SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended June 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
Commission file number 814-00689
iWORLD PROJECTS & SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 76-0784328
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
412 Brevard Avenue, Cocoa, FL 32922
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, Including Area Code (321)-433-4911
Former Name, Former Address and Former Fiscal Year, if Changed Since last
Report.
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
Indicate by check mark whether the Registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). Yes No x
iWORLD PROJECTS & SYSTEMS, INC.
This Quarterly Report on Form 10-Q contains historical information and
forward-looking statements. Statements looking forward in time are included in
this Form 10-Q pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. They involve known and unknown risks and
uncertainties that may cause iWorld Projects & Systems (the Company) actual
results to differ from future performance suggested herein.
INDEX
PAGE NO.
PART I.
FINANCIAL INFORMATION
Item 1. 3
Financial Statements 3
Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004 F-1
Consolidated Statements of Operations for the three-month and
Six-month period ended June 30, 2005 F-3
Consolidated Statements of Stockholder Equity
for the three-month and six month periods ended June 30, 2005 F-4
Notes to Financial Statements F-5
Item 2.
Management Discussion and Analysis of Financial Condition
and Results of Operations 4
Item 3.
Quantitative and Qualitative Disclosures about Market Risk 6
Item 4.
Controls and Procedures 7
PART II.
OTHER INFORMATION 7
Item 1.
Legal Proceedings 7
Item 2.
Changes in Securities and Use of Proceeds 7
Item 3.
Defaults Upon Senior Securities 7
Item 4.
Submission of Matters to a Vote of Security Holders 7
Item 5.
Other Information 7
Item 6.
Exhibits and Reports on Form 8-K 8
Signatures 8
- -2-
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
iWORLD PROJECTS & SYSTEMS, INC.
BALANCE SHEETS
at June 30, 2005 (unaudited) and December 31, 2004
June 30, December 31,
2005 2004
--------------- -----------------
Assets:
Cash and cash equivalents $ 240 $ -
Interest due from portfolio companies 10,177 -
----------- ------------
Total Current Assets $ 10,417 $ -
Other Assets
Loans to Portfolio Companies $ 411,996 $ -
Deposits 3,950 -
-------------- ------------
Total Other Assets $ 415,946 $ -
Portfolio Investments $ 10,000,000 $ -
Fixed Assets
Furniture and fixtures 1,132 -
-------------- ------------
Total Assets $ 10,427,495 -
============== ============
Liabilities
Short term Liabilities:
Accounts payable $ 18,371 $ 2,500
Short-term notes payable 509,710 -
Other short term liabilities 352,501
-------------- ------------
Total Short term Liabilities 880,582 2,500
Long term Liabilities: - -
-------------- -------------
Total Long Term Liabilities $ - $ -
-------------- -------------
Total Liabilities $ 880,582 $ -
-------------- ------------
Stockholders' Equity:
Common Stock, Par value $.00001
Authorized 2,000,000,000 shares,
Issued 110,887,051 and 5,037,051 Shares
at June 30, 2005 and December 31, 2004 1,109 50
F-1
Paid-In Capital 11,027,801 28,860
Less: Subscriptions receivable (1,359,710) -
Accumulated Deficit (122,287) (31,410)
-------------- ------------
Total Stockholders? Equity 9,546,913 (2,500)
-------------- ------------
Total Liabilities and
Stockholders? Equity $ 10,427,495 $ -
============== ===========
The accompanying notes are an integral part of these financial
statements.
F-2
iWORLD PROJECTS & SYSTEMS, INC.
STATEMENTS OF OPERATIONS
For the three For the six
months ended months ended For the year
June 30, 2005 June 30, 2005 ended
------------------------------ December 31,
Unaudited) (unaudited) 2004
-------------- -------------- -----------------
Revenues: $ 10,177 $ 10,177 $ -
Expenses:
General and Administrative 70,307 101,054 16,000
------------- -------------- ----------------
Net Loss $ (60,130) $ (90,877) $ (16,000)
============= ============== ================
Basic & Diluted loss
per share $ (0.003) $ (0.0009)
============= ==============
Weighted average shares
outstanding 110,887,051 9,123,456
============= ==============
Net Asset Value per share $ 0.091 0.087
The accompanying notes are an integral part of these financial
statements.
