**U. S. SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON, D.C. 20549**
 **FORM 10-KSB/A**
 (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, 2004**
 [ ]  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)
 **Colorado**
**84-1425882**(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)****
**2501 North Green Valley Parkway, Suite 110-D**
**Henderson, NV 89014**
**___________________________________________________________________________**(Address of principal executive offices, including zip code) Registrants telephone number, including area code: **(702) 433-5668** Securities registered pursuant to Section 12(b) of the Act: **None**
 Securities registered pursuant to Section 12(g) of the Act: **Class A 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. [ ]
 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 $472,168 as of September 30, 2004. 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 150,000,000 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 September 30, 2004, 165,738,950 shares of our common stock were issued and outstanding.
 Documents Incorporated by Reference: None.
 Transitional Small Business Disclosure Format: No.
 
 
   1    
 **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 150,000,000 shares of our common stock to Mr. Ash Mascarenhas for a purchase price of $100,000.00. The 150,000,000 shares constituted approximately ninety percent (90%) of the issued and outstanding shares of our common stock. 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.
 
 Our principal executive offices are located at 2501 North Green Valley Parkway #110-D, Henderson, NV 89014, and our telephone number is (702) 433-5668. 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-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.  2
 **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. We believe the case is without merit and we are vigorously defending it. In May 2004, Mr. Arnold entered into an agreement with us whereby he has agreed to fully and unconditionally indemnify us for any and all claims, liabilities, costs and attorneys fees arising out of or related to this litigation.
  **Item 4. Submission of Matters to a Vote of Security Holders**
 
 None.
 
 **PART I** **I**
 
 **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 "IWWH.OB." Our common stock began trading on July 15, 1999 with an opening bid price of $4.00 a share. As of September 30, 2004, there were approximately 430 record holders of our common stock.
 
 The following table sets forth the quarterly high and low sale prices of our common stock in each of the last four quarters.
 
 **High Sale**
**Low Sale****Fiscal Quarters 2003-04**
**Price**
**Price**--------------------------------
-------------
------------First Quarter 2003
$ 0.09
$ 0.07Second Quarter 2003
$ 0.07
$ 0.01Third Quarter 2004
$ 0.18
$ 0.04Fourth Quarter 2004
$ 0.08
$ 0.02 
 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
610,000
$0.20
2,390,000Equity compensation plans not approved by security holders
1,701,500
$0.36
-0-**Total**
2,311,500

2,390,000 
 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 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 shares.
 3
 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.
 **Item 6. Managements Discussion and Analysis or Plan of Operation**
 
 T he 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 150,000,000 shares of our common stock to Mr. Ash Mascarenhas for a purchase price of $100,000.00. The 150,000,000 shares constituted approximately ninety percent (90%) of the issued and outstanding shares of our common stock. Mr. Mascarenhas acquired our shares for investment purposes. Before this issuance, Mr. Larry Arnold was our controlling stockholder. Mr. Mascarenhas was appointed to our board of directors and was named as our President and Secretary. Our former directors and officers resigned.
 
 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 pursues one of these opportunities, management may receive additional shares of our capital stock in connection therewith.
 
 Although we were able to decrease the expenses incurred by the company for the year ended June 30, 2004, the decrease resulted primarily from our cutting substantially all operating expenses except those relating to necessary legal, accounting and other professional services. We currently have limited working capital with which to satisfy our cash requirements, and we will require additional capital in order to conduct operations. We have been in default for several years on a line-of-credit which was taken out in the name of the company, which was personally guaranteed by one of our former officers. The validity of the line-of-credit is disputed by the company. We anticipate that we will need at least $500,000 in additional working capital in order to sustain operations for the next 12 months. This requirement may increase substantially, depending on the nature and capital requirements of the business opportunities we elect to pursue. In order to obtain the necessary working capital, we intend to continue to seek private equity financing in fiscal 2005. Such financing may not be available to us, when and if needed, on acceptable terms or at all. In the event that we are unable to obtain such financing, management may provide additional financing for us.
 
 In the next twelve months, we intend to hire from six to up to fifty employees, depending on the nature of the business opportunities we elect to pursue. We have established our 2004 Employee Stock Incentive Plan in order to attract and retain employees and to provide employees who make significant and extraordinary contributions to our long-term growth and performance with equity-based compensation incentives. We may lease these employees from an employment leasing agency rather than hire the employees directly, and the employment leasing agency may be affiliated with our new management. In addition, we have established our 2004 Non-Employee Directors and Consultants Retainer Stock Plan in order to promote our interests and those of our stockholders by attracting and retaining non-employee directors and consultants capable of furthering our future success.
 
