U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1998

OR

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

COMMISSION FILE NUMBER: 33-43621

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

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

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

Registrant s telephone number:  (714) 858-8800 (2)

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

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

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

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

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

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

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


TABLE OF CONTENTS

PART I									PAGE

	ITEM 1.  BUSINESS							3
	
	ITEM 2.  PROPERTIES						7
	
	ITEM 3.  LEGAL PROCEEDINGS					7
	
	ITEM 4.  SUBMISSION TO MATTERS TO VOTE
	OF SECURITY HOLDERS						7

PART II
	ITEM 5.  MARKET FOR REGISTRANT S COMMON EQUITY
	AND RELATED STOCKHOLDER MATTERS				7
	
	ITEM 6.  SELECTED FINANCIAL DATA				8
	
	ITEM 7.  MANAGEMENT S DISCUSSION AND ANALYSIS OF
	FINANCIAL CONDITION AND RESULTS OF OPERATIONS		9
	
	ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	12
	
	ITEM 9.  CHANGES IN AND DISAGREEMENTS
	WITH ACCOUNTANTS ON ACCOUNTING AND
	FINANCIAL DISCLOSURE						12

PART III
	ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
	REGISTRANT								12
	
	ITEM 11.  EXECUTIVE COMPENSATION				14
	
	ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
	OWNERS AND MANAGEMENT						15
	
	ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
	TRANSACTIONS							16

PART IV
	ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES,
	AND REPORTS ON FORM 8-K						17

SIGNATURES									18


PART I.

ITEM 1.  BUSINESS.

Introduction.

International Food and Beverage, Inc. (Company) manufactured a 
complete line of pizzas, pizza components, and specialty baked 
products and marketed them nationally through foodservice customers 
which include retail supermarket service delicatessens as well as 
restaurants, hotels, sport and theme parks, and other catering 
locations.  The Company utilized its proprietary manufacturing 
process to produce premium quality HAND-TOSSED crusts that deliver 
the unique taste, texture and appearance of fresh pizzeria pizzas.

Since 1986 the Company continued to develop its distinctive product 
line and strong industry relationships.  From 1986 through early 
1990 the Company relied solely on a number of outside contract 
manufacturers for production but in 1990 opened the bakery section 
of its state-of-the-art 50,000 sq. ft. facility.  The Company s 
manufacturing plant was completed in mid-1993 with the addition of a 
USDA certified pizza topping section, providing the capacity to 
produce a much improved line of premium quality pizzas at a 
significantly reduced cost.

In July 1995 the Company entered into an agreement with a marketing 
and sales organization under which the Company provides 
manufacturing and distribution services.  Pizzas were produced for 
shipment to domestic customers and for export to Pacific Rim 
countries.  However, the Company ceased operations as of December 
31, 1997.

Market.

Pizza is America s favorite food according to the trade press with 
estimated annual sales at $30 billion within the United States.  
Over the past decade, pizza has become the nation s leading take-
home and home-delivered food while category growth continues.  
American-style pizza has also become popular around the world as 
various cultures accept the value, convenience, nutrition and, most 
of all, fun of eating pizza!

The Company sold primarily to customers within the retail 
supermarket and the foodservice/catering segments of this market.  
SUPERMARKET BUSINESS MAGAZINE and Chicago-based Information 
Resources, Inc. estimate that 1995 annual sales of pizza at retail 
supermarkets reached nearly $3 billion and that over the past five 
years pizza has been one of the supermarkets  fastest growing 
categories.

The Company believes the sales of pizza at foodservice locations 
(other than pizzeria restaurants or institutional feeding locations) 
exceeds $5 billion annually and that pizza sales continue to grow in 
these locations.  

Products.

The Company s product line consisted of fully prepared pizzas 
(cheese pizzas or pizzas complete with assorted meat and/or 
vegetable toppings) available on a variety of crusts; various sizes, 
shapes and styles of hand-made pizza crusts; and a variety of 
cheeses, topping ingredients, and packaging supplies which are 
purchased for resale to customers.  Additionally, the Company 
manufactured Gourmet Italian Cheese Crusts (similar to the Boboli-
Registered Trademark-product from CPC International) and other 
specialty flavored bread products.

The Company manufactured and distributed nationally a line of HAND-
TOSSED pizzas.  Unlike competitive products which are either stamped 
into a  mold or die cut from a sheet of dough, the Company s crusts 
were hand-formed and then hearth baked to provide the taste, texture 
and appearance of  fresh pizzeria  quality.  Utilizing a variety of 
dough recipes, the Company produced its crusts and baked products in 
a highly automated manufacturing process that nearly replicated the 
steps performed in a pizzeria restaurant.  A number of products 
involved hand-stretching and hand-tossing of dough pieces to form 
desired shapes while preserving the naturally fermented gases that 
contribute to product taste and texture.  While costing slightly 
more than competitive pizza crusts, the Company s products were 
viewed by executive chefs and service deli merchandisers as superior 
in quality to either stamped or die cut crusts available from 
competitive suppliers.  The Company s proprietary baking process 
evolved over the years with an important breakthrough achieved late 
in 1994 that ensured a significantly crispier crust with more yeasty 
flavor and  fresh made  texture.

Many of the Company s products had been developed after 
collaborative efforts with executive chefs and research and 
development personnel of the Company s major customers.  The Company 
offered a custom development service to these large customers 
whereby premium quality products can be designed to meet specific 
operator requirements for serving application, taste and 
distinctiveness, and to satisfy preparation constraints.  These 
 signature  products satisfied the customers  need for unique 
offerings while adding to the Company s capability and technical 
expertise.

The Company s products and programs were generally designed to 
replace or be alternatives to traditional component programs which 
are more labor, ingredient and space intensive.  In addition, these 
other programs resulted in products which are inconsistent in 
appearance and sometimes lacking in availability due to peaks and 
valleys in consumption demand.  Increasingly, customers are 
searching for  labor friendly  alternatives that offer ready-to-top 
or fully prepared pizzas that are  hand-made  in appearance and 
deliver  pizzeria quality  in taste and texture.

Sales and Marketing.

