UNITED STATES
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
July 14, 2005
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)
412 Brevard Avenue, Cocoa, FL 32922
(Address of principal executive offices) (ZIP Code)
(407) 810-6125
(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 5.02. RESIGNATION OF REGISTRANT?S DIRECTORS.
On July 13, 2005, the Registrant received the resignations of two of its
directors, Stanley Hirschman and Phil Pearce, as members of the Board,
effective immediately. Mr. Hirschman and Mr. Pearce also are affiliated with
Redwood Grove Capital, the managing director of Longview Equity Fund, LP and
Longview International Equity Fund, LP, and the notice of default issued to
Registrant by the latter regarding the convertible debentures dated March 31,
2005, placed them in an irreconcilable conflict of interest.
Mr. Dan Hodges also has resigned as a member of the Board of Directors of
Registrant due to time commitments for his other business activities, which are
anticipated to keep him from attending meetings of the Board or otherwise to
participate in Board activities.
The remaining members of the Board anticipate filling the resulting
vacancies on the Board shortly and to have all members of the Board of
Directors stand for election at the annual meeting of shareholders of the
Registrant, to be held in late August or early September.
ITEM 8. OTHER EVENTS
On July 13, 2005, the registrant received a notice of default from
Longview Equity Fund, LP and Longview International Equity Fund, LP, with
respect to the convertible debenture notes, totaling $500,000, executed by the
Company on March 31, 2005. The Company was unable to pay the July 1, 2005
installment payment due, with interest because an expected subscription
agreement funding was not received as anticipated. The company expects the
subscription payment to be received shortly, at which time the Company intends
to pay the July 1, 2005 installment due. Although the default notice was
effective as of March 31, 2005, the date of closing, and claims other grounds
for default as well, the Company anticipated resolving all issues as soon as
the July 1, 2005 payment has been made.
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: July 18, 2005
iWORLD PROJECTS & SYSTEMS, INC.
By /s/ Robert Hipple
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Robert Hipple, Chief Executive Officer