**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington
D.C. 20549**
  **FORM
10-QSB**
 
  x
    QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended: **December
31, 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
February 15, 2005, there were 232,038,950 shares of our common stock were
outstanding.
  Transitional
Small Business Disclosure Format: Yes  No X
  
  1
  **PART
1:**  **FINANCIAL
INFORMATION**
 
 **ITEM
1 - CONDENSED FINANCIAL STATEMENTS**
 
 
 **Inform
      Worldwide Holdings, Inc.**
      **Balance
      Sheet****December
      31, 2004**(unaudited)**Assets**Current
      AssetsNotes
      Receivables
    
    $
    82,354Total
      current assets
    
    
    82,354**Total
      Assets**
    
    $
    82,354**Liabilities
      and Stockholders’ Deficit**Current
      LiabilitiesChecks
      in excess of bank balance
    
    $
    4,727Accounts
      payable
    
    
    61,006Payroll
      Liabilities
    
    
    2,975Notes
      payable - related party
    
    
    174,399Notes
      payable - Parrish
    
    
    120,000Stock
      to be issued for services
    
    
    15,000Bank
      Line of Credit
    
    
    33,033Total
      current liabilities
    
    
    411,140**Total
      Liabilities**
    
    
    411,140Stockholders’
      DeficitPreferred
      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, 234,538,950 issued
      and outstanding
    
    
    9,284,511Accumulated
      Deficit
    
    
    (10,784,929
    )Total
      Stockholders’ Deficit
    
    
    (328,786
    )Total
      Liabilities and Stockholders’ Deficit
    
    $
    82,354
  **See
Notes to Financial Statements**
 2
 
  
 **Inform
      Worldwide Holdings, Inc.**
      **Statements
      of Operations**
      **(Unaudited)****Three
      Months Ended December 31,**
    
    **Six
      Months Ended**
      **December
      31,****2004**
    
    
    **2003**
    
    
    **2004**
    
    
    **2003**Operating
      ExpensesGeneral
      and Administrative Expenses
    
    $
    822,551
    
    $
    28,471
    
    $
    1,022,347
    
    $
    47,485Payroll
      Expense
    
    
    13,040
    
    
    -
    
    
    13,040
    
    
    -Compensation
      expense from stockoptions
      issued
    
    
    54,840
    
    
    -
    
    
    54,840
    
    
    -Total
      Operating Expenses
    
    
    890,431
    
    
    -
    
    
    1,090,227
    
    
    47,485Loss
      from operations
    
    
    (890,431
    )
    
    (28,471
    )
    
    (1,090,227
    )
    
    (47,485
    )Other
      Income (Expenses)Interest
    
    
    -
    
    
    (19,054
    )
    
    (4
    )
    
    (37,812
    )Litigation
      Settlement
    
    
    (120,000
    )
    
    -
    
    
    (120,000
    )
    
    -Gain
      from Debt Forgiveness
    
    
    -
    
    
    -
    
    
    424,212
    
    
    -Total
      Other Income (Expense)
    
    
    (120,000
    )
    
    (19,054
    )
    
    304,208
    
    
    (37,812
    )Net
      Loss
    
    $
    (1,010,431
    )
    $
    (47,525
    )
    $
    (786,019
    )
    $
    (85,297
    )Basic
      and diluted net loss per common share
    
    $
    (0.006
    )
    $
    (0.01
    )
    $
    (0.004
    )
    $
    (0.01
    )Weighted
      average common sharesoutstanding
    
    
    178,572,616
    
    
    15,238,950
    
    
    206,555,783
    
    
    15,238,950
 
 **See
Notes to Financial Statements**
 3
  **Inform
      Worldwide Holdings, Inc.**
      **Statements
      of Cash Flows**
      **(Unaudited)****Three
      Months Ended December 31,**
    
