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

                                   ----------


                                   Form 10-QSB/A


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

                  For the quarterly period ended June 30, 2000

                         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              (I.R.S. Employer
                  or 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 [ ]       No [X]

     The Registrant's  Current Report on Form 8-K filed on May 23, 2000, did not
include  the  required  financial  statements  for the  Radical  Technology  Plc
acquisition.  Due  to the  complexity  of  that  transaction,  the  Registrant's
accountants along with Radical Technology Plc's accountants are continuing their
review  of such  financials  at this  time  and  expect  to  have  the  required
financials filed shortly.


     As of August 14, 2000, the issuer has 18,737,444 shares of its common stock
outstanding.

     Transitional Small Business Disclosure Format (check one)

Yes [ ]       No [X]


<PAGE>



                                      INDEX

PART I FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

           a)  Consolidated Balance Sheets as of
               June 30, 2000 (unaudited) and
               December 31, 1999........................................ 3

           b)  Consolidated Statements of Operations
               for the six months ended June 30, 2000
               (unaudited) and for the three months ended
               June 30, 2000 (unaudited)................................ 4

           c)  Consolidated Statements of Cash Flows
               for the six months ended June 30, 2000
               (unaudited) ............................................. 5

           d)  Notes to Financial Statements (unaudited)................ 6 to 7


     ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF
              FINANCIAL  CONDITION AND RESULTS OF OPERATIONS............ 8 to 10


PART II OTHER INFORMATION

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS................. 11

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.......................... 11

              a) EXHIBITS............................................... 11

              b) REPORTS ON FORM 8-K.................................... 11


                                       2

<PAGE>

PART I            FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

              INTERNET HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                June 30,        December 31,
                                                                                  2000              1999
                                                                              ------------      ------------
                               ASSETS                                         (Unaudited)
<S>                                                                           <C>               <C>

CURRENT ASSETS:
  Cash and cash equivalents                                                   $  1,838,797      $    506,149
  Accounts receivable                                                              419,730              --
  Other receivables                                                                 16,088             1,474
  Prepaid expenses                                                                 103,553           194,445
  Unbilled services                                                                 56,082              --
                                                                              ------------      ------------
               Total current assets                                              2,434,250           702,068

FIXED ASSETS, at cost, net of accumulated
  depreciation of $24,049                                                        1,012,564              --

INVESTMENTS, at cost                                                             2,923,283           666,406

GOODWILL                                                                         8,834,714              --

SECURITY DEPOSITS                                                                  222,384              --
                                                                              ------------      ------------
                                                                              $ 15,427,195      $  1,368,474
                                                                              ============      ============

                          LIABILITIES AND
                         STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                       $    553,011      $     85,591
                                                                              ------------      ------------
               Total current liabilities                                           553,011            85,591

CONVERTIBLE NOTE                                                                      --              50,000
                                                                              ------------      ------------
                Total liabilities                                                  553,011           135,591
                                                                              ------------      ------------

MINORITY INTEREST                                                                   77,355              --

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 50,000,000 shares authorized,
    18,737,444 and 11,359,470 shares issued and outstanding, respectively           18,737            11,359
  Additional paid-in capital                                                    16,919,371         1,217,362
  Accumulated other comprehensive income                                          (158,610)             --
  Retained earnings (accumulated deficit)                                         (982,669)            4,162
                                                                              ------------      ------------
                                                                                15,796,829         1,232,883
  Less: Stock subscription receivable                                           (1,000,000)             --
                                                                              ------------      ------------
               Total stockholders' equity                                       14,796,829         1,232,883
                                                                              ------------      ------------
                                                                              $ 15,427,195      $  1,368,474
                                                                              ============      ============
</TABLE>

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

                                  3

<PAGE>

              INTERNET HOLDINGS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
                             (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Six Months        Three Months
                                                            Ended             Ended
                                                        June 30, 2000     June 30, 2000
                                                        -------------     -------------
<S>                                                      <C>               <C>
REVENUES                                                 $    203,878      $    203,878

EXPENSES:
         Selling, general and administrative charges        1,045,439           689,194
         Amortization of goodwill                             304,645           304,645
                                                         ------------      ------------
                                                            1,350,084           993,839

