10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED 
SEPTEMBER 30, 1998

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)

Registrants 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 registrants 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 
Businesss 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.  FINANCIAL INFORMATION					 PAGE

	ITEM 1.  FINANCIAL STATEMENTS
	
	BALANCE SHEETS AS OF SEPTEMBER 30, 1998
	AND JUNE 30, 1998	3

	STATEMENTS OF OPERATIONS FOR THE
	THREE MONTHS ENDED SEPTEMBER 30, 1998
	AND SEPTEMBER 30, 1997	4
	
	STATEMENTS OF CASH FLOWS FOR THE THREE
	MONTHS ENDED SEPTEMBER 30, 1998 AND
	SEPTEMBER 30, 1997 	5

	NOTES TO FINANCIAL STATEMENTS	6
	
	ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF
	FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
	
PART II

	ITEM 1.  LEGAL PROCEEDINGS	10
	
	ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS	10
	
	ITEM 3.  DEFAULTS UPON SENIOR SECURITIES	11

	ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
	OF SECURITY HOLDERS	11
	
	ITEM 5.  OTHER INFORMATION	11
	
	ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K	11

SIGNATURE	11


PART I.

ITEM 1.  FINANCAL STATEMENTS.

INTERNATIONAL FOOD & BEVERAGE, INC.
BALANCE SHEETS (Unaudited)

			June 30, 1998	September 30, 1998

ASSETS

	CURRENT ASSETS:
	Cash and cash equivalents	$      1,102	$         0
	Accounts Receivable	0	0
	Inventories	0	0
	Prepaid expenses	0	0
	
	Total current assets	1,102	0
	
FIXED ASSETS:	0	0

	Total Assets	$      1,102	$         0

LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)

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

	LONG TERM DEBT:	455,000	455,000
	
SHAREHOLDERS EQUITY (DEFICIT):
	Preferred Stock	0	0
	Common Stock	428,000	428,000
	Additional paid-in capital	1,000	1,000
	Retained earnings (deficit)	(2,702,542)	(2,702,542)
	Current earnings (deficit)		(1,102)

	Total Shareholders Equity	(2,273,542)	(2,274,644)

	Total Liabilities &
	  Shareholders Equity	$     1,102	$         0

See Accompanying Notes to Financial Statements


INTERNATIONAL FOOD & BEVERAGE, INC.
STATEMENTS OF OPERATIONS (Unaudited)

	                         Three Months Ended  Three Months Ended
	                         September 30, 1997  September 30, 1998
	
REVENUES	$1,929,434	$         0

COST OF SALES	1,693,137	0

GROSS PROFIT	236,297	0

	OPERATING EXPENSES:
	Selling and distribution	352,617	0
	General and administration	227,713	3,488
	Interest expense, net	40,897	0

	Total Operating Expenses	621,227	3,488


OTHER INCOME		2,386

NET INCOME (LOSS)	$ (384,930)	$   (1,102)


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


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



INTERNATIONAL FOOD & BEVERAGE, INC.
STATEMENTS OF CASH FLOWS (Unaudited)

                                        Three Months Ended
                         September 30, 1997     September 30, 1998

	CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)	$(384,930)	$  (1,102)
Adjustments to reconcile net
income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization	75,000	0
Changes in assets and liabilities:
Accounts receivable	(64,813)	0
	Inventories	143,161	0
	Prepaid expenses	(2,417)	0
	Accounts payable	293,744	0
	Accrued wages
	  and benefits	(28,273)	0
	Accrued commissions
	 and marketing	(44,792)	0
	Other accrued expenses	(37,839)	0

	Net cash provided by (used in)
	operating activities	(51,159)	(1,102)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to, and
	  reduction of, fixed assets	0	0

	Net cash provided by (used in)
	investing activities	0	0

	CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance
	  of notes payable	0	0
	Principal payments on
	  notes payable	25,200	0

	Net cash provided by (used in)
	  financing activities	25,200	0

NET INCREASE (DECREASE) IN CASH	(25,959)	(1,102)

CASH AND CASH EQUIVALENTS,
	beginning of period	28,000	1,102

CASH AND CASH EQUIVALENTS,
	end of period	$     2,041	$           0

See Accccompanying Notes to Financial Statements


NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 

Note 1.  Description of the Business

International Food and 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 9l.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. 
gave 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, 
reflected the push-down of the new controlling shareholders basis, 
minority interest at its historical basis, and the consideration 
received from BTCC.