    **Six
      Months Ended**
      **December
      31,****2004**
    
    
    **2003**
    
    
    **2004**
    
    
    **2003**Operating
      ActivitiesNet
      loss
    
    $
    (1,010,431
    )
    $
    (47,525
    )
    $
    (786,019
    )
    $
    (85,297
    )Adjustments
      to reconcile net loss to netcash
      used by operating activities
    
    
    **-**
    
    
    **-**
    
    
    -
    
    
    **-**Gain
      from debt forgiveness
    
    
    -
    
    
    -
    
    
    (424,212
    )
    
    -Compensation
      expense for stockoptions
      issued
    
    
    54,840
    
    
    -
    
    
    54,840
    
    
    -Depreciation
      and amortization
    
    
    -
    
    
    -
    
    
    -
    
    
    30Common
      stock issued for services
    
    
    558,500
    
    
    -
    
    
    558,500
    
    
    -Changes
      in operating assets and liabilities:Accounts
      payableand
      payroll liabilities
    
    
    43,948
    
    
    15,501
    
    
    65,446
    
    
    28,751Other
      Income (Expenses)Accrued
      interest - related party
    
    
    -
    
    
    18,982
    
    
    -
    
    
    37,741Net
      Cash Used by Operating Activities
    
    
    (353,143
    )
    
    (13,042
    )
    
    (531,445
    )
    
    (18,775
    )Investing
      ActivitiesAdvances
      on notes receivable
    
    
    (82,354
    )
    
    -
    
    
    (82,354
    )
    
    -Net
      Cash Used by Investing Activities
    
    
    (82,354
    )
    
    -
    
    
    (82,354
    )
    
    -Financing
      ActivitiesChange
      in checks in excess of bank balance
    
    
    4,727
    
    
    -
    
    
    4,727
    
    
    -Proceeds
      from notes payable - related party
    
    
    -
    
    
    13,000
    
    
    174,399
    
    
    19,000Proceeds
      from issuance of common stock
    
    
    310,770
    
    
    -
    
    
    310,770
    
    
    -Proceeds
      from notes payable
    
    
    120,000
    
    
    -
    
    
    120,000
    
    
    -Net
      Cash Provided by Financing Activities
    
    
    435,497
    
    
    13,000
    
    
    609,896
    
    
    19,000Net
      Increase (Decrease) in Cash
    
    
    -
    
    
    (42
    )
    
    (3,903
    )
    
    225Cash
      at Beginning of Period
    
    
    -
    
    
    322
    
    
    3,903
    
    
    55Cash
      at End of Period
    
    $
    -
    
    $
    280
    
    $
    -
    
    $
    280
  Supplemental
disclosure of non-cash activity:
  
 During
the six months ended December 31, 2004, the Company had the following
transactions:
 
 3,500,000
shares of common stock valued at $15,400 were issued to our attorney for partial
payment of our accounts payable liability to him.
  **See
Notes to Financial Statements**
   4
  **Inform
Worldwide Holdings, Inc.**
 **Notes
to Financial Statements**
 **December
31, 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 a net loss of
$(1,010,431) during the three months ended December 31, 2004. As of December 31,
2004, the Company’s current liabilities exceeded its current assets by $328,786.
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 adjustments that might be necessary if
the Company is unable to continue as a going concern.
 
 Interim
Unaudited Financial Statements
 
 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 December 31, 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.
  5
  **Inform
Worldwide Holdings, Inc.**
 **Notes
to Financial Statements**
 **December
31, 2004**
 
 **NOTE
1 - ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)**
 
 Net
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.
 
 Recently
Issued Accounting Pronouncements
 
 In
November 2002, the FASB published interpretation No. 45 “Guarantor’s Accounting
and Disclosure requirements or Guarantees, Including Indirect Guarantees of
Indebtedness of Others”. The Interpretation expands on the accounting guidance
of Statements No. 5, 57, and 107 and incorporates without change the provisions
of FASB Interpretation No. 34, which is being superseded. The Interpretation
elaborates on the existing disclosure requirements for most guarantees,
including loan guarantees such as standby letters of credit. It also clarifies
that at the time a company issues a guarantee, that company must recognize an
initial liability for the fair value, or market value, of the obligations it
assumes under that guarantee and must disclose that information in its interim
and annual financial statements. The initial recognition and initial measurement
provisions apply on a prospective basis to guarantees issued or modified after
December 31, 2002, regardless of the guarantor’s fiscal year-end. The disclosure
requirements in the Interpretation are effective for financial statements of
interim or annual periods ending after December 15,2002. The adoption of this
statement had no material impact on the Company’s financial
statements.
 