The Company marketed products under its own brand names (JUKEBOX-
Registered Trademark-, MAMA MIA ITALIANO-TM-, MAMA MIA HOMESTYLE-TM- 
and MAMMA GINA S); sold its products under foodservice distributor 
private labels, including Sysco Corporation s IMPERIAL and ARREZZIO 
labels and S.E. Rykoff/John Sexton and Company s BELLAGIO-Registered 
Trademark- label; and is the primary supplier to Safeway, Inc. under 
a controlled PIZZERIA FRESCA label and SAFEWAY Brand private label.

The Company s sales efforts were conducted by an in-house sales 
management team together with field merchandisers assigned to 
specific accounts.  The Company s sales organization directed its 
primary efforts at identifying large regional or national accounts 
and distributor organizations, presenting product and program 
offerings tailored to each user and managing the resulting 
implementation and customer relationships.  Additionally, the sales 
organization managed independent food brokers in various regions 
throughout the United States and also worked in concert with sales 
organizations provided by full-line foodservice distributors who 
service individual end user customers.

The majority of the Company s foodservice business was conducted 
through traditional foodservice distribution channels.  Sales to 
retail customers were made direct or with the assistance of 
specialized brokers, with shipments generally made directly to the 
customers  warehouses.

The Company generally sold its products pursuant to customer 
purchase orders and filled orders within ten days of receipt.  
Because purchase orders were filled shortly after receipt, backlog 
was not material to the Company s retail or foodservice businesses.  
Substantially all of the Company s domestic products were delivered 
to customers by independent trucking companies or picked up by 
customers at one of the Company s warehouses. With regard to the 
Company s export sales (to Korea only), backlog of orders were 
normal and the Company received payment in full at time of shipment.

Seasonality.
The Company s retail pizza business experienced moderate seasonality 
with the highest sales periods occurring between fall and early 
spring.  Foodservice sales are comparatively stable throughout the 
calendar year.

Customers.

The Company sold its products to full line foodservice distributors, 
direct to major foodservice customer s warehouses, and to retail 
grocery warehouses and distributors throughout the United States.  
Products sold to foodservice distributors were resold to end user 
customers ranging in size from national accounts to multi-unit 
regional organizations to single location accounts.  Given the fact 
that the Company focused its own selling efforts on national and 
multi-unit regional accounts, the majority of its foodservice sales 
were to these types of organizations.

The Company s retail customers included, among others, Safeway Inc., 
Von s Grocery Company and Albertson s.  Its principal foodservice 
distributor customers were Sysco Corporation, U.S. Foodservice 
(recently acquired S.E. Rykoff/John Sexton and Company), Martin-
Brower, MBM Foodservice and Alliant Foodservice (formerly Kraft 
Foodservice).  These distributor organizations in turn sold to end 
user customers of the Company including restaurant chains such as 
Friendly s Ice Cream, Golden Corral Restaurants, Marie Callender s 
Restaurants, Old Country Buffet Restaurants, and Tony Roma s; hotel 
chains such as Marriott, Radisson and Doubletree; theme and event 
centers such as Knott s Berry Farm, Anaheim Stadium and the Great 
Western Forum; transportation terminals such as Host Airport 
locations; and military locations such as Camp Pendleton.

Suppliers.

The Company believed that the raw materials utilized in 
manufacturing its products, which principally included flour, 
cheese, tomatoes, spices, meat products, and packaging materials, 
were readily available from a number of potential suppliers.  The 
Company utilized at least two sources of supply for each of its key 
raw material categories although pricing and  production volumes 
dictated that the majority of purchases for an item be made from a 
single principal supplier.  Although the Company did not maintain 
contracts with most of its suppliers, the Company believed that 
there were numerous alternative sources of supply available to meet 
production requirements. 

Many of the Company s raw materials were agricultural commodities; 
consequently, the prices the Company paid for its materials vary 
over time due to commodity market conditions including demand, crop 
yield and weather.  The Company believed that normal historical 
commodity price variations would not have a material effect on gross 
profit margins beyond the extent to which raw material cost 
increases could be passed on to the Company s customers.

Competition.

The Company faced significant competition in the marketing and sale 
of its products.  The Company competed with a number of national 
organizations and numerous regional companies, which have 
significantly greater financial, manufacturing, marketing and 
distribution resources than the Company.  The Company believed that 
the principal competitive factors in the marketing of pizza and 
specialty baked products are quality, price, ease of preparation, 
and variety of product offerings.  See  Management s Discussion and 
Analysis of Financial Condition and Results of Operations - 
Liquidity and Capital Resources .

Regulation.

The Company s manufacturing facility and its products were subject 
to extensive regulation by the United States Food and Drug 
Administration, the United States Department of Agriculture, and by 
other state and local authorities in jurisdictions in which the 
Company s products were processed or sold.  The manufacturing 
facility was subject to periodic inspection by federal, state and 
local authorities.  The Company believed that its manufacturing 
facility was in substantial compliance with all material 
governmental laws and regulations and that all material permits and 
licenses relating to their operations had been maintained.

Employees.

The Company currently employs no employees.

ITEM 2.  PROPERTIES.

The Company s principal executive offices and 50,000 square feet 
manufacturing facility were located at 30152 Aventura, Rancho Santa 
Margarita, California 92688.  The Company leased that facility 
pursuant to a ten year lease, with two 5-year renewal options, at a 
monthly rent of $25,000 exclusive of insurance and taxes.  The 
Company also utilized public warehouses for finished goods storage.  
Utilization of these warehouses was the result of arrangements with 
large distributor organizations to facilitate mixed load shipments 
of private label products, accommodation to certain customers to 
ensure convenient small lot shipments to local operating units or 
temporary storage for finished goods inventory when levels exceed 
the storage capacity of the Company s own on-site freezer.

This lease ceased on the eviction of the Company from these 
facilities on January 1, 1998.  All assets of the Company were sold 
at auction on March 13, 1998 and the proceeds used to reduce 
liability to secured creditors.  During the week of the auction on 
March 13, 1998, the tenant improvements were either auctioned or 
reverted to the landlord.

ITEM 3.  LEGAL PROCEEDINGS.

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

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

No matters were submitted to a vote of the Company s stockholders 
during the fourth quarter of the fiscal year covered by this report.

PART II.

ITEM 5.	MARKET FOR REGISTRANT S COMMON EQUITY AND RELATED 
		STOCKHOLDER MATTERS.

