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 September 30, 1998

[ ]  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)


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


c/o      Beckman, Millman & Sanders, LLP              10038
         116 John Street - Suite 1313               (Zip Code)
         New York, New York
(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  ___   No  _X_

       The number of shares outstanding of the Issuer's common stock as of
                        September 30, 1998 was 2,119,470

                                      -1-

<PAGE>




PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
                                  BALANCE SHEET
                                 SEPTEMBER, 1998


<TABLE>
<CAPTION>
                                                          September 30,  December 31
                                                          -------------  -----------
                                                             1998            1997
                                                          -----------    -----------
                                                          (Unaudited)      (Note 1)
<S>                                                       <C>            <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                                         634          1,600
     Other receivable                                            --           34,000
                                                          -----------    -----------
     Total Current assets                                         634         35,600
                                                          -----------    -----------

                                                          $       634    $    35,600
                                                          ===========    ===========

                                 LIABILITIES AND
                              STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                   $     8,385    $    20,380
                                                          -----------    -----------

               Total current liabilities                        8,385         20,380
                                                          -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 2,119,470 shares issued and outstanding         2,119          2,119
  Additional paid-in capital                                5,723,560      5,723,560
  Accumulated deficit                                      (5,733,430)    (5,710,459)
                                                          -----------    -----------

               Total stockholders' equity                      (7,751)        15,220
                                                          -----------    -----------

                                                          $       634    $    35,600
                                                          ===========    ===========
</TABLE>




                 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     Nine Months      Twelve Months
                                            ------------     -----------      -------------
                                            Ended Sept 30    Ended Sept 30  Ended December 31
                                               1998             1998              1997
                                            ------------------------------------------------
<S>                                           <C>            <C>            <C>
REVENUES                                      $         5    $        78    $     3,813

EXPENSES                                            2,771         23,049        130,974
                                              -----------------------------------------

          Loss from continuing operations          (2,766)       (22,971)      (127,161)

LOSS FROM DISCONTINUED OPERATIONS                    --             --       (2,359,612)
                                              -----------------------------------------

          Net loss                            $    (2,766)   $   (22,971)   $(2,486,773)
                                              =========================================

PER SHARE DATA:

          Loss from continuing operations     $     (0.00)   $     (0.01)   $     (0.70)
                                              =========================================

          Loss from discontinued operations   $      --      $      --      $     (1.30)
                                              =========================================

          Net loss                            $     (0.00)   $     (0.01)   $     (1.37)
                                              =========================================

          Weighted average number of common
            shares outstanding                  2,119,470      2,119,470      1,813,706
                                              =========================================
</TABLE>


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

                                       F-2




<PAGE>


                            STATEMENTS OF CASH FLOWS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                              Three Months     Nine Months     Twelve Months
                                                              Ended Sept 30    Ended Sept 30  Ended December 31
                                                                 1998             1998            1997
                                                             -------------------------------------------------
<S>                                                            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                       $    (2,766)   $   (22,971)   $(2,486,773)
Adjustments to reconcile net loss to net cash
  used by continuing operations:
    Loss from discontinued operations                                 --             --        2,359,612
    Operating expenses satisfied by issuance of common stock          --
    (Increase)/Decrease in accounts receivable                        --             --
    Increase (decrease) in accounts payable
      and accrued expenses                                            --          (11,996)       (87,239)
    (Increase)/Decrease in other receivables                          --           34,000        (34,000)
    Increase in other liabilities                                     --             --
                                                                ----------------------------------------

      Net cash provided/(used) by operating activities              (2,766)          (966)      (248,400)
                                                                ----------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Shares issued in orivate placement                                    --             --        2,375,000
Proceeds from convertible loan note                                   --             --          125,000
                                                                ----------------------------------------

       Net cash provided by financing activities                                               2,500,000
                                                                ----------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in joint venture                                                                   (2,250,000)
                                                                ----------------------------------------

       Net cash provided by investing activities                                              (2,250,000)
                                                                ----------------------------------------

NET INCREASE (DECREASE) IN CASH                                     (2,766)          (966)         1,600

CASH, BEGINNING OF PERIOD                                            3,400          1,600           --
                                                                ----------------------------------------

CASH, END OF PERIOD                                            $       634    $       634    $     1,600
                                                               =========================================

NON CASH INVESTING AND FINANCING ACTIVITIES:
Corporation acquired by issuance of common shares                                            $   660,000
Corporation divested by cancellation of common shares                                           (660,000)
Shares issued in satisfaction of other obligations                                                72,500
Shares issued pursuant to conversion of loan note                                              12,500.00
                                                                ----------------------------------------
</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, 1997 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, 1998
are not necessarily indicative of the results which may be expected for the year
ended  December  31,  1998.  For  further  information  refer  to the  financial
statements and footnotes thereto for the year ended December 31, 1997.



                                       F-4

<PAGE>


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

Liquidity and Sources of Capital

As of September 30 1998, Internet Holdings, Inc. (the "Company" or "Registrant")
had current  assets of $634 as compared to $(197) as of  September  30, 1997 and
$35,600 as of December 31, 1997.

At this time the Company had outstanding loans totaling $289,425.  Formal demand
had not been made on this  liability  but were it to be made the  Company  would
have been  unable to pay.  This  liability  has now been  settled as part of the
settlement of legal proceedings effected in November 1999.

Further  funding will be necessary for the Company to continue its  development.
On October  27,  1999 the  Company  filed a Form 8-K  setting  out a  contingent
acquisition which, if consummated,  would provide the Company with $2,160,000 in
cash and liquid  securities.  This agreement is conditional on the settlement of
all  outstanding  litigation,  the  filing of  outstanding  periodic  and annual
reports  under  the  Securities  Exchange  Act of  1934,  as  amended,  and  the
maintenance of the Company's quotation on the OTC - Bulletin Board.

Results of Operations

Following the divestiture of the Company's  operating  subsidiary Chiron Systems
Ltd. ("CSL"), in December 1997, the Company has no operations.

The Company  continued to attempt to  negotiate a settlement  with regard to its
indebtedness  and legal  proceedings.  This was  eventually  settled in November
1999.

During the period the Company was unable to negotiate such a settlement.

The  Company  does  not  currently  have  funds to  pursue  any  other  business
opportunities.

                                      -3-

<PAGE>


PART II  OTHER INFORMATION

Item 1. Legal Proceedings

The Company was engaged in defending itself against legal proceedings with joint
venture  partners  during  the  period.  This was  settled in  November  1999 as
reported in Form 10-KSB filing for December 31, 1997.

Item 6. Exhibits and Reports on Form 8-K

     a)   Exhibits - None

     b)   The  Registrant  did not file any reports on Form 8-K for events which
          occurred during the nine month period ended September 30, 1999.

                                      -4-

<PAGE>


SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this  report to be signed on behalf by the  undersigned,  thereunto  duly
authorized.

                                            Internet Holdings, Inc.

Date: December 13, 1999                     /s/ Christopher Wilkes
                                            ----------------------
                                            Christopher J. Wilkes
                                            President

                                      -5-