UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM
10-K/A  (Amendment no. 
2
)   [X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934  For
the fiscal year ended December 31, 2008  [
 ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the transition
period from to ______   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. (Exact
name of registrant as specified in its charter)  Colorado

77-0423745(State or other jurisdiction of incorporation or
organization)

(I.R.S. Employer Identification No.)408 N. Canal
StreetSouth San
Francisco, California
94080(Address of
principal executive offices)
(Zip Code)  Registrants telephone number, including area code:  (650)
794-9888  Securities registered pursuant to Section 12(b) of the Act: None  Securities registered pursuant to Section 12(g) of the Act: Common
Stock, no par value  Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  Yes _ No X  Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.  Yes _ No X  Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.  Yes X No _   - - 1 - -   Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  Yes __ No X  Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act.  Large
accelerated filer ___ Accelerated
filer ____  Non-accelerated
filer__(Do not check if a smaller reporting
company) Smaller reporting
company X  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No
X  State the aggregate
market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or
the average bid and asked price of such common equity, as of the last business
day of the registrants most recently completed second fiscal quarter.  The aggregate market
value of the voting stock held by non-affiliates of the registrant as of March 31, 2009 is
approximately $5,855,944.  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)  Indicate the number
of shares outstanding of each of the registrants classes of common stock, as of
the latest practicable date:  As of March 31, 2009,
the registrant has 3,493,512 shares of common stock outstanding.    DOCUMENTS INCORPORATED BY REFERENCE: NONE   - - 2 - -   EXPLANATORY NOTE  On August 10, 2009, the management of
Worldwide Energy and Manufacturing USA, Inc. concluded that its financial
statements for the year ended December 31, 2008, which are included in its Form
10-K for the year ended December 31, 2008, did not properly account for certain
items as of December 31, 2008 and for the year then ended in accordance with
United States generally accepted accounting principles, and, as a result, cannot
be relied upon.  The restatement was the result
of the disposal of our
subsidiary, Chengde, wherein a gain on disposal was overstated by $245,000, a
payment obligation of $285,714 for the acquisition of our subsidiary, Detron,
and the corresponding intangible asset, were omitted, and an estimated income
tax liability of approximately $217,000 was understated at December 31, 2008.
These changes resulted in a decrease in net income of $457,612 to $1,001,648
from previously reported net income of $1,459,260 and, as a result, the
accompanying financial statements have been restated.       - - 3 - -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. 2008 ANNUAL REPORT ON FORM 10-K INDEX    PART
I - 5 - Item 1.
Business - 5 - General - 8 - Item 1B.
Unresolved Staff Comments - 13 - Item 2.
Properties - 13 - Item 3.
Legal Proceedings - 14 - Item 4.
 Submission of Matters to a Vote of Security Holders - 14 - PART
II - 15
- Item 5. Market for Registrants
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities- 15 - Item 6.
 Selected Financial Data - 16 - Summary
Consolidated Financial Data - 16 - Item 7.
Managements Discussion and Analysis of Financial Condition and Results of
Operations. - 17 - Tabular
disclosure of contractual obligations - 24 - Item 7A.
Quantitative and Qualitative Disclosure About Market Risk - 26 - Item 8.
Financial Statements and Supplementary Data - 26 - Index to
Consolidated Financial Statements - 27 - Report of
Independent Registered Public Accounting Firm - 28 - Item
9. Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure 61 Item 9A.
Controls and Procedures 62 Item 9B.
 Other Information 63 PART
III 64 Item 10.
 Directors, Executive Officers and Corporate Governance. 64 Item 11.
 Executive Compensation 66 Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters. 67 Item 13.
Certain Relationships and Related Transactions, and Director
Independence. 68 Item 14.
 Principal Accounting Fees and Services. 69 Item 15.
Exhibits, Financial Statement Schedules. 70 SIGNATURES 72   - - 4 - -   PART I    Item
1. Business When
used in this Form 10-K, the words expects, anticipates, estimates and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to risks and uncertainties, including those set forth
below under Risks and Uncertainties, that could cause actual results to differ
materially from those projected. These forward-looking statements speak only as
of the date hereof. Worldwide expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Companys expectations with regard
thereto or any change in events, conditions or circumstances on which any
statement is based. This discussion should be read together with the financial
statements and other financial information included in this Form 10-KSB.  Background  Worldwide was incorporated under the laws of the State of Colorado
on March 17, 2000, under the name of Tabatha III, Inc. We changed our name to
Worldwide Manufacturing USA, Inc. on November 4, 2003.  On February 4, 2008
we changed our name to Worldwide Energy and Manufacturing USA, Inc. to better
reflect our business plan to engage in the solar module market. We were formed
as a blind pool or blank check company whose business plan was to seek to
acquire a business opportunity through completion of a merger, exchange of
stock, or other similar type of transaction. In furtherance of our business
plan, we voluntarily elected to become subject to the periodic reporting
obligations of the Securities Exchange Act of 1934 by filing a registration
statement on Form 10-SB.  Prior
to our identification of Worldwide Manufacturing USA, Inc., a privately held
California corporation (Worldwide USA) as an acquisition target, our only
business activities were the organizational activities described above,
including the filing of a registration statement on Form SB-2 under the
Securities Exchange Act of 1934, and our efforts to locate a suitable business
opportunity for acquisition.  On
September 30, 2003, we acquired all of the issued and outstanding common stock
of Worldwide USA in a share exchange transaction. We issued 27,900,000 shares of
common stock in the share exchange transaction for 100%, or 10,000, of the
issued and outstanding shares of Worldwide USAs common stock. As a result of
the share exchange transaction, Worldwide USA became our wholly owned
subsidiary.  The
former stockholders of Worldwide USA acquired 93% of our issued and outstanding
common stock as a result of the completion of the share exchange transaction.
Therefore, although Worldwide USA became our wholly owned subsidiary, the
transaction was accounted for as a recapitalization of Worldwide USA, whereby
Worldwide USA is deemed to be the accounting acquirer and is deemed to have
adopted our capital structure. No finders fee was paid to any person in
connection with the transaction.  All
operating activities are carried out through Worldwide USA and our subsidiaries
located in Shanghai and Ningbo, China which include: (1) Worldwide USAs wholly
owned subsidiary, Shanghai Intech Electro-Mechanical Products Co., Ltd.
(Intech). Intech was incorporated as a  - - 5 - -   United States subsidiary doing business in China, and registered
in the city of Shanghai, China, in 1997. This unit is the quality assurance arm
and engineering division and produces various types of electrical components and
assemblies; (2) Shanghai Intech Precision Mechanical Products Ltd. (Precision)
manufactures die-casting and machined parts for the automotive,
telecommunications and home supply industries; (3) Shanghai Intech-Detron
Electric and Electronic Company Limited, (Detron), which produces power supply
units and has research and development capabilities and (4) Ningbo Solar Factory
(Ningbo). This factory produces solar modules whose customers are primarily in
Europe and South Korea.  Besides producing the products listed above,
Worldwide contracts with factories in China to produce a wide variety of
components and assemblies.  Worldwides factories employ approximately 450 workers in China.
Intech, Worldwides quality assurance arm located in Shanghai, China employs 33
engineers. As the engineering division and quality assurance arm of the Company,
Intech provides technical advice, design, delivery, material procurement and
manufacturing quality control services to companies in the United States seeking
to manufacture or purchase components from manufacturers in China.
 Worldwides manufacturing operations are located in China and its sales
and headquarters are located in the state of California.  In
2005, the Company began to make the transition from being an engineering and
contract manufacturing firm which depended completely on subcontractors to
becoming a direct manufacturer. In the beginning of 2005 we did not own any of
our own factories and used as our suppliers of material and labor approximately
100 factories in China, mostly from Shanghai or the surrounding area.  On
August 18, 2005, Worldwide established its own electronics manufacturing
division located in Shanghai, PRC.  Worldwide purchased approximately
$250,000 worth of electronics production equipment from Opel Technology, a
former Worldwide electronics supplier, as the initial manufacturing equipment.
In establishing this electronics factory, Worldwide has been able to compete
more effectively in the PC board and cable assembly industry, as well as gain
complete control over its electronics components production. The Company
established Shanghai Intech Precision Mechanical Products Manufacturing Ltd.
(Precision) on November 1, 2005.  Precision is 51% owned by Intech and
49% owned by Worldwide. This factory performs die-casting and machining services
for the automotive, motorcycle, telecommunications and home supply industries.
Precision is located in the suburbs of Shanghai, PRC, and occupies an area of
approximately 71,043 square feet. The factory contains three workshops: a
die-casting shop, a machining shop, and a printing shop.  In February 2008 Worldwide established a solar
division that focuses on photovoltaic module technology under the brand name of
AmeriSolar.  Worldwide issued 300,000 restricted shares for the
AmeriSolar brand name. This division generated $30,999,962 in sales for the
period ending December 31, 2008.  On
October 14, 2008, Worldwide, through Intech, completed the acquisition of 55% of
Shanghai De Hong Electric and Electronic Company Limited (De Hong). The terms
of the Agreement dated February 3, 2008 were that Intech paid cash consideration
of approximately $1 million dollars for a 55% interest in DeHong in two
installments, with the first installment of $714,286.00 being paid on October
10, 2008, and the second installment of $285,714 being paid no later than
December 15, 2008.  The Company funded the acquisition with some of the
proceeds from its sale of 1,055,103 ($4,747,970) shares of unregistered common
stock on June 23, 2008.  Shanghai De  - - 6 - -   Hong Electric and Electronic Company is the holding company for
the operating subsidiary Shanghai  Intech -Detron Electronic Co.
(Detron). Therefore, Worldwide received 55% control of the operating
subsidiary Shanghai Intech-Detron Electric and Electronic Company Limited
(Detron).  Detrons management remained in place.  Detron
is a power supply factory in Shanghai, China with design and R & D
capabilities. Detrons revenues were about $6.1million for the twelve months
ended December 31, 2008, and $
4.1for the twelve months ended December 31, 2007.  Through
these acquisition and establishment of our solar division our corporate
structure is depicted as follows:  [wemuk08001.jpg]   - - 7 - -   General  Worldwide USA, together with its Chinese subsidiaries, is a
contract manufacturer, engineering firm and direct manufacturer. A contract
manufacturer supplies components and assemblies, either through direct
manufacturing or through sub contracting to other manufacturers, according to
the customers designs, drawings and quality criteria.  When utilizing our
subcontractors, they will provide the plant, equipment, manufacturing working
capital and factory labor and Worldwide provides the sales, management,
production control and technical support for the products. Worldwides goal is
to provide timely delivery and high quality components at manufacturing costs
less than what Worldwides customers would pay for similar parts in the United
States. Worldwides website address is www.wwmusa.com.  Worldwide provides its services to several companies in the United
States, Europe and South Korea primarily in the solar module, aerospace,
automotive, and electronics industries. Although Worldwide historically focused
on manufacturing components for high tech industries, in 2008 the Company
expanded into the solar module markets. Worldwides CEO, Jimmy Wang, realizes
that the solar module industry provided Worldwide with a unique opportunity to
use its core strength of providing high quality components and assemblies, with
timely delivery,  to develop a solar module team capable of successfully
entering the solar module markets. The Companys solar module brand AmeriSolar
has already earned numerous quality certifications including IEC612215, TUV, CE
and has recently applied for the UL certification. These solar modules meet or
exceed all industry norms for performance, quality and functional life in the
field.  With
respect to its contract manufacturing business, Worldwide has the ability to
arrange for the manufacture of products, parts, and components for a broad
number of industries and customers.  In order to ensure a consistently high
quality product, it is imperative for a company in the contract manufacturing
business to have a local quality assurance team. The teams responsibility is to
institute quality assurance procedures that ensure the quality of products from
start to finish. This function is carried out through Worldwides wholly owned
subsidiary, Intech.  Worldwide sells to its customers under purchase orders. We have
only a few long-term contracts with customers. As a result, it is difficult to
forecast revenues, and planning for future operations is also difficult. Because
many of our costs and operating expenses are fixed, any unforeseen reduction in
purchase orders can affect our gross margin and operating income.  Worldwide employs rigid quality assurance procedures, product
enhancements and strict testing of its products to attract customers. Other than
rigid quality controls and timely delivery, another important factor in
attracting customers from the United States is our Kanban program. The Kanban
program is an inventory system that stocks at least one months supply of
inventory needed to meet the various customers demand.  Thus, if Worldwide
receives a contract with a scheduled six months or more of deliveries, we will
stock at least one months inventory in the California warehouse, or a warehouse
that is close to the customers facility so a twenty-four hour delivery
turn-around may be accomplished. This process of stocking at least one months
worth of inventory is maintained until the entire contract is completed. We have
won many new customers as a result of the Kanban inventory program. Using Kanban
inventory controls allows us to help customers meet challenges with working
capital returns, and the need to have supply products necessary to complete
manufacturing of those parts in a shorter period of time.   - - 8 - -   Worldwide manages the entire production of its customers
products. Worldwides engineers maintain the highest levels of quality by
supervising all aspects of the manufacturing process. Worldwides engineers
write the production and inspection procedures, obtain the materials, audit and
perform all of the in-progress and final inspections.  All of
Worldwides active subcontractors have received ISO 9000 certifications.
ISO-9000 certifications are issued by the International Organization for
Standardization and represents the approval of the manufactures quality system
and the application of said quality system to the production processes.
 These certifications are issued to each factory after its management
receives the prerequisite training and is verified by periodic audits.  The
unique business relationships between Worldwide and its subcontractors allow
Worldwide to offer its customers lower manufacturing costs, and at the same time
maintain high standards of quality and timely delivery schedules.  Worldwides success stems from the following factors for both
direct manufacturing and outsourcing of its production service:  Worldwide has a wide range of manufacturing capability as a result
of:  - offering, through subcontractor and our own factories, many of
manufacturing processes required for our customers components and
assemblies, - providing engineering services to interact with the various
factories, and - coordinating and planning for complete turn-key assemblies.  Worldwides quality control is highly effective as a result
of:  - setting inspection criterion for manufacturers based on the
customers quality criteria, - conducting material auditing, in process inspection, and the final
inspection, and - providing incentive-reward packages to Worldwides quality control
employees.  Worldwides quick turn-around time compared with other offshore
suppliers is ensured by:  - committing 60-75 days for completing complicated tooling and two
to six weeks for basic tooling; - committing 30-60 days for first delivery, and seven days for the
deliveries afterwards, and - our team in China is continually monitoring production
progress.  Worldwide offers:  - competitive prices, - significant flexibility towards customers needs, - local team to perform quality assurance functions, - the Kanban inventory for 24-hour delivery for its contract parts,
and - quick responses to customer questions and concerns.  Additionally, Worldwide has a customer reception office at its
Shanghai subsidiary, which makes arrangements for its customers airline tickets
and hotels at a discounted rate, along with providing  - - 9 - -   local transportation and language interpretation during customer
visits.  Worldwide is able to provide its customers with considerable cost
advantages while eliminating the disadvantages of quality and delivery issues
frequently experienced by companies which have direct contracts with
manufacturers in China.  Since
Worldwide primarily employs engineers and engages a broad variety of
subcontractors, Worldwide is able to manufacture parts for a broad range of
industries. As demand for manufacturing slows for a particular product, industry
or sector, Worldwide is able to remain flexible as a result of its being in a
position to pursue opportunities to manufacture other products.  There are
no special governmental regulations or governmental approvals with respect to
our business.  Suppliers and Customers  In
2008, our six largest customers were: Pramac Swiss SA, Enesystem Inc, Provent
Solarpark, Pvline Gmbh and Schueco International KG; accounting for 72% of our
consolidated business. In 2007 Joslyn Sunbank, Joslyn Manufacturing, Radio Waves
Corp and Teleflex Electrical, GE Transportation and Pacific Scientific-CA
accounted for approximately 48% of consolidated net sales. The shift in our top
customers was the result of the Companys 2008 entry into solar module markets,
where we experienced the majority of our sales.  Our
five largest suppliers in 2008 were Changzhou Trina Solar Energy, Zhejiang
Shuqimeng Photo Voltaic, Jiangsu Aide Solar Energy Technology Co., Jiangyin
Hareon Power Co., Ltd. and Baoding Tianwei Yingli New Energy Resource. These
represented approximately $23 million of our purchases from external suppliers,
or approximately 75% of materials purchased by the Company. In 2007, our two
largest material suppliers were Shanghai Huanxinnuo Electro-Mechanical Products
Company (formerly named Shanghai Xinli Trading Company Ltd.) and Shanghai
Machine Tool Co. Ltd. They accounted for $573,328 or 6.8% and $724,891 or 8.6%
respectively, of the total materials purchased by Worldwide.  The shift in
our top suppliers was also the result of the Companys focus on the solar module
industry.  Competition  Worldwide strives to ensure quality and provide low cost to
customers so that it can remain competitive. The solar module industry and the
contract manufacturing service industry remain strongly competitive. There are
hundreds of companies, many larger than Worldwide, that have substantially
greater manufacturing, financial, research and development, engineering and
marketing resources. Worldwide is a small competitor in these multi-billion
dollar industries for both solar modules and contract manufacturing. If overall
demand for solar modules and contract manufacturing services should decrease,
this could result in substantial pricing pressure, which would negatively affect
revenue and net profit for Worldwide.   - - 10 - -   Employees  Worldwide currently employs approximately 450 employees, including
33 staff engineers and 12 administrative personnel at Worldwides wholly owned
subsidiary Intech in Shanghai, China and 400 employees who work at our factories
in China. The remaining 13 employees work at the California office in South San
Francisco. Five of these employees are in sales with the remaining eight
employees working in support and administrative roles. All employees are full
time.  Item
1A. Risk Factors  THE
SHARES OF WORLDWIDE ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK INCLUDING
THE COMPREHENSIVE DISCUSSION OF MATERIAL RISK FACTORS DESCRIBED BELOW. EACH
PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS
INHERENT IN AND AFFECTING THE BUSINESS OF THE COMPANY BEFORE MAKING AN
INVESTMENT DECISION.  1.
Resale of our securities may be difficult because there may not be sufficient
market activity to provide liquidity of the Companys shares.  There
is no assurance that the market for the Companys shares will be maintained or
that it will be sufficiently active or liquid to allow stockholders to easily
dispose of their shares.  2.
 Because we work under short-term contracts, it is very difficult to
forecast our operational and cash needs.  Contract manufacturing service providers must provide increasingly
rapid product turnaround for their customers. We generally do not obtain firm
long-term purchase commitments from our customers. Customers may cancel their
orders, change production quantities, or delay production because of consumer
demand or technological changes; however, we are often obligated to expend
significant amounts for retooling or other start-up costs of manufacturing. Any
costs due to cancellations, reductions, customer returns and/or delays by a
significant customer or by a group of customers might not be recoverable. The
loss could be greater than our projected profit on the contract, resulting in a
net loss for the contract. The short-term nature of our customers commitments
and the possibility of rapid changes in demand for their products reduce our
ability to estimate accurately future customer requirements. On occasion,
customers may require rapid increases in production, which can stress our
resources and reduce margins. Although we have several manufacturing facilities
in China that we do business with, there can be no assurances we will have
sufficient capacity at any given time to meet our customers demands. We could
lose orders or fail to complete orders in a timely manner. In addition, because
many of our costs and operating expenses are relatively fixed, any reduction in
customer demand can adversely affect our gross margins and operating income.  3.
 A few customers and contract manufacturers account for a large percentage
of our business. Therefore, the loss of any one customer or contract
manufacturers could reduce our sales significantly or impede our ability to
comply with our manufacturing contracts, respectively.   - - 11 - -   In 2008 our six largest customers, Pramac Swiss SA, Enesystem
Inc., Provent Solarpark, Pvline Gmbh, and Schueco International KG accounted for
72% of our consolidated business. In 2007, Joslyn Sunbank, Joslyn Manufacturing,
Radiowaves Corporation, Teleflex Electrical, GE Transportation and Pacific
Scientific accounted for approximately 48% of our consolidated net sales. Our
five largest suppliers in 2008 were: Changzhou Trina Solar Energy, Zhejiang
Shuqimeng Photo Voltaic, Jiangsu Aide Solar Energy Technology Co, Jiangyin
Hareon Power Co., Ltd. and Baoding Tianwei Yingli New Energy Resource.
 These represented approximately $23 million of our purchases from external
suppliers, or approximately 75% of materials purchased by the Company. In 2007,
our two largest material suppliers were Shanghai Huanxinnuo Electro-Mechanical
Products Company (formerly named Shanghai Xinli Trading Company Ltd.) and
Shanghai Machine Tool Co. Ltd. Together they accounted for $573,328 or 6.8% and
$724,891 or 8.6% respectively of the total materials purchased by Worldwide. The
loss of any one customer could significantly reduce our sales. The loss of one
contract manufacturer could cause delays in our performance of contracts or
reduce our gross margin if a substitute manufacturer could not deliver on time
or at the same contract price.  4.
Taxing authorities could modify our tax exemptions or challenge our tax
allocations and require us to pay more taxes.  Our
operations are predominantly located in China, where tax incentives have been
extended to encourage foreign investment. Our effective tax rate could increase
if these tax incentives are not renewed upon expiration or tax rates applicable
to us are increased. Tax authorities in jurisdictions in the United States could
challenge the manner in which profits are allocated between US and Chinese
subsidiaries and if we do not prevail in any such challenge we will be required
to pay more taxes  5.
 Unforeseen changes in suppliers can result in losses of tooling deposits
and other pre-production costs.  In most
cases the tool, die, or mold from which a part is made is paid for and owned by
the customer, and is designed for a specific customer. We require our customers
to provide a non-refundable down payment to cover tooling costs, including
pre-production machine set-up costs. In the event that a supplier is unable to
fulfill its production agreements with us, management believes that other
suppliers can be found. However, a change in suppliers would cause a delay in
the production process and could result in loss of tooling deposits and other
supplier advances, causing Worldwide to not comply with the timely delivery
requirements of our contract with our customer, and loss of tooling deposits
will reduce our gross margin on the contract.  6.
 Doing business in China is subject to legal risks and political and
economic changes over which we have no control.  Under
its current leadership, the Chinese government has been pursuing economic reform
policies. Changes in these policies or political instability could affect our
ability to operate, to repatriate funds from China, or increase our costs of
doing business or our tax rate. Even though the United States has granted a most
favored nation status to China, this could be revoked or retaliatory tariffs
could make the import of our products prohibitively expensive. The Chinese
government could change its policies toward private enterprise or even
nationalize or expropriate private enterprises, which could result in the total
loss of our investment in that country.  - - 12 - -    We
periodically enter into agreements governed by Chinese law. Unlike the United
States, China has a civil law system based on written statutes in which judicial
decisions have little precedential value. The Chinese government has enacted
some laws and regulations dealing with matters such as corporate organization
and governance, foreign investment, commerce, taxation and trade. However, the
governments experience in implementing, interpreting and enforcing these
recently enacted laws and regulations is limited, and our ability to enforce
commercial claims or to resolve commercial disputes is uncertain. Furthermore,
enforcement of the laws and regulations may be subject to the exercise of
considerable discretion by agencies of the Chinese government, and forces
unrelated to the legal merits of a particular matter or dispute may influence
their determination. These uncertainties mean that we cannot rely on legal
protections to ensure that suppliers honor their contracts with us. If we suffer
a loss because of breach of contract by a Chinese supplier, we might not be able
to recover the loss.  7.
 Currency fluctuations can cause us significant losses.  Some of
our costs such as payroll, material and equipment costs are denominated in
Chinese Renminbi.  In addition, most of our solar module customers pay in
Euros. Changes in the exchange rate between the Renminbi, Euros and the U.S.
dollar will affect our costs of sales and operating margins.   Item
1B. Unresolved Staff Comments  Not applicable.   Item
2. Properties On June
1, 2008, Worldwide entered into a 61-month lease for 9,680 square feet of
office/ warehouse space located at 408 N canal Street, South San Francisco,
California. The rent per month is $10,164 with rent increasing three percent
each year. The rent for 2008 was $60,984, and the lease expires on May 31, 2013.
 On June 1, 2008, Shanghai Intech, the Companys quality control division,
entered into a one-year lease expiring June 1, 2009 for $3,998 per month.
Additionally, the rent for our electronics factory is $1,496 per month and
expires March 14, 2010. The total square feet for Intech's operations is 13,265.
Shanghai Intech Precision (our die-cast factory) pays rent of $1,460 per month,
which includes 71,043 square feet. The lease expires March 14, 2010. In
addition, Worldwide has leased a 129,167 square foot facility in Ningbo, China.
The lease term is from July 18, 2008 to July 17, 2013.This facility houses the
production operations and R&D center for the Companys solar division. The
rent is approximately $17,600 per month; the first three months were free.  The
following is a tabular description of our lease obligations:  Company
Lease Term
Square Feet
Monthly Rent
2008 rent
Expected 2009 rentWorldwide (California headquarters warehouse)
June 1, 2008 to May 31, 2013
9,680
$10,164 (increase of 3% per year)
$60,984
$121,968  - - 13 - -    Shanghai Intech Electro-Mechanical Products Co., Ltd.
June 1, 2008 to June 1, 2009
13,165
$3,998
$23,988
$23,988, per current lease termsShanghai Intech-Detron Electric and
Electronic Company Limited
Expires March 14, 2010
19,375
$1,496