 In
December 2002, the FASB issued SFAS No. 148 “Accounting for Stock-Based
Compensation- Transition and Disclosure”. This statement amends SFAS No. 123,
“Accounting for Stock-Based Compensation” to provide alternative methods of
transition for an entity that voluntarily changes to the fair value method of
accounting for stock-based compensation. In addition, SFAS 148 amends the
disclosure provision of SFAS 123 to require more prominent disclosure about the
effects of an entity’s accounting policy decisions with respect to stock-based
employee compensation on reported net income. The effective date for this
Statement is for fiscal years ended after December 15, 2002. The adoption of
this statement had no material impact on the Company’s financial
statements.
 
 In
January 2003, the Financial Accounting Standards Board issued Interpretation No.
46, “Consolidation of Variable Interest Entities” FIN No. 46)”. This
interpretation clarifies existing accounting principles related to the
preparation of consolidated financial statements when the equity investors in an
entity do not have the characteristics of a controlling financial interest or
when the equity at risk is not sufficient for the entity to finance its
activities without additional subordinated financial support from other parties.
FIN No. 46 requires a company to evaluate all existing arrangements to identify
situations where a company has a “variable interest” (commonly evidenced by a
guarantee arrangement or other commitment to provide financial support) in a
“variable interest entity” (commonly a thinly capitalized entity) and further
determine when such variable interests require a company to consolidate the
variable interest entities’ financial statement with its own. The Company is
required to perform this assessment by March 31, 2004 and consolidate any
variable interest entities for which it will absorb a majority of the entities’
expected losses or receive a majority of the expected residual gains. Management
has not yet performed this assessment; however it does not have any variable
interest entities as of December 31, 2004.
 
 In April
2003, FASB issued SFAS No. 149, “Accounting for Derivative Instruments and
Hedging Activities,” which is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designated after June 30,
2003. This statement amends and clarifies financial accounting and reporting for
derivative instruments
 including
certain instruments embedded in other contracts and for hedging activities under
SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.”
The adoption of this standard is not expected to have a material impact on the
Company’s financial statements.
  6
  **Inform
Worldwide Holdings, Inc.**
 **Notes
to Financial Statements**
 **December
31, 2004**
 
 
 **NOTE
1 - ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)**
 
 In May
2003, FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity,” which is effective for
financial instruments entered into or modified after May 31,2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. The adoption of this standard is not expected to have a material
impact on the Company’s financial statements.
 
 In
December 2004, the FASB issued SFAS No. 123 (Revised 2004) (SFAS 123 (R))
“Share-based payment”. SFAS 123 (R) will require compensation costs related to
share-based payment transactions to be recognized in the financial statements.
With limited exceptions, the amount of compensation cost will be measured based
on the grant-date fair value of the equity or liability instruments issued. In
addition, liability awards will be re-measured each reporting period.
Compensation cost will be recognized over the period that an employee provides
service in exchange for the award. FASB 123 (R) replaces FASB 123, Accounting
for Stock-Based Compensation and supersedes APB option No. 25, Accounting for
Stock Issued to Employees. This guidance is effective as of the first interim or
annual reporting period after December 15, 2005 for Small Business filers. As of
December 31, 2004, management is in compliance with SFAS No. 123. Adoption of
this standard will likely have a material impact on the financial statements,
see Note 7.
 
