**FORM 10-KSB**

[X]        
	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2003

[  ]        
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from to

|Colorado                                                       | 0-31761                  | 84-536519                           
|-------------------------------------------------------------- | ------------------------ | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification
No.)

1142 Cherry Street, San Bruno, California
94066(Address of principal executive offices)
(Zip Code)



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.

YESX    NO____

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will 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. [ X ]

State issuer's revenues for its most recent fiscal year: $5,999,630

The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 25, 2004 was
not determinable since the Common Stock had never traded as of that date.

The number of shares outstanding of the issuer's classes of Common Stock as of March 25, 2004:

Common Stock, no par value - 30,000,000 Shares

Transitional Small Business Disclosure Format  YES    NOX

DOCUMENTS INCORPORATED BY REFERENCE: NONE

---

**PART I**

**Item 1.        DESCRIPTION OF BUSINESS**

When used in this Form 10-KSB, 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.

**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 is no current market for our securities and it is
possible that no market will develop.**

There is no current public market for our securities, and no assurance that such a public market will develop in the
future. Even in the event that such a public market does develop, there is no assurance that it will be maintained or
that it will be sufficiently active or liquid to allow shareholders 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 reduces 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.**

Historically, our four largest customers, Joslyn Sunbank,  Joslyn Manufacturing, Radio Waves Corp and Teleflex
Electrical, accounted for approximately 51% of consolidated net sales in the year ending 2003 compared to
approximately 40% in the year ending 2002. Our two largest contract manufacturers, Shanghai Xinli Trading Co.,
Ltd., and Ningbo Hengda Metal Products Co., Ltd., accounted for 12% of manufacturing production in the year
ending 2003 and 54% in year ending 2002, respectively. 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 the 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. Substantially all of the customers' products manufactured by factories we
employ in China are sold to customers based in United States. Tax authorities in jurisdictions in 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 owned by the supplier, and is designed for the
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 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.

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. Changes
in the exchange rate between the Renmimbi and the U.S. dollar will affect our costs of sales and operating
margins. Presently, China's currency is not freely convertible and thus fluctuations in the value of this currency
have not had a significant impact on operations. Some interests in the United States and other nations believe that
a revaluation of the Renmimbi is overdue, and any revaluation would increase our manufacturing costs relative to
the rest of the world and reduce our sales.

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 3, 2003. 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 10SB.

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 registration under the Securities Exchange Act of 1934, and 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 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 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 laid
to any person in connection with the transaction.

All operating activities are carried out through Worldwide USA as our wholly-owned subsidiary, and Worldwide
USA's wholly-owned subsidiary, Shanghai Intech Electro-Mechanical Products Co., Ltd. ("Intech"). Intech was
incorporated as a United States subsidiary doing business in China, registered in the city of Shanghai, China in
1997. Worldwide is an engineering firm specializing in manufacturing, and Worldwide contracts with factories in
China to produce its varied goods. Intech employs (30) thirty engineers in Shanghai. As an engineering firm,
Intech provides technical advisory, design, delivery material procurement and manufacturing quality control
services to companies in the United States seeking to manufacture or purchase components from the manufacture
or purchase components from manufacturers in China. Worldwide does not have operations throughout the world,
but only in the state of California and the Peoples Republic of China.

**General**

Incorporated in California in 1996, Worldwide Manufacturing USA, Inc. is an engineering firm specializing in
manufacturing and contract manufacturing. Its products are manufactured in factories in China. A contract
manufacturer locates factories capable of producing customer parts according to desired specifications and quality
standards imposed by the customer. The contract manufacturer hires subcontractors (factories) that provide the
plant, equipment, manufacturing working capital and factory labor. Worldwide provides sales, management,
production control and technical support. Worldwide's goal is to timely deliver high quality components at
manufacturing costs that are at least fifty percent (50%) less than what Worldwide's customers would pay for
similar parts in the United States. As a contract manufacturer, Worldwide does not manufacture customer parts,
but subcontracts to factories that produces these parts. Worldwide's role is to ensure that the parts meet
specifications and quality standards imposed by our customers. Worldwide does not have operations throughout the
world, but only in the state of California and the Peoples Republic of China. Worldwide's website address iswww.wwmusa.com.

Worldwide provides its services to several companies in the United States, primarily in the aerospace, automotive,
and electronics industries. Although Worldwide initially focused on manufacturing components for the high tech
industry, Worldwide's CEO, Jimmy Wang, realizes that through Worldwide's business model, the company has the
ability to arrange for the manufacture of products, parts, and components for a broad number of industries.
Worldwide currently arranges for the manufacture of components and products for a wide variety of customers.

Worldwide sells to its customers under purchase orders which it receives from time to time. We do not have long
term contracts with any 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.

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 control team. The team's responsibility is to institute quality control procedures that
ensure the quality of products from start to finish.

Through Worldwide's wholly-owned subsidiary in Shanghai, Intech Electro-Mechanical Products Co., Ltd.
(hereinafter, "Intech"), Worldwide employs thirty (30) staff engineers. As an engineering firm, 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. The quality
control procedures used by Intech and Worldwide are described below from start to finish:

After receiving a request for parts from a customer, one of Intech's material engineers will first study the material
and then contact the customer's engineer to get an idea of the application of that part in order to decide if the
material can be purchased from a Chinese material supplier opposed to United States suppliers, which are more
expensive. If permission is given, that engineer will provide the customer's engineer with all the chemical and
physical data of the Chinese material, which is closest in features to that of the material called for by the drawing
for approval. After the material issue is resolved, one of our electronics or mechanical or fiber optic engineers will
study the drawing and contact the customer's engineers to get an idea of the application for that part in order to
propose some kind of engineering changes for the purpose of low cost production. Our price proposal will not be
made until all the technical questions are answered. In many cases, our first proposal includes two alternative
prices and deliveries from which a customer may choose. These price schedules include an "A," and "B," with a
"C" pricing as a variation of the "A" and "B" price schedule. Price A is 100% based on the request for proposal
with no modifications. Usually the price is higher and delivery time is longer. American materials costs, plus
internal shipping costs are usually much higher than the cost of Chinese material and also takes a longer time for
the Chinese factory to receive it. Generally, price A does not offer enough incentives for a customer to produce
these parts using offshore manufacturing.

Price B is based on the proposal with our suggested engineering and material changes. Price B is lower in price
and the lead time is shorter. Price B is the price using materials from suppliers in China which are cheaper than
United States' suppliers for the same material, as well as Worldwide's engineers in the design process. Price C is
the final price and it is a compromise by the customer regarding its quality of materials used, whether the supplier
is located (China or United States) and the engineering design, whether it is designed by our engineers where the
cost is less, or by an outside engineering firm.

In most cases, the customer accepts our partial suggestions for engineering and material changes; therefore, we re-quote with a "C" price and delivery proposal which falls between the "A" and "B" price structures.

