0


UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








XQUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the quarterly period ended September 30, 2008





___
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
transition period from ____ to ____








WORLDWIDE ENERGY AND
MANUFACTURING USA, INC.


(Exact
name of registrant as specified in its charter)





Colorado
            0-31761
            84-1536519(State
      or other jurisdiction of incorporation or organization)
            (Commission
      File Number)
            (I.R.S.
      Employer Identification No.)408
      N. Canal Street
              South
      San Francisco,  CA  94080(Address
      of principal executive offices)





Registrant’s
telephone number, including area code: (650) 794-9888





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
Accelerated
Filer                                                                         Accelerated
Filer   


Non-Accelerated
Filer    (Do not check if a smaller reporting company)


Smaller
reporting company   T





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes__   No
X





Indicate
the number of shares outstanding of each of the issuer's classes of stock, as of
the latest practicable date.





Class
      of Securities
            Shares
      Outstanding at November 10, 2008Common
      Stock, no par value
            3,184,473





-  -
 1


PART
1 - FINANCIAL INFORMATION





ITEM
1.                      FINANCIAL
STATEMENTS





(a)
            The
      unaudited financial statements of registrant for the nine months ended
      September 30, 2008, follow.  The financial statements reflect
      all adjustments which are, in the opinion of management, necessary to a
      fair statement of the results for the interim period
      presented.





-  -
 2


INDEX








PageITEM
      1.  FINANCIAL STATEMENTSCONDENSED
      CONSOLIDATED BALANCE SHEETS
            4UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      INCOME
            5UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            6NOTES
      TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
            7ITEM
      2.                      MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            20ITEM
      3.                      CONTROLS
      AND PROCEDURES
            26PART
      II.  OTHER INFORMATION
            26EXHIBITS
            26SIGNATURES
            28





-  -
 3


WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS





September
      30, 2008
                              
                              December
      31, 2007ASSETS
                              
                              (Unaudited)Current
      assets:Cash
      and cash equivalents
                              $
                              4,462,744
                              $
                              2,111,825Accounts
      receivables, net of allowances of $45,977
                              
                              5,895,061
                              
                              3,275,024Inventories
                              
                              3,809,341
                              
                              2,333,148Income
      tax receivable
                              
                              87,732
                              
                              82,131Advances
      to suppliers
                              
                              299,756
                              
                              260,540Related
      parties receivable
                              
                              255,781
                              
                              30,422Prepaid
      and other current assets
                              
                              419,956
                              
                              117,621Total
      current assets
                              
                              15,230,371
                              
                              8,210,711Property,
      plant and equipment, net
                              
                              1,193,805
                              
                              545,494Deposits
      paid for investment
                              
                              777,068
                              
                              -Other
      assets
                              
                              19,074
                              
                              6,636Total
      assets
                              $
                              17,220,318
                              $
                              8,762,841LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                              $
                              4,063,532
                              $
                              2,453,317Lines
      of credit
                              
                              1,960,000
                              
                              1,758,584Accrued
      expenses
                              
                              284,638
                              
                              156,524Tax
      payable
                              
                              97,493
                              
                              78,637Current
      portion of long-term debt
                              
                              884
                              
                              884Total
      current liabilities
                              
                              6,406,547
                              
                              4,447,946Non-current
      liabilitiesLoan
      payable to stockholders
                              
                              60,025
                              
                              498,812Long
      term bank loan
                              
                              965,368
                              
                              -Total
      non-current liabilities
                              
                              1,025,393
                              
                              498,812Total
      liabilities
                              
                              7,431,940
                              
                              4,946,758Stockholders’
      equityCommon
      stock (No Par Value : 100,000,000 shares authorized; 3,184,473 shares
      issued and outstanding)
                              
                              4,944,240
                              
                              270,746Accumulated
      other comprehensive income
                              
                              398,060
                              
                              295,225Retained
      earnings
                              
                              4,446,078
                              
                              3,250,112Total
      stockholders’ equity
                              
                              9,788,378
                              
                              3,816,083Total
      liabilities and stockholders’ equity
                              $
                              17,220,318
                              $
                              8,762,841





See
accompanying notes to condensed consolidated financial
statements.