 In
November 2004, the FASB issued SFAS No. 151 (SFAS 151), “Inventory Costs”. SFAS
151 amends ARB No. 43, Chapter 4. This statement clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage). SFAS 151 is the result of a broader effort by the FASB and
the IASB to improve financial reporting by eliminating certain narrow
differences between their existing accounting standards. This statement is
effective for inventory costs incurred during fiscal years beginning after June
15, 2005. The adoption of SFAS 151 will not have a material impact on the
results of operations or financial position of the company as the company does
not have inventory.
 
 In
December 2004, the FASB issued SFAS No. 153 (SFAS 153) “Exchange of Non-monetary
assets”. This statement was a result of a joint effort by the FASB and the IASB
to improve financial reporting by eliminating certain narrow differences between
their existing accounting standards. One such difference was the exception from
fair value measurement in APB Opinion No. 29, Accounting for Non-Monetary
Transactions, for non-monetary exchanges of similar productive assets. SFAS 153
replaces this exception with a general exception from fair value measurement for
exchanges of non-monetary assets that do not have commercial substance. A
non-monetary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. This
statement is effective for non-monetary assets exchanges occurring in fiscal
periods beginning after June 15, 2005. The adoption of SFAS 153 will not have a
material effect on the Company’s financial position or results of operations.
The Company does not participate in exchange of non-monetary
assets.
 
 **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 the Company’s majority
stockholder in the amount of $174,399 for repayment of expenses made on behalf
of the Company.
  7
  **Inform
Worldwide Holdings, Inc.**
 **Notes
to Financial Statements**
 **December
31, 2004**
 
 **NOTE
2 - RELATED PARTY TRANSACTIONS (Continued)**
 
 During
the second quarter of 2004, the Company issued a demand note in the amount of
$82,354 to American Fire Retardant Corp for monies advanced to AFRC for
assistance in their cash flows. The Chief Financial Officer of AFRC is Randy W.
Betts, who is also the Chief Executive Officer of Inform Worldwide Holdings,
Inc.
 
 **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. Such amounts as of June 30, 2004 were as
follows:
 
 Accounts
      Payable
    $199,195Accrued
      Expenses
    216,996Total
    $416,191
 
 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
December 31, 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 December 31, 2004, the Company was in default in the payment of
certain amounts due under the line of credit.
 
 **NOTE
5 - LEASE 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
December 31, 2004, the Company has net operating loss (NOL) carryforwards of
approximately $9,661,019. 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. Any deferred tax asset has been offset by 100% valuation
allowance.
 
  8
  **Inform
Worldwide Holdings, Inc.**
 **Notes
to Financial Statements**
 **December
31, 2004**
 
 
 **NOTE
6 - INCOME TAXES (Continued)**
 
 The
accompanying balance sheet includes the following:
 
 December
      31, 2004Deferred
      tax asset arising from net operating loss carry-forwards:
    
    $
    3,748,475Valuation
      allowance
    
    $
    (3,748,475
    )Net
      deferred taxes
    
    $
    -
 
 The
deferred tax asset and valuation allowance increased by approximately
$433,475 during the calendar year ended December 31, 2004 and increased by
approximately $906,000 during the calendar year ended December 31,
2003.
 
 **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 have 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”). As of December 31, 2004, no Class B preferred stock
or Class B common stock was 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.
 
 During
the quarter ended 12/31/04, the Company issued 10,300,000 shares of common stock
valued at $558,500 to pay for consultants and 3,500,000 shares of common stock
valued at $15,400 to pay for legal fees. In addition, the Company granted
55,000,000 options to employees that were all exercised during the quarter for
cash proceeds of $310,770.
 
 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.
 
  9
  **Inform
Worldwide Holdings, Inc.**
 **Notes
to Consolidated Financial Statements**
 **December
31, 2004**
 
 
 **NOTE
7 - STOCKHOLDERS’ EQUITY (Continued)**
 
 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 eighty-five percent of market price or above and have a
life of up to five years and vested immediately or after 18 months.
 
