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 September 2000


                       -----------------------------------


                        WHEREVER.NET HOLDING CORPORATION

                           Suite 4701 - NatWest Tower

                        One Matheson Street, Causeway Bay

                  Hong Kong SAR, People's Republic of China



       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
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PART I.   FINANCIAL INFORMATION                                            3
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Item 1.   Financial Statements                                             3
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   Condensed Consolidated Balance Sheet as of September 30, 2000           4
--------------------------------------------------------------------------------
   Condensed Consolidated Statement of Operations and
   Comprehensive Income (Loss) for the nine months ended
   September 30, 2000                                                      6
--------------------------------------------------------------------------------
   Condensed Consolidated Statement of Cash Flows for the nine
   months ended September 30, 2000                                         7
--------------------------------------------------------------------------------
   Condensed Consolidated Statement of Shareholders' Equity for
   the years ended December 31, 1998 and 1999 and nine months
   ended September 30, 2000                                                9
--------------------------------------------------------------------------------
   Notes to Condensed Consolidated Financial Statements                   11
--------------------------------------------------------------------------------
Item 2.   Management's Discussion and Analysis of Financial
Condition and Results of Operations                                       12
--------------------------------------------------------------------------------
Item 3.   Quantitative and Qualitative Disclosures About Market Risk      15
--------------------------------------------------------------------------------

PART II.  OTHER INFORMATION                                               16
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Item 1.   Legal Proceedings                                               16
--------------------------------------------------------------------------------
Item 2.   Changes in Securities and Use of Proceeds                       16
--------------------------------------------------------------------------------
Item 3.   Defaults Upon Senior Securities                                 16
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Item 4.   Submission of Matters to a Vote of Security Holders             16
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Item 5.   Other Information                                               16
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Item 6.   Exhibits and Reports on Form 8-K                                16
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Signatures                                                                17
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<PAGE>


                                INTRODUCTORY NOTE

The following is intended to provide information  comparable 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 currently  required to use
the Edgar system to submit such documents to the SEC but we currently  intend to
do so to make the reports readily available over the internet.

PART I--FINANCIAL INFORMATION

Item 1.   Financial Statements



<PAGE>


                WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                  ASSETS

<S><C><C>                                                        <C>
Current assets:

   Cash                                                          $ 32,372,895
   Accounts receivable, net of allowance for doubtful
   accounts of $1,964,183 as of September 30, 2000                  2,520,600

   Prepaid expenses                                                 1,130,120

   Other current assets                                             1,939,302
                                                                 ------------
      Total current assets                                         37,962,917

Property and equipment, net                                        11,843,396

Intangible assets                                                   2,934,997

Other non-current assets                                            1,788,822
                                                                 ------------
      Total assets                                               $ 54,530,132
                                                                 ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

   Accounts payable                                              $  3,011,308

   Deferred revenue                                                   480,939

   Income tax payable                                                   6,281

   Accrued expenses and other current liabilities                   1,510,517
                                                                 ------------
      Total current liabilities                                     5,009,045

Accrued pension                                                        82,988
                                                                 ------------
      Total liabilities                                             5,092,033
                                                                 ------------

Minority interest                                                      66,552

Shareholders' equity:

     Common shares, par value of $0.01, issued and outstanding
     shares of 24,723,327 as of September 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 September 30, 2000             8,889

Additional paid-in capital - common shares                         53,744,501

Additional paid-in capital - preferred shares                      13,291,101

Accumulated deficit                                               (17,992,892)

Accumulated other comprehensive income                                 72,715
                                                                 ------------
      Total shareholders' equity                                   49,371,547
                                                                 ------------
      Total liabilities and shareholders' equity                 $ 54,530,132
                                                                 ============

</TABLE>

        The accompanying notes are an integral part of these condensed
                      consolidated financial statements


<PAGE>


                WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                   NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S><C>     <C>                                                    <C>
Revenues:

   Service revenue                                                $ 7,099,790

Costs and expenses:

   Direct cost of service revenue                                  12,129,912

   Depreciation and amortization                                    1,493,449

   Selling, general and administrative                             10,694,278

   Research and development                                           398,257

           Operating loss                                         (17,616,106)

Interest expense                                                      (11,454)

Interest income                                                       756,527

Foreign exchange gain, net                                             40,025

Gain on disposal of short-term investments                          6,230,081

Other loss, net                                                      (218,097)

           Loss before income taxes and minority interest         (10,819,024)

Income tax expense                                                 (1,033,487)

           Loss before minority interest                          (11,852,511)

Minority interest in net loss of subsidiaries                          93,962

           Net loss                                              $(11,758,549)
                                                                  ===========

Net loss per common share                                        $      (0.52)
                                                                  ===========

Weighted average common shares outstanding                         22,658,512
                                                                  ===========