$17,952Shanghai Intech Precision Mechanical
Products Ltd.
Expires March 14, 2010
71,043
$1,460

$17,520Ningbo Solar Factory
July 18, 2008 to July 17, 2013
129,167
$17,600

$211,200   Item
3. Legal Proceedings  Not applicable.   Item
4.  Submission of Matters to a Vote of Security Holders No
matters were submitted to a vote of security holders during the fourth quarter
of the fiscal year ended December 31, 2008.     - - 14 - -   PART II   Item
5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities  (a) Market Information  Our
stock is quoted on the OTC Bulletin Board under the symbol WEMU. Worldwide
began trading on June 1, 2004.  The stock symbol was changed on February
25, 2008 as a result of a name change from Worldwide Manufacturing USA, Inc. to
Worldwide Energy and Manufacturing USA, Inc. There are 3,509,512 shares
outstanding.  The Company recently applied for listing on the NASDAQ
Capital Market.   The Company believes it meets all of the necessary
requirements with the exception of a bid price of $4.00. The below table
provides the average low and high bid and ask prices for the preceding quarters
of 2008.  Year
ended December 31, 2008BID
ASK1st
QTR
$
7.37
$9.742nd
QTR
$6.58
$9.053rd
QTR
$5.54
$7.694th
QTR
$3.36
$5.58Year ended
December 31, 2007BID
ASK1st
QTR
$
2.50
$8.002nd
QTR
$4.90
$5.803rd
QTR
$4.00
$5.704th
QTR
$4.85
$9.00  (b) Stockholders
of Record  As of
December 31, 2008, there were approximately 317 stockholders of record.  (c) Dividends  The
Company paid no dividends in 2008. The Company may or may not pay dividends in
the future depending on Company performance.  (d) Equity Compensation Plans  Worldwide established
a stock option plan for its employees on April 1, 2004 in order to attract and
retain qualified employees on behalf of the Company, as well as provide
employees with an opportunity to participate in the growth of the Company.
 Worldwide approved the authorization of 300,000 shares. As of December 31,
2008, no option shares have been exercised under this plan. The 2004 Stock
Option Plan provides the opportunity for employees to purchase shares at $6.00.  - - 15 - -   As
of March 31, 2009, 131,292 option shares have been granted at an
option price of $6.00.   Item
6.  Selected Financial Data    Summary Consolidated
Financial Data  The
following summary of consolidated statements of income data for the years ended
December 31, 2008, 2007, 2006 and 2005 and the selected consolidated balance
sheet data as of the years ended December 31, 2008, 2007, 2006 and 2005 are
derived from, and are qualified by reference to, the audited consolidated
financial statements of Worldwide that have been audited by Child, Van Wagoner
& Bradshaw, PLLC, independent registered public accounting firms, and that
are included elsewhere in this report.  The following summary
of consolidated financial information should be read in conjunction with our
consolidated financial statements and related notes and the information
contained in Managements Discussion and Analysis of Financial Condition and
Results of Operations, appearing elsewhere in this report. Our historical
results are not necessarily indicative of our results for any future
periods.   (In U.S.
dollars, except per share data)  December 31, 2008
(restated)

December 31, 2007

December 31, 2006

December 31, 2005

December 31, 2004

December 31, 2003Statement of Income
DataRevenues
$
45,913,957
$
12,132,710
$
11,409,300
$
8,713,431
$
6,700,593
$
5,999,630Cost
of Sales
$
39,746,286
$
8,350,621
$
8,022,875
$
5,911,417
$
4,153,368
$
4,051,225Operating
Expenses
$
4,389,883
$
3,086,327
$
2,183,056
$
2,285,085
$
1,777,379
$
1,948,405Income
From Operations
$
1,777,788
$
695,762
$
1,203,369
$
516,929
$
769,846
$
520,777Income
Taxes
$
(284,278)
$
65,726
$
38,937
$
1,700
$
256,492
$
38,500Net
Income
$
1,001,648
$
575,674
$
969,429
$
581,166
$
521,486
$
540,872Number
of Shares Issued and Outstanding

3,493,512

2,047,363

2,030,863

2,024,002

2,011,842

2,000,000Income
from Operations Per Share

.65

.34

.59

.26

.38

.26Weighted
Average Number of Shares Outstanding

2,731,995

2,035,495

2,030,863

2,024,002

2,011,842

2,000,000Net
Income Per Share

.37

.28

.48

.29

.26

.27  - - 16 - -    December 31, 2008

December 31, 2007

December 31, 2006

December 31, 2005

December 31, 2004

December 31, 2003Balance Sheet
DataCurrent
Assets
$
14,660,221

8,210,711
$
6,599,094
$
4,916,119
$
2,199,978
$
1,760,468Total
Assets
$
19,133,009