The Company s Common Stock is not quoted on NASDAQ but has been 
traded in the over-the-counter market since approximately October 
1987.  There has been relatively little trading in the Company s 
Common Stock and there can be no assurance that a more active market 
will develop or be sustained.  Throughout the two years ended June 
30, 1998 the high and low bid quotations for the Company s Common 
Stock has been less than or equal to $.01 per share.  The high and 
low bid quotations represent prices between dealers and do not 
include retail markups, markdowns or commissions, and may not 
represent actual transactions.  The market price for shares of the 
Company s Common Stock may be highly volatile, with a limited public 
float.

The approximate number of holder of records of the Company s Common 
Stock on  September 1, 1998 was 618.  The Company has not and does 
not expect to pay cash dividends on its Common Stock in the 
foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA.

The selected financial data for the years ended June 30, 1998, 1997, 
and 1996, for the six months ended June 30, 1995 and December 31, 
1994, and for the year ended June 30, 1994 are derived from the 
audited financial statements of the Company and should be read in 
conjunction with the audited financial statements included herein.  
The selected financial data for the year ended June 30, 1996, the 
six months ended June 30, 1995 and December 31, 1994, and the year 
ended June 30, 1994 are derived from the audited financial 
statements of the Company which are not included herein. 

Year ended	Six Months Ended (1)		Years Ended
June 30	December 31	  June 30		June 30 
1994		1994		  1995	1996		1997		1998

Statement of Operations Data:
(In thousands, except per share data)

Revenues
$10,703	$ 3,580	$2,718	$6,572	$7,358	$2,378

Cost of sales
  8,385	  3,279	 2,212	 5,374	 5,847	 2,248

Gross profit
  2,318	    301	   506	 1,198	 1,511	    30

Selling and distribution expense
  2,927	  1,412	   702	 1,135	 1,512	   525

General and administrative expense
  1,841	    361	    29	   524	   407	   297

Interest expense, net
    113	    111	     3	    54	   122	    69

Net income (loss)
 (2,563)	 (1,583)	  (497)	  (515)	  (530)	(1,160)

Net income (loss) applicable to common shareholders
 (2,563)	 (1,583)	  (497)	  (515)	  (530)	(1,160)

Net income (loss) per common share
  (0.02)	  (0.01)	   nil	   nil	   nil	  nil

Weighted average shares  outstanding
153,924	153,924	153,924	154,145	154,763	158,060


						June 30,
		1994		1995		1996		1997		1998
Balance Sheet Data:
(In thousands)

Current assets
		$2,019	$  922	$1,175	$   711	$     1

Fixed assets
		 1,760	 1,053	   905	    800		0

Total assets
		 4,547	 1,975	 2,080	  1,511		1

Current liabilities
		 2,396	 1,711	 1,941	  1,947	  1,820

Long-term debt
		 2,316	   373	   756	   677	    455

Shareholders  equity (deficiency)
		  (165)	  (109)	  (617)	(1,113)	 (2,273)


(1)  A change in control transaction occurred December 31, 1994 and 
was recorded in conformity with Accounting Principles Board Opinion 
No. 16.  Accordingly, assets and liabilities as of January 1, 1995, 
and the results of operations for the six months ended June 30,1995, 
reflect the  push-down  of the new controlling shareholder s basis, 
minority interest at its historical basis, and the consideration 
received from BT Capital Corporation.  See accompanying footnotes to 
the audited financial statements for a description of the 
transaction.

The company has not paid dividends in any of the periods presented.

ITEM 7.  MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS.

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

Results of Operations.

Fiscal 1998 Compared To Fiscal 1997

Revenues for the twelve month period ended June 30, 1998 of 
$2,378,000 decreased approximately 68% when compared with revenues 
of $7,358,000 in the prior year.   This revenue decrease in due to 
the shut down of Company operations and closing of the business on 
January 18, 1998.

The gross profit margin of 1.3% for the twelve months ended June 30, 
1998 is a significant decrease from the gross margin of 20.5% 
reported for twelve months ended June 30, 1997.  Current year 
margins in the past twelve months reflect decrease and shutdown of 
operations at the end of calendar year 1997.  Selling, general and 
administrative expenses for the 1998 fiscal year were almost half 
those of fiscal year 1997 due to the slowdown of operations of the 
Company approaching the close of operations as of January 1, 1998.  

The resulting loss for the twelve month period ended June 30, 1998 
was $1,160,542 versus a reported loss for the year ended June 30, 
1997 of $530,000.

Fiscal 1997 Compared To Fiscal 1996

Revenues for the twelve month period ended June 30, 1997 of 
$7,358,000 increased approximately 11% when compared with revenues 
of $6,572,000 in the prior year.   This revenue increase is due to a 
full year of contract manufacturing for a marketing company that 
sells to both domestic retail chains and export customers.  The 
Company continues to market its pizzas and crusts nationally to 
retail supermarket service delicatessen customers and major 
foodservice accounts.  Beginning in May 1996, the Company began a 
private label program producing a line of pizzas being sold in the 
frozen food section of a major national grocery retailer.

The gross profit margin of 20.5% for the twelve months ended June 
30, 1997 was roughly comparable to the gross margin of 18.2% 
reported for twelve months ended June 30, 1996.  Current year 
margins in the past twelve months reflect cost reduction 
improvements combined with gains in operating efficiencies.

Fixed overhead per unit sold remains high at the Company s low level 
of production.  The Company anticipates an increase in its gross 
profit contribution rate given recent price increases and assuming 
the Company is able to achieve increased production volume.  
Additionally, gross profit would be further benefited if cheese 
prices return to historical price levels.

The improvement as a percent of sales in fiscal 1997 versus the 
fiscal year 1996 reflects the impact of a full year of operations 
following restructuring and cost containment efforts that were 
initiated early in calendar 1995.  The Company does not anticipate 
having to add substantially to fixed overhead costs to support 
revenue growth of fifty to one hundred percent of its current 
revenue level assuming a similar mix of products and customers.

The resulting loss for the twelve month period ended June 30, 1997 
was $530,000 versus a reported loss for the year ended June 30, 1996 
of $515,000.

Inflation.

The moderate rate of inflation over the past few years has had an 
insignificant impact on the Company s sales and results of 
operations during the period.