Note 3.  Summary of Significant Accounting Policies

Fiscal Year

The Companys fiscal year was the 52-53 week period ending on the 
Saturday closest to June 30. For clarity of presentation, fiscal 
year end and period end dates in the accompanying financial 
statements and notes are referred to as June 30 and September 30 
for the applicable periods presented.

Accounts Receivable and Revenues

Substantially all of the Companys sales were 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 Companys customers within these industries 
and its dependence on a limited number of customers for a large 
portion of annual revenues. Such risk, however, was mitigated by 
the longevity of the Companys customer relationships and was 
considered a normal part of the food service, institutional and 
retail grocery industries.

Inventories

Inventories consisted of finished goods and raw materials and were 
stated at the lower of cost (first-in, first-out method) or 
market; as of the date of these financials all the  inventory was 
liquidated at auction.

Fixed Assets

Substantially all of the Companys 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 
Companys 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 the assets 
of the company were sold at auction on March 13, 1998 and the 
proceeds paid to secured creditors.

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

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 
(SPAS) No. 109, Accounting for Income Taxes. Under this method, 
deferred income taxed was 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 were expected to affect 
taxable income. Valuation allowances were 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 
antidilutive effect.

Cash Equivalents

The Company considered 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 Companys 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 required 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 had 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

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 noncash 
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 commissions earned as of June 29, 1996. During the 
fiscal year June 30, 1997 an additional 3,296,756 common shares 
were issued for services.

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FIINANCIAL 
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.

Revenues for the three month period ended September 30, 1998 
of $0 decreased 100%   when compared with revenues of $1,929,434 
in the prior year comparable period due to the shut down of 
operations of the Company on December 31, 1997.

Liqiudity and Capital Resources.

Net cash used by the Company was $1,102 for the three month 
period ended September 30, 1998 versus cash used in operating 
activities of $51,159 in the comparable prior year period. 


Capital Expenditures.

No capital expenditures were made during the quarter ended on 
September 30, 1998.

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 issue may be experienced 
before, on, 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 
Companys 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.  However, these plans were stopped when the Company shut 
down its operations.

Forward Looking Statements.

The foregoing Managements 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 comptemplated under the 
Private Securities Litigation Reform Act of 1995, including 
statements regarding, among other items, the Companys business 
strategies, continued growth in the Companys markets, projections, 
and anticipated trends in the Companys 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 Companys expectations and are subject to a 
number of risks and uncertainties, certain of which are beyond the 
Companys 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 Companys products, competitive 
pricing pressures, changes in the market pr*ice of ingredients 
used in the Companys products and the level of expenses incurred 
in the Companys 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. 

PART II.

ITEM 1.  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 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

No matters were submitted to a vote of the Companys 
stockholders during the first quarter of the fiscal year covered 
by this report.

ITEM 5.  OTHER INFORMATION.

	None.

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

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

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

SIGNATURE

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 BUSINESSS
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


EXHIBIT INDEX

Exhibit No.					Description

3.01		Certificate of Incorporation, as amended (incorporated 
by reference to Exhibit 3.01 of the Registrants 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 Companys 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		1988 Stock Option Plan for Key Employees of 
International Food & Beverage, Inc. (incorporated by reference to 
Exhibit 10.19 to the Registration Statement).

10.3		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 Registrants Annual Report on Form 
10-K for the fiscal year ended June 30, 1995).

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

10.5		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 toExhibit 10.7 of the Registrants 
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.

EX-27

 

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