SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



       Date of Report (date of earliest event reported): January 28, 2000



                             INTERNET HOLDINGS, INC.
               (Exact Name of Company as Specified in its Charter)


     UTAH                          0-26886                         13-3758042
(State or Other                  (Commission                       (Employer
 Jurisdiction)                   File Number)                     Identification
                                                                     Number)


       2 Montpelier Street, Knightsbridge, London SW7 1EZ, United Kingdom
                    (Address of Principal Executive Offices)



      Company's Telephone Number, Including Area Code: 011 44 171 584 1173





ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

     Pursuant to the Underwriting agreement between, Internet Holdings, Inc.
(The "Company") and Panther Capital Ltd. ("Panther") dated January 6, 2000, on
January 28, 2000 the Company sold 5,000,000 shares of its common stock, par
value $0.001, at a price of $1.00 per share to Panther. The Company received the
full $5,000,000 and estimates that its expenses for the issue will be less than
$50,000.

     In consideration for underwriting the issue in full, Panther received
warrants to purchase up to 1,000,000 shares of common stock of the Company (the
"Warrants"). The Warrants are exercisable at $1.00 per share if exercised within
one year of the date of the First Closing of the Agreement which occurred on
January 28, 2000 (the "First Closing") and at a price of $10.00 per share if
exercised within two years of the date of the First Closing. Warrants which have
not been exercised before the second anniversary of the First Closing will
expire automatically.

     The Common Stock was sold, pursuant to an exemption from registration under
Regulation S promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), outside the U.S. to corporations or individuals who are
"Accredited Investors" and who are not "U.S. Persons" as such terms are defined
under Regulation S.

     For a more detailed description of the Agreement, reference is made to the
Company's report on Form 8-K filed January 31, 2000 which is hereby incorporated
herein.





ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA INFORMATION AND EXHIBITS.

(c)  Exhibits

     Number         Description
     ------         -----------

     10.1           Underwriting Agreement between Panther Capital Ltd and
                    Internet Holdings, Inc. dated January 6, 2000(1)

     10.2           Form of Subscription Agreement to Purchase Common Stock
                    under Regulation S(2)

- ----------
(1)  Exhibit 10.1 is hereby incorporated herein by reference to Exhibit 10.1 of
     the Company's report on Form 8-K filed January 31, 2000.

(2)  Exhibit 10.2 is hereby incorporated herein by reference to Exhibit 10.2 of
     the Company's report on Form 8-K filed January 31, 2000.





                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            INTERNET HOLDINGS, INC.

February 7, 2000                            By: /s/ Stefan Allesch-Taylor
                                                -------------------------
                                                Stefan Allesch-Taylor,
                                                President