UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-KSB



[X]    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2005



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

For the transition period from to ______





WORLDWIDE 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 Street                                             |                         
|San 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: $8,713,431.



The aggregate market value of the voting stock held by non-affiliates of the registrant as of April



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13, 2006 is approximately $1,728,537.



The number of shares outstanding of the issuer's classes of Common Stock as of March 15, 2006:



Common Stock, no par value, 30,437,500 shares



Transitional Small Business Disclosure Format Yes [  ] No [X]





DOCUMENTS INCORPORATED BY REFERENCE: NONE



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WORLDWIDE MANUFACTURING USA, INC.

2005 ANNUAL REPORT ON FORM 10-KSB

INDEX





PART I

4

ITEM 1.

DESCRIPTION OF BUSINESS

4

ITEM 2.

DESCRIPTION OF PROPERTY

14

ITEM 3.

LEGAL PROCEEDINGS

14

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

14

PART II

14

ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

14

ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

15

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

19

CONSOLIDATED BALANCE SHEETS

20

CONSOLIDATED STATEMENTS OF OPERATIONS

21

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

22

CONSOLIDATED STATEMENTS OF CASH FLOWS

23

Notes to Consolidated Financial Statements

25

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE37

ITEM 8A.

CONTROLS AND PROCEDURES

38

ITEM 8B.

OTHER INFORMATION

38

PART III

38

ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT38

ITEM 10.

EXECUTIVE COMPENSATION

41

ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

42

MANAGEMENT

42

ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

44

ITEM 13.

EXHIBITS

44

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

45

SIGNATURES

46



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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 shareholders to easily dispose of their shares.



2.  Because we work under short-term contracts, it is very difficult to forecast our operational and cash needs.



Contract manufacturing service providers must provide increasingly rapid product turnaround for their customers. We generally do not obtain firm long-term purchase commitments from our customers. Customers may cancel their orders, change production quantities, or delay production because of consumer demand or technological changes; however, we are often obligated to expend significant amounts for retooling or other start-up costs of manufacturing. Any costs due to cancellations, reductions, customer returns and/or delays by a significant customer or by a group of customers might not be recoverable. The loss could be greater than our projected profit on the contract, resulting in a net loss for the contract. The short-term nature of our customers' commitments and the possibility of rapid changes in demand for their products reduces our ability to estimate accurately future customer requirements. On occasion, customers may require rapid increases in production, which can stress our resources and reduce margins. Although we have several manufacturing facilities in China that we do business with, there can be no assurances we will have sufficient capacity at any given time to meet our customers demands. We could lose orders or fail to complete orders in a timely manner. In addition, because many of our costs and operating expenses are relatively fixed, any reduction in customer demand can adversely affect our gross margins and operating income.



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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, Crosman Corporation and Pacific Scientific-CA accounted for approximately 52% of consolidated net sales in 2005 compared to 46% of consolidated net sales in the year ending 2004. Our two largest contract manufacturers are now Shanghai Xinli Trading Company Ltd. and Shanghai ShangJi Tool Co. Ltd., and they accounted for $302,150 or 3.2% and $261,026 or 2.6% respectively of the total materials purchased by Worldwide for the period ending December 31, 2005. Likewise for the period ending December 31, 2004, Worldwide's largest suppliers were Shanghai Xinli Trading Company Ltd. and Shanghai ShangJi Tool Co. Ltd., and they accounted for $530,233 or 6.9% and $465,640 or 5.9% 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.



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



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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 would 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. We were formed as a "blind pool" or "blank check" company whose business plan was to seek to acquire a business opportunity through completion of a merger, exchange of stock, or other similar type of transaction. In furtherance of our business plan, we voluntarily elected to become subject to the periodic reporting obligations of the Securities Exchange Act of 1934 by filing a registration statement on Form 10SB.



Prior to our identification of Worldwide Manufacturing USA, Inc., a privately held California corporation, ("Worldwide USA") as an acquisition target, our only business activities were the organizational activities described above, including registration under the Securities Exchange Act of 1934, and efforts to locate a suitable business opportunity for acquisition.



On September 30, 2003, we acquired all of the issued and outstanding common stock of Worldwide USA in a share exchange transaction. We issued 27,900,000 shares in the share exchange transaction for 100% or 10,000 of the issued and outstanding shares of Worldwide USA's common stock. As a result of the share exchange transaction, Worldwide USA became our wholly owned subsidiary.



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The former stockholders of Worldwide USA acquired 93% of our issued and outstanding common stock as a result of completion of the share exchange transaction. Therefore, although Worldwide USA became our wholly owned subsidiary, the transaction was accounted for as a recapitalization of Worldwide USA, whereby Worldwide USA is deemed to be the accounting acquirer and is deemed to have adopted our capital structure. No finder's fee was 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, and 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. The total price was for $300,000 with the following payment schedule: The first payment of $120,000 will be paid by March 28, 2005.  The final payment will be issued in March, 2006 and bear a restrictive legend. 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 Shanghai, China. The new company, Shanghai Intech Electronics Manufacturing Company will be a wholly-owned subsidiary of Worldwides quality control arm and wholly-owned subsidiary 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 Lizun Precision Mechancial Products Manufacturing Ltd. (Lizun) on October 3, 2005.  Lizun will be a wholly-owned subsidiary of Worldwides quality control arm and wholly-owned subsidiary Shanghai Intech Electro_Mechanical Products, Ltd (Intech). This factory performs die casting and machining services for the automotive, motorcycle, telecommunications and home supply industries. Lizun is located in the suburbs of Shanghai, China 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.





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General



Incorporated in California in 1996, Worldwide Manufacturing USA, Inc. 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 Mechancial Products Co (Intech), the quality control arm of the company, Chengde Science & Technology (Chengde), is a direct manufacturer of air conditioner units for automobiles, Shanghai Intech Electronics Manufacturing Company an electronics factory and Shanghai Lizun Precision Mechancial Products Manufacturing Ltd. (Lizun) a die casting and machining factory. Its products are manufactured in factories in China. A contract manufacturer locates factories capable of producing customer parts according to desired specifications and quality standards imposed by the customer. The contract manufacturer hires subcontractors (factories) that provide the plant, equipment, manufacturing working capital and factory labor. Worldwide provides sales, management, production control and technical support. Worldwide's goal is to timely deliver high quality components at manufacturing costs that are at least fifty percent (50%) less than what Worldwide's customers would pay for similar parts in the United States. As a contract manufacturer, Worldwide does not manufacture customer parts with the exception of car air condition units, but subcontracts to factories that produce these parts. Worldwide's role is to ensure that the parts meet specifications and quality standards imposed by our 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 primarily produces air conditioning units for automobiles primarily in Asia.



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 twenty-five (25) staff engineers. As an engineering firm, Intech provides technical advice, design, delivery, material procurement, and manufacturing quality control services to companies in the United States seeking to manufacture or purchase components from manufacturers in China. The quality control procedures used by Intech and Worldwide are described below from start to finish:





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



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



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



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



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



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Material Audit (Inspection One)



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



In-Process Inspection (Inspection Two)



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



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



- the customer accepts the postponed date from the factory;

- the customer allows a few dates in the production cycle to be delayed, but does not accept our proposed delivery date. In this case, our Shanghai office either requests the factory to work overtime to finish the order on time, or switches from ocean shipping to air shipping or from air shipping to UPS express at our cost.

- the customer does not approve a delay. In this case, we will require the factory to run production at full capacity regardless of the cost and change the shipping method from ocean to air or from air to UPS to meet the schedule. If all the efforts are exhausted and we still cannot finish that order, we will ship a partial order on time and make up the difference in the shortest time frame possible.



