UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM
10-KSB /A  [X]
   Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For
the fiscal year ended December 31, 2007  [
 ]   Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the
transition period from to ______    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. (Exact
name of small business issuer in its charter)  Colorado
0-31761
84-536519(State or other jurisdiction of incorporation or
organization)
(Commission file number)
(I.R.S. Employer Identification No.)1142 Cherry StreetSan Bruno, California
94066(Address of principal executive offices)
(Zip Code)  Registrant's telephone number, including area code:  (650)
794-9888  Securities registered pursuant to Section 12(b) of the Act: None  Securities registered pursuant to Section 12(g) of the Act: Common
Stock, no par value  Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [  ]  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]  Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act Yes [  ] No [X]  State issuer's
revenues for its most recent fiscal year: $12,132,710  The aggregate market
value of the voting stock held by non-affiliates of the registrant as of  -
1 -   March
10, 2008 is approximately $14,367,958.  The number of shares
outstanding of the issuer's classes of Common Stock as of April 06, 2008:  Common Stock, no par
value, 2,047,363 shares  Transitional Small
Business Disclosure Format Yes [  ] No [X]   DOCUMENTS INCORPORATED BY REFERENCE: NONE             -
2 -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. 2007ANNUAL REPORT
ON FORM 10-KSB INDEX    PART I 4 ITEM 1. DESCRIPTION OF BUSINESS 4 ITEM 2. DESCRIPTION OF PROPERTY 12 ITEM 3. LEGAL PROCEEDINGS 12 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS 12 PART II 12 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS 12 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS 13 ITEM 7. FINANCIAL STATEMENTS 20 INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS 21 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM 22 CONSOLIDATED BALANCE SHEETS 23 CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER
COMPREHENSIVE INCOME 24 CONSOLIDATED STATEMENTS OF
STOCKHOLDER S' EQUITY 25 CONSOLIDATED STATEMENTS OF CASH
FLOWS 26 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE45 ITEM 8A. CONTROLS AND PROCEDURES 46 ITEM 8B. OTHER INFORMATION 46 PART III 47 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT47 ITEM 10. EXECUTIVE COMPENSATION 49 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT 51 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 52 ITEM 13. EXHIBITS 52 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES 53 SIGNATURES 54   -
3 -    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 may not be sufficient
market activity to provide liquidity of the Companys shares.  There
is no assurance that the market for the Companys shares will be maintained or
that it will be sufficiently active or liquid to allow
stockholder s to easily dispose of their shares.  2.
 Because we work under short-term contracts, it is very difficult to
forecast our operational and cash needs.  Contract manufacturing service providers must provide increasingly
rapid product turnaround for their customers. We generally do not obtain firm
long-term purchase commitments from our customers. Customers may cancel their
orders, change production quantities, or delay production because of consumer
demand or technological changes; however, we are often obligated to expend
significant amounts for retooling or other start-up costs of manufacturing. Any
costs due to cancellations, reductions, customer returns and/or delays by a
significant customer or by a group of customers might not be recoverable. The
loss could be greater than our projected profit on the contract, resulting in a
net loss for the contract. The short-term nature of our customers' commitments
and the possibility of rapid changes in demand for their products reduce our
ability to estimate accurately future customer requirements. On occasion,
customers may require rapid increases in production, which can stress our
resources and reduce margins. Although we have several manufacturing facilities
in China that we do business with, there can be no assurances we will have
sufficient capacity at any given time to meet our customers demands. We could
lose orders or fail to complete orders in a timely manner. In addition, because
many of our costs and operating expenses are relatively fixed, any reduction in
customer demand can adversely affect our gross margins and operating income.  -
4 -    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 six largest customers, Joslyn Sunbank, Joslyn
Manufacturing, Radio Waves Corp and Teleflex Electrical, GE Transportation and
Pacific Scientific-CA accounted for approximately 48% of consolidated net sales
in 2007 compared to 46% of consolidated net sales in the year ending 2006. Our
two largest material suppliers are Shanghai Huanxinnuo Electro-Mechanical
Products Company (formerly named Shanghai Xinli Trading Company Ltd.) and
Shanghai Machine Tool Co. Ltd., and they accounted for $573,328 or 6.8% and
$724,891 or 8.6% respectively of the total materials purchased by Worldwide for
the period ending December 31, 2007. Likewise for the period ending December 31,
2006, Worldwide's largest suppliers were Shanghai Huanxinnuo Electro-Mechanical
Products Company (formerly named Shanghai Xinli Trading Company Ltd.) and
Shanghai Machine Tool Co. Ltd., and they accounted for $587,860 or 7.6% and
$417,690 or 5.4% respectively of the total materials purchased by Worldwide. The
loss of any one customer could significantly reduce our sales. The loss of one
contract manufacturer could cause delays in our performance of contracts or
reduce our gross margin if 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 products manufactured by factories
we employ in China are sold to customers based in the United States. Tax
authorities in jurisdictions in the United States could challenge the manner in
which profits are allocated between US and Chinese subsidiaries, and if we do
not prevail in any such challenge we will be required to pay more taxes.  5.
 Unforeseen changes in suppliers can result in losses of tooling deposits
and other pre-production costs.  In most
cases the tool, die, or mold from which a part is made is 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. -
5 -   Under its current leadership, the Chinese government has been
pursuing economic reform policies. Changes in these policies or political
instability could affect our ability to operate, to repatriate funds from China,
or increase our costs of doing business or our tax rate. Even though the United
States has granted a most favored nation status to China, this could be revoked
or retaliatory tariffs could make the import of our products prohibitively
expensive. The Chinese government could change its policies toward private
enterprise or even nationalize or expropriate private enterprises, which could
result in the total loss of our investment in that country.  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 Renminbi 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 Renminbi is
overdue, and any revaluation could increase our manufacturing
costs relative to the rest of the world and reduce our sales.  Background  Worldwide was incorporated under the laws of the State of Colorado
on March 17, 2000, under the name of Tabatha III, Inc. We changed our name to
Worldwide Manufacturing USA, Inc. on November 3, 2003.  On February 25,
2008 we changed our name to Worldwide Energy and Manufacturing
USA, Inc . to better reflect our business plan to engage in the
solar module business. 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.   -
6 -   On September 30, 2003, we acquired all of the issued and
outstanding common stock of Worldwide USA in a share exchange transaction. We
issued 27,900,000 shares of common stock in the share exchange transaction for
100% or 10,000 of the issued and outstanding shares of Worldwide USA's common
stock. As a result of the share exchange transaction, Worldwide USA became our
wholly owned subsidiary.  The
former stockholders of Worldwide USA acquired 93% of our issued and outstanding
common stock as a result of the completion of the share exchange transaction.
Therefore, although Worldwide USA became our wholly owned subsidiary, the
transaction was accounted for as a recapitalization of Worldwide USA, whereby
Worldwide USA is deemed to be the accounting acquirer and is deemed to have
adopted our capital structure. No finder's fee was paid to any person in
connection with the transaction.  All
operating activities are carried out through Worldwide USA 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. Worldwide contracts with factories in China to produce its varied
goods. Intech employs (25) twenty-five 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.  On
February 25, 2005, Worldwide USA completed an Agreement for Sale and Purchase of
the Business Assets of Chengde Science & Technology (Chengde) located in
Changchun Gaoxin District, PRC. The total price was $300,000 with the following
payment schedule: The first payment of $120,000 was paid in
March 28, 2005.  The final payment was paid in March
2006 . Chengde is a factory that produces air
conditioner units for automobiles primarily located in Asia.  On
August 18, 2005, Worldwide established its own electronics manufacturing company
located in Shanghai, PRC. The new company, Shanghai Intech Electronics
Manufacturing Company will be a wholly-owned subsidiary of Worldwides quality
control arm and wholly-owned subsidiary of Shanghai Intech Electro Mechanical
Products, Ltd. Worldwide purchased approximately $250,000 worth of electronics
equipment from Opel Technology, a former Worldwide electronics vendor. In
establishing the new electronics factory, Worldwide expects to compete more
effectively in the PC board and cable assembly industry as well as gain complete
control over its electronics components production.  The
Company also established Shanghai Intech Precision Mechanical Products
Manufacturing Ltd. (Precision) on November 1, 2005.  Precision
is 51% owned by Intech and 49% owned by Worldwide. This factory
performs die casting and machining services for the automotive, motorcycle,
telecommunications and home supply industries. Precision is located in the
suburbs of Shanghai, PRC and occupies an area of approximately 19,121 square
feet. The factory contains three workshops: a die casting shop, a machining shop
and a printing shop. It currently employs 107 employees.  -
7 -    General  Incorporated in California in 1996, Worldwide USA is headquartered
in San Bruno, California and engages as a contract manufacturer, engineering
firm and direct manufacturer through its wholly-owned subsidiaries. It has four
wholly-owned subsidiaries located in China: Shanghai Intech Electro Mechanical
Products Co (Intech), the quality control arm of the company, Chengde Science
& Technology (Chengde), a direct manufacturer of air
conditioner units for automobiles, Shanghai Intech Electronics Manufacturing
Company , an electronics factory and Shanghai Intech Precision Mechanical
Products Manufacturing Ltd. (Precision) a die casting and machining factory.
Its products are manufactured in factories in the Peoples Republic of China
(PRC). 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 manufactures car air condition units, die casting parts as well as
electronic products and subcontracts to factories for the remaining customers'
parts that it does not produce directly. 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 is
www.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 is a direct manufacturer of die casting,
electronics products and air-condition units for automobiles.  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-three (33)
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 PRC. -
8 -    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 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 instead of $100,000. So the difference is 3% ($3,000), 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 Worldwides inspector rejects the lot during the
first inspection, the inspecting engineer will get one-third of the $3,000, or
$1,000. 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 customer eventually accepts the shipment.  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  -
9 -   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; - local people to inspect the quality of the parts; - the Kanban inventory for 24-hour delivery; and - quick respon se
 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. -
10 -    Since Worldwide primarily employs engineers and engages a broad
variety of subcontractors, Worldwide is able to manufacture parts for a broad
range of industries. As demand for manufacturing slows for a particular product,
industry or sector, Worldwide is able to remain flexible as a result of its
being in a position to pursue opportunities to manufacture other products.
