U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   ----------

                                   Form 10-QSB

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

                  For the quarterly period ended March 31, 2000

                                       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 0-26886

                             INTERNET HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)


                      Utah                                       13-3758042
(State or other jurisdiction of incorporation or              (I.R.S. Employer
                 organization)                               Identification No.)

                        16 Curzon Street, Mayfair, London
                                 United Kingdom
                                     W1Y 7FF
                    (Address of principal executive offices)

                               011 44 171 409 1600
                (Issuer's telephone number, including area code)

     Check  whether  the issuer (1) 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) has been subject to such filing requirements for the past
90 days.

Yes [X]       No [ ]

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable  date:  18,575,558 shares of common
stock as of May 15, 2000.

     Transitional Small Business Disclosure Format (check one)

Yes [ ]          No [X]

<PAGE>


                                      INDEX

PART I    FINANCIAL INFORMATION

       ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED)

                 a)     Consolidated Balance Sheets as of
                        March 31, 2000 and December 31, 1999.............. 3

                 b)     Consolidated Statements of Operations
                        for the three months ended March 31, 2000
                        and the period from inception to
                        March 31, 2000.................................... 4

                 c)     Consolidated Statements of Cash Flows
                        for the three months ended March 31, 2000
                        and the period from inception to
                        March 31, 2000.................................... 5

                 d)     Note to Financial Statements...................... 6


       ITEM 2.   MANAGEMENT'S DISCUSSION AND
                 ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS................................7 to 8


PART II   OTHER INFORMATION

       ITEM 2.   CHANGES IN SECURITIES AND
                 USE OF PROCEEDS.......................................... 9

       ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K......................... 9

                 a)     EXHIBITS.......................................... 9

                 b)     REPORTS ON FORM 8-K............................... 9


                                       2

<PAGE>


PART I    FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

               INTERNET HOLDINGS, INC. AND SUBSIDIARY
                  (A DEVELOPMENT STAGE ENTERPRISE)
                     CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   March 31,           December 31,
                                                                                     2000                 1999
                                                                                  -----------          -----------
                                                                                  (Unaudited)            (Note 1)
<S>                                                                               <C>                  <C>
                               ASSETS

CURRENT ASSETS:
  Cash and cash investments                                                       $ 4,726,720          $   506,149
  Other receivables                                                                    30,092                1,474
  Prepaid expenses                                                                    146,912              194,445
  Purchase deposit                                                                     65,060                   --
                                                                                  -----------          -----------

               Total current assets                                                 4,968,784              702,068

FIXED ASSETS, at cost, net of accumulated
  depreciation of $5,652 and $ -, respectively                                        170,966                   --

INVESTMENTS, at cost                                                                  666,406              666,406

SECURITY DEPOSITS                                                                     234,295                   --
                                                                                  -----------          -----------

                                                                                  $ 6,040,451          $ 1,368,474
                                                                                  ===========          ===========

                          LIABILITIES AND
                         STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                           $   107,742          $    85,591
                                                                                  -----------          -----------

               Total current liabilities                                              107,742               85,591

CONVERTIBLE NOTE                                                                           --               50,000
                                                                                  -----------          -----------

                Total liabilities                                                     107,742              135,591
                                                                                  -----------          -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 50,000,000 shares authorized,
    16,559,470 and 11,359,470 shares issued and outstanding, respectively              16,559               11,359
  Additional paid-in capital                                                        6,262,162            1,217,362
  Retained earnings (accumulated deficit)                                            (346,012)               4,162
                                                                                  -----------          -----------

               Total stockholders' equity                                           5,932,709            1,232,883
                                                                                  -----------          -----------

                                                                                  $ 6,040,451          $ 1,368,474
                                                                                  ===========          ===========
</TABLE>


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


                                       3

<PAGE>


                     INTERNET HOLDINGS, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                  Three Months     Period From
                                                     Ended         Inception To
                                                 March 31, 2000   March 31, 2000
                                                 --------------   --------------

REVENUES:
         Exchange gains                           $      2,706    $     11,906
         Interest income                                 3,365           5,136
                                                  ------------    ------------

         Total revenues                                  6,071          17,042

EXPENSES                                               356,245         363,054
                                                  ------------    ------------

          Net loss                                $   (350,174)   $   (346,012)
                                                  ============    ============


PER SHARE DATA:

          Basic and diluted loss per share        $      (0.02)   $      (0.03)
                                                  ============    ============

          Weighted average number of common
            shares outstanding                      15,025,404      13,369,109
                                                  ============    ============


