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:     October 31, 1998

[ ]  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

                             WHAT A WORLD !, INC.
      -----------------------------------------------------------------
      (Exact Name of Small Business Issuer as Specified in Its Charter)

           DELAWARE                                            59-3200879   
-------------------------------                             ----------------   
(State or Other Jurisdiction of                             (I.R.S. Employer   
 Incorporation or Organization)                          Identification Number)

        P.O. BOX 20125
        TAMPA, FLORIDA                                            33622
    ---------------------                                      ----------
    (Address of Principal                                      (Zip Code)
      Executive Offices)                           

                    Issuer's Telephone Number: (727) 577-9366

                                       N/A
  ---------------------------------------------------------------------------
              (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 December 15, 1998, there were
2,118,125 shares outstanding of common stock, $.01 par value per share.

Transitional Small Business Disclosure Format (check one):
                            [ ] Yes     [X] No

<PAGE>

                             WHAT A WORLD!, INC.

                                    INDEX

PART I.  FINANCIAL INFORMATION                                            PAGE
------------------------------                                            ----

Item 1.  Financial Statements (Unaudited):

Condensed Balance Sheets - January 31, 1998 and October 31, 1998---------  3

Condensed Statements of Operations for the Thirteen Weeks Ended 
November 1, 1997 and October 31, 1998 and the Thirty Nine Weeks Ended
November 1, 1997 and October 31, 1998------------------------------------  4

Condensed Statements of Cash Flows for the Thirty Nine Weeks Ended
November 1, 1997 and October 31, 1998------------------------------------  5

Notes to Condensed Financial Statements----------------------------------  6

Item 2.  Management's Discussion and Analysis of Financial Condition
    and Results of Operations--------------------------------------------  8

PART II.  OTHER INFORMATION
---------------------------

Item 5.  Other Information-----------------------------------------------  12

Item 6.  Exhibits and Reports on Form 8-K--------------------------------  12


SIGNATURES---------------------------------------------------------------  13


                                       2
<PAGE>

                             WHAT A WORLD!, INC.

                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              JANUARY 31,    OCTOBER 31,
                        ASSETS                                   1998            1998   
                                                              -----------    -----------
                                                                             (Unaudited)
<S>                                                           <C>            <C>        
CURRENT ASSETS:
   Cash and cash equivalents                                  $   130,713    $    13,178
   Prepaid expenses and other current assets                        6,873          2,715
                                                              -----------    -----------
               Total current assets                               137,586         15,893

PROPERTY AND EQUIPMENT, net                                         2,500          1,375
                                                              -----------    -----------
               Total assets                                   $   140,086    $    17,268
                                                              ===========    ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                           $    30,000    $     2,000
   Accrued  expenses                                               60,950         38,400
   Current maturities of capital lease obligations                  1,518          2,242
                                                              -----------    -----------
               Total current liabilities                           92,468         42,642

CAPITAL LEASE OBLIGATIONS                                           1,849            -0-

STOCKHOLDERS' EQUITY:
   Common stock                                                    21,181         21,181
   Additional paid-in capital                                   4,538,782      4,538,782
   Accumulated deficit                                         (4,514,194)    (4,585,337)
                                                              -----------    -----------
               Total stockholders' equity                          45,769        (25,374)
                                                              -----------    -----------
               Total liabilities and stockholders' equity     $   140,086    $    17,268
                                                              ===========    ===========
</TABLE>




     The accompanying notes are an integral part of these balance sheets.


                                       3
<PAGE>

                             WHAT A WORLD!, INC.

                CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                        13 WEEKS ENDED                     39 WEEKS ENDED
                                             NOVEMBER 1, 1997  OCTOBER 31, 1998  NOVEMBER 1, 1997   OCTOBER 31, 1998
                                             ----------------  ----------------  ----------------   ----------------
<S>                                            <C>               <C>               <C>               <C>        
CONTINUING OPERATIONS:
General and administrative expenses            $    44,569       $    33,946       $   165,672       $    71,143
                                               -----------       -----------       -----------       -----------

Loss from continuing operations                    (44,569)          (33,946)         (165,672)          (71,143)

DISCONTINUED OPERATIONS
Loss from discontinued operations                      -0-               -0-          (487,048)              -0-
(Loss)/gain on disposal of assets and
adjustment to net realizable value of
accounts payable and capital lease
obligations                                            -0-               -0-          (393,741)              -0-
                                               -----------       -----------       -----------       -----------

NET (LOSS)/GAIN                                $   (44,569)      $   (33,946)      $(1,046,461)      $   (71,143)
                                               ===========       ===========       ===========       =========== 

Net loss from continuing operations per
weighted average common and common
equivalent share - basic and diluted           $     (0.02)      $      (.02)      $      (.08)      $     (0.03)

Net loss from discontinued operations per
weighted average common and common
equivalent share - basic and diluted                   N/A               N/A              (.23)              N/A

Net (loss)/gain on disposal of assets and
adjustment to net realizable value of
accounts payable and capital lease
obligations per weighted average common
and common equivalent share - basic and
diluted                                                N/A               N/A              (.19)              N/A

Net (loss)/gain per weighted average
common and common equivalent share -
basic and diluted                              $      (.02)      $      (.02)      $      (.49)      $      (.03)
                                               ===========       ===========       ===========       =========== 

Weighted average common and common
equivalent shares outstanding                    2,118,125         2,118,125         2,118,125         2,118,125
</TABLE>


       The accompanying notes are an integral part of these statements.


                                       4
<PAGE>

                              WHAT A WORLD!, INC.

                CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    39 WEEKS ENDED
                                                          NOVEMBER 1, 1997    OCTOBER 31, 1998
                                                          ----------------    ----------------
<S>                                                          <C>               <C>         
OPERATING ACTIVITIES:
   Net loss                                                  $(1,046,461)      $   (71,143)
   Adjustments to reconcile net loss to net cash and
      cash equivalents used in operating activities:
         Depreciation and amortization                           117,250             1,125
         Loss on disposal of assets and adjustment to
           net realizable value of accounts payable
           and capital lease obligations                         393,741               -0-
         Changes in operating assets and liabilities-
            Decrease in inventories                              198,015               -0-
            Decrease in prepaid expenses and
               other current assets                               28,347             4,148
            Decrease in other assets                              14,812               -0-
            (Decrease) in accounts payable and
               accrued expenses                               (1,239,177)          (50,550)
                                                             ------------      ------------
              Net cash and cash equivalents (used in)
                  operating activities                        (1,488,904)         (116,410)

INVESTING ACTIVITIES:
   Proceeds from Sale Agreement                                  517,795               -0-
                                                             ------------      ------------
              Net cash provided by investing activities          517,795               -0-

FINANCING ACTIVITIES:
   Payments made on capital lease obligations                   (156,419)           (1,125)
                                                             ------------      ------------
              Net cash and cash equivalents used in
                  financing activities                          (156,419)           (1,125)
                                                             ------------      ------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                   (1,127,528)         (117,535)

CASH AND CASH EQUIVALENTS, beginning of period                 1,294,189           130,713
                                                             ------------      ------------

CASH AND CASH EQUIVALENTS, end of period                     $    62,302       $    13,178
                                                             ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the period for interest               $     6,967       $       303
</TABLE>


       The accompanying notes are an integral part of these statements.


                                       5
<PAGE>

                             WHAT A WORLD!, INC.

             NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                               OCTOBER 31, 1998

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The accompanying unaudited condensed interim financial statements of 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 31, 1998,
which are included in the Company's Annual Report on Form 10-KSB filed on May
18, 1998 as amended by the Company's Form 10-KSB/A (Amendment No. 1) as filed on
May 28, 1998.

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.

2.   1994 STOCK OPTION PLAN:

Following the approval by the Board of Directors and Stockholders of the
Company, effective May 21, 1996, the 1994 Stock Option Plan (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 to grant under
the Stock Option Plan.