-  -
 4


WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND


COMPREHENSIVE
INCOME





For
      The Nine Months Ended
                                      
                                      
                                      For
      The Three Months EndedSeptember
      30,
                                      
                                      
                                      September
      30,2008
                                      
                                      2007
                                      
                                      
                                      2008
                                      
                                      2007RevenueRegular
      sales, net of returns
                                      $
                                      31,348,064
                                      $
                                      8,192,491
                                      
                                      $
                                      19,102,654
                                      $
                                      2,958,928Cost
      of goods sold
                                      
                                      27,493,975
                                      
                                      5,549,484
                                      
                                      
                                      17,738,721
                                      
                                      1,988,364Gross
      profit
                                      
                                      3,854,089
                                      
                                      2,643,007
                                      
                                      
                                      1,363,933
                                      
                                      970,564Operating
      ExpensesOther
      selling, general and administrative expenses
                                      
                                      2,227,502
                                      
                                      1,867,252
                                      
                                      
                                      750,983
                                      
                                      668,417Stock
      based compensation expenses/(pay back)
                                      
                                      95,000
                                      
                                      -
                                      
                                      
                                      (15,000)
                                      
                                      -Management
      and professional fees paid tostockholders-(Note 10)
                                      
                                      225,680
                                      
                                      184,500
                                      
                                      
                                      72,680
                                      
                                      76,500Depreciation
                                      
                                      10,713
                                      
                                      23,920
                                      
                                      
                                      2,879
                                      
                                      8,559Total
      operating expenses
                                      
                                      2,558,895
                                      
                                      2,075,672
                                      
                                      
                                      811,542
                                      
                                      753,476Net
      operating income
                                      
                                      1,295,194
                                      
                                      567,335
                                      
                                      
                                      552,391
                                      
                                      217,088Other
      Income (expenses)Interest
      income
                                      
                                      12,217
                                      
                                      3,190
                                      
                                      
                                      8,267
                                      
                                      1,802Interest
      expenses
                                      
                                      (74,375)
                                      
                                      (48,647)
                                      
                                      
                                      (1,287)
                                      
                                      (18,766)Interest
      expense paid to shareholders (Note 10)
                                      
                                      (27,284)
                                      
                                      (24,500)
                                      
                                      
                                      (9,838)
                                      
                                      (12,250)Other
      income
                                      
                                      5,704
                                      
                                      124,674
                                      
                                      
                                      5,704
                                      
                                      (3)Exchange
      loss
                                      
                                      (691)
                                      
                                      (142,777)
                                      
                                      
                                      -
                                      
                                      (47,411)Total
      other income (expenses)
                                      
                                      (84,429)
                                      
                                      (88,060)
                                      
                                      
                                      2,846
                                      
                                      (76,628)Income
      from continuing operations before income taxes
                                      
                                      1,210,765
                                      
                                      479,275
                                      
                                      
                                      555,237
                                      
                                      140,460Income
      taxes expense
                                      
                                      (16,813)
                                      
                                      (26,517)
                                      
                                      
                                      (8,514)
                                      
                                      (10,794)Income
      from continuing operations
                                      
                                      1,193,952
                                      
                                      452,758
                                      
                                      
                                      546,723
                                      
                                      129,666Income/
      (Loss)  from discontinuing operations, net of
tax
                                      
                                      2,017
                                      
                                      1,155
                                      
                                      
                                      (6,115)
                                      
                                      (2,911)Net
      income
                                      
                                      1,195,969
                                      
                                      453,913
                                      
                                      
                                      540,608
                                      
                                      126,755Other
      comprehensive incomeForeign
      currency translation
                                      
                                      102,835
                                      
                                      85,768
                                      
                                      
                                      146,017
                                      
                                      52,823Comprehensive
      income
                                      $
                                      1,298,804
                                      $
                                      539,681
                                      
                                      $
                                      686,625
                                      $
                                      179,578Earnings
      per shareContinuing
      operations
                                      $
                                      0.48
                                      $
                                      0.22
                                      
                                      $
                                      0.17
                                      $
                                      0.06Discontinuing
      operations
                                      $
                                      0.00
                                      $
                                      0.00
                                      
                                      $
                                      (0.00)
                                      $
                                      (0.00)Weighted
      average shares outstanding
                                      
                                      2,471,384
                                      
                                      2,037,363
                                      
                                      
                                      3,170,906
                                      
                                      2,033,180





See
accompanying notes to the condensed consolidated financial
statements.