F-3
iWORLD PROJECTS & SYSTEMS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
SINCE JULY 16, 1997 (INCEPTION) TO JUNE 30, 2005
(unaudited)
Common Stock Paid-In Retained Subscriptions Stockholder
Shares Par Value Capital Earnings Receivable Equity
----------------------------------------------------------------
Balance at July 16, 1999 (inception) - $ - $ - $ - $ - -
Common Stock Issued
For Services 1,542,051 15 15,395 - - 15,410
Net Loss - - - (15,410) - (15,410)
------------------------------------------------------------------
Balance at December 31, 1999 1,542,051 15 15,395 (15,410) - -
------------------------------------------------------------------
Balance at December 31, 2000 1,542,051 15 15,395 (15,410) - -
------------------------------------------------------------------
Balance at December 31, 2001 1,542,051 15 15,395 (15,410) - -
------------------------------------------------------------------
Balance at December 31, 2002 1,542,051 15 15,395 (15,410) - -
------------------------------------------------------------------
Balance at December 31, 2003 1,542,051 15 15,395 (15,410) - -
Shares issued for services 1,600,000 16 15,985 - - 16,000
Acquisition of Silesia
Enterprises 1,895,000 19 (2,519) - - (2,500)
Net Loss - - - (16,000) - (16,000)
------------------------------------------------------------------
Balance at December 31, 2004 5,037,051 50 28,860 (31,410) - (2,500)
Shares issued for acquisition
of iWorld Projects & Systems 95,850,000 959 9,999,041 - (360,000) 9,640,000
Shares issued for Subscription 10,000,000 100 999,900 - (999,710) 290
Net Loss - - - (90,877) (90,877)
-------------------------------------------------------------------
Balance at June 30, 2005 110,887,051 $ 1,109 11,027,801$ (122,287) $(1,359,710) $ 9,546,913
====================================================================
The accompanying notes are an integral part of these financial statements.
F-4
iWORLD PROJECTS & SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005
(unaudited)
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN
On December 15, 2004 the Company filed a Form N-54A, Notification with the
Securities and Exchange Commission electing to become a Business Development
Company pursuant to Sections 55 through 65 of the Investment Company Act of
1940.
iWorld was in the developmental stage since inception until the First Quarter
of 2005 and its operations up to that date had been limited to issuing shares
and other organizational matters. During the First Quarter of 2005, the
Company acquired all of the outstanding shares of a private Florida holding
company then known as iWorld Projects & Systems, Inc., on a stock for stock
exchange, as reported on a Form 8-K filed with the SEC on February 25, 2005.
A total of 95,850,000 common shares of the Company were issued in the
acquisition at a valuation of $0.104 per share, based on the Company?s
Investment Committee determination that the portfolio investments acquired
should be valued at $10 million.
During the First Quarter, the Company also entered into a convertible
debenture agreement with Longview Equity Fund and Longview International Fund
for a total of $500,000 and executed a convertible note in the amount of
$10,000 in favor of Golden Gate Investors, Inc. The Company also entered into
subscription agreements to raise additional funds from private sources under
the 1-E exemption offering, in the total amount of $360,000. The Company
subsequently closed on the acquisition of Prime Group, Inc., a Texas
construction project management company and acquired Corinth Town Center, LLC.
At June 30, 2005, the Company had portfolio investments in iWorld Systems &
Services, Inc. (formerly iWorld Projects & Systems, Inc. (Florida)), Process
Integrity, Inc., Prime Group, Inc., Applied Management Concepts, Inc.,
PM Forum.org, Inc. and Corinth Town Center, LLC.
During the First Quarter of 2005, the Company issued 10 million shares of its
common stock in return for a subscription for $1 million in funding and an
agreement to make the related contributions over a two year period. No
additional shares were issued during the Second Quarter of 2005, ending June
30, 2005. As a result, a total of 110,887,501 common shares of the Company
were outstanding as of June 30, 2005.
iWorld will attempt to locate and negotiate with other eligible portfolio
companies for iWorld to invest in, lend funds to, acquire an interest in and/or
possibly manage. iWorld intends to offer managerial assistance to eligible
portfolio companies in which it invests.
As a business development company, iWorld intends to raise money to
acquire interests in small private business, as well as larger companies.