Liquidity and Capital Resources.

Net cash used by operating activities was $197,553 for the twelve 
month period ended June 30, 1998.  This cash results largely from 
(i) accounts receivable of $254,000, (ii) inventories of $423,000, 
and (iii) accounts payable of $901,226.

Capital Expenditures.

	There were no material capital expenditures during the 1998 
fiscal year.

Net Operating Loss Carryforwards.

For the fiscal year ended June 30, 1998, the Company had net 
operating loss carryforwards for federal and state purposes of 
approximately $1,263,675 and $1,262,857, respectively.  These 
carryforwards begin to expire in 2011 and 2001, respectively.

Year 2000 Issue.

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

	The Company was in the process of developing an ongoing 
program of communication with suppliers and vendors to determine the 
extent to which those companies are addressing Year 2000 compliance 
issues.

Forward Looking Statements.

The foregoing Management s Discussion and Analysis contains  forward 
looking statements  within the meaning of Section 27A of the 
Securities Act of 1933, as amended, and Section 21E of the 
Securities Act of 1934, as amended, and as contemplated under the 
Private Securities Litigation Reform Act of 1995, including 
statements regarding, among other items, the Company s business 
strategies, continued growth in the Company s markets, projections, 
and anticipated trends in the Company s business and the industry in 
which it operates.  The words  believe,   expect,   anticipate,  
 intends,   forecast,   project,  and similar expressions identify 
forward-looking statements.  These forward-looking statements are 
based largely on the Company s expectations and are subject to a 
number of risks and uncertainties, certain of which are beyond the 
Company s control.  The Company cautions that these statements are 
further qualified by important factors that could cause actual 
results to differ materially from those in the forward looking 
statements, including, among others, the following: reduced or lack 
of increase in demand for the Company s products, competitive 
pricing pressures, changes in the market price of ingredients used 
in the Company s products and the level of expenses incurred in the 
Company s operations.  In light of these risks and uncertainties, 
there can be no assurance that the forward-looking information 
contained herein will in fact transpire or prove to be accurate.  
The Company disclaims any intent or obligation to update  forward 
looking statements . 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information with respect to this Item is set forth in  Index to 
Financial Statements. 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
AND FINANCIAL DISCLOSURE.

On March 15, 1998, the Company engaged the services of Henry 
Schiffer C.P.A., a P.C., of Beverly Hills, California to provide an 
audit of its financial statements for the fiscal years ended June 
30, 1998 and 1997.  Mr. Schiffer is not associated with the June 30, 
1995 audited financial statements nor any other financial statements 
prior to the June 30, 1996 financial statements.  The former 
accountants, Coopers & Lybrand of Newport Beach, California, 
declined to stand for re-election for the 1997 engagement.  The 
decision to change accountants was approved by the Company s Board 
of Directors with the selection of the successor accountant.  The 
Company and its current accountant had no disagreements during the 
fiscal year ended June 30, 1998 or any prior periods.

PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The directors and executive officers of the Company and their ages 
as of September 1, 1998 are as follows:

	Name				Age		Position

Michael W. Hogarty		55		President, Chief 
							Executive Officer
							and Director

Daniel E. Ferrari			49		Vice President of Sales

Patrick A. Cusack			50		Vice President of
							Operations

David R. Newstadt (1)		68		Director


(1)  Member of the audit and compensation committees.

Each member of the Board of Directors of the Company is elected for 
a one-year term and until his successor is elected and qualified.

Michael W. Hogarty.

Mr. Hogarty has been President and Chief Executive Officer and a 
director of the Company since March 1988.  From December 1984 to 
December 1987, Mr. Hogarty was the President and Chief Executive 
Officer of Edy s Grand Ice Cream, Dreyer s Grand Ice Cream s midwest 
and eastern subsidiary, a manufacturer and marketer of ice cream and 
related products.  From July 1978 to December 1984, Mr. Hogarty was 
President and Chief Executive Officer of S.B. Thomas, Inc., the 
specialty baking subsidiary of CPC International, a food processing 
corporation and Executive Vice President of S.B. Thomas, Inc., from 
1974 to 1978.  Mr. Hogarty previously served as a Vice President of 
Johnson and Johnson.

Daniel E. Ferrari.

Mr. Ferrari joined the Company in January 1995 as Vice President of 
Sales.  From January 1994 to December 1994, Mr. Ferrari served as 
District Manager for Kraft USA products in the Southern California 
market area.  From 1989 through 1993 while at Kraft USA he held the 
positions of Director of Sales for Kraft s Western Dairy Group and 
was District Manager at Kraft s Knudsen Division of Los Angeles.  
From 1984 to 1988, Mr. Ferrari was Western Regional Sales Manager 
for No Nonsense Fashions and from 1976 to 1984 he held various sales 
positions with Proctor & Gamble.

Patrick A Cusack.

Mr. Cusack joined the Company in July 1994 as Vice President of 
Operations.  From April 1989 to July 1994, Mr. Cusack held positions 
as Plant Manager and Division Service/Quality Manager of Operations 
for International Multifoods, Frozen Specialty Division in 
Riverside, California.  Prior to that time, Mr. Cusack held various 
operational management positions with Pillsbury, Van De Kamps 
Division and North Consumer Products, a division of Siebe North, 
Inc., a manufacturer of personal safety products.

David R. Newstadt.

Mr. Newstadt has been a director of the Company since 1989.  Mr. 
Newstadt is currently retired.  From May 1986 through July 1987, Mr. 
Newstadt served as President and Chief Executive Officer of Sun-
Diamond Growers of California, a cooperative of growers.  From 1981 
to 1985, he was President of the Best Foods Division of CPC 
International, a food processing corporation.

Subject to modification by the Board of Directors, Mr. Newstadt 
receives an annual retainer of $2,500.  In addition, this director 
has been granted an option to purchase up to 800,000 shares of the 
Company s Common Stock at the fair market value of the Common Stock 
on the date of individual grants.  Options granted to these 
directors become exercisable ratably over the period during the 
continuing service as a director and expire seven years from the 
date of grant.  All directors are reimbursed for expenses incurred 
on behalf of the Company.

ITEM 11.  EXECUTIVE COMPENSATION.