8,762,841
$
7,127,847
$
5,427,736
$
2,621,760
$
2,562,792Total
Current Liabilities
$
7,125,493

4,447,946
$
3,562,899
$
2,773,935
$
1,311,219
$
1,751,211Total
Long-Term Liabilities
$
997,099

498,812
$
522,024
$
1,268
$
16,827
$
174,353Total
Shareholders Equity
$
10,397,778

3,816,083
$
3,042,924
$
1,942,573
$
1,293,714
$
637,228      Item
7. Managements Discussion and Analysis of Financial Condition and Results of
Operations.  Certain
statements in this report, which are not statements of historical fact, are what
are known as forward-looking statements, which are basically statements about
the future. For that reason, these statements involve risk and uncertainty since
no one can accurately predict the future. Words such as plans, intends,
hopes, seeks, anticipates, expects, and the like, often identify such
forward looking statements, but are not the only indication that a statement is
a forward-looking statement. Such forward-looking statements include statements
concerning our plans and objectives with respect to our present and future
operations, and statements, which express or imply that such present and future
operations will or may produce revenues, income or profits. In evaluating these
forward-looking statements, you should consider various factors, including those
described in this report under the heading Risk Factors in Part I, Item 1A.
These and other factors may cause our actual results to differ materially from
any forward- looking statement. We caution you not to place undue reliance on
these forward-looking statements. Although we base these forward-looking
statements on our expectations, assumptions, and projections about future
events, actual events and results may differ materially, and our expectations,
assumptions, and projections may prove to be inaccurate. The forward-looking
statements speak only as of the date hereof, and we expressly disclaim any
obligation to publicly release the results of any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this filing.     - - 17 - -   Overview  We are
an engineering, contract manufacturing and direct manufacturing Company,
primarily servicing customers in Europe and South Korea for our solar modules
and United States companies that outsource their smaller scale production orders
for offshore production in China. From our inception in 1993 until 2005, we were
strictly an intermediary or middleman, working with our customers and our
subcontractors to assure that our customers received high quality components on
a timely basis. While we still subcontract a significant portion of our
business, since 2005 we have begun the transition to becoming a direct contract
manufacturer, operating several of our own factories.  Recently, we
announced two additional factories, allowing us to become a direct manufacturer
for solar modules and for power supply units as described below:  In February of 2008, Worldwide established a
solar division that focuses on photovoltaic module technology under the brand
name of AmeriSolar.  On February 4, 2008, the Company changed its name
from Worldwide Manufacturing USA, Inc. to Worldwide Energy and Manufacturing
USA, Inc. in order to reflect its expansion into the solar energy industry. The
Company issued 300,000 restricted shares for the AmeriSolar brand name.Worldwide then leased a 129,167
square foot facility in Ningbo, China. The lease term is from July 18, 2008 to
July 17, 2013.This facility houses the production operations and R&D center
for the Companys solar division. This factory has the capability of producing
80MW in solar modules per year, which translates into approximately $224 million
in revenues at full capacity, based on current prices. By opening this factory
we hope to increase gross and net margins in our solar division. Furthermore, it
will help us through the R&D department to continue to improve, develop and
enhance our solar modules. We will continue to explore opportunities as well as
expand our solar sales and distribution in the United States and Latin America.
We currently sell our solar modules in Europe and South Korea. Our research
shows that the United States has an abundance of solar rebate programs for both
the commercial and residential markets at the local, state and federal level. We
feel we are well positioned to sell our modules to large institutions in the
U.S.This division generated
$30,999,962 in sales for period ending December 31, 2008.  On
October 14, 2008, Worldwide completed the acquisition of 55% of Shanghai De Hong
Electric and Electronic Company Limited (De Hong) through acquiring 55% of the
outstanding capital stock of De Hong, a Chinese corporation, through Worldwides
wholly owned subsidiary Intech Electro-Mechanical Products Co., Ltd., a China
corporation (Intech). The terms of the Agreement dated February 3, 2008 were
that Intech paid cash consideration of approximately $1 million dollars for a
55% interest in DeHong in two installments with the first installment of
$714,286 being paid within three months of receiving the business license which
occurred on October 10, 2008 and the second installment of $285,714 being paid
no later than December 15, 2008.  The Company funded the acquisition with
some of the proceeds from the sale of 1,055,103 shares of its common stock, or
$4,747,970, on June 23, 2008. Shanghai De Hong Electric and Electronic Company
is the holding company for the operating subsidiary Shanghai  Intech
-Detron Electronic Co. (Detron).  Therefore, Worldwide received 55% control of the operating
subsidiary Shanghai Intech-Detron Electric and Electronic Company Limited
(Detron).  Detron is a power supply factory in Shanghai, China with
designing and R & D capabilities. Detrons revenues were about
$6.17 million for the twelve months ended December 31, 2008, and $ 4.1
million for the twelve months ended December 31, 2007.  - - 18 - -    We made
the transition to become a direct manufacturer in several product areas because
we felt that as a contract manufacturer we were constrained in our growth. Many
Fortune 500 and other large companies either cannot or choose not to work with
contract manufacturers, preferring to go directly to the source that can
manufacture the product and thereby avoid the additional expense of a middleman.
This is particularly true for very large orders where the added cost of a
middleman can have a material impact on the customers bottom line. As a result,
our revenues have for the most part been limited to smaller scale production
orders placed by companies that are not among the largest companies in the
United States or elsewhere. Additionally, as a middleman we must share any
potential gross profit with the subcontracting factory. Therefore, our customers
are generally smaller, the orders they place are smaller, and the income and
profit we can generate from those orders is of necessity limited because we are
not directly manufacturing the products. On the other hand, when we subcontract
the actual manufacturing of our customers products and components, we do not
need to hire factory employees, purchase materials, purchase and maintain
manufacturing equipment or incur the costs of the manufacturing facilities. To
some extent, these costs are built into the price charged by our subcontractors,
but if we do not place orders, we do not incur those costs.  Our
management has carefully considered these factors and during 2005 made the
strategic decision to move our Company away from our historical complete
reliance on subcontractors. At the beginning of 2005 we did not own any of our
own factories and used as our suppliers of materials and labor approximately 100
factories in China, mostly in Shanghai or the surrounding area. During the first
quarter of 2005, we acquired the assets of Chengde, a factory that manufactures
automobile air conditioning units. We discontinued operations of this factory in
May 2008.  We wanted to divest ourselves of this factory in 2008 to focus
on our new business plan of entering the solar module industry; as well, as this
factory failed to perform to our expectations, generating little revenue and
profit in 2007 and 2008.  In the year ending December 31, 2007, Chengde
provided revenues of approximately $267,000 and no net income.  In the
fourth quarter of 2005 we established a die-casting and machining factory
through leasing an existing facility from a former supplier and initially
investing approximately $500,000 to upgrade the equipment and manufacturing
buildings. In these transactions we acquired assets, the expertise of the
employees, the managers of the factories, and a portion of the existing customer
base of those factories. In the third quarter of 2005, we also established an
electronics manufacturing factory. As a result of these two continued factory
operations and the recently announced new factories described above, as of
December 31, 2008 we own and operate four factories that we now use for the
manufacture of certain product lines that we historically had to subcontract,
and we are using the services of approximately 40 subcontractors to manufacture
those product lines for which we do not have our own manufacturing capabilities.
The establishment of these factories, including asset purchases and factory
upgrades, was funded primarily with some of the proceeds from its
    unregistered sales on June 23 of 1,055,103 common stock
or $4,747,970. In addition, the Company had more subscriptions for the sale of
an aggregate of $252,027 or 56,007 shares of common stock, which was used to
help fund these new acquisitions as well as to provide additional working
capital for the Company.  In 2008
our credit line was increased by approximately $775,000 from a line of
credit in the amount of $2.25 million with Golden Gate Bank to $3.025 million,
as a result of securing two new credit lines with Bank of the West, one for
$1,025,000 and the other for $2,000,000. The credit line with  - - 19 - -   Golden Gate Bank was subsequently cancelled.In the future, we expect to continue to acquire
or establish factories in China which will give us the capability to manufacture
those product lines our management believes are the most profitable.  The
impact of our four factory operations is as follows:  (i) In February of 2008, Worldwide established a solar division
that focuses on photovoltaic module technology under the brand name of
AmeriSolar.   For the year ended December 31, 2008, this division
generated $30,999,962 in sales with a net profit of $865,860. We expect profits
and revenues to increase in 2009.  (ii)  Shanghai Intech Precision Machinery Co. Ltd. generated
revenues of approximately $3,887,410 and a net income of $144,000 for the year
ending December 31, 2008.  Revenues increased by $1,042,410 or
approximately 36.6% over period ending December 31, 2007 where revenues were
$2,845,000.   Revenue increase as a result of increased orders from
Shanghai GM.  Net profit decreased from $257,000 for the year ending
December 31, 2007 to $144,000 for the period ending December 31, 2008. The
decrease was $113,000 or approximately 44%. This decrease in net profit was the
result of renovation costs for a high capacity machine that will be placed into
operation in the second half of 2009. In addition, the profit margins on GM
products are less than other die-cast customers, resulting in lower margins and
causing the decline in net profits.  (iii) Shanghai Intech, the Companys quality assurance arm and
electronics factory, had revenues of approximately $6,613,502 and net income of
$382,088for the year ending
December 31, 2008 compared to revenues of $5,969,000 for the year ending
December 31, 2007 and net income of $287,000.  Revenues increased by
$644,502 or 10.8%. Additionally, net profits increased by $95,088 or 33.1%.
 The increase in net profit and revenues was result of continued demand
from our customers. Further, the recently announced Detron acquisition will be
combined with Intechs electronics factory. This will serve to reduce overhead
and streamline some of the operations. In 2008, Detron had revenues of
approximately $5,401,962 and a net profit of $518,670. The acquisition was not
completed until October 14, 2008; therefore, Detrons revenue numbers and
profits have little impact on Intechs financial results.  With the continuing transition into direct manufacturing, we
expect to continue to increase sales outside the United States, and in
particular, increase the number of customers in the PRC and European countries
with our solar modules. Our costs to establish and improve these factories and
enter new market with our solar modules will increase along with sales and
profits.  Through
the development of our product mix, which consists of solar modules, foundry,
machining and stamping, electronics and fiber optics products lines, our
business has become more diverse. In the past, foundry and machining and
stamping accounted for more than 90% of our business. This percentage has
decreased to approximately 45% since forming our solar division and factory. We
expect that the solar module business will continue to become a larger part of
the Companys  - - 20 - -   revenues and profits. For 2009, we expect solar modules sales to
represent an excess of 65% of our total revenues.  Generally, our operating results have been,
and will continue to be, affected by a number of factors, including the
following:  
our customers may cancel or delay orders or change
production quantities;
overall
market conditions in the solar industry;
integration of acquired businesses and
facilities; and
managing growth and changes in our operations. We also are subject to other risks, including
risks associated with operating in foreign countries, changes in our tax rates,
and fluctuations in currency exchange rates.  Managements
Discussion for December 31, 2008  Financial
Condition  As of
December 31, 2008, the current assets of Worldwide were $14,660,221 compared to
current assets as of December 31, 2007 of $8,210,711. This represents an
increase of $6,449,510 or approximately 78.5%. The increase in current assets
was primarily the result of an increase in cash, accounts receivable, and
inventory. The Companys cash increased by $2,980,651 largely as a result of the
Companys sales in June 2008 of 1,055,103 shares of its common stock. As well,
the Company had additional subscriptions for the sale of an aggregate of
$252,027, or 56,007 shares of common stock. In addition, accounts receivable
increased by 1,515,482 or 31.6% as a result of the Companys sales growth.
Accounts receivable were $4,790,506 for the year ending December 31, 2008
compared to $3,275,024 for the year ending December 31, 2007. The last major
factor contributing to the increase in current assets was the increase in
inventory of $1,421,617. Inventory was $3,754,765 for the year ending December
31, 2008 compared to $2,333,148 for the year ending December 31, 2007. Inventory
increased as a result of the establishment in December of 2008 of the Ningbo
Solar factory and the acquisition of Detron in October of 2008.  Current
liabilities at December 31, 2008 totaled $7,125,493 compared with $4,447,946 at
December 31, 2007. This represents an increase of $2,677,547 or 60.20%.
 The increase in current liabilities was due to an increase in accounts
payable of $946,936 or 38.6% as the result of the Companys growth. Accounts
payables were $3,400,253 in December of 2008 compared to accounts payable of
$2,453,317 in December of 2007. The other major contributor to the increase in
current liabilities was liabilities due to our recent acquisition of Detron in
October of 2008, which amounted to $1,243,024.  Total
assets were $ 19,133,009 for the year ended December 31, 2008 compared to
$8,762,841 for the year ended December 31, 2007. The increase of $10,370,168 or
approximately 118.3% was the result of the following factors: (1) sale of
unregistered securities for $4,597,587; (2) the acquisition of Detron, and the
establishment of the new solar factory in Ningbo, China.  This resulted in
increases in property plant and equipment of $808,045. (3) Property, Plant and
equipment totaled  - - 21 - -   $1,353,539 in year ending December 31, 2008 compared to $545,494
in December of 2007; (4) increase in inventory and accounts receivable due to
the Companys growth in 2008, and (5) the purchase of the AmeriSolar brand name
and technology.  Results of Operations  Net
sales for the year ending December 31, 2008 were $45,913,957 compared to
$12,132,710 for the year ending December 31, 2007, an increase of $33,781,247 or
approximately 278.4%.  The primary reason for the increase was due to our
energy division which started in February 2008 and generating sales of
$30,999,962. Additionally, the acquisition of Detron generated sales of
$1,720,965 for the Company in the fourth quarter.  For the
year ending December 31, 2008, gross profits were $6,167,671 (13.4%) compared to
$3,782,089 in 2007 (31% of sales). The decline of gross profits as a percentage
of sales (17.6 percentage points) occurred because the Company utilized more
sub-contractors for the production of our solar modules, along with softness in
the price of solar modules. It is expected that gross margins will improve as
the Company continues its transition of becoming a direct manufacturer for its
solar module products as the newly established factory becomes operational. As
well, the outlook for solar modules margins will improve as the raw material
necessary for the production of modules are expected to decline.  Cost of
goods sold for the year ending December 31, 2008 was $39,746,286 compared to
$8,350,621 for the year ending December 31, 2007. The increase of $31,395,665 or
376% was the result of greater sales and lower margins in the solar module
industry.  Net
profit for the year ending December 31, 2008 was $1,001,648 compared to $575,674
for the year ending December 31, 2007. The increase of $425,974 or 74.0% was the
result of higher sales from our solar division. Net profit from this division
was approximately 3%.  It is expected that gross margins will improve as
the Company continues its transition to becoming a direct manufacturer for its
solar module products as the newly established factory becomes operational.
Further, the outlook for solar modules margins looks to improve as raw material
necessary for production of modules are expected to decline.  General
and administrative expenses for the year ending December 31, 2008 were
$3,832,363 (8.3% of sales) compared to $2,769,847 (22.8% of sales) for the year
ending December 31, 2007. The increase of $ 1,004,900, or 35.5%, was the result
of increased staff and expenses associated with providing an appropriate
infrastructure to support our growth and future growth. Further, the costs
associated with being public increased over the last year.  Liquidity  The
following is a summary of Worldwides cash flows from operating, investing, and
financing activities during the periods indicated:  - - 22 - -     Year ended December 31,2008
2007Operating
activities
$2,682,044
$252,456Investing
activities
$(2,811,318)
$(791,302)Financing
activities
$3,169,596
$1,133,674Net effect on
cash
$2,980,651
$672,024  The
Company funded its growth largely from its proceeds of $4,747,970 from the sale
on June 23, 2008 of 1,055,103 shares of its common stock. As well, the Company
had additional subscriptions for the sale of an aggregate of $252,027 or 56,007
shares of common stock.  This was used to help fund these new acquisitions
and to provide additional working capital for the Company. The Company netted
$4,608,036 from the sales of these securities.  In 2008
our credit line was increased by approximately $775,000 from a line of
credit in the amount of $2.25 million with Golden Gate Bank to $3.025 million,
as a result of securing two new credit lines with Bank of the West, one for
$1,025,000 and the other for $2,000,000. The credit line with Golden Gate Bank
was subsequently cancelled. These revolving lines of credit are secured by the
assets of the Company and guaranteed by its officers. At December 31, 2008 and
2007, the balances on the lines of credit with Bank of the West were $921,619
and $1,758,584, respectively. The maturity date of these two credit lines is May
20, 2009 and June 1, 2011, respectively. The balance outstanding as of March 31,
2009 is $1,300,000, and $700,000 is still available for use on the line of
credit. Additionally, the second line of credit has a balance of $877,869 as of
March 31, 2009, with $147,131 still available for use of equipment and facility
purchases.  Further, the increase in net profits of $884,201 or 153.6% over
the last year provided the Company with greater liquidity and financial
resources. The Company feels that it has sufficient capital to continue to fund
its operations.  For
2008, net cash provided by operations was $2,682,044 compared to net cash
provided by operations of $252,456 for the year ended December 31, 2007, an
increase of $2,429,588. The major factors for this increase in net cash through
operations were customer deposits for our solar modules which totaled $960,873,
and our accounts receivables, which provided $521,719 due to growth in solar
modules. Net cash used in investing was $2,811,318 in 2008, compared to net cash
used of $791,302 in 2007. This increase was the result of our acquisition of
Detron and the establishment of our new solar module factory. The Company
anticipates further expansion in 2009 and will finance this growth through
Company profitability as well as outside sources of funding if required. Net
cash flows provided by financing activities in 2008 was $3,169,596 compared to
$1,133,674 in December 31, 2007. The increase was due to proceeds from the
Companys sales of unregistered securities which provided the Company with net
proceeds of $4,608,036, and which helped the Company to expand its operations.  New
Markets and Expansion of Operations in 2009  We plan
to continue our expansion efforts in the solar module industry through expansion
of our  - - 23 - -   solar module factory in Ningbo, China. We will attempt to increase
our customer base in this industry by achieving greater product enhancements and
sales efforts. Further, we feel that our recent acquisition of Detron will bring
more revenues and profits as we continue to streamline our present electronic
factory into the new acquisition as well as improve the operation of Detron and
our other factories in China. Additionally, we intend to begin expansion into
the U.S. solar module market in the third quarter of 2009.  Off-Balance Sheet Arrangements  We do
not have any off-balance sheet arrangements that are currently material or
reasonably likely to be material to our financial position or results of
operations.   Tabular disclosure of contractual obligations  Contractual obligations
Payments due by periodTotal
Less than 1 year
1-3 years
3-5 years
More than 5 yearsLong-Term Debt
Obligations
921,619