If we are successful with obtaining that order, our engineer writes the production and inspection procedures with
all the considerations based on the information from the initial contacts with the customer's engineers. Shanghai
Intech Electro-Mechanical Products Co., Ltd., the subsidiary of Worldwide Manufacturing, will compel the
manufacturer to follow the procedures through a three-stage on-site inspection process and two incentive programs,
both of which are described below. The purposes of the following inspection procedures are to ensure that the
customer receives quality parts. There is no extra charge to the customer for having these quality control
procedures. Worldwide institutes these procedures on behalf of our customers and in order to better compete with
other contract manufacturers. By providing high quality parts, it allows Worldwide to attract and retain contract
manufacturing orders from our customers. As a contract manufacturer, Worldwide does not manufacture customer
parts, but subcontracts to factories that produce these parts. Worldwide's role is to ensure that the parts meet
specifications and quality standards imposed by our customer.

Our customer agrees to pay a certain price per unit manufactured and delivered in accordance with the purchase
order. Worldwide's per-unit price from the subcontractor is lower, and the difference represents our gross margin.
Since we do not separately charge the customer for our engineering advice, we only are paid in connection with
orders placed by the customer.

**Material Audit (Inspection One)**

Inspection one usually occurs during the first week after an order is issued to a factory. Intech's material engineer
goes to that factory and conducts an on-site inspection. Other than a visual inspection, he/she will check both
chemical and physical data on the material certificate. If that material comes from a reliable supplier, such as
Dupont, GE, Corning, etc., he/she just takes the certificate and accepts it as if it were our certificate. Otherwise,
our material engineer will re-inspect the material to make sure the chemical, physical and tensile strength data are
in conformity with the specifications. Only with the signature of our material engineer, may the material be
released to the production line for manufacturing.

**In-Process Inspection (Inspection Two)**

The second inspection happens usually during the second or third week after an order is issued to a factory.
Without notifying the factory, our process engineer walks directly into the production line to make sure the factory
is following our procedures. He/she measures and inspects the parts to ensure that the procedures and quality
instructions are being followed. If any problem is found, our engineer has the power to stop the production and
assist the factory in solving the procedural or quality issue to a complete resolution. Only with the signature of our
onsite process engineer may the factory operator continue with the production.

In-process inspection also serves the purpose of delivery control. If a process engineer finds a serious problem,
which may delay the completion of an order on time, he/she will immediately notify Worldwide's California office
for emergency actions. After contacting the customer, the California office usually gives one of the following
instructions to our Shanghai office:

> -        the customer accepts the postponed date from the factory;
> 
> -         the customer allows a few dates in the production cycle to be delayed, but does not accept our proposed delivery
> date. In this case, our Shanghai office either requests the factory to work overtime to finish the order on time, or
> switches from ocean shipping to air shipping or from air shipping to UPS express at our cost.
> 
> -        the customer does not approve a delay. In this case, we will require the factory to run production at full capacity
> regardless of the cost and change the shipping method from ocean to air or from air to UPS to meet the schedule. If
> all the efforts are exhausted and we still cannot finish that order, we will ship a partial order on time and make up
> the difference in the shortest time frame possible.

**Final Inspection (Inspection Three)**

When the Shanghai office is informed by a factory that production and inspections are completed, our inspection
engineer goes to that factory with quality inspection tools. If a factory does not have the required equipment for an
inspection, our inspector will open the boxes in the factory to take a random sample and return to Shanghai with
selected samples to our own facility for inspection. The following is a typical inspection method for lots from 3,000
to 10,000 pieces.

We take 200 samples from evenly scattered boxes, and if the inspector finds one piece defective, he will sample
another 200 pieces. The lot will be rejected if a defective piece is found in the second sampling. The average rate of
rejection due to defects for both a first and second sampling is five percent. Worldwide's quality control experience
has helped us establish the following incentive programs to motivate the factories to obtain our quality and time
requirements.

**Three Percent Incentive or Penalty Agreement with Manufacturers (Incentive Program One)**

To encourage a factory to effectively control quality on their own, we signed an agreement with most of the
factories producing our parts for either receiving 103% or 97% of the originally determined payment amount from
Worldwide's Shanghai office. If a lot costs $100,000 for Worldwide to buy and that lot is rejected with proof by our
inspector during the first inspection, the payment will be reduced by 3%. The factory is going to receive a payment
of $97,000.00 from Worldwide even if that lot is finally accepted after it has been re-worked. Otherwise, if the first
inspection is passed, the payment to the factory is $103,000.00 instead of $100,000.00. So the difference is 3%
($3,000.00), which is considered by Chinese factories as a large enough incentive to provide the necessary quality
control.

**Incentive Rewarding Program With Worldwide Inspectors (Incentive Program Two)**

The base salaries of our inspectors are very low compared to the base salaries of inspectors in the United States.
About 70% of our inspectors' income is derived from incentive programs. If the lot is rejected by Worldwide's
inspector during the first inspection, the inspecting engineer will get one-third of the $3,000.00, or $1,000.00.
Even if the inspection he/she conducts is passed during the first inspection, he/she will get a half of a percent of the
value of that shipment, as long as the shipment is eventually accepted by the customer.

Our practice has proven the above quality control procedures to be very effective. This has allowed our rejection
rates for the last few years to be less than two percent

Other than rigid quality controls and incentive programs, another important factor in attracting customers from the
United States is the Kanban program. The Kanban program is an inventory system that stocks at least one month's
supply of inventory needed to manufacture ordered parts. 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 at our California warehouse, and in some cases, at the warehouses located close to the
customers' facilities, 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.

Worldwide manages the entire production of its customers' products or components. 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.

To fulfill customers' orders, Worldwide engages subcontractors located around the Shanghai area of China.
Worldwide receives a fifty percent (50%) down payment from its customers for tooling necessary to produce the
desired parts. This money for tooling is paid to the factory in China selected to produce the customer's order. Once
the order for the customer is produced and accepted by the customer, the customer is billed for the rest of the
tooling as well as for the parts. The customer has sixty (60) days to mail the full payment to Worldwide. All of
Worldwide's active subcontractors have received the International Standard Organization-9000 certification. ISO-9000 certifications are certificates issued by the International Manufacturing Board that rates the quality of
manufacturers on the basis of that factory producing consistent quality parts. These certifications are issued to each
factory after its management receives the prerequisite training.

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 meet delivery
schedules.

Worldwide's success stems from the following factors:

Worldwide has a wide range of manufacturing capability as a result of

> -        
> being able to handle almost everything in the hardware category of the hi-tech industry;
> 
> -        providing engineering services, and
> 
> -        
> the ability to coordinate and plan for complete turnkey assemblies.

