**UNITED STATES**


**SECURITIES AND EXCHANGE COMMISSION**


**Washington D.C. 20549**


**FORM 10-QSB**


(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, 2004**





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _________________ to _________________





Commission File No.:**0-29994**





**INFORM WORLDWIDE HOLDINGS, INC.**


(Exact name of registrant as specified in its charter)








**Colorado**
**84-1425882**(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)**2501 North Green Valley Parkway, Suite 110-D Henderson, NV 89014**
****(Address of principal executive offices)


Issuers telephone number: **(702) 317-2300**


**___________________**





Check whether the registrant filed all documents and reports required to be filed by Section 12, 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





**APPLICABLE ONLY TO CORPORATE ISSUERS**





As of November 15, 2004, 183,738,950 shares of our common stock were outstanding.





Transitional Small Business Disclosure Format: Yes  No X











1








Part1: FINANCIAL INFORMATION


ITEM 1- CONDENSED FINANCIAL STATEMENTS


**Inform Worldwide Holdings, Inc.**
**Consolidated Balance Sheet****September 30, 2004**(unaudited)**Assets****Total Assets**

$
0**Liabilities and Stockholders Deficit**Current LiabilitiesAccounts payable

$
35,432Notes payable - related party


174,399Stock to be issued for services


15,000Bank Line of Credit


33,033Total current liabilities


257,864**Total Liabilities**


257,864Stockholders Equity (Deficit)Preferred Stock, no par value,Class A Series 1, Cumulative Convertible: 1,000,000 authorized, 700,000 issued and outstanding


1,171,632Class A: 9,000,000 authorized, none issued and outstanding


-Class A Common Stock, no par value,250,000,000 authorized, 165,738,950 issued and outstanding


8,345,001Accumulated Deficit


(9,998,909
)Net Income


224,412Total Stockholders Equity (Deficit)


(257,864
)Total Liabilities and Stockholders Equity (Deficit)

$
-




See Notes to Financial Statements




2








Inform Worldwide Holdings, Inc.


Consolidated Statements of Operations


(Unaudited)





**Three Months Ended**
**September 30,****2004**


**2003****General and Administrative Expenses**
$
199,800

$
19,150Income (Loss) from operations

(199,800
)

(19,150
)Interest

-


18,758Income from extinquishment of debt

424,212


-Income (loss) before income taxes

224,412


(37,908
)Provision for income taxes

-


-**Net Income**
$
224,412

$
(37,908
)Basic and diluted net income per common share
$
0.01

$
(0.01
)Weighted average common sharesoutstanding

165,738,950


15,238,950






See Notes to Financial Statements





3





**Inform Worldwide Holdings, Inc.**
**Consolidated Statements of Cash Flows**
**(Unaudited)****Three Months Ended**
**September 30,****2004**


**2003**Operating ActivitiesNet income (loss)

$
224,412

$
(37,908
)Adjustments to reconcile net income (loss) to net cashused by operating activities:Depreciation and amortization


-


29Changes in operating assets and liabilities:Increase (decrease) in accounts payable and accrued expenses


(402,714
)

11,261Accounts payable - related party


-


1,735Accrued interest - related party


-


18,758Net cash used by operating activities


(178,302
)

(6,125
)Financing ActivitiesProceeds from notes payable - related parties


174,399


6,392Net cash provided by financing activities


174,399


6,392Increase (decrease) in cash


(3,903
)

267Cash Beginning of Period


3,093


55Cash End of Period

$
-

$
322Supplemental Disclosures of Cash Flow Information:Cash paid during period for:Interest

$
-

$
-Income taxes

$
-

$
-












See Notes to Financial Statements





4


**Inform Worldwide Holdings, Inc.**
 **Notes to Consolidated Financial Statements**
 **September 30, 2004**
 
 **NOTE 1 - ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Basis of Presentation
 
 The financial statements include the accounts of Inform Worldwide Holdings, Inc. (formerly Anything Corporation & Anything Internet Corporation). Prior periods included certain inactive and wholly owned subsidiaries: Inform Worldwide, Inc. (dissolved June 28, 2002), AnythingPC Internet Corporation (dissolved September 1, 2003) and Anything Coffee Corporation (dissolved January 1, 2002). All significant intercompany transactions and accounts were eliminated in the previously consolidated financial statements.
 