 There are no special governmental regulations or governmental approvals
with respect to our business.  Suppliers and Customers  Our two
largest material suppliers are Shanghai Huanxinnuo Electro-Mechanical Products
Company (formerly named Shanghai Xinli Trading Company Ltd.) and Shanghai
Machine Tool Co. Ltd., and they accounted for $573,328 or 6.8% and $724,891 or
8.6% respectively of the total materials purchased by Worldwide for the period
ending December 31, 2007. Likewise for the period ending December 31, 2006,
Worldwide's largest suppliers were Shanghai Huanxinnuo Electro-Mechanical
Products Company (formerly named Shanghai Xinli Trading Company Ltd.) and
Shanghai Machine Tool Co. Ltd., and they accounted for $587,860 or 7.6% and
$417,690 or 5.4% respectively of the total materials purchased by Worldwide. The
customers listed below represented approximately 48% of Worldwide's revenues in
2007 and 46% in the year ending December 31, 2006. Worldwide Manufacturing has
no agreements with any of these suppliers.  Name of Customer
Amount of Sales 2007
%
of Sales
Amount of Sales 2006
%
of SalesJoslyn
Manufacturing Co, LLC (MacLean Power)
$1,355,174
11.4
$1,355,839
12.3Joslyn Sunbank,
Inc.
$1,284,751
10.8
$1,181,343
10.7Ryko
Manufacturing
$953,588
8.0
$752,043
6.8Teleflex
Electrical, Inc
$655,011
5.8
$642,767
5.8Radiowaves
Inc
$822,387
6.9
$616,846
5.6Pacific
Scientific-CA
$545,010
4.6
$529,670
4.8  Competition  Worldwide strives to ensure quality and provide low cost to
customers so that it can remain competitive. The contract manufacturing service
industry remains 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 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 two hundred and six employees,
including 33 staff engineers and 12 administrative personnel at Worldwide's wholly owned subsidiary
Intech in Shanghai, China and one hundred and nine employees who work at our
factories in China. The remaining 13 employees work at the California office in
San Bruno. Four of these employees are in sales with the remaining eight
employees working in support and administrative roles. All employees are full
time.   -
11 -   ITEM 2. DESCRIPTION OF PROPERTY On May
1, 2003, Worldwide entered into a 60-month lease for 6,825 square feet of
office/ warehouse space located at 1142 Cherry Avenue in San Bruno, California.
The rent per month is $5,430 with rent increasing three percent each year. The
rent for 2007 will be $5,593 per month and the lease expires July 2008.  On
June 1, 2006 Shanghai Intech the company's quality control division entered into
a one-year lease expiring June 1, 2007 for $3,998 per month. Additionally, the
rent for our electronics factory is $1,496 per month for approximately 1,800
square feet and expires on March 14, 2007. Shanghai Intech Precision, our die
cast factory's rent is $1,263 per month with the lease expiring March 14, 2007.
In addition, Worldwide leases space for its wholly owned subsidiary Chengde
Science & Technology Co., Ltd for $631 per year with the lease expiring
April 15, 2010.   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, 2007.    PART
II   ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS  (a) Market Information  Our stock is quoted on the OTC Bulletin Board under the
symbol "WEMU". Worldwide began trading on June 1, 2004.  The stock symbol
was changed on February 25, 2008 as a result of a name change from Worldwide
Manufacturing USA, Inc to Worldwide Energy and Manufacturing USA, Inc . There
are 2,047,363 shares outstanding. The below table provides the average low and
high bid and ask prices for the preceding quarters of 2007.  Year ended December 31, 2007BID
ASK1st
QTR
$
2.50
$8.002nd
QTR
$4.90
$5.803rd
QTR
$4.00
$5.704th
QTR
$4.85
$9.00  (b) Stockh
olders of Record  As of
December 31, 2007, there were approximately 197 stockholders of record . (c) Stock Split  -
12 -    The
Company had a Special Meeting on April 19, 2006 and approved a 1:15 reverse
stock split. Prior to the reverse stock split there were approximately
30,437,500 shares outstanding. After the split there were 2,030,863 shares
outstanding where fractions were rounded up.  In addition, after the split
the Companys stock symbol changed from WMFG to WWMU. The stock split became
effective April 21, 2006.  ( d ) Dividends  The
Company paid a $0 .01 per share dividend on May 1, 2007.The
company may or may not pay dividends in the future depending on company
performance.  (e) Equity Compensation Plans  Worldwide established a stock option plan for its employees on
April 1, 2004, in order to attract and retain qualified employees on behalf of
the Corporation, as well as provide employees with an opportunity to participate
in the growth of the Corporation.  Worldwide approved the authorization of
300,000 shares. As of December 31, 200 7 , no shares have been
exercised under this plan. The 2004 Stock Option Plan provides the opportunity
for employees to purchase shares at $6.00.   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.  -
13 -    Overview  We are an engineering, contract manufacturing and direct
manufacturing company, primarily servicing United States-based companies that
outsource their smaller scale production orders for offshore production in
China. From our inception in 1993 until 2005, we were strictly an intermediary
or middle man, working with our customers and our subcontractors to assure
that our customers received high quality components on a timely basis that
fulfilled their specific needs. While we still subcontract a significant portion
of our business, since 2005, we have begun the transition to becoming a direct
contract manufacturer, operating several of our own factories.  We feel that as a contract manufacturer, we are constrained in our
growth for a number of reasons. Many Fortune 500 and other large companies
either cannot, or choose not, to work with contract manufacturers preferring to
go directly to the source that can manufacture the product and thereby avoid the
additional expense of the middleman. This is particularly true for very large
orders, where the added cost of the middleman can have a material impact on the
customers bottom line. As a result, our revenues have for the most part been
limited to smaller scale production orders primarily (but not entirely) placed
by companies that are not among the largest companies in the United States or
elsewhere. Additionally, as a middleman we must share any potential gross profit
with the subcontracting factory. Therefore, our customers are generally smaller,
the orders they place are generally smaller and the income and profit we can
generate from those orders is of necessity limited because we are not directly
manufacturing the products. On the other hand, when we subcontract the actual
manufacturing of our customers products and components, we do not need to hire
factory employees, purchase materials, purchase and maintain manufacturing
equipment or incur the costs of the manufacturing facilities. To some extent,
these costs are built into the price charged by our subcontractors, but if we do
not place orders, we do not incur those costs.  Our management has carefully considered these factors and during
2004 made the strategic decision to move our company away from our historical
complete reliance on subcontractors. At the beginning of 2005 we did not own any
of our own factories and used as our suppliers of materials and labor
approximately 100 factories in China, mostly in Shanghai or the surrounding
area. During the first quarter of 2005, we acquired the assets of Chengde, a
factory that manufactures automobile air conditioning units, and in the fourth
quarter of 2005, we established a die-casting and machining factory through
leasing an existing facility from a former vendor and initially investing
approximately $500,000 to upgrade the equipment and manufacturing buildings. In
these transactions we acquired assets, the expertise of the employees, the
managers of the factories, and a portion of the existing customers of those
factories. In the third quarter of 2005, we also established an electronics
manufacturing factory. As a result, as of December 31, 2007, we own and operate
three factories that we now use for the manufacture of certain product lines
that we historically had to subcontract, and we are using the services of
approximately 40 subcontractors to manufacture those product lines for which we
do not have our own manufacturing capabilities. The establishment of these
factories, including asset purchases and factory upgrades, was funded primarily
by loans from Jimmy and Mindy Wang, our principal stockholder s
and executive officers as well as increased lines of credit. Our credit line
increased to $2.25 million with Golden Gate Bank from a $650,000 line with Wells
Fargo. In the future, we expect to continue to acquire or newly-establish
factories that will give us the capability to manufacture those product lines
our management believes are the most profitable.   -
14 -   In 2005, this transition did have an effect on our results of
operations.  Because we did not begin operating Chengde until September
2005, Intech Electronics until August 2005, and Intech Precision until December
2005, the impact on our results of operations for the year was not what we would
expect had the factories been in operation for an entire year. The impact of our
operation of these factories is as follows:  (i) For December 31, 2007, Chengde provided revenues of
approximately $267,000 and no net income compared to revenues of approximately
$399,000 and net profit of approximately $19,000 in the same period in December
2006. Revenue decline was the result of the companys plan to divest itself from
this factory in 2008 to focus on its new business plan of entering the solar
module industry.  (ii)  Shanghai Intech Precision Machinery Co. Ltd., generated revenues
of approximately $2,845,000 and a net income of approximately $257,000. In
2006 revenues were approximately $2,347,000. Revenue increased
approximately $498,000 or 21.1% while net profit increased from $27,000 in year
ending December 31, 2006 compared to net profit of $257,000 for year ending
December 31, 2007 or approximately $230,000. The reason for the increase in
revenues and profitability was due to new customers and orders as the company
continues to attract customers requiring die cast parts.  (iii) Shanghai Intech , the companys control arm and electronics
factory had revenues of approximately $5,969,000 in December 31, 2007 compared
to revenues of $6,067,000 for period ending December 31, 2006. The decline of
$98,000 or approximately 2% was the result of some business being shipped later
than expected including an order from Jar Systems. Net income was $287,000 for
period ending December 31, 2007 compared to net profit of approximately $800,000
in December 31, 2006. The decline was the result of an increase in operating
expenses from approximately $352,000 2006 compared to operating
expenses of $821,000 in the year ending December 31, 2007. Operating expenses
increased due to acquisition costs  and due diligence relating to De
Chuang, a power supply company with design capabilities that the company is
planning on acquiring along with the establishment of a new
solar module division for 2008.  With
the continuing transition into direct manufacturing, we expect to continue to
increase sales outside the United States, and in particular, increase the number
of customers in PRC and European countries with our solar modules. Our costs to
establish and improve these factories and enter new market with our solar
modules will increase along with sales and profits.  Through
the development of our product mix, which consists of foundry, machining and
stamping, electronics and fiber optics products lines, our business has become
more diverse. In the past, foundry and machining and stamping accounted for more
than 90% of our business. This percentage has decreased by approximately 10%
since forming our own factories now representing approximately 80% of our
business. The electronics product lines now account for approximately 16% of our
business as compared to approximately 6% in 2005.  Fiber optics remains
steady at approximately 4% of our business.  -
15 -   Generally, our operating results have been,
and will continue to be, affected by a number of factors, including the
following:  
our customers may cancel or delay orders or change
production quantities;
our operating results vary significantly from period to
period due to the mix of the manufacturing services we are providing, the
number and size of new manufacturing programs, the degree to which we
utilize our manufacturing capacity, seasonal demand, shortages of
components and other factors;
integration of acquired businesses and
facilities; and
managing growth and changes in our operations. We also are subject to other risks, including
risks associated with operating in foreign countries, changes in our tax rates,
and fluctuations in currency exchange rates.   Managements