-  -
 5


WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS





For
      The Nine Months EndedSeptember
      30,2008
              
              2007Cash
      flows from operating activitiesNet
      income
              $
              1,195,967
              $
              453,913Adjustments
      to reconcile net income to net cash used in operating
      activities:Depreciation
              
              74,646
              
              69,933Allowance
      for bad debts
              
              (20,000)
              
              -Stock
      issued for services
              
              95,000
              
              57,500Changes
      in operating assets and liabilities:Accounts
      receivable
              
              (2,496,611)
              
              (297,101)Inventories
              
              (1,433,804)
              
              (1,135,565)Income
      tax receivable
              
              (2,375)
              
              6,401Advances
      to suppliers
              
              (4,847)
              
              (510,099)Prepaid and other current
      assets
              
              (277,531)
              
              (40,674)Accounts
      payable
              
              1,308,977
              
              (243,632)Accrued
    expense
              
              105,196
              
              (58,965)Income
      tax payable
              
              14,105
              
              -Net
      cash provided by (used in) operating activities
              
              (1,441,277)
              
              (1,698,289)Cash
      flows from investing activitiesLoan
      to related parties
              
              (207,130)
              
              -Capital
      expenditure
              
              (648,887)
              
              (140,990)Deposits
      paid for investment in subsidiaries
              
              (772,692)
              
              -Net
      cash used in investing activities
              
              (1,628,709)
              
              (140,990)Cash
      flows from financing activitiesProceeds
      from issuance of common stock
              
              4,578,494
              
              -Proceeds
      / repayment of shareholders loan
              
              (438,788)
              
              737,839Proceeds
      / repayment from lines of credit
              
              1,166,786
              
              501,997Net
      cash flows provided by financing activities:
              
              5,306,492
              
              1,239,836Effect
      of exchange rate changes in cash
              
              114,413
              
              85,768Net
      increase (decrease)  in cash
              
              2,350,919
              
              (513,675)Cash-
      beginning of year
              
              2,111,825
              
              1,439,801Cash-
      end of year
              $
              4,462,744
              $
              926,126Supplemental
      disclosure of non cash investing and financing activities:Stock
      based compensation expenses
              $
              95,000
              $
              41,684Interest
      paid in cash
              $
              101,659
              $
              73,145Income
      taxed paid in cash
              $
              35,758
              $
              41,684











See
accompanying notes to the condensed consolidated financial
statements








-  -
 6
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.           MANAGEMENT'S
REPRESENTATION OF INTERIM FINANCIAL INFORMATION





The
accompanying financial statements have been prepared by Worldwide Energy and
Manufacturing USA, Inc. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission.  Certain information and
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
 These financial statements include all of the adjustments, which in the
opinion of management are necessary to a fair presentation of financial position
and results of operations.  All such adjustments are of a normal and
recurring nature. Interim results are not necessarily indicative of results for
a full year. These financial statements should be read in conjunction with
the audited financial statements at December 31, 2007 as filed in the Company
Form 10-KSB filed with the Commission on April 15, 2008.





2.           SIGNIFICANT
ACCOUNTING POLICIES





This
summary of significant accounting policies of the Company is presented to assist
in understanding the Company’s financial statements.  The financial
statements and notes are representations of the Company’s management, which is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.





Description
of Business





Worldwide
Energy and Manufacturing USA, Inc. (Worldwide, the Company) is a manufacturing
engineering firm and international contract manufacturer, using factories in
China.   Additionally, Worldwide provides services to several companies in
the United States and European markets, primarily in the solar module,
aerospace, automotive, and electronics industries.  Worldwide employs
thirty-three (33) staff engineers through its wholly owned subsidiary, Shanghai
Intech Electro-Mechanical Products Co., Ltd. (Intech).  Intech provides
technical advisory, design, delivery, material procurement, and manufacturing
quality control services.  Worldwide uses its engineers to write the
production and inspection procedures, manages the production process, and
conducts quality control audits as well as in-progress and final inspections of
the customers’ products.





On
September 30, 2003, the Company, formerly known as Tabatha III, Inc., acquired
all of the issued and outstanding common stock of Worldwide Energy and
Manufacturing USA, Inc. (Worldwide USA), a privately held operating company, in
a share exchange transaction.  The Company issued 27,900,000 shares 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. On February, 25, 2008 the company changed its name from
Worldwide Manufacturing USA, Inc. to Worldwide Energy and Manufacturing USA,
Inc. to focus on the renewable, clean energy sector.


-  -
 7
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.           SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)





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. On February 2, 2007, the Company formed
another company called Shanghai Shutai Intech Precision Machinery Co., Ltd. All
those companies are the wholly owned subsidiaries of Worldwide Energy and
Manufacturing USA, Inc.








On  October
14, 2008, Worldwide Energy and Manufacturing USA, Inc. (“Worldwide” or the
“Company”) completed the acquisition of 55% of Shanghai De Hong Electric
and  Electronic Company  Limited ("De Hong") through
acquiring 55% of the  outstanding capital stock of De Hong, a China
corporation, through  Worldwide's wholly-owned subsidiary Intech
Electro- Mechanical Products Co.,Ltd., a China corporation (“Intech”). The terms
of Agreement dated February 3, 2008 was that Intech paid cash consideration of
approximately 1 million dollars for 55% interest in DeHong in two installments
with the first installment of $714,286.00 being paid within three months of
receiving the business license which occurred on October 10, 2008
and  the second installment of $285,714 being paid  no later
than December 15, 2008.  The Company funded the acquisition with some
of the proceeds from its $4,747,970 unregistered sales of Equity Securities on
June 23, 2008 or 1,055,103 shares of common stock.







