<PAGE> 1
SEC File Number: 0-25005
Cusip Nos. 962433 10 8
and 962433 11 6
FORM 12b-25
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
(Check One)
[X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: January 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
----------------------
- --------------------------------------------------------------------------------
Nothing in this Form shall be construed to imply that the Commission
has verified any information contained herein.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
----------------
Part I - Registrant Information
Full Name of Registrant: What a World!, Inc.
------------------------------------------
Former name if applicable: N/A
------------------------------------------
Address of Principal
Executive Office (Street and Number): P.O. Box 20125
-------------------------------
Tampa, Florida 33622
-------------------------------
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant
<PAGE> 2
to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K[SB], Form 20-F, Form 11-K or Form N-SAR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q[SB], or
portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why the Form 10-K[SB],
20-F, 11-K, 10-Q[SB], N-SAR or the transition report or portion
thereof, could not be filed within the prescribed time period.
On May 22, 1997, the Registrant consummated the sale of substantially
all of its operating assets. Since the consummation of such transaction, the
Registrant has significantly reduced its staff and, as a part of such staff
reduction, employs its Chief Financial Officer only on a part-time basis. In
addition, the Registrant is currently in the process of changing its independent
accountant. As a result of the foregoing, the Registrant has been unable to
compile all financial and other information needed for completion of the Form
10-KSB and obtain an audit thereof by May 1, 1998.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Brian S. Lappin (813) 577-9366
-----------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 of 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12
-2-
<PAGE> 3
months (or for such shorter period that the registrant was required to
file such report(s) been filed? If the answer is no, identify
report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [ ] No
Explanation of the anticipated change:
As described above, the Registrant consummated the sale of
substantially all of its operating assets on May 22, 1997. As a result of the
sale, and the discontinuance of the Company's specialty retail operations, the
Company's operating expenses have been reduced substantially and, although the
Registrant will record a loss from operations for the year ended January 31,
1998, the amount of such loss is expected to be improved over the loss from
operations from the prior fiscal year. The Company is in the process of
determining the amount of such change in its results of operations.
WHAT A WORLD!, INC.
--------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 1, 1998 /s/ Brian S. Lappin
--------------------------
Brian S. Lappin
Vice President-Finance and
Chief Financial Officer
-3-