**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-KSB**


(Mark
      One)




[X]  ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      fiscal year ended **June
      30, 2005**





[
      ]  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: **000-29994**




**INFORM
      WORLDWIDE HOLDINGS, INC.**


(Name
      of
      small business issuer as specified in its charter)




**Florida**
            **20-3379902**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)**2501
                North Green Valley Parkway, Suite 110**
              **Henderson,
                NV 89014**
              **___________________________________________________________________________**
              (Address
                of principal executive offices, including zip
                code)




Registrant’s
      telephone number, including area code:  **(702)
      317-2300**


Securities
      registered pursuant to Section 12(b) of the Act:  **None**


Securities
      registered pursuant to Section 12(g) of the Act:  **Common
      Stock, no par value**


___________________


Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act of 1934 during the past 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




Check
      if
      disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
      contained in this form, and no disclosure will be contained, to the best of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. [ ]




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act. Yes X No





The
      issuer’s revenues for the most recent fiscal year were $0.00




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant was approximately $1,344,386 as of
      December 9, 2005. Shares of common stock held by each officer and director
      and by each person or group who owns 10% or more of the outstanding common
      stock
      amounting to 190,000,000 shares have been excluded in that such persons or
      groups may be deemed to be affiliates. This determination of affiliate status
      is
      not necessarily a conclusive determination for other purposes.




As
      of December 9, 2005, 192,240,644 shares of our common stock were issued and
      outstanding.




Documents
      Incorporated by Reference: None.




Transitional
      Small Business Disclosure Format: No.





**PART
      I**




**Item
      1. Description of Business**




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, 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, pursuant to a stock purchase agreement, we issued an aggregate of
      1,000 shares of our common stock to Mr. Ash Mascarenhas for a purchase price
      of
      $100,000.00. The 1,000 shares constituted approximately ninety percent (90%)
      of
      the issued and outstanding shares of our common stock. Before this issuance,
      Mr.
      Larry Arnold was our controlling stockholder. Mr. Mascarenhas acquired our
      shares for investment purposes and was named as our President and Secretary.
      Our
      former directors and officers resigned.





On
      November 2, 2004, our sole director, Ashvin 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 resignation was not
      related to a disagreement with us on any matter relating to our operations,
      policies, or practices.





2


In
      November 2004, we 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. These acquisitions were never consummated and
      have
      been abandoned.





Effective
      December 1, 2004, the Company entered into a Consulting Agreement with Loyola
      Financial Services, Inc., an affiliated company, to provide consulting and
      shareholder support services.





On
      January 5, 2005, we agreed to exchange 1,000 shares of our common stock held
      by
      Ashvin 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. The transaction was exempt pursuant to Section 4(2) of the Securities
      Act
      of 1933.





On
      January 5, 2005 we entered into a stock purchase agreement with Randy W. Betts,
      our Chief Executive Officer, and Ashvin Mascarenhas, our former President and
      controlling stockholder, whereby Mr. Mascarenhas agreed to sell 10,000,000
      shares of our Preferred Stock held by him to Mr. Betts for a secured promissory
      note in the principal amount of $600,000 payable in 24 monthly installments
      of
      $25,000 per month. The note was secured by a Pledge Agreement, whereby Mr.
      Betts
      pledged, and granted a security interest in and to, the Class B, Series 1
      Preferred Stock purchased from Mr. Mascarenhas until such time as the payments
      due under the note have been paid in full. Pursuant to the terms of the
      Agreement, we agreed not to amend the terms of the 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 Loyola Financial Services, Inc.





On
      January 14, 2005, the Company’s board of directors approved its reincorporation
      from Colorado to Florida. Under the terms of this reorganization, each share
      of
      (i) Class A and Class B common stock of the previous Colorado corporation were
      converted into one fully paid and nonassessable share of Common Stock of the
      new
      Florida corporation; (ii) Class A, Series 1 Cumulative Convertible Preferred
      Stock of the previous Colorado corporation were converted into one fully paid
      and nonassessable share of the Series A Preferred Stock of the new Florida
      corporation and (iii) Class B, Series 1 Preferred Stock of the previous Colorado
      corporation were converted into one fully paid and nonassessable share of Series
      B Preferred Stock of the new Florida corporation.





On
      July
      25, 2005, Ashvin Mascarenhas accepted 10,000,000 shares of our Class B, Series
      1
      Preferred Stock issued (currently Series B Preferred Stock after giving effect
      to our reincorporation in February 2005) in the name of Randy Betts (the
“Preferred Stock”) in consideration of the obligations of Mr. Betts secured
      under that certain $600,000 Secured Promissory Note dated January 5, 2005 made
      by Mr. Betts in favor of Mr. Mascarenhas (the “Note”). Mr. Betts originally
      issued the Note as payment for his purchase of the Preferred Stock from Mr.
      Mascarenhas and the Note was secured by a Pledge Agreement whereby Mr. Betts
      pledged and granted a security interest in and to the Preferred Stock until
      such
      time as the Note was paid in full. Mr. Betts has failed to make any of the
      payments under the Note resulting in an Event of Default under the Pledge
      Agreement and giving Mr. Mascarenhas rise to all rights and remedies as a
      secured party with respect to the Preferred Stock.





On
      July
      25, 2005 Randy W. Betts resigned as President and Secretary and on September
      8,
      2005, Mr. Betts resigned as Director of the Company.





Our
      principal executive offices are located at 2501 North Green Valley Parkway
      #110,
      Henderson, NV 89014, and our telephone number is (702) 317-2300. We do not
      maintain a website.





**Forward-Looking
      Statements**





Some
      of
      the information in this Form 10-KSB are forward looking statements, which are
      subject to risks and uncertainties. These risks and uncertainties could cause
      actual results to differ materially from those expressed in forward-looking
      statements. We base these forward-looking statements on our expectations and
      projections about future events, which we derive from the information currently
      available to us. Such forward-looking statements relate to future events or
      our
      future performance. Forward-looking statements are only predictions. The
      forward-





3





looking
      events discussed in this annual report, the documents to which we refer you
      and
      other statements made from time to time by us or our representatives, may not
      occur, and actual events and results may differ materially and are subject
      to
      risks, uncertainties and assumptions about us. For these statements, we claim
      the protection of the “bespeaks caution” doctrine. The forward-looking
      statements speak only as of the date hereof, and we expressly disclaim any
      obligation to publicly release the results of any revisions to these
      forward-looking statements to reflect events or circumstances after the date
      of
      this filing.





**Item
      2. Description of Property**





At
      present, we do not own any property. We maintain our headquarters in leased
      office space in Henderson, Nevada that we share with Loyola Holdings, Inc.,
      a
      corporation controlled by our principal stockholder, Ash Mascarenhas. Loyola
      Holdings currently does not charge us rent for the use of this space. The
      current offices are adequate for our present needs. We believe that it will
      not
      be difficult to find additional or alternative office space if necessary in
      the
      foreseeable future.





**Item
      3. 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. A definitive settlement
      agreement ("Parrish Agreement") was signed during the quarter ended March 31,
      2005.





On
      July
      25, 2005, the Company entered into an Assignment and Assumption Agreement
      ("Assignment Agreement") with Global Material & Services, Inc, ("Global")
      whereby the Company assigned all the Company's obligations under the Parrish
      Agreement in exchange for forgiveness of certain demand notes ("Demand Notes")
      under which the Company lent funds to Global. Under the Assignment Agreement
      the
      Company credited the Demand Notes in the amounts of three (3) payments of
      $10,000 in addition to the initial $10,000 payment. Global failed to make the
      monthly payments pursuant to the Assignment Agreement and is in default. Because
      of Global's default, on September 16, 2005, the plaintiffs filed and were
      granted the stipulated judgment pursuant to the Parrish Agreement for $160,000.
      The Company is reevaluating its position regarding this case. The Company has
      subsequently written off the uncollectible portion of the Demand Notes on the
      Company's Financial Statements.





**Item
      4. Submission of Matters to a Vote of Security Holders**





No
      matter
      was submitted to a vote of security holders during the fourth quarter of our
      fiscal year.