 Nature of Organization
 
 The Company had focused its efforts on becoming a location-based services provider and reseller of related software systems while pursuing other business development opportunities.
 
 The Company has ceased its efforts in the field of location-based services and has been exploring other business opportunities. Presently there are no revenues from operations and the Company has needed to raise equity capital and obtain loans from stockholders to meet its operating commitments. There is no agreement or commitment from any other source to continue to provide funds to the Company and there is no assurance that the Company will obtain the needed capital to continue to operate.
 
 As shown in the accompanying financial statements, the Company incurred net income of $224,412 during the three months ended September 30, 2004. As of September 30, 2004, the Companys current liabilities exceeded its current assets by $257,864. Those conditions together with those described above, raise substantial doubt about the Companys ability to continue as a going concern. Management of the Company is developing plans for reduction of its operating expenses and looking for potential acquisition or merger candidates. On November 15, 2004, the Company signed a non-binding letter of intent to acquire Hand Picked Films, Inc. and Hand Picked Management, two related, privately-held companies based in Southern California. Terms of the proposed acquisition are being negotiated. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
 
 Interim Unaudited Financial Statement
 
 The interim financial statements are unaudited and reflect all adjustments (consisting only of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The results of operations for the three months ended September 30, 2004 are not necessarily indicative of the results of the entire year. The financial statements included herein are presented in accordance with the requirements of Form 10-QSB and consequently do not include all of the disclosures normally made in the registrants annual Form 10-KSB filing. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Companys Form 10-KSB for the year ended June 30, 2004.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.
 
 Net income (loss) per share
 
 The Company applies the provisions of Statement of Financial Accounting Standard No. 128, "Earnings per Share (FAS 128). All dilutive potential common shares have an antidilutive effect on diluted per share amounts and therefore have been excluded in determining net loss per share. The Companys basic and diluted loss per share is equivalent and accordingly only basic loss per share has been presented.
  
 5
 
 **Inform Worldwide Holdings, Inc.**
 **Notes to Consolidated Financial Statements**
 **September 30, 2004**
 
 
 **NOTE 2 - RELATED PARTY TRANSACTIONS**
 
 On April 29, 2004, the Company entered into an agreement with a stockholder whereby amounts owing to the stockholder and related affiliates for notes payable, accrued interest and other accrued expenses totaling $1,171,632 would be exchanged for 700,000 shares of Class A, Series 1 Cumulative Convertible Preferred stock. The shares relating to the transaction were issued in July 2004 at which time the liability was satisfied.
 
 On September 30, 2004, the Company issued a demand note with a stockholder in the amount of $174,399 for repayment of expenses made on behalf of the Company.
 
 
  6   **Inform Worldwide Holdings, Inc.**
 **Notes to Consolidated Financial Statements**
 **September 30, 2004**
 
 **NOTE 3 - DISSOLUTION OF SUBSIDIARY**
 
 On June 28, 2002, Inform Worldwide, Inc., a former wholly owned subsidiary of the Company, was dissolved. Certain liabilities previously included in the accompanying balance sheet arose out of transactions consummated by Inform Worldwide, Inc. Management of the Company has been advised by legal counsel that the statute of limitations for any claims relating to these obligations expired during September 2004, and as a result, the Company is no longer liable for these obligations and escheat laws are not applicable to this "circumstance". Such amounts as of June 30, 2004 were as follows:
 
 Accounts Payable

$
207,216Accrued Expenses


216,996Total

$
424,212
 
 The Company recorded $424,212 in debt forgiveness income as a result of this dissolution.
 
 **NOTE 4 - LINE OF CREDIT**
 
 The Company has a $50,000 line of credit with a bank. Payments are due on the 15th of each month and interest accrues at the rate of 13.88% per annum. As of September 30, 2004 the Companys outstanding balance on the line of credit was $33,033. This line of credit is personally guaranteed by a former officer of the Company. At September 30, 2004, the Company was in default in the payment of certain amounts due under the line of credit.
 