 We intend to retain any future earnings to finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes.
 
 **Off Balance Sheet Arrangements**
 
 We do not have any off-balance sheet financing arrangements.  4
 
 **Item 7. Financial Statements**
 
 **INFORM WORLDWIDE HOLDINGS, INC.**
 **Table of Contents**
 
 Page
 
 Report of Independent Registered Public Accounting Firm
F - 1Financial StatementsBalance Sheet
F - 2Statements of Operation
F - 3Statement of Stockholders' Deficit
F - 4Statements of Cash Flows
F - 5Notes to Financial Statements
F - 7 to F-11
 
 
 
  
 5
 
 **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 balance sheet of Inform Worldwide Holdings, Inc. (formerly known as Anything Corporation and Anything Internet Corporation) as of June 30, 2004, and the related statements of operations, stockholders' deficit, and cash flows for the years ended June 30, 2004 and 2003. 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 audits.
 
 We conducted our audits 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 audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Inform Worldwide Holdings, Inc., as of June 30, 2004 and the results of its operations and its cash flows for the years ended June 30, 2004 and 2003, 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.
 
 
 Ehrhardt Keefe Steiner & Hottman PC
 October 15, 2004
 Denver, Colorado
 
  
 F - 1
 
 
 Inform Worldwide Holdings, Inc
 **Balance Sheet**
 **June 30, 2004**
 
 
 **Assets**Current assetsCash

$
3,903Total assets

$
3,903**Liabilities and Stockholders Deficit**Current liabilitiesDue to stockholder (Note 2)

$
1,171,632Accounts payable


221,150Accrued expenses


231,996Line of credit


33,033Total current liabilities


1,657,811Commitments and contingenciesStockholders deficitPreferred stock, Class A, no par value 9,000,000 shares authorized; 0 shares issued and outstanding


-Preferred stock, Class A Series 1, Cumulative Convertible, no par value; 1,000,000 shares authorized; 0 shares issued and outstanding


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


8,345,001Accumulated deficit


(9,998,909
)Total stockholders deficit


(1,653,908
)Total liabilities and stockholders deficit

$
3,903
 
 
 See notes to financial statements.

F - 2
 **INFORM WORLDWIDE HOLDINGS, INC.**
 
 
 **Statements of Operations**
 
 
 For the Years EndedJune 30,2004


2003General and administrative expenses

$
119,423

$
154,916Loss from operations


(119,423
)

(154,916
)Other expensesInterest expense


(57,187
)

(70,093
)Loss before provision for income taxes


(176,610
)

(225,009
)Income taxes


-


-Net loss available to common stockholders

$
(176,610
)
$
(225,009
)Basic/diluted net loss per share

$
(0.01
)
$
(0.01
)Basic/diluted weighted average number of common shares outstanding


18,366,214


15,238,950
 
 
  
 See notes to financial statements.

F - 3
 INFORM WORLDWIDE HOLDINGS, INC.
 
 
 **Statement of Stockholders Deficit**
 **For the Years Ended June 30, 2004 and 2003**
  
 Preferred Stock

Common Stock


Accumulated


Stockholders' EquityShares

Amount

Shares

Amount

Deficit

(Deficit)Balance at June 30, 2002




$
-


15,238,950

$
8,225,001

$
(9,597,290
)
$
(1,372,289
)Net Loss for the year ended June 30, 2003


-


-


-


-


(225,009
)

(225,009
)Balance at June 30, 2003


-


-


15,238,950


8,225,001


(9,822,299
)

(1,597,298
)Stock issued for services


-


-


500,000


20,000


-


20,000Stock issued for cash


-


-


150,000,000


100,000


-


100,000Net loss for the year ended June 30, 2004


-


-


-


-


(176,610
)

(176,610
)Balance at June 30, 2004


-

$
-


165,738,950

$
8,345,001

$
(9,998,909
)
$
(1,653,908
)
  
 See notes to financial statements.

F - 4
 INFORM WORLDWIDE HOLDINGS, INC.
 
