================================================================================ 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): March 25, 2005 IMPROVENET, INC. (Exact name of registrant as specified in its charter) Delaware 000-29927 77-0452868 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10799 N. 90th Street, Suite 200 Scottsdale, Arizona 85260 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 480-346-0000 Not applicable (Former name or former address, if changed since last report.) 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Effective March 25, 2005, James R. Schroepfer tendered his resignation as ImproveNet, Inc.'s Chief Financial Officer. Mr. Schroepfer has elected to pursue other business opportunities. Homayoon J. Farsi, ImproveNet's President and a director, will also assume the duties of Acting Chief Financial Officer while the Company actively seeks a permanent Chief Financial Officer. Mr. Farsi became President and a director of ImproveNet on January 7, 2003 and has served in such capacities since that time. In addition, he has over 20 years experience as an entrepreneur in the computer software industry. Mr. Farsi is knowledgeable concerning manufacturing, distribution business processes and information systems and has been instrumental in the development and launch of numerous software products throughout his career. Mr. Farsi has held senior technical and operations management positions with software and hardware companies including Taylor Management Systems and Unisys, Inc. In 1989, Mr. Farsi and Mr. Ahmad co-founded SysTech International, Inc., a Texas corporation, which was the predecessor-in-interest to eTechLogix, Inc. In 1994, SysTech International, Inc. was merged into an Arizona corporation named First SysTech International, Inc. which changed its name to eTechLogix, Inc. in 2000. Mr. Farsi served as president of SysTech International, Inc. from 1989 to 1994 and has served as president of eTechLogix since 1994. Mr. Farsi has an MS Degree in Computer Systems from the University of Salford, Manchester, England. 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. ImproveNet, Inc. Date: March 31, 2005 By: /s/ Jeffrey Rassas ---------------------------- Name: Jeffrey Rassas Title: Chief Executive Officer END OF FILING