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


                                       4

<PAGE>


                     INTERNET HOLDINGS, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            Three Months            Period From
                                                                               Ended                Inception To
                                                                           March 31, 2000          March 31, 2000
                                                                           --------------          --------------
<S>                                                                        <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                   $  (350,174)             $  (346,012)
Adjustments to reconcile net loss to net cash
  used by operating activities:
    Depreciation                                                                 5,652                    5,652
    Increase in other receivables                                              (28,618)                 (30,092)
    (Increase) decrease in prepaid expenses                                     47,533                 (146,912)
    Increase in purchase deposit                                               (65,060)                 (65,060)
    Increase in security deposits                                             (234,295)                (234,295)
    Increase in accounts payable and accrued expenses                           22,151                  107,742
                                                                           -----------              -----------

      Net cash used by operating activities                                   (602,811)                (708,977)
                                                                           -----------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                                      (176,618)                (176,618)
                                                                           -----------              -----------

      Net cash used by investing activities                                   (176,618)                (176,618)
                                                                           -----------              -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of convertible note                                                        --                   50,000
Shares issued for cash                                                       5,000,000                5,562,315
                                                                           -----------              -----------

      Net cash provided by financing activities                              5,000,000                5,612,315
                                                                           -----------              -----------

NET INCREASE IN CASH                                                         4,220,571                4,726,720

CASH, BEGINNING OF PERIOD                                                      506,149                       --
                                                                           -----------              -----------

CASH, END OF PERIOD                                                        $ 4,726,720              $ 4,726,720
                                                                           ===========              ===========

NONCASH OPERATING AND FINANCING ACTIVITIES:
Shares issued in exchange for investment                                   $        --              $   666,406
Liabilities incurred on reverse acquisition                                         --                   84,377
Shares issued pursuant to consulting agreement                                      --                  200,000
Conversion of note payable to common stock                                      50,000                       --
</TABLE>


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


                                       5

<PAGE>


                     INTERNET HOLDINGS, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(1)  Basis of presentation

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim financial  information and with the instructions to Form 10-QSB and
     Item 310(b) of Regulation S-B. Accordingly,  they do not include all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete  financial  statements.  The  consolidated  balance
     sheet at  December  31,  1999  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 three month
     period ended March 31, 2000 are not  necessarily  indicative of the results
     which may be expected for the year ending  December  31, 2000.  For further
     information,  refer to the consolidated  financial statements and footnotes
     thereto for the period ended December 31, 1999.

(2)  Stockholders' equity

     On January 28, 2000, the Company sold 5,000,000 shares of common stock at a
     price of $1.00 per share  pursuant to  Regulation S. The Company has agreed
     to register 25% of the shares under the Securities Act of 1933, as amended.

     In  consideration  for  underwriting  the  issue in full,  the  underwriter
     received warrants to purchase up to 1,000,000 shares of common stock of the
     Company.  On May 12, 2000, the underwriters  exercised all the warrants for
     $1,000,000.

(3)  Acquisition agreements

     On March 3, 2000,  the Company  offered to acquire  Radical  Technology Plc
     ("Radical").  In connection  therewith,  it is anticipated that the Company
     will  issue   1,281,714   shares  of  common   stock,   then   constituting
     approximately  7.7%  of its  outstanding  shares,  to the  stockholders  of
     Radical in order to acquire 100% of the issued capital stock of Radical.

     On March 24,  2000,  the Company  entered into an agreement to acquire Core
     Ventures Limited.  Core Ventures  Limited,  a British Virgin Island Venture
     Capital  company,   is  a  subsidiary  of  Troy  Limited,  a  Grand  Cayman
     Corporation.  The terms of the agreement  include the issuance of 1,800,000
     common shares of Internet Holdings, Inc. for 100% of the outstanding shares
     of Core Ventures Limited.  The acquisition is conditional on the completion
     of the due diligence process.

(4)  Subsequent events

     On April 13, 2000, the Company  purchased a 10% holding in Eurindia Plc, an
     equity  management  company  which seeks to invest in small to medium sized
     Indian  Information  Technology  services  companies,  for  (pound)400,000,
     approximately $636,800.

     On April 17,  2000,  the  Company  purchased  a 5% holding in Compaer AG, a
     supplier   of   online   insurance   for  both   business-to-business   and
     business-to-consumer  markets in Germany, for DM2.5 million,  approximately
     $1,314,000.

     On May 3, 2000, the Company entered into an agreement to acquire Ferman AG,
     a Swiss venture  capital  company.  The terms of the agreement  include the
     issuance of 3,360,000 common shares of Internet  Holdings,  Inc. for 51% of
     the outstanding  shares of Ferman AG. The acquisition is conditional on the
     completion of the due diligence process.

     Within the next two months,  the Company expects to raise up to $30 million
     in a Regulation S offering under the Securities Act of 1933, as amended.