          Operating loss                                   (1,146,206)         (789,961)

OTHER INCOME:
         Interest and other income                             76,935            73,570
         Net foreign exchange gains                            89,619            86,913
                                                         ------------      ------------
                                                              166,554           160,483

MINORITY INTEREST                                               7,179             7,179

                                                         ------------      ------------
          Net loss                                       $   (986,831)     $   (636,657)
                                                         ============      ============


PER SHARE DATA:
         Basic and diluted loss per share                $      (0.06)     $      (0.04)
                                                         ============      ============

         Weighted average number of common
                 shares outstanding                        16,427,445        16,427,445
                                                         ============      ============
</TABLE>


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

                                  4

<PAGE>

                    INTERNET HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                    Six Months
                                                                       Ended
                                                                   June 30, 2000
                                                                   -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                            $  (986,831)
Adjustments to reconcile net loss to net cash
    used in operating activities
         Depreciation                                                    24,049
         Amortization of goodwill                                       304,645
         Minority Interest in net earnings of subsidiary                  7,179
Changes in operating assets and liabilities, net of effects from
    acquisitions of businesses
         Increase in other receivables                                  (14,614)
         Decrease in prepaid expenses                                    90,892
         Increase in accounts receivable                                (29,758)
         Increase in work in progress                                   (20,387)
         Increase in security deposits                                 (222,384)
         Increase in accounts payable and accrued expenses              152,359
                                                                    -----------

             Net cash used in operating activities                     (694,851)
                                                                    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                               (557,014)
Purchase of investments                                              (2,256,877)
                                                                    -----------

             Net cash used in investing activities                   (2,813,892)
                                                                    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Shares issued for cash                                                5,000,000
                                                                    -----------

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

Unrealized foreign currency translation adjustment                     (158,610)

NET INCREASE IN CASH                                                $ 1,332,648
                                                                    ===========

CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD                            506,149

                                                                    -----------
CASH & CASH EQUIVALENTS, END OF PERIOD                              $ 1,838,797
                                                                    ===========

NON CASH FINANCING ACTIVITIES
Issuance of shares for investment                                   $ 9,659,387
Issuance of shares for convertible loan note                             50,000
Common stock subscribed                                               1,000,000



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

                                  5

<PAGE>


(1)  Formation and Business of the Company

Internet  Holdings,  Inc. ("HTTP" or the "Company") is a Utah Corporation  which
was incorporated on March 8, 1977 under the name Trolley  Enterprises,  Inc. The
Company changed its name to Internet  Holdings,  Inc. in 1996. HTTP develops and
markets  its own  software  and  network  enabling  technologies.  It also has a
venture capital division. Recent developments include the acquisition of Radical
Technology  Plc which will enable the Company to generate  revenues  through the
sale of already  developed  software and intranet  products and development of a
joint venture company to provide satellite service for voice over IP services to
nine separate countries.

(2)  Basis of Presentation

The accompanying  unaudited condensed  consolidated  financial statements of the
Company have been prepared  pursuant to the rules of the Securities and Exchange
Commission (the "SEC").  Certain information and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations. These unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included  in  the  Company's  Form  10-K.  In the  opinion  of  management,  the
accompanying   unaudited   consolidated   financial   statements   reflect   all
adjustments,  which  are of a  normal  recurring  nature,  necessary  for a fair
presentation  of  the  results  for  the  periods  presented.   All  significant
intercompany transactions have been eliminated in consolidation.

The results of  operations  presented  for the three and six month periods ended
June 30 2000, are not  necessarily  indicative of the results to be expected for
any other interim period or any future fiscal year.

During the quarter ended June 30, 2000, the Company emerged from its development
stage status by acquiring  Radical  Technology Plc. The Company's  intent was to
acquire  software  development  companies as investments and as a result of this
acquisition the plan of operations has been initiated.

