UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: May 1, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period _________________________to__________________________
Commission File Number: 0-25002
TELEHUBLINK CORPORATION
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(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 59-3200879
- ------------------------------- -------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
24 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MA 01803
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(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (800) 342-1931
N/A
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(Former Name, Former Address, and Former Fiscal Year, if Changed Since
Last Report)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At June 21, 1999, there were
17,873,442 shares outstanding of common stock, $.01 par value per share.
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
<PAGE>
TELEHUBLINK CORPORATION
INDEX
PART I. FINANCIAL INFORMATION PAGE
- ------------------------------ ----
Item 1. Financial Statements (Unaudited):
Condensed Balance Sheets - January 30, 1999 and May 1, 1999 .............. 3
Condensed Statements of Operations for the Thirteen Weeks Ended
May 2, 1998 and May 1, 1999 ............................................ 4
Condensed Statements of Cash Flows for the Thirteen Weeks Ended
May 2, 1998 and May 1, 1999 ............................................. 5
Notes to Condensed Financial Statements ................................. 6
Item 2. Management's Discussion and Analysis or Plan of Operation ....... 8
PART II. OTHER INFORMATION
- ---------------------------
Item 2. Change in Securities and Use of Proceeds ...................... 12
Item 4. Submission of Matters to a Vote of Security Holders ........... 12
Item 6. Exhibits and Reports on Form 8-K .............................. 12
SIGNATURES .............................................................. 13
2
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<TABLE>
<CAPTION>
TELEHUBLINK CORPORATION
CONDENSED BALANCE SHEETS
JANUARY 30, MAY 1,
ASSETS 1999 1999
----------- ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 445 $ 2,762
Accounts Receivable -0- 196,372
Other Receivables -0- 29,319
Prepaid expenses and other current assets 5,891 7,775
----------- -----------
Total current assets 6,336 236,228
PROPERTY AND EQUIPMENT, net 1,000 234,980
OTHER ASSETS -0- 98,807
----------- -----------
Total assets $ 7,336 $ 570,015
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 4,643 $ 136,805
Accrued expenses 67,000 146,962
Current maturities of capital lease obligations 1,981 42,256
----------- -----------
Total current liabilities 73,624 326,023
CAPITAL LEASE OBLIGATIONS -0- 168,090
STOCKHOLDERS' EQUITY:
Common stock 21,181 178,734
Additional paid-in capital 4,538,782 174,638
Accumulated deficit (4,626,251) (277,470)
----------- -----------
Total stockholders' equity (66,288) 75,902
----------- -----------
Total liabilities and stockholders' equity $ 7,336 $ 570,015
=========== ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
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<TABLE>
<CAPTION>
TELEHUBLINK CORPORATION
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
13 WEEKS ENDED
MAY 2, 1998 MAY 1, 1999
------------ ------------
<S> <C> <C>
Sales -0- $ 337,165
Cost of Sales -0- 202,149
------------ ------------
Gross Profit -0- 118,683
------------ ------------
Selling, General and Administrative Expenses $ 17,385 $ 165,955
------------ ------------
Loss from Operations (17,385) (47,272)
Interest and Other Income 1,115 14,386
Interest Expense 110 1,399
------------ ------------
1,005 12,987
------------ ------------
NET LOSS $ (16,380) $ (34,285)
============ ============
Net loss per weighted average common and common equivalent
share - basic and diluted $ (.01) $ --
============ ============
Weighted average common and common equivalent shares
outstanding 2,118,125 17,873,442
</TABLE>
The accompanying notes are an integral part of these statements.