Worldwide's quality control is highly effective as a result of:

> -        setting inspection criterion for manufacturers;
> 
> -        conducting material auditing, in process inspection, and the final inspection;
> 
> -        signing three percent incentive and penalty agreements with manufacturers, 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 difficult tooling and two-to-six weeks for easy tooling;
> 
> -        committing 30-60 days for first delivery, and seven days for the deliveries afterwards;
> 
> -        inspectors tracking production progress, and
> 
> -        signing three percent incentive and penalty agreements with manufacturers

Worldwide's pricing is competitive.

Worldwide offers:

> -        significant flexibility towards customers' needs;
> 
> -        it hires local people to inspect the quality of the parts;
> 
> -        it arranges Kanban inventory for 24-hour delivery;
> 
> -        it responds quickly 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 local transportation and language
interpretation.

Worldwide is able to provide its customers with the 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. Even as the United States' economy slowed down, from 2001 to 2002, Worldwide
realized over 20% growth in net sales. Net sales in 2001 were $3,551,656 compared to $4,434,213 in 2002. Net
profit improved from $161,930 in 2001 to $425,542 in 2002, representing a 38% increase in profits.

There are no special governmental regulations or governmental approvals with respect to our business.

**Suppliers and Customers**

Worldwide's largest suppliers are Shanghai Xinli Trading Company Ltd. and Ningbo Hengda Metal Products Co.
Ltd. accounted for $360,189 or 8.9% and $157,385 or 3% respectively of the total materials purchased by
Worldwide for the period ending December 31, 2003. In the year ending December 31, 2002 these material
purchases accounted for 50% or 1,382,504 or 54% of our manufacturing supplies. As of December 31, 2001 these
suppliers accounted for 69% or 1,413,636 of the materials purchased by Worldwide. The customers listed below
represented approximately 39% of Worldwide's revenues both in 2002 and the year ending December 31, 2003
Worldwide Manufacturing has no agreements with any of these suppliers."

|Name of Customer                  | Amount of Sales 2003 | % of Sales | Amount of Sales 2002 | % of Sales
|--------------------------------- | -------------------- | ---------- | -------------------- | ----------
|
|Joslyn Manufacturing Co.,
LLC     | $1,081,354           | 18.0       | $753,816             | 17.1      
|Joslyn Sunbank, Inc.              | $580,703             | 14.3       | $339,079             | 9.2       
|
|Radio Waves Corp.(Smith Industry) | $442,365             | 10.9       | $310,394             | 7.1       
|Teleflex Electrical, Inc          | $341,552             | 8.4        | $266,052             | 6.3       



**Competition**

Worldwide strives to ensure quality and provide low cost to customers so that it can remain competitive. The
contract manufacturing service industry remains as a strongly competitive industry. There are hundreds of
companies, many larger than Worldwide, that have substantially greater manufacturing, financial, research and
development, engineering and marketing resources. Worldwide Manufacturing is a small competitor in this multi
billion dollar industry. If overall demand for contract manufacturing services should decrease, this could result in
substantial pricing pressure which would negatively affect revenue and net profit for Worldwide.

**Employees**

Worldwide currently employs fifty six employees, including 30 staff engineers and 13 administrative personnel at
Worldwide's wholly owned subsidiary Intech in Shanghai, China. The remaining 13 employees work at the
California office in San Bruno. Five of these employees are in sales with the remaining eight employees working in
support and administrative roles. All employees are full time.

******Item 2.        
DESCRIPTION OF PROPERTY**

On May 1, 2003, Worldwide entered into a 60 month lease for 6825 square feet of office/ warehouse space located
at 1142 Cherry Avenue in San Bruno, California. The rent per month is $6893.25 with rent increasing three
percent each year with the last year's rent of the lease being $7758.41. The Company has office/ warehouse space
located in Shanghai, China. On June 1, 2001, Shanghai Intech Electro-Mechanical entered into a lease for $2,690
per month for approximately 1,800 square feet of rentable space. The term of this lease expires May 31, 2004

**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, 2003.

**PART II**

**Item 5.        
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

(a)        
  	Market Information

There is no trading market for our shares. Our stock is not yet quoted on the OTC Bulletin Board or on any other
public market and we have not applied for listing or quotation on any public market.

(b)         	Holders

As of December 31, 2003, there were approximately 27 record holders of Company common stock.

(c)         	Dividends

The Company has not paid any dividends on its common stock. The Company currently intends to retain any
earnings for use in its business, and therefore does not anticipate paying cash dividends in the foreseeable future.

(d)         	Equity Compensation Plans

Worldwide has no equity compensation plans at this time.

**Item 6.        
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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 1, "Business." 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.

**Management's Discussion for December 31, 2003**

**Financial Condition.**As of December 31, 2003, the current assets of Worldwide were $1,735,710  compared to
current assets in year ending December 31, 2002 of $1,038,475. This represents an increase of $697,235 or
approximately 67%. The increase in current assets was the result of increases in accounts receivable of $497,096
due to an increase in customer orders. Inventory was $377,522 in 2003 compared to $112,898 in year ending 2002.
The increase in inventory of $264,624 from year-end 2003 as compared to 2002 was the result of management's
decision to begin to carry surplus inventory to create a faster turnaround for customer orders. The Company also
has a deferred tax asset of $46,600 for 2003 which results from federal net operating tax loss carryforwards
available to the Company on a consolidated basis in 2004. Current liabilities at December 31, 2003 totaled
$1,751,211 compared with $963,114 at December 31, 2002. This represents an increase of $788,097 or 82%
increase in current liabilities due primarily to increase reflecting fluctuations in trade accounts payable and short-term borrowing. Total assets were $2,562,792 at December 31, 2003 as compared with $1,443,162 on December
31, 2002. This increase of $1,119,630 or 78% was the result of the acquisition of fixed assets of Intech in
Shanghai, China of Approximately $400,000 in the first quarter of 2003 and the increase in current assets as
described above.

**Results of Operations.**Net sales for the year ending December 31, 2003 were $5,999,630 compared to $4,434,213
in December 31, 2002, an increase of $1,565,417 or approximately 35%. Gross profit increased by $74,385, from
$1,948,405 (32% of sales) in December 31, 2003 compared to $1,874,949 (42% of sales) for December 31, 2002.
The profit margin decreased due to a single sale representing approximately 10% of the period's volume at a 10%
margin as a result of price competition in the market. This sale was made to Grinm Semiconductor in the first
quarter of 2003. In hopes of attracting more lucrative contracts from Grinm Semiconductors, Worldwide's
management provided a bid with a 10% profit margin in order to obtain the business. At this time there was
considerable weakness in the semiconductor industry and competition was intense with profit margins of
approximately 10%-12%. Since that time, profit margins have increased and there has been a rebound in the
semiconductor industry. It is not anticipated that gross profit margin will decline in the future. The Company
continues to concentrate on obtaining orders that will provide a targeted 40% plus gross margin, similar to that
experienced in the years ending 2002 and 2001. Gross margins in those periods were 43% and 42% respectively.
Cost of goods sold for year ending December 31, 2003 was $4,051,225 compared to $2,560,193 on December 31,
2002. This increase of $1,491,032 or 58% was the result of higher sales along with the sale to Grinm
Semiconductor as described above where only a 10% profit margin was realized. Net profit for year ending
December 31, 2003 was $540,872 compared to $425,542 for December 31, 2002. The increase of $115,330 or 27%
was primarily due to higher sales in 2003.