(3)  Acquisition agreements

On March 3,  2000,  the  Company  offered  to  acquire  Radical  Technology  Plc
("RadTech"). In connection therewith, it is expected that the Company will issue
1,281,714 shares of common stock,  then constituting  approximately  7.7% of the
Company's outstanding shares, to the stockholders of RadTech in order to acquire
100% of the issued  capital  stock of  RadTech.  On April 21,  2000 (the  "first
closing"),  the  Company  began to issue  shares to acquire  RadTech.  RadTech's
financials  are  consolidated  from the first closing date. As of June 30, 2000,
the Company  acquired  92% of the  outstanding  shares of RadTech for  1,177,974
shares of the Company's stock at an estimated  average price per share of $8.20,
thus  allocating a purchase price for Radical  Technology  Plc of  approximately
$9,659,000. The Company will have an independent appraisal of the transaction to
calculate the final purchase price per share. On  consolidation  the acquisition
of RadTech  resulted  in  goodwill of  approximately  $9,139,000,  which will be
amortized over five years.

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 all of the outstanding shares of Core Ventures Limited.  The
vendors have  guaranteed  that on December  15, 2000 the value of Core  Ventures
Limited will not be less than $25 million. The acquisition is conditional on the
completion of the due diligence  process.  Management  believe that this deal is
probable.

On May 3, 2000,  the Company  entered into an agreement to acquire  Ferman AG, a
Swiss  venture  capital  company.  The terms of the  agreement  are  expected to
include the issuance of 3,360,000 common shares of Internet  Holdings,  Inc. for
51% of the outstanding shares of Ferman AG. The existing  shareholders of Ferman
AG have guaranteed  that this investment will not be less than $42 million.  The
acquisition  is  conditional  on the  completion of the due  diligence  process.
Management  believe  that this deal is probable  but  uncertain  as to the final
structure.


                                       6

<PAGE>


On April 13, 2000 the Company purchased a 11% 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 DM2.5million, approximately $1,211,000.

(4)  Stockholders' equity

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 Securities  Exchange Act, and to
search for suitable acquisition candidates in the Internet related fields.

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 at a
price of $1.00 per share.  On May 12, 2000, the  underwriters  exercised all the
warrants for $1,000,000 under a stock subscription arrangement.

(5)  Comprehensive Income

As of June 30,  2000 and for the six months then ended  comprehensive  income is
comprised of a net loss from  operations and the net effect of foreign  currency
translation adjustments. This comprised a net loss of approximately $987,000 and
foreign currency translation  adjustment of approximately  $159,000 resulting in
comprehensive loss of approximately $1,146,000.

(6)  Fixed Assets

Fixed assets are stated at cost and are generally  depreciated over two to seven
years.

(7)  Employee Stock Options

On May 3,  2000,  the Board of  Directors  approved  a  combined  incentive  and
nonqualified  stock option plan and has reserved  2,500,000 shares of its common
stock for issuance upon exercise of options  granted under this plan. As of June
30, 2000,  the Company has issued  1,268,000  options for certain  employees and
directors of the Company at fair value.

(8)  Subsequent Events

On July 24, 2000, the Company  completed its  acquisition of Radical  Technology
Plc by placing the dissenting  shareholders,  comprising 53,543 Internet shares,
in a trust to be monitored by Radical Technology's  transfer agent. The issuance
of this stock  will  result in an  additional  purchase  price of  approximately
$439,000 as an adjustment to goodwill, which will be amortized over five years.


                                       7

<PAGE>


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

Plan of Operation

     Internet  Holdings,  Inc.  ("HTTP" or "the Company") builds and markets its
own  software  and network  enabling  products.  In  addition,  it has a venture
capital division. The objective of HTTP is to create strong repeat revenues from
its products and to forge alliances and joint-ventures with other organizations.
HTTP's operating  strategy includes  integrating its three 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.  HTTP will  provide  operational  assistance,  capital  support,  industry
expertise,  and a strategic  network of business  relationships  to maximize the
long-term  market  potential  for its partner  companies  and its own  operating
subsidiaries.  To  fulfill  this  operating  strategy,  HTTP has  created  three
decentralized divisions.