**PART
      II**




**Item
      5. Market for Common Equity and Related Stockholder
      Matters**




Our
      common stock is quoted on the NASDAQ Over-The-Counter Bulletin Board under
      the
      symbol “IWWI.OB.” Our common stock began trading on July 15, 1999 with an
      opening bid price of $4.00 a share. As of December  9, 2005,
      there were approximately 406 record holders of our common stock.





The
      following table sets forth the quarterly high and low sale prices of our common
      stock for each quarter since July 1, 2003 and reflect the actually common stock
      price taking into account the 1/100 reserve split effective March 1, 2005 and
      the 1/1500 reverse split effective August 29, 2005.





4








**High
                Sale**
            **Low
                Sale****Year
                Ended June 30, 2005**
            **Price**
            **Price**--------------------------------
            -------------
            ------------First
                Quarter ended 9/30/04
            $10,447.761
            $2,985.075Second
                Quarter ended 12/31/04
            $22,388.60
            $447.761Third
                Quarter ended 3/31/05
            $507.463
            $59.701Fourth
                Quarter ended 6/30/05
            $4.030
            $0.447761**Year
                Ended June 30, 2004**
            **Price**
            **Price**--------------------------------
            -------------
            ------------First
                Quarter ended 9/30/03
            $13,500.00
            $10,500.00Second
                Quarter ended 12/31/03
            $10,500.00
            $1,500.00Third
                Quarter ended 3/31/04
            $27,000.00
            $6,000.00Fourth
                Quarter ended 6/30/04
            $12,000.00
            $3,000.00





We
      have
      never declared or paid cash dividends on our capital stock and our board of
      directors intend to continue this policy for the foreseeable future. Earnings,
      if any, will be used to finance the development and expansion of our business.
      Future dividend policy will depend upon our earnings, capital requirements,
      financial condition and other factors considered relevant by our Board of
      Directors and may be subject to limitations imposed by federal and state
      laws.





The
      securities authorized for issuance under our equity compensation plans are
      summarized in the table below.





**Equity
                Compensation Plan Information****Plan
                Category**
            Number
                of Securities
              To
                be issued Upon
              Exercise
                of Outstanding
              Options,
                Warrants and
              Rights
              **(a)**
            Weighted-average
              Exercise
                price of outstanding options, warrants and rights
              **(b)**
            Number
                of Securities
              Remaining
                Available
              For
                Future Issuance Under Equity
              Compensation
                Plans (Excluding Securities Reflected in Column (a))
              **(c)**Equity
                compensation plans approved by security holders
            1
            $30,000.00
            16Equity
                compensation plans not approved by security holders
            14
            $54,000.00
            -0-**Total**
            15
            
            16





The
      purpose of our Employee Stock Option and Year 2000 Long Term Incentive Equity
      Plans is to provide additional compensation and incentive to eligible employees,
      officers, directors, advisors and consultants whose present and potential
      contributions are important to our continued success, to afford such persons
      an
      opportunity to acquire a proprietary interest in our company and to enable
      us to
      continue to enlist and retain the best available talent for the successful
      conduct of our business.





Our
      stock
      option plans are administered by our board of directors and our board has the
      authority to construe and interpret any of the provisions of our options plans
      and/or any options granted thereunder. Such interpretations are binding on
      us as
      well as the optionees.





The
      total
      number of shares of our common stock reserved and available for distribution
      pursuant to our Year 2000 Long Term Incentive Equity Plan is pre-split 3,000,000
      shares. The total number of shares of our common stock reserved and available
      for distribution pursuant to our Employee Stock Option Plan is 1,500,000
      pre-split shares.








5





All
      our
      officers, directors (who are also employees or consultants), employees, advisors
      and consultants are eligible to receive options under either stock option plan.
      Our board of directors determines the exercise price and vesting (subject to
      a
      10 year limitation) of all options granted under the plans.





All
      options granted under our stock option plans may not be transferred by the
      optionee other than by will or by the laws of descent and distribution, except
      that our board of directors may, in its discretion, grant limited
      transferability rights.





**Second
      Amended and Restated Inform Worldwide Holdings, Inc. 2004 Employee Stock
      Incentive Plan.** The
      purpose of our Second Amended and Restated Inform Worldwide Holdings, Inc.
      2004
      Employee Stock Incentive Plan is to provide the employees (designated officers
      and employees, including so-called “leased employees) with equity based
      compensation incentives who make significant and extraordinary contributions
      to
      our long-term growth and performance and to attract and retain employees The
      total number of shares available for the grant of either stock options or
      compensation stock under the plan is 153,000,000 shares, subject to adjustment,
      and to date, we have issued 153,000,000 pre-split shares.





Our
      compensation committee which is appointed by our board of directors administers
      our plan and has full power to grant stock options and common stock, construe
      and interpret the plan, establish rules and regulations and perform all other
      acts, including the delegation of administrative responsibilities, it believes
      reasonable an proper. Any decision made, or action taken, by the compensation
      committee or our board of directors arising out of or in connection with the
      interpretation and administration of the plan is final and
      conclusive.





The
      compensation committee or our board of directors, in its absolute discretion,
      may award common stock to employees of, consultants to, and directors of the
      company, and such other persons as the board of directors or compensation
      committee may select, and permit holders of common stock options to exercise
      such options prior to full vesting therein and hold the common stock issued
      upon
      exercise of the option as common stock. Stock options may also be granted by
      our
      board of directors or compensation committee to non-employee directors of the
      company or other persons who are performing or who have been engaged to perform
      services of special importance to the management, operation or development
      of
      the company.





In
      the
      event that our outstanding common stock is changed into or exchanged for a
      different number or kind of shares or other securities of the company by reason
      of merger, consolidation, other reorganization, recapitalization, combination
      of
      shares, stock split-up or stock dividend, prompt, proportionate, equitable,
      lawful and adequate adjustment shall be made of the aggregate number and kind
      of
      shares subject to stock options which may be granted under the
      plan.





Our
      board
      of directors may at any time, and from time to time, suspend or terminate the
      plan in whole or in part or amend it from time to time in such respects as
      our
      board of directors may deem appropriate and in our best interest.





**Second
      Amended and Restated Inform Worldwide Holdings, Inc. 2004 Non-Employee Directors
      and Consultants Retainer Stock Plan.** The
      purpose of our Second Amended and Restated Inform Worldwide Holdings, Inc.
      2004
      Non-Employee Directors and Consultants Retainer Stock Plan is to enable us
      to
      attract and retain non-employee directors and consultants capable of furthering
      our future success and by aligning their economic interests more closely with
      those of our stockholders by paying their retainer or fees in the form of shares
      our common stock. The total number of shares available for the grant under
      the
      plan is 80,000,000 shares, subject to adjustment, and to date, we have issued
      80,000,000 pre-split shares.





A
      committee consisting of two members which shall consist of 2 current directors
      and/or senior employees (who are not participants under the plan) administers
      our plan and has full power to grant common stock, construe and interpret the
      plan, establish rules and regulations and perform all other acts, including
      the
      delegation of administrative responsibilities, it believes reasonable an proper.
      Any decision made, or action taken, by the committee or our board of directors
      arising out of or in connection with the interpretation and administration
      of
      the plan is final and conclusive.








6





The
      committee may award common stock to non-employee directors and consultants
      and
      such participants may make an election to defer delivery of such stock retainer
      for a period of up to three years. In the event that our outstanding common
      stock is changed into or exchanged for a different number or kind of shares
      or
      other securities of the company by reason of merger, consolidation, other
      reorganization, recapitalization, combination of shares, stock split-up or
      stock
      dividend, prompt, proportionate, equitable, lawful and adequate adjustment
      shall
      be made of the aggregate number and kind of shares subject to stock options
      which may be granted under the plan.





Our
      board
      of directors may at any time, and from time to time, suspend or terminate the
      plan in whole or in part or amend it from time to time in such respects as
      our
      board of directors may deem appropriate and in our best interest.





**2005
      Stock Incentive Plan.** The
      purpose of our 2005 Stock Incentive Plan is to further align the interests
      of
      employees, directors and non-employee consultants with those of the shareholders
      by providing incentive compensation opportunities tied to the performance of
      the
      common stock and by promoting increased ownership of the common stock by such
      individuals. The 2005 Stock Incentive Plan is also intended to advance the
      interests of Inform Worldwide and its shareholders by attracting, retaining
      and
      motivating key personnel upon whose judgment, initiative and effort the
      successful conduct of our business is largely dependent. The total number of
      shares available for the grant of either stock options or compensation stock
      under the plan is 100,000,000 shares,
      subject to adjustment, and to date, we have issued 90,100,000 pre-split
      shares.





