SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of June 2000
----------------------------------
WHEREVER.NET HOLDING CORPORATION
Suite 4701 - NatWest Tower
Times Square, Causeway Bay
Hong Kong
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No [X]
<PAGE>
WHEREVER.net Holding Corporation
Form 6-K
TABLE OF CONTENTS
Page No.
--------------------------------------------------------------------------------
Introductory Note 3
--------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION 3
--------------------------------------------------------------------------------
Item 1. Financial Statements 3
--------------------------------------------------------------------------------
Condensed Consolidated Balance Sheet as of June 30, 2000 4
--------------------------------------------------------------------------------
Condensed Consolidated Statement of Operations and 6
Comprehensive Income (Loss) for the six months ended
June 30, 2000
--------------------------------------------------------------------------------
Condensed Consolidated Statement of Cash Flows for the six 7
months ended June 30, 2000
--------------------------------------------------------------------------------
Condensed Consolidated Statements of Shareholders' Equity for 9
the years ended December 31, 1999 and 2000
--------------------------------------------------------------------------------
Notes to Condensed Consolidated Financial Statements 10
--------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial 11
Condition and Results of Operations
--------------------------------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosures About Market 13
Risk
--------------------------------------------------------------------------------
PART II. OTHER INFORMATION 14
--------------------------------------------------------------------------------
Item 1. Legal Proceedings 14
--------------------------------------------------------------------------------
Item 2. Changes in Securities and Use of Proceeds 14
--------------------------------------------------------------------------------
Item 3. Defaults Upon Senior Securities 14
--------------------------------------------------------------------------------
Item 4. Submission of Matters to a Vote of Security Holders 14
--------------------------------------------------------------------------------
Item 5. Other Information 14
--------------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K 14
--------------------------------------------------------------------------------
Signatures 15
--------------------------------------------------------------------------------
Page 2
<PAGE>
INTRODUCTORY NOTE
The following is intended to provide information similar to that which would be
contained in Form 10-Q, although as a foreign private issuer we are not
obligated to file Forms 10-Q under current rules and regulations of the
Securities and Exchange Commission. We intend to continue to submit to the SEC
quarterly reports on Form 6-K that will include unaudited quarterly financial
information, for the first three quarters of each fiscal year, in addition to
our annual report on Form 20-F that will include audited annual financial
information. As a foreign private issuer, we are not required to use the EDGAR
system to submit such documents to the SEC but we currently intend to do so to
make the reports more readily available over the internet.
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Page 3
<PAGE>
<TABLE>
<CAPTION>
WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
ASSETS
<S> <C>
Current assets:
Cash $42,732,984
Accounts receivable, net of allowance for
doubtful accounts of $1,546,687 as of June 30, 2000 2,457,582
Receivables from related parties 2,569,617
Inventories 12,074
Prepaid expenses 350,134
Other current assets 1,431,682
-----------
Total current assets 49,554,073
Property and equipment, net 9,964,827
Other non-current assets 3,904,876
-----------
Total assets $63,423,776
===========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C>
Current liabilities:
Short-term borrowings $ 228,329
Due to related parties 122,548
Accounts payable 2,943,484
Deferred revenue 842,855
Income tax payable 254,515
Accrued expenses and other current liabilities 1,368,242
-----------
Total current liabilities 5,759,973
Accrued pension 89,636
-----------
Total liabilities 5,849,609
-----------
Minority interest 63,826
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
Page 4
<PAGE>
<TABLE>
<CAPTION>
Condensed Consolidated Balance Sheet (continued)
<S> <C>
Shareholders' equity:
Common shares, par value of $0.01, issued and
outstanding shares of 24,723,327 as of June
30, 2000 and authorized shares of 80,000,000 247,233
Preferred shares, par value of $0.01, issued
and outstanding shares of 888,888 as of June
30, 2000 8,889
Additional paid-in capital - common shares 54,058,632
Additional paid-in capital - preferred shares 13,291,101
Accumulated deficit (10,220,112)
Accumulated other comprehensive income 124,598
-----------
Total shareholders' equity 57,510,341
-----------
Total liabilities and shareholders'
equity $63,423,776
===========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