4
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<TABLE>
<CAPTION>
TELEHUBLINK CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
13 WEEKS ENDED
MAY 2, 1998 MAY 1, 1999
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (16,380) $ (34,285)
Adjustments to reconcile net loss to net cash and cash equivalents
used in operating activities:
Depreciation and amortization 375 15,681
Gain on disposal of assets -0- (14,327)
Changes in operating assets and liabilities-
Increase in accounts receivable -0- (78,451)
Increase in other receivables -0- (29,319)
Increase in prepaid expenses and other current assets (527) (1,884)
Increase in other assets -0- (84,781)
(Decrease) Increase in accounts payable and accrued
expenses (39,500) 140,417
--------- ---------
Net cash and cash equivalents (used in)
operating activities (56,032) (90,427)
INVESTING ACTIVITIES:
Purchase of Equipment -0- (61,856)
Proceeds from Sale of Equipment -0- 20,333
--------- ---------
Net cash provided by investing activities -0- (41,523)
FINANCING ACTIVITIES:
Proceeds from stock issuance, net of expenses -0- 138,361
Payments made on capital lease obligations (366) (4,094)
--------- ---------
Net cash provided by financing activities (366) 134,267
--------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (56,398) 2,317
CASH AND CASH EQUIVALENTS, beginning of period 130,713 445
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 74,315 $ 2,762
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 110 $ 1,399
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
TELEHUBLINK CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
MAY 1, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The accompanying unaudited condensed interim financial statements of TeleHubLink
Corporation (formerly known as What A World!, Inc.) (the "Company") have been
prepared in accordance with the instructions to Form 10-QSB and do not include
all of the information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. These financial statements should be read
in conjunction with the financial statements and notes thereto for the year
ended January 30, 1999, which are included in the Company's Annual Report on
Form 10-KSB filed on May 14, 1999.
ACQUISITION AND RECAPITALIZATION
On February 4, 1999, the Company acquired all of the outstanding common stock of
Tele Hub Link Corporation ("TeleHub"), a privately held company organized under
the laws of the Province of Ontario, Canada. For accounting purposes, the
acquisition has been treated as an acquisition of the Company by TeleHub and as
a recapitalization of TeleHub. As a result of the recapitalization, the
financial results of the Company will be primarily those of TeleHub. Pursuant to
the February 4, 1999 transaction, the Company acquired from the TeleHub
shareholders all of the outstanding capital stock of TeleHub and the Company
issued to the TeleHub shareholders shares of the Company's common stock at a
rate of 3.9252318 shares for each share of common stock of TeleHub. As a result,
TeleHub became a wholly-owned subsidiary of the Company. The Company's
Certificate of Incorporation was also amended on February 4, 1999 to increase to
50,000,000 the number of shares of the Company's common stock authorized for
issuance by the Company. In addition, the name of the Company was changed from
What A World!, Inc. to TeleHubLink Corporation.
FOREIGN CURRENCY TRANSACTIONS
Foreign currency transactions are converted into US Dollars using the rate of
exchange in effect at the balance sheet date for monetary items in assets and
liabilities. For non-monetary items in assets and liabilities, the initial
exchange rate is used. Income statement items are converted at the average rate
in effect during the transaction month. Gains and losses on currency exchange
are reported on the statement of operations.
FISCAL YEAR
The Company's Fiscal Year ends on the Saturday closest to January 31.
NET LOSS PER WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARE
Net loss per weighted average common and common equivalent share is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding and dilutive common equivalent shares from stock options and
warrants using the treasury stock method.
6
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2. STOCK OFFERING:
In February 1999 the Company consummated a financing arrangement pursuant to
which it issued 2,593,979 shares of Common Stock for an aggregate of $165,214.
Proceeds of the financing were used to fund working capital requirements of the
Company and for general corporate purposes. The Company relied upon the
exception provided by Section 4(2) of the Securities Act of 1933 in connection
with the issuance and sale of such shares.
3. STOCK OPTION PLANS:
In November 1994, the Board of Directors adopted the 1994 Stock Option Plan (the
"Stock Option Plan"). Following approval by the Board of Directors and
Stockholders of the Company, effective May 21, 1996, the Stock Option Plan was
amended to add 300,000 shares to the previously authorized 260,000 shares that
were subject to options under the Stock Option Plan. The amendment resulted in a
total of 560,000 shares of common stock available for grant under the Stock
Option Plan. No options were granted under the Stock Option Plan during the
three-month period ended May 1, 1999. As of May 1, 1999, 520,000 options were
outstanding under the Stock Option Plan.
In November 1994, the Board of Directors also approved the 1994 Non-Employee
Directors' Stock Option Plan (the "Directors' Plan"), pursuant to which 40,000
shares are reserved for issuance in connection with options granted or available
for grant to the Company's non-employee directors. No options were granted under
the Directors' Plan during the three-month period ended May 1, 1999. As of May
1, 1999, 20,000 options were outstanding under the Directors' Plan.