</TABLE>

        The accompanying notes are an integral part of these condensed
                      consolidated financial statements



<PAGE>


                WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S><C><C>                                                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                       $(11,758,549)

   Adjustments to reconcile net loss to cash used in
   operating activities:

      Minority interest in net loss                                    (93,962)

      Bad debt expense                                                 615,635

      Depreciation and amortization                                  1,493,449

      Gain on disposal short-term investments                       (6,230,081)

   Changes in operating assets and liabilities:

      Accounts receivable                                               16,617

      Inventories                                                        8,661

      Prepaid expenses and other current assets                     (2,539,495)

      Other non-current assets                                        (333,590)

      Accounts payable                                               1,027,609

      Income tax payable                                                   800

      Accrued expenses and other current liabilities                 2,007,561

      Accrued pension                                                     (317)
                                                                  ------------

      Cash used in operating activities                            (15,785,662)

CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from disposal short-term investments                     6,477,918

   Maturities of short-term investments                                225,786

   Additions to property and equipment                              (9,407,054)

   Additions to software cost and intangible assets                    (51,288)

   Additions to other non-current assets                            (1,080,082)
                                                                  ------------

      Cash used in investing activities                             (3,834,720)

<PAGE>

CASH FLOWS FROM FINANCING ACTIVITIES:

   Net decrease in short-term borrowings                              (641,500)

   Net decrease in payables to related party                          (120,000)

   Issuance of common shares                                        41,057,709

   Issuance of preferred shares                                      9,999,990
                                                                  ------------

      Cash provided by financing activities                         50,296,199

   Effect of exchange rate changes on cash                              44,105
                                                                  ------------

   Net (decrease) increase in cash                                  30,719,922

   Cash at beginning of year                                         1,652,973
                                                                  ------------

   Cash at end of year                                            $ 32,372,895
                                                                  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Cash paid for:

      Interest                                                          11,454

      Income taxes                                                      13,289

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>

                WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
            Condensed Consolidated Statement of Shareholders' Equity
 Years ended December 31, 1998 and 1999 and nine months ended September 30, 2000
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                               Accumulated other
                                                                                               comprehensive income
                                                                                               (loss)
                                                                                                            Unrealized
                                                                                                            holding
                                                             Additional paid-in                Foreign      gain on
                                                             capital                           currency     marketable Total
                          Common shares     Preferred shares Common    Preferred  Accumulated  translation  equity     shareholders'
                        Shares     Amount   Shares  Amount   Shares     Shares     deficit     adjustment   security   equity
<S>                     <C>        <C>        <C>  <C>     <C>        <C>          <C>          <C>         <C>        <C>
Balance at January 1,
  1998                  5,000,000  $50,000    -    $ -     $1,739,501 $     -      $  (319,366) $(215,509)  $  -       $1,254,626
Issuance of common
  shares for cash       4,989,994   49,900    -      -      1,419,392       -            -          -          -        1,469,292
Net loss                     -        -       -      -          -           -         (212,599)     -          -         (212,599)
Foreign currency
  translation
  adjustment                 -        -       -      -          -           -            -         69,258      -           69,258
                       ---------- -------- ------- ------ ----------- ----------- -------------  --------   ---------- ----------
Balance at December
  31, 1998              9,989,994   99,900    -      -      3,158,893       -         (531,965)  (146,251)     -        2,580,577
Stock split effected
  in the form of a
  stock dividend        3,999,000   39,990    -      -      1,169,215       -       (1,209,205)     -          -            -
Issuance of common
  shares for cash       5,472,000   54,720    -      -      5,694,681       -            -          -          -        5,749,401
Issuance of common
  shares to employees
  at no cost              179,000    1,790    -      -      2,683,210       -            -          -          -        2,685,000
Compensation cost
  incurred by
  shareholders               -        -       -      -         31,626       -            -          -          -           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             19,639,994  196,400    -      -     12,737,625       -       (6,234,343)   19,750   3,564,517   10,283,949
Net loss                     -        -       -      -          -           -      (11,758,549)     -          -      (11,758,549)
Realized holding gain
  on marketable
  security                   -        -       -      -          -           -            -          -     (3,564,517)  (3,564,517)
Foreign currency
  translation
  adjustment                 -        -       -      -          -           -            -        52,965       -           52,965
Issuance of common
  shares for cash       5,083,333   50,833    -      -     41,006,876       -            -          -          -       41,057,709
Issuance of preferred
  shares for cash            -        -    888,888  8,889       -      13,291,101        -          -          -       13,299,990
                       ---------- -------- ------- ------ ----------- ----------- ------------- --------  ----------  -----------
Balance at September
  30, 2000             24,723,327 $247,233 888,888 $8,889 $53,744,501 $13,291,101 $(17,992,892) $ 72,715  $    -      $49,371,547
                       ---------- -------- ------- ------ ----------- ----------- ------------- --------  ----------  -----------