Discussion for December 31, 2007  Financial
Condition  As of December 31, 2007, the current assets of Worldwide were
$8,210,711 compared to current assets as of December 31, 2006 of $6,599,094.
This represents an increase of $1,611,617 or approximately 24.4%. The increase
in current assets was the result of increases in cash of $672,024 and increases
in accounts receivable of $979,251 largely due to increase in revenues and 90
day terms granted to some of our larger customers. These increases were
partially offset by decrease in inventory of $170,786. Inventory was $2,503,934
in year ending December 31, 2006 compared to inventory of $2,333,148 for year
ending December 31, 2007 as management continues to focus on keeping inventory
at optimal levels.  Current liabilities at December 31, 2007 totaled $4,447,946
compared with $ 3,562,899 at December 31, 2006. This represents
an increase of $ 885,047 or  24.8%.  The increase in
current liabilities was due to an increase in short term credit lines of
$1,141,732, from $616,852 for year ending December 31, 2006 to $1,758,584 for
year ending December 31, 2007, in order to finance the companys growth for
potential new solar module orders. The increase was partially offset by paying
off related parties' payable of $542,374 in December of 2007.  Total assets were $ 8,762,841 at December 31, 2007 compared to
$7,127,847 at December 31, 2006. The increase of $ 1,634,994 or 22.9 % was the
result of increases in accounts receivables due to the companys growth, and
cash to prepare for potential new solar module orders.  Results of Operations  Net sales for the year ending December 31, 2007 were $12,132,710
compared to $11,409,300 for the year ending December 31, 2006, an increase of
$723,410 or approximately 6.3 %.  The primary result of this increase was
the increased sales at our die cast factory which had a revenue increase of
approximately $498,000 or 21.1% over last year and Worldwide which had an  -
16 -   increase of revenue of approximately $430,000 or 5.2%. Worldwide
had revenues of approximately $8,723,000 in the period ending December 31, 2007
, compared to approximate revenues of $8,293,000 in the year ending December 31,
2006. This increase at Worldwide was the result of increases in domestic sales
in the United States. Gross profit
increased by $395,664 to $3,782,089 (31% of sales) in 2007 compared to
$3,386,426 (30% of sales) in 2006. The profit margin improved by 1% reflecting
continued strong demand for the companys services.  Cost of goods sold for year ending December 31, 2007 was
$8,350,621 compared to $8,022,875 for the year ending December 31, 2006. This
increase of $327,746 or 4.1% was the result of greater sales.  Net profit for year ending December 31, 2007 was $575,674 compared
to $969,429 for the year ending December 31, 2007. The decrease of $393,755 or
40.6% was the result of higher general and administrative expenses relating to
our increase d costs in finding suitable acquisitions for the company along with
an increase in public costs. Net operating income before income taxes was
$509,948 or approximately 4% of sales compared to $930,492  or
approximately 8% of sales in 2006.The profit margin decrease
of 4% was due to  increases in general
and administrative expenses as described above.  The general and administrative expenses for year ending December
31, 2007 were $ 2,769,847 (22.8% of sales) compared to $1,997,530 (17.5% of
sales) for year ending December 31, 2006. The increase of $ 772,317 or 5.3
% was the result of higher general and administrative expenses
relating to our increase costs in finding suitable acquisitions for the company
along with an increase in public costs.  LIQUIDITY  The following is a summary of Worldwides cash flows from
operating, investing, and financing activities during the periods indicated:  Year ended December 31,2007
2006Operatingactivities
$264,386
$
252,751Investing
activities
$(791,302)
$
(14,922)Financing
activities
$1,117,369
$276,658Net effect on
cash
$672,024
$645,409 Historically, we have funded our operations and supported our
growth with cash provided by our net income, loans from Jimmy and Mindy Wang,
our principal stockholder s and the revolving line of credit
with Golden Gate Bank and previously Wells Fargo Bank.  On March 16, 2007
the Company paid off its line of credit with Wells Fargo in the amount of
$602,947 and established a new credit facility with Golden Gate Bank, a division
of Greater Bay Bank NA. Under the terms of a revolving line of credit agreement
with Golden Gate Bank dated February 14, 2008, the Company could borrow up to
$2,250,000 at 0.5% above the reported World Street Journal Prime through June
05, 2008.  Funds from these borrowings may be used for any purpose.
 The revolving line of credit is secured by the assets of the company and
guaranteed by its officers. On March 5, 2008 the amount used on the line of
credit was $1,646,660.  At December 31, 2007 and 2006, the balance on the
line of credit was $1,758,584 and $616,852, respectively.  -
17 -    At March 5, 2008 there is $603,340 still available at an interest
rate of 7.75%. In addition, net profits of the Company will be used to provide
capital for the expansion of inventory held for the convenience of customers,
and for acquiring additional equipment, if needed. The Company has never needed
to sell debt or equity securities to fund our operations.  For 2007, net cash provided by operations was $264,386, compared
to net cash provided by operations of $ 252,751 for the year ended December 31,
2006, an increase of $ 11,635. Net cash used in investing was $791,302 in 2007,
compared to net cash used of $ 14,922 in 2006. In 2007, $585,854 was used to pay
off a loan to related parties, and $205,448 was used for capital expenditures to
expand and upgrade our operations. The company anticipates further expansion in
2008 and will finance this growth through company profitability as well as
outside sources of funding if required. Net cash flows provided by financing
activities in 2007 was $1,117,369 compared to $276,658 in December 31, 2006. The
increase was due to proceeds from the company's line of credit as the company
prepares to expand its operations.  PLAN OF
OPERATION  Acquisitions and New Markets in 2007  We plan to continue our expansion efforts through further
acquisitions in 2008. We are presently evaluating a power supply factory in
Shanghai, China.  Additionally, the company plans on entering the solar
module industry in the first quarter of 2008.  Off-Balance Sheet Arrangements  We do not have any off-balance sheet arrangements that are
currently material or reasonably likely to be material to our financial position
or results of operations.  Critical Accounting Policies, Estimates and Judgments  This discussion and analysis of financial condition and results of
operations is based on our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and related disclosures. On an on-going basis, we evaluate our
estimates, including those related to property, plant and equipment,
inventories, revenue recognition, inventories, accounts receivable and foreign
currency transactions and translation. We base our estimates on historical
experience and on various other market-specific assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results, however, may differ
significantly from these estimates.  We believe the following critical accounting policies reflect the
more significant judgments and estimates used in the preparation of our
consolidated financial statements:   -
18 -   Property, plant and equipment  Property, plant and equipment are stated at historical cost and
are depreciated over the useful lives of the assets. Leasehold improvements and
capitalized leased equipment are amortized over the life of the lease. Repair
and maintenance expenditures that do not significantly add to the value of the
equipment or prolong its life are charged to expense as incurred. Gains and
losses on dispositions of property, plant and equipment are included in the
related periods statement of operations. Depreciation is computed primarily
using the straight-line method based on estimated useful lives, which range from
3 to 25 years.  Inventories  Inventories consist of finished goods of manufactured products.
Our inventory is based on customer orders and the duration of those orders. Cost
is stated at the lower of cost or market on a first-in, first-out (FIFO) basis.
We have not recorded an allowance for slow-moving or obsolete inventory.
Obsolete inventory at December 31, 2007 and 2006 was minimal.  Revenue Recognition  We recognize revenues in accordance with the guidelines of the
Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No.
104 Revenue Recognition. We recognize revenue from product sales when the
orders are completed and shipped, provided that collection of the resulting
receivable is reasonably assured. Amounts billed to customers are recorded as
sales while the shipping costs are included in cost of sales. Returns on
defective custom parts may only be exchanged for replacement parts within 30
days of the invoice date. Returns on defective parts, which can be resold, may
be exchanged for replacement parts or for a refund.  Revenue from
non-refundable customer tooling deposits is recognized when the materials are
shipped or when the deposit is forfeited, whichever is earlier.  Foreign Currency Transactions and Translation  Transaction gains and losses result from a change in exchange
rates between the functional currencies in which a foreign currency transaction
is denominated and the reporting currency. They represent an increase or
decrease in (i) the actual functional current cash flows realized upon
settlement of foreign currency transactions and (ii) the expected functional
currency cash flows on unsettled foreign currency transactions. All transaction
gains and losses are included in other income or expense. For all periods
presented, sales to customers were primarily denominated in U.S. dollars.  Assets and liabilities of Intech are translated into U.S. dollars
at the prevailing exchange rate in effect at each period end. Revenue and
expenses are translated into U.S. dollars at the average exchange rate during
the reporting period. Contributed capital is translated into U.S. dollars at the
historical exchange rate when capital was injected. Any difference resulting
from using the current rate, historical rate and average rate in determination
of retained earnings is accounted for as a translation adjustment and reported
as part of comprehensive income or loss in the equity section. Exchange
differences are recognized in the income statement in the period in which they
occur.  -
19 -    Management has discussed the development and selection of these
critical accounting policies with the Board of Directors and the Board has
reviewed the disclosures presented above relating to them.    ITEM 7. FINANCIAL STATEMENTS  See the following pages.              -
20 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES  INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS CONTENTS Report of Independent Registered Public Accounting
Firm                        
22Consolidated
Balance
Sheets                                                                    
23Consolidated
Statements of Operations and Other Comprehensive Income 24Consolidated
Statements of Stockholder s
Equity                                      25Consolidated
Statements of Cash
Flows                                                    
26Notes
to Consolidated Financial
Statements                                              
28     -
21 -     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM   To The
Board of Directors WORLDWIDE ENERGY AND MANUFACTURING USA, INC. San
Francisco, CA USA  We have
audited the accompanying consolidated balance sheets of WORLDWIDE ENERGY AND
MANUFACTURING USA, INC. and subsidiaries as of December 31, 2007 and 2006, and
the related consolidated statements of operations and other comprehensive income
, stockholders equity, and cash flows for the years ended December 31, 2007 and
2006. 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 audits.  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
controls over financial reporting. Our audits included consideration of internal
control over financial reporting, as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting.  Accordingly, we express no such opinion. An audit 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
audits provide a reasonable basis for our opinion.  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of WORLDWIDE ENERGY AND
MANUFACTURING USA, INC. and subsidiaries as of December 31, 2007 and 2006 and
the results of their operations and their cash flows for the years ended
December 31, 2007 and 2006, in conformity with accounting principles generally
accepted in the United States of America.   Child,
Van Wagoner & Bradshaw, PLLC Salt
Lake City, Utah March
20, 2008  -
22 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES    CONSOLIDATED BALANCE SHEETS December 31,