921,619Capital Lease
Obligations
911,111
267,831
340,984
302,296Operating Lease
ObligationsPurchase
ObligationsOther Long-Term
Liabilities Reflected on the Registrants Balance Sheet under GAAP
75,480

75,480Total
1,908,210
267,831
416,464
1,223,915  Critical Accounting Policies, Estimates and Judgments  This
discussion and analysis of financial condition and results of operations is
based on our consolidated financial statements, which have been prepared in
accordance with U.S. generally accepted accounting principles. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses and
related disclosures. On an on-going basis, we evaluate our estimates, including
those related to property, plant and equipment, inventories, revenue
recognition, inventories, accounts receivable and foreign currency transactions
and translation. We base our estimates on historical experience and on various
other market-specific assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results, however, may differ significantly from these
estimates.  We
believe the following critical accounting policies reflect the more significant
judgments and estimates used in the preparation of our consolidated financial
statements:   - - 24 - -   Property, plant and equipment  Property, plant and equipment are stated at historical cost and
are depreciated over the useful lives of the assets. Leasehold improvements and
capitalized leased equipment are amortized over the life of the lease. Repair
and maintenance expenditures that do not significantly add to the value of the
equipment or prolong its life are charged to expense as incurred. Gains and
losses on dispositions of property, plant and equipment are included in the
related periods statement of operations. Depreciation is computed primarily
using the straight-line method based on estimated useful lives, which range from
3 to 25 years.  Inventories  Inventories consist of finished goods of manufactured products.
Our inventory is based on customer orders and the duration of those orders. Cost
is stated at the lower of cost or market on a first-in, first-out (FIFO) basis.
We have not recorded an allowance for slow-moving or obsolete inventory.
Obsolete inventory at December 31, 2008 and 2007 was minimal.  Revenue Recognition  We
recognize revenues in accordance with the guidelines of the Securities and
Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 104 Revenue
Recognition. We recognize revenue from product sales when the orders are
completed and shipped, provided that collection of the resulting receivable is
reasonably assured. Amounts billed to customers are recorded as sales while the
shipping costs are included in cost of sales. Returns on defective custom parts
may only be exchanged for replacement parts within 30 days of the invoice date.
Returns on defective parts, which can be resold, may be exchanged for
replacement parts or for a refund.  Revenue from non-refundable customer
tooling deposits is recognized when the materials are shipped or when the
deposit is forfeited, whichever is earlier.  Foreign Currency Transactions and Translation  Transaction gains and losses result from a change in exchange
rates between the functional currencies in which a foreign currency transaction
is denominated and the reporting currency. They represent an increase or
decrease in (i) the actual functional current cash flows realized upon
settlement of foreign currency transactions and (ii) the expected functional
currency cash flows on unsettled foreign currency transactions. All transaction
gains and losses are included in other income or expense. For all periods
presented, sales to customers were primarily denominated in Euros and U.S.
dollars.  Assets
and liabilities of foreign subsidiaries are translated into U.S. dollars at the
prevailing exchange rate in effect at each period end. Revenue and expenses are
translated into U.S. dollars at the average exchange rate during the reporting
period. Contributed capital is translated into U.S. dollars at the historical
exchange rate when capital was injected. Any difference resulting from using the
current rate, historical rate, and average rate in determination of retained
earnings is accounted for as a translation adjustment and reported as part of
comprehensive income or loss in the equity section. Exchange differences are
recognized in the income statement in the period in which they occur.   - - 25 - -   Management has discussed the development and selection of these
critical accounting policies with the Board of Directors and the Board has
reviewed the disclosures presented above relating to them.   Item
7A. Quantitative and Qualitative Disclosure About Market Risk Not applicable.   Item
8. Financial Statements and Supplementary Data See the following pages.  - - 26 - -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES  Index
to Consolidated Financial Statements CONTENTS PageReport
of Independent Registered Public Accounting Firm
2 
8Consolidated
Balance Sheets
30Consolidated
Statements of Operations and Other Comprehensive Income
32Consolidated
Statements of Stockholders Equity
34Consolidated
Statements of Cash Flows
35Notes
to Consolidated Financial Statements
37      - - 27 - -   Report of Independent Registered Public Accounting Firm  To
the Audit Committee/Board of Directors Stockholders of Worldwide Energy and
Manufacturing USA, Inc. South San Francisco,
California We have audited the consolidated balance sheets of Worldwide
Energy and Manufacturing USA, Inc. (the Company) as of December 31, 2008 and
2007, and the related consolidated statements of operations and comprehensive
income, stockholders equity and cash flows for the years ended December 31,
2008 and 2007. These consolidated financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement.
The company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial positions of
Worldwide Energy and Manufacturing USA, Inc. as of December 31, 2008 and 2007,
and the results of its consolidated operations and its consolidated cash flows
for the years ended December 31, 2008 and 2007, in conformity with accounting
principles generally accepted in the United States of America. Since our previous report dated April 5, 2009, it was
determined that the financial statements needed restatement to make corrections
as described in note 17. Child, Van Wagoner & Bradshaw, PLLC Salt Lake City, Utah April
5, 2009, except for note 17 which is dated August 18, 2009  J.
Russ Bradshaw, CPA William
R. Denney, CPA Russell
E. Anderson, CPA Scott
L. Farnes 1284
W. Flint Meadow Dr. #D Kaysville, Utah 84037 Telephone 801.927.1337 Facsimile
801.927.1344 5296
S. Commerce Dr. #300 Salt Lake City, Utah 84107 Telephone 801.281.4700 Facsimile
801.281.4701 Suite
A, 5/F Max Share Centre 373 Kings Road North Point, Hong Kong Telephone
852.21.555.333    - - 28 - -     - - 29 - -   WORLDWIDE ENERGY AND
MANUFACTURING USA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS  December 31

December 31(Restated)
2008

2007ASSETSCurrent
assets:Cash
and cash equivalents
$
5,092,476
$
2,111,825Accounts
receivables, net of allowances of $45,634

4,790,506

3,275,024Notes
receivables

269,507

-Inventories

3,754,765

2,333,148Income
tax receivable

-

82,131Advances
to suppliers

99,824

260,540Related
parties receivables

446,373

30,422Prepaid
and other current assets

206,770

117,621Total current
assets

14,660,221

8,210,711Deposits paid
for investment

1,724,976

-Property, plant
and equipment, net

1,353,539

545,494Intangible
assets

1,386,714

-Other
assets

7,559

6,636Total
assets
$
19,133,009
$
8,762,841LIABILITIES AND STOCKHOLDERS EQUITYCurrent
liabilities:Accounts
payable
$
3,400,253
$
2,453,317Lines
of credit

-

1,758,584Accrued
expenses

867,291

156,524Tax
payable

364,213

78,637Acquisition

Cost Payable

285,714

-Due
to related parties

1,243,024

-Customer
deposits

964,998

-Current
portion of long-term debt (note 10)

-

884Total current
liabilities

7,125,493

4,447,946Non-current
liabilitiesLong
term loan

937,075

-Loan
payable to stockholders

60,024

498,812Total
non-current liabilities

997,099

498,812Total
liabilities

8,122,592

4,946,758Minority
interest in subsidiary

612,639

-Stockholders
equityCommon
stock (No Par Value: 100,000,000 shares authorized;3,493,512
shares issued and outstanding)

6,108,379

270,746  - - 30 - -    Retained
earnings

3,801,921

3,250,112Accumulated
other comprehensive income

487,478

295,225Total
stockholders equity

10,397,778

3,816,083Total
liabilities and stockholders equity
$
19,133,009
$
8,762,841  See
accompanying notes to consolidated financial statements.   - - 31 - -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  For The Year EndedDecember 31(Restated)
2008

2007RevenueRegular sales, net of returns of $0 in 2007 and $0 in
2006
$
45,913,957
$
12,132,710Cost of goods sold

39,746,286

8,350,621Gross
profit

6,167,671

3,782,089Operating ExpensesOther
selling, general and administrative expenses

3,832,363

2,769,847Management
and professional fees paid to shareholders (Note 13)

306,000

210,000Stock
based compensation

128,597

-Depreciation

122,923

106,480Total operating expenses

4,389,883

3,086,327Net operating income

1,777,788

695,762Other Income (expenses)Interest
income

21,995

12,548Interest
expenses

(120,038)

(79,544)Interest
expense paid to shareholders (Note 13)

(27,284)

(17,371)Other
income

114,057

254,265Other
expenses

(243,765)

-Dividend
income

242,770Exchange
loss

(364,067)

(355,712)Loss
on Disposal

(101,982)Gain
on disposal

-

-Total other expenses

(478,314)

(185,814)Income from continuing operations before income taxes

1,299,474

509,948Income
taxes (expense) /benefit

(284, 
368
)

65,726Income from continuing operations before minority
interest

1,015,106

575,674Loss share by
minority interest

(15,843)

-Income from continuing operations
$
999,263
$
575,674Income
from discontinued operations, net of tax

2,385Net
income

1,001,648

575,674Other comprehensive incomeForeign currency
translation

192,253

135,610Comprehensive income
$
1,193,901
$
711,284  - - 32 - -    Earnings per shareContinuing
operations
$
0,37
$
0.28Discontinued
operations
$
0.00
$
0.00Weighted average shares outstanding

2,731,995

2,035,495  See
accompanying notes to the consolidated financial statements  - - 33 - -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCK HOLDERS EQUITY   Common StockNo Par Value

RetainedEarnings

Accumulated Other Comprehensive

TotalStockholders
EquityNumber ofShares

Amount



IncomeBalance, December 31, 2006

2,030,863
$
208,871
$
2,674,438
$
159,615
$
3,042,924Share Issued at $3.75 per share for services

16,500

61,875

-

-

61,875Net income for the year ended December 31,
2007

-

-

575,674

-

575,674Comprehensive income - unrealized loss on foreign
currency translation

-

-

-

135,610

135,610Balance, December 31, 2007

2,047,363
$
270,746
$
3,250,112
$
295,225
$
3,816,083Share Issued at $3.67 per share for services

35,040

128,597

-

-

128,597Share Issued at $3.67 per share for acquisition of
brand name

300,000

1,101,000

-

-

1,101,000Share Issued at $4.5 per share for raising fund by
deducting the issuance cost of $391,961

1,055,103

4,356,009

-

-

4,356,009Share Issued at $4.5 per share for raising fund

56,006

252,027

-

-

252,027Net income for the year

-

-

1,001,648

-

1,001,648Comprehensive income - unrealized loss on foreign
currency translation

-

-

-

192,253

192,253Dividend paid to ex-shareholders of new acquired
subsidiary

-

-

(449,839)

-

(449,839)Balance, December 31, 2008

3,493,512
$
6,108,379
$
3,801,921 (restated)
$
487,478 (restated)
$
10,397,778 (restated)      - - 34 - -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS  For The Year EndedDecember 31,(Restated) 2008

2007Cash flows from
operating activitiesNet
income
$
1,001,648
$
575,674Adjustments to
reconcile net income to net cash used in operating activities:Depreciation

193,948

106,480Allowance
for bad debts

(20,000)

(75,349)Stock
based compensation expense

128,597

61,875Dividend
paid to shareholders of new subsidiary

(449,837)

-Minority
interest

15,843

-Gain
on disposal of property, plant and equipment

42,763

-Loss
on disposal of subsidiary

101,982

-Changes in
operating assets and liabilities:Accounts
receivable

521,719

(787,967)Inventories

(610,826)