 **NOTE 5 - LEASE AND COMMITMENTS**
 
 Prior to June 30, 2002, the Company entered into several operating lease agreements for which it leased office space and equipment. The equipment leases expired during fiscal 2003. In June 2002, the Companys dissolved subsidiary, Inform Worldwide, Inc., abandoned its former headquarters and discontinued making payments due under the lease terms. Under terms of the discontinued lease, Inform Worldwide, Inc. may have been liable for aggregate rental payments of $296,452, which have not been made, and which are included in liabilities on the accompanying balance sheet. As set forth in Note 3, management of the Company has been advised by legal counsel that the statute of limitations for any claims relating to these obligations expired during September 2004, and as a result, the Company is no longer liable for these obligations. The Company no longer leases any facilities.
 
 **NOTE 6 - INCOME TAXES**
 
 As of September 30, 2004, the Company has net operating loss (NOL) carryforwards of approximately $6,431,000. All of the NOLs utilization may be limited due to changes in control of the Company.
 
 Deferred tax liabilities and assets are determined based on the difference between the financial statement assets and liabilities and tax basis assets and liabilities using the tax rates in effect for the year in which the differences occur. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that based on available evidence, are not expected to be realized.
 
 The accompanying balance sheet includes the following:
 
 September 30, 2004Deferred tax asset arising from net operating loss carry-forwards:

$
2,411,000Valuation allowance


(2,411,000
)Net deferred taxes

$
-
 
 The deferred tax asset and valuation allowance decreased by approximately $85,000 during the quarter ended September 30, 2004.
 
  7   **Inform Worldwide Holdings, Inc.**
 **Notes to Consolidated Financial Statements**
 **September 30, 2004**
 
 **NOTE 7 - STOCKHOLDERS EQUITY**
 
 The Company is authorized by its Articles of Incorporation, as amended, to issue an aggregate of 250,000,000 shares of Class A common stock, no par value, ("common stock"); 25,000,000 shares of Class B common stock, no par value ("Class B common stock"); 10,000,000 shares of Class A preferred stock, no par value ("Class A preferred stock") of which 1,000,000 shares has been designated as Class A, Series 1 Cumulative Convertible preferred stock ("Series 1 preferred stock"); and 10,000,000 shares of Class B preferred stock, no par value ("Class B preferred stock"). No Class B preferred stock or Class B common stock is currently outstanding.
 
 As described in Note 2, in July 2004 the Company issued 700,000 shares of Series 1 preferred stock in exchange for $1,171,632 in amounts due to a stockholder and affiliates. The Series 1 preferred stock carries a cumulative dividend of prime rate, as defined, plus 3% per annum, payable quarterly, if and when declared, and is redeemable and callable by the Company at $1.00 per share. The Series 1 preferred stock is convertible into common shares of the Company at the option of the holder at $1.00 per share. In addition, the Series 1 preferred stockholders shall have superior rights to all other classes of capital stock upon liquidation of the Company.
 
 On June 30, 2004, the Company issued 150,000,000 shares of its common stock for $100,000.
 
 Stock-Based Compensation
 
 The Company periodically issues stock to various service providers as a form of compensation. The services are valued at the fair market value of the services performed.
 
 In September 2004, the Company established its 2004 Employee Stock Incentive Plan in order to attract and retain employees and to provide employees who make significant and extraordinary contributions to the Companys long-term growth and performance with equity-based compensation incentives. The Company may lease these employees from an employment leasing agency rather than hire the employees directly, and the employment leasing agency may be affiliated with the Companys management. In addition, the Company established its 2004 Non-Employee Directors and Consultants Retainer Stock Plan in order to promote the Companys interests and those of its stockholders by attracting and retaining non-employee directors and consultants capable of furthering the Companys future success.
 
 Stock Options Awards
 
 In order to retain highly skilled employees, officers and directors, outside service providers, and to obtain general funding, the Companys Board of Directors has granted unqualified stock options periodically to various individuals. They are generally granted at equal or above market price and have a life of two to three years and vested immediately or after 18 months.
 