4. ADDITIONAL OPTIONS:
In February 1999, the Company granted to Mr. Patrick Thomas, Chief Operating
Officer and a director of the Company, time-based options to acquire an
aggregate of 150,000 shares of Common Stock and performance-based options to
acquire an aggregate of 50,000 shares of Common Stock, and granted to Mr. John
DeLuca, a Vice President and director of the Company, time-based options to
acquire an aggregate of 250,000 shares of Common Stock and performance-based
options to acquire an aggregate of 50,000 shares of Common Stock. All of such
options are exercisable at a price of $.06 per share. The time-based options
vest in equal installments on each of the first three anniversaries of the date
of grant and the performance-based options are subject to vesting based on the
Company's having met certain performance criteria.
5. SUBSEQUENT EVENTS:
On May 13, 1999, the Company entered into a letter of intent to acquire all of
the outstanding shares of wirelessEncryption.com, a privately-held company which
is currently in the process of developing advanced ultra-secure signal
processing technology for wireless and Internet communications as well as other
data transmissions, and on May 20, 1999, the Company entered into a letter of
intent to acquire Web Traffic Inc., a privately held company that provides
Internet e-commerce opportunities to small and medium sized businesses. There
can be no assurance that either such acquisition will be completed or, if
completed, that either acquisition would generate meaningful revenues or profits
for the Company.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
TeleHubLink Corporation (formerly known as What A World!, Inc.)(the
"Company") was incorporated under the laws of the State of Delaware in July
1993. Until May 1997, the Company operated as a mall-based specialty retailer of
a wide assortment of products which targeted customers having an active interest
in nature, the environment, education, wildlife, the outdoors and science. In
May 1997, the Company sold substantially all of its assets to Natural Wonders,
Inc. for cash in the amount of $517,795 plus the assumption by Natural Wonders,
Inc. of specified liabilities (the " 1997 Sale"). The completion of the 1997
Sale terminated the Company's specialty retail operations. For the period May
1997 through February 3, 1999, the Company had no operating business and sought
to serve as a vehicle to effect an acquisition, whether by merger, exchange of
capital stock, acquisition of assets or other similar business combination. On
February 4, 1999, the Company acquired all the issued and outstanding capital
stock of Tele Hub Link Corporation ("TeleHub"), a privately-held company
organized under the laws of the Province of Ontario, Canada, that is engaged in
the business of providing teleservices. Pursuant to a Share Purchase Agreement
dated as of December 21, 1998 (as amended, the "Share Purchase Agreement")
between the Company, TeleHub and the shareholders of TeleHub (the "TeleHub
Shareholders"), the Company acquired from the TeleHub Shareholders all of the
issued and outstanding capital stock of TeleHub in exchange for an aggregate of
13,011,339 shares (the "Shares") of common stock, par value $.01 per share
("Common Stock"), of the Company (or 3.9252318 shares of the Company's Common
Stock for each share of TeleHub common stock) and, as a result thereof, TeleHub
became a wholly-owned subsidiary of the Company (the "TeleHub Transaction"). In
addition, in connection with the TeleHub Transaction, the Company amended its
Certificate of Incorporation in order to change its name from What A World!,
Inc. to TeleHubLink Corporation. As a result of the 1997 Sale and the TeleHub
Transaction, the Company currently operates as a holding company, the principal
asset of which is its 100% ownership interest in TeleHub. Accordingly, the
business of the Company is currently conducted primarily through TeleHub.
PLAN OF OPERATION
Since the consummation of the TeleHub Transaction, the Company, through its
wholly-owned subsidiary TeleHub, has been engaged in the business of providing
call center teleservices, including both inbound and outbound teleservices. The
Company has not generated any meaningful revenues since the consummation of the
TeleHub Transaction, and although the Company currently anticipates that in the
second quarter of fiscal 1999 it may recognize limited profits for the first
time since the 1997 Sale, there can be no assurance of such or that such profit,
if any, would be significant.
The Company is seeking to continue the development of its multi-service
call center "HUB" concept, pursuant to which the Company would act as a central
focus for businesses to outsource typical non-core functions and capitalize on
the network to be established by the Company. In this connection, the Company
offers or proposes to offer the following services: providing call center
teleservices, including inbound and outbound call center activities in
connection with sales, marketing, customer support and product support; selling
local and long distance telecom services; and selling certain cellular and PCS
telephone services. In addition, the Company is also seeking to expand its
operations by servicing the Internet market, and is in the early stages of
establishing a structure to address the emerging Internet "e-commerce" market.
