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 earliest event reported): December ~~June~~ 30, 2011

INTERACTIVE SYSTEMS WORLDWIDE INC.

(exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

	000-21831		22-3375134
	(Commission File Number)		(IRS Employer Identification Number)
	3363 Corte del Cruce Carlsbad, Ca		92009
	3363 Corte Del Cruce, Carlsbad CA		92009
	(Address of principal executive offices)		(Zip Code)

(973) 256-8181

Registrant’s Telephone Number, Including Area Code

144 N Beverwyck Rd., Lake Hiawatha, NJ

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K/A 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

The employment contract of Mr. Steve Johns, the Chief Executive Officer of the Company, expired on September 30, 2011. At that time, Mr. Johns retained his position as Chairman of the Company’s Board of Directors. At a Board of Directors meeting held on December 13, 2011. Mr. Johns offered to continue his role as the Company’s CEO on a part-time, interim basis, for an indeterminate length of time, in order to provide continuity for certain ongoing business functions and negotiations. The Board accepted Mr. Johns’ proposal and has agreed to keep in place the financial incentive plan that was previously in place. The Company will compensate Mr. Johns for his efforts by providing him with a commission of 15% of the net intake from any new revenue generated during this period. Mr. Johns, who is 56 years old, has been Chief Executive Officer of the Company, responsible for all aspects of the operation for both the Company and for its wholly owned UK subsidiary, Global Interactive Gaming Limited (“GIG”) since July 1, 2010. Mr. Johns has been a member of the Company's Board of Directors since January 26, 2010. The Board thanks Mr. Johns for offering his services during this interim period.

ITEM 8.01. OTHER EVENTS

~~Beginning~~On inDecember ~~June~~30, 2011, the Company ~~began~~signed ~~discussions~~a ~~with~~two-part ~~employees~~Patent ofand ~~GIG~~Software toLicensing ~~assume~~Agreement (the UK“Agreement”) ~~business~~with ~~operations~~Stadium ~~under~~Technology aGroup, ~~new company. Shortly thereafter~~LLC, ~~the~~a ~~Company~~Nevada ~~finalized~~limited ~~discussions~~liability ~~with~~company ~~the principals of GH Interactive Ltd~~ (“~~GHI~~STG”)~~, a newly founded company whose principals include several former GIG employees~~. On ~~August~~Under ~~1, 2011~~ the ~~Company~~terms ~~and~~of ~~GHI signed a non-exclusive licensing agreement for~~ the ~~SportXction® software~~Agreement, ~~and~~ the ~~assignment of contracts with GIG’s business partners. The~~ Company will receive ~~royalty~~an ~~payments~~upfront ~~from~~payment ~~GHI~~ of ~~10% of any revenue received by GHI over the base amount of £240~~$70,000 ~~per~~from ~~annum~~STG. The ~~base~~Company ~~amount~~will ~~represents~~also ~~GHI’s~~receive ~~anticipated~~ongoing ~~approximate~~quarterly ~~yearly~~royalty ~~operating~~payments ~~cost. With~~based ~~three~~on ~~months notice, either party may terminate~~ the ~~agreement. GIG~~revenue ~~has~~received ~~ceased~~by ~~day-to-day~~STG ~~operations~~from inits ~~the~~use ~~UK,~~of ~~and~~either ~~GHI has assumed~~ the ~~operational~~Company’s ~~requirements~~patents ~~and~~or ~~costs of providing services relating to~~ the ~~GIG~~Company’s ~~agreements~~SportXction® ~~with~~Software ~~Ladbrokes and Sportingbet~~System. ~~GHI will also receive payment directly from these customers for providing their services.~~