Our
      compensation committee which is appointed by our board of directors administers
      our plan and has full power to grant stock options and common stock, construe
      and interpret the plan, establish rules and regulations and perform all other
      acts, including the delegation of administrative responsibilities, it believes
      reasonable an proper. Any decision made, or action taken, by the compensation
      committee or our board of directors arising out of or in connection with the
      interpretation and administration of the plan is final and
      conclusive.





The
      compensation committee or our board of directors, in its absolute discretion,
      may award common stock to employees of, consultants to, and directors of the
      company, and such other persons as the board of directors or compensation
      committee may select, and permit holders of common stock options to exercise
      such options prior to full vesting therein and hold the common stock issued
      upon
      exercise of the option as common stock. Stock options may also be granted by
      our
      board of directors or compensation committee to non-employee directors of the
      company or other persons who are performing or who have been engaged to perform
      services of special importance to the management, operation or development
      of
      the company.





In
      the
      event that our outstanding common stock is changed into or exchanged for a
      different number or kind of shares or other securities of the company by reason
      of merger, consolidation, other reorganization, recapitalization, combination
      of
      shares, stock split-up or stock dividend, prompt, proportionate, equitable,
      lawful and adequate adjustment shall be made of the aggregate number and kind
      of
      shares subject to stock options which may be granted under the
      plan.





Our
      board
      of directors may at any time, and from time to time, suspend or terminate the
      plan in whole or in part or amend it from time to time in such respects as
      our
      board of directors may deem appropriate and in our best interest.





**Recent
      Sales of Unregistered Securities**




Effective
      September 13, 2005 the Company issued 40,000,000 shares of common stock to
      Investor Relations Services, Inc. pursuant to a consulting agreement as a
      compensatory stock grant. The issuance was exempt under Section 4(2) of the
      Securities Act of 1933, as amended..





In
      September 2005, we issued a convertible promissory note with an effective date
      of July 1, 2004 in an amount of up to $100,000.  The note was issued to our
      legal counsel in consideration of amounts owing under outstanding legal invoices
      and in connection with the fee agreement previously executed between us and
      our
      legal counsel.  The promissory note is payable upon demand and bears
      interest at a rate of 1.5 % per month.  In addition, the note is
      convertible (except for any legal services incurred in connection with "capital
      raising" transactions) into our





7





common
      stock at a conversion price of $0.02 per share.  The conversion price is
      subject to adjustment  in the event of a sale of the our company and
      certain other specified  changes in ownership.  We agreed to register
      the shares of common stock underlying the promissory note.  We relied
      on the exemption from registration provided under Section 4(2) of the Securities
      Act of 1933, as amended for the offer and sale of the convertible
      promissory note.





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation**





The
      following discussion and analysis should be read in conjunction with our audited
      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. 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**





On
      June
      30, 2004, we issued 1,000 shares of our common stock to Mr. Ashvin Mascarenhas
      for a purchase price of $100,000.00. The 1,000 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
      January 5, 2005, we agreed to exchange 1,000 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. The transaction was exempt pursuant to Section 4(2) of the Securities
      Act
      of 1933.


On
      January 5, 2005 we entered into a stock purchase agreement with Randy W. Betts,
      our Chief Executive Officer, and Ashvin Mascarenhas, our former President and
      controlling stockholder, whereby Mr. Mascarenhas agreed to sell 10,000,000
      shares of our Preferred Stock held by him to Mr. Betts for a secured promissory
      note in the principal amount of $600,000 payable in 24 monthly installments
      of
      $25,000 per month. The note is secured by a Pledge Agreement, whereby Mr. Betts
      pledged, and granted a security interest in and to, the Class B, Series 1
      Preferred Stock purchased from Mr. Mascarenhas until such time as the payments
      due under the note have been paid in full.





On
      July
      25, 2005, Ashvin Mascarenhas accepted 10,000,000 shares of our Class B, Series
      1
      Preferred Stock issued (currently Series B Preferred Stock after giving effect
      to our reincorporation in February 2005) in the name of Randy Betts (the
“Preferred Stock”) in consideration of the obligations of Mr. Betts secured
      under that certain $600,000 Secured Promissory Note dated January 5, 2005 made
      by Mr. Betts in favor of Mr. Mascarenhas (the “Note”). Mr. Betts originally
      issued the Note as payment for his purchase of the Preferred Stock from Mr.
      Mascarenhas and the Note was secured by a Pledge Agreement whereby Mr. Betts
      pledged and granted a security interest in and to the Preferred Stock until
      such
      time as the Note was paid in full. Mr. Betts has failed to make any and all
      payments to Mr. Mascarenhas under the Note resulting in an Event of Default
      under the Pledge Agreement and giving Mr. Mascarenhas rise to all rights and
      remedies as a secured party with respect to the Preferred Stock.





Effective
      September 13, 2005 the Company issued 40,000,000 shares of common stock to
      Investor Relations Services, Inc. pursuant to a consulting agreement as a
      compensatory stock grant. The issuance was exempt under Section 4(2) of the
      Securities Act of 1933, as amended..








8








Pursuant
      to the terms of an Agreement to Convert Series A Preferred Stock dated as of
      November 22, 2005 by and between Inform Worldwide Holdings, Inc and Larry G.
      Arnold, on November 22, 2005, Mr. Arnold converted all 700,000 shares of our
      Series A Preferred Stock held by him into 2,200,000 shares of our common
      stock.  In connection with this Agreement and the conversion of the Series
      A Preferred Stock, Mr. Arnold granted a full release of any and all past,
      present and future claims against us or any of our present, former and future
      agents, representatives, directors, shareholders, predecessors, successors,
      etc.





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
      currently have limited working capital with which to satisfy our cash
      requirements, and we will require additional capital in order to conduct
      operations. 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. In order to
      obtain the necessary working capital, we intend to continue to seek private
      equity financing in fiscal 2006. 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.




We
      have established our 2005 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
      intend
      to retain any future earnings to finance the expansion of our business and
      any
      necessary capital expenditures, and for general corporate purposes.





**Off
      Balance Sheet Arrangements**





We
      do not
      have any off-balance sheet financing arrangements.





**Item
      7. Financial Statements**



























































9
















REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Shareholders
      and Board of Directors


Inform
      Worldwide Holdings, Inc.





We
      have
      audited the accompanying balance sheet of Inform Worldwide Holdings, Inc as
      of
      June 30, 2005, and the related statements of operations, stockholders' deficit,
      and cash flows for the year then ended. These financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements based on our audit. The financial
      statements for the year ended June 30, 2004 were audited by other auditors
      whose
      report dated October 15, 2004 expressed an unqualified opinion on those
      statements.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates by management, as well as evaluating the overall financial
      statement presentation. We believe that our audit and the report of other
      auditors provide a reasonable basis for our opinion.





In
      our
      opinion, based on our audit, the financial statements referred to above present
      fairly, in all material respects, the results of operations and cash flows
      for
      the year ended June 30, 2005 in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the Company has suffered significant losses from operations. This
      factor raises substantial doubt about the Company’s ability to continue as a
      going concern. Management’s plans in regard to this matter are also discussed in
      Note 1. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.














Stark
      Winter Schenkein & Co., LLP


Denver,
      Colorado


December
      9, 2005






F-1








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**







To
      the
      Board of Directors and Stockholders


Inform
      Worldwide Holdings, Inc.


Denver,
      Colorado








We
      have
      audited the accompanying statements of operations, stockholders' deficit, and
      cash flows of Inform Worldwide Holdings, Inc. (formerly known as Anything
      Corporation and Anything Internet Corporation) for the year ended June 30,
      2004.
      These financial statements are the responsibility of the Company's management.
      Our responsibility is to express an opinion on these financial statements based
      on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the results of operations and cash flows of Inform Worldwide
      Holdings, Inc., for the year ended June 30, 2004, in conformity with accounting
      principles generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As shown in the financial statements and
      as
      described in Note 1, the Company incurred a net loss of $176,610 during the
      year
      ended June 30, 2004 and, as of that date, had a working capital deficiency
      and a
      total stockholders’ deficit of $1,653,908. The Company is dependent primarily on
      contributions and loans from officers and the majority stockholder to meet
      its
      operating commitments and the continuance of such is uncertain. Those conditions
      raise substantial doubt about the Company’s ability to continue as a going
      concern. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.