As of October 31, 1998, 520,000 options were outstanding under the Stock Option
Plan.


                                       6
<PAGE>


3.   DISCONTINUED OPERATIONS:

In February 1997, the Company's Board of Directors approved the sale of
substantially all the Company's operating assets and to discontinue the
Company's retail business. Accordingly, the Company has accounted for and
presented its financial information consistent with discontinued operations,
which considers all activity related to the support and operation of the
specialty retail business as discontinued operations following the Company's
Board of Directors' decision to approve the sale of assets .

The Company operated its chain of mall-based specialty gift retail stores until
March 10, 1997. On March 7, 1997, the Company and Natural Wonders, Inc. (the
"Buyer") entered into an Asset Purchase Agreement (the "Sale Agreement")
pursuant to which the Company agreed, subject to stockholder approval, to
transfer to the Buyer substantially all of its operating assets (including
specified inventories, fixed assets and tangible personal property, intangible
personal property and contract rights and store leases) in consideration for the
payment by buyer of $517,795 in cash, and the assumption by the buyer of certain
liabilities. In conjunction with the Sale Agreement and in order to immediately
implement the benefits of the Sale Agreement (and to reduce operating losses
which were continuing to be incurred by the Company), the Company and the Buyer
entered into an agreement, effective March 10, 1997 through the closing of the
Sale Agreement, pursuant to which the Buyer operated the Company's specialty
retail gift business.

The net losses of these operations related to the Sale for the thirteen weeks
ended May 3, 1997 are included in the condensed statements of income under
"Discontinued Operations". The net gain or loss reflected in the condensed
statements of income includes the write-down of the assets of the retail
operation to the net realizable values and the cost of disposing these
operations. In addition, in the second quarter of fiscal 1997, the Company
revalued its estimate of a majority of its accounts payable and capital lease
obligation balances and reduced the entire balance by $279,670 to reflect the
realizable value of the total debt based on the Company's negotiation of debt
concessions from its vendors and a lessor, which resulted in a gain on disposal
of assets and adjustment to net realizable value of accounts payable and capital
lease obligation for the second quarter of fiscal 1997 of $279,670 and reduced
the fiscal 1997 year to date loss on disposal of assets and adjustment to net
realizable value of accounts payable and capital lease obligation to $(393,741)
from $(673,411) for the thirteen weeks ended May 2, 1997. There was no
additional activity regarding discontinued operations for the third quarter of
fiscal 1997.

4.   SUBSEQUENT EVENTS:

     The Company is currently engaged in negotiations with a privately-held
Canadian telemarketing services provider (the "Target Company") and the
shareholders of the Target Company regarding a proposed acquisition of the
Target Company by the Company (the "Transaction"). Pursuant to the proposed
Transaction, the Company would acquire from the Target Company's shareholders
all of the outstanding capital stock of the Target Company in consideration for
which the Company would issue to said shareholders shares of the Company's
common stock. As a result, the Target Company would become a wholly owned
subsidiary of the Company and the former shareholders of the Target Company
would hold approximately 86% of the outstanding post-Transaction shares of the
Company's common stock. In connection with the proposed Transaction, the Company
granted to the Target Company the exclusive right, (the "Option"), extended
until March 16, 1999, to negotiate a Transaction with the Company. In
consideration for the Option, the Target Company made payments to the Company in
the aggregate amount of $40,000, a substantial portion of which has been used to
fund transactional expenses and certain general and administrative costs. There
can be no assurance that the Company, the Target Company and the shareholders of
the Target Company will enter into a definitive agreement regarding the proposed
Transaction. Furthermore, in the event the parties do enter into a definitive
agreement, it is contemplated that consummation of the proposed Transaction will
be subject to the satisfaction of certain conditions, including receipt of
shareholder approval of the Transaction from the Company's shareholders. There
can be no assurance that the proposed Transaction will be consummated or, if
consummated, as to the timing thereof.