Final Inspection (Inspection Three)



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



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



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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.



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Once the order for the customer is produced and accepted by the customer, the customer is billed for the rest of the tooling as well as for the parts. The customer has sixty (60) days to mail the full payment to Worldwide. All of Worldwide's active subcontractors have received the International Standard Organization-9000 certification. ISO-9000 certifications are certificates issued by the International Manufacturing Board that rates the quality of manufacturers on the basis of that factory producing consistent quality parts. These certifications are issued to each factory after its management receives the prerequisite training.



The unique business relationships between Worldwide and its subcontractors allow Worldwide to offer its customers' lower manufacturing costs, and at the same time maintain high standards of quality and meet delivery schedules.



Worldwide's success stems from the following factors:



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

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being able to handle almost everything in the hardware category of the hi-tech industry;

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providing engineering services, and

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the ability to coordinate and plan for complete turnkey assemblies.



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



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setting inspection criterion for manufacturers;

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conducting material auditing, in process inspection, and the final inspection;

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signing three percent incentive and penalty agreements with manufacturers, and

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providing incentive-reward packages to Worldwide's quality control employees.



Worldwide's quick turn-around time compared with other offshore suppliers is ensured by:



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committing 60-75 days for completing difficult tooling and two-to-six weeks for easy tooling;

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committing 30-60 days for first delivery, and seven days for the deliveries afterwards;

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inspectors tracking production progress, and

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signing three percent incentive and penalty agreements with manufacturers



Worldwide's pricing is competitive.



Worldwide offers:



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significant flexibility towards customers' needs;

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it hires local people to inspect the quality of the parts;

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it arranges Kanban inventory for 24-hour delivery; and

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it responds quickly to customer questions and concerns.



Additionally, Worldwide has a customer reception office at its Shanghai subsidiary, which makes arrangements for its customers airline tickets, and hotels at a discounted rate, along with providing local transportation and language interpretation.



Worldwide is able to provide its customers with the considerable cost advantages while



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eliminating the disadvantages of quality and delivery issues frequently experienced by companies, which have direct contracts with manufacturers in China.



Since Worldwide primarily employs engineers and engages a broad variety of subcontractors, Worldwide is able to manufacture parts for a broad range of industries. As demand for manufacturing slows for a particular product, industry or sector, Worldwide is able to remain flexible as a result of its being in a position to pursue opportunities to manufacture other products.  There are no special governmental regulations or governmental approvals with respect to our business.



Suppliers and Customers



Our two largest contract manufacturers are now Shanghai Xinli Trading Company Ltd. and Shanghai ShangJi Tool Co. Ltd., and they accounted for $302,150 or 3.2% and $261,026 or 2.6% respectively of the total materials purchased by Worldwide for the period ending December 31, 2005. Likewise for the period ending December 31, 2004, Worldwide's largest suppliers were Shanghai Xinli Trading Company Ltd. and Shanghai ShangJi Tool Co. Ltd., and they accounted for $530,233 or 6.9% and $465,640 or 5.9% respectively of the total materials purchased by Worldwide.  The customers listed below represented approximately 52% of Worldwide's revenues  in 2005 and  56% in the year ending December 31, 2004. Worldwide Manufacturing has no agreements with any of these suppliers.



|                                             |                      |            |                      |           
|-------------------------------------------- | -------------------- | ---------- | -------------------- | ----------
|Name of Customer                             | Amount of Sales 2005 | % of Sales | Amount of Sales 2004 | % of Sales
|Joslyn Manufacturing Co, LLC (Maclcan Power) | $1,259,994           | 14.5       | $949,514             | 14.2      
|Joslyn Sunbank, Inc.                         | $1,004,896           | 11.5       | $956,864             | 14.3      
|Radio Waves Corp.
(Smith Industry)           | $1,063,370           | 12.2       | $798,230             | 11.9      
|Teleflex Electrical, Inc                     | $480,539             | 5.5        | $378,945             | 5.7       
|Crosman Corporation                          | $187,726             | 2.1        | 344,530              | 5.1       
|Pacific Scientific-CA                        | $570,539             | 6.5        | $342,196             | 5.1       



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 Manufacturing is a small competitor in this multi billion dollar industry. If overall demand for contract manufacturing services should decrease, this could result in substantial pricing pressure which would negatively affect revenue and net profit for Worldwide.



Employees



Worldwide currently employs one hundred and sixty employees, including 25 staff engineers and 13 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.



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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 $7135 with rent increasing three percent each year with the last year's rent of the lease being $7,466. The Company has office/ warehouse space located in Shanghai, China. On June 1, 2001, Shanghai Intech Electro-Mechanical entered into a lease for $1,448 per month for approximately 1,800 square feet of rentable space. The term of this lease expires May 31, 2006. In addition, Worldwide leases space for its wholly owned subsidiary Chengde Science & Technology Co., Ltd for 516 per month through 2008.



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, 2005.



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 "WMFG". Worldwide began trading on June 1, 2004. There are 30,437,500 shares outstanding. The below table provides the average low and high bid and ask prices for the preceding quarters of 2005.



|        |                              |      
|------- | ---------------------------- | -----
|        | Year ended December 31, 2005
|        | BID                          | ASK  
|1st QTR | $ .30                        | $ .58
|2nd QTR | $.29                         | $.51 
|3rd QTR | $.31                         | $.51 
|4th QTR | $.33                         | $.53 



(b)

Holders



As of December 31, 2005, there were approximately 196 record holders of Company common stock.





- 14 -



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(c)

Dividends



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



(d)

Equity Compensation Plans



Worldwide has 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 that up to 4, 500,000 shares will be authorized. As of December 31, 2004, no shares have been exercised under this plan. The 2004 Stock Option Plan provides the opportunity for employees to purchase shares at $.40.



ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS



Certain statements in this report, which are not statements of historical fact, are what are known as "forward-looking statements," which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Words such as "plans," "intends," "hopes," "seeks," "anticipates," "expects, "and the like, often identify such forward looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward-looking statements include statements concerning our plans and objectives with respect to our present and future operations, and statements, which express or imply that such present and future operations will or may produce revenues, income or profits. In evaluating these forward-looking statements, you should consider various factors, including those described in this report under the heading "Risk Factors" in Part I, Item 1, Business. These and other factors may cause our actual results to differ materially from any forward- looking statement. We caution you not to place undue reliance on these forward-looking statements. Although we base these forward-looking statements on our expectations, assumptions, and projections about future events, actual events and results may differ materially, and our expectations, assumptions, and projections may prove to be inaccurate. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.



Managements Discussion for December 31, 2005



Financial Condition



As of December 31, 2005, the current assets of Worldwide were $4,916,119 compared to current assets in year ending December 31, 2004 of $2,199,978. This represents an increase of $2,716,141 or approximately 123%. The increase in current assets was the result of increases in accounts receivable of $917,634 due to increases in customer orders. Additionally, inventory increased by $714,000 from $581,851 in December 31, 2004 to $1,295,851 in year ending December 31, 2005 this was the result of managements decision to carry surplus inventory to create a faster turnaround for customer orders.  In addition the increase in current assets was the result of



- 15 -



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advances to suppliers which was $248,685 in December 31, 2005 to provide materials to our recently established factories in China. Current liabilities at December 31, 2005 totaled $3,483,895 compared with $1,311,219 at December 31, 2004. This represents an increase of $2,172,676 or 166%.  The increase in current liabilities was due primarily to a loan payable to shareholders of $709,960 to help finance the establishment of Shanghai Intech Electronics Manufacturing Company where Worldwide purchased approximately $250,000 worth of electronics equipment from Opel Technology, a former Worldwide electronics vendor and the establishment of Shanghai Lizun Precision Mechanical Products Manufacturing Company on October 3, 2005. Additionally, the increase in current liabilities was the result of an increase of $1,338,153 in accounts payable or 114% due to purchases made to expand our business. Total assets were $5,427,736 in December 31, 2005 compared to $2,621,760 in December 31, 2004. The increase of $2,805,976 or 107% was the result of the establishment of two new factories.