/s/Ehrhardt
      Keefe Steiner & Hottman PC


Ehrhardt
      Keefe Steiner & Hottman PC





October
      15, 2004


Denver,
      Colorado


F-2










**Inform
                Worldwide Holdings, Inc.****Balance
                Sheet****June
                30, 2005****Assets**Current
                AssetsCash
            
            $
                1,010Notes
                Receivable
            20,000---------Total
                assets
            $
                21,010======**Liabilities
                and Stockholders' Deficit**Current
                LiabilitiesAccounts
                payable
            45,185Accrued
                expenses
            46,154Related
                party payables
            401,965Settlement
                payable
            180,000Line
                of credit
            55,196---------Total
                current liabilities
            728,500---------Stockholders'
                DeficitPreferred
                stock, no par value,Series
                A: 1,000,000 shares authorized; 700,000 shares issuedand
                outstanding
            1,171,632Series
                B: 10,000,000 shares authorized; 10,000,000 shares issuedand
                outstanding
            100,000Undesignated:
                489,000,000 shares authorized, 0 shares issuedand
                outstanding
            -Common
                stock, no par value, 5,000,000,000 shares authorized;40,083
                shares issued and outstanding
            9,703,950Additional
                paid-in capital
            33,848Accumulated
                deficit
            (11,716,920)---------Total
                Stockholders' Deficit
            (707,490)---------Total
                liabilities and stockholders' deficit
            $
                21,010=========





**See
      notes to Financial Statements**





F-3














**Inform
                Worldwide Holdings, Inc.****Statements
                of Operations**For
                the Years EndedJune
                30,2005
            
            2004Revenues
            $
                -
            
            $
                -Operating
                ExpensesGeneral
                and administrative expenses
            724,793
            
            119,423Payroll
                expense
            49,225
            
            -Compensation
                expenses from stock options issued
            988,263
            
            -----------
            
            ----------Total
                operating expenses
            1,762,281
            
            119,423----------
            
            ----------(Loss)
                from operations
            (1,762,281)
            
            (119,423)----------
            
            -----------Other
                Income (Expense)Interest
                expense
            (22,166)
            
            (57,187)Litigation
                settlement
            (200,000)
            
            -Loss
                on extinguishment of accounts payable
            (37,754)
            
            -Loss
                on uncollectible notes receivable
            (120,022)
            
            -Gain
                from debt forgiveness
            424,212
            
            --------------
            
            ------------Total
                other income (expense)
            44,270
            
            (57,187)Net
                (loss)
            $
                (1,718,011)
            
            $
                (176,610)=========
            
            =========Basic
                and diluted net (loss) per common share
            $
                (97.95)
            
            $
                (1,447.62)=========
            
            =========Weighted
                average common shares outstanding
            17,540
            
            122








**See
      notes to Financial Statements**








F-4








**INFORM
                WORLDWIDE HOLDINGS, INC.****Statements
                of Stockholders' Deficit****For
                the Years Ended June 30, 2005 and 2004**Preferred
                Stock
            Preferred
                StockSeries
                A
            Series
                B
            Common
                Stock
            Additional
            Accumulated
            TotalShares
            Amount
            Shares
            Amount
            Shares
            Amount
            Paid-In
                Capital
            Deficit
            Shareholders'
              DeficitBalance
                at
              June
                30, 2003
            -
            $
                -
            -
            $
                -
            102
            $8,225,001
            
            $
                (9,822,299)
            $(1,597,298)Stock
                issued for services
            -
            -
            -
            -
            3
            20,000
            -
            -
            20,000Stock
                issued for cash
            -
            -
            -
            -
            1,000
            100,000
            -
            -
            100,000Net
                loss for
              the
                year
              ended
                June
              30,
                2004
            -
            -
            -
            -
            -
            -
            -
            (176,610)
            (176,610)--------
            --------
            --------
            --------
            --------
            --------
            --------
            --------
            --------Balance
                at June 30, 2004
            -
            
            
            
            1,105
            $8,345,001
            $
                -
            $
                (9,998,909)
            $(1,653,908)Stock
                issued in exchange for debt
            700,000
            1,171,632
            -
            -
            -
            -
            -
            -
            1,171,632Stock
                exchanged
            -
            -
            10,000,000
            100,000
            (1,000)
            (100,000)
            -
            -
            -Exercise
                of stock options
            
            
            
            
            10,597
            470,686.
            
            -
            470,686Stock
                issued for services
            -
            -
            -
            -
            29,381
            988,263
            -
            -
            988,263Contribution
                of capital
            -
            -
            -
            -
            -
            -
            33,848
            -
            33,848Net
                loss for
              the
                year
              ended
                June
              30,
                2005
            -
            -
            -
            -
            -
            -
            -
            (1,718,011)
            (1,718,011)--------
            --------
            --------
            --------
            --------
            --------
            --------
            --------
            --------Balance
                at June 30, 2005
            700,000
            $
                1,171,632
            10,000,000
            $100,000
            40,083
            $9,703,950
            $
                33,848
            $(11,716,920)
            $
                (707,490)======
            ======
            ======
            ======
            ======
            ======
            ======
            ========
            ======


**See
      notes to Financial Statements**





F-5








**Inform
                Worldwide Holdings, Inc.****Statements
                of Cash Flows**For
                the Years EndedJune
                30,2005
            
            2004Cash
                flows from operating activitiesNet
                (Loss)
            $
                (1,718,011)
            
            $
                (176,610)Adjustments
                to reconcile net loss to net cash (used by)operating
                activitiesLitigation
                settlement
            200,000
            
            -Loss
                on uncollectible notes receivable
            120,022
            
            -Gain
                from debt forgiveness
            (424,212)
            
            -Common
                stock issued for services
            988,263
            
            20,000Accrued
                interest on line of credit
            22,163
            
            -Changes
                in operating assets and liabilities:Increase
                (decrease) in accounts payable
            254,911
            
            (15,729)Increase
                in accrued expenses
            31,154
            
            -Loss
                of extinguishment of accounts payable
            37,754
            
            -Proceeds
                from related party payables
            174,399Accrued
                interest - related party
            -
            
            57,187Net
                cash (used by )operating activities
            (313,577)
            
            (115,152)--------
            
            --------Cash
                flows from investing activities
            
            
            -Advances
                on notes receivable
            (140,022)
            
            ---------
            
            -Net
                cash used by investing activities
            (140,022)
            
            ---------
            
            --------Cash
                flows from financing activitiesProceeds
                from notes payable - stockholders and affiliate
            -
            
            34,000Payments
                on notes payable - stockholders and affiliate
            -
            
            (15,000)Proceeds
                from issuance of common stock
            470,686
            
            100,000Payment
                on litigation settlement
            (20,000)
            
            ---------
            
            --------Net
                cash provided by financing activities
            456,086
            
            119,000--------
            
            --------Net
                increase (decrease) in cash
            (2,893)
            
            3,848Cash
                at beginning of year
            3,903
            
            55Cash
                at end of year
            1,010
            
            3,903========
            
            =======Supplemental
                cash flow information:Cash
                paid for interest expense
            $ .................4
            
            $...................
                -Cash
                paid for income taxes
            $
                -
            
            $
                -========
            
            ========Non-cash
                investing and financing activities:Conversion
                of accounts payable to related party payable
            $
                261,415
            
            $
                -========
            
            ========


**See
      notes to Financial Statements**


F-6





**Inform
      Worldwide Holdings Inc,**


**Notes
      to Financial Statements**


**June
      30, 2005**





**NOTE
      1 - NATURE OF ORGANIZATION 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). The prior
      period includes AnythingPC Internet Corporation, an inactive and wholly owned
      subsidiary which was dissolved September 1, 2003. All significant intercompany
      transactions and accounts were eliminated in the previously consolidated
      financial statements.





