Eneftech Corp – ‘8-K’ for 8/20/04

On:  Friday, 8/20/04, at 2:54pm ET   ·   For:  8/20/04   ·   Accession #:  1138654-4-18   ·   File #:  0-32677

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4±    18K 
 2: EX-10       Material Contract                                     11±    62K 
 3: EX-10       Material Contract                                     16±    74K 
 4: EX-17       Letter re: Departure of Director                       1      4K 

8-K   —   Current Report
Document Table of Contents

UNITED STATES   
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported):  August 20, 2004

    ENEFTECH CORPORATION
(Exact name of registrant as specified in its charter)

TEXAS 
(State or other jurisdiction of incorporation or organization)

00-32677                           76-0676166   
  (Commission File Number)         (IRS Employer Identification No.)

P.O. Box 6162,                               77040
Burbank, California                         (Zip Code)
  (Address of principal executive offices)

(310) 994-4408
(Registrant's telephone number, including area code)

ITEM  1.  CHANGES  IN  CONTROL OF REGISTRANT                                    

On  August 20 2004,  the  registrant  entered into an acquisition     
transaction with iWorld Projects & Systems, Inc., a Florida corporation         
(iWorld) with its principal offices located in Dallas, Texas.  The registrant   
acquired all of the issued and outstanding shares of stock of iWorld, which     
becomes a wholly owned subsidiary of the registrant.  A copy of the acquisition 
agreement is attached as Exhibit 10.1                                           

The registrant issued 61,650,000 shares of its common stock to the    
shareholders of iWorld Projects & Systems, Inc. on the basis of nine shares of  
common stock for each share of iWorld issued and outstanding, representing      
approximately 95 percent of the outstanding shares of the registrant after the  
transaction.  As a result, control of the registrant has been obtained by the   
former shareholders of iWorld.  Robert Hipple, Chairman and President of        
iWorld, has been elected as a director of Registrant to fill the vacancy        
resulting from the resignation of Edward Parish Whitaker IV as Chairman CEO     
and Treasurer of registrant on August 5, 2004 (See Item 6 below).  Following    
the acquisition, registrant has 64,690,000 common shares outstanding.           

    iWorld was incorporated on May 24, 2004 for the purpose of acquiring
operating companies engaged in the project management industry and related      
software development companies.  It undertook an initial private offering of 5  
million common shares for $500,000, at a pre share price of $0.10 per share,    
which was closed in June 2004, and a second private offering of shares was      
commenced on July 15, 2004 for 2 million shares at $0.50 per share, which also  
has been fully subscribed.                                                    

       On June 18, 2004, iWorld completed its first acquisition, the acquisition
of Process Integrity, Inc., a Texas corporation formed in 1988, engaged in the  
development and sale of quality control software under the SMART trademark.  The
Process Integrity web site can be viewed at www.processintegrity.com.  A copy 
of the acquisition agreement for the shares of Process Integrity, Inc. is     
attached as Exhibit 10.2                                                      

    Process Integrity's System Measurement, Evaluation and Response Tool
(SMART) software system has been proven to provide an immediate solution to     
quality problems in the pharmaceutical and medical devices industries regulated 
by the FDA in the United States.  The SMART system forces compliance with design
specifications, quality requirements, business rules and governmental           
regulations, ensuring zero defects and 100% compliance during the manufacturing 
or product development process.  Providing real time monitoring, reporting and  
alerts to company management, the SMART system is one of the only software      
solutions available that can force 100% compliance while a product is being     
developed or manufactured.  The system has wide applications to many processes, 
especially those in federally regulated industries and organizations.  The SMART
solution has recently been implemented at one of America's largest              
pharmaceutical companies, and can provide an industry-wide solution for ensuring
that defective drugs and medical devices no longer reach the marketplace.       