December 31,2 0 0 7

2 0 0 6Current assetsCash and cash equivalents
$
   2,111,825

$
   1,439,801Accounts receivable  net of allowance for doubtful
 a ccounts of $130,528 and $116,911,
respectively)
3,275,024

2,295,773Inventories
2,333,148

2,503,934Income
taxes receivable
82,131

74,027Loan
receivable
-

15,888Related
parties receivable
30,422

-Advances
to suppliers
260,540

223,775Prepaid
and other current assets
117,621

45,896Total current assets
8,210,711

6,599,094Property, plant
and equipment, net
545,494

492,608Other
assets
6,636

36,145Total
assets
$
 8,762,841

$
 7,127,847Liabilities and Stockholders EquityCurrent liabilitiesAccounts
Payable
$2,453,317

$2,308,537Related
Parties Payable
-

542,374Lines
of credit
1,758,584

616,852Accrued
expenses
156,524

59,696Current
portion of long-term debt (note 8 )
884

2,035Taxes
payable
78,637

33,405Total current liabilities
4,447,946

3,562,899Commitments and contingencies (Note 3
)Long-termliabilitiesLoan
payable to stockholder s
498,812

522,024TotalLong-termliabilities
498,812

522,024Total
Liabilities
4,946,758

4,084,923Stockholders'
equityCommon
stock ( no par value :
100,000,000 shares authorized; 2,047,363 shares issued and
outstanding
270,746

208,871Accumulated
other comprehensive income
295,225

159,615Retained earnings
3,250,112

2,674,438Total
stockholders equity
3,816,083

3,042,924Total
liabilities and stockholders' equity
$
 8,762,841

$
 7,127,847    The accompanying notes are an integral part
of the consolidated financial statements.   -
23 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE
INCOME  For the Year Ended December 31,2 0 0 7

2 0 0 6RevenuesRegular sales, net of returns of $0 in 2007
and $0 in 2006
$
     12,132,710

$
     11,409,300Cost of goods sold
(8,350,621)

(8,022,875)Gross profit
3,782,089

3,386,425Operating expensesOther selling, general and administrative
2,769,847

1,997,530Advertising
-

5,245Management and professional fees paid to
stockholders
(Note10)
210,000

126,000Allowance for bad debts
-

(43,265)Depreciation
106,480

97,546Total operating expenses
3,086,327

2,183,056Net operating income
695,762

1,203,369Other income (expense)Interest income
12,548

5,915Interest expense
(79,544)

(31,365)Interest expense paid to stockholder s
(Note 10 )
(17,371)

(65,996)Other income
254,265

-Exchange (Loss)
(355,712)

(181,431)Total other income (expense)
(185,814)

(272,877)Net income before income taxes
509,948

930,492Income tax benefit/(expense)
65,726

38,937Net income
575,674

969,429Other comprehensive income (loss)
Foreign currency translation adjustment
135,610

130,922Total other comprehensive income (loss)
$
       711,284

$
    1,100,351Earnings per share
$
            0.
28

$
            0.48Weighted average shares outstanding
2,
035 , 495

2,030,863   The
accompanying notes are an integral part of the consolidated financial
statements  -
24 -


WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OFSTOCKHOLDERS' EQUITY   Common Stock
No Par Value
Retained Earnings
Accumulated Other Comprehensive
Income
Total Stockholders EquityNumber of Shares
AmountBalance, December 31, 2005
2,030,863
$    208,871
$    1,705,009
$
           28,693
$     
1,942,573Net income for the year
-

969,429
-
969,429Comprehensive income  unrealized loss on foreign currency
translation
-
-
-
130 , 922
130,922Balance, December 31, 2006
2,030,863
208,871
2,674,438
159,615
3,042,924Shares issued at $ 3.75 per share for
service
16,500
61,875
-
-
61,875Net income for the year ended December 31, 2007
-
-
575,674
-
575,674Comprehensive income  unrealized loss on foreign currency
translation
-
-
-
135,610
135,610Balance, December 31, 2007
2,047,363
$ 270,746
$3,250,112
$
       295,225
$     
3,816,083    The
accompanying notes are an integral part of the consolidated financial
statements


-
25 -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS
OF CASH FLOWS  For the Year Ended December
31,2 0 0 7
2 0 0 6Cash flows from operating activitiesNet income
$
575,674
$
969,429Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation

106,480

97,546Allowance for bad debt

(75,349)

(107,724)Common stock issued for
services

61,875

-Gain on disposal on fixed
assets

-

-Changes in operating assets and liabilities:Accounts receivables

(787,967)

64,728Inventories

213,309

(1,208,083)Income taxes receivable

339

(65,770)Other receivable

-

37,174Advances to
suppliers

(32,765)

24,910Prepaid and other current
assets

(66,740)

117,439Accounts payable

800,624

(200,134)Accrued expenses

(615,741)

(38,724)Income taxes payable

36,192

19,586Advance payments

36,525

-Net
cash provided by
operating activities

252,456

252,751Cash flows from investing activitiesCapital
expenditure

(205,448)

(78,537)Loan
receivable-affiliate

-

63,615Loan to related
party

(585,854)

-Net cash used
in investing activities

(791,302)

(14,922)Cash flows from financing activitiesRepayment of
stockholder loan

(23,212)

(187,936)Due to related parties

16,305

542,374Principal payments on loan term
debt

(1,151)

(2,258)Proceeds from lines of
credit

1,141,732

466,852Net cash flows
provided by financing activities

1, 133 ,
674

276,658Effect of exchange rate changes on
cash

77,196

130,922     - 26 -    WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH
FLOWS  CONT. Years EndedDecember 312007