Reincorporation





The
      Company was originally incorporated in the State of Colorado. On January 14,
      2005, the Company’s board of directors approved the reincorporation of the
      Company from Colorado to Florida. The reincorporation was approved by the
      stockholders at a Special Shareholder’s Meeting held on February 21,
      2005.





On
      January 14, 2005, the Company's board of directors approved a plan of merger
      wherein the Colorado corporation was merged into the Florida corporation.
      Authorized shares were increased from 250,000,000 to 5,500,000,000, and the
      shares of the Colorado corporation were converted to shares of the Florida
      corporation. The merger was approved by the stockholders at a Special
      Shareholder's Meeting held on February 21, 2005.





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
      $1,718,011 during the year ended June 30, 2005. As of June 30, 2005, the
      Company’s current liabilities exceeded its current assets by $707,490. Those
      conditions, together with those described above, raise substantial doubt about
      the Company’s ability to continue as a going concern. Management is developing
      plans for reduction of its operating expenses and looking for potential
      acquisition or merger candidates. The financial statements do not include any
      adjustments that might be necessary if the Company is unable to continue as
      a
      going concern.





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.





Fair
      Value of Financial Instruments





The
      Company has determined that the fair value of its financial instruments
      approximates carrying value. The carrying amounts of cash, notes receivable,
      payables and other current liabilities approximate fair value due to the
      short-term maturity of the instruments.





F-7





**NOTE
      1 - NATURE OF ORGANIZATION 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.





Income
      Taxes





The
      Company recognizes deferred tax liabilities and assets based on the differences
      between the tax basis of assets and liabilities and their reported amounts
      in
      the financial statements that will result in taxable or deductible amounts
      in
      future years. The Company provides for a valuation allowance if it is more
      likely than not that some portion or all of the deferred tax assets will not
      be
      realized.





Recently
      Issued Accounting Pronouncements





In
      December 2003, the Financial Accounting Standards Board issued FASB
      Interpretation Number 46-R, “Consolidation of Variable Interest Entities” (FIN
      46-R). FIN 46-R, which modifies certain provisions and effective dates of FIN
      46, sets forth the criteria to be used in determining whether an investment
      is a
      variable interest entity that should be consolidated. These provisions are
      based
      on the general premise that if a company controls another entity through
      interests other than voting interests, that company should consolidate the
      controlled entity. The Company does not have any variable interest entities
      as
      of June 30, 2004 or 2005.





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 152, “Accounting for Real Estate
      Time-Sharing Transactions.” The FASB issued this Statement as a result of the
      guidance provided in AICPA Statement of Position (SOP) 04-2, “Accounting for
      Real Estate Time-Sharing Transactions.” SOP 04-2 applies to all real estate
      time-sharing transactions. Management does not expect adoption of SFAS 152
      to
      have a material impact on the Company’s financial statements as the Company does
      not engage in real estate time-sharing transactions.





In
      December 2004, the FASB issued SFAS No. 153 (SFAS 153) “Exchanges 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.





In
      December 2004, the FASB issued SFAS No. 123(R), “Share-based payment”. SFAS 123
      (R) requires 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





F-8





**NOTE
      1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (CONTINUED)**





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. SFAS 123 (R)
      replaces SFAS 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. The Company is evaluating the impact **** of 
      SFAS No. 123 (R).





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 in fiscal year ended June 30, 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 Year Ended
              June
                30,2005
            2004Net
                (Loss) as reported
            
            
            $(1,718,011)
            $(176,610)Add
                compensation cost included in net loss
            
            
            83,062
            -Deduct
                fair value of employee compensation cost
            
            
            (553,664)
            -Net
                (loss) pro forma
            
            
            $(2,188,613)
            (176,610)Net
                (loss) per share as reported
            
            
            $(97.95)
            $(1,447.62)Net
                (loss) per share pro forma
            
            
            $(26.80)
            $(1,447.62)





**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 (now Series A Preferred Stock after our reincorporation in
      February 2005). 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 non-interest bearing demand note with
      the Company’s majority stockholder in the amount of $174,399 for repayment of
      expenses made on behalf of the Company.





Certain
      administrative functions are performed by a company owned by the majority
      shareholder. At June 30, 2005, amounts due to the related company were
      $214,884.








F-9





**NOTE
      3 - NOTES RECEIVABLE**





During
      2005, the Company advanced $140,022 to a third party in exchange for demand
      notes with interest at 6% per annum. At June 30, 2005, these notes have been
      written down to their estimated realizable value, resulting in a loss of
      $120,022.





**NOTE
      4 - 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  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
      5 - LINE OF CREDIT**





The
      Company has a $50,000 line of credit with a bank. Payments are due on the
      15 th of each
      month and interest accrues at the rate of 13.88% per annum. The line of credit
      is personally guaranteed by a former officer of the Company. At June 30, 2005
      and 2004, the Company was in default in the payment of certain amounts due
      under
      the line of credit.





**NOTE
      6 - STOCKHOLDERS’ (DEFICIT)**





The
      Company is authorized by its Articles of Incorporation, as amended, to issue
      an
      aggregate of 5,000,000,000 shares of common stock, no par value, (“Common
      Stock”); and 500,000,000 shares of preferred stock, no par value
      (“Preferred Stock”), of which 1,000,000 shares have been designated series A
      preferred stock (“Series A Preferred Stock”) and 10,000,000 shares have been
      designated series B preferred stock (“Series B Preferred Stock).





As
      described in Note 2, in July 2004 the Company issued 700,000 shares of Series
      A
      Preferred Stock in exchange for $1,171,632 in amounts due to a stockholder
      and
      affiliates. The Series A 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
      A
      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 A 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 1,000 shares of its common stock for cash proceeds
      of $100,000.





For
      the
      year ended June 30, 2005, the Company issued 16,682 shares of common stock
      valued at $845,836 to pay for consultants and 12,699 shares of common stock
      valued at $59,365 to pay for legal fees. In addition, the Company granted 10,597
      options to employees that were all exercised during the year for cash proceeds
      of $470,686 and compensation expense of $83,062.





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.








F-10





**NOTE
      6 - STOCKHOLDERS’ (DEFICIT) (CONTINUED)**





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. 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. In December 2004, the
      Company amended both plans to increase the number of shares available to
      153,000,000 and 80,000,000 shares, respectively.





In
      March
      2005, the Company established its 2005 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. There are 100,000,000 shares
      available under the plan.





Stock
      Options





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 not less than eighty-five percent of market price and
      have
      a life of up to five years and vest immediately or after 18 months.





During
      the year ended June 30, 2005, the Company issued 10,597 non-qualified options
      to
      employees valued at $553,664 using the Black-Scholes option-pricing model with
      the following assumptions: volatility of 326.93% (for the quarter ended December
      31, 2004) and 366.33% (for the quarter ended March 31, 2005), 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 $83,062 as compensation
      expense.





Summary





A
      summary
      of the status of the Company’s stock options as of June 30, 2005:





Options
            
            Shares
            Weighted
                Average Exercise Price
            Exercisable
                Options
            Weighted
                Average Fair ValueOutstanding
                at June 30, 2004
            15.41
            $48,000
            15.41
            $-Granted
            10,597
            $44.42
            -
            $0.0017Exercised
            10,597
            $44.42
            -
            $0.0017Cancelled/Expired
            -
            -Outstanding
                at June 30, 2005
            15.41
            $48,000
            15.41





The
      options expire at various dates through May 27, 2012.





Series
      B Preferred Stock





On
      February 1, 2005, the Company designated a series of preferred stock known
      as
      Class B, Series 1 Preferred Stock, no par value per share (now Series B
      Preferred Stock after consummation of our reincorporation in February 2005).
      Each share of Series B Preferred Stock is convertible into fifteen (15) shares
      of the Company’s common stock at any time after July 3, 2005 at the option of
      the holder.  Holders of the Series B 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 Series B Preferred Stock shall also
      be entitled to receive, upon liquidation, an amount equal to $0.01 per share
      of
      the Series B Preferred Stock plus all declared but unpaid dividends with respect
      to such shares.  The shares of Series B Preferred Stock are not
      redeemable.