 Summary
 
 A summary of the status of the Companys stock options as of September 30, 2004 and changes during the three months ended September 30, 2004 are presented below:
 
 Options


Shares

Weighted Average Exercise Price

Exercisable Options

Weighted Average Fair ValueOutstanding at beginning of quarter


2,311,500

$
0.32


2,311,500

$
-Granted


-Exercised


-Cancelled/Expired


-


-Outstanding at end of quarter


2,311,500

$
0.32


2,311,500


-  8   **Inform Worldwide Holdings, Inc.**
 **Notes to Consolidated Financial Statements**
 **September 30, 2004**
 
 **NOTE 8 - CONTINGENCIES**
 
 The Company is involved in litigation alleging the Companys breach of a contract by delaying its resale of certain Company stock. The case is in the discovery stage and the outcome is uncertain. The Company does not believe the litigation will have material financial impact on the Company. The accompanying financial statements do not include any adjustments relating to this matter.
 
 **NOTE 9 - SUBSEQUENT EVENTS**
 
 The Company recently signed a non-binding letter of intent to acquire Hand Picked Films, Inc. and Hand Picked Management, two related, privately-held companies based in Southern California. Terms of the proposed acquisition are being negotiated. Hand Picked Films and Hand Picked Management are two production, foreign sales, and management companies. Producers Anthony Romano and Michel Shane are best know for having developed and executive produced this summer's block buster hit "I, ROBOT" starring Wil Smith. They are also known for projects like Steven Spielberg's, "Catch Me If You Can," "North Fork" and having recently optioned the Bethany Hamilton story. These proposed acquisitions are subject to a number of conditions, including execution of mutually acceptable definitive agreements acceptable to the board of directors of all companies, completion of a satisfactory due diligence investigation, and other customary closing conditions.
  In October and November, 2004, the Company issued 18,000,000 shares of stock as follows: 10,000,000 shares to the employees in an Employee Stock Option Plan, 5,000,000 shares to Stephen F. Owens and 3,000,000 shares to Jake Cancelli, those shares being for consulting services. The total value of all of these shares on the dates of issue was $1,290,000.
  9   **ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**
 
 The following discussion and analysis should be read in conjunction with our unaudited consolidated condensed financial statements and related notes included in this report. This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as "may," "will," "should," "expects," "anticipates," "estimates," "believes," or "plans" or comparable terminology are forward-looking statements based on current expectations and assumptions.
 
 Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from expectations include, but are not limited to, customer concentration risk, difficulties in refinancing short term debt, difficulties in consolidating the operations of our operating subsidiaries, difficulties in accelerating internal sales growth, difficulties identifying and acquiring complementary businesses, restrictive covenants in our existing credit facilities, fluctuations in metals prices, general economic conditions in markets in which we do business, extensive environmental and workplace regulation by federal and state agencies and other general risks related to our common stock.
 
 All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
 ****
 **General**
 
 Our company, Inform Worldwide Holding, Inc., was incorporated as "Anything, Inc." in August of 1997 as a Colorado corporation. We originally operated Internet storefronts, including AnythingPC.com, AnythingUnix.com, AnythingMac.com, AnythingCoffee.com, Anythingbooks.com and AnyReminder.com, selling Internet computer hardware, coffee retail services, and books and providing a free reminder service site with gift sales. We changed our name to Anything Internet Corporation in 1998 and to Inform Worldwide Holdings, Inc. in 2000.
 
 During the first quarter of 2000, under direction of a new management team, we launched a transformation from our previous position as a generalized E-commerce services provider to that of a highly focused syndicator of L-commerce. L-commerce consists of "location-aware" Internet applications that deliver location and geographic information for commercial use. To achieve the objective of becoming a leading location service provider, we acquired Inform Worldwide Inc., or Inform, on June 30, 2000 in exchange for shares of our common stock. At the same time, we signed a definitive agreement to purchase Mapas y Datos and Mapas Latinos, both of Colombia, to further efforts in location based technology.
 
 Prior to its acquisition, Inform operated as a privately owned corporation to provide location technology services to the telecommunications and utilities industries. Founded in 1993, Inform has served over 200 organizations worldwide, including Hewlett Packard, Compaq, CH2MHill, SAIC/Telcordia, Oracle, and Utilicorp. Through R&D investments and pilot projects, Inform built software applications that integrate geographic information into business systems and processes to enable and support monitoring and management of assets through the Internet.
 