The following table sets forth the cash compensation paid by the 
Company during its fiscal year ended June 30, 1998 to (i) the four 
most highly compensated current executive officers of the Company 
and (ii) all executive officers of the Company as a group:

Name of Individual
or Number of		Capacities in		Cash 
Persons in Group		Which Served		Compensation (1) (2)

Michael W. Hogarty	President and Chief
				Executive Officer			$150,000

Daniel E. Ferrari		Vice President of Sales		$ 95,000

Patrick A. Cusack		Vice President
				of Operations			$ 70,000

All executive officers
as a group (3 persons)	All capacities			$315,000

(1)  The Company provided executive officers with certain personal 
benefits which do not exceed in value 10% of the officer s cash 
compensation or, as to all executive officers as a group, 10% of the 
aggregate cash compensation for the group.

(2)  The Company was paying the executive officers compensation at 
this annual rate until the Company ceased operations on January 1, 
1998.  Therefore, the actual compensation paid was approximately 50% 
of the amounts shown.

Employment Agreements.

Mr. Hogarty had an employment agreement with the Company that 
provides for a minimum base salary of $150,000 per year.  The 
employment agreement continued until the Company ceased operations 
on January 1, 1998.

Bonus Plan.

The Board of Directors had approved a bonus plan that provided for 
management bonuses.  The bonus pool was allocated to key members of 
the management in accordance with a plan approved by the Board of 
Directors.  The Company made no payments of bonuses.

Stock Option Plan.

The Company has adopted the 1988 Stock Option Plan for Key Employees 
(the  Plan ).  All employees of the Company are eligible to receive 
options under the Plan.  The maximum aggregate amount of stock to be 
issued upon exercise of all options granted under the Plan may not 
exceed 1,800,000 shares, subject to adjustment upon the occurrence 
of certain events such as a stock split, stock dividend, 
reorganization, merger or similar corporate change.  Unless earlier 
terminated by the Board of Directors, the Plan will terminate in 
November 1998.

The Plan provides for administration by the Board of Directors or if 
the Board of Directors authorizes, by a committee appointed by the 
Board (the  Committee ).  The Board of Directors has a Compensation 
Committee of disinterested directors who, among their duties, will 
make recommendations to the Board of Directors regarding grants of 
options under the Plan.  The Board of Directors has the authority, 
subject to the express provisions of the Plan, to determine the 
persons to be granted options, to determine whether options granted 
under the Plan are intended to be non-statutory stock options or 
incentive stock options, to determine the terms and provisions of 
options, including the times at which such options shall be granted, 
the number of shares subject to each option, the option price and 
the duration of each option, to interpret and construe the Plan, to 
prescribe, amend and rescind rules and regulations relating to the 
Plan and to make all other determinations necessary or advisable for 
the administration of the Plan.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
		MANAGEMENT.

The following table sets forth information regarding the beneficial 
ownership of shares of the Company s Common Stock as of September 1, 
1998 by (i) all stockholders known to the Company to be beneficial 
owners of more than 5% of the outstanding Common Stock; (ii) each 
director; and (iii) all officers and directors of the Company as a 
group.  Except as may be otherwise indicated in the footnotes to the 
table, each person has sole voting power and sole dispositive power 
as to all of the shares shown as beneficially owned by them.

					Shares of 
Name of				Common Stock		Percent
Beneficial Owner (1)(2)		Beneficially		Beneficially
					Owned				Owned

Michael W. Hogarty (3)		108,252,272			68.49%
BT Capital Corporation (4)	 18,000,000			11.38
Daniel E. Ferrari (5)		  3,078,471			 1.95
Patrick A. Cusack (6)		  3,078,471			 1.95
Shares of 
All directors and
executive officers as
a group (3 persons) (7)		132,409,214			83.77

(1) Unless otherwise indicated in these footnotes, the address of 
each person listed is c/o International Food & Beverage, Inc., 
30152 Aventura, Rancho Santa Margarita, California 92688.
(1) Does not give effect to the potential issuance of shares upon 
the exercise of (i) 316,666 shares granted to other members of 
management under the Company s Stock Option Plan (exercise 
prices between $.00177 and $.40 per share) and (ii) other 
options and warrants to acquire up to 122,000 shares (exercise 
price $.35 per share).
(1) Included in Mr. Hogarty s beneficially owned shares are 
18,000,000 shares of Common Stock which BT Capital Corporation 
has the right to purchase under an option agreement received in 
connection with the change in control transaction in December 
1994 (exercise price of $.00177) expiring December 1999.
(1) The address of BT Capital Corporation is 280 Park Avenue, 32 
West, New York, New York 10017.  Represents shares owned by Mr. 
Hogarty over which BT Capital Corporation has an option.  The 
exercise price is $.00177 and the option expires in December 
1999.
(1) Includes 4,309,860 shares which under a Stock Purchase 
Agreement with Mr. Hogarty are subject to certain purchase 
rights by him which expire in December 1998.
(1) Includes 4,309,860 shares which under a Stock Purchase 
Agreement with Mr. Hogarty are subject to certain purchase 
rights by him which expire in December 1998.
(1) Includes currently vested options held by directors and 
officers of the Company.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On various dates during the first six months of fiscal 1995 BT 
Capital Corporation ( BTCC ) loaned a total of $700,000 to the 
Company pursuant to notes and a Security Agreement collateralized by 
the Company s accounts receivable and inventories.  The proceeds 
were used primarily for working capital.

On December 31, 1994 BTCC, MH Investments, Inc., a California 
corporation wholly-owned by Michael W. Hogarty, the Chief Executive 
Officer and President of the Company, and Michael W. Hogarty entered 
into agreements which provided for the sale by BTCC of 91.8% of the 
outstanding shares of Common Stock of the company to MH Investments, 
Inc. for $250,000.  Concurrent with the foregoing transaction, the 
Company entered into a Tax Allocation Agreement with BTCC.  The 
parties elected under Section 338(h)(10) of the Internal Revenue 
Code to treat the transaction as an asset acquisition for tax 
purposes.  Under the terms of the Tax Allocation Agreement, BTCC 
agreed to pay to the Company $3,475,000 as full consideration for 
the potential tax benefits which have or may in the future inure to 
the benefit of BTCC and its affiliates with such amount paid by (i) 
elimination of $2,675,000 of debt and interest owed to BTCC by the 
Company, and (ii) payment of $800,000 in cash and short term notes 
receivable.  As a result of the Section 338(h)(10) election, BTCC 
and its affiliates will be entitled to use, subject to applicable 
limitations and restrictions, any net operating losses of the 
Company existing as of December 31, 1994.  In connection with the 
foregoing transaction, MH Investments, Inc. has given BTCC a five 
year option to purchase up to 18,000,000 shares of Common Stock of 
the Company from MH Investments, Inc. at the same price per share 
paid by MH Investments, Inc.