The general and administrative expenses for year ending December 31, 2003 were $1,427,628 compared to
$1,440,720 for year ending December 31, 2002. The decrease of $13,092 or 1% was due to a decrease in personnel
costs and expenses as a result of employee attrition.

Upon consummation of the stock transfer and exchange with Tabatha III, effective September 30, 2003, the
election by Worldwide Manufacturing USA, Inc. to be taxed at the shareholder level was terminated. The
termination of the Company's S-election will affect profitability and result in increased liabilities in future periods
as compared with the historical financial statements, since federal and state income tax will become a corporate
expense. There will be a lesser impact on net equity in future periods since the historical financial statements
include dividend distributions taken by the Company's shareholders to offset income taxes attributable to corporate
earnings taxed on their personal returns. For the year ended December 31, 2003, $8,100 in federal income tax is
currently payable, an amount which is offset by the tax benefit attributable to operating loss carry forwards not
previously recognized when the Company had S-Corporation status.

**Liquidity and Capital Resources.**

****The following is a summary of Worldwide's cash flows from operating, investing, and financing activities during
the periods indicated:

|                     | Year ended December 31,
|-------------------- | -----------------------
|                     | 2003                   
|
|Operating Activities | $ 260,524              
|Investing activities | (404,211)              
|
|Financing activities | 54,320                 
|Net effect on cash   | $ (89,367)             

For 2003, operating cash flows were generated by Worldwide's net income and were reduced by the increased
investment in inventory. In 2002 Worldwide's operating cash flows reflect net income reduced by increases in
inventory and receivables, and a decrease in accrued costs during the year.

In 2003, Worldwide invested approximately $400,000 in equipment for Shanghai Intech, as compared with
$45,000 purchased for general corporate use in 2002.

In 2003, Worldwide increased its borrowings on the line of credit ($90,000), loans from shareholders ($166,000)
and installment debt ($31,000), and this amount was offset by distributions to shareholders ($234,000). In 2002
Worldwide increased only its line of credit ($11,000), which was offset by distributions to shareholders ($192,000).

Worldwide has available as of March 5, 2004 a $350,000 line of credit with a bank, secured by assets, through
March 5, 2005 at bank prime plus 1.5%.

**Item 7.        FINANCIAL STATEMENTS**

---

**REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS**

The Board of Directors and Stockholders ofWorldwide Manufacturing USA, Inc.San Bruno, CA

We have audited the accompanying consolidated balance sheets of Worldwide Manufacturing USA, Inc. as of
December 31, 2003 and 2002, and the related statements of income and cash flows for each of the years then ended.
These financial statements are the responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position
of Worldwide Manufacturing USA, Inc. as of December 31, 2003 and 2002, and the results of its operations and its
cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United
States of America.

|Denver, ColoradoFebruary 13, 2004 |                             
|--------------------------------- | ----------------------------
|                                  | ***/s/ Comiskey & Company***
|                                  |                             
|                                  | **PROFESSIONAL CORPORATION**

---

|**Worldwide Manufacturing USA Inc. and Subsidiaries**     
|----------------------------------------------------------
|**CONSOLIDATED BALANCE SHEETS**                           
|**December 31, 2003 and 2002**                            
|****                                                      
|                                                          
|
|**ASSETS**                                                
|                                                          
|********CURRENT ASSETS                                    
|
|Cash & cash equivalents                                   
|Accounts receivable                                       
|
|Inventories                                               
|Deferred tax assets                                       
|
|Other current assets                                      
|                                                          
|Total Current Assets                                      
|                                                          
|
|INVESTMENTS AND LONG-TERM RECEIVABLES                     
|Advances to suppliers                                     
|
|Other long-term receivables                               
|                                                          
|                                                          
|
|Total Property and Equipment                              
|                                                          
|Total Assets                                              
|                                                          
|
|**LIABILITIES AND STOCKHOLDERS' EQUITY**                  
|                                                          
|CURRENT LIABILITIES                                       
|
|Notes payable to shareholders                             
|Lines of credit                                           
|
|Current maturities of installment debt                    
|Accounts payable                                          
|
|Accrued expenses                                          
|Income taxes payable                                      
|                                                          
|
|Total Current Liabilities                                 
|                                                          
|Long-term debt, less current maturities                   
|
|Deferred compensation payable                             
|                                                          
|STOCKHOLDERS' EQUITY                                      
|
|Common stock, no par value; 100,000,000 shares authorized;
|30,000,000 shares issued and outstanding                  
|
|Retained earnings                                         
|                                                          
|Total Stockholders' Equity                                
|                                                          
|
|Total Liabilities and Stockholders' Equity                

The accompanying notes are an integral part of the financial statements.

---

|**Worldwide Manufacturing USA Inc. and Subsidiaries**           
|----------------------------------------------------------------
|**CONSOLIDATED INCOME STATEMENTS**                              
|**For the year ended December 31, 2003 and 2002**               
|****                                                            
|                                                                
|****                                                            
|                                                                
|
|Net sales                                                       
|                                                                
|Cost of goods sold                                              
|                                                                
|
|Gross profit                                                    
|Other operating revenue                                         
|
|                                                                
|                                                                
|Operating expenses                                              
|
|General & administrative                                        
|                                                                
|                                                                
|
|Operating income (loss)                                         
|                                                                
|Financial income (expenses)                                     
|
|Interest income                                                 
|Government grant                                                
|
|Interest expense                                                
|                                                                
|                                                                
|
|Net Income before income tax                                    
|                                                                
|Income tax expense (benefit)                                    
|                                                                
|
|Net income                                                      
|                                                                
|Retained Earnings                                               
|
|Balance, beginning of period                                    
|Less S-Corporation shareholder distributions                    
|                                                                
|
|Balance, end of period                                          
|                                                                
|Earnings per share - basic                                      
|                                                                
|
|Weighted average shares outstanding (1)                         
|                                                                
|*(1) gives effect to reverse acquisition on September 30, 2003.*

The accompanying notes are an integral part of the financial statements.