                                       6

<PAGE>


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

Plan of Operation

     The objective of the Company is to be the leading publicly-held  technology
holding  company  specializing  in Internet and  Internet-related  businesses in
Europe by investing in and  establishing a presence in the major segments of the
global Internet and information  technology  economies.  The Company's operating
strategy is to integrate its five-division  platform and the companies contained
therein into a collaborative  network which  leverages its collective  knowledge
and resources,  with a clear emphasis on capital growth,  balance sheet strength
and the use of its operating  subsidiaries to create cash flow from  operations.
The Company will  provide  operational  assistance,  capital  support,  industry
expertise,  and a  strategic  network  of  business  relationships  intended  to
maximize the long-term market potential for its affiliated companies and its own
operating  subsidiaries.  To achieve  this  operating  strategy  the Company has
created five decentralized divisions:

     HTTP IT LIMITED  ("HTTP  IT").  This  division  invests in and/or  acquires
traditional  Information  Technology ("IT") and software development  companies.
HTTP IT LIMITED's pending acquisition of Radical Technology PLC ("RadTech") will
be the base for the Company's  investment in  incubation  operation.  Radtech is
also the base for the Company's  investments in incubation  operations.  Through
Radtech,  the Company can offer incubator businesses 'value added' investment by
immediately  supplying office space,  operational  assistance,  capital support,
industry experience and access to a strategic network of business relationships.

     HTTP INDUSTRIAL LIMITED.  This division focuses on the active management of
Internet and  Internet-related  businesses and seeks to acquire stakes typically
in excess of 25% of the issued share capital of the partnering companies.  These
companies can be post or pre-IPO  businesses  but are  considered to be maturing
companies,  with an emphasis on  capitalizing  on initial  success.  Part of the
Company's  strategy is to migrate companies from the incubator  division at HTTP
IT to HTTP INDUSTRIAL LIMITED upon establishing their commercial viability.

     HTTP COMMUNICATIONS LIMITED. This division will supply satellite access for
Internet  and  Internet-related  companies  on a global  scale.  The Company has
formed  strategic  alliances  and joint  ventures  and intends to take stakes in
telephony  companies  with the  objective of  establishing  significant  capital
growth and creating short-term income.

     HTTP EQUITY  PARTNERS  LIMITED.  This  division  will make  investments  of
varying sizes in both pre and post-IPO Internet and Internet-related  companies,
with the emphasis on pre-IPO  companies.  HTTP EQUITY  PARTNERS has formed joint
venture and strategic  alliances  with  traditional  investment  banks,  private
individuals and specific Internet investment companies throughout Europe, the US
and the Middle East.

     HTTP VENTURES  LIMITED.  This division seeks to capitalize on the Company's
alliances with recognized  specialist  organizations and individuals  within the
Internet and IT economy by establishing joint ventures in which both the Company
and the joint  venture  partners  can pool  their  intellectual,  financial  and
networking  resources  for the specific  purpose of promoting  and enhancing the
value of the respective joint venture companies.

     To date,  the  Company  has  raised $5 million to  implement  its  business
strategy. Additionally,  within the next two months the Company expects to raise
up to $30 million in a Regulation S offering  under the  Securities Act of 1933,
as amended.  Further  funding will be necessary  for the Company to continue its
plan of operations.


                                       7

<PAGE>


Results of Operations for the three months ended March 31, 2000

     The Company experienced a loss for the period ended March 31, 2000. For the
quarter  ended March 31, 2000 the loss was $350,174.  The  Company's  loss since
inception was $346,012. The Company's revenues for the period were approximately
$6,000,  of which  $3,365 was  interest  income.  The  Company's  revenues  from
inception were $17,042.

     General and  administrative  expenses (G&A) for the quarter ended March 31,
2000 were $356,245. The major components of these expenses for the quarter ended
March  31,  2000 were  consulting  costs of  $96,548  and  professional  fees of
$114,147.  The legal  fees  were  associated  with the  acquisition  of  Radical
Technology  Plc and the Company's  public  filings.  General and  administrative
expenses from inception were $363,054.

     As of March 31, 2000,  Internet  Holdings had current  assets of $4,968,784
comprised of cash and cash investments aggregating $4,726,720.

     At this time the Company had outstanding obligations of $107,742, comprised
of accounts payable and accrued expenses.

     On January 24,  2000  Palamon  (Gestion)  S.A  exercised  its loan note for
$50,000  for  200,000  shares.  The  purpose  of the loan note was to enable the
Company to file all  outstanding  reports  required by the Exchange  Act, and to
search for suitable acquisition candidates in the Internet related fields.