                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

GENERAL

      The Company was incorporated in July 1993 and, until May 1997, 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. On May 22, 1997, at a special meeting of
the Company's stockholders to vote upon the sale of substantially all the
operating assets of the Company (the "Sale") to Natural Wonders, Inc. (the
"Buyer"), the Sale was approved by more than a majority of the outstanding
shares and the closing of the Sale took place on the same day. Under the terms
of the Sale, the Buyer paid the Company $517,795 in return for substantially all
the operating assets of the Company and the Buyer assumed certain liabilities of
the Company, including liabilities relating to all the store leases. For
accounting purposes, the Sale transaction resulted in a loss on disposal of
assets and adjustment to net realizable value of accounts payable and capital
lease obligation for the thirty nine weeks ended November 1, 1997 of $393,741.

      The description contained herein of the Sale transaction is qualified in
its entirety by reference to the agreements included as exhibits to the 10-QSB
for the period ended May 3, 1997, as filed with the Securities and Exchange
Commission on June 20, 1997, and incorporated herein by reference.

      The Company was organized in July 1993, opened its first store in August
1993, and until the Sale, operated twelve stores. All of the Company's twelve
stores were in operation for over one year at the consummation of the Sale.

      Consummation of the Sale terminated the Company's specialty retail
operations. The Company presently has no operating business. If the proposed
Transaction does not occur, the Company intends to look for acquisition
candidates for a new business for the Company. Accordingly, the Company has a
limited operating history upon which an evaluation of its performance and
prospects can be made.

      The Company is currently engaged in negotiations regarding the proposed
Transaction. In the event the proposed Transaction is not consummated, the
Company may explore other opportunities which arise in the future which it
believes are in the best interests of the Company's stockholders. Such
opportunities could include selling the stock of the Company to raise capital to
make an acquisition or merging with a privately-held company. Any such
acquisition would depend on the availability of attractive acquisition
candidates and the Company's ability to finance any such acquisition. There can
be no assurance that the proposed Transaction or any other acquisition will be
accomplished.

      The Company has used cash proceeds from the Sale to repay debt and,
together with funds received for the Option, fund transactional expenses and pay
ongoing general and administrative costs. The Company intends to use the
remainder of such proceeds to finance its losses from its remaining limited
operations.

      The Company's future operations are subject to various risk factors
including the following: funds available to the Company may not be adequate for
it to acquire an interest in any chosen property, business or opportunity and
there is no assurance funds will be available from any source and, if not
available, the Company will limit its operations to those that can be financed
from existing assets; any business activity the Company undertakes may require
substantial capital which may be difficult to obtain or not available in light
of the Company's financial condition; the Company presently has no business to
generate income; the Company has no operating history in any new line of
business and there can be no assurance that any future activities will be
profitable; the success of the Company will depend on the operations, financial
condition and management of the company or companies, if any, with which the
Company may merge or which it may acquire; the consummation of a business
combination may involve a change in officers and directors of the Company, and
the issuance of securities of the Company to stockholders of any target concern
would result in substantial dilution of present stockholders of the Company and
may result in stockholders of a target company obtaining a controlling interest
in the Company; the loss of part or of the entirety of the Company's management
could have a material adverse effect on the viability of the 


                                       8
<PAGE>

Company; any specific business opportunity may involve an unproven product,
technology or marketing strategy the ultimate success of which cannot be
assured; conflicts of interests may arise with respect to business activities
since directors and officers of the Company may be affiliated with businesses
which may in the future engage in various transactions with the Company; the
Company may engage outside advisors in order to supplement the business
experience of the Company's management; management does not anticipate that the
Company will pay dividends in the foreseeable future; other entities have
significantly greater financial resources, technical expertise and managerial
capabilities than the Company and consequently the Company is at a competitive
disadvantage in identifying possible merger or acquisition candidates; there can
be no assurance the Company will be successful in identifying and evaluating
suitable merger or acquisition candidates and in concluding a transaction on
terms favorable to the Company or, if concluded, whether any transaction will
result in a financial return to the Company's stockholders; the Company has not
engaged in market research to determine that demand exists for a merger or
acquisition transaction with the Company; the Company may be unable to diversify
and the Company may be subject to economic fluctuations within a particular
business or industry; the Board of Directors has the power to issue shares of
common stock, and any additional issuance would have the effect of further
reducing the percentage ownership of existing stockholders; and the Company, in
the event it engages in business combinations which result in it holding passive
investments in a number of entities, could be subject to regulation under the
Investment Company Act of 1940 and any violation of such Act would subject the
Company to material adverse consequences.