Results of Operations



Net sales for the year ending December 31, 2005 were $8,713,431 compared to $6,700,593 in December 31, 2004, an increase of $2,012,838 or approximately 30%.  Approximately $297,315 was the result of revenue from our new factories. Gross profit increased by $ 254,789 to $2,802,014 (32% of sales) compared to $2,547,225 (38% of sales) in December 31, 2004. The profit margin decreased 6% reflecting the $250,000 in purchased of materials and equipment for the new factories. Without these purchases the 35 to 40 percent in gross margins would have been realized. The Company continues to concentrate on obtaining orders that will provide a targeted 35% to 40% gross margin. Cost of goods sold for year ending December 31, 2005 was $5,911,417 compared to $4,153,368 on December 31, 2004. This increase of $1,758,049 or 42% was the result of higher sales and purchasing new materials for the new factories. Net profit for year ending December 31, 2005 was $581,166 compared to $521,486 for December 31, 2004. The increase of $59,680 or 11% was the result of greater sales. Net operating income before income taxes was $579,466 or approximately 7% of sales compared to $777,978 or approximately 12% of sales in 2004.The reason for the decrease in net profit and profit percentage was the result of acquisition costs and the writing off of $152,013 in bad debts.

The general and administrative expenses for year ending December 31, 2005 were $1,717,150 compared to $1,291,813 for year ending December 31, 2004. The increase of $425,337 or 33% was the result of the Companys expansion of its workforce and increased costs of being a public company.



Liquidity and Capital Resources



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



|                     |                         |           
|-------------------- | ----------------------- | ----------
|                     | Year ended December 31,
|                     | 2005                    | 2004      
|Operating Activities | $36,929                 | $334,136  
|Investing activities | $(179,783)              | $(16,534) 
|Financing activities | $738,815                | $(273,829)
|Net effect on cash   | $624,654                | $43,773   





- 16 -



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In 2005, operating cash flows were generated by Worldwides net income and shareholder loan of $709,960. For 2004, operating cash flows were generated by Worldwides net income and were reduced by the retirement of $273,829 in debt due to shareholder loans.

In 2005, Worldwide invested $198,428 in order to expand its business and further its business plan of establishing new factories. In 2004, Worldwide invested $16,534 to update office equipment and accounting software.

Worldwide borrowed $709,906 from shareholders in 2005 as well as borrowing on its line of credit in the amount of $48,919 for expansion of its business moving toward being a direct manufacturer of several products groups .In 2004, Worldwide reduced its debt repaying a shareholder loan of $220,000 plus $53,829 for lines of credit and principal payments on long-term debt. Worldwide has available as of March 09, 2006 $310,000 line of credit with a bank, secured by assets, through March 15, 2007 at bank prime plus 0.5%. The current interest rate is 8%.







ITEM 7.

FINANCIAL STATEMENTS



See the following pages.



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WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

|                                                        |        
|------------------------------------------------------- | -------
|                                                        | Page   
|Report of Independent Registered Public Accounting Firm | 19     
|Consolidated Balance Sheets                             | 20     
|Consolidated Statements of Operations                   | 21     
|Consolidated Statements of Shareholders Equity         | 22     
|Consolidated Statements of Cash Flows                   | 23 - 24
|Notes to Consolidated Financial Statements              | 25 - 36









- 18 -



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Child, Van Wagoner & Bradshaw, PLLC

A Professional Limited Liability Company of CERTIFIED PUBLIC ACCOUNTANTS

______________________________________________________________________

1284 W.  Flint   Meadow   Dr., Suite D, Kaysville, UT 84037           PHONE: (801) 927-1337 FAX: (801) 927-1344

5296 S. Commerce Dr., Suite 300, Salt Lake City, UT 84107

PHONE: (801) 281-4700 FAX: (801) 281-4701





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To The Board of Directors

Worldwide Manufacturing USA, Inc.

San Francisco, CA USA



We have audited the accompanying consolidated balance sheets of Worldwide Manufacturing USA, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders equity, and cash flows for the years ended December 31, 2005 and 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with 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 Manufacturing USA, Inc. and subsidiaries as of December 31, 2005, and the results of their operations and their cash flows for the years ended December 31, 2005 and 2004, in conformity with accounting principles generally accepted in the United States of America.





Child, Van Wagoner & Bradshaw, PLLC

Salt Lake City, Utah

April 10, 2006



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WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|                                                                                                    |               |  |                
|--------------------------------------------------------------------------------------------------- | ------------- |  | ---------------
|                                                                                                    | December 31,  |  | December 31,   
|                                                                                                    | 2 0 0 5       |  | 2 0 0 4        
|Assets                                                                                             
|                                                                                                    |               |  |                
|Current assets                                                                                      |               |  |                
|Cash and cash equivalents                                                                           | $    794,392  |  | $   169,738    
|Accounts receivable  net of allowance for doubtful Accounts of $130,528 and $14,000, respectively) | 2,252,778     |  | 1,335,144      
|Inventories                                                                                         | 1,295,851     |  | 581,851        
|Income taxes receivable                                                                             | 8,256         |  | 61,895         
|Loan receivable                                                                                     | 37,174        |  | -              
|Loan receivable - affiliate                                                                         | 103,210       |  | -              
|Advances to suppliers                                                                               | 248,685       |  | -              
|Prepaid and other current assets                                                                    | 175,773       |  | 51,350         
|Total current assets                                                                                | 4,916,119     |  | 2,199,978      
|                                                                                                    |               |  |                
|Property, plant and equipment, net                                                                  | 511,617       |  | 421,782        
|                                                                                                    |               |  |                
|Total assets                                                                                        | $  5,427,736  |  | $  2,621,760   
|                                                                                                    |               |  |                
|Liabilities and Stockholders Equity                                                               
|                                                                                                    |               |  |                
|Current liabilities                                                                                 |               |  |                
|Accounts payable                                                                                    | $   2,508,671 |  | $    1,170,518 
|Lines of credit                                                                                     | 150,000       |  | 101,081        
|Accrued expenses                                                                                    | 98,420        |  | 32,090         
|Current portion of long-term debt (note 4)                                                          | 3,025         |  | 7,530          
|Loan payable to Shareholders                                                                        | 709,960       |  | -              
|Taxes payable                                                                                       | 13,819        |  | -              
|Total current liabilities                                                                           | 3,483,895     |  | 1,311,219      
|                                                                                                    |               |  |                
|Commitments and contingencies (Note 2)                                                              |               |  |                
|                                                                                                    |               |  |                
|Non-current liabilities                                                                             |               |  |                
|Notes payable-less current portion (Note 4)                                                         | 1,268         |  | 16,827         
|Total non-current liabilities                                                                       | 1,268         |  | 16,827         
|                                                                                                    |               |  |                
|Total Liabilities                                                                                   | 3,485,163     |  | 1,328,046      
|                                                                                                    |               |  |                
|Stockholders' equity                                                                                |               |  |                
|Common stock (No Par Value: 100,000,000 shares authorized; 30,437,500 shares issued and outstanding | 208,871       |  | 169,871        
|Accumulated other comprehensive income                                                              | 28,693        |  | -              
|Retained Earnings                                                                                   | 1,705,009     |  | 1,123,843      
|                                                                                                    |               |  |                
|Total stockholders equity                                                                          | 1,942,573     |  | 1,293,714      
|                                                                                                    |               |  |                
|Total liabilities and stockholders' equity                                                          | $   5,427,736 |  | $     2,621,760