The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a "going concern", which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations. F-5
iWORLD PROJECTS & SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED June 30, 2005
(unaudited)
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (Continued)
Certain conditions and events could cast doubt about the Company's ability to
continue as a "going concern" and the financial statements included in the
Companys 10-K report for 2004 contained a statement regarding the ability of
the Company to continue as a going concern. The Company has incurred net
losses of approximately $60,130 for the three months ended June 30, 2005 and
$90,877 for the year to date through June 30, 2005, and requires additional
financing in order to finance its business activities and proposed acquisitions
on an ongoing basis. The Company, however, has signed subscriptions for an
additional $1,359.710, and believes that its current and committed capital will
be sufficient to meet its obligations and plans for the next twelve months.
The Company is actively pursuing alternative financing and has had discussions
with various third parties, although no firm commitments have been obtained.
The Company's future capital requirements will depend on numerous factors
including, but not limited to, continued progress in finding additional
acquisition candidates, funding of its existing portfolio companies and the
pursuit of business opportunities.
These financial statements do not reflect adjustments that would be necessary
If the Company were unable to continue as a "going concern". While management
believes that the actions already taken or planned, will mitigate the adverse
conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful. If the Company were unable
to continue as a "going concern," then substantial adjustments would be
necessary to the carrying values of assets, the reported amounts of its
liabilities, the reported revenues and expenses, and the balance sheet
classifications used.
Nature of Business
The Company has no products or services as of June 30, 2005 since it is a
business development company and is precluded from offering products or
services directly. The Company was organized as a vehicle to seek merger or
acquisition candidates. The Company intended to acquire interests in various
business opportunities, which in the opinion of management would provide a
profit to the Company. On December 15, 2004 the Company filed a notification
under Form N54a with the United States Securities and Exchange Commission
("SEC") indicating its election to be regulated as a business development
company ("a BDC") under the Investment Company Act of 1940. In connection with
this election, the Company has adopted corporate resolutions and intends to
operate as a closed-end management investment company.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada as Silesia
Enterprises, Inc. On December 27, 2004, the Company merged with Organic
Solutions, Inc., also a Nevada corporation, and the surviving entity then
changed its name to iWorld Projects & Systems, Inc. The Company?s
common shares are listed for trading on The Pink Sheets under the symbol IWPS.
iWORLD PROJECTS & SYSTEMS, INC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005
(unaudited)
(Continued)
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
This summary of accounting policies for iWorld Projects & Systems, Inc. is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and
have been consistently applied in the preparation of the financial statements.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are
not being held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Concentration of Credit Risk
The Company has no off-balance-sheet concentrations of credit risk such as
foreign exchange contracts, options contracts or other foreign hedging
arrangements.
NOTE 3 - INCOME TAXES
As of June 30, 2005, the Company had a net operating loss carryforward for
income tax reporting purposes of approximately $122,000 that may be offset
against future taxable income through 2025. Current tax laws limit the amount
of loss available to be offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carryforwards will expire unused. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.
NOTE 4 - DEVELOPMENT STAGE COMPANY
The Company had not begun principal operations until the First Quarter of 2005
and as is common with a development stage company, the Company has had
recurring losses during its development stage. The Company's financial
statements are prepared using generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However, the
F-7
iWORLD PROJECTS & SYSTEMS, INC
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005
(unaudited)
(Continued)
NOTE 4 ? DEVELOPMENT STAGE COMPANY (Continued)
Company currently has significant cash or other material assets, including
portfolio investments, and has an expected source of revenues from
repayment on loans to portfolio investment subsidiaries which should be
sufficient to cover its operating costs and to allow it to continue as
a going concern.
NOTE 5 ? COMMITMENTS
As of June 30, 2005 substantially all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the company for the use of
these facilities and there are no commitments for future use of the
facilities.
The Company currently does not have any employment agreements in place with
its principal officers and has no approved policy for compensation of its
independent directors. The Compensation Committee of the Board of Directors,
made up entirely of independent directors, recommended compensation
arrangements for the Company?s officers and independent directors during the
Second Quarter of 2005 for approval at the next meeting of the Board of
Directors.