2006Net Increase in cash

672,024

645,409Cash- beginning of year

1,439,801

794,392Cash- end of year
$
2,111,825
$
1,439,801Supplemental disclosure of non cash investing and
financing activities:Interest paid in cash
$
93,296
$
97,475Income taxed paid in cash
$
96,768
$
69,143   The accompanying notes are an integral part
of the consolidated financial statements         - 27 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC.
AND SUBSIDIARIES Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006  1.
 SIGNIFICANT ACCOUNTING POLICIES  This
summary of significant accounting policies of the Company is presented to assist
in understanding the Companys financial statements.  The financial
statements and notes are representations of the Companys management, which is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.  Description
of Business  WORLDWIDE ENERGY AND MANUFACTURING USA, INC. (Worldwide, the
Company) is a direct manufacturer of die casting, electronics components, and
air-condition units for automobiles an, engineering firm and international
contract manufacturer, using factories in China.  Worldwide provides
services to several companies in the United States, primarily the aerospace,
automotive, and electronics industries.  Worldwide employs thirty-three
(33) 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 ENERGY AND
MANUFACTURING USA, INC. (Worldwide USA), a privately held operating company, in
a share exchange transaction.  The Company issued 27,900,000 shares of
common stock in the share exchange transaction for 100%, or 10,000 shares, 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
stockholder s of Tabatha III, Inc. agreed to surrender for
cancellation a total of 8,662,000 common shares held by them.  Total shares
outstanding after the Worldwide USA acquisition was 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 ENERGY AND MANUFACTURING USA, INC. in November 2003.  The
former stockholders of Worldwide USA acquired a majority of the issued and
outstanding common stock as a result 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 the
Company for all periods presented.  On
February 25 , 2005, the Company acquired a
company called Changchun Chengde Automobile Air-Conditioner
Co., Limited, which is the manufacturer of automobile air-conditioners. On
November 1 , 2005, the Company formed another company called
Shanghai Intech Precision Machinery Co., Ltd. which is engaged in the
manufacturing and trading of equipments. Both companies are 51% owned by Intech
and 49% owned by Worldwide.   - 28 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries   Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006  1.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Principles
of Consolidation  The
accompanying financial statements include WORLDWIDE ENERGY AND MANUFACTURING
USA, INC., a Colorado corporation (formerly Tabatha III, Inc.) and a public
company, its operating subsidiary, Worldwide USA , a California corporation, a
wholly owned subsidiary , Intech , and three subsidiary companies 51% owned by
Intech and 49% owned by Worldwide USA .  Intercompany transactions have
been eliminated in consolidation.  Property and equipment  Property and equipment are stated at historical cost and are
depreciated over the useful lives of the assets. Depreciation is computed
primarily using the straight-line method based on estimated useful lives, which
range from 3 to 25 years.  Impairment of Long-lived Assets  Long-lived tangible assets and definite-lived intangible assets
are reviewed for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable. The
Company uses an estimate of undiscounted future net cash flows of the assets
over the remaining useful lives in determining whether the carrying value of the
assets is recoverable. If the carrying values of the assets exceed the expected
future cash flows of the assets, the Company recognizes an impairment loss equal
to the difference between the carrying values of the assets and their estimated
fair values. Impairment of long-lived assets is assessed at the lowest levels
for which there are identifiable cash flows that are independent from other
groups of assets. The evaluation of long-lived assets requires the Company to
use estimates of future cash flows. However, actual cash flows may differ from
the estimated future cash flows used in these impairment tests.  Inventories  Inventories consist of finished goods of manufactured products.
 Cost is stated at the lower of cost or market on a first-in, first-out
(FIFO) basis.  The Company has not recorded an allowance for slow-moving or
obsolete inventory.  Obsolete inventory at December 31, 2007 and 2006 was
minimal.  Revenue
Recognition  The
Company recognizes revenues in accordance with the guidelines of the Securities
and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 104
Revenue Recognition.  The Company recognizes revenue from product sales
when the orders are completed and shipped, provided that collection of the
resulting receivable is reasonably assured.  Amounts billed to customers
are recorded as sales while the shipping costs are included in cost of sales.
Returns on defective custom parts may only be exchanged for replacement parts
within 30 days of the invoice date.  Returns on defective 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.   - 29 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries   Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006  1.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Advertising
Costs  The
Company generally expenses advertising costs as incurred.  Advertising
expenses charged to operations were $0 and $ 5,245 in 2007and
2006, respectively.  Repairs
and Maintenance  Repairs and maintenance of a routine nature are charged as
incurred to operations, while those that extend or improve the life of existing
assets are capitalized.  Income
Taxes  The
Company uses the asset and liability approach to financial accounting and
reporting for income taxes.  The differences between the financial
statement and tax bases of assets and liabilities are determined annually.
 Deferred income tax assets and liabilities are computed for those
differences that have future tax consequences using the currently enacted tax
laws and rates that apply to the period in which they are expected to affect
taxable income.  Valuation allowances are established, if necessary, to
reduce deferred tax asset accounts to the amounts that will more likely than not
be realized.  Income tax expense is the current tax payable or refundable
for the period, plus or minus the net change in the deferred tax asset and
liability accounts.  Intangibles  Patent
costs and other identifiable intangibles are capitalized and generally amortized
over useful lives of 15 years or less.   G oodwill
is assessed annually for impairment and is not
amortized.  Research
and Development  The
Company expenses the cost of research and development as incurred.  No
research and development costs were charged to operations during 2007 or 2006.  Cash
and Cash Equivalents  For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents.  Non-Cash
Equity Transactions  Shares
of other equity instruments issued for non-cash consideration are recorded at
the fair value of the consideration received, or at the value of the stock
given, considered in reference to contemporaneous cash sale of stock.    - 30 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries   Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006   1.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Estimates  The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts of assets and liabilities, as
well as footnote disclosures included in the financial statements and
accompanying notes.  Actual results may differ from those estimates and
such differences may be material to the financial statements.  The more
significant estimates include:  useful lives and residual values of fixed
assets, fair market values of inventory, goodwill and intangible impairment
tests, reserves for warranty, returns, and product liability losses, and credits
losses.  Accounting
Method  The
Companys financial statements are prepared using the accrual method of
accounting.  Foreign
Currency Transactions and Translation  Transaction gains and losses result from a change in exchange
rates between the functional currencies in which a foreign currency transaction
is denominated.  They represent an increase or decrease in (a) the actual
functional current cash flows realized upon settlement of foreign currency
transactions and (b) the expected functional currency cash flows on unsettled
foreign currency transactions.  All transaction gains and losses are
included in other income or expense.  For all years presented, sales to
customers were primarily denominated in U.S. dollars.  Assets
and liabilities are translated into U.S. dollars at the
prevailing exchange rate in effect at each period end.  Revenue and
expenses are translated into U.S. dollars at the average exchange rate during
the reporting period.  Contributed capital is translated into U.S. dollars
at the historical exchange rate when capital was injected.  Any difference
resulting from using the current rate, historical rate, and average rate in
determination of retained earnings is accounted for as a translation adjustment
and reported as part of comprehensive income or loss in the equity section.
 Exchange differences are recognized in the income statement in the period
in which they occur.  Fair
Value of Financial Instruments  Unless
otherwise indicated, the fair value of all reported assets and liabilities,
which represent financial instruments (none of which are held for trading
purposes), approximate the carrying values of such instruments.  At
December 31, 2007 and 2006, both short and long-term receivables in the amounts
of $ 2,543,951 and $1,576,944
, respectively, were pledged as collateral in connection with
bank loans.  Compensated
Absences  Employees of the Company are entitled to be compensated for
absences depending on job classification, length of service, and other factors.
 At December 31, 2007 and 2006, the minimal amounts unused by employees
could not be estimated, and accordingly, no provision is recorded.   - 31 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006   1.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Post-retirement
and Post-employment Benefits  Full
time employees of subsidiaries of the Company in the PRC participate in a
government mandated multi-employer defined contribution plan pursuant to which
certain pension benefits, medical care, unemployment insurance, employee housing
fund and other welfare benefits are provided to employees. Chinese labor
regulations require that the subsidiaries of the Company make contributions to
the government for these benefits based on certain percentages of the employees
salaries. Other than the employee defined contribution plan, neither the Company
nor its subsidiaries provide any other post-retirement or post-employment
benefits.   Concentrations,
Risks, and Uncertainties  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:  2007
2006Customer A
11%
12%Customer B
11%
11%Customer C
8%
6%  In
2007, the Companys two largest suppliers comprised 13% of its manufacturing
cost, likewise 13% during 2006.  The
Companys customers in the aerospace, telecommunications, automotive, and
electronics industries comprised the majority of its sales in 2007 and 2006.
 These four industries counted for 55% and 60% of the Companys sales in
2007 and 2006, respectively.  As part
of the production process, the Company may be required by its suppliers to
advance funds under short-term agreements for tooling and other pre-production
costs.  The loans are generally unsecured and may carry interest at the
prevailing market rate for short-term instruments.  Such tooling is in most
cases owned by the suppliers, and is a value primarily for the specific needs of
the Companys customers.  The Company in turn requires its customers to
provide a non-refundable down payment to cover such startup costs.  In the
event that a supplier is unable to fulfill its production agreements with the
Company, management believes that other suppliers can be found for the Companys
products.  However, a change in suppliers would cause a delay in the
production process, and could result in loss of tooling deposits and other
supplier advances, which could negatively affect the Companys operating
results.  At December 31, 2007 and 2006, the balance of advances owed to
the Company is $ 260,540 and $ 223,775,
respectively.  The
Company sells its goods and services internationally, although the majority of
its revenue is derived 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.    - 32 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries   Notes
to Consolidated Financial Statements Years
Ended December 31, 2006 and 2005  1.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Stock-Based
Compensation  The
Company accounts for employee stock option plans under the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and has adopted the disclosure only
provisions of Statement of Financial Accounting Standards No. 123 (R)
, Accounting for Stock-Based Compensation(SFAS
123(R)).  The Company accounts for equity instruments issued to
non-employees in accordance with the provisions of SFAS No. 123(R) and Emerging
Issues Task Force No. 96-18, Accounting for Equity Instruments that are
Issued to Other than Employees for Acquiring, or in Conjunction with Selling
Goods and Services.  Earnings
Per Share  The
Company adopted Statement of Financial Accounting Standard No. 128, Earnings
per Share (SFAS No. 128"), which is effective for annual periods ending
after December 15, 1997.  Earnings per share (EPS) are computed based on
the weighted average number of shares actually outstanding.  December 31, 2007
December 31, 2006Weighted
average number of common shares used
2,
035 , 495
2,030,863  Recent Accounting Pronouncements  In
February 2007, the Financial Accounting Standards Board (FASB) issued
Statement No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities - Including an amendment to FASB Statement No. 115. This statement
permits companies to choose to measure many financial instruments and other
items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. This Statement is expected
to expand the use of fair value measurement of accounting for financial
instruments. This statement applies to all entities, including not for profit.
The fair value option established by this statement permits all entities to
measure eligible items at fair value at specified election dates. This statement
is effective as of the beginning of an entitys first fiscal year that begins
after November 15, 2007.  The Company is currently assessing the impact
adoption of SFAS No. 159 will have on its consolidated financial statements.  In
December 2006, the FASB issued SFAS No. 157 Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosure about fair value
measurements.  The statement clarifies that the exchange price is the price
in an orderly transaction between market participants to sell the asset or
transfer the liability in the market in which the reporting entity would
transact for the asset or liability; that is, the principal or most advantageous
market for the asset or liability.  It also emphasizes that fair value is a
market-based measurement, not an entity-specific measurement, and that market
participant assumptions include assumptions about risk and effect of a
restriction on the sale or use of an asset. The provisions are effective for
fiscal years beginning after November 15, 2007.  The Company is currently
assessing the impact of the statement.   - 33 -   **WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries**   Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006  1.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent Accounting Pronouncements (Continued)  In December 2007, the
FASB issued SFAS No.141 (revised 2007), Business Combinations, SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements.  These
statements aim to improve, simplify, and converge internationally the accounting
for business combinations and the reporting of noncontrolling interests in
consolidated financial statements.  The
provisions of SFAS No. 141 (R) and SFAS No. 160 are effective for our fiscal
year beginning January 1, 2009.  The Company is currently assessing the
impact of these statements.  Exchange of non-monetary assets:  In
December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29. SFAS No. 153 addresses the
measurement of exchanges of nonmonetary assets and redefines the scope of
transactions that should be measured based on the fair value of the assets
exchanged. SFAS No. 153 is effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005.  The adoption of SFAS No.
153 did not have a material impact on the Company's financial statements or
results of operations.  Consolidation of Variable Interest Entities:  In January 2003, the FASB issued FASB Interpretation No. 46,
("FIN 46"), Consolidation of Variable Interest Entities ("VIE").
Until this interpretation, the Company generally included entities in its
consolidated financial statements only if it controlled the entity through
voting interests. FIN No. 46 requires a variable interest entity, as defined, to
be consolidated by a company if that company is subject to a majority of the
risk of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns. FIN No. 46 is effective for
reporting periods ending after December 15, 2003. The adoption of FIN No. 46 did
not have a material impact on the Company's Consolidated Financial Statements as
of December 31, 2005.  Conditional Asset Retirement Obligation:  In
March 2005, FASB issued FASB Interpretation (FIN) No. 47, Accounting for
Conditional Asset Retirement Obligations. FIN 47 clarifies that the term
Conditional Asset Retirement Obligation as used in FASB Statement No. 143,
Accounting for Asset Retirement Obligation, refers to a legal obligation to
perform an asset retirement activity in which the timing and/or method of
settlement are conditional on a future event that may or may not be within the
control of the entity. Accordingly, an entity is required to recognize a
liability for the fair value of a Conditional Asset Retirement Obligation if the
fair value of the liability can be reasonably estimated. FIN 47 is effective no
later than the end of fiscal years ending after December 15, 2005. The adoption
of FIN 47 did not have a material affect on the Companys financial position,
results of operations or cash flows.  - 34 -      WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries   Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006  1.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Accounting Changes and Error Corrections:  In May
2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
Accounting Changes and Error Corrections (SFAS No. 154), which replaced
Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3,
Reporting Accounting Changes in Interim Financial Statements. SFAS No.
154 changes the requirements for the accounting for and reporting of a change in
accounting principles. It requires retrospective application to prior periods
financial statements of changes in accounting principles, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. This statement is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
 The impact on the Companys operations will depend on future accounting
pronouncements or changes in accounting principles.  Accounting for Uncertainty in Income Taxes: In July 2006, the FASB issued FIN 48, Accounting for
Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109,
which clarifies the accounting for uncertainty in tax positions. This
Interpretation requires that the Company recognize in its consolidated financial
statements the impact of a tax position if that position is more likely than not
of being sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 are effective for the Company on January 1, 2007, with the
cumulative effect of the change in accounting principle, if any, recorded as an
adjustment to opening retained earnings. The Company is currently evaluating the
impact of adopting FIN 48 on its consolidated financial statements. Staff Accounting Bulletin: In September 2006, the SEC issued SAB No. 108, which provides
guidance on the process of quantifying financial statement misstatements. In SAB
No. 108, the SEC staff establishes an approach that requires quantification of
financial statement errors, under both the iron-curtain and the roll-over
methods, based on the effects of the error on each of the Companys financial
statements and the related financial statement disclosures. SAB No.108 is
generally effective for annual financial statements in the first fiscal year
ending after November 15, 2006. The transition provisions of SAB No. 108 permit
existing public companies to   - 35 -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006  1.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Staff Accounting Bulletin: (Continued)  record the cumulative effect in the first year ending after
November 15, 2006 by recording correcting adjustments to the carrying values of
assets and liabilities as of the beginning of that year with the offsetting
adjustment recorded to the opening balance of retained earnings. Management does
not expect that the adoption of SAB No.108 would have a material effect on the
Companys consolidated financial statements.  Accounting for certain hybrid financial instruments:  In February 2006 the
FASB issued SFAS No. 155, Accounting for certain Hybrid Financial Instruments,
an amendment of FASB No. 133 and 140, (SFAS 155), SFAS 155 permits fair value
remeasurement for any hybrid financial instruments that contains an embedded
derivative that otherwise would require bifuration in accordance with the
provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. Presently the company does not have any hybrid financial
instruments.  Inventory
costs:  SFAS No. 151,
Inventory Costs, an amendment of ARB No. 43, Chapter 4 (SFAS 151), SFAS 151
requires that abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage) be recognized as current period charges,
and that fixed production overheads be allocated to inventory based on normal
capacity of production facilities. SFAS 151 had no impact on the companys
consolidated financial statements.  Reclassifications  Certain
2006 balances have been reclassified to conform with the 2007 presentation.  2. CASH AND CASH EQUIVALENTS  Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist of cash and cash equivalents
and pledged deposits.  As of December 31, 2007, substantially all of the
Companys cash and cash equivalents were held by major banks located in the PRC
and United States, which management believes are high credit quality financial
institutions.  - 36 -     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006   3.
COMMITMENTS AND CONTINGENCIES  The
Company leases its office spaces and certain vehicles under non-cancelable
operating leases.  The Worldwide USA office lease requires increasing
annual payments plus a share of operating costs.  Minimum future rental
payments under non-cancelable operating leases with remaining terms in excess of
one year as of December 31, 2007 , in the aggregate and for
each of the five succeeding fiscal years are as follows:   Year ended December 312008
$ 133,9522009
83,6052010
25,280Total minimum future rental payment
$242,837   Total
rent and lease expense was $175,783 and $132,150 as of December 31, 2007 and
2006, respectively.  4. ACCOUNTS RECEIVABLE, NET  Accounts receivable by major categories are summarized as
follows:  2007