213,309Notes
receivable

(44,064)

-Income
tax receivable

80,906

339Advances
to suppliers

187,228

(32,765)Related
parties payable

-Prepaid
and other current assets

(

89
, 
149

)

(66,740)Accounts
payable

(189,464)

800,624Accrued
expenses

595,964

(615,741)Income
tax payable

253,913

36,192Customer
deposits

960,873

36,525Net cash
provided by operating activities

2,682,044

252,456Cash flows from
investing activitiesCash
from acquired subsidiary

411,316

-Loan
to related parties

-

(585,854)Capital
expenditure

(768,411)

(205,448)Acquisition
of investment in subsidiary

(729,421)

-Deposits
paid for investment in subsidiaries

(1,724,802)

-Net cash used
in investing activities

(2,811,318)

(791,302)Cash flows from
financing activitiesProceeds
from issuance of common stock

4,608,036

-Repayment
/ proceeds of line of credit

(1,758,584)

1,141,732Proceeds
/ repayment from long-term debt

937,074

(1,151)Repayment
of shareholders loan

(439,672)

(23,212)Loan
to related parties

(410,364)

16,305Loan
from related parties

233,106

-Net cash flows
provided by financing activities:

3,169,596

1,133,674  - - 35 - -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS- CONTINUED  Effect of
exchange rate changes in cash

(59,671)

77,196Net increase in
cash

2,980,651

672,024Cash- beginning
of year

2,111,825

1,439,801Cash- end of
year
$
5,092,476
$
2,111,825Supplemental
disclosure of non cash investing and financing activities:Stock
based compensation expenses
$
128,597
$Acquisition
cost payable
$
285,714
$Acquisition
of intangible assets by issuance of shares
$
1,101,000
$Interest
paid in cash
$
147,322
$
93,296Income
taxed paid in cash
$
28,509
$
96,768


See
accompanying notes to the consolidated financial statements  - 36 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT
ACCOUNTING POLICIES  This
summary of significant accounting policies of the Company is presented to assist
in understanding the Companys financial statements.  The financial
statements and notes are representations of the Companys management, which is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.  Description
of Business  Worldwide Energy and Manufacturing USA, Inc. (Worldwide or the
Company) is a manufacturing engineering firm and international contract
manufacturer, using factories in China,primarily servicing customers in Europe, South Korea for our solar
modules and United States-based companies that outsource their smaller scale
production orders for offshore production in China. From our inception in 1993
until 2005, we were strictly an intermediary or middle man, working with our
customers and our subcontractors to assure that our customers received high
quality components on a timely basis that fulfilled their specific needs. While
we still subcontract a significant portion of our business, since 2005, we have
begun the transition to becoming a direct contract manufacturer, operating
several of our own factories.  Recently, we announced two additional
factories allowing us to become a direct manufacturer for solar modules and for
power supply units as described below:  In February of 2008, Worldwide established a
solar division that focuses on photovoltaic module technology under the brand
name of AmeriSolar.  On February 25, 2008, the Company changed its name
from Worldwide Manufacturing USA, Inc. to Worldwide Energy and Manufacturing
USA, Inc. in order to reflect its expansion into the solar energy industry. The
Company issued 300,000 restricted shares for the AmeriSolar brand name.Worldwide leased a 129,167 square
foot facility in Ningbo, China. The lease term is from July 18, 2008 to July 17,
2013.This facility houses the production operations and R&D center for the
Companys solar division. This factory has the capability of producing 80MW
which translates into approximately $224 million in revenues at full capacity
based on current prices. By opening this factory we hope to increase gross
margins and net margins in our solar division. Further, it will help us through
the R&D department to continue to improve, develop and enhance our solar
modules. We will continue to explore opportunities as well as expand our solar
sales and distribution in the United States and Latin America. We currently sell
our solar modules in Europe and South Korea. Our research shows that the United
States has an abundance of solar rebate programs for both the commercial and
residential markets at the local, state and federal level. We feel we are well
positioned to sell our modules to large institutions in the U.S.This division generated $30,999,962 in sales
for period ending December 31, 2008.   - 37 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  On
October 14, 2008, Worldwide completed the acquisition of 55% of Shanghai De Hong
Electric and Electronic Company Limited (De Hong) through acquiring 55% of the
outstanding capital stock of De Hong, a China corporation, through Worldwides
wholly owned subsidiary Intech Electro- Mechanical Products Co., Ltd., a Chinese
corporation (Intech). The terms of the Agreement dated February 3, 2008 were
that Intech paid cash consideration of approximately 1 million dollars for 55%
interest in DeHong in two installments with the first installment of $714,286.00
being paid within three months of receiving the business license which occurred
on October 10, 2008 and the second installment of $285,714 being paid no later
than December 15, 2008.  The Company funded the acquisition with the sale
of 1,055,103 shares of its common stock, or $4,747,970. The sale took place on
June 23, 2008.  Shanghai De Hong Electric and Electronic Company is the
holding company for the operating subsidiary Shanghai Intech -Detron Electronic
Co. (Detron). Therefore, Worldwide received 55% control of the operating
subsidiary Shanghai Intech-Detron Electric and Electronic Company Limited
(Detron). Detron is a power supply factory in Shanghai, China with designing
and R & D capabilities. Detrons revenues were about $5.4 million for
the twelve months ended December 31, 2008. Current management of Detron
remained in place.  On May
18, 2005, the Company formed a new company called Changchun Chengde Automobile
Air-Conditioner Co., Limited (Chengde), which is the manufacturer of
automobile air-conditioners. In May 2008, Chengde ceased its business. As of
September 30, 2008, Chengde completed the cessation process and the results of
operations are recorded under the discontinued operations, amounting to $2,385
for the year ended December 31, 2008.   A detailed description of the
cessation is described in footnote 17.  On
November 14, 2005, we established a die-casting and machining factory through
leasing an existing facility from a former supplier, and initially investing
approximately $500,000 to upgrade the equipment and manufacturing buildings. In
these transactions we acquired assets, the expertise of the employees, the
managers of the factories, and a portion of the existing customers of those
factories. In the third quarter of 2005, we also established an electronics
manufacturing factory. As a result, of these two continued factory operations
and the recently announce new factories described above, as of December 31, 2008
we own and operate four factories that we now use for the manufacture of certain
product lines that we historically had to subcontract, and we are using the
services of approximately 40 subcontractors to manufacture those product lines
for which we do not have our own manufacturing capabilities.  Principles
of Consolidation  The
accompanying financial statements include Worldwide Energy and Manufacturing
USA, Inc., a Colorado corporation (formerly Tabatha III, Inc.) and a public
company, its operating subsidiary, Worldwide USA, a California corporation, and
three subsidiary companies owned by Worldwide USA.  Intercompany
transactions have been eliminated in consolidation.  - 38 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Property and equipment  Property and equipment are stated at historical cost and are
depreciated over the useful lives of the assets. Depreciation is computed
primarily using the straight-line method based on estimated useful lives, which
range from 3 to 25 years.  Impairment of Long-lived Assets  Long-lived tangible assets and definite-lived intangible assets
are reviewed for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable. The
Company uses an estimate of undiscounted future net cash flows of the assets
over the remaining useful lives in determining whether the carrying value of the
assets is recoverable. If the carrying values of the assets exceed the expected
future cash flows of the assets, the Company recognizes an impairment loss equal
to the difference between the carrying values of the assets and their estimated
fair values. Impairment of long-lived assets is assessed at the lowest levels
for which there are identifiable cash flows that are independent from other
groups of assets. The evaluation of long-lived assets requires the Company to
use estimates of future cash flows. However, actual cash flows may differ from
the estimated future cash flows used in these impairment tests.  Inventories  Inventories consist of finished goods of manufactured products.
 Cost is stated at the lower of cost or market on a first-in, first-out
(FIFO) basis.  The Company has not recorded an allowance for slow-moving or
obsolete inventory.  Obsolete inventory at December 31, 2008 and December
31, 2007 was minimal.  Advertising Costs  The
Company generally expenses advertising costs as incurred. Advertising expenses
charged to operations were $1,116 and $0 in 2008 and 2007, respectively.   - 39 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)   Revenue
Recognition  The
Company recognizes revenues in accordance with the guidelines of the Securities
and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 104
Revenue Recognition.  The Company recognizes revenue from product sales
when the orders are completed and shipped, provided that collection of the
resulting receivable is reasonably assured.  Amounts billed to customers
are recorded as sales while the shipping costs are included in cost of sales.
Returns on defective custom parts may only be exchanged for replacement parts
within 30 days of the invoice date.  Returns on defective catalogue parts,
which can be resold, may be exchanged for replacement parts or for a refund.
 Revenue from non-refundable customer tooling deposits is recognized when
the materials are shipped or when the deposit is forfeited, whichever is
earlier.  Repairs
and Maintenance  Repairs
and maintenance of a routine nature are charged as incurred to operations, while
those that extend or improve the life of existing assets are capitalized.  Cash
and Cash Equivalents  For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents.  Income
Taxes  The
Company uses the liability approach to financial accounting and reporting for
income taxes.  The differences between the financial statement and tax
bases of assets and liabilities are determined annually.  Deferred income
tax assets and liabilities are computed for those differences that have future
tax consequences using the currently enacted tax laws and rates that apply to
the period in which they are expected to affect taxable income.  Valuation
allowances are established, if necessary, to reduce deferred tax asset accounts
to the amounts that will more likely than not be realized.  Income tax
expense is the current tax payable or refundable for the period, plus or minus
the net change in the deferred tax asset and liability accounts.   - 40 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)   The
September 30, 2003 recapitalization of the Company qualifies as a reverse
acquisition under Section 1.1502-75(d)(3) of the Internal Revenue Code.
 Prior to this date, the stockholders of the Company had elected for it to
be taxed as a Subchapter S corporation.  Subsequent to the
recapitalization, the Company filed a consolidated tax return.  Intangibles  Patent
costs and other identifiable intangibles are capitalized and generally amortized
over useful lives of 10 years. If an intangible asset has an indefinite useful
life it is not amortized. The useful life of an intangible asset is the period
over which the asset is expected to contribute directly or indirectly to the
future cash flows of the Company. If no legal, regulatory, contractual,
competitive, economic or other factors limit the useful life of the asset it
shall be considered to be indefinite.  Research and
Development  The
Company expenses the cost of research and development as incurred.  No
research and development costs were charged to operations during 2008 or 2007.  Non-Cash
Equity Transactions  Shares
of other equity instruments issued for non-cash consideration are recorded at
the fair value of the consideration received, or at the value of the stock
given, considered in reference to contemporaneous cash sale of stock.  Estimates  The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts of assets and liabilities, as
well as footnote disclosures included in the financial statements and
accompanying notes.  Actual results may differ from those estimates and
such differences may be material to the financial statements.  The more
significant estimates include:  useful lives and residual values of fixed
assets, fair market values of inventory, goodwill and intangible impairment
tests, reserves for warranty, returns, and product liability losses, and credits
losses.  Accounting
Method  The
Companys financial statements are prepared using the accrual method of
accounting.   - 41 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)   Foreign
Currency Transactions and Translation  Transaction gains and losses result from a change in exchange
rates between the functional currencies in which a foreign currency transaction
is denominated.  They represent an increase or decrease in (a) the actual
functional current cash flows realized upon settlement of foreign currency
transactions and (b) the expected functional currency cash flows on unsettled
foreign currency transactions.  All transaction gains and losses are
included in other income or expense.  For all years presented, sales to
customers were primarily denominated in U.S. dollars.  Assets
and liabilities of Intech are translated into U.S. dollars at the prevailing
exchange rate in effect at each period end.  Revenue and expenses are
translated into U.S. dollars at the average exchange rate during the reporting
period.  Contributed capital is translated into U.S. dollars at the
historical exchange rate when capital was injected.  Any difference
resulting from using the current rate, historical rate, and average rate in
determination of retained earnings is accounted for as a translation adjustment
and reported as part of comprehensive income or loss in the equity section.
 Exchange differences are recognized in the income statement in the period
in which they occur.  Fair
Value of Financial Instruments  Unless
otherwise indicated, the fair value of all reported assets and liabilities,
which represent financial instruments (none of which are held for trading
purposes), approximate the carrying values of such instruments.  At
December 31, 2008 and 2007, accounts receivable in the amounts of $921,619 and
$1,326,487 respectively, were pledged as collateral in connection with bank
loans.  Compensated
Absences  Employees of the Company are entitled to be compensated for
absences depending on job classification, length of service, and other factors.
 At December 31, 2008 and 2007, the minimal amounts unused by employees could not be estimated,
and accordingly, no provision is recorded.  Concentrations,
Risks, and Uncertainties  In
2008, our six largest customers, Pramac Swiss SA, Enesystem Inc, Provent
Solarpark, Pvline Gmbh and Schueco International KG accounted for 72% of our
consolidated business. In 2007 Joslyn Sunbank, Joslyn Manufacturing, Radio Waves
Corp and Teleflex Electrical, GE Transportation and Pacific Scientific-CA
accounted for approximately 48% of consolidated net sales. The shift in our top
customers was the result of the Companys transition to solar modules where in
2008 the majority of our sales were achieved.   - 42 -      WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Our
five largest suppliers in 2008 were Changzhou Trina Solar Energy, Zhejiang
Shuqimeng Photo Voltaic, Jiangsu Aide Solar Energy Technology Co, Jiangyin
Hareon Power Co., Ltd and Baoding Tianwei Yingli New Energy Resource represented
approximately $23 million of our purchases from external suppliers or
approximately 75% of material purchase by the Company. In year ending 2007 our
two largest material suppliers were Shanghai Huanxinnuo Electro-Mechanical
Products Company (formerly named Shanghai Xinli Trading Company Ltd.) and
Shanghai Machine Tool Co. Ltd., and they accounted for $573,328 or 6.8% and
$724,891 or 8.6% respectively of the total materials purchased by Worldwide.
 The shift in our top suppliers was also the result of the Companys focus
on the solar module industry. Worldwide Manufacturing has no agreements with any
of these suppliers.  The
Companys customers in the aerospace, telecommunications, automotive, and
electronics industries comprised the majority of its sales in 2007.  These
four industries counted for 60% of the Companys sales in 2007.  For the
year ended December 31, 2008, 67.5% of the Companys business was in the
renewable energy industry.  As part
of the production process, the Company may be required by its suppliers to
advance funds under short-term agreements for tooling and other pre-production
costs.  The loans are generally unsecured and may carry interest at the
prevailing market rate for short-term instruments.  Such tooling is in most
cases owned by the suppliers, and is a value primarily for the specific needs of
the Companys customers.  The Company in turn requires its customers to
provide a non-refundable down payment to cover such startup costs.  In the
event that a supplier is unable to fulfill its production agreements with the
Company, management believes that other suppliers can be found for the Companys
products.  However, a change in suppliers would cause a delay in the
production process, and could result in loss of tooling deposits and other
supplier advances, which could negatively affect the Companys operating
results.  At December 31, 2008 and 2007, the balance of advances owed to
the Company is $99,824 and $260,540, respectively.  The
Company sells its goods and services internationally, although the majority of
its revenue is derived from customers in Europe, South Korea and the United
States and Europe.  As such, the Company is susceptible to credit risk on
accounts and notes receivable from customers in that region.   - 43 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)   Stock
Based Compensation  The
Company will account for employee stock option plans under the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and has adopted the disclosure only
provisions of Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation(SFAS 123).  The Company
accounts for equity instruments issued to non-employees in accordance with the
provisions of SFAS No. 123 and Emerging Issues Task Force No. 96-18,
Accountingfor Equity Instruments that are Issued to Other than Employees
for Acquiring, or in Conjunction with Selling Goods and Services.  Earnings
Per Share  The
Company adopted Statement of Financial Accounting Standard No. 128, Earnings
per Share (SFAS No. 128), which is effective for annual periods ending after
December 15, 1997.  Earnings per share (EPS) are computed based on the
weighted average number of shares actually outstanding.  For the Year
Ended
December 31, 2008

