Form 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

     [x]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 1997

                                       OR

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



                         Commission File Number 0-26886

                             INTERNET HOLDINGS, INC.
               (Exact name of Company as specified in its charter)

         State of Utah                                        13-3758042
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organisation)                        Identification Number)

              c/o The Law Office of Beckman Millman & Sanders, LLP
                                116 John Street
                            New York, New York 10038
                    (Address of principal executive offices)

Company's telephone number, including area code:            (212) 406-4700

Indicate by check mark whether the Company (1) has filed all reports required to
be  filed  by  Section  13 or 15(d) of the  Securities  Act of 1934  during  the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

                              Yes _X_             No___



<PAGE>


                                     PART I


Item1. Financial Statements

Attached.


Item 2. Management's Discussion and Analysis of Financial Condition and Results 
        of Operations

Liquidity and Sources of Capital

As of September 30 1997, the company had current assets of $323,234, as compared
to  $370,745  on June 30 1997,  $89,243  as of March  31,  1996 and  $0.00 as of
December  31 1996.  It should be noted that the major  changes  between  the two
reporting  periods are  accounted  for by the  Company's  acquisition  of Chiron
Systems Ltd (CSL),  which is the Company's main operating  subsidiary.  Prior to
this acquisition the Company had no operations.

The Company  believes in the  potential of CSL and has raised funds on the basis
of the  potential  of CSL.  It  should be noted  that  further  funding  will be
necessary for the Company to continue its expansion and development. The Company
has no present  commitments  for such funding and there can be no assurance that
such funding can be raised.


Results of Operations

On May 22, 1997 the Company  acquired the whole of the issued  capital of Chiron
Systems Ltd.  (CSL),  in exchange for 2,640,313  shares of the Company's  common
stock.  CSL is an English  company,  engaged in the  business of  designing  and
developing  products for the Integrated  Services  Digital Network (ISDN) market
place. CSL was a management buy-out from GEC-Plessey  Telecommunications ("GPT")
in 1993 and had  transferred  to it, under the terms of that buy-out,  rights to
certain  technology  developed by GPT which had a development  cost in excess of
$6million.

The sales during the quarter were lower than the previous quarter ended June 30,
1997  partly due to  manufacturing  problems  experienced  by CSL with  existing
production  operations  in the U.K. CSL believes that these issues have now been
resolved.

Further discussions with SCI, Venture Manufacturing and, NatSteel Electronics in
Singapore  are close to providing  the Company with low cost  manufacturing  for
CSL's products for sale in ASEAN and the rest of the world.

During the quarter CSL signed a letter of intent with Teledata Sendirian BHD., a
subsidiary of Ahli Kumpulan  Sapura Holdings SDN. BHD. This provides for a joint
venture to be set up for CSL and Sapura to supply the CSL's products in Malaysia
and ASEAN. This will involve CSL supplying the technology and Sapura the finance
and manufacturing expertise to develop and build a basic ISDN telephone.
It is envisaged that a definitive  agreement  should be in place within the next
quarter.



                                       2

<PAGE>



                                     PART II


Item 1. Legal Proceedings

Neither the Company nor its subsidiaries  were subject to any legal  proceedings
during the reporting period.


Item 2 Change in Securities.

Not Applicable


Item 3 Defaults Upon Senior Securities

Not Applicable


Item 4 Submission of matters to a Vote of Security Holders

None


Item 6 Exhibits and Reports on Form 8-K


None


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereto duly authorised.


     Dated this 12th day of November, 1997

                                    Internet Holdings, Inc.
                                    (The Company)


                                    By: /s/ Christopher Wilkes
                                        -------------------------------
                                         Christopher J. Wilkes
                                         President


                                       3

<PAGE>

                             INTERNET HOLDINGS, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 1997
                                    UNAUDITED


                                                     September 30,  December 31,
                                                         1997          1996
                                                     (Unaudited)     (Note 1)
                                                     -----------    -----------
                              ASSETS
CURRENT ASSETS:
   Cash                                                       67             --
   Accounts Receivable                                   170,289             --
   Stock                                                 152,877             --
                                                     -----------    -----------
               Total Current Assets                  $   323,234    $        --
                                                     -----------    -----------

FIXED ASSETS                                           2,283,238             --

INTANGIBLE ASSETS                                        757,794             --

                                                     -----------    -----------
                                                     $ 3,364,265    $        --
                                                     ===========    ===========



                         LIABILITIES AND
                        STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Bank Overdraft                                    $   174,218             --
   Taxes payable                                          34,197             --
   Accounts payable and accrued expenses                 347,835         70,507
   Other liabilities
                                                     -----------    -----------
               Total current liabilities                 556,249         70,507
                                                     -----------    -----------

   Long term loans                                       354,875             --
                                                     -----------    -----------

               Total liabilities                         911,124         70,507
                                                     -----------    -----------



STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 1,697,858 and 3,160,208 shares
    issued and outstanding respectively                    3,160          1,698
  Additional paid-in capital                           5,727,382      3,151,481
  Accumulated deficit                                 (3,277,401)    (3,223,686)
                                                     -----------    -----------

               Total stockholders' equity              2,453,141        (70,507)
                                                     -----------    -----------

                                                     $ 3,364,265    $        --
                                                     ===========    ===========


              The accompanying notes to financial statements are an
                        integral part of this statement.