2006Accounts
Receivable  pledged to banks
$
2,543,951
$
1,576,944Accounts
Receivable  others

847,984

763,118$
3,391,935
$
2,340,062Less:
allowances for doubtful accounts

(116,911)

(44,289)Total
$
3,275,024
$
2,295,773  Under
the terms of a revolving line of credit agreement with Golden Gate Bank
indicated in note 7 , the revolving line of credit is secured
by 75% of accounts receivable and all business assets of the company and
guaranteed by its officers.  Concentrations in Accounts Receivable - At December 31, 2007, two
customers accounted for more than 10% of the Groups accounts receivable, with
total amounts of $ 672,186, representing 21% of total accounts
receivable in aggregate. At December 31, 2006, one customer accounted for more
than 10% of the Groups accounts receivable, with total amounts of $
252,207, representing 11% of total accounts receivable in
aggregate.   - 37 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006   5.  INVENTORIES  Inventories by major categories are summarized as follows:  2007

2006Raw materials

$ 254,265

$ 228,470Work in progress

-

46,080Finished goods

2,078,883

2,229,384$ 2,333,148

$2,503,934Less: allowances for slowing moving items

-

-Total

$ 2,333,148

$2,503,934  6.  PROPERTY AND EQUIPMENT Property and equipment, which is located in the USA and PRC,
consisted of the following at December 31, 2007: 2007

2006Vehicles

$
  174,663

$
  150,826Furniture & fixtures

4,496

4,496Equipment

768,734

620,309Software

35,461

35,461Leasehold improvements

9,170

9,170992,524

820,262Less: accumulated depreciation

447,030

344,975Total

$
  545,494

$
  475,287   - 38 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006    7.
 LINES OF CREDIT  As of
December 31, 2007, the Company has the following line of credit: Banker
Loan
period
Interest
rate
Secured
by

2007(1) Golden State Bank
3/2/2007-3/5/2008
WallStreet
journal prime + 0.5%
75% accounts
receivable + 40% inventory
$
1,220,000(2) Golden State Bank
3/2/2007-9/5/2011
WallStreet
journal prime + 0.5%
-

538,584$
1,758,584  On March 16, 2007 the Company paid off its line of credit with
Wells Fargo in the amount of $602,947 and established a new credit facility with
Golden Gate Bank, a division of Greater Bay Bank NA. Under the terms of a
revolving line of credit agreement with Golden Gate Bank dated February 14,
2008, the Company could borrow up to $2,250,000 at 0.5% above the reported World
Street Journal Prime through June 05, 2008.  Funds from these borrowings
may be used for any purpose.  The revolving line of credit is secured by
the assets of the company and guaranteed by its officers. On March 5, 2008 the
amount used on the line of credit was $1,646,660.  At December 31, 2007 and
2006, the balance on the line of credit was $1,758,584 and $616,852,
respectively.  At
March 5, 2008, there is $603,340 still available at an interest rate of 7.75%.  8.  LONG TERM
DEBT  As of
December 31, 2007, the Company has the following long-term loans:  December 312007An installment
loan payable to a finance company is secured by equipment, having a
carrying value of $884, and bears interest at 5.0% per annum.

$
884Less: current
portion


884Long-term
loans, less current portion

$
-Future
maturities of long-term loans are as follows as of December 31,
2007 :2008

$
884    - 39 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006   9. PENSION
PLAN AND STOCK OPTION PLAN  The Company
established a SEP plan for the benefit of all full-time employees. Contributions
to the plan are limited to a statutory amount per employee.  No
contributions were made for 2004 or 2005.  The Company also established a
stock option plan for its employees on April 1, 2004.  The Company approved
the plan to issue up to 300,000 shares of common stock.  The stock option
plan provides employees, consultants and directors the opportunity to purchase
shares.  The exercise price of an incentive stock option granted under this
plan must be equal to or greater than the fair market value of the shares of the
Companys common stock on the date the option is granted.  The exercise
price of a non-qualified option granted under this plan must be equal to or
greater than 85% of the fair market value of the shares of the common stock on
the date the option is granted.  An incentive stock option granted to an
optionee owning more than 10% of the voting stock must have an exercise price
equal to or greater than 110% of the fair market value of our common stock on
the date the option is granted. On April 1, 2004, the Board granted options to
purchase 109,213 shares at an exercise price of $6.00 per share.         - 40 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006   10. RELATED
PARTY TRANSACTIONS  The Company paid
wages in the amount of $210,000 to certain stockholder s, who
are also members of the Board of Directors, as of December 31, 2007.  Jimmy
and Mindy Wang, who are principal stockholder s, executive
officers and members of the Board of Directors of the Company, have advanced
funds to the Company for working capital purposes.  At December 31, 2007,
the Company owed Jimmy and Mindy Wang $498,812. The advances are interest
bearing at 8% per annum, with a default interest rate of 10%. All unpaid amounts
on this note are due in full on January 1, 2010.  The Company paid cash in
the amount of $17,371 for interest expense to Mr. and Mrs. Wang for the year
ended December 31, 2007.  11. INCOME TAXES  The
Company and its subsidiaries are included in a consolidated United States
federal and state income tax return. The Company computes its provision for
deferred federal income taxes using the liability method in which deferred tax
assets and liabilities are determined based on differences between financial
reporting and tax bases of assets and liabilities for the Company and each of
its subsidiaries, and are measured using the enacted tax rates.  Income
tax expense for the years ended December 31, 2007 and 2006 consists of the
following:   2006