In this connection, TeleHub has formed a new Internet division which is engaged
in selling client advertisements to Internet malls, facilitating the creation of
web sites for its clients and providing e-commerce fulfillment services, and is
currently in discussions regarding possible acquisitions of certain
Internet-related businesses. On May 13, 1999, the Company entered into a letter
of intent to acquire all of the outstanding shares of wirelessEncryption.com, a
privately-held company which is currently in the process of developing advanced
ultra-secure signal processing technology for wireless and Internet
communications as well as other data transmissions, and on May 20, 1999, the
Company entered into a letter of intent to acquire Web Traffic Inc., a privately
held company that provides Internet e-commerce opportunities to small and medium
sized businesses. There can be no assurance that either such
8
<PAGE>
acquisition will be completed or, if completed, that either acquisition would
generate meaningful revenues or profits for the Company. In addition, in the
event the Company completes either or both of such acquisitions, the Company
will be required to obtain additional financing in order to fund the development
and operational costs of the companies so acquired. There can also be no
assurance that the Company will be successful in implementing its "HUB" concept
or developing its teleservices operations or Internet-related businesses.
The Company's long-term strategy is to provide comprehensive
telecommunication-based solutions to facilitate its clients' marketing, sales
and other business objectives. Through relationships with clients and strategic
alliances, and its combination of proposed teleservices activities, the Company
intends to provide its clients with a multi-service call center or "HUB" that
will link clients with their ultimate customers and other organizations across
various complementary industries. In addition, as part of this strategy, the
Company will also seek to introduce its clients to the emerging "e-commerce"
market and to thereby expand its business by providing various Internet services
to its clients.
The Company's proposed plan of operation and prospects will be largely
dependent on the Company's ability to successfully establish and equip
additional call centers on a timely and cost effective basis; hire and retain
skilled technical, marketing and other personnel; successfully expand into the
Internet market and attract and retain significant numbers of clients.
The following discussion relates to the Company for the period ended May 1,
1999 and accordingly reflects the results of operations or activities of
TeleHub, which became a wholly-owned subsidiary of the Company upon consummation
of the TeleHub Transaction on February 4, 1999.
RESULTS OF OPERATIONS
As described above, consummation of the 1997 Sale in May 1997 terminated
the Company's specialty retail operations. The Company had no operating business
for the period from May 23, 1997 through February 4, 1999, the date of the
TeleHub Transaction. During this period the Company searched for acquisition
candidates for a new business for the Company and incurred expenses relating to
the search, including expenses related to the TeleHub Transaction.
THIRTEEN WEEKS ENDED MAY 1, 1999 AS COMPARED TO THE THIRTEEN WEEKS
ENDED MAY 2, 1998
Net sales for the 13 weeks ended May 1, 1999 (the "First Quarter of Fiscal
1999) increased by approximately $320,800 over net sales for the comparable 13
weeks ended May 2, 1998 (the "First Quarter of Fiscal 1998"). The increase is
the result of the acquisition of TeleHub's business in the TeleHub Transaction.
Gross profit for the First Quarter of Fiscal 1999 was approximately
$118,700 or 37.0% of sales, as compared with $0 for the First Quarter of Fiscal
1998. The increase is the result of the acquisition of TeleHub in the TeleHub
Transaction.
Selling, general and administrative expenses ("SG&A") increased to
approximately $280,600 in the First Quarter of Fiscal 1999 from approximately
$17,400 for the First Quarter of Fiscal 1998. The primary components of SG&A are
rent, salaries (including commissions and fringe benefits), consulting fees,
depreciation, travel and promotion, and corporate overhead expenses (including
primarily professional fees, insurance, administrative salaries (including
fringe benefits), transfer agent fees and printing fees). In the First Quarter
of Fiscal 1999, corporate overhead expenses accounted for approximately $60,000
or 36% of the total SG&A expenses. The increases in SG&A for the First Quarter
of Fiscal 1999 as compared to the First Quarter of Fiscal 1998 were primarily
the result of the Company's having acquired an operating business as a result of
the TeleHub Transaction.
LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital of approximately $(89,800) and $(67,300) at
May 1, 1999 and January 30, 1999, respectively. Since the TeleHub Transaction,
the Company's primary ongoing capital requirements have been and are anticipated
to be for funding its operations and exploring and developing opportunities in
the call center teleservices industry and in expanding its business into
servicing the Internet market.
9
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The Company has used and expects to continue to use its cash available from
operations to finance its losses from operations. In February 1999, the Company
consummated a private placement pursuant to which it issued 2,593,979 shares of
Common Stock and received proceeds of $165,214. The proceeds were used primarily
for working capital and continued expansion of the Company's operations,
including the acquisition of 30 additional workstations and the hiring of
additional employees. The Company is not presently generating enough cash flow
to support its current corporate overhead expenses, and is currently seeking
additional financing to fund such expenses, although there can be no assurance
that such financing will be obtained. If the Company's cash flow proves to be
insufficient to fund operations and the Company is not able to obtain additional
financing, the cash available to the Company would not satisfy its contemplated
cash requirements for exploring and developing future opportunities in the call
center industry. In that event, the Company would be required to revise its
plans, including making significant reductions in operating costs.
As described above, the Company is currently seeking additional financing,
and the Company anticipates that it will continue to seek additional financing
from several sources, including private placements of debt and/or equity
securities, in order to fund its business expansion plans, including funding
acquisition opportunities which may arise, and to provide short term working
capital. There can be no assurance that additional financing will be available
to the Company on commercially reasonable terms, or at all. Any inability to
obtain additional financing could have a materially adverse effect on the
Company, including possibly requiring the Company to significantly curtail, and
possibly causing the Company to cease, its operations. In addition, any equity
financing may involve substantial dilution to the interests of the Company's
then-existing stockholders. Further, there can be no assurance that the Company
will achieve profitability or positive cash flow.
During the First Quarter of Fiscal 1999, cash increased by
approximately $2,300 to approximately $2,800. The increase in cash resulted
primarily from cash flow generated from TeleHub's operations. The Company repaid
approximately $4,100 in indebtedness during the period.
During the First Quarter of Fiscal 1998, cash decreased by approximately
$56,000 to approximately $74,000. The overall decrease in cash resulted
primarily from the Company's paying ongoing general and administrative costs,
repayment of debt, and the loss of the Company's main source of cash flow as a
result of the Company's discontinuing its retail operations. The Company repaid
approximately $400 in indebtedness during the period.
During the First Quarter of Fiscal 1999, the Company did not maintain any
lines of credit or cash borrowings to finance its capital requirements.
FORWARD-LOOKING STATEMENTS
Certain statements in the foregoing discussion of financial condition and
the results of operations, or elsewhere in this document, represent
"forward-looking" statements as defined in the Private Securities Litigation
Reform Act of 1996. Such statements involve matters that are subject to risks
and uncertainties, as a result of which actual future results or events may
differ materially depending on a variety of factors.
The Company's future operations are subject to various risk factors,
including the following: the limited funds currently available to the Company
may not be adequate for the Company to pursue its business objectives, and there
is no assurance funds will be available from any source and, if not available,
the Company will be required to limit its operations to those that can be
financed from existing funds; TeleHub has a limited operating history and there
can be no assurance that any of its future activities will be profitable; as a
holding company, the Company's success will depend on the operations, financial
condition and management of TeleHub and any other companies which the Company
may acquire, and in the event the Company does not have the resources or is
otherwise unable to diversify its operation into a number of areas, the Company
may become subject to economic fluctuations within a particular business or
industry and thereby increase the risks associated with its operations; TeleHub
may be unable to successfully complete acquisitions of assets or complementary
companies which are necessary to expand its business, and may be unable to
integrate into its operations any such businesses or assets acquired by it;
TeleHub is a start-up company and, as such, may become subject to the problems,
expenses, difficulties, complications and delays that are frequently encountered
by a company establishing a new business;
10
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TeleHub may be unable to secure teleservices contracts with clients or generate
revenues under any such contracts it does secure; TeleHub may be unable to
successfully develop and utilize its acquired infrastructure and develop
databases to perform teleservices for its clients and may be unable to
successfully implement marketing and sales methods for its services or expand
into new areas, including Internet and "e-commerce" related businesses; TeleHub
may be unable to acquire and implement quality telecommunications and computer
technology and end user database and software products necessary for its
operations; TeleHub may be unable to respond to changing technological
developments and acquire and implement new equipment and systems to meet
changing customer needs on a timely and cost-effective basis; TeleHub may be
unable to adequately ensure that its operaions will not be adversly impacted by
the Year 2000 Issue; TeleHub's inability to obtain adequate local or long
distance telephone service, or any interruption in such service or rate
increases relating thereto, could materially adversely affect TeleHub's
business, results of operations and financial condition; TeleHub may not be able
to procure, hire and train on a timely basis a sufficient labor force of
qualified employees or independent contractors in connection with an increase,
if any, in the volume of its teleservices business; TeleHub's failure to retain
the service of its key employees or its failure to retain additional qualified
management personnel to support its planned growth could have a material adverse
effect on TeleHub; the teleservices industry is highly competitive and is
characterized by low barriers to entry and rapid growth, and TeleHub may not be
able to compete effectively against its current competitors or future
competitors, many of whom may be substantially larger and better capitalized
than TeleHub; and any changes to existing Canadian or U.S. federal, provincial
or state laws or regulations governing TeleHub's business, or any additional
laws or regulations, could limit TeleHub's current or future activities or could
significantly increase TeleHub's cost of compliance.