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



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WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS





|                                                                |                                 |  |                  
|--------------------------------------------------------------- | ------------------------------- |  | -----------------
|                                                                | For the Year Ended December 31,
|                                                                |                                
|                                                                | 2 0 0 5                         |  | 2 0 0 4          
|Revenues                                                        |                                 |  |                  
|Regular sales, net of returns of $0 in 2005
and $40,343 in 2004 | $      8,713,431                |  | $    6,700,593   
|Cost of goods sold                                              | (5,911,417)                     |  | (4,153,368)      
|Gross profit                                                    | 2,802,014                       |  | 2,547,225        
|                                                                |                                 |  |                  
|Operating expenses                                              |                                 |  |                  
|Other selling, general and administrative                       | 1,652,362                       |  | 1,291,813        
|Advertising                                                     | 91,659                          |  | 48,235           
|Management and professional fees paid to
Shareholders (Note 6)  | 256,000                         |  | 231,000          
|Allowance for bad debts                                         | 152,013                         |  | -                
|Stock based compensation expenses                               | 39,000                          |  | 135,000          
|Depreciation                                                    | 94,051                          |  | 71,331           
|Total operating expenses                                        | 2,285,085                       |  | 1,777,379        
|                                                                |                                 |  |                  
|Net operating income                                            | 516,929                         |  | 769,846          
|                                                                |                                 |  |                  
|Other income (expense)                                          |                                 |  |                  
|Interest income                                                 | 24,944                          |  | 10,900           
|Interest expense                                                | (27,532)                        |  | (7,721)          
|Interest expense paid to Shareholders (Note 6)                  | (30,302)                        |  | -                
|Other income                                                    | 134,194                         |  | -                
|Gain on disposal                                                | 4,936                           |  | -                
|Exchange (Loss)                                                 | (43,703)                        |  | -                
|Government grant                                                | -                               |  | 4,953            
|Total other income (expense)                                    | 62,537                          |  | 8,132            
|                                                                |                                 |  |                  
|Net income before income taxes                                  | 579,466                         |  | 777,978          
|Income taxes benefit/(expense)                                  | 1,700                           |  | (256,492)        
|                                                                |                                 |  |                  
|Net income                                                      | $       581,166                 |  | $     521,486    
|                                                                |                                 |  |                  
|Earnings per share                                              | $             0.02              |  | $            0.02
|Weighted average shares outstanding                             | 30,360,027                      |  | 30,177,630       





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



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WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY





|                                                                       |                           |                   |                                        |                            |          
|---------------------------------------------------------------------- | ------------------------- | ----------------- | -------------------------------------- | -------------------------- | ---------
|                                                                       | Common Stock
No Par Value | Retained Earnings | Accumulated Other Comprehensive Income | Total Stockholders Equity
|                                                                       | Number of Shares          | Amount            |                                        |                            |          
|                                                                       |                           | $                 | $                                      | $                          | $        
|Balance, December 31, 2003                                             | 30,000,000                | 34,871            | 602,357                                | -                          | 637,228  
|                                                                       |                           |                   |                                        |                            |          
|Shares Issued at $.40 per share for services                           | 337,500                   | 135,000           |                                        |                            | 135,000  
|                                                                       |                           |                   |                                        |                            |          
|Net Income for the year ended December 31, 2004                        |                           |                   | 521,486                                |                            | 521,486  
|                                                                       |                           |                   |                                        |                            |          
|Comprehensive income  unrealized loss on foreign currency translation | -                         | -                 | -                                      | -                          | -        
|                                                                       |                           |                   |                                        |                            |          
|Balance, December 31, 2004                                             | 30,337,500                | 169,871           | 1,123,843                              | -                          | 1,293,714
|                                                                       |                           |                   |                                        |                            |          
|Shares Issued at $.39 per share for services                           | 100,000                   | 39,000            | -                                      | -                          | 39,000   
|                                                                       |                           |                   |                                        |                            |          
|Net income for the year ended December 31, 2005                        |                           |                   | 581,166                                |                            | 581,166  
|                                                                       |                           |                   |                                        |                            |          
|Comprehensive income  unrealized loss on foreign currency translation | -                         | -                 | -                                      | 28,693                     | 28,693   
|                                                                       |                           |                   |                                        |                            |          
|Balance, December 31, 2005                                             | 30,437,500                | 208,871           | 1,705,009                              | 28,693                     | 1,942,573







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



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WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                          |                                 |          
|----------------------------------------------------------------------------------------- | ------------------------------- | ---------
|                                                                                          | For the Year Ended December 31,
|                                                                                          |                                
|                                                                                          | 2 0 0 5                         | 2 0 0 4  
|Cash flows from operating activities                                                      |                                 |          
|Net income                                                                                | 581,166                         | 521,486  
|                                                                                          |                                 |          
|Adjustments to reconcile net income (loss) to net cash provided by operating activities : |                                 |          
|Depreciation                                                                              | 94,051                          | 71,331   
|Allowance for bad debt                                                                    | 116,528                         | 14,000   
|Common stock issued for services                                                          | 39,000                          | 135,000  
|Gain on disposal on fixed assets                                                          | (4,936)                         | -        
|Deferred income taxes                                                                     | -                               | 46,600   
|                                                                                          |                                 |          
|Changes in operating assets and liabilities :                                             |                                 |          
|Accounts receivable                                                                       | (1,034,162)                     | (174,180)
|Inventories                                                                               | (714,000)                       | (229,832)
|Income taxes receivable                                                                   | 53,639                          | -        
|Loan receivable                                                                           | (37,174)                        | -        
|Loan receivable - affiliate                                                               | (103,210)                       | -        
|Advances to suppliers                                                                     | (248,685)                       | -        
|Prepaid and other current assets                                                          | (124,424)                       | (15,933) 
|Accounts payable                                                                          | 1,338,153                       | (153,105)
|Accrued expenses                                                                          | 66,331                          | (12,484) 
|Income taxes payable                                                                      | 13,819                          | (44,492) 
|Deferred compensation                                                                     | -                               | (150,000)
|Other non-current assets                                                                  | -                               | 325,745  
|                                                                                          |                                 |          
|Net cash provided by operating activities                                                 | 36,906                          | 334,136  
|                                                                                          |                                 |          
|Cash flows from investing activities                                                      |                                 |          
|Capital expenditure                                                                       | (197,595)                       | (16,534) 
|Proceeds from sales of assets                                                             | 18,645                          | -        
|                                                                                          |                                 |          
|                                                                                          |                                 |          
|Net cash flows used in investing activities                                               | (178,950)                       | (16,534) 





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







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WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS  CONT.

|                                                                        |                                 |          
|----------------------------------------------------------------------- | ------------------------------- | ---------
|                                                                        | For the Year Ended December 31,
|                                                                        |                                
|                                                                        | 2 0 0 5                         | 2 0 0 4  
|Cash flows from financing activities                                    |                                 |          
|                                                                        |                                 |          
|Loan payable from shareholders                                          | 709,960                         | (220,000)
|Principal payments on loan term debt                                    | (20,064)                        | (7,216)  
|Proceeds from lines of credit                                           | 48,919                          | -        
|Payments on lines of credit                                             | -                               | (46,613) 
|                                                                        |                                 |          
|Net cash flows provided by financing activities:                        | 738,815                         | (273,829)
|                                                                        |                                 |          
|Effect of exchange rate changes in cash                                 | 28,693                          | -        
|                                                                        |                                 |          
|Net increase (decrease) in cash                                         | 624,654                         | 43,773   
|                                                                        |                                 |          
|Cash  beginning of year                                                | 169,738                         | 125,965  
|                                                                        |                                 |          
|Cash  end of year                                                      | 794,392                         | 169,738  
|                                                                        |                                 |          
|                                                                        |                                 |          
|Supplemental disclosure of non cash investing and financing activities: |                                 |          
|Interest paid in cash                                                   | 57,834                          | 7,721    
|Income taxes paid in cash                                               | -                               | 214,184  
|                                                                        |                                 |          
|                                                                        |                                 |          