December 31, 2007Weighted
average number of common shares used
2,731,995

2,035,495  Recent Accounting Pronouncements  SFAS
No. 141 (revised 2007), Business Combinations
(SFAS 141R)  In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (SFAS 141R). SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill acquired.
SFAS 141R also establishes disclosure requirements to enable the evaluation
of the nature and financial effects of the business combination. This statement
is effective for the Company beginning January 1, 2009. The Company is
currently evaluating the potential impact of the adoption of SFAS 141R on
its consolidated financial position, results of operations or cash flows.  SFAS
No. 160, Noncontrolling Interests in Consolidated Financial
Statementsan amendment of Accounting Research Bulletin No. 51 -   - 44 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent Accounting Pronouncements (Continued)  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statementsan amendment of Accounting Research Bulletin
No. 51 (SFAS 160). SFAS 160 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parents ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated. SFAS 160 also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. This statement is
effective for the Company beginning January 1, 2009. The Company is
currently evaluating the potential impact of the adoption of SFAS 160 on
its consolidated financial position, results of operations or cash flows.  In
March 2008, the FASB issued SFAS No. 161 Disclosures about Derivative
Instruments and Hedging Activities amendment of FASB Statement No. 133 (SFAS
161).  This statement changes the disclosure requirements for derivative
instruments and hedging activities.  Entities are required to provide
enhanced disclosures stating how and why an entity uses derivative instruments;
how derivatives and related hedged items are accounted for under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS 133) and
its related interpretations; and how derivative instruments and related hedge
items affect an entitys financial position, financial performance and cash
flows.  SFAS 161 is effective in fiscal years beginning after November 15,
2008 and is required to be adopted by the Company in the first quarter of fiscal
year 2009.  The Company does not expect the adoption of SFAS 161 will have
a material impact on the Companys disclosures.  In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162,
The Hierarchyof Generally Accepted Accounting Principles(FAS
162). This Standard identifies the sources of accounting principles and the
framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles. FAS 162 directs thehierarchy to the entity, rather than the independent auditors, as the entity
is responsible for selecting accounting principles for financial statements that
are presented in conformity with generally accepted accounting principles. The
Standard is effective 60 days following SEC approval of the Public Company
Accounting Oversight Board amendments to remove the hierarchy of generally
accepted accounting principles from the auditing standards. FAS 162 is not
expected to have an impact on the financial statements.   - 45 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent Accounting Pronouncements (Continued)  In
April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3,
Determination of the Useful Life of Intangible Assets, which amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under FASB
Statement No. 142, Goodwill and Other Intangible Assets.This Staff
Position is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. Early
adoption is prohibited. Application of this FSP is not expected to have a
significant impact on the financial statements or (This FSP is not currently
applicable to the Company).  In June
2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating Securities.
This FSP provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. The Company does not
currently have any share-based awards that would qualify as participating
securities. Therefore, application of this FSP is not expected to have an effect
on the Companys financial reporting.  In May
2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for
Convertible Debt That May Be Settled in Cash upon Conversion (Including Partial
Cash Settlement)(FSP 14-1). FSP 14-1 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008. The FSP
includes guidance that convertible debt instruments that may be settled in cash
upon conversion should be separated between the liability and equity components,
with each component being accounted for in a manner that will reflect the
entitys nonconvertible debt borrowing rate when interest costs are recognized
in subsequent periods. FSP 14-1 is not currently applicable to the Company since
the Company does not have convertible debt.  In
May 2008, the FASB issued SFAS No. 163, Accounting for Financial
Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60
(SFAS 163). This statement clarifies accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60,
Accounting and Reporting by Insurance Enterprises. SFAS 163 is effective for
fiscal years, and interim periods within those years, beginning after
December 15, 2008. Because the Company does not issue financial guarantee
insurance contracts, the Company does not expect the adoption of this standard
to have an effect on our financial position or results of operations.   - 46 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  1. SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)  Recent Accounting Pronouncements (Continued)  In June
2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted
in Share-Based Payment Transactions are Participating Securities. This FSP
provides that unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of earnings
per share pursuant to the two-class method. The Company does not currently have
any share-based awards that would qualify as participating securities.
Therefore, application of this FSP is not expected to have an effect on the
Companys financial reporting.  2. BUSINESS
ACQUISITIONS  SHANGHAI-INTECH DETRON ELECTRONIC COMPANY, LTD.  On
October 14, 2008, Worldwide Energy and Manufacturing USA, Inc. completed the
acquisition of 55% of Shanghai De Hong Electric and Electronic Company Limited
(De Hong) through acquiring 55% of the outstanding capital stock of De Hong, a
Chinese corporation. After the completion of the acquisition, it changed its
name into Shanghai Intech- Detron Electronic Co., Ltd (Detron). The terms of
the Agreement dated February 3, 2008, were that Worldwide USA paid cash
consideration of approximately $1 million dollars for 55% interest in DeHong
with working capital dividend income of $270,579; as a result, the net purchase
consideration of acquiring DeHong was $729,421.  The purchase consideration
will be paid in two installments with the first installment of $714,286 being
paid within three months of receiving the business license which occurred on
October 10, 2008 and the second installment of $285,714 being paid no later than
December 15, 2008. The Company funded the acquisition with some of the proceeds
($4,747,970) of the sale of 1,055,103 shares of its common stock.  Intech
paid the first installment of $714,286 on behalf of Worldwide in September 2008
and the second installment of $285,714 was paid on March 2009.  Shanghai De Hong Electric and Electronic Company is the holding
company for the operating subsidiary Shanghai Intech -Detron Electronic Co.
(Detron). Through this operating subsidiary, Detron is a power supply factory
in Shanghai, China with design and R & D capabilities. Detron revenues were
about $4.1 million for the twelve months ended December 31, 2007 and about $6.17
million for the year ended December 31, 2008.  Current management of Detron
has remained in place, although changes will be made in management of Shanghai
De Hong Electric and Electronic Company where Intech and Shanghai Jingde
Electric and Electronics Company limited will have 55% and 45 % control,
respectively.   - 47 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2008 AND 2007  2. BUSINESS
ACQUISITIONS  (CONTINUED)  The
Company adopted SFAS No. 141, Business Combinations, which requires the use of
the purchase method of accounting for any business combinations initiated after
June 30, 2002. The results of Detron and the estimated fair market values of the
assets and liabilities have been included in our consolidated financial
statements from the date of acquisition of September 30, 2009. The purchase
price for Detron was allocated to the assets acquired and liabilities assumed of
Detron based on fair values.  Cash
$
411,316Accounts Receivable

1,929,314Note receivable

226,877Inventories

774,295Advances to suppliers

21,703Prepaid and other current assets

231,967Property, plant and equipment, net

158,520Other assets

3,494Trade payables

(962,839)Accrued expenses

(422,943)Income taxes payable

(29,717)Related parties payable

(1,015,773)45% Minority Interest

(596,793)55% Net assets acquired
$
729,421  3. CASH AND CASH EQUIVALENTS  Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist of cash and cash equivalents
and pledged deposits. As of December 31, 2008, substantially all of the
Companys cash and cash equivalents were held by major banks located in the PRC
and United States, which management believes are high credit quality financial
institutions.   - 48 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  4. COMMITMENTS AND CONTINGENCIES  The
Company leases its office spaces and certain vehicles under non-cancelable
operating leases.  The Worldwide office lease requires increasing annual
payments plus a share of operating costs.  Minimum future rental payments
under non-cancelable operating leases with remaining terms in excess of one year
as of December 31, 2008, in the aggregate and for each of the five succeeding
fiscal years are as follows:  Year ended
December 31,2009
$
267,8312010

188,6412011

152,3432012

152,3432013

149,953Total minimum
future rental payment
$
911,111  Total
rent and lease expense was $273,803 and $175,783 as of December 30, 2008 and
2007, respectively.  5. ACCOUNTS RECEIVABLE  Accounts receivable by major categories are summarized as
follows:  2008

2007Accounts
Receivable  pledged to banks
$
921,619
$
2,543,951Accounts
Receivable  others

3,914,521

847,9844,836,140

3,391,935Less:
allowances for doubtful accounts

(45,634)

(116,911)Total
$
4,790,506
$
3,275,024  Under
the terms of a revolving line of credit agreement with Bank of the West
indicated in note 7, the revolving line of credit is secured by 70% of accounts
receivable and all business assets of the Company and guaranteed by its
officers.  Concentrations in Accounts Receivable - at December 31, 2008, no
customer accounted for more than 10% of the Companys accounts receivable. At
December 31, 2007, one customer accounted for more than 10% of the Companys
accounts receivable, with total amounts of $672,186, representing 21% of total
accounts receivable in aggregate.  - 49 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2008 AND 2007   6. INVENTORIES  Inventories by major categories are summarized as follows:  2008

2007Raw
materials
$
752,249
$
254,265Work in
progress

1,107,857

-Finished
goods

1,914,021

2,078,8833,774,127

2,333,148Less:
allowances for slowing moving items

19,362

-Total
$
3,754,765
$
2,333,148  7. PROPERTY AND EQUIPMENT Property and equipment, which is located in the USA and PRC,
consisted of the following at December 31, 2008: 2008

2007Vehicles
$
248,112
$
174,663Furniture & fixtures

100,346

4,496Equipment

1,107,151

768,734Software

37,237

35,461Leasehold improvements

57,669

9,1701,550,515

992,524Less: accumulated depreciation

(627,791)

(447,030)Construction in progress

430,815

-Total
$
1,353,539
$
545,494   - 50 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  8. INTANGIBLE ASSET  The intangible asset of $1,101,000 represents the brand name of
AmeriSolar and the Company acquired this brand name by the issuance of 300,000
restricted shares. The value is 1,101,000 or $3.67 per share. The AMERISOLAR
modules are backed by ISO 9001:2000 and ISO 14000 environmental quality
certifications along with our commitment to provide the highest quality
products.  The
brand name is carried at cost and is not being amortized. If an intangible asset
has an indefinite useful life it is not amortized. The useful life of an
intangible asset is the period over which the asset is expected to contribute
directly or indirectly to the future cash flows of the Company. If no legal,
regulatory, contractual, competitive, economic or other factors limit the useful
life of the asset it shall be considered to be indefinite.  In recording of
the brand name is was determined that the expected useful life is indefinite and
cash flows from the brand name are expected to contribute to the Company over an
indefinite period of time.  9. DEPOSITS PAID FOR INVESTMENT  The deposits paid for investment represents Investment in Tomii
International and Investment in Worldwide Energy and Manufacturing Ningbo (Solar
factory) Co., Ltd, amounting to $51,876 and $1,673,100. The $51,876 gave
Worldwide a 21% interest in Tomii International which is developing a pocket
translation device for Chinese and English. The investment of $1,673,100 is for
registered capital and working capital for the Ningbo Solar factory located in
China.  10. BANK
LOAN  As of
December 31, 2008, the Company has the following line of credit:  Banker

Amount of the credit line
Loan period
Interest rate
Secured by

Balance as at December 31,
2008Bank of the
West
$
$1,025,000
5/20/2008
-6/1/2011
Wall Street Journal prime + 0.5%
70% Accounts receivable + 50%
inventory
$
921,619Total
loans





$
921,619Less: long term portion




(921,619)$
-   - 51 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  10. BANK
LOAN  (CONTINUED)  For
maturities of long-term loans are as follows as of December 31, 2008:  June
1, 2011