On various dates from June 1995 through January 1996 Mr. Hogarty 
loaned a total of $455,000 to the Company pursuant to notes and a 
Security Agreement collateralized by the Company s accounts 
receivable and inventories, subordinated in March 1996 to the 
Revolving Credit Agreement Lender.  See accompanying footnotes to 
the audited financial statements for a description of the Agreement.  
The proceeds were used primarily for working capital.

In February 1996, the Company entered into a  Manufacturing Services 
and Marketing Agreement  as amended, (the  Agreement ) with Sunset 
Specialty Foods, Inc. ( Sunset ) and James R. Tolliver, the sole 
owner of Sunset.  The Agreement provides the terms by which the 
Company will contract manufacture product for Sunset, who heretofore 
has purchased product for sale to both domestic retail chains and 
export customers.  Pursuant to the Agreement the Company is 
obligated to issue as a commission to Sunset at the completion of 
each quarter Common Stock of the Company equal to four shares of 
Common Stock for each $1.00 of pizza finished product produced and 
purchased during the period from February 1, 1996 through June 30, 
1996, and three shares of Common Stock for each $1.00 of pizza 
finished product produced and purchased during the two quarters 
ending December 31, 1996.  Effective July 1, 1996 the Agreement was 
amended to exclude the stock commission on purchases by Sunset for 
export.  Through the quarter ended June 30, 1996 the Company issued 
or was obligated to issue 2,555,782 shares.

With respect to each of the major transactions described above, the 
transactions were approved by a majority of the disinterested 
directors of the Company.

PART IV.

ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
		FORM 8-K.

	(a)	Index to Financial Statements and Schedules 	Page

Report of Independent Accountant . . . . . . . . . . . . 	F-1

        	Balance Sheets of the Company as
        	of June 30, 1998 and June 30, 1997 . . . . . 	F-2

        	Statements of Operations for the
		year ended June 30, 1998, the year
		ended June 30, 1997, and the year
		ended June 30, 1996 . . . . . . . . . . . . .	F-3

Statement of Shareholders  Equity (Deficiency)
	for the year ended June 30, 1998, the
	year ended June 30, 1997, and the year
	ended June 30, 1996 . . . . . . . . . . . . . . . .	F-4

Statements of Cash Flows for the year ended
	June 30, 1998, the year ended
	June 30, 1997, and the year ended 
	June 30, 1996 . . . . . . . . . . . . . . . . . . .	F-5

	Notes to Financial Statements. . . . . . . . . . .	F-6

(b)	Reports on Form 8-K.  There are no reports
	on Form 8-K filed during the last quarter
	of the fiscal year covered by this report.

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

SIGNATURES

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

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


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

Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf 
of the registrant and in the capacities and on the date indicated.


/s/ Albert R. Reda
Albert R. Reda
Chief Executive Officer, 
Secretary, and Director

May 10, 1999

/s/ Arnold Sock
Arnold Sock


President and Director

May 10, 1999

/s/ Louis Cherry
Louis Cherry


Chairman of the Board and 
Treasurer (Principal Financial and 
Accounting Officer)

May 10, 1999
/s/ Greg Stack
Greg Stack


Director

May 10, 1999


REPORT OF INDEPENDENT ACCOUNTANT


To the Board of Directors and Stockholders of
International Food & Beverage, Inc.

I have audited the accompanying balance sheets of International Food 
& Beverage, Inc. at June 30, 1998 and 1997, and the related 
statements of income, stockholders  deficiency and cash flows for 
the years then ended.  These financial statements are the 
responsibility of the Company s management.  My responsibility is to 
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing 
standards.  Those standards require that I plan and perform the 
audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit also 
includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating  the overall 
financial statement presentation.  I believe that my  audit provides 
a reasonable basis for my opinion.

The accompanying financial statement have been prepared assuming 
that the Company will continue as a going concern.  The Company 
ceased operations on January 18, 1998 and will not resume until 
management has successfully raised the funds needed to acquire the 
necessary working capital.

In my opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of 
International Food & Beverage, Inc. at June 30, 1998 and 1997, and  
the results of its operations and its cash flows for the years then 
ended in conformity with generally accepted accounting principles.


/s/ Henry Schiffer C.P.A., a P.C.
Beverly Hills, California
May 5, 1999




INTERNATIONAL FOOD & BEVERAGE, INC.
BALANCE SHEETS

						June 30, 1997	June 30, 1998

ASSETS

CURRENT ASSETS:
	Cash and cash equivalents		$   28,000	$   1,102
	Accounts receivable, net
	of allowance for doubtful
	accounts of $40,000 at 6-30-97	   254,000	        0
	Inventories					   423,000	        0
	Prepaid expenses				     6,000	        0
	
	Total current asset			   711,000	    1,102
	
FIXED ASSETS:					   800,000		  0

	 Total Assets				$1,511,000	$   1,102
LIABILITIES AND SHAREHOLDERS  EQUITY (DEFICT)

CURRENT LIABILITIES:
	Notes payable and current
	maturities of long-term debt		$  408,000	$       0
	Accounts payable				  918,000	1,819,644
	Accrued wages and benefits		  207,000		  0
	Accrued commissions
	  and marketing				  261,000		  0
	Other accrued expenses			  153,000		  0
	
	Total current liabilities		 1,947,000	1,819,644

LONG TERM DEBT:					   677,000	  455,000
	
SHAREHOLDERS  EQUITY (DEFICT):
	Preferred Stock, par value
	  $0.01 per share; 1,000,000
	  shares authorized Common
	  Stock, par value $0.01 per
	  share; 199,000,000 shares
	  authorized, 158,060,194, and
	  154,763,438 shares issued and
	  outstanding at June 30, 1998
	  and 1997, respectively		   428,000	   428,000
	Additional paid-in capital		     1,000	     1,000
	Retained earnings (deficit)		(1,542,000)	(2,702,542)

