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
February 22, 2005
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)
3834 Sunflower Court, Merritt Island, FL 32953
(Address of principal executive offices) (ZIP Code)
(407) 810-6125
(Telephone number, including area code)
520 South Fourth Avenue, Louisville, KY 40202-2577
(Former address if changed since last report)
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))
_____________________________________________________________
Item 5. CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant.
As reported in more detail under Item 8 of this Report, the Registrant
has closed on the acquisition of iWorld Projects & Systems, Inc., a Florida
corporation (iWorld Florida)under the Acquisition Agreement dated December 30,
2004 between the Registrant and iWorld Florida. This acquisition represents
the second reported portfolio company acquisition made by Registrant, as a
Business Development Company under the Investment Company Act of 1940. Under
he terms of the Acquisition Agreement, nine shares of the common stock of
Registrant were issued for each common share of iWorld Florida issued and
outstanding at the time of Closing. At Closing, iWorld Florida had a total
of 9,584,00 common shares outstanding, which resulted in the issue of a total
of 86,256,000 shares of Registrants common stock being issued in the
transaction. The issuance of these shares resulted in the change of control of
Registrant, and the former shareholders of iWorld Florida now hold a majority
(approximately 94.5 percent)of the outstanding shares of Registrant. Prior to
the acquisition, the Registrant had 5,005,564 common shares outstanding and
after the transaction, a total of 91,261,564 common shares are outstanding.
The acquisition, and the resulting change of control of Registrant, was
effective on February 22, 2005. The former shareholders of iWorld Florida
now hold approximately 94.5 percent of the issued and outstanding shares of
Registrant. As part of the transaction, the existing officers and directors
of the Registrant resigned, effective February 22, 2005 and new officers and
directors were appointed, as explained in Item 5.02 of this Report.
The following table reflects the ownership of the common stock of the
Registrant by its officers, directors and more than five percent shareholders
as a result of the acquisition transaction:
Name Position Number of Shares Percent
- --------------------------------------------------------------------------
David Mathie <F1> Director 9,000,000 9.86
Robert Hipple Director, Chairman 4,500,000 <F2> 4.93
David Pells Director, President 7,200,000 <F3> 7.89
Michael Young President, Process 4,950,000 <F4> 5.42
Integrity, Inc.
AJ Collier President, Applied 450,000 0.49
Management Concepts
Hugh Woodward President, PM Forum. 1,440,000 1.58
Org, Inc.
Officers and 27,540,000 30.17
Directors as
a group
------------------------------------------
Dana Hipple<F5> 10,350,000
Nations
International
Investments, Inc 6,750,000 7.40
Edward Naughton 6,300,000 6.90
Robbi Mathie <F6> 4,950,000 5.42
<FN>
<F1> David Mathie holds the shares jointly with his wife Rhonda. David Mathie is
the father of Robbi Mathie.
<F2> Does not include 4,500,000 shares held by Mr. Hipples wife directly,
4,500,000 shares held by Mrs. Hipple as custodian under the uniform gift to
minors act, or 1,350,000 shares held by iTrustFinancial, Inc., a
corporation wholly owned by her.
<F3> Does not include 2,025,000 shares held by Mr. Pells wife, Carla Pells,
1,125,000 shares held by Mr. Pells daughter Camilla Pells, or 1,125,000
Shares held by Mr. Pells as custodian under the uniform gift to minors act
for his son, D.M.C. Pells, as to which Mr. Pells disclaims any beneficial
interest.
<F4> Does not include 2,250,000 shares held by Mr. Youngs adult children and
other relatives, as to which he disclaims any beneficial interest.
<F5> Includes 4,500,000 shares held directly, 4,500,000 shares held as custodian
under the uniform gift to minors act, and 1,350,000 shares held by
iTrustFinancial, Inc., a corporation wholly owned by her. Does not include
4,500,000 shares held directly by her husband, Robert Hipple.
<F6> Robbi Mathie is the son of David Mathie.