HTTP  IT  Limited  invests  in  and/or  acquires  IT  and  software  development
companies.  Radical Technology PLC ("RadTech") now a wholly owned subsidiary, of
the Company,  was acquired  earlier this year.  RadTech has an advanced  systems
integration business with existing blue-chip clients,  while at the same time it
also develops its own software products. RadTech's core products include:

RADNeT:   a  software   framework  with   multi-level   security  for  building,
integrating, and presenting Internet, Extranet, and Intranet solutions.
PLANNeT: a Web-based  multi-project tool. With this knowledge management system,
key information  about critical  projects can be seen at a glance.  This product
has been  nominated  for a Digital  Britain  Award.
DOCUNeT:  an easy Internet deployment tool than enables any organization to gain
the benefits of improved  communication  that an Internet  can offer;  and gives
control to the people who use the  Internet.
YOURCALLS.NeT:  a newly  developed  Web-based  call  analysis  system for mobile
telephony   airtime   providers.   The  system  is  currently  in  test  with  a
world-leading service provider.

Current RadTech clients include: British Telecom;  Schroders;  Ericsson; Texaco;
Eidos Interactive; Computer Cab; and other leading brands.

During the quarter ended June 30, 2000, the Company emerged from its development
stage status by acquiring  Radical  Technology Plc. The Company's  intent was to
acquire  software  development  companies as investments and as a result of this
acquisition the plan of operations has been initiated.

HTTP Communications Limited is involved in a diverse range of telecommunications
activities with an initial focus on EU and Central and Eastern Europe.  Projects
include supplying satellite access for Internet and  Internet-related  companies
on a global scale,  developing  terrestrial (PSTN) and wireless  connectivity to
supply customers with voice and data services,  and a number of Internet content
projects. To date, the Company has signed a strategic alliance and is creating a
joint  venture with RedCube AG, the largest  voice-over IP company in Europe and
one of the largest in the world, to supply satellite access to nine countries on
a revenue-sharing basis.

HTTP CAPITAL LIMITED is a venture capital company that has agreed to acquire two
other technology companies which hold investments in companies which the vendors
have guaranteed the net assets to be worth no less than $67 million. The merging
of the Company's  former Equity,  Industrial,  and Ventures  divisions into HTTP
Capital  Limited  brings  together  an  extensive  network  of  specialists  and
investments.  HTTP Capital  Limited focuses on investment  opportunities  in the
Internet  and  Information  Technology  industry  sectors and plans to focus its
investments specifically in the following areas:


                                       8

<PAGE>


Infrastructure  Service  Providers - which  includes  strategic  consulting  and
systems integration; Internet applications; and software providers.

Communications  - which  includes  enhanced IP  services;  wireless  application
protocol  technologies;  broadband  technologies;  and satellite  communications
services.

Digital  Infrastructure  -  which  includes  bandwidth  provisioning,   embedded
systems, and networking technologies.

B2B E-Commerce - which includes B2B exchanges; market aggregations; supply chain
dis-intermediaries; enabling technologies; media and content; content management
and syndication; and content localization and globalization.

To date,  the Company has raised $5 million to implement its business  strategy.
The  Company is in the process of raising 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 in the future.

Results of Operations Three months ended June 30, 2000

     The  Company  experienced  a loss for the  quarter  ended June 30,  2000 of
approximately  $637,000.  Revenue  for the  period  was  approximately  $204,000
derived primarily from customized computer software  consulting  associated with
RadTech.

     General and  administrative  expenses  for the quarter  ended June 30, 2000
were  approximately  $689,000.  The  major  components  of these  expenses  were
professional  fees of  approximately  $221,000 and  Directors'  remuneration  of
approximately  $122,000.  The professional  fees are primarily  related to legal
costs associated with the Company's  acquisitions  and SEC filings.  The Company
incurred amortization of goodwill of approximately $305,000, which resulted from
the Company's acquisition of RadTech.

Results of Operations Six months ended June 30, 2000

     The Company's loss for the six months ended June 30, 2000 was approximately
$987,000.  Operating  revenue  for  the six  months  ended  June  30,  2000  was
approximately $204,000.

     General and administrative  expenses for the six months ended June 30, 2000
were  approximately  $1,046,000.  Such  expenses  were  primarily  comprised  of
approximately  $352,000  for  professional  fees,  Directors'   remuneration  of
approximately  $135,000 and public  relations  and  marketing  of  approximately
$100,000.