F-11 **NOTE
      6 - STOCKHOLDERS’ DEFICIT (CONTINUED)**








The
      holders of Series B 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 Series B Preferred Stock shall have such number
      of
      votes as is determined by multiplying (a) the number of shares of Series B
      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.





Share
      Exchange





On
      February 1, 2005, the Company agreed to exchange 1,000 shares of its common
      stock held by its former president and controlling stockholder for 10,000,000
      shares of the Company’s Series B Preferred Stock.




Stock
      Purchase Agreement





On
      January 5, 2005, the Company entered into a stock purchase agreement with its
      Chief Executive Officer, Randy W. Betts, and its controlling stockholder, Ashvin
      Mascarenhas, whereby Mr. Mascarenhas agreed to sell 10,000,000 shares of the
      Company’s Series B Preferred Stock held by him to Mr. Betts. Pursuant to the
      terms of the Agreement, the Company agreed not to amend such terms of the Series
      B 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 Mr. Mascarenhas.





Change
      in Control





On
      July
      25, 2005, Ashvin Mascarenhas accepted 10,000,000 shares of our Class B, Series
      1
      Preferred Stock issued (currently Series B Preferred Stock after giving effect
      to our reincorporation in February 2005) in the name of Randy Betts (the
“Preferred Stock”) in consideration of the obligations of Mr. Betts secured
      under that certain $600,000 Secured Promissory Note dated January 5, 2005 made
      by Mr. Betts in favor of Mr. Mascarenhas (the “Note”). Mr. Betts originally
      issued the Note as payment for his purchase of the Preferred Stock from Mr.
      Mascarenhas and the Note was secured by a Pledge Agreement whereby Mr. Betts
      pledged and granted a security interest in and to the Preferred Stock until
      such
      time as the Note was paid in full. Mr. Betts failed to make any of the payments
      under the Note resulting in an Event of Default under the Pledge Agreement
      and
      giving Mr. Mascarenhas rise to all rights and remedies as a secured party with
      respect to the Preferred Stock.





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
      5,500,000,000. The increase in authorized capital was approved by the
      stockholders at a Special Shareholder’s Meeting held on February 21,
      2005.





Reverse
      Stock Split





On
      March
      1, 2005, the Company and board of directors approved a 1 for 100 reverse stock
      split. The reverse split became effective the same day. All references to common
      stock and per share data have been retroactively restated to show the effect
      of
      the reverse stock split.





**NOTE
      7 - 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 reached an agreement
      (the “Parrish Agreement”) to settle the case for $120,000,





F-12





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 the agreement.





On
      July
      25, 2005, the Company entered into an Assignment and Assumption Agreement
      ("Assignment Agreement") with Global Material & Services, Inc, ("Global")
      whereby the Company assigned all the Company's obligations under the Parrish
      Agreement in exchange for forgiveness of certain demand notes ("Demand Notes")
      under which the Company lent funds to Global. Global failed to make the monthly
      payments pursuant to the Assignment Agreement and is in default. Because of
      Global's default, on September 16, 2005, the plaintiffs filed and were granted
      the stipulated judgment pursuant to the Parrish Agreement for $200,000. The
      Company is reevaluating its position regarding this case.





**NOTE
      8 - SUBSEQUENT EVENTS**





Stock
      Issued Subsequent to Year End





On
      August, 29, 2005, a 1/1500 reverse split became effective upon the requisite
      Board of Directors approval.





Effective
      September 13, 2005 the Company issued 40,000,000 shares of common stock to
      Investor Relations Services, Inc. pursuant to a consulting agreement as a
      compensatory stock grant. The issuance was exempt under Section 4(2) of the
      Securities Act of 1933, as amended.





On
      September 9, 2005, the Company issued a convertible promissory note with an
      effective date of July 1, 2004 in an amount of up to $100,000.  The note
      was issued to the Company’s legal counsel in consideration of amounts owing
      under outstanding legal invoices and in connection with the fee agreement
      previously executed between us and our legal counsel.  The promissory note
      is payable upon demand and bears interest at a rate of 1.5 % per month.  In
      addition, the note is convertible (except for any legal services incurred in
      connection with "capital raising" transactions) into our common stock at a
      conversion price of $0.02 per share. The promissory note was subsequently
      assumed by an affiliated company owned by our majority shareholder. The
      affiliated company negotiated a reduction in the amount of debt outstanding,
      and
      this amount was recorded as a contribution of capital.





Preferred
      Share Conversion





On
      September 1, 2005, our President converted 10,000,000 shares of Series B
      Preferred Stock held by him into 150,000,000 common shares.





Pursuant
      to the terms of an Agreement to Convert Series A Preferred Stock dated as of
      November 22, 2005 by and between th Company and Larry G. Arnold, on November
      22,
      2005, Mr. Arnold converted all 700,000 shares of the Series A Preferred Stock
      held by him into 2,200,000 shares of common stock.  In connection with this
      Agreement and the conversion of the Series A Preferred Stock, Mr. Arnold was
      granted a full release of any and all past, present and future claims against
      the Company or any of the Company's present, former and future agents,
      representatives, directors, shareholders, predecessors, successors,
      etc.





Reverse
      Stock Split





On
      August
      9, 2005, the Company and board of directors approved a 1 for 1,500 reverse
      stock
      split. The reverse split became effective August 29, 2005. All references to
      common stock and per share data have been retroactively restated to show the
      effect of the reverse stock split.














F-13













**Item
      8. Changes In and Disagreements With Accountants on Accounting and Financial
      Disclosure.**





Effective
      August 4, 2005, we dismissed Ehrhardt Keefe Steiner & Hottman, PC as our
      independent accountant and on September 8, 2005, we engaged Stark Winter
      Schenkein, & Co., LLP as our independent accountant.





The
      reports of Ehrhardt Keefe Steiner & Hottman, PC on our financial statements
      for the fiscal years ended June 30, 2003 and 2004 did not contain an adverse
      opinion or a disclaimer of opinion, nor were such reports qualified or modified
      as to uncertainty, audit scope or accounting principles, except that the
      accountant’s reports of Ehrhardt Keefe Steiner & Hottman, PC on our
      financial statements for the fiscal years ended June 30, 2003 and 2004 stated
      that we had reported net losses, a working capital deficiency, a stockholders’
deficit and were dependent primarily on contributions and loans from officers
      and the majority stockholder to meet our operating commitments and the
      continuance of such was uncertain, and that these conditions raised substantial
      doubt about our ability to continue as a going concern.





The
      decision to change accountants from Ehrhardt Keefe Steiner & Hottman, PC to
      Stark Winter Schenkein & Co., LLP was approved by our board of
      directors.





During
      our fiscal years ended June 30, 2003 and 2004 and the subsequent interim period
      through August 4, 2005, the date of the dismissal of Ehrhardt Keefe Steiner
      & Hottman, PC, we did not have any disagreement with Ehrhardt Keefe Steiner
& Hottman, PC on any matter of accounting principles or practices, financial
      statement disclosure, or auditing scope or procedure.





During
      that time, there were no “reportable events” as set forth in Item 304(a)(1)(i-v)
      of Regulation S-B adopted by the Securities and Exchange Commission, except
      that
      the accountant’s reports of Ehrhardt Keefe Steiner & Hottman, PC on our
      financial statements for the fiscal years ended June 30, 2003 and 2004 stated
      that we had reported net losses, a working capital deficiency, a stockholders’
deficit and was dependent primarily on contributions and loans from officers
      and
      the majority stockholder to meet our operating commitments and the continuance
      of such was uncertain, and that these conditions raised substantial doubt about
      our ability to continue as a going concern.




We
      engaged Stark Winter Schenkein, & Co., LLP on September 8, 2005. We had not
      consulted Stark Winter Schenkein, & Co., LLP regarding any of the matters
      specified in Item 304(a)(2) of Regulation S-B.





We
      have
      provided Ehrhardt Keefe Steiner & Hottman, PC with a copy of this disclosure
      prior to its filing with the Commission.





**Item
      8A. 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
      Annual Report on Form 10-KSB.  For the year ended June 30, 2004, our
      previous 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.  During 2005,
      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





10





(“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 previous auditors also advised the Board of
      Directors and management that those weaknesses identified during the year-ended
      June 30, 2004 remained.