	Total Shareholders  Equity
	  (Deficit)					(1,113,000)	(2,273,542)
 
	Total Liabilities &
	  Shareholders  Equity
	  (Deficit)					$1,511,000	 $   1,102

See Accompanying Notes to Financial Statement

INTERNATIONAL FOOD & BEVERAGE, INC.
STATEMENTS OF OPERATIONS


			Year Ended		Year Ended		Year Ended
			June 30, 1996	June 30, 1997	June 30, 1998

REVENUES
			$6,572,000		$7,358,000		$ 2,378,000

COST OF SALES
			 5,374,000		 5,847,000		  2,247,839

GROSS PROFIT
			 1,198,000		 1,511,000		     30,161

OPERATING EXPENSES:
  Selling and distribution
			 1,135,000		 1,512,000		   524,998

General and administration
			  524,000		  407,000		   297,002
	Interest expense
			   54,000		  122,000		    69,000

	Total operating expenses
			 1,713,000		2,041,000		   891,000
 
GAIN (LOSS) ON DISPOSITION
(299,703)

NET INCOME (LOSS)
			$ (515,000)		$ (530,000)		$(1,160,542)


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

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
			154,144,914		154,763,438		158,060,194

See Accompanying Notes to Financial Statement



INTERNATIONAL FOOD & BEVERAGE, INC.
STATEMENTS OF SHAREHOLDERS  EQUITY (DEFICIT)

		Year Ended		Year Ended		Year Ended
		June 30, 1996	June 30, 1997	June 30, 1998

Common Stock:
  Balance, beginning of year
		$    387,000	$    394,000	$     428,000
  Common Stock issued and contributions
		       7,000	      34,000			0

  Balance, end of year
		     394,000	     428,000	      428,000

Additional Paid In Capital Balance, beginning of year
			 1,000		 1,000		  1,000
  Common Stock issued and capital contributions
			     0		     0			0

  Balance, end of year
			 1,000		 1,000		  1,000

Retained Earnings (Deficit) Balance, beginning of year
		    (497,000)	  (1,012,000)	   (1,542,000)

  Net income (loss)
		   (515,000)	       (530,000)	   (1,160,542)

  Balance, end of year

		(1,012,000)		     (1,542,000)	   (2,702,542)

Total stockholders  equity (deficit)
		$ (617,000)		    $(1,113,000)	  $(2,273,542)

See Accompanying Notes to Financial Statements


INTERNATIONAL FOOD & BEVERAGE, INC.
STATEMENTS OF CASH FLOWS

			Year Ended		Year Ended		Year Ended
			June 30, 1996	June 30, 1997	June 30, 1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)
			$(515,000)		$(530,000)		$(1,160,542)

	Adjustments to reconcile net income (loss)
	to net cash provided by (used in) operating activities:
	Depreciation and amortization
			  165,000		  166,000			   0

	Issuance of Common Stock under
	  distribution agreement
			   7,000		   34,000			   0
	Deferred interest on debt
			   2,000
	Changes in assets and liabilities:
	  Accounts receivable
			 (319,000)		  251,000		   254,000

	Inventories
			 (139,000)		  220,000		    423,000

	Prepaid expenses
			   33,000		    1,000		     6,000

	Accounts payable
			  338,000		   8,000		   901,226

	Accrued wages and benefits
			  (40,000)		(166,000)		  (207,000)

	Accrued commissions and marketing
			 (265,000)		  80,000		  (261,000)

	Other accrued expenses
			    8,000		  35,000		  (153,000)

	Net cash provided by (used in) operating activities
			 (727,000)		 169,000		  (197,316)
CASH FLOWS FROM INVESTING ACTIVITIES:
	  Additions to, and reduction of, fixed assets
			  (17,000)		 (61,000)		   800,000

	Net cash provided by (used in) investing activities
			  (17,000)		 (61,000)		   800,000

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of notes payable
			   684,000			 0		  (629,582)

	Principal payments on notes payable
			  (112,000)		 (100,000)			  0

	Net cash provided by (used in) financing activities
			  572,000		 (100,000)		 (629,582)

NET INCREASE (DECREASE) IN CASH
			 (172,000)		    8,000		  (26,898)

CASH AND CASH EQUIVALENTS, beginning of period
			  192,000		   20,000		    28,000

CASH AND CASH EQUIVALENTS, end of period
			$  20,000		$ 28,000		$    1,102

See Accompanying Notes to Financial Statement

INTERNATIONAL FOOD AND BEVERAGE, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997

Note 1.  Description of the Business

International Food & Beverage, Inc. (the  Company ), was in the 
business of the manufacturing and marketing of fully prepared 
pizzas, pizza components and specialty baked products to customers 
within the food service industry including retail supermarket 
service delicatessens, restaurants, hotels, sports and theme parks, 
and catering locations.  These operations ceased as of December 31, 
1997.

Note 2.  Change in Control

On December 31, 1994, BT Capital Corporation ( BTCC ), MH 
Investments, Inc., a California corporation wholly owned by Michael 
W. Hogarty, the Chief Executive Officer and President of the 
Company, and Michael W. Hogarty entered into agreements which 
provided for the sale of 91.8% by BTCC of the outstanding shares of 
Common Stock of the company to MH Investments, Inc. for $250,000.  
Concurrent with the foregoing transaction the Company entered into a 
Tax Allocation Agreement with BTCC.  The parties elected under 
Section 338(h)(10) of the Internal Revenue Code to treat the 
transaction as an asset acquisition for tax purposes.  Under the 
terms of the tax Allocation Agreement, BTCC agreed to pay to the 
company $3,475,000 as full consideration for the potential tax 
benefits which have or may in the future inure to the benefit of 
BTCC and its affiliates with such amount paid by (i) elimination of 
$2,675,000 of debt and interest owed to BTCC by the Company, and 
(ii)payment of $800,000 in cash and short term notes receivable.  As 
a result of the Section 338(h)(10) election, BTCC and its affiliates 
will be entitled to use, subject to applicable limitations and 
restrictions, any net operating losses of the company existing as of 
December 31, 1994.