NOTE 6 COMMON STOCK
On March 31, 2005 the Company issued 95,850,000 shares of common stock to the
shareholders of iWorld Projects & Systems, Inc. (?iWorld Florida?) at a price
of $0.104 per share in exchange for all of the outstanding shares of iWorld
Florida, as a portfolio investment of the Company.
On December 16, 2004, the Company (as Silesia Enterprises, Inc.) filed an
offering to sell common stock equal to $5,000,000 under Regulation E
promulgated under the Securities Act of 1933 at prices between $.05 and $5.00
per share. The offering became effective on December 28, 2004. As of March 31,
2005 the Company had issued 10,000,000 shares at $.10 per share.
No common shares were issued during the period ended June 30, 2005.
F-8
Item 2. Management?s Discussion and Analysis of Financial Condition and
Results of Operations.
Three-month Period Ended June 30, 2005 as Compared to the Similar Period in
2004
Since the company was a development stage company during 2004 and had no
operations during that period, a comparison of the respective periods in 2004
and 2005 is not meaningful and is therefore omitted.
Liquidity and Capital Resources
We conducted limited operations until the first quarter of 2005, when we under
took the acquisition of several portfolio investments and raised capital for
further acquisitions and expanded operations.. As a Business Development
Company under the Investment Company Act of 1940, we have been organized to
provide investors with the opportunity to participate, with a modest amount in
venture capital, in investments that are generally not available to the public
and that typically require substantially larger financial commitments. In
addition, we will provide professional management and administration that might
otherwise be unavailable to investors if they were to engage directly in
venture capital investing.
On March 31, 2005, the Company entered into two Convertible Notes (the Notes),
one in the amount of $350,000 in favor of Longview Equity Fund, LP and the
other in the amount of $150,000 in favor of Longview International Equity Fund,
LP. Each of the Notes has a maturity of fifteen months and bears interest at
the rate of four over prime, but not less than eight percent. In the event of
a default, the interest rate increases by five percentage points. Each of the
Notes is repayable in ten equal monthly installments of principal and interest
commencing July 1, 2005. Each monthly installment payment of principal and
interest may be converted into common stock of the Company at a fixed
conversion price of $0.12 per share under certain circumstances, provided that
the result of any conversion would not result in the holder of the Notes
holding more than 4.99 percent of the common shares then outstanding. The
Company also pledged certain assets as security for repayment of the Notes.
There were no personal guarantees or recourse provisions against any
third person in the Notes. In addition, Longview Equity Fund, LP was granted a
five year warrant to purchase up to 2,916,667 shares of common stock of the
Company at an exercise price of $0.18 per share, and Longview International
Equity Fund, LP was granted a five year warrant to purchase up to 1,250,000
shares of common stock of the Company, also at an exercise price of $0.18 per
share. The Company was unable to pay the first installment of principal and
accrued interest due on the Notes on July 1, 2005 due to a delay in receiving
amounts due under a subscription agreement outstanding. As a result, notice
of default was issued on the Notes and the holders of the Notes have
instituted an action to recover on the Notes. See, Legal Proceedings.
On March 15, 2005, the Company entered into a deferred subscription agreement
With Golden Gate Investors for a total of $1 million in funding, payable over
two years, and issued 10 million shares of its common stock for the deferred
payments, which will be made in installments commencing in July 2005. A total
of $29,000 has been received under this subscription agreement through June 30,
2005. In addition, the Company entered into a convertible promissory note in
the amount of $10,000 with the same party, payable in two years at 5 percent
-3-
interest, convertible into stock of the Company at a conversion price of the
lesser of $0.50 per share or 80 percent of the average price of the five lowest
volume weighted average trading days prior to the election to convert.
On March 31, 2005, the Company acquired all of the outstanding shares of
iWorld Projects & Systems, Inc., a Florida corporation. 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
Company issued 95,850,000 Common shares at an agreed value of $0.104 per share,
to acquire all of the shares of IWSS, 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. The Florida corporation subsequently changed its
corporate name to iWorld Systems & Services, Inc. (IWSS). The current
officers and directors of the Company were the officers and directors of the
Florida corporation and became the officers and directors of the Company in
the acquisition transaction.
IWSS was 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. IWSS has a management team of experienced executives and
internationally recognized experts in project management. IWSS had two
wholly-owned operating subsidiaries, Process Integrity, Inc., based in
Arlington, Texas; and Applied Management Concepts, Inc., based in Clearwater
(Houston), Texas. The company had 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,
and Corinth Town Center LLC, a real estate development project,
which was later closed in May, 2005. IWSS had engaged in several
rounds of private financing prior to its acquisition by the Company.