 
 **Statements of Cash Flows**
 
 
 For the Years EndedJune 30,2004


2003Cash flows from operating activitiesNet loss

$
(176,610
)
$
(225,009
)Adjustments to reconcile net loss to net cash used by operating activitiesDepreciation and amortization


-


2,168Stock issued for services


20,000


-Changes in assets and liabilitiesDeposit


-


500Accounts payable


(15,729
)

17,796Accrued interest-related party


57,187


70,47161,458


90,935Net cash used by operating activities


(115,152
)

(134,074
)Cash flows from financing activitiesLine of credit, net


-


(943
)Proceeds from notes payable - stockholders and affiliate


34,000


131,666Payments on notes payable - stockholders and affiliate


(15,000
)

-Proceeds from issuance of common stock


100,000


-Net cash provided by financing activities


119,000


130,723Net increase (decrease) in cash


3,848


(3,351
)Cash at beginning of period


55


3,406Cash at end of period

$
3,903

$
55
 
 Supplemental cash flow information:
 
 Cash paid for interest during the years ended June 30, 2004 and 2003 was $0.
 
 
 
  
 See notes to financial statements.

F -5
 INFORM WORLDWIDE HOLDINGS, INC.
 
 
 
 **Note 1 - Organization and Summary of Significant Accounting Policies**
 
 Nature of Organization
 
 Inform Worldwide Holdings, Inc. (formerly Anything Corporation & Anything Internet Corporation) (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 $176,610 during the year ended June 30, 2004 and, as of that date, the Companys current liabilities exceeded its current assets by $1,653,908. Subsequent to June 30, 2004, this working capital deficit was reduced by $1,171,632 as a result of the issuance of 700,000 shares of preferred stock (Note 2). In addition, the working capital deficit was further positively impacted by the circumstances described in Note 8. However, the overall conditions described above raise substantial doubt about the Companys ability to continue as a going concern. Management of the Company is developing plans for reduction of its operating expenses and looking for potential acquisition or merger candidates; however, nothing significant has materialized to date. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 Principal of Presentation
 
 The financial statements include the accounts of Inform Worldwide Holdings, Inc. On June 28, 2002, Inform Worldwide Inc., a former wholly owned subsidiary of the Company, was dissolved.
 
 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, payables and other current liabilities approximate fair value due to the short-term maturity of the instruments.
 
 F -6
 **INFORM WORLDWIDE HOLDINGS, INC.**

**Notes to Financial Statements**
 
 
 
 **Note 1 - Organization and Summary of Significant Accounting Policies (continued)**
 
 Stock-Based Compensation
 
 The Company accounts for any stock-based compensation plans using the intrinsic value method prescribed by the Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued Employees" (APB25). Compensation cost for stock options, if any, is measured as the excess of the quoted market prices of the Companys stock at the date of grant over the amount an employee must pay to acquire the stock.
 
 Statement of Financial Accounting Standards (SFAS) No.123, "Accounting for Stock-Based Compensation," was issued in October 1995 and was amended in December 2002 by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure". The accounting standards permit the use of either a fair value basis method or the method defined in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) to account for stock-based compensation arrangements. Companies that elect to use the method provided in APB 25 are required to disclose the pro forma net income and earnings per share that would have resulted from the use of the fair value based method. The Company has elected to continue to determine the value of the stock-based compensation arrangements under the provision of APB 25 and, accordingly, has included the pro forma disclosures required under SFAS 123 in Note 7.
 
 Basic 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's temporary differences result primarily from the recognition of deferred expenses for tax purposes. 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.
 
 Valuation of Long-Lived Assets
 
 The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired.
 
 F - 7
 **INFORM WORLDWIDE HOLDINGS, INC.**

**Notes to Financial Statements**
 
 
 
 **Note 1 - Organization and Summary of Significant Accounting Policies (continued)**
 
 Advertising
 
 Advertising costs are charged to operations when incurred.
 
 
 **Note 2 -Due to Stockholder**
 
 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 (Note 7). The shares relating to the transaction were issued in July 2004 at which time the liability was satisfied.
 
 
 **Note 3 -Line of Credit**
 
 The Company has a $50,000 line of credit with a bank. Payments are due on the 15th of each month and interest accrues at the rate of 13.88% per annum. As of June 30, 2004, the Company's outstanding balance on the line of credit was $33,033. This line of credit is personally guaranteed by a former officer of the Company. At June 30, 2004, the Company was in default in the payment of certain amounts due under the line of credit.
 
