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): June 22, 2005


                        INTERNATIONAL DISPLAYWORKS, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                          0-27002                   94-3333649
       --------                          -------                   ----------
(State or other jurisdiction of  (Commission File Number)       (I.R.S. Employer
incorporation or organization)                               Identification No.)


                        1613 Santa Clara Drive, Suite 100
                           Roseville, California 95661
                           ---------------------------
    (Address and telephone number of principal executive offices) (Zip Code)

                                 (916) 797-6800
                                 --------------
              (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))



<PAGE>


Section 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement

     On June 22, 2005, International DisplayWorks,  Inc. (the "Company") entered
into  Amendment  No.  2 to the  Purchase  Agreement  ("Amendment  No.  2")  with
Three-Five  Systems,  Inc.  ("TFS"),  with an effective  date of March 30, 2005.
Amendment  No. 2 amends a portion of the earn-out  provision  under the Purchase
Agreement.

     Under the  terms of the  Purchase  Agreement,  TFS  could  earn  additional
payment under an earn-out provision based on specific revenue targets, which had
to be met in order to qualify for any  earn-out  payment (the  "Earn-Out").  The
Purchase  Agreement  contemplated that the Earn-Out would be paid on May 1, 2006
in the form of  common  stock of the  Company  based  on the  trailing  five day
average closing price preceding March 31, 2006 (the "Earn-Out Issuance").  Since
the  Company's  calculation  of potential  Earn-Out  Issuance did not approach a
significant percentage of shares of common stock, based on current market prices
and other  assumptions on March 30, 2005, the Agreement did not contemplate that
the Earn-Out  Issuance would be subject to shareholder  approval.  Nevertheless,
NASDAQ Marketplace Rule 4350(i) requires  shareholder approval unless the future
Earn-Out  Issuance  is limited  to less than 20% of the  issued and  outstanding
shares  measured  on the date of the  acquisition.  Accordingly,  to clarify the
parties  intent and to comply with Rule  4350(i),  the parties have entered into
Amendment No. 2 to the Purchase  Agreement to clarify that no Earn-Out  Issuance
in excess of 19.9% of the  issued  and  outstanding  shares of the  Company,  as
measured on March 30, 2005,  will be made unless and until the Company  receives
the  required  approval  of its  shareholders.  The  Company  does  not  believe
Amendment No. 2 will have any material  effect on the Purchase  Agreement or the
Earn-Out Issuance.

     For  more  information,  see  Amendment  No.  2 to the  Purchase  Agreement
attached hereto as Exhibit 10, the Purchase  Agreement attached to the Company's
current  report  filed on March 31,  2005,  and  Amendment  No.1 to the Purchase
Agreement attached to the Company's quarterly report on June 6, 2005.

Section 3 - Securities and Trading Markets
------------------------------------------

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued  Listing Rule or
Standard; Transfer of Listing

     The Company  received  notice that it did not satisfy a NASDAQ  Marketplace
Rule, due to wording in the Purchase  Agreement with TFS related to the Earn-Out
Issuance.  Prior to  receiving  the  notice,  the Company  amended the  Purchase
Agreement, as noted above, to comply with the rule, and is now in compliance.

     On June 23, 2005, the Company received written notification from the NASDAQ
Stock Market Inc.  ("NASDAQ")  indicating that the Company was previously not in
compliance with NASDAQ Marketplace Rules 4350(i) and 4310(c)(17) due to the lack
of a threshold limitation on the Earn-Out Issuance under the Purchase Agreement.
Under NASDAQ  Marketplace  Rule 4350(i),  future issuances in connection with an
acquisition  may be deemed to result in  issuance of more than 20% of the issued
and outstanding shares of common stock on the date of the acquisition, unless

<PAGE>

there are threshold  limitations placed on such issuances.  Any issuance of more
than 20% of the issued and outstanding  shares in connection with an acquisition
would require  shareholder  approval prior to the issuance of 20% or more of the
common  stock of the  Company  or 20% or more of the  voting  power  outstanding
before the issuance.  Under NASDAQ  Marketplace Rule  4310(c)(17),  a company is
required to notify NASDAQ of any  transactions  that may result in the potential
issuance of more than 10% of the total shares  outstanding on a  pre-transaction
basis, such  notification  should be provided at least 15 calendar days prior to
the entry of such a transaction.