Current

Deferred

TotalFederal
$
(1,700)
$
-
$
(1,700)State

-

-

-Foreign

-

-

-$
(1,700)
$
-
$
(1,700)  2007

Current

Deferred

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

3,134

-

3,134Foreign

4,893

-

4,893$
14,364
$
-
$
14,364  There were minimal NOLs and differences of
tax and book basis between assets and liabilities, therefore there is no
deferred tax asset recorded.  - 41 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2006 and 2005   12.
 OPERATING RISK  Interest rate risk  The
interest rates and terms of repayment of note payable and other
borrowings are disclosed in Note 7 and 8 .
 Other financial assets and liabilities do not have material interest rate
risk.  Concentrations of credit risk  Financial instruments that potentially subject the Company to
significant concentrations of credit risk primarily consist of cash and cash
equivalents, and accounts receivable. As of December 31, 2007, substantially all
of the Companys cash and cash equivalents were managed by two financial
institutions that management believes are high credit quality financial
institutions. The Company has approximately $1.9 million in cash, bank deposits
and money market funds in the PRC, which constitute about 90% of total cash and
cash equivalents. Historically, deposits in Chinese banks are secure due to the
state policy on protecting depositors interests. However, China promulgated a
new Bankruptcy Law in August 2006, which went into effect on June 1, 2007, which
contains a separate article expressly stating that the State Council may
promulgate implementation measures for the bankruptcy of Chinese banks based on
the Bankruptcy Law. Under the new Bankruptcy Law, a Chinese bank may go into
bankruptcy. In addition, since Chinas concession to WTO, foreign banks have
been gradually permitted to operate in China and have been severe competitors
against Chinese banks in many aspects, especially since the opening of Renminbi
business to foreign banks in late 2006. Therefore, the risk of bankruptcy of
those banks in which the Company has deposits has increased. In the event of
bankruptcy of one of the banks, which holds the Companys deposits, it is
unlikely to claim its deposits back in full since it is unlikely to be
classified as a secured creditor based on PRC laws.  Accounts receivable are typically unsecured and are derived from
revenue earned from customers in China. The risk with respect to accounts
receivables is mitigated by credit evaluations the Company performs on its
customers and its ongoing monitoring process of outstanding balances.  Currency convertibility risk  Substantially all of the Companys businesses are transacted in
RMB, which is not freely convertible into foreign currencies. On January 1,
1994, the PRC government abolished the dual rate system and introduced a single
rate of exchange as quoted daily by the Peoples Bank of China. However, the
unification of the exchange rates does not imply the convertibility of RMB into
US$ or other foreign currencies. All foreign exchange transactions continue to
take place either through the Peoples Bank of China or other banks authorized
to buy and sell foreign currencies at the exchange rates quoted by the Peoples
Bank of China. Approval of foreign currency payments by the Peoples Bank of
China or other institutions requires submitting a payment application form
together with suppliers invoices, shipping documents and signed contracts.  Companys operations are substantially in foreign countries  All of
the Company provided cable networks business are in China. The Companys
operations are subject to various political, economic, and other risks and
uncertainties inherent in China. Among other risks, the Companys operations are
subject to the risks of restrictions on transfer of funds; export duties,
quotas, and  - 42 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006   12.
 OPERATING RISK - (CONTINUED)  embargoes; domestic and international customs and tariffs;
changing taxation policies; foreign exchange restrictions; and political
conditions and governmental regulations.  Restrictions on transfer of assets out of China  Dividend payments by the Company are limited by certain statutory
regulations in China. The Company may pay no dividend without receiving first
prior approval from the Foreign Currency Exchange Management Bureau. Dividend
payments are restricted to 85% of profits, after tax.  13.
 SEGMENT INFORMATION  The
Companys operations are classified into five principal
reportable segments that provide different products or services.  Worldwide
USA 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 Changchun Chengde Automobile Air-Conditioner Co., Limited
(Changchun Chengde) which is located in Changchun City. The other entities are
all located in Shanghai each entity. Changchun Chengde sells automobile
air-conditioners while Shanghai Intech Precision Machinery Co., Ltd. performs
die casting of various parts.  Segmental
Data  2007 Reportable Segments (amounts
in thousands) WWMUSA

IntechElectro

ChangchunChengde

IntechPrecision

Shutai
Precision

TotalExternal
revenue
$
8,723

$
298

$
267

$
2,842

$
3

$
12,133Intersegment
revenue
-

5,671

-

-

-

5,671Interest
income
7

2

-

3

1

13Interest
expense
(79)

-

-

-



(79)Depreciation
under administrative expenses
(15)

(15)

(4)

(3)

-

(37)Net profit
after tax
(81)

(381)

-

255

(7)

214
(1)AssetsExpenditures
for long-lived assets
23

23

-

128

-

174  (1)
$ 5,010 in inter-company profit was eliminated in consolidation.   - 43 -    WORLDWIDE ENERGY AND MANUFACTURING USA, INC. and
Subsidiaries Notes
to Consolidated Financial Statements Years
Ended December 31, 2007 and 2006   13.
 SEGMENT INFORMATION - (CONTINUED)  Segmental
Data  2006 Reportable Segments (amounts
in thousands) WWMUSA

IntechElectro

ChangchunChengde

IntechPrecision

Shutai
Precision

TotalExternal
revenue
$
8,293

$
370

$
399

$
2,347

$
-

$
11,409Intersegment
revenue
-

5,697

-

-

-

5,697Interest
income
1

2

-

2

-

5Interest
expense
(31)

-

-

-

-

(31)Depreciation
under administrative expenses
16

58

2

5

-

81Net profit
after tax
(69)