$
921,619  On May
20, 2008 the Company paid off its line of credit with Well Fargo in the amount
of $960,000 and established a new credit facility with Bank of the West. Under
the terms of the revolving line of credit agreement with Bank of the West dated
May 20, 2008, the Company could borrow up to $3,025,000 at a rate of 5% this
rate is subject to change based on the prime rate for both credit lines. The
revolving line of credit is secured by the assets of the Company and guaranteed
by its officers.  The
Company can borrow up to $2,000,000 and $1,025,000 within two credit lines. The
maturity date of these two credit lines is May 20, 2009 and June 1, 2011
respectively. The balance outstanding as of March 31, 2009 is $1,300,000, and
$700,000 is still available for use on the line of credit. Additionally, the
second line of credit has a balance of $877,869 as of March 31, 2009, with
$147,131 still available for use of equipment and facility purchases.  11. STOCK
TRANSACTION  On January 1, 2008, the Company issued 15,040 shares of its common
stock to outside consultants and 20,000 shares of its common stock to an
employee, valued at $128,597, fair value, which is reflected in stock based
compensation expense. In addition, the Companys stock symbol changed from
WWMU to WEMU in the first quarter of 2008 to better reflect the Companys
change in focus to the renewable clean energy sector.  In February of 2008, Worldwide established a solar division that
focuses on photovoltaic module technology under the brand name of AmeriSolar.
 On February 25, 2008, the Company changed its name from Worldwide
Manufacturing USA, Inc. to Worldwide Energy and Manufacturing USA, Inc. in order
to reflect its expansion into the solar energy industry. The Company issued
300,000 restricted shares for the AmeriSolar brand name. This division generated
$30,999,962 in sales for period ending December 31, 2008.   - 52 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2008 AND 2007  11. STOCK TRANSACTION  (CONTINUED)  On June 23, 2008, the Company received subscriptions for the sale
of an aggregate of $4,747,970.50 or 1,055,103 shares of common stock and the
Company received the net amount of $4,356,009 after the deduction of the
offering expenses of $391,961.50. Concurrently with the issuance of the Shares,
the Company also issued an aggregate of 685,817 Series A Warrants of the Company
(the Series A Warrants) and an aggregate of 369,286 Series B Warrants of the
Company (the Series B Warrants). The Series A Warrants are exercisable for a
period of 24 months from closing at an exercise price of $7.00 per share. The
Series B Warrants are exercisable for a period of 36 months from the closing at
an exercise price of $9.00 per share. The Series A and Series B Warrants provide
the investors with full ratchet anti-dilution protection with relation to the
exercise price of the warrant for a period of 18 months from the closing. The
Series A and Series B Warrants may not be exercised if, after such exercise,
such holder would beneficially own, as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, more than 9.99% of the number of shares of common stock
then issued and outstanding.  On July 24, 2008, the Company received subscriptions for the sale
of an aggregate of $252,027 or 56,006 shares of common stock (the Shares).
Concurrently with the issuance of the Shares, the Company also issued an
aggregate of 36,404 Series A Warrants of the Company (the Series A Warrants)
and an aggregate of 19,602 Series B Warrants of the Company (the Series B
Warrants). The Series A Warrants are exercisable for a period of 24 months from
closing at an exercise price of $7.00 per share.  The Series B Warrants are
exercisable for a period of 36 months from the closing at an exercise price of
$9.00 per share.  The Series A and Series B Warrants provide the investors
with full ratchet anti-dilution protection with relation to the exercise price
of the warrant for a period of 18 months from the closing. The Series A and
Series B Warrants may not be exercised if, after such exercise, such holder
would beneficially own, as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, more than 9.99% of the number of shares of common stock then issued
and outstanding. From these two sales of unregistered securities the Company
received proceeds of $4,608,036.  The total number of common stock outstanding as of December 31,
2008 was 3,493,512.   - 53 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  12. PENSION
PLAN AND STOCK OPTION PLAN  The
Company established a SEP plan for the benefit of all full-time employees.
 Contributions to the plan are limited to a statutory amount per employee.
 No contributions were made for 2005 or 2006.  The Company also
established a stock option plan for its employees on April 1, 2004.  The
Company approved the plan to issue up to 300,000 shares of common stock.
 The stock option plan provides employees, consultants and directors the
opportunity to purchase shares.  The exercise price of an incentive stock
option granted under this plan must be equal to or greater than the fair market
value of the shares of the Companys common stock on the date the option is
granted.  The exercise price of a non-qualified option granted under this
plan must be equal to or greater than 85% of the fair market value of the shares
of the common stock on the date the option is granted.  An incentive stock
option granted to an optionee owning more than 10% of the voting stock must have
an exercise price equal to or greater than 110% of the fair market value of our
common stock on the date the option is granted. On April 1, 2004, the Board
granted options to purchase 109,213 shares at an exercise price of $6.00 per
share.  13. RELATED PARTY TRANSACTIONS  The Company paid
wages in the amount of $306,000 and $210,000 to certain stockholders, who are
also members of the Board of Directors, as of December 31, 2008 and 2007
respectively.  Mr.
Jimmy Wang and Mrs. Mindy Wang, who are principal stockholders, executive
officers and members of the Board of Directors of the Company, have advanced
funds to the Company for working capital purposes.  At December 31, 2008,
the Company owed Jimmy and Mindy Wang $60,024.  The advances are interest
bearing at 8% per annum, with a default interest rate of 10%. All unpaid amounts
on this note are due in full on January 1, 2010.  The Company paid cash in
the amount of $27,284 for interest expense to Mr. and Mrs. Wang for the year
ended December 31, 2008.   - 54 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2008 AND 2007   14. OPERATING
RISK  Interest rate risk  The
interest rates and terms of repayment of bank and other borrowings from
stockholders are disclosed in Note 5 and Note 8. Other financial assets and
liabilities do not have material interest rate risk.  Credit risk  The
Company is exposed to credit risk from its cash in bank and bills and accounts
receivable.  The credit risk on cash in bank is limited because the
counterparties are recognized financial institutions.  Bills and accounts
receivable are subjected to credit evaluations.  An allowance has been made
for estimated irrecoverable amounts which have been determined by reference to
past default experience and the current economic environment.  Foreign currency risk  Most of
the transactions of the Company were settled in Renminbi, U.S. dollars and
Euros.  Therefore, the Company has significant foreign currency risk
exposure.  The
Companys operations are substantially in foreign countries:  Substantially all of the Companys products are manufactured in
China. The Companys operations are subject to various political, economic, and
other risks and uncertainties inherent in China. Among other risks, the
Companys operations are subject to the risks of restrictions on transfer of
funds; export duties, quotas, and embargoes; domestic and international customs
and tariffs; changing taxation policies; foreign exchange restrictions; and
political conditions and governmental regulations.   - 55 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2008 AND 2007   15. INCOME
TAXES  The
Company and its subsidiaries are included in a consolidated United States
federal and state income tax return. The Company computes its provision for
deferred federal income taxes using the liability method in which deferred tax
assets and liabilities are determined based on differences between financial
reporting and tax bases of assets and liabilities for the Company and each of
its subsidiaries, and are measured using the enacted tax rates. Income tax
expense for the years ended December 31, 2008 and 2007 consists of the
following:  2007

Current

Deferred

TotalFederal
$
6,337
$
-
$
6,337State

3,134

-

3,134Foreign

4,893

-

4,893$
14,364
$
-
$
14,364  2008

Current
(Restated)

Deferred

Total
(Restated)Federal
$
161,469
$
-
$
161,469State

55,579

-

55,579Foreign

67,

230

-

67,

230$
284,278
$
-
$
284,278   - 56 -


WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007   16. SEGMENT INFORMATION  The
Companys operations are classified into four principal reportable segments that
provide different products or services.  Worldwide USA purchases and sells
manufactured goods and solar modules from China procured by its subsidiary,
Shanghai Intech Electro-Mechanical Products Co., Ltd. (Intech Electro).
 Intech Electro provides technical advisory, design, delivery, material
procurement, and manufacturing quality control services. Additionally, Intech
Electro produces various types of electrical parts. Intech Precision is the
Companys die cast factory producing parts primarily in the auto industry.
Detron is a power supply factory in Shanghai, China with designing and R & D
capabilities.  Separate management of each segment is required because each
business unit is subject to different marketing, production, and technology
strategies, and because of the geographic location of each entity.  Segmental
Data  2008 Reportable Segments (amounts
in thousands) WWMUSA
Manufacturing

IntechElectro

IntechPrecision

Detron

Discontinued Operations

TotalExternal revenue
39,666

588

3,939

1,721

-

45,914Intersegment revenue
-

6,025

-

-

-

6,025Interest income
18

-

4

-

-

22Interest expense
(93)

(27)

-

-

-

(120)Depreciation
(13)

(26)

(7)

(77)

-

(123)Net income (loss) after tax
438

382

144

35

2

1,001
(1)Expenditures for long-lived assets
1

183

12

102

-

768  (1)$(216) in inter-company
profit was eliminated in consolidation.


- 57 -


WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS
ENDED DECEMBER 31, 2008 AND 2007  16. SEGMENT INFORMATION (CONTINUED)  Segmental
Data  2007 Reportable Segments (amounts
in thousands) WWMUSA

IntechElectro

IntechPrecision

Discontinued Operations

TotalExternal revenue
8,723

298

2,845

267

12,133Intersegment revenue
-

5,671

-

-

5,671Interest income
7

2

4

-

13Interest expense
(79)

-

-

-

(79)Depreciation
(88)

(15)

(3)

(4)

(106)Net income (loss) after tax
(81)

409

248

-

576
(1)Expenditures for long-lived assets
23

23

128

-

174  (1)$5,010 in inter-company profit was
eliminated in consolidation.


- 58 -


WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2008 AND 2007   17. DISCONTINUED
OPERATION  Changchun Chengde Automobile Air-Conditioner Co., Limited, the
Companys wholly owned air-condition factory that makes units for small trucks,
ceased its business in May 2008.  The results of operations are recorded
under the discontinued operations amounting $782 and $2,385 for the years ended
December 31, 2008 and 2007 respectively. The discontinued operations incurred a
loss on the disposal of $101,982.  18. SUBSEQUENT
EVENT  On
November 10, 2008 the Company announced the establishment of a new solar module
production and R&D facility. Worldwide Energy and Manufacturing has leased a
129K square-foot facility in Ningbo, China. This facility will house the
Companys research center and part of its photovoltaic (PV) manufacturing
operations.  The
city of Ningbo is about a two-hour and 15 minute drive from downtown Shanghai.
The capacity of the factory is 60 to 80 megawatts per year. Based on current
market prices for solar modules 60 to 80 megawatts equates to approximately
US$225 million to $300 million in potential revenues per year.  In
February of 2009 the Company filed an application to list its securities on the
NASDAQ Capital Market. The Company has been responding to comments by NASDAQ and
feels it meets all requirements for listing at this time with the exception of
not having a bid price of $4.00 on its common shares.  19. RESTATEMENT  On
August 10, 2009, the management of Worldwide Energy and Manufacturing USA, Inc.
concluded that its financial statements for the year ended December 31, 2008,
which are included in its Form 10-K for the year ended December 31, 2008, did
not properly account for certain items as of December 31, 2008 and for the year
then ended in accordance with United States generally accepted accounting
principles, and, as a result, the financial statements have been restated to
correct the errors. In particular, the following items were not properly
accounted for:


- 59 -


As Previously
Reported
Retroactive
Adjustment
As RestatedAt December 31, 2008-  Prepaid and other
current assets

$
     451,770
$
     206,770
$
    (245,000)-  Total current
assets

$ 14,905,211
$ 14,660,221
$
    (245,000)-  Intangible
assets

$
  1,101,000
$
  1,386,714
$
     285,714-  Total
assets

$ 19,092,295
$ 19,133,009
$
       40,714-  Acquisition cost
payable

$
               --
$
     285,714
$
     285,714- Taxes payable

$
                0
$
     217,048
$
   217,048-  Total current
liabilities

$
  6,622,731
$
  7,125,493
$
     502,762-  Total
liabilities

$
  7,619,830
$
  8,122,592
$
     502,762-  Retained
earnings

$
  4,259,533
$
  3,801,921
$
    (457,612)-  Accumulated other
comprehensive income

$
     491,914
$
     487,478
$
        (4,436)-  Total
stockholders equity

$ 10,859,826
$ 10,397,778
$
    (435,048)-  Total liabilities
and stockholders equity

$ 19,092,295
$ 19,133,009
$
       40,714Fiscal Year 2008- Loss on
Disposal

$
                0
($    101,982)
($
  101,981)- Gain on
Disposal

$
      138,582
$
               0
($
   138,582)-  Total other
expenses

$    (237,750)
$    (478,314)
$
   (240,564)-  Income from
continuing operations before income taxes

$
  1,540,038
$
 1,299,474
$
   (240,564)-  Income from
continuing operations before minorityInterest

$
  1,472,718
$
 1,015,106
$
   (457,612)-  Income from
continuing operations

$
  1,456,875
$
    999,263
$
   (457,612)-  Net income

$
  1,459,260
$
 1,001,648
$
  (457,612)-  Foreign currency
translation

$
     196,689
$
    192,253
$
      (4,436)-  Comprehensive
income

$
  1,655,949
$
 1,193,901
$
  (462,048)-  Earnings Per
Share

$
           0.53
$
          0.37
$
        (0.16)  The reclassification
adjustments described above do not affect the previously reported balance sheet
or results of operations for the fiscal year ended December 31, 2007.


- 60 -


Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure  On or
about January 1, 2006, Child, Sullivan & Company, the principal accountant
for WORLDWIDE ENERGY AND MANUFACTURING USA, INC. (the Company) changed its
accounting practice from a corporation to a professional limited liability
company named Child, Van Wagoner & Bradshaw, PLLC.  As this is viewed
as a separate legal entity, the Company terminated its accounting arrangement
with Child, Sullivan & Company as principal accountant and engaged Child,
Van Wagoner & Bradshaw, PLLC, as the Companys principal accountants for the
Companys fiscal year ending December 31, 2005 and the interim periods for 2005
and 2006.  The decision to change principal accountants was approved by the
Audit Committee of the Companys Board of Directors and subsequently approved by
the Board of Directors.  None of
the reports of Child, Sullivan & Company, on the Companys financial
statements for either of the past two years or subsequent interim period
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles.  There
were no disagreements between the Company and Child, Sullivan & Company, on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Child, Sullivan & Company, would have caused them to make
reference to the subject matter of the disagreement in connection with its
report. Further, Child, Sullivan & Company has not advised the Registrant
that:  1) information has come to the attention of Child, Sullivan &
Company which made it unwilling to rely upon managements representations, or
made it unwilling to be associated with the financial statements prepared by
management; or  2) the scope of the audit should be expanded significantly, or
information has come to the attention of Child, Sullivan & Company that they
have concluded will, or if further investigated might, materially impact the
fairness or reliability of a previously issued audit report or the
  underlying financial statements, or the financial statements issued
or to be issued covering the fiscal year ending December 31, 2005.  On or
about January 1, 2006 the Registrant engaged Child, Van Wagoner & Bradshaw,
PLLC as its principal accountant to audit the Registrants financial statements
as successor to Child, Sullivan & Company.  During the Registrants two
most recent fiscal years or subsequent interim period, the Registrant has not
consulted with the entity of Child, Van Wagoner & Bradshaw, PLLC regarding
the application of accounting principles to a specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrants financial statements, nor did the entity of Child, Van Wagoner
& Bradshaw, PLLC provide advice to the Registrant, either written or oral,
that was an important factor considered by the Registrant in reaching a decision
as to the accounting, auditing or financial reporting.