Page 5
<PAGE>
<TABLE>
<CAPTION>
WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
<S> <C>
Revenues:
Service revenue $ 2,589,021
Costs and expenses:
Direct cost of service revenue 4,713,306
Depreciation and amortization 655,470
Selling, general and administrative 5,927,075
Research and development 250,090
Operating loss (8,956,920)
Interest expense (5,934)
Interest income 138,871
Foreign exchange gain, net 21,489
Gain on disposal of short-term investments 6,230,081
Write-down of equipment (237,580)
-------------
Loss before income taxes and minority
interest (2,809,993)
Income tax expense (1,269,859)
-------------
Loss before minority interest (4,079,852)
Minority interest in net loss of subsidiaries 94,083
-------------
Net loss $ (3,985,769)
=============
Other comprehensive income (loss):
Foreign currency translation adjustment $ 104,848
-------------
Comprehensive loss $ (3,880,921)
=============
Net loss per common share $ (0.18)
-------------
Weighted average common shares outstanding 21,626,105
=============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
Page 6
<PAGE>
<TABLE>
<CAPTION>
WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (3,985,769)
Adjustments to reconcile net loss to cash
used in operating activities:
Minority interest in net loss (94,083)
Bad debt expense 616,438
Depreciation and amortization 655,470
Gain on disposal short-term investments (6,230,081)
Changes in operating assets and liabilities:
Accounts receivable 78,833
Inventories (3,413)
Prepaid expenses and other current assets (286,109)
Other non-current assets (468,920)
Accounts payable 959,785
Income tax payable 249,034
Accrued expenses and other current
liabilities 1,263,603
Accrued pension 5,275
------------
Cash used in operating activities (7,239,937)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal short-term investments 3,858,301
Maturities of short-term investments 225,786
Additions to property and equipment (6,753,852)
------------
Cash used in investing activities (2,669,765)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings (413,170)
Net increase in payable to related parties 2,548
Issuance of common shares 41,371,840
Issuance of preferred shares 9,999,990
------------
Cash provided by financing activities 50,961,208
Effect of exchange rate changes on cash 28,505
------------
Net (decrease) increase in cash 41,080,011
Cash at beginning of year 1,652,973
------------
Cash at end of year $42,732,984
============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
Page 7
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<S> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest 5,934
Income taxes 13,306
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Intangible assets related to issuance to
preferred shares 3,300,000
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
Page 8
<PAGE>
WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999 AND 2000
SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Additional Additional
Paid-In Paid-In
Common Shares Preferred Shares Capital Capital
----------------------------------------------------------------------------------
Common Preferred
Shares Amount Shares Amount Shares Shares
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1998 5,000,000 $ 50,000 - - 1,739,501 -
Issuance of common shares
for cash 4,989,994 49,900 - - 1,419,392 -
Net loss - - - - - -
Foreign currency translation
adjustment
--------- --------- --------- --------- --------- ---------
Balance at December 31, 1998 9,989,994 99,900 - - 3,158,893 -
Stock split effected in the form
of a stock dividend 3,999,000 39,990 - - 1,169,215 -
Issuance of common shares
for cash 5,472,000 54,720 - - 5,694,681 -
Issuance of common shares
to employees at no cost 179,000 1,790 - - 2,683,210 -
Compensation costs Incurred by
shareholders - - - - 31,626 -
Net loss - - - - - -
Foreign currency translation
adjustment - - - - - -
Unrealized holding gain on
marketable equity security
---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31, 1999 19,639,994 196,400 - - 12,737,625
Net loss - - - - - -
Realized holding gain on marketable -
equity security - - - - -
Foreign currency translation
adjustment - - - - - -
Issuance of common shares
for cash 5,083,333 50,833 - - 41,321,007 -
Issuance of preferred shares 888,888 8,889 13,291,101
---------- ---------- ---------- ---------- ---------- ----------
Balance at June 30, 2000 24,723,327 $ 247,233 888,888 8,889 54,058,632 13,291,101
========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
Page 9
<PAGE>
<TABLE>
<CAPTION>
Accumulated other
comprehensive income (loss)
---------------------------
Foreign Unrealized
Currency Holding Gain Total
Accumulated Translation on Marketable Shareholders'
Deficit Adjustment Equity Security Equity
------- ---------- --------------- ------------
<S> <C> <C> <C> <C>
Balance at January 1, 1998 (319,366) (215,509) - 1,254,626
Issuance of common shares for cash - - - 1,469,292
Net loss (212,599) - - (212,599)
Foreign currency translation
adjustment 69,258 69,258
----------- ----------- ----------- -----------
Balance at December 31, 1998 (531,965) (146,251) - 2,580,577
Stock split effected in the form