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



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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Years Ended December 31, 2005 and 2004



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 Manufacturing USA, Inc. (Worldwide, the Company) is a manufacturing engineering firm and international contract manufacturer, using factories in China.  Worldwide provides services to several companies in the United States, primarily the aerospace, automotive, and electronics industries.  Worldwide employs twenty-five (25) staff engineers through its wholly owned subsidiary, Shanghai Intech Electro-Mechanical Products Co., Ltd. (Intech).  Intech provides technical advisory, design, delivery, material procurement, and manufacturing quality control services.  Worldwide uses its engineers to write the production and inspection procedures, manages the production process, and conducts quality control audits as well as in-progress and final inspections of the customers products.



On September 30, 2003, the Company, formerly known as Tabatha III, Inc., acquired all of the issued and outstanding common stock of Worldwide Manufacturing USA, Inc. (Worldwide USA), a privately held operating company, in a share exchange transaction.  The Company issued 27,900,000 shares in the share exchange transaction for 100%, or 10,000 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 shareholders 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 were 30,000,000.  As a result of the share exchange transaction, Worldwide USA became a wholly-owned subsidiary of the Company.  The parent company, Tabatha III, Inc., changed its name to Worldwide Manufacturing USA, Inc. in November, 2003.



The 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 May 18, 2005, the Company formed a new company called Changchun Chengde Automobile Air-Conditioner Co., Limited which is the manufacturer of automobile air-conditioners. On November 14, 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 the wholly owned subsidiary of Worldwide Manufacturing USA, Inc.











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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Years Ended December 31, 2005 and 2004



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Principles of Consolidation



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



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, 2005 and 2004 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 catalogue parts, which can be resold, may be exchanged for replacement parts or for a refund.  Revenue from non-refundable customer tooling deposits is recognized when the materials are shipped or when the deposit is forfeited, whichever is earlier.



- 26 -



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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Advertising Costs



The Company generally expenses advertising costs as incurred.  Advertising expenses charged to operations were $91,659 and $48,235 in 2005 and 2004, 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 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.  Effective in 2001, goodwill is assessed for impairment annually 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 2005 or 2004.



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.



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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004



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 of Intech are translated into U.S. dollars at the prevailing exchange rate in effect at each period end.  Revenue and expenses are translated into U.S. dollars at the average exchange rate during the reporting period.  Contributed capital is translated into U.S. dollars at the historical exchange rate when capital was injected.  Any difference resulting from using the current rate, historical rate, and average rate in determination of retained earnings is accounted for as a translation adjustment and reported as part of comprehensive income or loss in the equity section.  Exchange differences are recognized in the income statement in the period in which they occur.



Fair Value of Financial Instruments



Unless otherwise indicated, the fair value of all reported assets and liabilities, which represent financial instruments (none of which are held for trading purposes), approximate the carrying values of such instruments.  At December 31, 2005 and 2004, both short and long-term receivables in the amounts of $0 and $1,349,144, 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, 2005 and 2004, the minimal amounts unused by employees could not be estimated, and accordingly, no provision is recorded.



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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



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:



|           |      |     
|---------- | ---- | ----
|           | 2005 | 2004
|Customer A | 14%  | 14% 
|Customer B | 12%  | 14% 
|Customer C | 11%  | 12% 



In 2005, the Companys two largest suppliers comprised 6% of its manufacturing cost, versus 12% during 2004.



The Companys customers in the aerospace, telecommunications, automotive, and electronics industries comprised the majority of its sales in 2005 and 2004.  These four industries counted for 60% and 51% of the Companys sales in 2005 and 2004, 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, 2005 and 2004, the balance of advances owed to the Company is $248,685 and $0, 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.











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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Stock-Based Compensation



The Company will account for employee stock option plans under the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and has adopted the disclosure only provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation(SFAS 123).  The Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force No. 96-18, Accountingfor Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services.



Earnings Per Share



The Company adopted Statement of Financial Accounting Standard No. 128, Earnings per Share (SFAS No. 128"), which is effective for annual periods ending after December 15, 1997.  Earnings per share (EPS) are computed based on the weighted average number of shares actually outstanding.



|                                              |                   |                  
|--------------------------------------------- | ----------------- | -----------------
|                                              | December 31, 2005 | December 31, 2004
|Weighted average number of common shares used | 30,360,027        | 30,177,630       



Recent Accounting Pronouncements



In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment. SFAS 123(R) is a revision of SFAS No., 123, Accounting for Stock Based Compensation, and supersedes Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees. Among other items SFAS 123(R) eliminates the use of APB 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. The Company began recognizing compensation expense for the fair value of stock-based compensation in its financial statements in accordance with SFAS 123 in 2003. The effective date of SFAS 123 (R) is the first annual reporting period beginning after June 15, 2005. The adoption of SFAS 123 (R) is not expected to have a material impact on the Companys financial position, results of operations or cash flows.



In March 2005, the SEC staff issued additional guidance on SFAS 123 (R) in the form of Staff Accounting Bulletin (SAB) No. 107. SAB 107 was issued to assist preparers by simplifying some of the implementation challenges of FAS 123 (R) while enhancing the information that investors receive. SAB 107 creates a framework that is premised on two themes: (a) considerable judgment will be required by preparers to successfully implement FAS 123 (R), specifically when valuing employee stock options; and (b) reasonable individuals, acting in good faith, may conclude differently on the fair value of employee share options. Key topics covered by SAB 107 include: (a) valuation models  SAB 107 reinforces the flexibility allowed by FAS 123 (R) to choose an option-pricing model that meets the standards fair value



- 30 -



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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Recent Accounting Pronouncements (Continued)



measurement objective; (b) expected volatility  the SAB provides guidance on when it would be appropriate to rely exclusively on either historical or implied volatility in estimating expected volatility; and (c) expected term  the new guidance includes examples and some simplified approaches to determining the expected term under certain circumstances. The Company will apply the principles of SAB 107 in conjunction with its adoption of SFAS 123 (R) but does not believe its adoption will have material impact on the Companys financial statements or results of operations.



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.



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.



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. Management does not believe the adoption of FIN 47 will have a material affect on the Companys financial position, results of operations or cash flows.



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.



- 31 -



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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004



1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Reclassifications



Certain 2004 balances have been reclassified to conform with 2005 presentation.



