UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                   FORM 8-K/A
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1933

                                   May 1, 2006
                Date of Report (Date of earliest event reported)

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                         iWORLD PROJECTS & SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

                                    814-00689
                              (Commission File No.)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                   88-0492267
                      (IRS Employer Identification Number)

          P.O. Box 2115, Addison, TX                                75001-2115
  (Address of principal executive offices)                          (ZIP Code)

                                1(214)236 - 8480
          (Telephone number, including area code of agent for service)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM  8.01.  OTHER EVENTS

     On February 2, 2006,  James Sawyer and Associates  filed a lawsuit  against
the  Company  in the  367th  Judicial  District  Court in Denton  County,  Texas
claiming  default on a promissory  note issued by the Company in connection with
the Company's agreement to purchase the Corinth Town Center LLC. The suit sought
payment of $75,000 plus interest and attorney fees. A default  Judgment  against
the Company was awarded to James Sawyer and Associates by the court on March 27,
2006 in the  amount of  $75,000  plus  interest  of  $4,365 to date plus  $5,000
attorney fees, plus interest  accruing at the rate of $12.33 per day after March
27, 2006.



     Registrant  is  currently  evaluating  the  effect  of these  events on the
Company,  including  impact on the  Company's  current  financial  condition and
future capital requirements.  The Company plans to try to negotiate a settlement
with  James  Sawyer  and  Associates,  to pay all or a  portion  of the  default
judgment,  and to take other  steps as  necessary  to settle  this  lawsuit in a
positive and friendly manner in the near future.

                                   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 hereunto duly authorized.

Date: May 1, 2006

                                           iWORLD PROJECTS & SYSTEMS, INC.


                                         By /s/ David Pells
                                           -------------------------------------
                                           David L. Pells, President, acting CEO