800

274

27

-

977
(1)AssetsExpenditures
for long-lived assets
7

10

-

39

-

56  (1)
$ 55,363 in inter-company profit was eliminated in consolidation.   14. MANAGEMENT
AND PROFESSIONAL FEES  The Company paid
wages in the amount of $210,000 to certain stockholder s, who
are also members of the Board of Directors, as of December 31, 2007.  15.  STOCK TRANSACTION  On April 19, 2006, a Special Meeting was held to approve a 1:15
reverse stock split which was approved by the majority of the
stockholder s of Worldwide. Prior to the reverse stock split,
there were approximately 30,437,500 shares outstanding.  After the split
there are approximately 2,030,863 shares outstanding after stock split rounding
adjustments. In addition, as a result of the split, the Companys stock symbol
changed from WMFG to WWMU.  The stock split
became effective on April 21, 2006.  All stock information in these
financial statements has been restated to show the effects of the split.   - 44 -   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE  On or about January 1, 2006, Child, Sullivan & Company, the
principal accountant for WORLDWIDE ENERGY AND MANUFACTURING USA, INC. (the
"Company") changed its accounting practice from a corporation to a professional
limited liability company named Child, Van Wagoner & Bradshaw, PLLC.
 As this is viewed as a separate legal entity, the Company terminated its
accounting arrangement with Child, Sullivan & Company as principal
accountant and engaged Child, Van Wagoner & Bradshaw, PLLC, as the Company's
principal accountants for the Company's fiscal year ending December 31, 2005 and
the interim periods for 2005 and 2006.  The decision to change principal
accountants was approved by the Audit Committee of the Company's Board of
Directors and subsequently approved by the Board of Directors.  None of the reports of Child, Sullivan & Company, on the
Company's financial statements for either of the past two years or subsequent
interim period contained an adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting principles.  There were no disagreements between the Company and Child,
Sullivan & Company, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Child, Sullivan & Company, would have caused
them to make reference to the subject matter of the disagreement in connection
with its report. Further, Child, Sullivan & Company has not advised the
Registrant that:  1) information has come to the attention of Child, Sullivan &
Company which made it unwilling to rely upon management's representations, or
made it unwilling to be associated with the financial statements prepared by
management; or  2) the scope of the audit should be expanded significantly, or
information has come to the attention of Child, Sullivan & Company that they
have concluded will, or if further investigated might, materially impact the
fairness or reliability of a previously issued audit report or the
  underlying financial statements, or the financial statements issued
or to be issued covering the fiscal year ending December 31,
2005 .  On or about January 1, 2006. the Registrant
engaged Child, Van Wagoner & Bradshaw, PLLC as its principal accountant to
audit the Registrant's financial statements as successor to Child, Sullivan
& Company.  During the Registrant's two most recent fiscal years or
subsequent interim period, the Registrant has not consulted with the entity of
Child, Van Wagoner & Bradshaw, PLLC regarding the application of accounting
principles to a specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Registrant's financial
statements, nor did the entity of Child, Van Wagoner & Bradshaw, PLLC
provide advice to the Registrant, either written or oral, that was an important
factor considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting .    - 45 -   ITEM 8A. CONTROLS AND PROCEDURES  The
Securities and Exchange Commission defines the term disclosure controls and
procedures to mean a companys controls and other procedures that are designed
to ensure that information required to be disclosed in the reports that it files
or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commissions rules and forms.   The Company maintains such a
system of controls and procedures in an effort to ensure that all information
which it is required to disclose in the reports it files under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified under the SEC's rules and forms.  Based on an evaluation performed, the Company's certifying
officers have concluded that the disclosure controls and procedures were
effective as of December 31, 2007, to provide reasonable assurance of the
achievement of these objectives.  There was no change in the Company's internal control over
financial reporting during the fiscal year ended December 31, 2007, that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.  Managements
Annual Report on Internal Control Over Financial Reporting Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with
generally accepted accounting principles. Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework established by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) as set forth in
Internal Control - Integrated Framework. Based on our evaluation under the
framework in Internal Control - Integrated Framework, our management concluded
that our internal control over financial reporting was effective as of December
31, 2007. This annual
report does not include an audit or attestation report of our registered public
accounting firm regarding our internal control over financial reporting. Our
managements report was not subject to audit or attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only managements report in this annual report.   ITEM 8B. OTHER INFORMATION None     - 46 -   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
PositionJimmy
Wang
52
CEO, President,
and ChairmanMindy
Wang
50
Secretary,
Treasurer, and a DirectorJohn
Ballard
49
Chief Financial
Officer/Director 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 stockholder s 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 stockholder s and management under which
non-management stockholder s 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 ENERGY AND MANUFACTURING USA, INC. (California). He became
President, CEO and Chairman of the Colorado holding company of the same name on
September 30, 2003. From 1990 to 1995, Mr. Wang was the Sales Manager for MP
World Manufacturing, Inc. From September 1993 to May 1996 Mr. Wang and Mindy
Wang operated a sole proprietorship under the name Worldwide Manufacturing USA.
In 1996, Mr. Wang incorporated WORLDWIDE ENERGY AND MANUFACTURING USA, INC. In
1990, Mr. Wang earned a Masters Degree in Applied Economics from the University
of Minnesota, and in 1982 received a Bachelors of Science Degree in Economics
from the Shanghai Institute of Foreign Trade. Mr. Wang is the husband of Mindy
Wang.  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 ENERGY AND MANUFACTURING USA,
INC.  In  - 47 -   September 1996, Ms. Wang founded, with her husband, WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. She became Controller and Director of the
Colorado holding company of the same name on September 30, 2003. From 1991 to
1993 she was an accountant with Technology Power. The business of Technology
Power was assembling personal computers for retail and business customers. From
September 1993 to May 1996 Mr. Wang and Mindy Wang operated a sole
proprietorship under the name Worldwide Manufacturing USA. Ms. Wang earned the
equivalent of a Bachelors Degree in International Business from the University
of California at the Los Angeles Institute of Economics and Management in
Beijing and attended the Master's program of the Business Education of the
University of Minnesota. Ms. Wang is the wife of Jimmy Wang.  John
Ballard, Chief Financial Officer  John
Ballard became Chief Financial Officer of Worldwide and its California operating
subsidiary in September 30, 2003. John Ballard has more than fifteen years of
business management, project management, and accounting experience. From January
2002 to the present, Mr. Ballard has been a financial consultant and director of
Reveal Systems, Inc., a software development company and internet provider based
in Longmont, Colorado. Mr. Ballard recently helped to complete the acquisition
of Reveal Systems by Stewart Title in January of 2007. Mr. Ballard was the Chief
Financial Officer of Call Solutions Inc., a publicly traded company, from
October 1999 to November 2002. Call Solutions was in the business of opening
call centers. From 1997-1999, Mr. Ballard owned and operated various food
operations, Cookies 'N' Kreme and Lincoln Street Cafe in the Denver Metropolitan
Area. In 1993, Mr. Ballard retired and he traveled until 1997. From 1988 to
1993, Mr. Ballard was Chief Financial Officer for Apple Sundries, Inc., a Denver
retail chain. Since 1999, Mr. Ballard has been a major
stockholder , owning 10% or more, and a consultant in five
blank check companies, Tabatha I, Inc., Tabatha II, Inc., Tabatha III, Inc.
(Worldwide's predecessor), Tabatha IV, Inc., and Tabatha V, Inc. Mr. Ballard
holds a Bachelor of Science Degree in Management and Marketing from the
University of Colorado where he graduated Magna Cum Laude. Mr. Ballard also
holds a Masters of Business in Administration from Regis University.  Meetings and Committees of the Board of Directors  The
Board of Directors of the Company held one formal meeting during the fiscal year
ended December 31, 2006. All incumbent directors attended 100% of the Board
meetings held during their respective tenures, either in person, or
telephonically. The Board of Directors does not have nominating or compensation
committees, or committees performing similar functions.  We do not have an
audit committee. The entire Board of Directors serves as the audit committee.
Because of the small size of the Company and the risk attendant to a small
public company, we are currently unable to attract an audit committee financial
expert to our Board of Directors.  Code
of Ethics  On
August 27, 2004, the Company adopted a Code of Ethics.  Audit Committee Financial Expert  Worldwide does not have an audit committee. The entire board of
directors functions as the audit  - 48 -   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 $139,167 to Jimmy Wang,
President, $70,833 to Mindy Wang, Controller, and $24,000 to John Ballard, Chief
Financial Officer. Board members received no compensation in 2007 in 2006.  There are no retirement plans in place.            - 49 -   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
2004
$76,000
0
$0
(1)
2,000 (3)
0
0
$0
(2)Jimmy Wang
Pres., CEO
2005
$206,000
0
$0
(1)
1,334 (4)
0
0
$0
(2)Jimmy Wang
Pres., CEO
2006
$206,000
0
$0
(1)
0
0
0
$0
(2)Jimmy Wang
Pres., CEO
2007
$139,167
0
$0
(1)
0
0
0
$0
(2)Mindy Wang
Sec./Treas./ Controller
2004
$50,000
0
$0
(1)
2,000(3)
0
0
$0(2)Mindy Wang
Sec./Treas./ Controller
2005
$50,000
0
$0
(1)
1,334(4)
0
0
$0(2)Mindy Wang
Sec./Treas./ Controller
2006
$50,000
0
$0
(1)
0
0
0
$0(2)Mindy Wang
Sec./Treas./ Controller
2007
$70,833
0
$0
(1)
0
0
0
$0(2)John Ballard
Chief Financial Officer
2004
$24,000
0
$0
(1)
2,000(3)
0
0
$0(2) John Ballard
Chief Financial Officer
2005
$24,000
0
$0
(1)
1,334(4)
0
0
$0(2)John Ballard
Chief Financial Officer
2006
$24,000
0
$0
(1)
0
0
0
$0(2)John Ballard
Chief Financial Officer
2007
$24,000
0
$0
(1)
0
0
0
$0(2)Philip Zhang
General Manager
2005
$60,000
0
$0
(1)
68,000(5)
0
0
$0(2)Philip Zhang
General Manager
2006
$60,000
0
$0
(1)
0
0
0
$0(2)Philip Zhang
General Manager
2007
$60,000
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) S-8 shares of stock were issued in the amount of
5,000 shares on June 16, 2004. (4) Restricted Shares issue on October 3, 2005 for board
compensation (5)Mr. Zhang received 66,667 option shares
of the Issuer pursuant to an Option Agreement dated April 20, 2004. The
Agreement between Mr. Zhang and WORLDWIDE ENERGY AND MANUFACTURING USA, INC.
provides for 66,667 options exercisable at the price of $6.00. The options are
compensation for Mr. Zhang's management services to the Company. The options
were exercisable as of the date of the Agreement, and expire on April 20, 2014.
In addition, Mr. Zhang received 1,334 restricted shares for his services as a
Director  There are no non-competition agreements with any of
Worldwide's employees.  All share amounts reflect the 1:15 reverse stock split on
April 21, 2006.      - 50 -   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 March 15, 2006 (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 ClassCommon
Stock
Jimmy Wang
(1) (2)
WORLDWIDE
ENERGY AND MANUFACTURING USA, INC.
1142 Cherry
Street
San Bruno,
California 94066
1,620,954 (3)
79.4%Common
Stock
Mindy Wang(1) (2)
WORLDWIDE
ENERGY AND MANUFACTURING USA, INC.
1142 Cherry
Street
San Bruno,
California 94066
1,620,954 (3)
79.4%Common
Stock
John Ballard
 (1) (2)
WORLDWIDE
ENERGY AND MANUFACTURING USA, INC.
1142 Cherry
Street
San Bruno,
California 94066
69,394
3.2%Common
Stock
Philip Zhang
 (1) (2)
WORLDWIDE
ENERGY AND MANUFACTURING USA, INC.
1142 Cherry
Street
San Bruno,
California 94066
68,001 (4)
3.3%All officers
and directors as a group ( 4 in number)
1,758,449
85.9%  (1) The person listed
is a director of the Company. (2) The person listed
is an officer of the Company. (3) Jimmy and Mindy
Wang are husband and wife. Each holds directly 810,476 shares, but is deemed to
beneficially own the shares owned by the other. (4)Mr. Zhang received 66,667 option shares of the Issuer
pursuant to an Option Agreement dated April 20, 2004. The Agreement between Mr.
Zhang and WORLDWIDE ENERGY AND MANUFACTURING USA, INC. provides for 66,667
options exercisable at the price of $6.00. The options are compensation for Mr.
Zhang's management services to the Company. The options were exercisable as of
the date of the Agreement, and expire on April 20, 2014. In addition, Mr. Zhang
received 1,334 restricted shares for his services as a Director.  - 51 -     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS From time to time,
Jimmy Wang and Mindy Wang may loan money to Worldwide. As of December 31, 2007,
the Wangs have loaned $498,812 to the Company for operating capital and to
establish new manufacturing facilities. This note bears interest of 8% with
flexible terms and the note is due January 1, 2010.  This note was from
Jimmy and Mindy Wang, President and Secretary, respectively. Jimmy and Mindy
Wang are husband and wife.   ITEM 13. EXHIBITS  (a) The
Exhibits listed below are filed as part of this Annual Report.  3.1 Articles
of Incorporation (incorporated by reference from Registration Statement on Form
10-SB filed with the Securities and Exchange Commission on October 11,
2000).  3.2 Bylaws
(incorporated by reference from Registration Statement on Form 10-SB filed with
the Securities and Exchange Commission on October 11, 2000).  4.1 Specimen
Common Stock Certificate (incorporated by reference from Registration Statement
on Form 10-SB filed with the Securities and Exchange Commission on October 11,
2000).  4.2 Specimen
Class A Convertible Preferred Stock Certificate (incorporated by reference from
Registration Statement on Form 10-SB/A filed with the Securities and Exchange
Commission on October 11, 2000).  10.1 Common
Stock Purchase Warrant (incorporated by reference from Form 10-KSB filed with
the Securities and Exchange Commission on September 27, 2001).  14 Code
of Ethics (incorporated by reference from Form 10-KSB filed with the Securities
and Exchange Commission on March 31, 2005.).  31.1 Certification
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934, as amended.  31.2 Certification
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934, as amended.  32.1 Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.  32.2Certification pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. - 52 -      ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  Audit-Related
Fees  The aggregate fees
billed by Child, Sullivan & Company for the audit of the Companys annual
financial statements were $32,000 with $5,000 being paid for the review of the
Companys statements included in its quarterly reports on Form 10-QSB during
year ending December 31, 2007. The total fees paid in 2006 were $37,000.  Child, Sullivan &
Company did not bill the Company any amounts for assurance and related services
that were related to its audit or review of the Companys financial statements
during the fiscal years ending December 31, 2006 or December 31, 2005.  Tax Fees  The aggregate fees
billed by Child, Van Wagoner & Bradshaw, PLLC for tax compliance, tax advice
and tax planning were $0 for fiscal year ended 2007 and $0 for the fiscal year
ended 2006.  The aggregate fees
billed by Child, Sullivan & Company for tax compliance, tax advice and tax
planning were $0 for fiscal year ended 2006 and $0 for the fiscal year ended
2005.  All Other Fees  Child, Van Wagoner
& Bradshaw, PLLC did not bill the Company for any products and services
other than the foregoing during the fiscal years ended 2007 and 2006.  Audit Committees pre-approval policies and procedures.  We do
not have an audit committee. The Board of Directors approved our engagement of
Child, Van Wagoner & Bradshaw, PLLC. No services described in Item 9(e) (2)
through 9(e)(4) of Schedule 14A were performed by our auditors.    - 53 -    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 on May 19, 2008.   WORLDWIDE ENERGY
AND MANUFACTURING USA, INC.  By: /S/ JIMMY
WANG Jimmy Wang, CEO,
President and Director  Date: May 19,
2008  Pursuant to the
requirements of the Securities Exchange Act of 1934, the following persons on
behalf of the Registrant and in the capacities have signed this report below on
April 13, 2008.  By
/s/ Jimmy Wang, CEO, President and Director  Date: May 19,
2008   By /s/ Mindy Wang,
Secretary, Treasurer and a director  Date: May 19,
2008   By /s/ John Ballard,
Chief Financial Officer / Principal Accounting Officer  Date: May 19,
2008    - 54 -