</TABLE>

        The accompanying notes are an integral part of these condensed
                      consolidated financial statements

<PAGE>

                          WHEREVER.net Holding Corp
              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 (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>



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 (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 September 30,
2000, we operated  gateways at 105 points of presence (or POPs). For the quarter
ended   September   30,  2000,   we  carried   45.1   million   minutes  on  our
privately-managed  network,  a 204.7% increase over the total minutes carried in
the previous  quarter.  For the month of October  2000,  we carried 26.8 million
minutes on our network. Dialogic Corporation, a subsidiary of Intel Corporation,
manufactures  our  gateways  using  our  proprietary  software.  We do not  sell
gateways,  but  rather  place  them  at our  customers  and  business  partners'
premises,  retaining  ownership rights.  This allows 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

<PAGE>

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,  Japan's KDDI, Jitong  Communications and
China  Netcom  are  intended  to  give  us  access  to  more  rapid   technology
development, network deployment and penetration of the corporate 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.

      In May 2000, we completed our initial public offering and issued 4,500,000
American  Depositary  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

NINE MONTHS ENDED SEPTEMBER 30, 2000

      There have been substantial  planned changes in the nature of our business
during the nine-month  period ended September 30, 2000. As a result,  we are not
providing  any  comparison  to the  nine-month  period ended  September 30, 1999
because the results for that period are not comparable and any comparison  would
not be meaningful.

      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 specified minute-based amount for off-network usage. During the
nine-month  period ended September 30, 2000, we recorded revenues of $7,099,790.
During the quarter ended September 30, 2000,  revenues were $4,510,769,  a 74.2%
gain  over the  six-month  period  ended  June 30,  2000.  On an  average  month
comparison,  monthly revenues for the third quarter  represented a 248% increase
over an average month for the six months ended June 30.

<PAGE>

      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 nine  months  ended  September  30,  2000,  direct cost of service
revenue was $12,129,912.  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. For the third quarter,  direct cost of
service  revenue of $7,416,605  represented  164% of revenues,  a slight decline
from the 182%  recorded for the first six months of the year. We expect that the
ratio of cost-to-revenue will decrease over time, as volume increases, contracts
are renegotiated, and more optimal traffic mixes are achieved.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
$1,493,449  during the nine-month  period ended September 30, 2000 and consisted
primarily in depreciation of network equipment.  We hold ownership rights to all
of our deployed  gateways.  Of such  amount,  $837,979 was recorded in the third
quarter, a 27.9% increase over the $655,470 recorded for the first six months of
the year.

      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 $10,694,278 for the
nine months ended  September 30, 2000, of which  $4,767,203  was recorded in the
third quarter.  The third quarter amount represented  105.7% of revenues,  which
compares with $5,927,075, representing 228.9% of revenues recorded for the first
six months.

      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 nine months ended September 30, 2000 were $398,257 and for the quarter ended
September 30, 2000 were $148,167,  excluding salary expenses, which are included
as selling, general and administrative expenses.

<PAGE>

      INTEREST  INCOME AND  INTEREST  EXPENSE.  Interest  expense  is  primarily
comprised of interest on short-term  notes  incurred prior to our initial public
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 nine-month  period
ended September 30, 2000 was $17,616,106.  The loss was incurred  primarily as a
result of ramp-up costs and expenses in  developing  our IP network and internal
systems.  This  operating loss  represented  approximately  248% of revenues,  a
decline from the 346% ratio  recorded for the first six months.  For the quarter
ended  September 30, 2000, we recorded loss from  operations of  $8,659,186,  or
192% of revenues.

      LIQUIDITY  AND  CAPITAL  RESOURCES.  As of  September  30,  2000,  we  had
approximately $32.4 million in cash and liquid  investments.  We believe that we
have  sufficient  liquidity  and capital  resources to implement  our  2000-2001
business plan. However,  depending on the growth rate experienced in the earlier
months of 2001, 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  nine-month  and
three-month  periods ended  September 30, 2000, we generated  negative cash flow
from  operating  activities  of  approximately  $15.8  million and $8.5 million,
respectively, for the reasons discussed above.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

      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  offset 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>

PART II--OTHER INFORMATION

Item 1. Legal Proceedings

      From time to time, we are involved in various legal  proceedings  relating
to claims arising in the ordinary course of business.

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  September  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 period ended September 30, 2000.



<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: November 13, 2000
    --------------------------
Chung-Pin (Johnny) Lee
Chief Executive Officer


By: /S/ FERNANDO BENSUASKI                Date: November 13, 2000
    --------------------------
Fernando Bensuaski
Chief Financial Officer