 In January 2001, it became apparent that we could not sustain operations on Informs L-commerce business plan as asset and personalized location tracking proved to be too expensive to be considered a feasible solution to potential customers. In addition, other companies already existed with a stronghold on the market in areas such as consumer-mapping portals, and we realized that we could not compete.
 
 Moreover, in February 2001, we determined that in order to make use of Mapas y Datos products in a North American market, we would be required to not only to translate the data, but also make changes to the programs to adapt them to meet the needs of a North American market. Compounding this problem was the fact that other companies already existed in the market place with products already suited to the North American market at a price with which the Company could not compete. Accordingly, we dissolved our relationship with Mapas y Datos.
 
 Since 2001, our business plan has been to locate and consummate a business combination or transaction with another entity engaged in a business that generates revenues in exchange for our securities. We have looked at numerous opportunities but have not yet identified any particular acquisition target and do not have any agreements regarding a business combination.
 
 Effective June 30, 2002, Inform filed articles of dissolution with the Colorado Secretary of State. As the sole stockholder of Inform, we approved the dissolution of Inform.
 
 On June 30, 2004, we issued 150,000,000 shares of our common stock to Mr. Ash Mascarenhas for a purchase price of $100,000.00. The 150,000,000 shares constituted approximately ninety percent (90%) of the issued and outstanding shares of our common stock. Mr. Mascarenhas acquired our shares for investment purposes. Before this issuance, Mr. Larry Arnold was our controlling stockholder. Mr. Mascarenhas was appointed to our board of directors and was named as our President and Secretary. Our former directors and officers resigned.
 
 On November 2, 2004, our sole director, Ash Mascarenhas resigned from his position as a director of the company. Concurrently with the resignation of Mr. Mascarenhas, our Board of Directors appointed James R. Wheeler and Randy W. Betts to the Board of Directors. Mr. Mascarenhas did not resign because of a disagreement with us on any matter relating to our operations, policies, or practices.
 
 On November 2, 2004, our President and Secretary, Ash Mascarenhas resigned from his position as President and Secretary of the company. Concurrently with the resignation of Mr. Mascarenhas, our Board of Directors appointed Randy W. Betts as our Chief Executive Officer, Chief Financial Officer, and Secretary.
 10
 
 We intend to either commence operations or acquire another business with operations in which Mr. Mascarenhas may have an equity interest. We are currently evaluating various business opportunities, including operating opportunities, joint ventures, acquisitions or other business combinations. Some of the opportunities being evaluated are ones in which management has a current interest, and it is possible that, if we pursue one of these opportunities, management may receive additional shares of our capital stock in connection therewith.
 
 We recently signed a non-binding letter of intent to acquire Hand Picked Films, Inc. and Hand Picked Management, two related, privately-held companies based in Southern California. Terms of the proposed acquisition are being negotiated. Hand Picked Films and Hand Picked Management are two production, foreign sales, and management companies. Producers Anthony Romano and Michel Shane are best know for having developed and executive produced this summer's block buster hit "I, ROBOT" starring Wil Smith. They are also known for projects like Steven Spielberg's, "Catch Me If You Can," "North Fork" and having recently optioned the Bethany Hamilton story. These proposed acquisitions are subject to a number of conditions, including execution of mutually acceptable definitive agreements acceptable to the board of directors of all companies, completion of a satisfactory due diligence investigation, and other customary closing conditions.
 
 Although we were able to decrease the expenses incurred by the company for the year ended June 30, 2004 and for the quarter ended September 30, 2004, the decrease resulted primarily from our cutting substantially all operating expenses except those relating to necessary legal, accounting and other professional services. There was also a loan to the Company in the amount of $160,000 which was for a consulting contract for assistance in accomplishing a corporate restructure.  We currently have limited working capital with which to satisfy our cash requirements, and we will require additional capital in order to conduct operations. We have been in default for several years on a line-of-credit which was taken out in the name of the company, which was personally guaranteed by one of our former officers. The validity of the line-of-credit is disputed by the company. We anticipate that we will need at least $500,000 in additional working capital in order to sustain operations for the next 12 months. This requirement may increase substantially, depending on the nature and capital requirements of the business opportunities we elect to pursue.
 