</FN>
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As part of the acquisition of iWorld Florida by Registrant, James Reskin, Joe
Bolly and Holly Bryan, the directors and officers of the Company, resigned
Their offices, effective at the close of business on February 22, 2005. Prior
to their resignations, they appointed David Mathie of Sydney, Australia,
Robert Hipple of Florida and David Pells, of Dallas, Texas, as the new Board of
Directors of the Company, effective at the close of business on February 22,
2005. Mr. Hipple also was elected as Chairman and Mr. Pells was elected as
President and Secretary. The new officers and directors will serve until the
next annual meeting of shareholders of Registrant
Robert Hipple, age 60, is an attorney, law professor and senior executive with
35 years experience as president and chief executive officer, chief financial
officer and general counsel, as well as a director, for several public (NYSE,
AMEX and NASDAQ) companies. He also has extensive experience with public
mergers, acquisitions and capital raising, along with personal relations with
investment banks, broker/dealers, and market makers, and has taught both
taxation and federal securities law at Georgetown University Law School, Emory
University Law School, the University of San Diego School of Law and Florida
A&M University College of Law. Mr. Hipple also has been President of
iTrustFinancial, Inc., a Florida based business consulting company since June,
2003, has been a Visiting Professor of Law at Florida A&M University College of
Law, was President and CEO of International Trust & Financial Systems, Inc., a
publicly traded financial services company in 2002 and 2003 and was Senior Vice
President and General Counsel of Enesco, Inc., a New York Stock Exchange listed
company based in the Chicago area from August 1999 to April 2001. Mr. Hipple
also was President and Chairman of iWorld Projects & Systems, Inc., a Florida
corporation, from its incorporation in May, 2004 to the date of its acquisition
by Registrant on February 22, 2005. He is also a member of the Board of
Directors of Bronco Energy Fund, Inc., a public Business Development Company
in the coal mining and related technologies market based in Tucson, Arizona
and serves as Chair of the Audit Committee; and is contract Chief Financial
Officer for Neptune Industries, Inc., a Pink Sheet traded (NPNI) company in
the aquaculture business based in Boca Raton, Florida.
David Mathie, 62, is a former senior partner with Ernst and Young in Europe
with over 35 years of experience in aerospace, automobiles, engineering,
logistics, oil & gas, transportation and international consulting. Mr. Mathie
is a former Vice President of the International Project Management Association
(IPMA), a Founding Member of the Italian Project Management Association and a
Life Member of the Society of Logistics Engineers (SOLE); he is well known and
respected in the international project management community. Based in Australia
since 1997, Mr. Mathie provides project development, project management and
project financing consulting both in Australia and internationally,
specializing in resort projects. He has been closely involved with the
management and development of the Curtis Island resort project in Australia for
over 5 years and is a director of Queensland Resort Enterprises Proprietary
Limited and Curtis Island Beach Resort Proprietary Limited, both private
companies.
David L. Pells, 54, was a program management consultant for KJM Associates, a
Bellevue, Washington, based contractor for the US Federal Transit Agency,
during 1997 through 2000. While with KJM, Mr. Pells provided top level
program management consulting services to the Dallas Area Rapid Transit
Agency on its $2 billion transit build out program and the Central
Puget Sound Regional Transit Authority (Sound Transit) on the $4 billion Sound
Move Transit Program in the Seattle Tacoma area. He was vice president and
director of strategic projects for Infinite Technology Corporation, a publicly
traded system on chip and integrated circuits design company based in
Richardson, Texas, from January 2001 through March 2003. Between March 2003
and May 2004, he was an executive consultant and involved in the planning and
startup of iWorld Projects & Systems, Inc. During 2002, Mr. Pells also served
on the board of directors of the Project Management Institute (PMI), a
non-profit professional project management association based in the
Philadelphia area. Mr. Pells also has been named a PMI Fellow in recognition
of his service to the project management profession. He has recent experience
with governance, investor relations and capital raising for a public company,
and is well known and respected as a global leader in the world of project
management.
The new Board anticipates adding additional Board members shortly to continue
its compliance with Business Development Company requirements under the
Investment Company Act of 1940 that a majority of its Board of Directors be
independent. The Board does not currently have an independent Audit Committee
or Audit Committee member who qualifies as an audit committee financial
expert. However, the Board of Directors has scheduled a Board meeting for
March 8 and 9, 2005 for the purpose of establishing required committees,
establishing necessary corporate governance rules, adding additional Board
members and otherwise meeting the corporate governance requirements.
Item 8. OTHER EVENTS.
The Registrant has closed on the acquisition of iWorld Projects & Systems,
Inc., a Florida privately held corporation (iWorld Florida), as its first
major Business Development Company portfolio acquisition. The acquisition,
which was first announced publicly on January 3, 2005, was closed based on an
Acquisition Agreement between the companies signed on December 30, 2004. The
Registrant issued 86,256,000 Common shares to acquire all of the shares of
iWorld Florida, which has become a wholly-owned subsidiary of the Company in a
transaction valued at $ 10 million, based on the number of shares issued, the
market price of the shares, and the assets and businesses acquired. As part
of the acquisition transaction, the Company also expects to relocate its
principal offices to Dallas, Texas.
