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