, INC.
					(formerly known as 
					International Food & Beverage, 
					Inc.)


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


EXHIBIT INDEX

Exhibit No.					Description

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

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

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

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

10.2		1988 Stock Option Plan for Key Employees of 
International Food & Beverage, Inc. (incorporated by reference to 
Exhibit 10.19 to the Registration Statement).

10.3		Promissory Note of the Company dated June 29, 1995, 
in the principal amount of $100,000 in favor of Michael W. 
Hogarty. Promissory Notes of the Company in substantially the 
same form as in Exhibit 10.5 herein were issued at various times 
between October 16, 995 and January 31, 1996 in the total 
principal amount of $355,000 in favor of Michael W. Hogarty 
(incorporated by reference to Exhibit 10.6 of the Registrants 
Annual Report on Form 10-K for the fiscal year ended June 30, 
1995).

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

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

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

27		Financial Data Schedule.