- 61 -


Item
9A. Controls and Procedures  We are
required to maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (also our principal
executive officer) and our chief financial officer (also our principal financial
and accounting officer) to allow for timely decisions regarding required
disclosure.  Under
the PCAOB standards, a significant deficiency is a control deficiency, or
combination of control deficiencies, that, in Windes managements

judgment, would adversely affect the ability to initiate, authorize, record,
process, or report external financial data reliably in accordance with generally
accepted accounting principles such that there is more than a remote likelihood
that a misstatement of the annual or interim financial statements that is more
than inconsequential will not be prevented or detected. A material weakness is a
significant deficiency, or combination of significant deficiencies, that, in our
judgment, results in more than a remote likelihood that a material misstatement
of the annual or interim financial statements will not be prevented or
detected.  The
material weaknesses identified were as follows:  RESTATEMENT ISSUES: The restatement of the December 31, 2008
financials was the result of the disposal of our subsidiary, Chengde, in
regards to reclassifications where prepaid and other assets were reduced since
this asset should have been classified as an intangible asset. Further, accounts
payable increased to reflect the purchase of this asset. In turn, retained
earnings and the corresponding income statements items, loss on disposal,
expenses and income accounts were all effected as a result of this change,


and therefore being adjusted resulting in the
decline of net income of $1,001,648 rather than previously reported net income
of $1,459,260. The net effect was a net loss of $457,612 for the period ending
December 31, 2008.  Our management has
discussed these material weaknesses with our board of directors and has engaged
in the following remediation efforts to ensure that the significant deficiencies
do not reoccur: we are adding additional accounting staff with greater expertise
to assist the company in preparation of its financial statement in China.  These remediation
efforts are designed to address the material weaknesses identified and to
improve and strengthen our overall control environment. We believe these actions
will prevent the significant deficiencies from reoccurring. Our management,
including our principal executive officer and principal financial officer, does
not expect that disclosure controls or internal controls over financial
reporting will prevent all errors, even as the aforementioned remediation
measures are implemented and further improved to address all deficiencies. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance


- 62 -


that any design will
succeed in achieving its stated goals under all potential future conditions.  The
implementation of our remediation plan will require substantial expenditures,
could take a significant period of time to complete, and could distract our
officers and employees from the operation of our business. However, our
management believes that these remediation efforts will be complete by the end
of the 2009 fiscal year.  Our
management has evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of the date of this report, under the
supervision and with the participation of our president (also our principal
executive officer) and chief financial officer (also our principal financial and
accounting officer), in order to conclude if our disclosure controls and
procedures are effective. Based on the information set forth above, our
management has determined that, as of the date of this report, we do not have
effective disclosure controls and procedures.  Managements Annual Report on Internal Control Over Financial
Reporting Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with
generally accepted accounting principles. Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework established by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) as set forth in
Internal Control - Integrated Framework. Based on our evaluation under the
framework in Internal Control - Integrated Framework, and including the matters
noted above concerning the restatement, our management concluded that our
internal control over financial reporting was not effective as of December 31,
2008. This annual report does not include an audit or attestation
report of our registered public accounting firm regarding our internal control
over financial reporting. Our managements report was not subject to audit or attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only managements report in this annual report.   Item
9B.  Other Information None


- 63 -


PART
III   Item
10.  Directors, Executive Officers and Corporate Governance.  The
following are the directors and executive officers of Worldwide.  Name
Age
PositionJimmy
Wang
53
CEO and
ChairmanMindy
Wang
51
Secretary,
Treasurer, and a DirectorJohn
Ballard
51
Chief Financial
Officer and a DirectorJeff
Watson
46
President The directors named
above serve for one-year terms until their successors are elected or they are
re-elected at the annual stockholders meeting. Officers hold their positions at
the pleasure of the board of directors. There is no arrangement or understanding
between any of the directors or officers of the Company and any other person
pursuant to which any director or officer was or is to be selected as a director
or officer, and there is no arrangement, plan or understanding as to whether
non-management stockholders will exercise their voting rights to continue to
elect the current directors to the Companys board. There are also no
arrangements, agreements or understandings between non-management stockholders
and management under which non-management stockholders may directly or
indirectly participate in or influence the management of the Companys
affairs.  Biographical
Information  Jimmy Wang, Chief
Executive Officer  Jimmy
Wang has over twelve years experience in a wide range of component
manufacturing. From 1996 to the present, Mr. Wang has been President, CEO and
director of WORLDWIDE ENERGY AND MANUFACTURING USA, INC. (California). He became
President, CEO and Chairman of the Colorado holding company of the same name on
September 30, 2003. From 1990 to 1995, Mr. Wang was the Sales Manager for MP
World Manufacturing, Inc. From September 1993 to May 1996 Mr. Wang and Mindy
Wang operated a sole proprietorship under the name Worldwide Manufacturing USA.
In 1996, Mr. Wang incorporated WORLDWIDE ENERGY AND MANUFACTURING USA, INC. In
1990, Mr. Wang earned a Masters Degree in Applied Economics from the University
of Minnesota, and in 1982 received a Bachelors of Science Degree in Economics
from the Shanghai Institute of Foreign Trade. Mr. Wang is the husband of Mindy
Wang.


- 64 -


Mindy Wang, Vice President, Secretary and Treasurer  Mindy
Wang has over twelve years of accounting and financial management experience
with Technology Power and Worldwide Manufacturing. From 1996 to the present, Ms.
Wang has been controller and Director of WORLDWIDE ENERGY AND MANUFACTURING USA,
INC. In September 1996, Ms. Wang founded, with her husband, WORLDWIDE ENERGY AND
MANUFACTURING USA, INC. She became Controller and Director of the Colorado
holding company of the same name on September 30, 2003. From 1991 to 1993 she
was an accountant with Technology Power. The business of Technology Power was
assembling personal computers for retail and business customers. From September
1993 to May 1996 Mr. Wang and Mindy Wang operated a sole proprietorship under
the name Worldwide Manufacturing USA. Ms. Wang earned the equivalent of a
Bachelors Degree in International Business from the University of California at
the Los Angeles Institute of Economics and Management in Beijing and attended
the Masters program of the Business Education of the University of Minnesota.
Ms. Wang is the wife of Jimmy Wang.  John
Ballard, Chief Financial Officer  John
Ballard became Chief Financial Officer of Worldwide and its California operating
subsidiary in September 30, 2003. John Ballard has more than fifteen years of
business management, project management, and accounting experience. From January
2002 to the present, Mr. Ballard has been a financial consultant and director of
Reveal Systems, Inc., a software development company and internet provider based
in Longmont, Colorado. Mr. Ballard recently helped to complete the acquisition
of Reveal Systems by Stewart Title in January of 2007. Mr. Ballard was the Chief
Financial Officer of Call Solutions Inc., a publicly traded company, from
October 1999 to November 2002. Call Solutions was in the business of opening
call centers. From 1997-1999, Mr. Ballard owned and operated various food
operations, Cookies N Kreme and Lincoln Street Cafe in the Denver Metropolitan
Area. In 1993, Mr. Ballard retired and he traveled until 1997. From 1988 to
1993, Mr. Ballard was Chief Financial Officer for Apple Sundries, Inc., a Denver
retail chain. Since 1999, Mr. Ballard has been a major stockholder, owning 10%
or more, and a consultant in five blank check companies, Tabatha I, Inc.,
Tabatha II, Inc., Tabatha III, Inc. (Worldwides predecessor), Tabatha IV, Inc.,
and Tabatha V, Inc. Mr. Ballard holds a Bachelor of Science Degree in Management
and Marketing from the University of Colorado where he graduated Magna Cum
Laude. Mr. Ballard also holds a Masters of Business in Administration from Regis
University.  Jeff Watson,
President  Mr.
Watson was elected as President on January 14, 2008.  He has over 23 years
of manufacturing experience supporting a variety of industries and
markets.  He started his career as an engineer in the power transmission
industry with Fasco Gearmotors, a vertically integrated design and manufacturing
company producing gear-motors, linear actuators and the supporting electronic
controls.  He held several engineering and managerial positions until
leading the organization as General Manager from 1999 to 2001.  In 2001,
Mr. Watson joined Joslyn Sunbank and led the company as President until
2008.  Joslyn Sunbank, a division of the Danaher Corporation, is as


- 65 -


leader
in the design and manufacture of high reliability electrical components and
sub-systems serving Aerospace and Defense markets globally.  Mr. Watson has
grown the businesses that he has led through operational excellence and the
successful application of Lean Manufacturing principles.  He earned a
Bachelor of Science Degree in Mechanical Engineering from the University of
Missouri.  Meetings and Committees of the Board of Directors  The
Board of Directors of the Company held one formal meeting during the fiscal year
ended December 31, 2008. All incumbent directors attended 100% of the Board
meetings held during their respective tenures, either in person, or
telephonically. The Board of Directors did not have nominating or compensation
committees, or committees performing similar functions in 2008. In
February of 2009 the Company established an audit committee, a governance
Committee and compensation committee.  Code
of Ethics  On
August 27, 2004, the Company adopted a Code of Ethics.  Audit Committee Financial Expert  Worldwide did not have an audit committee in 2008. The entire
board of directors functions as the audit committee. Worldwide has established
an audit committee effective in February of 2009 along with a financial expert
on its audit committee. These new members are outside the Company and are
independent. There are three members on our audit committee.   Item
11.  Executive Compensation Worldwide USA pays annual salaries of $185,000 to Jimmy Wang, CEO;
Jeff Watson, President, receives $100,000; Mindy Wang, Vice President, Secretary
and Treasurer receives $85,000, and John Ballard, Chief Financial Officer,
receives a salary of $36,000. Board members received no compensation in 2008.  There
are no retirement plans in place.


- 66 -


Summary Compensation Table   Name
Principal Position
Year
SalaryJimmy Wang
CEO
2006
$206,000Jimmy Wang
CEO
2007
$139,167Jimmy Wang
CEO
2008
$185,000Mindy Wang
Sec./Treas./ Vice President
2006
$50,000Mindy Wang
Sec./Treas./ Vice President
2007
$70,833Mindy Wang
Sec./Treas./ Vice President
2008
$85,000John Ballard
Chief Financial Officer
2006
$24,000John Ballard
Chief Financial Officer
2007
$24,000John Ballard
Chief Financial Officer
2008
$36,000Jeff Watson
President
2008
$100,000  There are
non-competition agreements with Jimmy Wang CEO, Mindy Wang, Vice President and
John Ballard, CFO. There are one-year employment agreements with all upper
management positions.  The employment contracts all expire on May 25, 2008.
They can be terminated or renewed at the will of both employee and
Worldwide.   Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.  The following table
sets forth information relating to the beneficial ownership of Company common
stock as of December 31, 2008 by (i) each person known by Worldwide to be the
beneficial owner of more than 5% of the outstanding shares of common stock and
(ii) each of Worldwides directors and executive officers. Unless otherwise
noted below, Worldwide believes that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them. For purposes hereof, a person is deemed to be the
beneficial owner of securities that can be acquired by such person within 60
days from the date hereof upon the exercise of warrants or options or the
conversion of convertible securities. Each beneficial owners percentage
ownership is determined by assuming that any warrants, options or convertible
securities that are held by such person (but not those held by any other person)
and which are exercisable within 60 days from the date hereof, have been
exercised.


- 67 -


Title of
Class
Name and
Address of Beneficial Owner
Number of Shares Held
Percent of ClassCommon
Stock
Jimmy Wang
(1) (2)
Worldwide
Energy and Manufacturing USA, Inc.
408 N. Canal
Street
South San
Francisco, CA 94080
1,620,954 (3)
46.4%Common
Stock
Mindy Wang(1) (2)
Worldwide
Energy and Manufacturing USA, Inc.
408 N. Canal
Street
South San
Francisco, CA 94080
1,620,954 (3)
46.4%Common
Stock
John Ballard
 (1) (2)
Worldwide
Energy and Manufacturing USA, Inc.
408 N. Canal
Street
South San
Francisco, CA 94080
69,396
2.0%Common
Stock
Jeff
Watson(2)
Worldwide
Energy and Manufacturing USA, Inc.
408 N. Canal
Street
South San
Francisco, CA 94080
---------All officers
and directors as a group (4 in number)
1,690,350
48.3%  (1) The person listed
is a director of the Company. (2) The person listed
is an officer of the Company. (3) Jimmy and Mindy
Wang are husband and wife. Each holds directly 810,476 shares, but is deemed to
beneficially own the shares owned by the other.   Item
13. Certain Relationships and Related Transactions, and Director
Independence. Mr.
Jimmy Wang and Mrs. Mindy Wang, who are principal stockholders, executive
officers and members of the Board of Directors of the Company, have advanced
funds to the Company for working capital purposes.  At December 31, 2008,
the Company owed Jimmy and Mindy Wang $60,024.  The advances are interest
bearing at 8% per annum, with a default interest rate of 10%. All unpaid amounts
on this note are due in full on January 1, 2010.  The Company paid cash in
the amount of $27,284 for interest expense to Mr. and Mrs. Wang for the year
ended December 31, 2008.


- 68 -


Item
14.  Principal Accounting Fees and Services. Audit-Related
Fees  The aggregate fees
billed by Child, Sullivan & Company for the audit of the Companys annual
financial statements were $85,000 with $5,000 being paid for the review of the
Companys statements included in its quarterly reports on Form 10-Q during year
ending December 31, 2008. The total fees paid in 2008 were $90,000.  Tax Fees  The aggregate fees
billed by Child, Van Wagoner & Bradshaw, PLLC for tax compliance, tax advice
and tax planning were $6,775 for fiscal year ended 2008 and $5,000 for the
fiscal year ended 2007.  All Other
Fees  Child, Van Wagoner
& Bradshaw, PLLC did not bill the Company for any products and services
other than the foregoing during the fiscal years ended 2008 and 2007.  Audit Committees pre-approval policies and procedures.  We
do not have an audit committee. The Board of Directors approved our engagement
of Child, Van Wagoner & Bradshaw, PLLC. No services described in Item 9(e)
(2) through 9(e)(4) of Schedule 14A were performed by our auditors.


- 69 -


Item
15. Exhibits, Financial Statement Schedules. (a) The
Exhibits listed below are filed as part of this Annual Report.  3.1 Articles
of Incorporation (incorporated by reference from Registration Statement on Form
10-SB filed with the Securities and Exchange Commission on October 11,
2000).  3.2 Bylaws
(incorporated by reference from Registration Statement on Form 10-SB filed with
the Securities and Exchange Commission on October 11, 2000).  3.3 Amendment
to the Articles of Incorporation to change the name of the Company from Tabatha
III, Inc. to Worldwide Manufacturing USA, Inc., filed with the Colorado
Secretary of State on November 4, 2003((incorporated by reference from Form 10-K
filed with the Securities and Exchange Commission on April 14, 2009).  3.4 Amendment
to the Articles of Incorporation to change the name of the Company from
Worldwide Manufacturing USA, Inc. to Worldwide Energy and Manufacturing USA,
Inc., filed with the Colorado Secretary of State on February 4,
2008((incorporated by reference from Form 10-K filed with the Securities and
Exchange Commission on April 14, 2009).  4.1 Specimen
Common Stock Certificate (incorporated by reference from Registration Statement
on Form 10-SB filed with the Securities and Exchange Commission on October 11,
2000).  4.2 Specimen
Class A Convertible Preferred Stock Certificate (incorporated by reference from
Registration Statement on Form 10-SB/A filed with the Securities and Exchange
Commission on October 11, 2000).  10.1 Common
Stock Purchase Warrant (incorporated by reference from Form 10-KSB filed with
the Securities and Exchange Commission on September 27, 2001).  10.2 Employment
Agreement with Jimmy Wang (incorporated by reference from Form 10-K filed with
the Securities and Exchange Commission on April 14, 2009).  10.3 Employment
Agreement with Mindy Wang (incorporated by reference from Form 10-K filed with
the Securities and Exchange Commission on April 14, 2009).  10.4 Employment
Agreement with John Ballard (incorporated by reference from Form 10-K filed
  with the Securities and Exchange Commission on April 14, 2009).  10.5 Employment
Agreement with Jeff Watson (incorporated by reference from Form 10-K filed
  with the Securities and Exchange Commission on April 14, 2009).


- 70 -


14.1 Code
of Ethics (incorporated by reference from Form 10-KSB filed with the Securities
and Exchange Commission on March 31, 2005).    31.1 Certification
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934, as amended. *  31.2 Certification
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934, as amended. *  32.1 Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *  32.2 Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *  *
filed herewith


- 71 -


SIGNATURES  Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned; thereunto duly authorized.   WORLDWIDE ENERGY
AND MANUFACTURING USA, INC.  By: /S/ JIMMY
WANG Jimmy Wang, CEO, and
Director  Date: August

31
, 2009  Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.   By: /S/ JIMMY
WANG Jimmy Wang, CEO, and
Director  Date: August

31
, 2009  By: /S/ JEFF
WATSON Jeff Watson,
President  Date: August

31
, 2009


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