      This Quarterly Report on Form 10-QSB contains certain forward-looking
statements. Actual results could differ materially from those projected in the
forward-looking statements as a result of the factors described herein,
including, but not limited to, the factors described in the foregoing paragraph.

RESULTS OF OPERATIONS

THIRTEEN AND THIRTY NINE WEEKS ENDED OCTOBER 31, 1998 COMPARED TO THE THIRTEEN
AND THIRTY NINE WEEKS ENDED NOVEMBER 1, 1997

      CONTINUING OPERATIONS

      General and administrative expenses ("G&A") decreased to approximately
$34,000 for the thirteen weeks ended October 31, 1998 (the "Third Quarter of
Fiscal 1998") from approximately $45,000 for the thirteen weeks ended November
1, 1997 (the "Third Quarter of Fiscal 1997"). The Company's G&A expenses
decreased to approximately $71,000 for the thirty nine weeks ended October 31,
1998 from approximately $166,000 for the thirty nine weeks ended November 1,
1997. The primary components of G&A are miscellaneous corporate overhead
expenses, including insurance, transfer agent and printing fees, professional
fees, and wages (including fringe). The decrease in G&A is the result of the
reduction of expenses following the Sale.

      DISCONTINUED OPERATIONS

      For purposes of accounting for the Sale and the resulting presentation as
discontinued operations, including restating the prior comparable periods, the
Company is treating all activity which related to the support and operation of
the Company's specialty retail operation as discontinued operations. The loss
from discontinued operations was $0 in the Third Quarter of Fiscal 1998 and $0
in the thirty nine weeks ended October 31, 1998 as compared to approximately $0
for the Third Quarter of Fiscal 1997 and $487,000 for the thirty nine weeks
ended November 1, 1997. The primary components of discontinued operations
include net sales, cost of sales, selling expenses, certain general and
administrative expenses (expenses that ceased in conjunction with the Sale which
had related to the support and operation of the Company's specialty retail
business), interest and other income, and interest expense. Consummation of the
Sale terminated the Company's specialty retail operations. The Company presently
has no operating business.

      The Company had no activity in regard to the disposal of assets and
adjustment to net realizable value of accounts payable and capital lease
obligations in the Third Quarter of Fiscal 1998 and the thirty 


                                       9
<PAGE>

nine weeks ended October 31, 1998. The Company also had no activity in regard to
the disposal of assets and adjustment to net realizable value of accounts
payable and capital lease obligations in the Third Quarter of Fiscal 1997 but
incurred a loss for the thirty nine weeks ended November 1, 1997 of
approximately, $(394,000).

LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary ongoing capital requirements are anticipated to be
for funding its limited operations and exploring any opportunities to effect the
proposed Transaction or, if the proposed Transaction is not consummated, an
acquisition, whether by merger, exchange of capital stock or other business
combination. There can be no assurance that any such transaction will be
effected. In view of the limited resources of the Company, consideration may be
given to additional equity or debt placement to fund merger and acquisition
activities as well as to fund working capital for general corporate purposes
that might be required to effectuate the Company's business objective.