of a stock dividend (1,209,205) - -
Issuance of common shares for cash - - - 5,749,401
Issuance of common shares to
employees at no cost - - - 2,685,000
Compensation costs Incurred
by shareholders - - - 31,626
Net loss (4,493,173) - - (4,493,173)
Foreign currency translation
adjustment - 166,001 - 166,001
Unrealized holding gain on marketable
equity security 3,564,517 3,564,517
----------- ----------- ----------- -----------
Balance at December 31, 1999 (6,234,343) 19,750 3,564,517 10,283,949
Net loss (3,985,769) - - (3,985,769)
Realized holding gain on
marketable equity security - - (3,564,517) (3,564,517)
Foreign currency translation - 104,848 - 104,848
adjustment
Issuance of common shares
for cash - - - 41,371,840
Issuance of preferred shares 13,299,990
----------- ----------- ----------- -----------
Balance at June 30, 2000 (10,220,112) 124,598 - 57,510,341
============ =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
Page 9A
<PAGE>
WHEREVER.net Holding Corporation
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
We have prepared the accompanying unaudited condensed consolidated
financial statements in accordance with accounting principles generally accepted
in the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for annual financial statements. These financial
statements were not examined by our independent public accountants, but in the
opinion of our management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results for the interim period presented are not necessarily indicative of the
results that may be expected for any future period. For further information,
please refer to the consolidated financial statements and the notes included in
our Registration Statement on Form F-1 (see File No. 333-11676).
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires our management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Our actual results could differ from those estimates.
Page 10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion of our financial condition and results of
operations should be read in conjunction with the Management's Discussion and
Analysis of Financial Condition and Results of Operations section and the
consolidated financial statements and the notes included in our Registration
Statement on Form F-1 (see File No. 333-11676), which became effective May 2,
2000.
In December 1995, Congress enacted the Private Securities Reform Act of
1995. The Act contains amendments to the Securities Act of 1933 and the
Securities Exchange Act of 1934, which provide protection from liability in
private lawsuits for "forward-looking" statements, made by persons specified in
the Act. We desire to take advantage of the "safe harbor" provisions of the Act.
We wish to caution readers that, with the exception of historical
matters, the matters discussed in this Report on Form 6-K include
forward-looking statements. Generally the forward-looking statements can be
identified by the use of forward-looking words such as "may," "expect,"
"anticipate," "estimate," "plan," "believe" or similar words. They involve risks
and uncertainties, including but not limited to factors related to our limited
operating history and significant historical losses, the highly competitive
nature of the telecommunications business, our dependence on others for, among
other things, equipment and services, our ability to manage growth, political,
economic, and regulatory risks, including but not limited to currency and other
risk related to foreign operations in China, Taiwan and other countries in Asia,
the results of financing efforts and other factors discussed in our other
filings with and submissions to the Securities and Exchange Commissions. Such
factors could affect our actual results and cause our results to differ
materially from those expressed in any forward-looking statement.
OVERVIEW
We are a provider of international voice and fax call completion
services using a privately managed Internet Protocol (IP) network. As of June
30, 2000, we operated gateways at 83 points of presence (or POPs), and increased
the number of POPs to 105 as of August 15, 2000. Our gateways are manufactured
by the Dialogic Corporation, a subsidiary of Intel Corporation, using
WHEREVER.net's proprietary software. We do not sell gateways, but rather place
them at our customers and business partners' premises, retaining ownership
rights. This allow us to route traffic through all of our gateways. Our open
infrastructure allows for the use of VAS (value added services) software
developed by outside sources. Our business model is to rapidly create a large,
worldwide IP network with a concentration in Southeast Asia and Greater China.
As we are creating such network, and developing VAS, we plan to carry wholesale
and phone card traffic to support the infrastructure while we develop the more
profitable international direct dialing and virtual private network (VPN)
customer base segments of our business. Our relationships with Intel Corporation
include an investment by Intel Corporation in our Series A preferred stock, a
co-marketing agreement with Dialogic Corporation and a co-marketing agreement
with Intel Corporation.
