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 September 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 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 September 30, 2005
and December 31, 2004 F-1
Consolidated Statements of Operations for the three-month and
nine-month periods ended September 30, 2005 F-3
Consolidated Statements of Stockholder Equity
for the three-month and nine month periods ended September 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 September 30, 2005 (unaudited) and December 31, 2004
September 30, December 31,
2005 2004
--------------- -----------------
Assets:
Cash and cash equivalents $ (2,460) $ -
Interest due from portfolio companies 22,386 -
------------ ------------
Total Current Assets $ 19,926 $ -
Other Assets
Loans to Portfolio Companies $ 610,454 $ -
Deposits 3,950 -
------------ ------------
Total Other Assets $ 614,404 $ -
Portfolio Investments $ 10,000,000 $ -
------------ ------------
Total Assets $ 10,634,330 -
============ ============
Liabilities
Short term Liabilities:
Accounts payable $ 85,067 $ 2,500
Short-term notes payable 509,564 -
Other short term liabilities 146,562 -
Interest payable 27,800 -
Salaries payable 53,333 -
Taxes payable 13,672 -
---------- ------------
Total Short term Liabilities 835,998 2,500
Long term Liabilities: - -
----------- -------------
Total Long Term Liabilities $ - $ -
Reserve for contingencies $ 150,000 $ -
------------ -------------
Total Liabilities $ 985,998 $ -
------------ -------------
F-1
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
Paid-In Capital 11,398,218 28,860
Less: Subscriptions receivable (1,316,430) -
Accumulated Deficit (434,566) (31,410)
------------ ------------
Total Stockholder Equity 9,670,332 (2,500)
------------ ------------
Total Liabilities and
Stockholders Equity $ 10,634,330 $ -
=========== ===========
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 nine
months ended months ended For the year
September 30, 2005 September 30, 2005 ended
------------------------------ December 31,
Unaudited) (unaudited) 2004
-------------- -------------- ----------------
Revenues: $ 12,209 $ 22,386 $ -
Expenses:
General and Administrative 136,014 240,232 16,000
------------- -------------- ---------------
Net Loss from operations (123,805) $ (217,846) $ (16,000)
Reserve for contingencies (150,000) (150,000) -
------------- -------------- ---------------
Net Loss before interest (273,805) (367,846) (16,000)
Interest Expense (15,323) (27,828) -
------------- -------------- ---------------
Net Loss $ (289,128) (395,674)
============= ============== ===============
Basic & Diluted loss
per share $ (0.026) $ (0.043)
============= ==============
Weighted average shares
outstanding 110,887,051 9,123,456
============= ==============
Net Asset Value per share $ 0.087 $ 0.106
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 SEPTEMBER 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
Conversions - - 370,417 (7,482)
43,280 406,212
Net Loss - - - (395,674)
- - (373,674)
--------------------------------------------------
- -----------------
Balance at September 30, 2005 110,887,051 $ 1,109 11,398,218 $(434,566)
$(1,316,430) $ 9,648,332
====================================================================
The accompanying notes are an integral part of these financial statements.
F-4
iWORLD PROJECTS & SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 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 from 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 determination of
the Investment Committee that the portfolio investments acquired should be
valued at $10 million. The carrying value of this investment portfolio has not
been adjusted by the Investment Committee to date, and remains at the original
carrying cost. A comprehensive review of all of the portfolio companies will
be conducted following the reporting of year end results for each subsidiary
and any adjustments to the carrying value of the portfolio investments will be
made at that time.
During the First Quarter of 2005, the Company 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. A total of $435.70 in
principal on this note has been paid through September 30, 2005 through
delivery of common shares issued in escrow. The Company also entered into
subscription agreements to raise additional funds from private sources in the
total amount of $360,000 during the First Quarter of 2005. The Company
subsequently closed on the acquisition of Prime Group, Inc., a Texas
construction project management company and acquired Corinth Town Center,
LLC.
At September 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 escrow in return for a subscription for $1 million in funding
and an agreement to make the related contributions over a two year period.
An advance payment on this amount was paid in the Second Quarter of 2005 in
the amount of $150,000. As of September 30, 2005, $43,570 of this advance
has been satisfied through release of common shares held in escrow.
F-5
iWORLD PROJECTS & SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
(unaudited)
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (Continued)
No additional shares were issued during the Third Quarter of 2005, ending
September 30, 2005. As a result, a total of 110,887,501 common shares of the
Company were outstanding as of September 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.
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
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 $274,128 for the three months ended September 30,
2005 and $373,674 for the year to date through September 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 $1,316,430, 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.
F-6
iWORLD PROJECTS & SYSTEMS, INC
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
(unaudited)
(Continued)
NOTE 1 NATURE OF BUSIENSS AND OPERATIONS (Continued)
Nature of Business
The Company has no products or services as of September 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 common shares of the
Company are listed for trading on The Pink Sheets under the symbol IWPS.
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.