 
 **Note 4 - Leases and Commitments**
 
 Prior to June 30, 2002, the Company entered into several operating lease agreements for which it leased office space and equipment. The equipment leases expired during fiscal 2003. In June 2002, the Company abandoned its former headquarters and discontinued making payments due under the lease terms. Under terms of the discontinued lease, the Company may be liable for aggregate rental payments of $296,452, which have not been made, and which are included in liabilities on the accompanying balance sheet and included in the liabilities discussed in Note 8. The Company no longer leases any facilities.
 
 
 **Note 5 - Income Taxes**
 
 As of June 30, 2004, the Company has net operating loss (NOL) carryforwards of approximately $6,656,000, which expire through 2023. All of the NOLs utilization may be limited due to changes in control of the Company.
 
 Deferred tax liabilities and assets are determined based on the difference between the financial statement assets and liabilities and tax basis assets and liabilities using the tax rates in effect for the year in which the differences occur. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that based on available evidence, are not expected to be realized.
 
 F - 8
 **INFORM WORLDWIDE HOLDINGS, INC.**

**Notes to Financial Statements**
 
 
 
 **Note 5 - Income Taxes (continued)**
 
 The accompanying balance sheet includes the following:
 
 Deferred tax asset arising from net operating loss carry-forwards:

$
2,496,000Valuation allowance


(2,496,000
)Net deferred taxes

$
-
 
 The deferred tax asset and valuation allowance increased by approximately $37,000 and $60,000 during the years ended June 30, 2004 and 2003, respectively.
 
 
 **Note 6 - Stockholders Equity**
 
 The Company is authorized by its Articles of Incorporation, as amended, to issue an aggregate of 250,000,000 shares of Class 'A' common stock, no par value, ("common stock"); 25,000,000 shares of Class 'B' common stock, no par value ("Class B common stock"); 10,000,000 shares of Class 'A' preferred stock, no par value ("Class A preferred stock") of which 1,000,000 shares has been designated as Class A, Series 1 Cumulative Convertible preferred stock ("Series 1 preferred stock"); and 10,000,000 shares of Class 'B' preferred stock, no par value ("Class B preferred stock"). No Class B preferred stock or Class B common stock is currently outstanding.
 
 As described in Note 2, in July 2004 the Company issued 700,000 shares of Series 1 preferred stock in exchange for $1,171,632 in amounts due to a stockholder and affiliates. The Series 1 preferred stock carries a cumulative dividend of prime rate, as defined, plus 3% per annum, payable quarterly, if and when declared, and is redeemable and callable by the Company at $1.00 per share. The Series 1 preferred stock is convertible into common shares of the Company at the option of the holder at $1.00 per share. In addition, the Series 1 preferred stockholders shall have superior rights to all other classes of capital stock upon liquidation of the Company.
 
 On June 30, 2004 the Company issued 150,000,000 shares of its common stock for $100,000.
 
 Stock-Based Compensation
 
 The Company periodically issues stock to various service providers as a form of compensation. The services are valued at the fair market value of the stock issued and were as follows:
 
 Common Shares Issued


Fair ValueYear ended June 30, 2004


500,000

$
20,000Year ended June 30, 2003


-

$
-
 
 F - 9
 **INFORM WORLDWIDE HOLDINGS, INC.**

**Notes to Financial Statements**
 
 
 
 **Note 6 - Stockholders Equity (continued)**
 
 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 equal or above market price.
 
 A summary of the status of the Companys stock option plan is as follows:
 
 June 30,2004
2003Number of Shares


Weighted Average Exercise Price


Exercisable


Number of Shares


Weighted Average Exercise Price


ExercisableOutstanding at beginning of year


3,886,500

$
.67


3,886,500


6,561,000

$
1.22


6,561,000Granted


-

$
-





-

$
-Exercised


-

$
-





-

$
-Canceled/expired


(1,575,000
)
$
(1.42
)




(2,674,500
)
$
(2.03
)Outstanding at end of year


2,311,500

$
.32


2,311,500


3,886,500

$
.67


3,886,500
 
 The following information summarizes stock options outstanding and exercisable at June 30, 2004:
 
 Range of Exercise Prices


Number of Options


Weighted Average Exercise Price


Weighted Average Remaining Contractual Life$0.18 - $0.45


2,310,000

$
0.32


5.21$1.62 - $3.00


1,500


3.00


3.00$0.18 - $3.00


2,311,500

$
.32


5.21
 
 The weighted average fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. There were no options granted during 2004 or 2003.
 