      On August 19, 2004, iWorld completed the acquisition of Applied Management
Concepts, Inc., (AMC) a Texas corporation engaged in the business of marketing  
and sales of project management products and services.  Formed in approximately 
1987 for marketing of major enterprise software, AMC has established relations  
with companies in the aerospace, defense, petrochemical, construction and other 
industries, including contractors working at NASA's Johnson Space Center south  
of Houston.  AMC will provide marketing support for the company's SMART software
and other project management products and services.                             
       iWorld is actively seeking and has entered into discussions with a number
of other acquisition candidates in the project management space and hopes to    
complete additional acquisitions by the end of 2004.                            

As a result of the issuance of 61,650,000 million shares of the 
registrant's stock to acquire iWorld, control of the registrant has been changed
and the following now represent the controlling shareholders and directors of   
the registrant:                                                                 

Name                 Title or Position       Number of Shares     Percent   

Stephen Stotesbery     Director, President            --                --      

Terence M. O'Keefe     Director                       --                --      

Robert Hipple (1)      Director, also CEO                                       
                 and Director of iWorld         14,850,000      22.9

David L. Pells (2)     Vice President, Director        13,500,000     21.9      
and Secretary of iWorld           

David Mathie            Director of iWorld              6,750,000     10.4      

Michael Young           President of Process                                    
                Integrity, Inc.                 8,100,000     12.5

Edward Naughton            ---                         6,300,000      9.7       

Nations International                                                           
Investments, Inc.          ---                        4,500,000       6.9       

Officers and directors, as a group:                   43,200,000     66.8       

(1) Mr. Hipple is President of iTrustFinancial, Inc., a Florida consulting      
company, which owns 1,350,000 shares of registrant, which are deemed to be owned
indirectly by Mr. Hipple for reporting purposes. Mr. Hipple's spouse owns     
4,500,000 shares of registrant directly and 4,500,000 as custodian under the    
Florida Uniform Gift to Minors' Act, which also are deemed to be owned          
indirectly by Mr. Hipple for reporting purposes. Mr. Hipple disclaims beneficial
ownership of any of these shares                                                

        (2) Mr. Pells' spouse owns 2,250,000 shares of the registrant, which are
deemed to be owned indirectly by Mr. Pells for reporting purposes. Mr. Pells    
disclaims beneficial ownership of any of these shares.  Mr. Pells shares in     
registrant are also subject to restrictions on transfer in an employment        
agreement between iWorld Projects & Systems, Inc. and Mr. Pells.                

ITEM 6.    Resignations of Registrant's Directors.                              

        On August 5, 2004, Edward Parrish Whitaker IV resigned as a director and
Chairman of Registrant, by agreement with the Registrant and executed a release 
of any claims against the Registrant as part of his resignation.  Mr. Whitaker  
was first elected as a director of the Registrant on May 10, 2004. A copy of the
signed resignation and release is attached as Exhibit 17 to this report.        

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.                                 

(a)       Financial  Statements.                                      
----------------------                            
             4) The financial statements required to be filed with regard to the
acquisition of iWorld and its subsidiaries will be filed by amendment within 60 
days of the date of filing of this report with the SEC.                         

(b) Pro forma Financial Statements.                                             
------------------------------                  

      (2) The pro forma financial information with respect to iWorld and its
subsidiaries will be provided by amendment to this report within 60 days of its 
initial filing with the SEC.                                                    

(c)     Exhibits.                                               
--------                                        

The following exhibits are filed herewith:                            

EXHIBIT NO.    IDENTIFICATION OF EXHIBITS                                       
-----------    -------------------------                                        

10.1          Share acquisition agreement between registrant and the        
shareholders of iWorld.                                                       

10.2          Acquisition Agreement between iWorld Projects & Systems,      
Inc. and Process Integrity, Inc. dated June 18, 2004.                           

 17            Resignation and release agreement by Edward Parrish Whitaker IV

SIGNATURES  

    Pursuant to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.                                        

Date: August 20, 2004                                                           

ENEFTECH CORPORATION.   

 By /s/ Stephen Stotesbery
         ---------------------------------
     Stephen Stotesbery, President

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on / For Period End:		8/20/04		10KSB,  10QSB
		8/19/04		10KSB
		8/5/04
		7/15/04
		6/18/04
		5/24/04		8-K
		5/10/04
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