In connection with the foregoing transaction, MH Investments, Inc. 
has given BTCC a five year option to purchase up to 18,000,000 
shares of Common Stock of the Company from MH Investments, Inc. at 
the same price per share paid by MH Investments, Inc.

For financial reporting purposes this transaction was recorded in 
conformity with Accounting Principles Board Opinion No. 16.  
Accordingly, the assets and liabilities as of January 1, 1995, and 
the results of operations for the six months ended June 30, 1995, 
reflect the  push-down  of the new controlling shareholder s basis, 
minority interest at its historical basis, and the consideration 
received from BTCC.

Note 3.  Summary of Significant Accounting Policies

Fiscal Year

The Company s fiscal year is the 52-53 week period ending on the 
Saturday closest to June 30.  The fiscal year end and period end 
dates for the periods being reported on herein are June 28, 1997 and 
June 27, 1998.  For clarity of presentation, fiscal year end and 
period end dates in the accompanying financial statements and notes 
are referred to as June 30 for the applicable period presented.

Accounts Receivable and Revenues

Substantially all of the Company s sales are made to full-line food 
service distributors, national food service chains major regional 
supermarket chains or a related party who sells to such 
organizations.  Concentrations of credit risk exist because of the 
concentration of the Company s customers within these industries and 
its dependence on a limited number of customers for a large portion 
of annual revenues.  Such risk, however, is mitigated by the 
longevity of the Company s customer relationships and is considered 
a normal part of the food service, institutional and retail grocery 
industries.

Inventories

Inventories consist of finished goods and raw materials and are 
stated at the lower of cost (first-in, first-out method) or market.  
As of June 30, 1998 all inventories had been liquidated.

Fixed Assets

Substantially all of the Company s fixed assets were acquired within 
the past six years.  The historical acquisition cost of these assets 
was approximately $4,000,000, however, as a result of the 
application of  push-down  accounting in connection with the change 
of control these assets are reported currently on the Company s 
financial statements with a cost before accumulated depreciation and 
amortization of $1,154,000.  Asset additions subsequent to December 
31, 1994 are stated at cost.  Depreciation is provided using the 
straight-line methods over the shorter of the estimated useful life 
of an asset or the remaining lease term for leasehold improvements 
(three to seven years).  All assets of the company were sold at 
auction on March 13, 1998 and the proceeds used to reduce liability 
to secured creditors.

Significant improvements are capitalized.  All maintenance and 
repair costs are charged to operations as incurred.  When assets are 
sold or otherwise disposed of, the costs  and accumulated 
depreciation or amortization are removed from the accounts and any 
resulting gain or loss is reflected in operations.  During the week 
of the auction on March 13, 1998 the improvements were either 
auctioned or reverted to the landlord.

Other Assets

Other assets consisted primarily of cost capitalized in connection 
with a June 1990 debt restructuring.  These costs were being 
amortized using the interest method over seven years, and were 
reduced to zero, effective January 1, 1995, in connection with the 
change in control of the Company.

Goodwill

The excess of cost over the fair value of net assets acquired by the 
predecessor company was recorded as goodwill and amortized using the 
straight-line method over twenty-five years.  The goodwill was 
reduced to zero effective January 1, 1995, in connection with the 
change on control of the Company. 

Income Taxes

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

Net Loss Per Common Share

Net loss per common share is based on the reported net loss divided 
by the weighted average number of common shares outstanding.  Shares 
issuable under options have been excluded from the calculation in 
each period presented because of their anti-dilutive effect.

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

The carrying value of the Company s cash and cash equivalents, 
accounts receivable, accounts payable, accrues expenses and notes 
payable approximates fair value.

Management Estimates

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

Note 4.  Commitments

Leases

The company has an operating lease for its manufacturing and 
corporate office facility.  The lease ceased on the eviction of the 
company from the facilities on January 1, 1998.

Note 5.  Stock Issuance

In February 1996, the Company entered into a  Manufacturing Service 
and Marketing Agreement  as amended, (the  Agreement ) with Sunset 
Specialty foods, Inc. ( Sunset ) and James R. Tolliver, the sole 
owner of Sunset.  The Agreement the Company is obligated to issue as 
a commission to Sunset at the completion of each quarter Common 
Stock of the Company equal to four shares of Common Stock for each 
$1.00 of pizza finished product produced and purchased during the 
period from February 1, 1996 through June 30, 1996, and three shares 
of Common Stock for each $1.00 of pizza finished product produced 
and purchased during the two quarters ending December 31,1996.  
Effective July 1, 1996 the Agreement was amended to exclude the 
stock commission on purchases by Sunset for export.  Through the 
quarter ended June 30, 1996 the Company has issued 729,869 shares of 
Common Stock and is accounted for as a non-cash transaction on the 
Statement of Cash Flows.  In August 1996 the Company issued an 
additional 1,825,913 shares of Common Stock in satisfaction of the 
commissions earned as of June 29, 1996.  Since that date there have 
been no further stock issuances, and the  agreement  has been 
terminated.


EXHIBIT INDEX

Exhibit No.					Description

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

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

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

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

10.2		Standard Form Industrial Lease, dated August 31, 
		1989, between Tijeras Partnership, as landlord, and the
		Company (incorporated by reference to Exhibit 10.13 to
		the Registration Statement).

10.3		1988 Stock Option Plan for Key Employees of 
		International Food & Beverage, Inc. (incorporated by
		reference to Exhibit 10.19 to the Registration
		Statement).

10.4		Lease Amendment, dated December 8, 1992 to the 
		Standard Form Industrial Lease, dated August 31, 1989, 
		between Tijeras Partnership, as landlord, and the
		Company (incorporated by reference to Exhibit
		10.8 of the Registrant s Annual Report on Form 10-K
		for the fiscal year ended June 26, 1993).

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

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

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

10.8		Building lease Estoppel Certificate dated December 
		11, 1995 to Ms. Nancee Ehlers Boldman and Ms. Sally
		Ehlers Stillion as Purchasers of the real property
		subject to the building lease included in this
		Exhibit Index as Exhibit 10.2 and Exhibit 10.4 
		(incorporated by reference to Exhibit 10.8 of the 
		Registrant s Annual Report on Form 10-K for the 
		fiscal year ended June 30, 1996).

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

27		Financial Data Schedule.