     As described in Item 1.01 above,  in order to more fully comply with NASDAQ
Marketplace  Rule 4350(i),  on June 22, 2005 the Company  entered into Amendment
No. 2 with TFS,  pursuant  to which the  Purchase  Agreement  was amended to add
clarifying language consistent with Rule 4350(i).

     The Company has been informed by NASDAQ that Amendment No. 2 addresses Rule
4350(i), and the Company is currently in compliance with the Rules.

Section 9 - Financial Statements and Exhibits
---------------------------------------------

         Item 9.01 Financial Statements and Exhibits
         -------------------------------------------

         Exhibit No.                Exhibit Description
         -----------                -------------------
              10                    Amendment No. 2 to the Purchase Agreement




<PAGE>


                                    SIGNATURE

     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.


                             INTERNATIONAL DISPLAYWORKS, INC.,
                             a Delaware corporation

                             /s/ Alan M. Lefko
Dated:  June 24, 2005        -------------------------------
                             Alan M. Lefko,
                             Vice President Finance


<PAGE>


                                  EXHIBIT INDEX




         Exhibit No.                Exhibit Description
         -----------                -------------------
         10                         Amendment No. 2 to the Purchase Agreement
[{"type": "8-K", "sequence": "1", "filename": "for062205.txt", "secsgml_size_bytes": 7723}]
{"company-data": {"conformed-name": "INTERNATIONAL DISPLAYWORKS, INC", "cik": "0000866415", "assigned-sic": "3670", "irs-number": "943333649", "state-of-incorporation": "OR", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27002", "film-number": "05916031"}, "business-address": {"street1": "1613 SANTA CLARA DRIVE, SUITE 100", "city": "ROSEVILLE", "state": "CA", "zip": "95765", "phone": "(916) 797-6800"}, "mail-address": {"street1": "C/O INTERNATIONAL DISPLAY WORKS, INC", "street2": "1613 SANTA CLARA DRIVE, SUITE 100", "city": "ROSEVILLE", "state": "CA", "zip": "95765"}, "former-company": [{"former-conformed-name": "INTERNATIONAL DISPLAYWORKS INC", "date-changed": "20020408"}, {"former-conformed-name": "MORROW SNOWBOARDS INC", "date-changed": "19951006"}]}
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): June 22, 2005

                        INTERNATIONAL DISPLAYWORKS, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                          0-27002                   94-3333649
       --------                          -------                   ----------
(State or other jurisdiction of  (Commission File Number)       (I.R.S. Employer
incorporation or organization)                               Identification No.)

                        1613 Santa Clara Drive, Suite 100
                           Roseville, California 95661
                           ---------------------------
    (Address and telephone number of principal executive offices) (Zip Code)

                                 (916) 797-6800
                                 --------------
              (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))
Section 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement

     On June 22, 2005, International DisplayWorks,  Inc. (the "Company") entered
into  Amendment  No.  2 to the  Purchase  Agreement  ("Amendment  No.  2")  with
Three-Five  Systems,  Inc.  ("TFS"),  with an effective  date of March 30, 2005.
Amendment  No. 2 amends a portion of the earn-out  provision  under the Purchase
Agreement.