 During
the second quarter of 2004, the Company issued 55,000,000 non-qualified options
to employees valued at $365,531 using the Black-Scholes option-pricing model
with the following assumptions: volatility of 326.93%, a risk-free rate of 4%,
zero dividend payments, and a life of five years. All options were granted with
an exercise price of 85% of market value. As such, the Company recognized the
“in the money portion” of $54,840 as compensation expense.
 
 The
Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, “Accounting for Stock-Based Compensation.”
Therefore, compensation expense was only recognized for options which were
granted at 85% of the market price on date of grant. Since the Employee Stock
Incentive Plan was established at the end of September, 2004, there were no
grants prior to the second quarter of 2004. Therefore, the table below does not
contain prior year option grants. No other compensation expense was recognized
for stock options issued to employees, officers and directors under the stock
option plan. Had compensation cost for the Company’s options issued to
employees, officers and directors been determined on the fair value at the grant
date for awards consistent with the provisions of SFAS No. 123, as amended by
SFAS No. 148, the Company’s net loss and basic loss per common share would have
been changed to the pro forma amounts indicated below:
 
 
 
 **For
      the Three Months**
      **Ended
      December 31,**
    
    
    **For
      the Six Months**
      **Ended
      December 31,**2004
    
    
    2003
    
    
    2004
    
    
    2003Net
      Loss as reported
    
    $
    (1,010,431
    )
    $
    (47,525
    )
    $
    (786,019
    )
    $
    (85,297
    )Add
      compensation cost included in net loss
    
    
    54,840
    
    
    -
    
    
    54,840
    
    
    -Deduct
      fair value of employee compensationcost
    
    
    (365,531
    )
    
    -
    
    
    (365,531
    )
    
    -Net
      loss pro forma
    
    $
    (1,321,122
    )
    $
    (47,525
    )
    $
    (1,096,710
    )
    
    (85,297
    )Net
      loss per share as reported
    
    $
    (0.006
    )
    $
    (0.01
    )
    $
    (0.004
    )
    $
    (0.01
    )Net
      loss per share pro forma
    
    $
    (0.007
    )
    $
    (0.01
    )
    $
    (0.005
    )
    $
    (0.01
    )
  10
  **Inform
Worldwide Holdings, Inc.**
 **Notes
to Consolidated Financial Statements**
 **December
31, 2004**
 
 **NOTE
7 - STOCKHOLDERS’ EQUITY (Continued)**
 
 Summary
 
 A summary
of the status of the Company’s stock options as of December 31, 2004 and changes
during the six months ended December 31, 2004 are presented below:
 
 Options
    
    Shares
    
    Weighted
      Average Exercise Price
    
    Exercisable
      Options
    
    Weighted
      Average Fair ValueOutstanding
      at June 30, 2004
    
    
    2,601,500
    
    $
    0.32
    
    
    2,601,500
    
    $
    -Granted
    
    
    55,000,000
    
    $
    0.0057
    
    
    -
    
    $
    0.0066Exercised
    
    
    55,000,000
    
    $
    0.0057
    
    
    -
    
    $
    0.0066Cancelled/Expired
    
    
    -
    
    
    -
    
    
    -
    
    
    -Outstanding
      at December 31, 2004
    
    
    2,601,500
    
    $
    0.32
    
    
    2,601,500
    
    
    -
 
 **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 Company has reached an
agreement in principle to settle the case for $120,000, payable as follows:
$10,000 upon execution of a definitive settlement agreement, and $10,000 per
month for eleven months commencing forty-five days after execution of a
definitive settlement agreement. The settlement is subject to final negotiation,
execution, and delivery of a definitive settlement agreement. Due to this verbal
agreement, the Company has booked this as a litigation expense on the income
statement and note payable liability on the balance sheet at the quarter ended
12/31/04.
 