      The Company had working capital of approximately $(27,000) and $45,000 at
October 31, 1998 and January 31, 1998, respectively. In order to fund its
capital and operating requirements, the Company had in the past been primarily
dependent (i) on cash proceeds received from loans from certain members of the
Board of Directors, from the Company's initial public offering in November 1994
(the "Offering") and, prior thereto, from sales of equity securities to David B.
Cornstein, the Company's Chairman of the Board of Directors, David F. Miller,
the Company's former President, and Edward J. Munley, the Company's former
President, each of whom is a director and founder of the Company (collectively,
the "Original Stockholders"), and (ii) on loans from others. The Company has
used cash proceeds from the Sale to repay debt and, together with funds received
for the Option, fund transactional expenses and pay ongoing general and
administrative costs. The Company will use the remainder of such proceeds to
finance its losses from its remaining limited operations.

      During the first thirty nine weeks of fiscal 1998, cash decreased by
approximately $118,000 to approximately $13,000. 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 $1,000 in indebtedness during the period.

      During the first thirty nine weeks of fiscal 1997, cash decreased by
approximately $1,294,000 to approximately $62,000. The overall decrease in cash
resulted primarily from the Company's repayment of debt and its satisfaction of
a majority of its liabilities following the receipt of the proceeds of the Sale.
The Company repaid approximately $156,000 in indebtedness during the period.

      The Company currently does not maintain any lines of credit or cash
borrowings to finance its reduced capital requirements. Upon payment of
primarily all the Company's capital lease obligations, the Company terminated,
in November 1997, its $100,000 letter-of-credit which had served as collateral
for said obligations.

      During the first thirty nine weeks of fiscal 1998, the Company did not
maintain any inventories as a result of the Company's having discontinued its
retail operations in the Second Quarter of Fiscal 1997.

      During the first thirty nine weeks of fiscal 1997, the Company's
inventories decreased to $0 from approximately $1,207,000 at February 1, 1997.
The decrease was primarily a result of the Company discontinuing its retail
operations in the Second Quarter of Fiscal 1997.

      The Company has used and expects to continue to use, to the extent
available, any remaining cash to finance its losses from its remaining limited
operations. The Company is not presently generating any cash flow to support its
current corporate overhead expense and anticipates operating at a loss for
fiscal 1998.

      The Company has no current arrangements with respect to, or sources of,
additional financing, and it cannot be anticipated that any of the officers,
directors or stockholders will provide any portion of the Company's future
financing requirements. There can be no assurance that additional financing will
be 


                                       10
<PAGE>

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. Any equity
financing may involve substantial dilution to the interests of the Company's
then-existing stockholders. Further, there can be no assurance that, even if the
Company effectuates a business combination, the Company will achieve
profitability or positive cash flow.

YEAR 2000 COMPLIANCE

      Following the Sale, the Company has utilized only a small number of
computer programs in its limited continued operations. The Company is working to
resolve the potential impact of the year 2000 on the ability of the Company's
computerized information system to accurately process information that may be
date-sensitive. Any of the Company's programs that recognize a date using "00"
as the year 1900 rather than the year 2000 could result in errors or system
failures. The Company has not completed its assessment, but given the limited
operations and resources of the Company, the Company believes that in its
current state the costs of addressing this issue will not have a material
adverse effect on the Company's financial position. However, if the Company and
third parties upon which it may rely (or any acquisition candidate as to which
the Company engages in a merger, exchange of capital stock or other business
combination) are unable to address this issue in a timely manner, it could
result in a material financial risk to the Company. In order to assure that this
does not occur, the Company plans to address in a timely manner any significant
year 2000 issues which may arise.


                                       11
<PAGE>

                          PART II. OTHER INFORMATION

ITEM 5.     OTHER INFORMATION

     On September 16, 1998 the President and Secretary of the Company, David F.
Miller resigned the position of President while retaining the Secretary
position. To date, the Company has not named a successor to replace Mr. Miller
as President.

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)



                                       12
<PAGE>

                                   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.

                                            What A World!, Inc.




Date:    DECEMBER 15, 1998           By:    /s/ BRIAN S. LAPPIN
         -----------------                  -----------------------------------
                                            Brian S. Lappin
                                            Vice President of Finance 
                                            (As both a duly authorized officer 
                                            of the Registrant and as Principal
                                            Financial Officer of the Registrant)


                                       13