2. 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, 2005, in the aggregate and for each of the five succeeding fiscal years are as follows:



|                                    |            
|----------------------------------- | -----------
|Year ended December 31              |            
|2006                                | $   134,630
|2007                                | 109,708    
|2008                                | 65,918     
|2009                                | 5,538      
|Total minimum future rental payment | 315,794    



Total rent and lease expense was $123,407 and $141,567 as of December 31, 2005 and 2004, respectively



3. PROPERTY AND EQUIPMENT

Property and equipment, which is located in the USA and PRC, consisted of the following at December 31, 2005:





|                               |  |  |  |              |  |             
|------------------------------ |  |  |  | ------------ |  | ------------
|                               |  |  |  | 2005         |  | 2004        
|Vehicles                       |  |  |  | $    134,057 |  | $    117,083
|Furniture & fixtures           |  |  |  | 4,496        |  | 4,496       
|Equipment                      |  |  |  | 593,056      |  | 452,830     
|Software                       |  |  |  | 27,946       |  | 27,946      
|Leasehold improvements         |  |  |  | 9,170        |  | 1,165       
|                               |  |  |  | 768,725      |  | 603,520     
|Less: accumulated depreciation |  |  |  | 257,108      |  | 181,738     
|                               |  |  |  | 511,617      |  | 421,782     



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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004







4.  NOTES PAYABLE AND LINES OF CREDIT

Notes payable consists of the following at December 31, 2005 and 2004:



The installment loan payable to a finance company is secured by vehicles, having a carrying value of $11,626, and bears interest at 3.75% per annum, was fully paid during the year.



|     |        
|---- | -------
|2005 | 2004   
|$0   | $17,305





An installment loan payable to a finance company is secured by equipment, having a carrying value of $6,422, and bears interest at 5.0% per annum.  Principal and interest payments are due monthly in the amount of $264.

The loan is due July, 2007.



|                                     |        |         
|------------------------------------ | ------ | --------
|                                     | 2005   | 2004    
|                                     |        |         
|                                     | 4,293  | 24,357  
|Less current portion                 | (3025) | (7,530) 
|Long-term debt, less current portion | $1,268 | $ 16,827



Future maturities of long-term debt for the four years succeeding December 31, 2005 are as follows:



|                                  |                         
|--------------------------------- | ------------------------
|2006
2007
Total future maturities | $ 3,025
1,268
$    4,293



Under the terms of a revolving line of credit agreement with a bank dated March 5, 2003, the Company could borrow up to $250,000 at 0.5% above the banks prime interest rate through March 5, 2004.  Funds from these borrowings may be used for any purpose.  The revolving line of credit is secured by all assets of the Company and guaranteed by its officers.  At December 31, 2003, the balance on the line of credit was $147,694.  In March 2004, the available line of credit was increased to $350,000 through March 31, 2005 with substantially the same terms.  At December 31, 2004, the balance on the line of credit was $101,081. In March 2005, the available line of credit was increased to $550,000 through March 31, 2006 with substantially the same terms.  At December 31, 2005, the balance on the line of credit was $150,000.











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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004



5.

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 employer.  No contributions were made for 2004 or 2003.  The Company also established a stock option plan for its employees on April 1, 2004.  The Company approved the plan to issue up to 4,500,000 share of common stock.  The stock option plan provides employees the opportunity to purchase these shares at $.40.  On October 10, 2005, the Company issued 100,000 shares of the Companys common stock to the Board as compensation for an aggregate purchase price of $39,000.





6.

RELATED PARTY TRANSACTIONS



The Company paid cash in the amount of $256,000 and gave 100,000 shares of common stock valued at $39,000 for management services, $40,000 for legal services and $30,302 for interest expenses to certain shareholders, who are also members of the Board of Directors, as of December 31, 2005.



A shareholder, who are also member of the Board of Directors of the Company advances funds to the Company for working capital purposes. At December 31, 2005, the Company owed this officer or his companies $709,960. The advances are interest bearing at prevailing bank interest rate and are payable on demand. The Company paid cash in the amount of $30,302 for interest expenses to the shareholder.



7.

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, 2005 and 2004 consists of the following:



|        |                |                     |              
|------- | -------------- | ------------------- | -------------
|2005    | Current        | Deferred            | Total        
|Federal | $      197,596 | $            0      | $     197,596
|State   | 747            | 0                   | 747          
|Foreign | (196,463)      | 0                   | (196,363)    
|        | $    1,700     | $            0      | $    1,700   
|        |                |                     |              
|2004    | Current        | Deferred            | Total        
|Federal | $      111,436 | $            12,000 | $     123,436
|State   | 22,221         | 2,500               | 24,721       
|Foreign | 76,235         | 32,100              | 108,335      
|        | $    209,892   | $            46,600 | $    256,492 





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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004



7.

INCOME TAXES - (CONTINUED)



There were minimal NOLs and differences of tax and book basis between assets and liabilities, therefore there is no deferred tax asset recorded.



A reconciliation of income tax expense (benefit) to expected income taxes using statutory federal income tax rates for the year ended December 31, 2005:



|                                                      |             
|----------------------------------------------------- | ------------
|Income tax expense (benefit) at statutory rate of 34% | 197,596     
|State taxes                                           | 747         
|Differences in foreign tax rates & methods            | (196,643)   
|Other                                                 | 0           
|                                                      | $      1,700



8.  SEGMENT INFORMATION



The Companys operations are classified into four principal reportable segments that provide different products or services.  Worldwide USA purchases and sells manufactured goods from China procured by its subsidiary, Shanghai Intech Electro-Mechanical Products Co., Ltd. (Intech Electro).  Intech Electro provides technical advisory, design, delivery, material procurement, and manufacturing quality control services.  Separate management of each segment is required because each business unit is subject to different marketing, production, and technology strategies, and because of the geographic location of each entity. Changchun Chengde Automobile Air-Conditioner Co., Limited (Changchun Changde) sells automobile air-conditioners while Shanghai Intech Precision Machinery Co., Ltd. sells equipments.



Segmental Data  2005

Reportable Segments

(amounts in thousands)

|                                           |        |  |                |  |                   |  |                  |  |      
|------------------------------------------ | ------ |  | -------------- |  | ----------------- |  | ---------------- |  | -----
|                                           | WWMUSA |  | Intech
Electro |  | Changchun
Chengde |  | Intech
Precision |  | Total
|External revenue                           | 7,618  |  | 798            |  | 226               |  | 71               |  | 8,713
|Intersegment revenue                       | -      |  | 4,781          |  | -                 |  | -                |  | 4,781
|Interest income                            | -      |  | 25             |  | -                 |  | -                |  | 25   
|Interest expense                           | (58)   |  | -              |  | -                 |  | -                |  | (58) 
|Depreciation under administrative expenses | 15     |  | 14             |  | -                 |  | -                |  | 29   
|Net profit after tax                       | 120    |  | 714            |  | 1                 |  | (12)             |  | 823  
|                                           |        |  |                |  |                   |  |                  |  |      
|Assets                                     |        |  |                |  |                   |  |                  |  |      
|Expenditures for long-lived assets         | 4      |  | 60             |  | 122               |  | 12               |  | 198  





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Worldwide Manufacturing USA, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2005 and 2004





8.  SEGMENT INFORMATION  (CONTINUED)



Segmental Data  2004

Reportable Segments

(amounts in thousands)

|                                           |        |  |                |  |      
|------------------------------------------ | ------ |  | -------------- |  | -----
|                                           | WWMUSA |  | Intech
Electro |  | Total
|External revenue                           | 6,166  |  | 535            |  | 6,701
|Intersegment revenue                       | -      |  | 3,572          |  | 3,572
|Interest income                            | 10     |  | 1              |  | 11   
|Interest expense                           | (8)    |  | -              |  | (8)  
|Depreciation under administrative expenses | 19     |  | 52             |  | 71   
|Net profit after tax                       | 226    |  | 368            |  | 542  
|                                           |        |  |                |  |      
|Assets                                     |        |  |                |  |      
|Expenditures for long-lived assets         | 2      |  | 15             |  | 17   





9.