iWorld Florida is a holding company with offices in Florida and Dallas, Texas
which was formed for the purpose of locating and acquiring operating
companies in the project management industry as well as supporting
companies and technologies. iWorld Florida has a management team of
experienced executives and internationally recognized experts in project
management. iWorld Florida has two wholly-owned operating subsidiaries,
Process Integrity, Inc., based in Arlington, Texas; and Applied Management
Concepts, Inc., based in Clearwater (Houston), Texas. The company has also
signed a letter of intent to acquire all of the outstanding shares of Prime
Group Associates, Inc., a construction industry project management company
based in Corinth, Texas, which Registrant anticipates closing by early March
2005. Registrant also recently acquired Loday Systems, Ltd of Ontario,
Canada, the owner and operator of two major website for the project management
industry, PM Forum.org and PM WorldToday.net, which was previously announced.
Process Integrity, Inc. is a Texas-based software and services company
specializing in process improvement technologies and solutions. Formed in
1986 by one of Americas top experts in quality and process improvement
methodologies, the company has developed a robust software solution for
ensuring zero defects in manufacturing and other processes. The companys
flagship product has been proven 100% effective in eliminating FDA
compliance problems in the manufacturing of pharmaceutical products,
medical devices and other products subject to federal standards and
regulation. The company has attracted the attention of several large
pharmaceutical companies that have committed to enterprise-wide
implementations of the company software.
Applied Management Concepts, Inc. is a Houston-based company formed in 1993
that sells project management related software, training and consulting
services to large industrial companies in the aerospace, construction,
defense, petrochemical and power industries. AMCi currently has business
relations with aerospace companies working at NASA Johnson Space Center
and some of Americas largest petrochemical companies with plants along
the Houston Ship Canal. AMCi provides the Company with marketing
resources and entree into major industries for other iWorld products and
services. One division of AMCi will provide project planning, scheduling
and management services to customers in the engineering, construction,
petrochemical and oil & gas industries, including plant turnaround services.
Another division will provide PM products and services for the aerospace and
defense industries, and will have an office on NASA Road 1 in Clearlake,
Texas, providing Registrant with a base of operations near NASA. A second
AMCi office will be opened near Cape Canaveral on Merritt Island in Florida,
where iWorld Florida already maintains a corporate office. Future business
opportunities include the opening of branches in major cities around the USA.
The president of AMCi is also currently the president of the Clearlake/
Galveston chapter of the Project Management Institute, which serves
industries and organizations in south Houston, including NASA and various
aerospace, construction, engineering, oil& gas, and petrochemical companies.
Prime Group, Inc. is a construction project management services company
based in the Dallas area that provides turnkey project and design/build
services to commercial property developers and investors. The company
currently has several projects under contract, including a town home
development, small shopping centers and medical offices, with combined
projected revenues of $14.8 million over the next 15 months. Another
5-10 project opportunities have been identified, with potential revenues of
$20+ million. All of these projects can be completed during the next two
years. The company also has an opportunity to develop a 17-acre master-
planned town center for a community north of Dallas, which will generate
additional projects, revenues and profits. According to iWorld
Floridas current business plan, combined revenues from its operating
subsidiaries, including Prime Group Associates, Inc,. for 2005 are expected to
be in the range of $25 to $30 million, provided sufficient working capital
is obtained.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial Statements of Business Acquired
iWorld Florida and its subsidiaries were acquired by Registrant as a portfolio
investment under the Investment Company Act of 1940 (the 1940 Act). As a
Business Development Company (BDC), Registrant will provide management
assistance and expertise as well as capital and financing support to iWorld
Florida and its subsidiaries, in conformity with its business plan and the
requirements of BDC operations under the 1940 Act. As a portfolio investment,
no financial statements are required and the performance of the portfolio
investment will be reported as part of Registrants 1940 Act filings.
b)
Pro Forma Financial Statements
None
(c)
Exhibits
1 Acquisition Agreement iWorld Projects & Systems, Inc. (Nevada) and
iWorld Projects & Systems, Inc. (Florida) dated December 30, 2004.
2 Press release dated February 23, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following person on behalf
of the Registrant and in the capacity thereunto duly authorized, in
Dallas, Texas, on the 23rd day of February, 2005
iWorld Projects & Systems, Inc.
By: __/s/ David L. Pells_________
David L. Pells, President
EXHIBIT INDEX:
Exhibit 1 Acquisition Agreement iWorld Projects & Systems, Inc.
(Nevada)and iWorld Projects & Systems, Inc. (Florida)
dated December 30, 2004.
Exhibit 2 Press Release dated February 23, 2005