TANKLESS SYSTEMS WORLDWIDE, INC. CURRENT REPORT ON FORM 8-K

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):

July 28, 2005



TANKLESS SYSTEMS WORLDWIDE, INC.

(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)



NEVADA

000-27549

88-0362112

(STATE OF

INCORPORATION)

(COMMISSION FILE

NUMBER)

(IRS EMPLOYER

IDENTIFICATION NO.)



7650 East Evans Road, Suite C

Scottsdale, Arizona 85260

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


(480) 609-7575

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




ITEM 8.01. OTHER EVENTS.

On June 9, 2005, the Registrant has sent to the Securities and Exchange Commission its Form D, Rule 506 Notice regarding its One Million One Hundred Thousand Dollar ($1,100,000.00) private placement financing to accredited investors.  The investor receives One (1) share of the restricted stock of the Registrant for each Fifty Five Cents ($0.55) invested.  As of July 28, 2005, the amount of shares sold and paid for was 2,000,000 shares for the sum of One Million One Hundred Thousand Five Hundred Dollars ($1,100,000.00).  The Registrant has now completed the financing.

This One Million One Hundred Thousand Dollars ($1,100,000.00) financing, after expenses and commissions, will be used for working capital and to complete research on new technologies and the development on new products, to purchase inventory, to lease production facilities and acquire assembly equipment and related fixtures, to acquire information technology systems and hardware, and to proceed with the marketing, manufacturing and sale of a new line of products.  



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.


TANKLESS SYSTEMS WORLDWIDE, INC.




By       /s/ Thomas Kreitzer

Thomas Kreitzer, Chief Executive Officer


Dated:  July 28, 2005