 F - 10
 **INFORM WORLDWIDE HOLDINGS, INC.**

**Notes to Financial Statements**
 
 
 
 **Note 7 - Commitments and Contingencies**
 
 The Company is involved in litigation alleging the Companys breach of a contract by delaying its resale of certain Company stock. The case is in the discovery stage and the outcome is uncertain. The Company does not believe the litigation will have material financial impact on the Company. The accompanying financial statements do not include any adjustments relating to this matter.
 
 **Note 8 - Subsequent Event**
 
 As discussed in Note 1, on June 28, 2002, Inform Worldwide Inc., a former wholly owned subsidiary of the Company, was dissolved. Certain liabilities 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, at which time the Company is no longer liable for these obligations. Such amounts as of June 30, 2004 were as follows:
 
 Accounts payable

$
199,195Accrued expenses


216,996Total

$
416,191
 
  F - 11
 **Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.**
 
 None.
 
 **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 auditors have advised our management of material weakness in our internal controls relating to lack of segregation of duties and general weaknesses in our accounting for equity transactions and certain liabilities.  The lack of segregation of duties resulted from, among other things, our recent change in control, the transfer of accounting records, the change in personnel and our lack of capital and human resources.  The general weaknesses in our accounting for equity transactions and certain liabilities resulted from the use of outside accountants, unrelated to our auditors, and the lack of communication therewith by former management of the company.
 
 Based upon our evaluation and subject to the advice from our auditors described above, we have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.  We intend to perform certain accounting functions internally in the future in order to avoid the noted weaknesses in our internal control.
 
 There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 **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**
 
 Ash Mascarenhas   35   Chairman of the Board of Directors, President and Secretary
 
 ****
 **Ash 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. Mr. Mascarenhas is also a director and officer of Tradequest International, Inc., a publicly traded company.
 
 **Audit Committee**
 
 We do not have an audit committee at this time.
 
 **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 submits 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.  6
 **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, 2004, 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, 2004, 2003, and 2002.
 
 **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**Anthony Clanton

2004

-0-

-0-

$ 10,000

-0-

------

-0-*Former Director,*

2003

-0-

-0-

-0-

-0-

------

-0-*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 September 30, 2004 by the following persons:
 
 ·
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; 
 ·
each of our directors and executive officers; and 
 ·
all of our directors and executive officers as a group. 7   **Name And Address**
**Number Of Shares Beneficially Owned**
**Percentage Owned**Ash Mascarenhas (1)
150,000,000
90.02%All directors and officers as a group
150,000,000
90.02%
 
 (1) The address is 2501 North Green Valley Parkway, Suite 110-D, Henderson NV 89014 .
 
 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.
 
 **Change in Control.** On June 30, 2004, we issued 150,000,000 shares of our common stock to Mr. Ash Mascarenhas for a purchase price of $100,000.00. The 150,000,000 shares constituted approximately ninety percent (90%) of the issued and outstanding shares of our common stock, and the issuance of these shares resulted in Mr. Mascarenhas taking control of our company. Before this issuance, Mr. Larry Arnold was our controlling stockholder. Mr. Mascarenhas acquired the shares from us for investment purposes, was appointed to our board of directors, and was named as our President and Secretary. Concurrently therewith, Anthony Clanton, Donald Plekenpol, and Matthew Molinas resigned as directors, and Messrs. Clanton and Plekenpol resigned as officers.
 
 **Item 13. Exhibits.**
 
 Exhibit No.  Description
 
 2.1  Stock Purchase Agreement by and among Inform Worldwide Holdings, Inc. and Ash Mascarenhas. (Filed as Exhibit 2.1 to our Current Report on Form 8-K filed on July 15, 2004, incorporated herein by reference.)
 
 3.1  Articles of Amendment to Articles of Incorporation of Inform Worldwide Holdings, Inc. filed with the Colorado Secretary of State on April 2, 2004. (Previously filed on October 19, 2004 with our annual report on Form 10-KSB for the year ended June 30, 2004 and incorporated herein by reference.)
 
 3.2  Articles of Amendment to the Articles of Incorporation of Inform Worldwide Holdings, Inc. filed with the Colorado Secretary of State on November 15, 2001. (Previously filed on October 19, 2004 with our annual report on Form 10-KSB for the year ended June 30, 2004 and incorporated herein by reference.)
 