     On January 6, 2000, the Company entered into an underwriting agreement with
Panther Capital Ltd.  ("Panther") to sell shares of common stock and warrants of
the Company  pursuant to an  exemption  from  registration  under  Regulation  S
promulgated  under the Securities  Act. Under the  Underwriting  Agreement,  the
Company  sold  5,000,000  shares of its  common  stock,  at a price of $1.00 per
share, for whom Panther acted as lead  underwriter.  In  consideration  for such
underwriting  agreement,  Panther received  warrants to purchase up to 1,000,000
shares of common stock of the Company (the "Warrants"). On May 12, 2000, Panther
exercised all the Warants for $1,000,000.

     On March 3, 2000 the  Company  offered  to  acquire  all of the  issued and
outstanding shares of Radical  Technology Plc in a stock-for-stock  transaction.
The offer  was  announced  unconditional  on April  21,  2000  when the  Company
obtained acceptances from 76.73% of the outstanding shares of Radical Technology
Plc.

     On March 24, 2000 the Company  entered  into an  agreement  to acquire Core
Venture Limited.  Core Ventures Limited, a British Virgin Island venture capital
company, is a subsidiary of Troy Limited, a Grand Cayman corporation.  The terms
of the  agreement  is the  issuance  of  1,800,000  common  shares  of  Internet
Holdings, Inc. for 100% of the outstanding shares of Core Ventures Limited. Troy
Limited has guaranteed the value of Core Ventures  Limited,  to be determined by
the Company on December 15, 2000, to be not less than $25 million.  In the event
the net assets are lower than $25 million,  Troy Limited will pay the difference
in cash or marketable securities.

     On April 13, 2000 the Company  purchased a 10% holding in Eurindia  Plc, an
equity management  company which seeks to invest in small to medium sized Indian
Information  Technology  services companies,  for (pound)400,000,  approximately
$636,800.  On April 17, 2000 the Company purchased a 5% holding in Compaer AG, a
supplier   of   online    insurance    for   both    business-to-business    and
business-to-consumer  markets  in  Germany  for  DM2.5  million,   approximately
$1,314,000.

     On May 3, 2000 the Company  entered into an agreement to acquire Ferman AG,
a Swiss Venture Capital  company.  The terms of the agreement is the issuance of
3,360,000  common share of Internet  Holdings,  Inc. for 51% of the  outstanding
shares of Ferman AG. The principal shareholders of Ferman AG have guaranteed the
value of this holding to be not less than $42 million at completion date.


                                       8

<PAGE>


PART II   OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     (a) - (c)

     On January 6, 2000, the Registrant  entered into an underwriting  agreement
with  Panther  Capital  Ltd. to sell shares of common  stock and warrants of the
Registrant  pursuant to an exemption from registration under Regulation S of the
Securities Act of 1933, as amended. For a detailed description of this offering,
reference is made to the Registrant's reports on Form 8-K filed January 31, 2000
and  February 7, 2000,  and such  documents  are hereby  incorporated  herein by
reference.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibit 27 - Financial Data Schedule

     b)   Reports on Form 8-K

          The  Registrant  has filed reports on Form 8-K during the three months
          ended March 31, 2000:

          (i) The  Registrant's  report on Form 8-K for events which occurred on
          December 14, 1999 discloses that the Registrant raised $50,000 through
          the issuance of a Convertible  Loan Note pursuant to an exemption from
          registration  under Section 4(2) and/or Regulation S of the Securities
          Act.

          (ii) The Registrant's  report on Form 8-K for events which occurred on
          December  22,  1999  describes  the   implementation  of  transactions
          contemplated  by the  conditional  Acquisition  Agreement  and Plan of
          Reorganization  with  Fairfax  Equity  Ltd.  and the  stockholders  of
          Fairfax, dated October 27, 1999.

          (iii) The Registrant's report on Form 8-K for events which occurred on
          January 10, 2000  discloses the  resignation  of Christopher J. Wilkes
          from his position as a director of the Registrant.

          (iv) The Registrant's  report on Form 8-K for events which occurred on
          January 6, 2000  describes  the  underwriting  agreement  with Panther
          Capital Ltd. to sell shares of common  stock and warrants  pursuant to
          an exemption from  registration  under  Regulation S of the Securities
          Act (the "Underwriting Agreement").

          (v) The  Registrant's  report on Form 8-K for events which occurred on
          January  28,  2000  discloses  the  sale of all  shares  and  warrants
          pursuant to the Underwriting Agreement.


                                       9

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.


                                                  INTERNET HOLDINGS, INC.

May 17, 2000                                      By: /s/ Stefan Allesch-Taylor
                                                     ---------------------------
                                                        Stefan Allesch-Taylor,
                                                        President


                                       10