     Under the  terms of the  Purchase  Agreement,  TFS  could  earn  additional
payment under an earn-out provision based on specific revenue targets, which had
to be met in order to qualify for any  earn-out  payment (the  "Earn-Out").  The
Purchase  Agreement  contemplated that the Earn-Out would be paid on May 1, 2006
in the form of  common  stock of the  Company  based  on the  trailing  five day
average closing price preceding March 31, 2006 (the "Earn-Out Issuance").  Since
the  Company's  calculation  of potential  Earn-Out  Issuance did not approach a
significant percentage of shares of common stock, based on current market prices
and other  assumptions on March 30, 2005, the Agreement did not contemplate that
the Earn-Out  Issuance would be subject to shareholder  approval.  Nevertheless,
NASDAQ Marketplace Rule 4350(i) requires  shareholder approval unless the future
Earn-Out  Issuance  is limited  to less than 20% of the  issued and  outstanding
shares  measured  on the date of the  acquisition.  Accordingly,  to clarify the
parties  intent and to comply with Rule  4350(i),  the parties have entered into
Amendment No. 2 to the Purchase  Agreement to clarify that no Earn-Out  Issuance
in excess of 19.9% of the  issued  and  outstanding  shares of the  Company,  as
measured on March 30, 2005,  will be made unless and until the Company  receives
the  required  approval  of its  shareholders.  The  Company  does  not  believe
Amendment No. 2 will have any material  effect on the Purchase  Agreement or the
Earn-Out Issuance.

     For  more  information,  see  Amendment  No.  2 to the  Purchase  Agreement
attached hereto as Exhibit 10, the Purchase  Agreement attached to the Company's
current  report  filed on March 31,  2005,  and  Amendment  No.1 to the Purchase
Agreement attached to the Company's quarterly report on June 6, 2005.

Section 3 - Securities and Trading Markets
------------------------------------------

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued  Listing Rule or
Standard; Transfer of Listing

     The Company  received  notice that it did not satisfy a NASDAQ  Marketplace
Rule, due to wording in the Purchase  Agreement with TFS related to the Earn-Out
Issuance.  Prior to  receiving  the  notice,  the Company  amended the  Purchase
Agreement, as noted above, to comply with the rule, and is now in compliance.

     On June 23, 2005, the Company received written notification from the NASDAQ
Stock Market Inc.  ("NASDAQ")  indicating that the Company was previously not in
compliance with NASDAQ Marketplace Rules 4350(i) and 4310(c)(17) due to the lack
of a threshold limitation on the Earn-Out Issuance under the Purchase Agreement.
Under NASDAQ  Marketplace  Rule 4350(i),  future issuances in connection with an
acquisition  may be deemed to result in  issuance of more than 20% of the issued
and outstanding shares of common stock on the date of the acquisition, unless
there are threshold  limitations placed on such issuances.  Any issuance of more
than 20% of the issued and outstanding  shares in connection with an acquisition
would require  shareholder  approval prior to the issuance of 20% or more of the
common  stock of the  Company  or 20% or more of the  voting  power  outstanding
before the issuance.  Under NASDAQ  Marketplace Rule  4310(c)(17),  a company is
required to notify NASDAQ of any  transactions  that may result in the potential
issuance of more than 10% of the total shares  outstanding on a  pre-transaction
basis, such  notification  should be provided at least 15 calendar days prior to
the entry of such a transaction.

     As described in Item 1.01 above,  in order to more fully comply with NASDAQ
Marketplace  Rule 4350(i),  on June 22, 2005 the Company  entered into Amendment
No. 2 with TFS,  pursuant  to which the  Purchase  Agreement  was amended to add
clarifying language consistent with Rule 4350(i).

     The Company has been informed by NASDAQ that Amendment No. 2 addresses Rule
4350(i), and the Company is currently in compliance with the Rules.

Section 9 - Financial Statements and Exhibits
---------------------------------------------

         Item 9.01 Financial Statements and Exhibits
         -------------------------------------------

         Exhibit No.                Exhibit Description
         -----------                -------------------
              10                    Amendment No. 2 to the Purchase Agreement
SIGNATURE

     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.

                             INTERNATIONAL DISPLAYWORKS, INC.,
                             a Delaware corporation

                             /s/ Alan M. Lefko
Dated:  June 24, 2005        -------------------------------
                             Alan M. Lefko,
                             Vice President Finance
EXHIBIT INDEX

         Exhibit No.                Exhibit Description
         -----------                -------------------
         10                         Amendment No. 2 to the Purchase Agreement