 **NOTE
9 - SUBSEQUENT EVENTS**
 
 Class
B, Series 1 Preferred Stock
 
 On
January 5, 2005, the Company designated a series of preferred stock known as
Class B, Series 1 Preferred Stock, no par value per share. Each share of Class
B, Series 1 Preferred Stock is convertible into fifteen (15) shares of the
Company’s common stock at any time after July 5, 2005 at the option of the
holder.  Holders of the Class B, Series 1
 
 Preferred
Stock shall be entitled to receive dividends or other distributions with the
holders of the Company’s common stock on an as converted basis when, as, and if
declared by the Company’s board of directors.  The holders of the Class B,
Series 1 Preferred Stock shall also be entitled to receive, upon liquidation, an
amount equal to $0.01 per share of the Class B, Series 1 Preferred Stock plus
all declared but unpaid dividends with respect to such shares.  The shares
of Class B, Series 1 Preferred Stock are not redeemable.
 
 The
holders of Class B, Series 1 Preferred Stock and the holders of the Company’s
common stock shall be entitled to notice of any stockholders’ meeting and to
vote as a single class upon any matter submitted to the stockholders for a vote
as follows: (i) the holders of Class B, Series 1 Preferred Stock shall have such
number of votes as is determined by multiplying (a) the number of shares of
Class B, Series 1 Preferred Stock held by such holder, (b) the number of issued
and outstanding shares of the Company’s common stock (on a fully-diluted basis)
as of the record date for the vote, or, if no such record date is established,
as of the date such vote is taken or any written consent of stockholders is
solicited, and (c) 0.0000002; and (ii) the holders of our common stock shall
have one vote per share of common stock held as of such date.
  11
 ****
 **Inform
Worldwide Holdings, Inc.**
 **Notes
to Consolidated Financial Statements**
 **December
31, 2004**
 **NOTE
9 - SUBSEQUENT EVENTS (Continued)**
 
 Share
Exchange
 
 On
January 5, 2005, the Company agreed to exchange 150,000,000 shares of its common
stock held by its former president and controlling stockholder for 10,000,000
shares of the Company’s Class B, Series 1 Preferred Stock, no par value per
share.
 
 Stock
Purchase Agreement
 
 On
January 5, 2005, the Company entered into a stock purchase agreement with its
Chief Executive Officer and its former President and controlling stockholder,
whereby the former President and controlling stockholder agreed to sell
10,000,000 shares of the Company’s Class B, Series 1 Preferred Stock held by him
to the Company’s Chief Executive Officer, Randy W. Betts. Pursuant to the terms
of the Agreement, the Company agreed not to amend the terms of the Class B,
Series 1 Preferred Stock, issue any additional shares of any class or series of
preferred stock, appoint any new directors, increase the number of directors,
terminate any existing employees or employment agreements, or change or modify
any existing contractual agreement between the Company and a corporation
controlled by our former President and controlling stockholder.
 
 Employee
Benefit Plans
 
 On
January 6, 2005, the Company amended its Employee Stock Incentive Plan to
increase the number of shares available for issuance under the Plan to
153,000,000 shares of common stock, and it amended its Non-Employee Director and
Consultants Retainer Stock Plan to increase the number of shares available for
issuance under the Plan to 80,000,000 shares of common stock.
 
 Reincorporation
 
 On
January 14, 2005, the Company’s board of directors approved the reincorporation
of the Company from Colorado to Florida. The reincorporation is subject to the
approval of the Company’s stockholders which will be voted on at a Special
Shareholder’s Meeting to be held on January 21, 2005.
 
 Increase
in Authorized Capital
 
 On
January 14, 2005, the Company’s board of directors approved an increase in
authorized capital, increasing the authorized shares from 250,000,000 to
5,000,000,000. The increase in authorized capital is subject to the approval of
the Company’s stockholders which will be voted on at a Special Shareholder’s
Meeting to be held on January 21, 2005.
 
 Stock
Issued Subsequent to Quarter End
 
 Subsequent
to the period ending December 31, 2004, we have issued 50,000,000 shares of
common stock for consulting services rendered and 76,500,000 shares of common
stock for the Employee Stock Incentive Plan. The values of these shares were
$73,900 and $107,642 respectively.
 
  12
  **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 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.
 