Our current strategic relationships with Intel Corporation, Pacific
Electric Wire & Cable, China Telecom, Jitong Communications and China Netcom are
intended to give us access to more rapid technology development, network
deployment and penetration of the VPN market.
We are a Cayman Islands company with headquarters in Hong Kong, a
research and development center in Taipei, network operating centers in Taipei,
Hong Kong and Los Angeles and "super POPs" in Taipei, Hong Kong, Tokyo and Los
Angeles. We also have sales offices in these cities as well as Singapore and
Sydney. We are currently opening a "super POP" in London.
We completed three private placements during the first quarter of 2000.
In February 2000, we sold 125,000 shares of common stock to AsiaVest Partners
Ltd., a Hong Kong-based venture capital firm, for $1,875,000. The number of
shares was subsequently increased to 208,300 to reflect an adjustment resulting
from the $9.00 per share price of our common stock in the initial public
offering. In February 2000, we also sold 375,000 shares of our common stock for
$3,000,000 to China Telecom Technology Partners. In March 2000, we sold 888,888
shares of Series A preferred stock to Intel Corporation for $9,999,990 or $11.25
per share. Each share of Series A preferred stock is convertible, at the
election of Intel Corporation, into 1.4 shares of our common stock.
Page 11
<PAGE>
In May 2000, we completed our initial public offering and issued
4,500,000 American Depository Shares (ADS). Each ADS represents one share of our
common stock. The net proceeds to us from the offering were $37,665,000.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000
There have been substantial planned changes in the nature of our
business during the six-month period ended June 30, 2000. As a result, we are
not providing any comparison to the six-month period ended June 30, 1999 because
the results for that period are not comparable and any comparison would not be
meaningful. Although we did not file a Form 6-K for the quarter ended March 31,
2000 because we were not then a public company, we have revised our results for
the three-month period ended March 31, 2000 to correct an overstatement of
revenue for that period. The overstatement resulted from the interim use of a
revenue recognition method that differs from that used under accounting
principles generally accepted in the United States. During the three-month
period ended March 31, 2000, we recognized billed sales as revenues, where
contract sales were recorded in the quarter they were legally enforceable,
rather than accounting for the sales as minutes were used. The information in
the Form 6-K includes the revision of first quarter results.
REVENUE. We have four lines of business: phone cards, wholesale, direct
dialing and VPN. Phone card revenues are recognized based on usage by
cardholders, substantially all of which have prepaid for the minutes embedded in
the cards. Wholesale and direct dial customers are billed on a monthly basis
based on traffic that we carried for them. VPN customers are billed a flat fee
per month plus a certain minute-based amount for off-network usage. During the
six-month period ended June 30, 2000, we recorded revenues of $2,589,021.
DIRECT COST OF SERVICE REVENUE. Our direct cost of service revenue
consists primarily of network management costs, including salary and salary
related costs, costs associated with carrying our customers' traffic on our
privately managed IP network, costs paid to other carriers through which we
deliver international calls routed for quality purposes, and termination fees
paid to local telephone companies. Termination fee traffic is measured in
minutes, and the per minute rates charged for terminating calls are negotiated
with local service providers. Contracts with our providers typically provide
that either party may renegotiate the per minute termination fees. Purchased
minutes are fees we pay to other telecommunications carriers for completing
calls over public circuit-switched networks to destinations outside of our
network, generally as a result of quality or capacity factors. Per-minute rate
charges for purchased minutes are negotiated with public circuit-switched
network carriers for each destination served. Other data communication and
telecommunications expenses include fees for the fiber optic connections between
our POPs and our customers or terminating partners.
For the six months ended June 30, 2000, direct cost of service revenue
was $4,713,306. Our higher direct cost of service revenue, compared to service
revenue during the same period, resulted from the need to build capacity ahead
of traffic by, among other things, maintaining relationships with higher
per-minute costs at lower traffic volumes and acquiring a large percentage of
China-bound traffic at competitive rates. We expect that the ratio of
cost-to-revenue will decrease over time, as volume increases and more optimal
traffic mixes are achieved.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
were $655,470 during the six-month period ended June 30, 2000 and consisted
primary in depreciation of network equipment. We hold ownership rights to all of
our deployed gateways.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses include salary and salary related costs for our sales
personnel and expenses associated with the development and implementation of our
promotional and marketing campaigns. The category also includes salary and
salary related costs for our research and administrative staff and miscellaneous
costs, such as travel, except for costs associated with our network operations
staff. Selling, general and administrative expenses were $5,927,075 for the six
months ended June 30, 2000.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
include the expenses of developing and supporting our proprietary software
modules, including value added services software. We expense research and
development expenses as they are incurred. Research and development expenses for
the six months ended June 30, 2000 were $250,090, excluding salary expenses,
which are included as selling, general and administrative expenses.