F-7
iWORLD PROJECTS & SYSTEMS, INC
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
(unaudited)
(Continued)
NOTE 3 - INCOME TAXES
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.
As of September 30, 2005, the Company had a net operating loss carry forward
for income tax reporting purposes of approximately $373,674 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 carry forwards will expire unused. Accordingly, the
potential tax benefits of the loss carry forwards 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
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
Until June 30, 2005, substantially all activities of the Company had 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. During June 2005, the Company leased approximately 1,500 square
feet of office space on a one year lease at a monthly rent of $1,800 in
Cocoa, Florida.
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
F-8
iWORLD PROJECTS & SYSTEMS, INC
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
(unaudited)
(Continued)
NOTE 5 COMMITMENTS (Continued)
arrangements for the officers and independent directors during the
Second Quarter of 2005 for approval at the next meeting of the Board of
Directors. Accrued salaries reflect the salaries approved by the
Compensation Committee, but not yet paid.
NOTE 6 LIABILITIES
Accounts payable of $85,067 reflected on the Balance Sheet at September 20,
2005 is made up of trade accounts payable of $51,067, accrued consulting
expenses of $6,000, and accrued director fees of $28,000.
Accrued interest due of $27,800 is made up of the following:
Longview Equity Fund $ 19,261
Longview International Fund $ 8,255
Golden Gate Investors $ 284
$ 27,800
Other short term liabilities of $146,562 includes $106,430 balance due on the
stock purchase advance from Golden Gate Investors and $40,131 due to
iTrustFinancial, Inc. for payment of operating expenses of the Company.
iTrustFinancial, Inc. is a consulting owned by the wife of the Company?s
Chairman and CEO.
NOTE 7 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 March 14, 2005, the Company issued 10 million shares of common stock in
escrow in connection with a subscription in a total amount of $1 million.
No common shares were issued during the three month period ended September
30, 2005.
F-9
Item 2. Management Discussion and Analysis of Financial Condition and
Results of Operations.
Nine-month Period Ended September 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 had 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 in escrow for the
deferred payments, which will be made in installments commencing in July 2005.
A total of $43,570 has been received under this subscription agreement through
September 30, 2005. In addition, the Company entered into a convertible
-3-
promissory note in the amount of $10,000 with the same party, payable in two
years at 5 percent 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. A total of $43,570 in principal has ben converted into
common stock through September 30, 2005.
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 September 30, 2005, the Company held $10,634,330 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 September 30, 2005 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.
The Company believes that its liquidity and capital resources are adequate to
satisfy its current operational needs as well as its investment objectives.
-4-
Results of Operations
Investment Income and Expenses
For the three months ended September 30, 2005, the Company had investment
(interest) income of $12,209, representing accrued interest on loans to
portfolio and operating expenses of $136,337, resulting in a net loss from
operations of ($124,128). For the three months ended September 30, 2004, the
Company (as Silesia Enterprises) had no investment income, and no operating
expenses, resulting in no net gain or loss. For the nine months ended
September 30, 2005, the Company had investment (interest) income of $22,386,
representing accrued interest on loans to portfolio and operating expenses of
$246,061, resulting in a net loss from operations of ($223,674). The increase
in expenses for the nine months ended September 30, 2005 over the same period
in 2004 resulted from the Company commencing its primary operations. The
expenses for the nine month period consist of general and administrative
expense of $246,061. The general and administrative expense consisted
primarily of legal fees and expenses, due diligence expenses associated with
funding transactions, and general business expenses. In addition, the Company
established a reserve for contingencies in the amount of $150,000 in connection
with the pending litigation with the Longview Equity funds. This resulted in a
total loss for the nine months ending September 30, 2005 of $373,674.
Net Assets
The net assets of the Company were $ 9,670,332, or a net asset value per share
of $0.087 at September 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 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 flagship
product has been proven 100 percent 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.
-5-
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 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 general plan of operation for the Company 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
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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 September
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.
Item 4.
Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. As of September 30,
2005 (the end of the period covered by this report), the principal executive
officer and principal financial officer of the Company evaluated the
effectiveness of the 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 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 internal
controls over financial reporting identified in connection with the evaluation
of such internal controls that occurred during the last fiscal quarter, that
have materially affected, or are reasonably likely to materially affect, the
internal controls of the Company 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 promissory notes issued to them on March 31,
2005 in the total amount of $500,000 as a result of the inability of the
Company 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 promissory notes, and against the Company for a
default on the notes. No answer or other response was due or had yet been
filed as of September 30, 2005.
Item 2.
Changes in Securities and Use of Proceeds.
No securities were issued by the Company during the quarter ended September 30,
2005. -7-
Item 3.
Defaults Upon Senior Securities.
The Company was unable to pay the initial installments of principal and
accrued interest due on the promissory notes 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.
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 September 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: November 14, 2005
By: /s/ Robert Hipple
-----------------------
Robert Hipple, Chief Executive Officer/principal executive officer
Date: November 14, 2005
By: /s/ Robert Hipple
----------------------
Robert Hipple, principal financial officer
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