AsOne apart ~~result~~ of ~~this~~the agreement relates to the licensing of the SportXction® product. Under the terms of the Agreement, asthe ~~well~~Company asgrants to STG an exclusive license (excepting one other ~~cost-cutting~~Company ~~measures~~that ~~enacted~~we ~~previously~~are already in discussions with) to use the SportXction® Software System, including the ~~Company~~right ~~has~~to ~~reduced~~sublicense ~~its~~the ~~ongoing~~product, ~~operating~~in ~~expenses~~the ~~significantly~~United States and Canada. ~~The~~For this license, the Company ~~has~~will noreceive ~~offices,~~quarterly noroyalty ~~employee~~payments ~~expense~~equal ~~and~~to ~~only~~20% ~~has~~of ~~some~~the ~~minor~~revenue ~~ongoing~~received ~~corporate~~by ~~overhead~~STG ~~expenses~~related into the UKuse ~~and~~of the USSportXction® product.

InThe ~~order~~other topart ~~obtain~~of ~~some~~the ~~needed~~Agreement ~~cash,~~provides STG with the exclusive use (excepting one other Company ~~has~~that ~~sold~~we ~~the~~are ~~ISW.com~~already ~~domain~~in ~~name,~~discussions aswith) ~~well~~of asthe ~~another,~~Company’s ~~thus~~patents ~~far~~in ~~unused,~~the ~~domain~~Unites ~~name~~States and Canada. The Company will receive 5% of STG’s ~~informational~~revenue ~~web~~generated ~~site~~by ~~will~~their ~~remain~~Rapid ~~accessible~~Bet ~~through~~Live ~~the~~(“RBL”) ~~sportxction~~Product and other related products up to a maximum total of $1 Million of patent royalty payments.~~com~~ Under ~~domain~~the ~~name~~terms of the Agreement, STG shall have the right, but not the obligation, to enforce and assert the Intellectual Property Rights associated with the ISWI Patents against third parties and to take all actions necessary or appropriate to perfect, protect and enforce the Patents.

~~The~~Prior ~~Company~~to ~~has~~the ~~had,~~signing ~~and~~of ~~continues~~this toAgreement, ~~have~~STG ~~discussions~~previously inhad ~~the~~non-exclusive USuse ~~with~~of ~~potentially~~the ~~strategic~~Company’s ~~partners~~patents. This ~~for~~was the ~~use~~result of ~~the~~STG ~~Company~~previously purchasing certain sports wagering assets from Progressive Gaming International Corporation (“PGIC”), a Nevada Corporation, prior to PGIC’s ~~intellectual~~bankruptcy. These ~~property,~~assets included RBL and ~~discussions~~the ~~for~~assumption ~~licensing~~of the ~~use~~rights and obligations of ~~its~~the ~~SportXction®~~Settlement ~~software. The~~and ~~Company~~Release isAgreement ~~hopeful~~signed ~~that~~by ~~such~~the ~~discussions~~Company ~~will~~and ~~result~~PGIC in ~~one~~March or2007 ~~more~~to ~~agreements,~~settle ~~which~~all ~~could~~claims ~~yield~~pertaining ~~royalty~~to ~~payments~~the orpatent ~~other~~infringement ~~forms~~lawsuit offiled ~~revenue~~by the Company concerning RBL.

~~Despite~~No the UK licensing agreement described above, recent reductions in operating expenses, and potential revenue generating on-going discussions the Company’s financial situation should still be consider dire. The Company still has liabilities of approximately $3M and insignificant liquid assets. There is currently no regular revenue stream, and no assurances can be given that this Agreement, or the recently signed UK licensing agreement ordescribed ~~anticipated~~in ~~future~~the USForm ~~licensing~~8K ~~agreements~~filed on December 28 2011, will result in significant revenue.

Potential investors should be mindful that the Company has not filed a Form 10QSB since its report for the quarter ended March 31, 2008, and has not filed a Form 10KSB since the fiscal year ended September 30, 2007.

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.

	INTERACTIVE SYSTEMS WORLDWIDE INC. (Registrant)

	By:	/s/ Steve Johns
		Steve Johns
		Chief Executive Officer

Date: ~~December~~January 2811, ~~2011~~2012

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