INTEREST INCOME AND INTEREST EXPENSE. Interest expense is primarily
comprised of interest on short-term notes incurred prior to our initial public
Page 12
<PAGE>
offering and subsequently repaid. Interest income primarily consists of interest
earned on the temporary investment of the net proceeds from our offerings. We do
not currently have any other debt.
LOSS FROM OPERATIONS. Our loss from operations for the six-month period
ended June 30, 2000 was $8,956,920. The loss was incurred primarily as a result
of ramp-up costs and expenses in developing our IP network and internal systems.
LIQUIDITY AND CAPITAL RESOURCES. As of June 30, 2000, we had
approximately $42.7 million in cash and liquid investments and a note receivable
from a related party of approximately $2.6 million, which amount was
subsequently collected. We believe that we have sufficient liquidity and capital
resources to implement our 2000-2001 business plan. Thereafter, if cash
generated from operations is insufficient to satisfy our liquidity requirements,
we may seek to sell additional equity or debt securities. If additional funds
are raised through the issuance of debt securities, these securities could have
rights, preferences and privileges senior to holders of our common stock, and
the terms of these debt securities could impose restrictions on our operations.
The sale of additional equity or convertible debt securities could result in
additional dilution to our shareholders. In any event, we cannot be certain that
additional financing will be available in amounts or on terms acceptable to us,
if at all. During the six-month period ended June 30, 2000, we generated
negative cash flow from operating activities of approximately $7.2 million, for
the reasons discussed above.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
We have not engaged in trading market-risk-sensitive instruments or
purchasing hedging instruments that would be likely to expose us to market risk,
whether interest rate, foreign currency exchange, commodity price or
equity-price risk. Our primary market risk exposure is that of currency exchange
rate fluctuations, since we currently operate in seven countries. To-date, such
exposure has not been meaningful since revenues generated in non-US dollar
currencies have been used to partially off-set local, non-US dollar expenses.
With the exception of terminating costs and the salaries of a few of our
administrative staff, our expenses are typically incurred in local currencies.
Page 13
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are is involved in various legal proceedings
relating to claims arising in the ordinary course of business. We are not
currently a party to any legal proceeding.
Item 2. Changes in Securities and Use of Proceeds
On May 2, 2000, our Registration Statement on Form F-1 (No. 333-11676)
was declared effective by the Securities and Exchange Commission. Under that
registration statement, we sold 4,500,000 american depositary shares, each
representing one share of our common stock, at a price of $9.00 per share, for
$40.5 million.
In connection with the offering, we incurred $2.835 million in
underwriting discounts and commissions, and approximately $1.2 million in other
related expenses. The net proceeds from the offering, after deducting the
foregoing expenses, were approximately $36.4 million. From the effective date of
the registration statement through June 30, 2000, the Company used approximately
$6.8 million of the proceeds for capital expenditures. The balance of the net
proceeds will be used as described in our Registration Statement, including for
general corporate purposes and working capital.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
On May 27, 2000, Fernando Bensuaski, our chief financial officer, Tom
Tung, president of Pacific Electric Wire & Cable, and George Yang, a retired
Taiwan Minister of State, were elected to our board of directors, raising the
total membership to the currently authorized maximum of fifteen.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits.
Financial Data Schedule (EDGAR)
b) Reports on Form 8-K.
No reports on Form 8-K (or Reports on Form 6-K or otherwise) were filed
or submitted during the three-month or six-month periods ended June 30, 2000.
Page 14
<PAGE>
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, thereunto duly authorized.
WHEREVER.NET HOLDING CORP
By: /S/ CHUNG-PIN LEE Date: August 23, 2000
----------------------
Chung-Pin (Johnny) Lee
Chief Executive Officer
By: /S/ FERNANDO BENSUASKI Date: August 23, 2000
----------------------
Fernando Bensuaski
Chief Financial Officer
Page 15