                                       F-1

<PAGE>

                             INTERNET HOLDINGS, INC.
                            STATEMENTS OF OPERATIONS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                     Three Months Ended September, 30            Nine Months Ended September, 30
                                                     --------------------------------            -------------------------------
                                                            1997           1996                         1997          1996
                                                        -----------    -----------                  -----------    -----------
<S>                                                     <C>            <C>                          <C>            <C>        
REVENUES                                                $   229,109    $        --                  $   792,348    $        --
                                                                                                    
COST OF SALES                                               128,549                                     388,833
                                                        -----------    -----------                  -----------    -----------
                                                                                                    
     Gross Profit                                           100,560             --                      403,514             --
                                                                                                    
SELLING, OPERATING AND ADMINSTRATIVE                                                                
     EXPENSES                                               148,217         18,000                      368,276        171,710
                                                        -----------    -----------                  -----------    -----------
                                                                                                    
          Profit / (Loss) from operations                   (47,657)       (18,000)                      35,238       (171,710)
                                                                                                    
INTEREST CHARGES                                             22,266             --                       53,380             --
                                                                                                    
DEPRECIATION                                                  7,377                                      35,573
                                                        -----------    -----------                  -----------    -----------
                                                                                                    
    Profit / (Loss) before provision for income taxes       (77,300)       (18,000)                     (53,715)      (171,710)
                                                                                                    
PROVISION FOR INCOME TAXES                                       --             --                           --             --
                                                        -----------    -----------                  -----------    -----------
                                                                                                    
          Net Profit / (Loss)                           $   (77,300)   $   (18,000)                 $   (53,715)   $  (171,710)
                                                        ===========    ===========                  ===========    ===========
                                                                                                    
         Profit / (Loss) per share                      $     (0.02)   $     (0.01)                 $     (0.02)   $     (0.14)
                                                        -----------    -----------                  -----------    -----------
                                                                                                    
          Weighted average number of common                                                         
            shares outstanding                            3,160,208      1,688,069                    3,160,208      1,199,192
                                                        ===========    ===========                  ===========    ===========
                                                                                      
</TABLE>

               The accompanying notes to financial statements are
                      an integral part of these statements.

                                       F-2
<PAGE>

                             INTERNET HOLDINGS, INC.
                            STATEMENTS OF CASH FLOWS
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                                                1997           1996
                                                             -----------    -----------
<S>                                                          <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Proft / (Loss)                                           $   (53,715)   $  (417,000)
Adjustments to reconcile net profit to net cash
  used by continuing operations:
    Depreciation and amortization                                 35,573             --
    (Increase)/Decrease in stock                                (152,877)            --
    (Increase)/Decrease in accounts receivable                  (170,289)            --
    Increase/(Decrease) in accounts payable
      and accrued expenses                                       277,328         25,171
    Increase/(Decrease) in payroll and sales taxes payable        34,197             --
    Increase (Decrease) in bank overdraft                        174,218             --
                                                             -----------    -----------

      Net cash Generated/(Used) by operating activities          144,434       (391,829)
                                                             -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in assets                                 (3,041,032)     8,842,881
                                                             -----------    -----------

      Net cash provided (used) by investing activities        (3,041,032)     8,842,881
                                                             -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                             1,462        533,050
Increase in loans payable                                        354,875        (70,000)
Increase in additional paid-in capital                         2,491,229     (8,915,591)
                                                             -----------    -----------

      Net cash provided by financing activities                2,847,566     (8,452,541)
                                                             -----------    -----------

NET INCREASE (DECREASE) IN CASH                                  (49,032)        (1,489)

CASH, BEGINNING OF PERIOD                                             --          1,489
                                                             -----------    -----------

CASH, END OF PERIOD                                          $        67    $        --
                                                             ===========    ===========
</TABLE>




              The accompanying notes to financial statements are an
                       integral part of these statements.

                                       F-3
<PAGE>

                             INTERNET HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                    UNAUDITED


(1)  Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly
they do not include all of the information  and footnotes  required by generally
accepted accounting  principles for complete financial  statements.  The balance
sheet at December 31, 1996 has been derived from audited financial statements at
that date. In the opinion of management  all  adjustments  (consisting of normal
recurring  adjustments)  considered  necessary for a fair presentation have been
included.  Operating  results for the nine month period ended September 30, 1997
are not necessarily indicative of the results which may be expected for the year
ended  December  31,  1997.  For  further  information  refer  to the  financial
statements and footnotes thereto for the year ended December 31, 1996.



                                       F-4