At June 30, 2005, the Company held $10,427,495 in assets, including its
portfolio investments acquired through the acquisition of iWorld Florida,
as compared to $0 in assets at December 31, 2004.
Cash and cash equivalents from inception through December 31, 2004 have
been insufficient to provide the operating capital necessary to operate the
Company. The necessary capital to operate the Company was initially
provided by the principals and founders of the Company in the form of both
debt and capital stock issuances as set forth in the financial statements
incorporated herein. In order to raise capital, the Company, on December 16,
2004, filed a Form 1-E with the SEC, proposing to sell up to $5,000,000 of its
common stock at prices between $0.05 and $5.00. Pursuant to the 1-E exemption,
the Company accepted subscriptions for a total of 10,000,000 shares of common
stock at the price of $0.10 to a private purchaser.
The Company believes that its liquidity and capital resources are adequate to
satisfy its current operational needs as well as its investment objectives.
Results of Operations
Investment Income and Expenses
For the six months ended June 30, 2005, the Company had investment (interest)
income of $10,177, representing accrued interest on loans to portfolio and
-4-
operating expenses of $30,747, resulting in a net loss of ($30,747). For the
three months ended June 30, 2004, the Company (as Silesia Enterprises) had no
investment income, and no operating expenses, resulting in no net gain or
loss. The increase in expenses for the six months ended June 30, 2005 over the
same period in 2004 resulted from the Company commencing its primary
operations. The expenses consist of general and administrative expense of
$30,747. The general and administrative expense consisted primarily of legal
fees and expenses and due diligence expenses associated with the debenture
funding, and general business expenses.
Net Assets
The Company?s net assets were $ 9,546,913, or a net asset value per share of
$0.989 at June 30, 2005. This represents a change from net assets of $0, at
December 31, 2004. This increase in net asset value per share resulted
primarily from the acquisition of portfolio companies, through the acquisition
of iWorld Florida, for stock of the Company.
Application of Critical Accounting Policies
The Company?s Investment and Audit Committees, consisting of independent
Directors of the Company, will make certain critical accounting estimates with
respect to the valuation of private portfolio investments.
Portfolio Investments
As a result of the acquisition of IWSS, the Company acquired portfolio
investments in Process Integrity, Inc. and Applied Management Concepts, Inc.,
Prime Group, Inc., Corinth Town Center LLC and PM Forum.org, Inc.
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 company?s
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
-5-
base of operations near NASA. A second AMCi office will be opened near Cape
Canaveral on Merritt Island in Florida, where IWSS 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 will
serve as the project manager to develop a 17-acre master-planned town center
for a community north of Dallas, being developed by Corinth Town Center, LLC,
which the Company also has acquired, and which will generate additional
projects, revenues and profits for the Company.
The Company?s general plan of operation is to maintain IWSS as a wholly-owned
operating subsidiary to provide management and financing assistance to
portfolio investments in the software, development and support areas, and to
form two additional wholly-owned operating subsidiaries, one to manage and
assist in the financing of project management portfolio investment companies
and the other to manage and assist in funding of other portfolio investments.
It is expected that each of these subsidiaries will have a Board of Directors
made up of directors of the Company, as appropriate, as well as the chief
executive of each portfolio company in that group.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
Equity Price Risk
The Company anticipates that a majority of its investment portfolio will
consist of securities in private companies and private investment funds,
which are not publicly traded. These investments would be recorded at fair
value as determined by the Investment Advisers retained by the Company in
accordance with valuation guidelines adopted by the Board of Directors. This
method of valuation does not result in increases or decreases in the fair
value of these securities in response to changes in market prices. Thus,
these securities would not be subject to equity price risk normally associated
with public equity markets, except that to the extent that the private
investment funds hold underlying public securities, the Company is indirectly
exposed to equity price risk associated with the public markets. Thus, there
is no exposure to equity price risk, estimated as the potential loss in fair
value due to a hypothetical 10% decrease in quoted market prices. At June 30,
2005, the Company held no publicly traded equity securities, although IWSS held
two million shares of FineLine Holdings, Inc., a Pink Sheet traded company
(FNLH), valued at $20,000 and received during 2004 as payment for consulting
services rendered to FineLine Holdings.