Management and Professional Fees



The Company paid cash in the amount of $256,000 and gave 100,000 shares of common stock valued at $39,000 for management services, $40,000 for legal services and $30,302 for interest expenses to certain shareholders who are also members of the Board of Directors, as of December 31, 2005. In year ending 2004, on June 18, 2004, pursuant to an S-8 Registration filed with the Securities and Exchange Commission, 75,000 shares each were issued to Jimmy Wang, CEO, Mindy Wang, Secretary and Treasurer and John Ballard, CFO for management services.  On the same date, 100,000 shares were issued to a shareholder for legal fees.  The value of the shares on the date of issuance was $130,000.  On October 14, 2004, 12,500 shares were issued to two shareholders for professional services.  The value of the shares on the date of issuance was $5,000.



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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 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) internal controls necessary to develop reliable financial statements did not exist; or



2) 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



3) 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 2, 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





- 37 -



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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, 2005, 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, 2005, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.



ITEM 8B.

OTHER INFORMATION

None



PART III



ITEM 9.

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



The following are the directors and executive officers of Worldwide.



|             |     |                                     
|------------ | --- | ------------------------------------
|Name         | Age | Position                            
|             |     |                                     
|Jimmy Wang   | 50  | CEO, President, and Chairman        
|Mindy Wang   | 48  | Secretary, Treasurer, and a Director
|John Ballard | 47  | Chief Financial Officer/Director    
|Philip Zhang | 46  | General Manager/Director            
|Don Gaddy    | 51  | Director                            
|Jehu Hand    | 49  | 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 shareholders will exercise their voting rights to continue to elect the current



- 38 -



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directors to the Company's board. There are also no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company's affairs.



Biographical Information



Jimmy Wang, President and Chief Executive Officer



Jimmy Wang has over twelve years experience in a wide range of component manufacturing. From 1996 to the present, Mr. Wang has been President, CEO and director of Worldwide Manufacturing USA, Inc. (California). He became President, CEO and Chairman of the Colorado holding company of the same name on September 30, 2003. From 1990 to 1995, Mr. Wang was the Sales Manager for MP World Manufacturing, Inc. From September 1993 to May 1996 Mr. Wang and Mindy Wang operated a sole proprietorship under the name Worldwide Manufacturing USA. In 1996, Mr. Wang incorporated Worldwide Manufacturing USA, Inc. In 1990, Mr. Wang earned a Masters Degree in Applied Economics from the University of Minnesota, and in 1982 received a Bachelors of Science Degree in Economics from the Shanghai Institute of Foreign Trade. Mr. Wang is the husband of Mindy Wang.



Mindy Wang, Secretary and Treasurer



Mindy Wang has over twelve years of accounting and financial management experience with Technology Power and Worldwide Manufacturing. From 1996 to the present, Ms. Wang has been controller and Director of Worldwide Manufacturing USA, Inc. In September 1996, Ms. Wang founded, with her husband, Worldwide Manufacturing USA, Inc. She became Controller and Director of the Colorado holding company of the same name on September 30, 2003. From 1991 to 1993 she was an accountant with Technology Power. The business of Technology Power was assembling personal computers for retail and business customers. From September 1993 to May 1996 Mr. Wang and Mindy Wang operated a sole proprietorship under the name Worldwide Manufacturing USA. Ms. Wang earned the equivalent of a Bachelors Degree in International Business from the University of California at the Los Angeles Institute of Economics and Management in Beijing and attended the Master's program of the Business Education of the University of Minnesota. Ms. Wang is the wife of Jimmy Wang.



John Ballard, Chief Financial Officer



John Ballard became Chief Financial Officer of Worldwide and its California operating subsidiary in September 30, 2003. John Ballard has more than fifteen years of business management, project management, and accounting experience. From January 2002 to the present, Mr. Ballard has been a financial consultant and director of Reveal Systems, Inc., a software development company and internet provider based in Longmont, Colorado. Mr. Ballard was the Chief Financial Officer of Call Solutions Inc., a publicly traded company, from October 1999 to November 2002. Call Solutions was in the business of opening call centers. From 1997-1999, Mr. Ballard owned and operated various food operations, Cookies 'N' Kreme and Lincoln Street Cafe in the Denver



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Metropolitan Area. In 1993, Mr. Ballard retired and he traveled until 1997. From 1988 to 1993, Mr. Ballard was Chief Financial Officer for Apple Sundries, Inc., a Denver retail chain. Since 1999, Mr. Ballard has been a major shareholder, owning 10% or more, and a consultant in five blank check companies, Tabatha I, Inc., Tabatha II, Inc., Tabatha III, Inc. (Worldwide's predecessor), Tabatha IV, Inc., and Tabatha V, Inc. Mr. Ballard holds a Bachelor of Science Degree in Management and Marketing from the University of Colorado where he graduated Magna Cum Laude. Mr. Ballard also holds a Masters of Business in Administration from Regis University.



Jehu Hand, Director



Jehu Hand has been a director of Worldwide since September, 2004. In addition, he has been corporate counsel since January 2004. From 2002 to 2004 he has been employed by Hand & Hand, a professional corporation providing consulting and legal services to companies in a wide range of industries. He has been a partner of the law firm Hand & Hand from 1994 to 1999. From January 1992 to December 1992, he was Vice President-Corporate Counsel and Secretary of Biolase Technology, Inc., which designs, manufactures and markets dental lasers and endodontics equipment. He also served as director of Biolase from February 1992 to February 1993. From January to October 1992 Mr. Hand was counsel to the law firm of Lewis, D Amato, Brisbois & Bisgaard. Jehu Hand received a J.D. from New York University School of Law and a B.A. from Brigham Young University. He is licensed with the California State Bar. He is also registered principal (Series 7, 24 and 63) of SoCal Securities, a broker-dealer and member of the National Association of Securities Dealers. Mr. Hand was a director and president of Albion Aviation, Inc., from 2000 to March 2003. Mr. Hand is currently serving as a director of Russian Athena and California Service Stations, Inc., and is also a director of Cozumel Corporation.



Philip Zhang, General Manager of Shanghai Intech



Philip Zhang has a Masters in Science Degree in Computer Science from the San Francisco State University and a Bachelor of Science Degree in Mechanical Engineering from the East China Textile University. He has been the General Manager and Vice President of Operations of Shanghai Intech which is the quality control arm for Worldwide Manufacturing USA since 2001.



Don Gaddy, Director



Don Gaddy has more than 25 years of Business and Operations management with two Fortune 500 manufacturing companies, Square D Company and Danaher Corporation.  He has held key management positions in Operations, Procurement and Logistics.  Most recently, Don held the position of Vice President of Operations Planning and Procurement at Danaher Corp. and Senior Vice President of Global Operations for Ryko Manufacturing.  He has achieved a number of awards and certifications including CPM, CPIM and ISO Lead Assessor Auditor.  Don holds a Bachelor of Arts Degree in Management and Marketing from Eckerd Business College.



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





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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, 2004. 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 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 $206,000 to Jimmy Wang, President, $50,000 to Mindy Wang, Controller, and $20,000 to John Ballard, Chief Financial Officer. Board member received 20,000 in restrictive common shares for acting as directors in 2005. Pursuant to an S-8 Registration filed on June 18, 2004, 75,000 shares each were issued to Jimmy Wang, Mindy Wang and John Ballard, along with 100,000 shares issued to director Jehu Hand. There are no employment agreements between the Worldwide and its officers and directors.



There are no retirement plans in place. Directors receive 20,000 restrictive common shares for  compensation for acting as directors.



