SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
              ----------------------------------------------------

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

                                  June 26, 2006
                Date of Report (Date of earliest event reported)
              ----------------------------------------------------

                         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 June 23, 2006 the Company  reached an agreement with its Transfer Agent,
Securities Transfer  Corporation of Frisco, Texas whereby the Company will issue
two  million  shares of  restricted  common  stock in payment  of the  Company's
outstanding  balance due to Securities  Transfer  Corporation  of  approximately
$6,200.  In  addition,  the  Company  will  receive  a credit  for  $3,000  from
Securities  Transfer  Corporation for future  services.  The shares to be issued
will be restricted  against transfer and the  certificates  marked with a legend
indicating the transfer prohibition



                                   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: June 26, 2006


                            iWORLD PROJECTS & SYSTEMS, INC.


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