 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 Will 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.
 
 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. We dispute the validity of the line-of-credit. 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.
 13
 
 During
the quarter ended December 31, 2004, we borrowed approximately $175,000 from our
former president and former 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, our auditors
have advised our management of material weakness in our internal controls
relating to lack of segregation of duties and 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
company, the transfer of accounting records, the change in personnel and our
lack of capital and human resources.  The weaknesses in our accounting for
equity transactions and certain liabilities resulted from the use of outside
consultants, unrelated to our auditors, and the lack of communication therewith
by former management of the company. For the quarter ended December 31, 2004,
our auditors have advised the Board of Directors and management that there were
material weaknesses over the preparation of our financial statements in the
areas of reporting and disclosure required by accounting principles generally
accepted in the United States of America (“US GAAP”). Our auditors noted certain
misapplication of US GAAP in the accounting for stock options, preparation of
the statement of cash flows and omission of certain information required for
interim financial statement disclosures under US GAAP. Our auditors also advised
the Board of Directors and management that those weaknesses identified during
the year-ended June 30, 2004 remained.
 
 Based
upon our evaluation, including consideration of the communications made by our
auditors, we have concluded that our disclosure controls and procedures were not
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. For purposes of increasing the
effectiveness of our disclosure controls and procedures, we have retained the
services of an outside CPA to assist in the preparation and compilation of our
financial statements in the future so that there will be no further
misapplication of US GAAP in their preparation.
 
 Other
than the additional material weaknesses described above, 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.
 
  **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. 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. We have reached an agreement in principle to settle the case for
$120,000, payable as follows: $10,000 upon execution of a definitive settlement
agreement, and $10,000 per month for eleven months commencing forty-five days
after execution of a definitive settlement agreement. The settlement is subject
to final negotiation, execution, and delivery of a definitive settlement
agreement.
 
 **ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 (a)  On
January 5, 2005, we agreed to exchange 150,000,000 shares of our common stock
held by Ash Mascarenhas, our former President and controlling stockholder, for
10,000,000 shares of our Class B, Series 1 Preferred Stock, no par value per
share. Each share of Class B, Series 1 Preferred Stock is convertible into
fifteen (15) shares of our common stock at any time after July 5, 2005 at the
option of the holder.  Holders of the Class B, Series 1 Preferred Stock
shall be entitled to receive dividends or other distributions with the holders
of our common stock on an as converted basis when, as, and if declared by our
board of directors.  The holders of the Class B, Series 1 Preferred Stock
shall also be entitled to receive, upon liquidation, an amount equal to $0.01
per share of the Class B, Series 1 Preferred Stock plus all declared but unpaid
dividends with respect to such shares.  The shares of Class B, Series 1
Preferred Stock are not redeemable.
 
 The
holders of Class B, Series 1 Preferred Stock and the holders of our common stock
shall be entitled to notice of any stockholders’ meeting and to vote as a single
class upon any matter submitted to the stockholders for a vote as follows: (i)
the holders of Class B, Series 1 Preferred Stock shall have such number of votes
as is determined by multiplying (a) the number of shares of Class B, Series 1
Preferred Stock held by such holder, (b) the number of issued and outstanding
shares of our common stock (on a fully-diluted basis) as of the record date for
the vote, or, if no such record date is established, as of the date such vote is
taken or any written consent of stockholders is solicited, and (c) 0.0000002;
and (ii) the holders of our common stock shall have one vote per share of common
stock held as of such date.
 
 The
transaction was exempt pursuant to Section 4(2) of the Securities Act of
1933.
 
 (b)  None.
 
 (c)  See Item
2(a) above.
 14
 
 ****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.
 
  15
 ****
 ****
 ****
 **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.**
 
 
 February
18, 2005     /s/ Randy
W. Betts
 __________________________________________
 Randy W.
Betts
 Chief
Executive Officer, Chief Financial Officer
 and
Secretary
 (Principal
Executive, Financial and Accounting Officer)
 
    
 16