Summary Compensation Table



|           |                         |      |          |       |                           |              |                               |              |            
|---------- | ----------------------- | ---- | -------- | ----- | ------------------------- | ------------ | ----------------------------- | ------------ | -----------
|Name       | Principal Position      | Year | Salary   | Bonus | Annual Other Compensation | Stock Awards | Securities Underlying Options | LTIP Payouts | Other Comp.
|Jimmy Wang | Pres., CEO              | 2002 | $55,000  | 0     | $103,953 (1)              | 0            | 0                             | 0            | $25,000 (2)
|Jimmy Wang | Pres., CEO              | 2003 | $60,000  | 0     | $ 124,346 (1)             | 0            | 0                             | 0            | $0 (2)     
|Jimmy Wang | Pres., CEO              | 2004 | $76,000  | 0     | $0 (1)                    | 30,000 (3)   | 0                             | 0            | $0 (2)     
|Jimmy Wang | Pres., CEO              | 2005 | $206,000 | 0     | $0 (1)                    | 20,000 (4)   | 0                             | 0            | $0 (2)     
|           |                         |      |          |       |                           |              |                               |              |            
|Mindy Wang | Sec./Treas./ Controller | 2002 | $36,000  | 0     | $103,953 (1)              | 0            | 0                             | 0            | $25,000 (2)
|Mindy Wang | Sec./Treas./ Controller | 2003 | $36,000  | 0     | $124,346 (1)              | 0            | 0                             | 0            | $0(2)      
|Mindy Wang | Sec./Treas./ Controller | 2004 | $50,000  | 0     | $0 (1)                    | 30,000(3)    | 0                             | 0            | $0(2)      



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|             |                         |      |         |   |        |           |   |   |      
|------------ | ----------------------- | ---- | ------- | - | ------ | --------- | - | - | -----
|Mindy Wang   | Sec./Treas./ Controller | 2005 | $50,000 | 0 | $0 (1) | 20,000(4) | 0 | 0 | $0(2)
|             |                         |      |         |   |        |           |   |   |      
|John Ballard | Chief Financial Officer | 2003 | $10,000 | 0 | $0 (1) | 0         | 0 | 0 | $0(2)
|John Ballard | Chief Financial Officer | 2004 | $24,000 | 0 | $0 (1) | 30,000(3) | 0 | 0 | $0(2)

|             |                         |      |         |   |        |            |   |   |      
|------------ | ----------------------- | ---- | ------- | - | ------ | ---------- | - | - | -----
|John Ballard | Chief Financial Officer | 2005 | $24,000 | 0 | $0 (1) | 20,000(4)  | 0 | 0 | $0(2)
|Philip Zhang | General Manager         | 2005 | $60,000 | 0 | $0 (1) | 1020,000(5 | 0 | 0 | $0(2)
|Jehu Hand    | Director                | 2005 | $0      | 0 | $0 (1) | 20,000(4)  | 0 | 0 | $0(2)
|Don Gaddy    | Director                | 2005 | $0      | 0 | $0 (1) | 20,000(4)  | 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 75,000 shares on June 16, 2004.



(4) Restricted Shares issue on October 3, 2005 for board compensation



(5) Mr. Zhang received 1,000,000 option shares of the Issuer pursuant to an Option Agreement dated April 20, 2004. The Agreement between Mr. Zhang and Worldwide Manufacturing USA, Inc. provides for 1,000,000 options exercisable at the price of $0.40. 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 20,000 restricted shares for his services as a Director



There are no non-competition agreements with any of Worldwide's employees.



ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT



The following table sets forth information relating to the beneficial ownership of Company common stock as of March 15, 2005 (i) each person known by Worldwide to be the beneficial owner of more than 5% of the outstanding shares of common stock and (ii) each of Worldwide's directors and executive officers. Unless otherwise noted below, Worldwide believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner's percentage ownership is determined by assuming that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised.

|                                                    |                                                                                                        |                       |                 
|--------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | --------------------- | ----------------
|                                                    |                                                                                                        |                       |                 
|Title of Class                                      | Name and Address of Beneficial Owner                                                                   | Number of Shares Held | Percent of Class
|                                                    |                                                                                                        |                       |                 
|Common Stock                                        | Jimmy Wang (1) (2)
Worldwide Manufacturing USA, Inc.
1142 Cherry Street
San Bruno, California 94066    | 24,366,276 (3)        | 80.05%          
|                                                    |                                                                                                        |                       |                 
|Common Stock                                        | Mindy Wang(1) (2)
Worldwide Manufacturing USA, Inc.
1142 Cherry Street
San Bruno, California 94066     | 24,366,276 (3)        | 80.05%          
|                                                    |                                                                                                        |                       |                 
|Common Stock                                        | John Ballard  (1) (2)
Worldwide Manufacturing USA, Inc.
1142 Cherry Street
San Bruno, California 94066 | 1,339,500             | 4.4%            
|                                                    |                                                                                                        |                       |                 
|Common Stock                                        | Philip Zhang  (1)
Worldwide Manufacturing USA, Inc.
1142 Cherry Street
San Bruno, California 94066     | 1,020,000 (4)         | 3.35%           
|                                                    |                                                                                                        |                       |                 
|Common Stock                                        | Jehu Hand  (1)
24351 Pasto Road Suite B.
Dana Point, California 92629                                  | 20,000                | 0%              
|                                                    |                                                                                                        |                       |                 
|Common Stock                                        | Don Gaddy  (1)
Worldwide Manufacturing USA, Inc.
1142 Cherry Street
San Bruno, California 94066        | 20,000                | 0%              
|                                                    |                                                                                                        |                      
|All officers and directors as a group (6 in number) | 25,765,776                                                                                             | 87.93%               



(1) The person listed is a director of the Company.

(2) The person listed is an officer of the Company.

(3) Jimmy and Mindy Wang are husband and wife. Each holds directly 13,950,000 shares, but is deemed to beneficially own the shares owned by the other.

(4)Mr. Zhang received 1,000,000 option shares of the Issuer pursuant to an Option Agreement dated April 20, 2004. The Agreement between Mr. Zhang and Worldwide Manufacturing USA, Inc. provides for 1,000,000 options exercisable at the price of $0.40. 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 20,000 restricted shares for his services as a Director.





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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, 2005, the Wangs have loaned $709,960 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.



32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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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 $25,400  with $4,000 being paid for the review of the Companys statements included in its quarterly reports on Form 10-QSB during year ending December 31, 2005. The total fees paid in 2005 were $38,400. In fiscal year ending 2004 $10,000 was paid for the annual audit. The aggregate fees billed by Child, Sullivan & Company for  the review of the Companys statements included in its quarterly reports on Form 10-QSB were $8,000 during the period ended December 31, 2004.



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, 2005 or December 31, 2004.



Tax Fees



The aggregate fees billed by Child, Sullivan & Company for tax compliance, tax advice and tax planning were $0 for fiscal year ended 2005 and $0 for the fiscal year ended 2004.



All Other Fees



Child, Sullivan & Company did not bill the Company for any products and services other than the foregoing during the fiscal years ended 2005 and 2004.



Audit Committees pre-approval policies and procedures.



We do not have an audit committee. The Board of Directors approved our engagement of Child, Sullivan & Company, Professional Corporation. No services described in Item 9(e) (2) through 9(e)(4) of Schedule 14A were performed by our auditors.





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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 April 14, 2006.





WORLDWIDE MANUFACTURING USA, INC.



By: /S/ JIMMY WANG

Jimmy Wang, CEO, President and Director



Date: April 14, 2006



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 March 31, 2005.



By: /S/ JIMMY WANG

Jimmy Wang, CEO, President and Director



Date: April 14, 2006





By: /S/ MINDY WANG

Mindy Wang, Secretary, Treasurer and a director



Date: April 14, 2006





By: /S/ JOHN BALLARD

John Ballard, Chief Financial Officer / Principal Accounting Officer



Date: April 14, 2006







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