We
      maintain and are currently undertaking actions to improve disclosure controls
      and procedures designed to ensure that information required to be disclosed
      in reports filed under the Securities Exchange Act of 1934, as amended, is
      recorded, processed, summarized and reported within the specific time
      periods.  Based on our evaluation, the CEO and CFO believe that the
      weaknesses identified above did not affect the disclosure in our annual or
      quarterly reports due to controls put in place during the current quarter
      and compensating controls, such as the detailed review of these areas during
      the
      preparation of our quarterly reports.





These
      weaknesses are currently being addressed and actions are currently being taken
      to improve our disclosure controls and procedures, and our CEO and CFO concluded
      that our disclosure controls and procedures, combined with compensating controls
      were not effective as of the end of the period covered by this report in that
      information required to be disclosed in this 10KSB has been recorded, processed,
      summarized and reported within the current fiscal year.  Although there was
      a change in our disclosure controls and procedures during the quarter, there
      were no changes in our internal control over financial reporting that occurred
      during our most recent fiscal quarter that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





**Item
      8B. Other Information.**




None


**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters And Control Persons; Compliance With
                Section
                16(A) Of The Exchange Act**





**Executive
      Officer and Directors**





Our
      executive officers and directors, the positions held by them, and their ages
      are
      as follows:





**Name**  **Age**  **Position**





Ashvin
      Mascarenhas (1)  36  Chairman
      of the Board of Directors, President and Secretary





(1)
      Randy
      W. Betts resigned as President and Secretary on July 25, 2005 and as Director
      on
      September 8, 2005.




**Ashvin
      Mascarenhas** is the
      Chairman of the Board and our President and Secretary. At the end of 2003,
      Mr.
      Mascarenhas founded Loyola Holdings, Inc., a private holding company, and Loyola
      Financial Services, Inc., a private consulting company, and he is currently
      the
      principal owner and operator of each of these companies. From 2002 to 2003,
      Mr.
      Mascarenhas was a consultant for Alexander & Wade, Inc., a private
      investment banking consulting company located in San Diego, California. From
      2001 to 2002, Mr. Mascarenhas provided corporate finance and sales consulting
      services to Cybertel Communications Corp., a publicly traded telecommunications
      company located in La Mirada, California. During that period, he also consulted
      for Cybervest, Inc., a brokerage firm in Ft. Lauderdale, Florida, implementing
      its insurance and financial planning division. From 1998 to 2001, Mr.
      Mascarenhas was the Vice President of Sales and Marketing for America’s Health
      Choice Medical Plans, Inc., a privately held managed healthcare company located
      in Vero Beach, Florida.





**Audit
      Committee**





We
      do not
      have an audit committee at this time.





11





**Code
      of Ethics**





Effective
      July 1, 2004, our board of directors adopted the Inform Worldwide Holdings,
      Inc.
      Code of Business Conduct and Ethics, or the Code of Ethics. The board of
      directors believes that our Code of Ethics provides standards that are
      reasonably designed to deter wrongdoing and to promote the following: (1)
      honest and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional relationships; (2)
      full,
      fair, accurate, timely, and understandable disclosure in reports and documents
      that we file with, or submit to, the Securities and Exchange
      Commission ;
      (3)
      compliance with applicable governmental laws, rules and regulations; the
      prompt internal reporting of violations of the Code of Ethics to an appropriate
      person or persons; and (4)
      accountability for adherence to the Code of Ethics. Our Code of Ethics is
      attached as an exhibit to this annual report, and we will provide a copy of
      our
      Code of Ethics by mail to any person without charge upon written request to
      us
      at 2501 N. Green Valley Parkway, Suite 110-D, Henderson, NV
      89014.





**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section 16(a)
      of the Securities Exchange Act of 1934, as amended, requires our directors,
      executive officers, and stockholders holding more than 10% of our outstanding
      common stock, to file with the Securities and Exchange Commission initial
      reports of ownership and reports of changes in beneficial ownership of our
      common stock. Executive officers, directors and greater-than-10% stockholders
      are required by SEC regulations to furnish us with copies of all
      Section 16(a) reports they file. To our knowledge, based solely on review
      of the copies of such reports furnished to us for the period ended June 30,
      2005, all Section 16(a) reports required to be filed by our executive
      officers, directors and greater-than-10% stockholders were filed on a timely
      basis.





**Item
      10. Executive Compensation**





The
      following table sets forth the cash compensation paid to the Chief Executive
      Officer and to all other executive officers for services rendered during the
      fiscal years ended June 30, 2005, 2004, and 2003.





**Annual
                Compensation**
            
            **Long-Term
                Compensation****Common
                Shares****Underlying**
            
            **All****Restricted**
            
            **Options**
            
            **Other****Other
                Annual**
            
            **Stock**
            
            **Granted**
            
            **Compen****Name
                and Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Compensation**
            
            **Awards
                ($)**
            
            **(#
                Shares)**
            
            **-sation**Ashvin
                Masacrenhas
            
            2005
            
            -0-
            
            -0-
            
            N/A
            
            N/A
            
            N/A
            
            N/A*President,
                Secretary and Director*Randy
                Betts
            
            2005
            
            -0-
            
            -0-
            
            N/A
            
            N/A
            
            N/A
            
            N/A*Former
                President, Secretary and Director*
              *Resigned
                as Officer July 25, 2005*
              *Resigned
                as Director September 8, 2005*James
                Wheeler
            
            2005
            
            -0-
            
            -0-
            
            N/A
            
            N/A
            
            N/A
            
            N/A*Former
                Director*Anthony
                Clanton
            
            2004
            
            -0-
            
            -0-
            
            $
                10,000
            
            -0-
            
            ------
            
            -0-*Former
                Director,*
            
            2003
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-





12





*Resigned
                June 30, 2004*
            
            2002
            
            N/A
            
            N/A
            
            N/A
            
            N/A
            
            N/A
            
            N/ALarry
                G. Arnold
            
            2004
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Former
                CEO*
            
            2003
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Resigned
                January 2003*
            
            2002
            
            $
                200,000*
            
            -0-
            
            -0-
            
            -0-
            
            200,000
            
            -0-





*Not
      paid. On May 3, 2004 we entered into a written agreement with Larry G. Arnold
      pursuant to which Mr. Arnold agreed to (a) cancel Mr. Arnold’s employment
      agreement with us dated May 4, 2000, (b) waive all claims to past and future
      compensation under that employment agreement, (c) indemnify and hold us harmless
      from all consequences, including liability for damages, costs, and attorney
      fees
      arising from the lawsuit described in Item 3 above, (d) convert all claims,
      demands, or principal debt owed to him or his affiliates by us into 700,000
      shares of our Class A, Series 1 Cumulative Convertible Preferred Stock, and
      (e)
      waive any and all interest on such debt.





**Option
      Grants and Exercises**





There
      were no option grants to or exercises by any of the executive officers named
      in
      the Summary Compensation Table above.





**Employment
      Agreements**





We
      do not
      currently have any employment agreements with any of our executive officers.
      However, we intend to enter into an employment agreement with our President
      and
      Secretary, Ash Mascarenhas.





**Compensation
      of Directors**





All
      directors receive reimbursement for reasonable out-of-pocket expenses in
      attending board of directors meetings and for promoting our business. From
      time
      to time we may engage certain members of the board of directors to perform
      services on our behalf. In such cases, we compensate the members for their
      services at rates no more favorable than could be obtained from unaffiliated
      parties.





**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management.**





The
      following table sets forth certain information regarding the beneficial
      ownership of our common stock as of December  9, 2005 by the following
      persons:




·འའ
            each
                person who is known to be the beneficial owner of more than five
                percent
                (5%) of our issued and outstanding shares of common
                stock;·འའ
            each
                of our directors and executive officers; and·འའ
            all
                of our directors and executive officers as a
                group.




**Name
                And Address**
            **Number
                Of Shares Beneficially Owned**
            **Percentage
                Owned**Ashvin
                Mascarenhas(1)(2)
            150,000,000
            78,9%Loyola
                Holdings, Inc.(1)(2)
            100,000,000
            52.6%Ambrose
                Venture Fund, LLC (1)(2)
            20,000,000
            10.5%Investor
                Relations Services Inc.
              120
                Flagler Avenue
              New
                Smyrna Beach, FL 32169
            40,000,000
            21.0%All
                directors and officers as a group
            150,000,000
            78.9%


13





(1)  Unless
      otherwise noted, the address is 2501 North Green Valley Parkway, Suite 110,
      Henderson, NV 89014.