-6-
Item 4.
Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. As of June 30,
2005 (the end of the period covered by this report), the Company?s principal
executive officers and principal financial officer evaluated the effectiveness
of the Company?s disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and have concluded that, based on such
evaluation, the Company?s disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company was made
known to them by others within those entities.
(b) Changes in Internal Controls. There were no changes in the Company?s
internal controls over financial reporting identified in connection with the
evaluation of such internal controls that occurred during the Company?s
last fiscal quarter, that have materially affected, or are reasonably likely to
materially affect, the Company?s internal ontrols over financial reporting.
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings.
Longview Equity Fund, LP and Longview International Equity Fund, LP filed suit
in U.S. District Court for the Southern District of New York on July 27, 2005
seeking to recover on the convertible debentures issued to them on March 31,
2005 in the total amount of $500,000 as a result of the Company?s inability to
pay the first installment of principal plus accrued interest due on July 1,
2005. The suit names the company and its CEO, Robert Hipple, as parties and
seeks recovery against both for alleged SEC Rule 10b-5 violations relating to
the issuance of the debenture bonds, and against the Company for a default on
the bonds. No answer or other response is due or has yet been filed.
Item 2.
Changes in Securities and Use of Proceeds.
No securities were issued by the Company during the quarter ended June 30,
2005.
Item 3.
Defaults Upon Senior Securities.
The Company was unable to pay the initial installments of principal and
accrued interest due on the convertible debenture bonds issued on March 31,
2005 and has received a notice of default from the bondholders, which also have
filed suit as a result. See, Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
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Item 6.
Exhibits and Reports on Form 8-K.
(a)
Exhibits.
31.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification of Treasurer Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended June 30, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
iWORLD PROJECTS & SYSTEMS, INC.
Date: August 13, 2005
By: /s/ Robert Hipple
Robert Hipple, Chief Executive Officer/principal executive officer
Date: August 13, 2005
By: /s/ Robert Hipple
Robert Hipple, Treasurer/principal financial officer
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Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, Robert Hipple, certify that:
1. I have reviewed this quarterly report on Form 10-Q of iWorld Projects &
Systems, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash
flows of the registrant as of, and for, the periods presented in this report;
4. The registrant?s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant?s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant?s internal control
over financial reporting that occurred during the registrant?s most recent
fiscal quarter (the registrant?s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant?s internal control over financial reporting; and
5. The registrant?s other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant?s auditors and the audit committee of the registrant?s board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant?s ability to record, process,
summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant?s internal control over
financial reporting.
Date: August 13, 2005
/s/ Robert Hipple
Robert Hipple, Chief Executive Officer
Exhibit 31.2 CERTIFICATION OF TREASURER
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, Robert Hipple, certify that:
1. I have reviewed this annual report on Form 10-Q of IWorld Energy Fund, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash
flows of the registrant as of, and for, the periods presented in this report;
4. The registrant?s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant?s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant?s internal control
over financial reporting that occurred during the registrant?s most recent
fiscal quarter (the registrant?s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant?s internal control over financial reporting;
and
5. The registrant?s other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant?s auditors and the audit committee of the registrant?s board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant?s ability to record, process,
summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant?s internal control
over financial reporting.
Date: August 13, 2005
/s/ Robert Hipple
Robert Hipple, Chief Financial Officer
Exhibit 32.1 Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
b) of section 1350, chapter 63 of title 18, United States Code), each of the
undersigned officers of iWorld Projects & Systems, Inc. (the ?Company?), does
hereby certify, to such officer?s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (the Form
10-Q) of the Company fully complies with the requirements of Section 13 (a) or
15(d) of the Securities Exchange Act of 1934, and the information contained in
the Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: August 13, 2005
/s/ Robert Hipple
Name: Robert Hipple
Title: Chief Executive Officer
Date: August 13, 2005
/s/ David Pells
Name: David Pells
Title: Chief Operating Officer and President
The foregoing certification is being furnished solely pursuant to section 906
of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350,
chapter 63 of title 18, United States Code) and is not being filed as part of
a separate disclosure document.
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