 3.3  Articles of Amendment to the Articles of Incorporation of Inform Worldwide Holdings, Inc. filed with the Colorado Secretary of State on November 15, 2000. (Previously filed on October 19, 2004 with our annual report on Form 10-KSB for the year ended June 30, 2004 and incorporated herein by reference.)
 
 3.4  Restated Articles of Incorporation of Inform Worldwide Holdings, Inc. filed with the Colorado Secretary of State on or about August 31, 1998. (Filed as Exhibit number 3.2 to our Registration Statement on Form SB-2, File No. 333-71785, incorporated herein by reference.)
 
 3.5  Articles of Incorporation of Inform Worldwide Holdings, Inc. filed with the Colorado Secretary of State on or about August 15, 1997. (Filed as Exhibit number 3.1 to our Registration Statement on Form SB-2, File No. 333-71785, incorporated herein by reference.)
 
 3.6  Bylaws of Inform Worldwide Holdings, Inc. (Filed as Exhibit number 3.4 to our Registration Statement on Form SB-2, File No. 333-71785, incorporated herein by reference.)
 
 4.1   Certificate of Designations, Preferences and Rights of Class A, Series 1 Cumulative Convertible
 Preferred Stock of Inform Worldwide Holdings, Inc. As set forth in the Articles of Amendment to Articles of Incorporation of Inform Worldwide Holdings, Inc. filed as Exhibit 3.1 hereto.
 
 4.2  Inform Worldwide Holdings, Inc. 2004 Employee Stock Incentive Plan filed as Exhibit 4.1 to our Registration Statement on form S-8, File No. 333-119405, incorporated herein by reference.
 8
  4.3  Inform Worldwide Holdings, Inc. 2004 Non-Employee Directors and Consultants Retainer Stock Plan. (Filed as Exhibit 4.2 to our Registration Statement on form S-8, File No. 333-119405, incorporated herein by reference.).
 
 10.1 Settlement Agreement between Larry G. Arnold and Inform Worldwide Holdings, Inc. (Previously filed on October 19, 2004 with our annual report on Form 10-KSB for the year ended June 30, 2004 and incorporated herein by reference.)
 
 
 14  Inform Worldwide Holdings, Inc. Code of Business Conduct and Ethics. (Previously filed on October 19, 2004 with our annual report on Form 10-KSB for the year ended June 30, 2004 and incorporated herein by reference.)
 
 23.1 Consent of Independent Public Accountants, Ehrhardt Keefe Steiner & Hottman PC.
 
 31 Certification of Ash Mascarenhas pursuant to Rule 13a-14(a).
 
 32 Certification of Ash Mascarenhas pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 **Item 14. Principal Accountant Fees and Services.**
 
 **Appointment of Auditors**
 
 Our Board of Directors selected Ehrhardt Keefe Steiner & Hottman PC, independent accountants, as our auditors for the year ended June 30, 2004.
 
 **Audit Fees and Audit-Related Fees**
 
 Ehrhardt Keefe Steiner & Hottman PC billed us $11,708 in fees for audit services for the year ended June 30, 2004, and $12,389 in fees for audit-related services during that year.
 
 Ehrhardt Keefe Steiner & Hottman PC billed us $16,772 in fees for audit services for the year ended June 30, 2003, and $10,177 in fees for audit-related services during that year.
 
 **Tax Fees**
 
 None.
 
 **All Other Fees**
 
 None.
 
 **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 Ehrhardt Keefe Steiner & Hottman PC and the estimated fees related to these services.
 
 With respect to the audit of our financial statements as of June 30, 2004 and for the year then ended, none of the hours expended on Ehrhardt Keefe Steiner & Hottman PC s engagement to audit those financial statements were attributed to work by persons other than Ehrhardt Keefe Steiner & Hottman PC s full-time, permanent employees.
  9   **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.**INFORM WORLDWIDE HOLDINGS, INC.**Date: October 18, 2004
By:
/s/ Ash MascarenhasAsh MascarenhasTitle: Chairman, President, and Secretary
 
 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.
 
 
 Signatures
Title
Date/s/Ash MascarenhasAsh Mascarenhas
Chairman of the Board, President,and Secretary
October 18, 2004
 
 
 
 10