 During the quarter ended September 30, 2004, we borrowed approximately $175,000 from our former president and our majority stockholder, Ashvin Mascarenhas, pursuant to a demand note, in order to cover our expenses.
 
 In order to obtain the necessary working capital, we intend to continue to seek private equity financing in fiscal 2005. Such financing may not be available to us, when and if needed, on acceptable terms or at all. In the event that we are unable to obtain such financing, management may provide additional financing for us.
 
 In the next twelve months, we intend to hire from six to up to fifty employees, depending on the nature of the business opportunities we elect to pursue. We have established our 2004 Employee Stock Incentive Plan in order to attract and retain employees and to provide employees who make significant and extraordinary contributions to our long-term growth and performance with equity-based compensation incentives. We may lease these employees from an employment leasing agency rather than hire the employees directly, and the employment leasing agency may be affiliated with our new management. In addition, we have established our 2004 Non-Employee Directors and Consultants Retainer Stock Plan in order to promote our interests and those of our stockholders by attracting and retaining non-employee directors and consultants capable of furthering our future success.
 
 We intend to retain any future earnings to finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes.
 
 Our principal executive offices are located at 2501 North Green Valley Parkway #110-D, Henderson, Nevada 89014, and our telephone number is (702) 317-2300. We do not maintain a website.
 
 **ITEM 3 - CONTROLS AND PROCEDURES**
 
 We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-14(c) as of the end of the period covered by this Quarterly Report on Form 10-QSB. For the year ended June 30, 2004 and for the quarter ended September 30, 2004, our auditors have advised our management of material weakness in our internal controls relating to lack of segregation of duties and general weaknesses in our accounting for equity transactions and certain liabilities.  The lack of segregation of duties resulted from, among other things, the recent change in control of the our company, the transfer of accounting records, the change in personal and our lack of capital and human resources.  The general weaknesses in our accounting for equity transactions and certain liabilities resulted from the use of outside accountants, unrelated to our auditors, and the lack of communication therewith by former management of the company.
 
 Based upon our evaluation and the advice from our auditors, we have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to them to allow timely decisions regarding required disclosure. However, we intend to perform certain accounting functions internally in the future in order to avoid the noted weaknesses in our internal control.
 
 There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
  11   **PART II: OTHER INFORMATION**
 
 **ITEM 1 - LEGAL PROCEEDINGS**
 
 We are currently a defendant in a civil lawsuit in El Paso County District Court, Colorado Springs, Colorado, Lloyd K. Parrish, Jr., et. al. v. Larry D. Arnold and Inform Worldwide Holdings, Inc. The plaintiffs filed this lawsuit on or about March 2002, alleging that we and Mr. Arnold breached a contract in delaying its resale of certain common stock. The Plaintiffs seek an unspecified amount of damages. We believe the case is without merit and we are vigorously defending it. In May 2004, Mr. Arnold entered into an agreement with us whereby he has agreed to fully and unconditionally indemnify us for any and all claims, liabilities, costs and attorneys fees arising out of or related to this litigation.
 
 **ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 (a) None.
 
 (b) None.
 
 (c) None.
 
 **ITEM 3 - DEFAULT UPON SENIOR SECURITIES**
 
 None.
 
 **ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None.
 
 **ITEM 5 - OTHER INFORMATION**
 
 None.
 
 **ITEM 6 - EXHIBITS**
 
 
 
 **Item No.
Description
Method of Filing31
Certification of Randy W. Betts pursuant to Rule 13a-14(a)
Filed electronically herewith.32
Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. § 1350 adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
Filed electronically herewith.**
 ****
 ****
 ****
 **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 thereunto duly authorized.
 
 **INFORM WORLDWIDE HOLDINGS, INC.**Date: November 22, 2004
By:
/s/ Randy W. BettsRandy W. BettsTitle: Chief Executive Officer, Chief Financial Officer and Secretary          (Principal Executive, Financial and Accounting Officer)
 
 
 
 12