---

|**Worldwide Manufacturing USA Inc. and Subsidiaries**
|-----------------------------------------------------
|**CONSOLIDATED STATEMENTS OF CASH FLOW**             
|**For the year ended December 31, 2003 and 2002**    
|****                                                 
|                                                     
|****                                                 
|
|************Cash Flows From Operating Activities     
|Net income                                           
|
|Adjustments to reconcile net income to net           
|
|cash provided (used) by operating activities         
|Loss on disposal of assets                           
|
|Depreciation                                         
|Deferred income taxes                                
|
|(Increase) decrease in accounts receivable           
|(Increase) decrease in advances to suppliers         
|
|(Increase) decrease in prepaid assets                
|(Increase) decrease in inventories                   
|
|Increase (decrease) in accounts payable              
|Increase (decrease) in other accrued liabilities     
|
|Increase (decrease) in income taxes payable          
|                                                     
|Net Cash Provided (Used) by Operating Activities     
|                                                     
|
|Cash Flows From Investing Activities                 
|Purchases of fixed assets                            
|                                                     
|
|Net Cash Provided (Used) by Investing Activities     
|                                                     
|Cash Flows From Financing Activities                 
|
|Line of credit                                       
|Shareholder loans                                    
|
|Installment debt                                     
|Shareholders distributions                           
|                                                     
|
|Net Cash Provided (Used) by Financing Activities     
|                                                     
|NET INCREASE (DECREASE) IN CASH                      
|                                                     
|
|CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD        
|                                                     
|CASH AND CASH EQUIVALENTS END OF PERIOD              
|                                                     
|
|Supplemental Disclosures                             
|Cash Paid During the Year for:                       
|
|Interest                                             

The accompanying notes are an integral part of the financial statements.

---

****

**1.	        Description of Business and Summary of Significant Accounting Policies**

**Description of Business**

Worldwide Manufacturing USA, Inc., ("Worldwide", "the Company") is a manufacturing engineering firm and
international contract manufacturer, using factories in China.  Worldwide provides services to several companies
in the U.S., primarily the aerospace, automotive, and electronics industries.  Worldwide employs thirty staff
engineers through its wholly owned subsidiary, Shanghai Intech Electro-Mechanical Products Co, Ltd. ("Intech").
Intech provides technical advisory, design, delivery, material procurement, and manufacturing quality control
services.  Worldwide uses its engineers to write the production and inspection procedures, manages the production
process, and conducts quality control audits as well as in-progress and final inspections of the customers' products.

On September 30, 2003, the Company, formerly known as Tabatha III, Inc., acquired all of the issued and
outstanding common stock of Worldwide Manufacturing USA, Inc. ("Worldwide USA"), a privately held operating
company, in a share exchange transaction. The Company issued 27,900,000 shares in the share exchange
transaction for 100% or 10,000 of the issued and outstanding shares of Worldwide USA's common stock.
Immediately prior to the acquisition, 10,762,000 shares of stock had been outstanding, and as part of the
acquisition arrangement, certain shareholders of Tabatha III agreed to surrender for cancellation a total of
8,662,000 common shares held by them.  Total shares outstanding after the Worldwide acquisition were
30,000,000.  As a result of the share exchange transaction, Worldwide USA became a wholly-owned subsidiary of
the Company.  The parent company, Tabatha III, Inc., changed its name to Worldwide Manufacturing USA, Inc. in
November 2003. The Company issued 27,900,000 shares of common stock to acquire Worldwide.

The former stockholders of Worldwide USA acquired a majority of the issued and outstanding common stock as a
result of completion of the share exchange transaction. The transaction has been accounted for as a recapitalization
of Worldwide USA, whereby Worldwide USA is the accounting acquirer. The accompanying financial statements
reflect the financial position and operating results of Worldwide USA for all periods presented.

******Principles of Consolidation**

The accompanying financial statements include Worldwide Manufacturing USA, Inc., a Colorado Corporation
(formerly Tabatha III, Inc.), a public company, its operating subsidiary (Worldwide USA) (a California
corporation), and a subsidiary, Intech, owned by Worldwide USA.  Intercompany transactions have been
eliminated in consolidation.

**Property, Equipment and Depreciation**

Buildings and equipment are capitalized at historical cost, and are depreciated over the useful lives of the property
and equipment as follows:

|
|
|
|
|
|
|
|
|
|
|
|

******Repairs and Maintenance**

Repairs and maintenance of a routine nature are charged as incurred to periodic income, while those which extend
or improve the life of existing assets are capitalized.

******Inventory**

Inventory, consisting of finished goods inventory of manufactured products, is stated at the lower of cost or market
on a first-in, first-out basis.  The Company has not recorded an allowance for slow-moving or obsolete inventory.
Obsolete inventory at December 31, 2003 and 2002 was minimal.

**Revenue Recognition**

Recognition of Revenue - Income from sales of goods is recognized 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. The Company's return policy on defective parts is as
follows: Custom parts may only be exchanged for replacement parts within 30 days of the invoice.  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.

**Advertising Costs**

Costs associated with advertising are expensed in the year incurred.

**Income Taxes**

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 shareholders of the Company had elected for it to be taxed as a
"Subchapter S" corporation, consequently, no income taxes have been recorded in the financial statements for
income earned during the year ended December 31, 2002 and for the nine month period ended September 30,
2003.  After the recapitalization, the Company will file a consolidated tax return.

**Intangibles**

Patent costs and other identifiable intangibles are capitalized, and are amortized over useful lives of generally 15
years or less.  Effective in 2001, Goodwill is not amortized, but is assessed for impairment annually.

******Research and Development**

Research and development costs are expensed as incurred.

******Cash and Equivalents**

For purposes of the statement of cash flows, the Company considered all highly liquid debt instruments purchased
with an initial period of three months or less to be cash equivalents.

**Non-cash Equity Transactions**

Shares of other equity instruments issued for non-cash consideration will be recorded at the fair value of the
consideration received, or at the value of the stock given, considered in reference to contemporaneous cash sales of
stock.

**Foreign Currency Transactions and Translation**

Transaction gains and losses result from a change in exchange rates between the functional currency and the
currency 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 the US dollar at the prevailing exchange rate in effect at each
period end.  Revenue and expenses are translated into the US dollar at the average exchange rate during the
reporting period.  Contributed capital is translated into the US dollar 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 gains and losses have not been material in any year.

**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.

**Compensated Absences**

Employees of the Company are entitled to compensated absences depending on job classification, length of service
and other factors.  At December 31, 2003 and 2002, the minimal amounts unused by employees could not be
estimated, and accordingly, no provision is recorded.

**Estimates in Financial Statements**

The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect reported amounts.  The
more significant estimates include: useful lives and residual values for fixed assets, fair market values for
inventory, goodwill and intangible impairment tests, reserves for warranty, returns, and product liability losses,
and credit losses.

**2.	        
Nature of Operations, Risks, and Uncertainties**

**Significant  Concentrations**

The Company has the following concentrations of business with customers and suppliers constituting greater than
10% of the Company's gross sales and purchasing volume:

|           | 2003 | 2002
|---------- | ---- | ----
|
|Customer A | 18%  | 7%  
|Customer B | 10%  | 15% 
|
|Customer C | 10%  | 0   
|Customer D | 0    | 14% 

In 2003, the Company's three largest vendors comprised 21% of its manufacturing cost, versus two vendors in
2002 which made up 54% of the Company's purchasing volume for that year.