UNCERTAINTY DUE TO THE 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
year 2000 dates is processed. In addition, similar problems may arise in some
systems that 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 systems failure which could
affect an entity's ability to conduct normal business operations. The Company
recognizes the need to ensure that its operations will not be adversely impacted
by software failures caused by the advent of the Year 2000. While the Company
intends to obtain assurance from its program suppliers and independently assess
acquired computer programs regarding Year 2000 Issue computer risks, the systems
on which the Company relies may be adversely impacted by software failures
caused by the advent of the Year 2000. 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.
11
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PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In February 1999 the Registrant consummated a financing arrangement
pursuant to which it issued 2,593,979 shares of Common Stock for an aggregate of
$165,214. Proceeds of the financing were used to fund working capital
requirements of the Registrant and for general corporate purposes. The
Registrant relied upon the exception provided by Section 4(2) of the Securities
Act of 1933 in connection with the issuance and sale of such shares.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At a Special Meeting of Stockholders duly held on February 4, 1999, the
Company proposed, and the shareholders approved, (i) the Share Purchase
Agreement between the Company, TeleHub, and the shareholders of TeleHub and the
TeleHub Transaction contemplated thereby and (ii) the amendment of the Company's
Certificate of Incorporation to increase the number of shares of the Company's
authorized Common Stock to 50,000,000 shares and to change the name of the
Company from What A World!, Inc. to TeleHubLink Corporation. Each of the
foregoing proposals was approved by the affirmative vote of shareholders holding
1,203,243 of the 2,118,125 share outstanding on the record date for such Special
Meeting. No shareholders voted against the proposals, and there were no
abstentions.
In addition, Stanley Young, Bruce W. Young, David B. Cornstein, Patrick
Thomas, and John DeLuca were elected directors of the Company to serve until the
next annual meeting of stockholders and until their successors are elected and
qualified. At the meeting, votes were cast as follows:
NAME VOTES FOR VOTES WITHHELD
------------------ --------- --------------
Stanley Young 1,203,243 -0-
Bruce W. Young 1,203,243 -0-
David B. Cornstein 1,203,243 -0-
Patrick Thomas 1,203,243 -0-
John DeLuca 1,203,243 -0-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
11 Statement re Computation of Per Share Earnings (not
required because the relevant computations can be
clearly determined from material contained in the
financial statements included herein).
27 Financial Data Schedule (For SEC Use Only)
(b) Reports on Form 8-K:
The Company filed with the Securities and Exchange
Commission on February 19, 1999 a Current Report on Form
8-K and filed on April 20, 1999 a Current Report on Form
8-K/A, both regarding the consummation of the
acquisition by the Company of the TeleHub Transaction.
12
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TeleHubLink Corporation.
Date: June 18, 1999 By: /s/ BRUCE W. YOUNG
------------------------
Bruce W. Young
President
Date: June 18, 1999 By: /s/ PATRICK THOMAS
------------------------
Patrick Thomas
Chief Operating Officer
(Principal Financial and
Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-START> JAN-31-1999
<PERIOD-END> MAY-01-1999
<CASH> 2,762
<SECURITIES> 0
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0
0
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</TABLE>