Liquidity and Capital Resources

     At June 30, 2000 and December 31, 1999 Internet Holdings had current assets
of  approximately  $2,434,000  and $702,000  respectively.  At June 30, 2000 and
December  31,  1999  Internet   Holdings  had  cash  and  cash   investments  of
approximately $1,839,000 and $506,000 respectively.

     As of June 30, 2000,  Internet  Holdings had  investments of  approximately
$2,923,000.   The  largest  investment  was  in  Compaer  AG  for  approximately
$1,211,000, one of the largest on-line insurance brokers in Germany.

     As of June 30,  2000,  Internet  Holdings  had  goodwill  of  approximately
$8,835,000.  The goodwill was associated  with the acquisition of RadTech and is
based on a purchase price of $8.20 per share.  The purchase price is an estimate
and the Company plans to obtain


                                       9

<PAGE>


an appraiser's opinion as to the value of this investment.  The Company's policy
is to amortize goodwill over five years.

     As of June  30,  2000,  the  Company  had  fixed  assets  of  approximately
$1,013,000, which comprised $728,000 of developed software costs.

     As  of  June  30,  2000,  the  Company  had   outstanding   obligations  of
approximately $553,000.

     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 Securities 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  Warrants  for   $1,000,000   under  a  stock   subscription
arrangement.

     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 as having become  unconditional  on April 21, 2000 when
the  Company  obtained  acceptances  from  76.73% of the  outstanding  shares of
Radical  Technology Plc. As of June 30, 2000, the Company had acquired 91.91% of
the outstanding capital stock.

     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  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. Management believe that this deal is probable.

     On April 13, 2000 the Company  purchased a 11% 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  (four hundred
thousand pounds sterling), 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
$1,211,000.

     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.
Management  believe  that this deal is probable  but  uncertain  as to the final
structure.

     On May 25, 2000 the Company issued a private placement  memorandum to raise
up to $30  million  through  the sale of shares  of  common  stock at a price of
$12.50 per share pursuant to an exemption from  registration  under Regulation S
promulgated under the Securities Act.


                                       10

<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

     c)   Exhibit 27 - Financial Data Schedule

     d)   Reports on Form 8-K

          The Registrant has filed reports on Form 8-K for events which occurred
          during the three months ended June 30, 2000:

          (i) The Registrant  filed a report on Form 8-K on April 16, 2000. Such
          report  discloses  that on March 31, 2000,  the  Registrant  appointed
          Jason E.  Forsyth as Finance  Director  and  Giorgio L.  Laurenti as a
          Director.

          (ii) The Registrant  filed a report on Form 8-K on May 23, 2000.  Such
          report  discloses  that on March 3, 2000,  the  Registrant  offered to
          acquire all of the issued and outstanding shares of Radical Technology
          Plc in a stock-for-stock transaction.  Such report also discloses that
          on May 3, 2000, the Registrant  entered into a Heads of Terms contract
          to  acquire  51% of the  equity of Ferman  AG, an  investment  company
          domiciled in  Switzerland.  Such report also discloses that on January
          8, 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,  as  amended.  Such report also
          discloses  that on May  12,  2000,  the  Registrant  appointed  Martin
          Lechner,  Rajeev Misra, Dr. Alexander Nill and Dr. Stefan Fleissner as
          Directors.

          (iii) The Registrant filed a report on Form 8-K on June 15, 2000. Such
          report  discloses that on June 14, 2000,  the Registrant  accepted the
          resignation of Rajeev Misra.

          (iv) The Registrant  filed a report on Form 8-K on June 30, 2000. Such
          report  discloses  that on  June  26,  2000,  the  Registrant  and its
          independent  auditors mutually agreed to terminate their  relationship
          as such.  Such report  further  discloses  that on June 26, 2000,  the
          Registrant engaged Arthur Andersen LLP as its independent auditors.

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<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.


August 14, 2000                        By:  /s/ Jason Forsyth
                                          --------------------------------------
                                             Jason Forsyth
                                             Chief Financial Officer


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