The Company's customers in the aerospace, telecommunications, automotive, and electronics industries comprised
the majority of its sales in 2003 and 2002.  These four industries counted for 52% and 68% of the Company's
sales, respectively, in 2003 and 2002.

**Risks and Uncertainties**

As part of the production process, the Company may be required by its suppliers to advance funds for tooling and
other pre-production costs.  Such tooling is in most cases owned by the suppliers, and is of 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 start up 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.

The Company sells its goods and services internationally, although the majority of its revenue derives from
customers in the United States.  As such, the Company is susceptible to credit risk on accounts and notes receivable
from customers in that region.  Additionally, a significant portion of the company's U.S. customers consists of
entities in the aerospace industry, which has proven to be sensitive to swings in the economic cycle.  Generally, the
Company does not obtain security from its customers in support of accounts receivable.

**3.        
Accounts and Notes Receivable**

The following is a summary of receivables at December 31,

|                      | 2003       | 2002     
|--------------------- | ---------- | ---------
|
|Trade accounts        | $1,174,964 | $ 677,868
|Advances to suppliers | 24,758     | 111,594  
|
|Refundable GST taxes  | 325,745    | 169,565  

At December 31, 2003 and 2002, accounts receivable in the amounts of $1,168,813 and $669,414 respectively,
were pledged as collateral in connection with bank loans.

As more fully described in Note 2, the Company from time to time advances funds to suppliers under short-term
agreements.  The loans are generally unsecured and may carry interest at the prevailing market rate for short-term
instruments.  These receivables are also pledged as collateral for the Company's bank loans.

**4.        Property and Equipment**

The following is a summary of property and equipment - at cost, less accumulated depreciation:

|                               | 2003      | 2002    
|------------------------------ | --------- | --------
|
|Vehicles                       | 117,083   | 93,168  
|Furniture and fixtures         | 4,496     | 4,496   
|
|Equipment                      | 448,824   | 69,777  
|Software                       | 15,418    | 14,298  
|
|Other                          | 1,165     | 1,165   
|Less: Accumulated depreciation | (110,407) | (59,376)
|
|Total                          | $476,579  | $123,528

Depreciation expense charged to operations was $51,129 and $27,167 in 2003 and 2002, respectively.

**5.	        
Notes Payable and Lines of Credit**

Under the terms of a revolving credit agreement with a bank dated March 5, 2003, the Company may borrow up to
$250,000 at 1.5% above the bank's prime interest rate through  March 5, 2004(5.5% at December 31, 2003.)
Funds from these borrowings may be used for any purpose. The revolving line of credit is secured by all assets of
Worldwide Manufacturing USA, Inc. and guaranteed by its officers.  At December 31, 2003, the balance on the
line was $147,694, and $102,306 was available on this line of credit.  In March 2004, the available line of credit
was increased to $350,000 through March 5, 2005 with substantially the same terms and conditions.

|The company had the following installment debt outstanding:Installment note, secured by van, principal and interestpayments of $440 are due monthly, interest rate is 3.75%,through June, 2008. | $ 21,845                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------
|Installment note secured by forklift,
interest rate is 5.0%,principal and interest payments of $264 are due monthlythrough July 2007                                                            | 9,728                                 
|                                                                                                                                                                                                |                                       
|Future maturities on installment debt are as follows:                                                                                                                                           |                                       
|                                                                                                                                                                                                | Payable in the year ended December 31,
|                                                                                                                                                                                                | 2004                                  
|                                                                                                                                                                                                | 2005                                  
|                                                                                                                                                                                                | 2006                                  
|                                                                                                                                                                                                | 2007                                  
|                                                                                                                                                                                                | 2008                                  

**6.	        Lease**

The Company leases its office space and certain vehicles and equipment under non-cancelable operating leases.
The office lease requires increasing annual payments plus a share of operating costs.  Minimum future rental
payments under non-cancelable operating leases having remain terms in excess of one year as of December 31,
2003 for each of the net five years and in the aggregate are:

| |                                      | Amount    
| | ------------------------------------ | ----------
| | 2004                                 | $  77,323 
| | 2005                                 | 74,040    
| | 2006                                 | 75,184    
| | 2007                                 | 68,463    
| | Subsequent to 2007                   | 23,045    
| | Total minimum future rental payments | $  318,055

**7.	        Pensions**

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 employer. No contribution was made for 2003 or 2002.

**8.	        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.

| | The provision for income tax consists of        |          
| | ----------------------------------------------- | ---------
| | Income taxes currently payable                  | $8,100   
| | Net decrease in deferred taxes                  | (46,600) 
| | Income tax benefit                              | $(38,500)
| | Deferred income taxes consist of:               |          
| | Assets:                                         |          
| | Unused federal net operating loss carryforwards | $14,500  
| | Foreign subsidiary loss carryforwards           | 32,100   
| | Net deferred tax asset                          | $46,600  

The Company's federal net operating losses expire in the years 2021 through 2023.

The effective tax rate for 2003 was (8%).  The difference between this rate and the statutory federal tax rate of 34%
is as follows:  Effect of graduated rates 1.3%, effect of state income tax 5.8% effect of non-taxable S-corporation
earnings 34.9%.

**9.	        
Related Party Transactions**

From time to time, the Company receives loans from its shareholders.  As of December 31, 2003, the balance due
to the shareholders was $220,000.  The loan is unsecured and due on demand.  This balance had been fully repaid
in February 2004.



The Company's officers are guarantors on its $250,000 line of credit.

At December 31, 2003 and 2002,  the Company is obligated in the amount of $150,000 to its shareholders
pursuant to a deferred  compensation  agreement  applicable to the years 2000,  2001 and 2002.  The  deferred
compensation  obligation  is payable December  31,  2005,  plus  accrued and unpaid  interest at 10%.

As of December 31, 2003, the Company's president owns an approximate 18% interest in one of the Company's
vendors, Shanghai Opel Technologies ("Opel"), a fiber optic manufacturer. In 2003, Worldwide purchased items
for resale from Opel totaling $321,035.  In 2002, Worldwide sold equipment to Opel in the amount of $584,293,
and purchased items for resale totaling $436,949.

**10.            
Newly Issued Accounting Pronouncements**

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated
financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provision of
FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. FIN 46 did not have a
material effect on the Company's  operating results and financial position.