(2)  Mr.
      Mascarenhas converted all of the 10,000,000 shares of Series B Preferred Stock
      held by him on September 1, 2005 into 150,000,000 shares of common stock.
      Subsequently, Mr. Mascarenhas transferred 120,000,000 shares to two entities
      controlled by him as follows: (i) 100,000,000 to Loyola Holdings and 20,00,000
      shares to Ambrose Ventures Fund, LLC.





The
      table
      above assumes that there are 190,040,644 common shares issued and outstanding.
      Beneficial ownership is determined in accordance with the rules and regulations
      of the SEC. The number of shares and the percentage beneficially owned by each
      individual listed above include shares that are subject to options held by
      that
      individual that are immediately exercisable or exercisable within 60 days from
      the date of this report and the number of shares and the percentage beneficially
      owned by all officers and directors as a group includes shares subject to
      options held by all officers and directors as a group that are immediately
      exercisable or exercisable within 60 days from the date of this
      report.





**Item
      12. Certain Relationships and Related Transactions.**





**Larry
      Arnold Settlement, Indemnification, and Debt Conversion.** On
      May 3,
      2004 we entered into a written agreement with Larry G. Arnold pursuant to which
      Mr. Arnold agreed to (a) cancel Mr. Arnold’s employment agreement with us dated
      May 4, 2000, (b) waive all claims to past and future compensation under that
      employment agreement, (c) indemnify and hold us harmless from all consequences,
      including liability for damages, costs, and attorney fees arising from the
      lawsuit described in Item 3 above, (d) convert all claims, demands, or principal
      debt owed to him or his affiliates by us into 700,000 shares of our Class A,
      Series 1 Cumulative Convertible Preferred Stock, and (e) waive any and all
      interest on such debt.





Pursuant
      to the terms of an Agreement to Convert Series A Preferred Stock dated as of
      November 22, 2005 by and between Inform Worldwide Holdings, Inc and Larry G.
      Arnold, on November 22, 2005, Mr. Arnold converted all 700,000 shares of our
      Series A Preferred Stock held by him into 2,200,000 shares of our common
      stock.  In connection with this Agreement and the conversion of the Series
      A Preferred Stock, Mr. Arnold granted a full release of any and all past,
      present and future claims against us or any of our present, former and future
      agents, representatives, directors, shareholders, predecessors, successors,
      etc.





**Item
      13. Exhibits.**





Exhibit
      No.  Description





2.1
            Agreement
                and Plan of Merger dated February 1, 2005 between Inform Worldwide
                Holdings, Inc., a Florida Corporation and Inform Worldwide Holdings,
                Inc.,
                a Colorado Corporation. (1)3.1
            Articles
                of Incorporation. (1)3.2
            Bylaws.
                (1)4.1
            Second
                Amended and Restated 2004 Inform Worldwide Holdings, Inc. Employee
                Stock
                Incentive Plan. (2)4.2
            Second
                Amended and Restated Inform Worldwide Holdings, Inc. 2004 Non-Employee
                Directors and Consultants Retainer Stock Plan. (2)4.3
            2005
                Stock Incentive Plan. (3)10.1
            Stock
                Purchase Agreement dated January 5, 2005 between the Company, Ash
                Mascarenhas and Randy W. Betts. (4)10.2
            Settlement
                Agreement between Larry G. Arnold and Inform Worldwide Holdings,
                Inc.
                (5)10.3
            Agreement
                dated as of July 25, 2005 between Randy W. Betts and Ash Mascarenhas
                (6)10.4
            Consulting
                Agreement dated as of September 13, 2005 between Inform Worldwide
                Holdings, Inc. and Investor Relations Services, Inc.14
            Inform
                Worldwide Holdings, Inc. Code of Business Conduct and Ethics.
                (5)16.1
            Letter
                from Ehrhardt Keefe Steiner & Hottman, PC. (7)31.1
            Certification
                of Ashvin Mascarenhas pursuant to Rule 13a-14(a).


14


32.2
            Certification
                of Ashvin Mascarenhas pursuant to 18 U.S.C Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1)
            Filed
                as an appendix to the our Preliminary Proxy Statement on Form 14C
                (File
                No. 000-29994) and incorporated by reference herein.(2)
            Filed
                as an exhibit to our Registration Statement on Form S-8 (File No.
                333-121898) and incorporated by reference herein.(3)
            Filed
                as an exhibit to our Registration Statement on Form S-8 (File No.
                333-123054) and incorporated by reference herein.(4)
            Filed
                as an exhibit to our Current Report on Form 8-K (File No. 000-29994)
                and
                incorporated by reference herein.(5)
            Filed
                as an exhibit to our Annual Report on Form 10KSB (File No. 000-29994)
                for
                the year ended June 30, 2004 and incorporated herein by
                reference.(6)
            Filed
                an exhibit on our Current Report on Form 8-K (File No. 000-29994)
                dated
                July 25, 2005 and incorporated by reference herein.(7)
            Filed
                an exhibit on our Current Report on Form 8-K (File No. 000-29994)
                dated
                July 25, 2005 and incorporated by reference herein
                .





**Item
      14. Principal Accountant Fees and Services.**





**Appointment
      of Auditors**




Our
      Board
      of Directors has selected Stark Winter Schenkein & Co., LLP, independent
      accountants, as our auditors for the year ended June 30, 2005.





**Audit
      Fees**





Stark
      Winter Schenkein & Co., LLP, billed us $10,500 in fee for our annual audit
      for the year ended June 30, 2005 and Ehrhardt Keefe Steiner & Hottman PC
      billed us $34,554 in fee for review of our quarterly financial statements for
      that year.





Ehrhardt
      Keefe Steiner & Hottman PC billed us $11,708 in fees for our annual audit
      for the year ended June 30, 2004, and $12,389 in fees for the review of our
      quarterly financial statements for that year.





**Audit-Related
      Fees**





We
      did
      not pay any fees to Stark Winter Schenkein & Co., LLP for assurance and
      related services that are not reported under Audit Fees above in 2005.





We
      did
      not pay any fees to Ehrhardt Keefe Steiner & Hottman PC for assurance and
      related services that are not reported under Audit Fees above in
      2004.




**Tax
      and All Other Fees**




We
      did
      not pay any fees to Stark Winter Schenkein & Co., LLP for tax compliance,
      tax advice, tax planning or other work during our fiscal year ending June 30,
      2005.





We
      did
      not pay any fees to Ehrhardt Keefe Steiner & Hottman PC for tax compliance,
      tax advice, tax planning or other work during our fiscal year ending June 30,
      2004.





**Pre-Approval
      Policies and Procedures**





We
      have
      implemented pre-approval policies and procedures related to the provision of
      audit and non-audit services. Under these procedures, our board of directors
      pre-approves all services to be provided by Stark Winter Schenkein & Co.,
      LLP and Ehrhardt Keefe Steiner & Hottman PC and the estimated fees related
      to these services.





15


With
      respect to the audit of our financial statements as of June 30, 2005 and for
      the
      year then ended, none of the hours expended on Stark Winter Schenkein & Co.,
      LLP ‘s engagement to audit those financial statements were attributed to work by
      persons other than Stark Winter Schenkein & Co., LLP’s full-time, permanent
      employees.





With
      respect to the review of our quarterly financial statements for the year ended
      June 30, 2005, none of the hours expended on Ehrhardt Keefe Steiner &
Hottman PC’s engagement to review those financial statements were attributed to
      work by persons other than Ehrhardt Keefe Steiner & Hottman PC’s full-time,
      permanent employees.











Signatures





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      report has been signed below by the following persons on behalf of the
      registrant and in the capacities indicated.





**INFORM
      WORLDWIDE HOLDINGS, INC.**





By :
      /s/
      Ashvin Mascarenhas


Ashvin
      Mascarenhas, Chairman, President and Secretary











Signatures  Title  Date








/s/
      Ashvin Mascarenhas  Chairman
      of the Board, President,  December
      13, 2005


Ashvin
      Mascarenhas  and
      Secretary




































































17