In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  For  Certain Financial Instruments With
Characteristics Of Both Liabilities And Equity". SFAS No. 150 establishes  standards on the  classification and
measurement of certain financial  instruments with  characteristics of both liabilities and equity. The provisions of
SFAS No. 150 are effective for financial  instruments entered into or modified after May 31, 2003 and to all other
instruments that exist as of the beginning of the first interim  financial  reporting period beginning after June 15,
2003.  The  adoption of SFAS No. 150 did not have a material  impact on the Company's results of operations or
financial position.

In December 2003, the SEC issued Staff  Accounting  Bulletin (SAB) No. 104, "Revenue Recognition",  which
codifies, revises and rescinds certain sections of SAB No. 101, "Revenue Recognition",  in order to make this
interpretive guidance consistent with current  authoritative  accounting and auditing guidance and SEC rules and
regulations.  The changes noted in SAB No. 104 did not have a material effect on the Company's results of
operations, financial position or cash flows.

**11.	        Segment Information**



The Company's operations are classified into two principal reportable segments that provide different products or
services.  Worldwide Manufacturing USA, Inc. purchases and sells manufactured goods from China procured by its
subsidiary, Intech.  Intech provides technical advisory, design, delivery, material procurement, and manufacturing
quality control services. 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 - 2003**

*(amounts in thousands)*

|                                  | Reportable Segments |               
|--------------------------------- | ------------------- | --------------
|                                  | **WWMUSA****        | ****Intech****
|
|External revenue**                | **$ 5,957           | $  43         
|Intersegment revenue              | -                   | 2,710         
|
|Interest income                   | 13                  | -             
|Interest expense                  | (32)                | -             
|
|Depreciation                      | 14                  | 37            
|Net income after tax              | 435                 | 104           
|
|Assets                            |                     |               
|Expenditures forlong-lived assets | 44                  | 360           

****(1) $2,000 in intercompany loss was eliminated in consolidation.



**Segmental Data - 2002**

*(amounts in thousands)*

|                                  | ****Reportable Segments |               
|--------------------------------- | ----------------------- | --------------
|                                  | **WWMUSA****            | ****Intech****
|
|External revenue**                | **$ 4,392**             | **$  42**     
|Intersegment revenue              | -                       | 1,388         
|
|Interest income                   | 4                       | -             
|Interest expense                  | 15                      | 2             
|
|Depreciation                      | 10                      | 17            
|Net income (loss)                 | 461                     | (16)          
|
|Assets                            |                         |               
|Expenditures forlong-lived assets | 12                      | 33            

(1) $20,000 in intercompany profit was eliminated in consolidation.

**Item 8.        
	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE**

Not applicable.

**PART III**

**Item 9.        
	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.**

The following are the directors and executive officers of Worldwide.

|**Name**     | **Age** | **Position**                        
|------------ | ------- | ------------------------------------
|Jimmy Wang   | 48      | CEO, President, and Chairman        
|Mindy Wang   | 46      | Secretary, Treasurer, and a Director
|John Ballard | 45      | Chief Financial Officer             

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, absent any
employment agreement, of which none currently exists or is contemplated. 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 shareholders 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 shareholders and management under which non-management shareholders may directly or
indirectly participate in or influence the management of the Company's affairs.

**Biographical Information**

**Jimmy Wang, President and 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 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 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.

**Mindy Wang, 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 Manufacturing USA, Inc. In September 1996, Ms. Wang founded, with her husband, Worldwide
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
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. Mr. Ballard, from 1997-1999 owned and operated
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 shareholder, 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.

There are no other significant employees. None of the directors serves as a director for any other reporting
company.

******Code of Ethics**

Worldwide has not yet adopted a code of ethics which applies to the chief executive officer, or principal financial
and accounting officer or controller, or persons performing similar functions due to several factors. Worldwide is a
small public company whose shares have not yet traded.  We recently underwent a change of control, and new
management was only recently apprised of the requirement to disclose whether or not a code of ethics has been
adopted.

**Audit Committee Financial Expert**

Worldwide does not have an audit committee. The entire board of directors, which consists of Jimmy and Mindy
Wang, functions as the audit committee. Worldwide does not have a financial expert on its audit committee,
because of the difficulty encountered by all small public companies in obtaining outside board members. We cannot
predict when, if ever, we will be able to attract a person to the board of directors who is a financial expert.

******Item 10.        
EXECUTIVE COMPENSATION**

Worldwide USA pays annual salaries of $60,000 to Jimmy Wang, President, $36,000 to Mindy Wang, Controller,
and beginning in September, 2003, John Ballard, Chief Financial Officer, began receiving an annual salary of
$24,000. Stock awards and options will be decided by the Board of Directors at a later date, based on fiscal 2003
financial performance. There are no employment agreements between the Worldwide and its officers and directors.

Presently, no board member, officer, director or employee has any stock options. There are no retirement plans in
place. Directors receive no compensation for acting as directors.

**Summary Compensation Table**

|Name         | Principal
Position  | Year     | Salary          | Bonus     | Annual Other
Compensation | Stock
Awards | Securities
Underlying
Options | LTIP
Payouts | Other Comp.    
|------------ | ------------------- | -------- | --------------- | --------- | ------------------------- | ------------ | ----------------------------- | ------------ | ---------------
|Jimmy Wang   | Pres., CEO          | 2001**** | ****$60,000**** | ****0**** | ****$127,342 (1)****      | ****0****    | ****0****                     | ****0****    | ****$25,000 (2)
|Jimmy Wang   | Pres., CEO          | 2002     | $55,000         | 0         | $103,953 (1)              | 0            | 0                             | 0            | $25,000 (2)    
|Jimmy Wang   | Pres., CEO          | 2003     | $60,000         | 0         | $ 124,346 (1)             | 0            | 0                             | 0            | $0 (2)         
|Mindy Wang   | Sec./Treas./
Contr. | 2001     | $36,000         | 0         | $127,342 (1)              | 0            | 0                             | 0            | $25,000 (2)    
|Mindy Wang   | Sec./Treas./
Contr. | 2002     | $36,000         | 0         | $103,953 (1)              | 0            | 0                             | 0            | $25,000 (2)    
|Mindy Wang   | Sec./Treas./
Contr. | 2003     | $36,000         | 0         | $124,346 (1)              | 0            | 0                             | 0            | $0 (2)         
|John Ballard | CFO                 | 2003     | $10,000         | 0         | $0 (1)                    | 0            | 0                             | 0            | $0 (2)         

(1)  Distributions of S-Corporation income and interest on deferred compensation arrangement.(2)   Deferred compensation accrued for the year, payable in 2005. In the periods from fiscal year 2000 to 2002 it was a Worldwide USA policy to
provide $25,000 to each member of the Board of Directors of Worldwide for the additional responsibilities and duties as board members. As of
September 30, 2003 with the transition from a Subchapter S Corporation to a C Corporation it was decided by management of Worldwide USA that
$25,000 per year in compensation will no longer be given to board members.(3)   John Ballard received compensation from Worldwide only in 2003.There are no non-competition agreements with any of Worldwide's employees.

**Item 11.        
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND**

**MANAGEMENT**

The following table sets forth information relating to the beneficial ownership of Company common stock as of the
date of this report 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.

|Title of Class                                      | Name and Address of Beneficial Owner                                                             | Number of Shares Held | Percent of Class
|--------------------------------------------------- | ------------------------------------------------------------------------------------------------ | --------------------- | ----------------
|Common Stock                                        | Jimmy Wang (1) (2)Worldwide Manufacturing USA, Inc.1142 Cherry StreetSan Bruno, California 94066 | 27,900,000 (3)        | 93.0%           
|Common Stock                                        | Mindy Wang (1) (2)Worldwide Manufacturing USA, Inc.1142 Cherry StreetSan Bruno, California 94066 | 27,900,000 (3)        | 93.0%           
|Common Stock                                        | John Ballard (2)6175 W. Hinsdale Pl.Littleton, CO 80128                                          | 847,500               | 2.8%            
|All officers and directors as a group (3 in number) | 28,747,500                                                                                       | 95.8%                

(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 13,950,000 shares, but is deemed to
beneficially own the shares owned by the other.

**Item 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

From time to time, Jimmy and Mindy Wang may loan money to Worldwide. The Wangs loaned $174,751 on June
30, 2003 for operating capital. As of December 31, 2003, the total outstanding and unpaid on such loans was
$220,000 and at December 31, 2002, it was $54,000, plus interest at 6%. As of the date of this report no additional
monies had been loaned. This note was from Jimmy and Mindy Wang, President and Secretary, respectively.
Jimmy and Mindy Wang are husband and wife.

At December 31, 2002, the Company is obligated in the amount of $150,000 to Jimmy and Mindy Wang pursuant
to a deferred compensation agreement applicable to the years 2000, 2001 and 2002. As of the date of this report
this amount has been paid down $10,000, resulting in a balance of $140,000. The deferred compensation
obligation is payable December 31, 2005, plus accrued and unpaid interest at 10%. As of the date of this report, no
additional amounts are owed to the Wangs.

Robert Smith, then President of Tabatha III, Diane Thelen, then Secretary and Treasurer of Tabatha III and John
Ballard, a major shareholder of Tabatha III owning more than 10% of Tabatha III, are the founders and promoters
of the blank check company (Tabatha III, Inc.). The above individuals purchased 300,000 shares for cash of $.005
per share and were issued 2,700,000 shares, or $13,500, for services on or about March 17, 2000, at the time
Tabatha III, Inc. was incorporated under the laws of Colorado.

On June 15, 2003, there were two issuances of stock for services in the amount of 799,500 shares at $0.005, or
$3862.50, to Diane Thelen and John Ballard then officers and directors of Tabatha III. The shares were issued
under the terms of consulting agreements dated June 1, 2003, pursuant to which Tabatha III engaged John Ballard
and Diane Thelen as consultants to assist in the structuring and negotiations for a target company suitable to be
merged into Tabatha III. The value of these services was $3,862.50.

It was also agreed in the consulting agreements that each consultant would be required to pay their own traveling
expenses; however, when the Share Exchange Agreement was executed, these consulting agreements were
mutually cancelled by Tabatha III, John Ballard and Diane Thelen. Pursuant to the Share Exchange Agreement
dated September 30, 2003, Tabatha III issued 27,900,000 shares of its common stock to Jimmy and Mindy Wang
in exchange for 100% or 10,000 shares of the outstanding shares of Worldwide. This issuance of 27,900,000 shares
represented 93% of Tabatha III's outstanding shares.

Under the terms of the Share Exchange Agreement, Tabatha III was to have outstanding 2,100,000 shares, or 7%
of the outstanding shares post acquisition. Since prior to the Share Exchange Agreement Tabatha III had
10,762,000 shares outstanding, certain control persons, officers and directors of Tabatha III who included John
Ballard, Diane Thelen and Robert Smith voluntarily surrendered 8,662,000 shares as of September 30, 2003. As
part of this surrender of common stock, John Ballard and Diane Thelen agreed to cancel the 799,500 shares
issuable under the June 1, 2003 consulting agreements. The services provided by John Ballard and Diane Thelen to
Tabatha III were donated to the company. Additionally John Ballard paid all travel expenses from his personal
resources, as well as a $3,000 for legal services to a non-affiliated law firm for the review of the Share Exchange
Agreement. The directors, officers and control persons of Tabatha III cancelled their shares without any additional
consideration being paid to them in order to avoid effecting a reverse stock split and reducing the shares held by
non-control shareholders of Tabatha III for the best interests of such shareholders.

On December 4, 2000, Kip Pedrie, then a director of Tabatha III, was issued warrants to purchase 2,660,000 shares
of common stock at $.05 per share. On March 23, 2003 Kip Pedrie resigned from the Board of Directors of
Tabatha III due to increase job and family responsibilities. He voluntarily cancelled these warrants since he could
not fulfill his duties to Tabatha III.

**PART IV**

**Item 13.         Exhibits and Reports on Form 8-K**

> (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 22, 2000).
> 
> 
> 3.2          Bylaws (incorporated by reference from Registration Statement on Form 10-SB filed with the
> Securities and Exchange Commission on October 22, 2000).
> 
> 
> 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.
> 
> 
> (b)          No reports on Form 8-K were filed by the Company during the last quarter of its fiscal year ending
> December 31, 2003.

**Item 14.** 	**Controls and Procedures.**

Not Applicable

**Item 15.         	Principal Accountant Fees and Services.**

Audit Fees

Our principal accountants billed us as follows to audit fees and review of quarterly filings for the past two fiscal
years:

2002:   $ 21,151  by Comiskey & Company, professional corporation

2003:  $ 19,328  by Comiskey & Company, professional corporation

Less than 5% of the hours expended by our auditors on the audit for the year ended December 31, 2003 were
performed by persons' other than Comiskey & Company's permanent full time employees.

There were $19,328,  $0 and $ 0, respectively, paid in audit related fees, tax fees and all other fees to Comiskey &
Company during the year ended December 31, 2003.

******Audit Committees pre-approval policies and procedures.**

We do not have an audit committee. Our engagement of Comiskey & company, professional corporation was
approved by the Board of Directors. No services described in Item 9(e)(2) through 9(e)(4) of Schedule 14A were
performed by our auditors.

---

**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 March 30, 2004.

**WORLDWIDE MANUFACTURING USA, INC.**

By:/S/ JIMMY WANGJimmy Wang, CEO, President and Director

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 on March 30, 2004.

By:/S/ JIMMY WANGJimmy Wang, CEO, President and Director(principal executive officer)

By:/S/ MINDY WANGMindy Wang, Secretary, Treasurer and a director

By: /S/ JOHN BALLARDJohn Ballard, Chief Financial Officer(principal accounting and financial officer)