Shanghai
De Hong Electric and   Electronic Company is the holding company
for the operating subsidiary Shanghai Detron Electronic Co.
("Detron").  Through this operating subsidiary, Detron is a power
supply factory in Shanghai, China with designing and R & D capabilities.
Detron revenues were about $4.1 million for the twelve months ended
December 31, 2007 and about $3.6 million for the nine month period
ending September 30, 2008. Current management of Detron will remain in
place, although changes will be made in management of  Shanghai De Hong
Electric and  Electronic Company  where Intech and Shanghai
Jingde Electric and Electronics Company limited will have  55% and 45
% control, respectively.





Principles
of Consolidation





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





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.





-  -
 8
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.           SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)





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 September 30, 2008 and December 31, 2007 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.





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.


-  -
 9
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.           SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)





The
September 30, 2003 recapitalization of the Company qualifies as a reverse
acquisition under Section 1.1502-75(d)(3) of the Internal Revenue Code.
 Prior to this date, the stockholders of the Company had elected for it to
be taxed as a “Subchapter S” corporation.  Subsequent to the
recapitalization, the Company filed a consolidated tax return.





Intangibles





Patent
costs and other identifiable intangibles are capitalized and generally amortized
over useful lives of 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 2008 or 2007.





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.





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.





-  -
 10
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.           SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)





Foreign
Currency Transactions and Translation





Transaction
gains and losses result from a change in exchange rates between the functional
currencies in which a foreign currency transaction is
denominated.  They represent an increase or decrease in (a) the actual
functional current cash flows realized upon settlement of foreign currency
transactions and (b) the expected functional currency cash flows on unsettled
foreign currency transactions.  All transaction gains and losses are
included in other income or expense.  For all years presented, sales
to customers were primarily denominated in U.S. dollars.





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





Fair
Value of Financial Instruments





Unless
otherwise indicated, the fair value of all reported assets and liabilities,
which represent financial instruments (none of which are held for trading
purposes), approximate the carrying values of such instruments.  At
September 30, 2008 and 2007, accounts receivable in the amounts of $2,047,757
and $1,326,487 respectively, were pledged as collateral in connection with bank
loans.





Compensated
Absences





Employees
of the Company are entitled to be compensated for absences depending on job
classification, length of service, and other factors.  At September 30,
2008 and 2007, the minimal amounts unused by employees could not be estimated,
and accordingly, no provision is recorded.





Concentrations, Risks, and
Uncertainties





The
Company did not have concentration of business with suppliers constituting
greater than 8.5% of the Company’s gross sales during 2008 while the company’s
one largest supplier comprised 32% of its manufacturing cost during
2007.





The
Company’s customers in the aerospace, telecommunications, automotive, and
electronics industries comprised the majority of its sales in 2007.  These
four industries counted for 60% of the Company’s sales in 2007.  For
the nine months ended September 30, 2008, 68.8% of the company's business was in
the renewable energy industry.





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 11
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.           SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)





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 September 30, 2008 and 2007, the balance of advances owed to
the Company is $299,756 and $733,874, respectively.





The
Company sells its goods and services internationally, although the majority of
its revenue is derived from customers in the United States and Europe.  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.





Stock Based Compensation





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





Earnings
Per Share





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





For
      the Nine Months Ended
            September
      30, 2008
            
            September
      30, 2007Weighted
      average number of common shares used
            2,471,384
            
            2,037,363





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 12
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.           SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





Recent
Accounting Pronouncements





SFAS
No. 141 (revised 2007), “Business Combinations
(“SFAS 141R”)





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (“SFAS 141R”). SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill acquired.
SFAS 141R also establishes disclosure requirements to enable the evaluation
of the nature and financial effects of the business combination. This statement
is effective for the Company beginning January 1, 2009. The Company is
currently evaluating the potential impact of the adoption of SFAS 141R on
its consolidated financial position, results of operations or cash
flows.





SFAS
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements—an amendment of Accounting
Research Bulletin No. 51” -





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of Accounting Research Bulletin
No. 51 (“SFAS 160”). SFAS 160 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parent’s ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated. SFAS 160 also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. This statement is
effective for the Company beginning January 1, 2009. The Company is
currently evaluating the potential impact of the adoption of SFAS 160 on
its consolidated financial position, results of operations or cash
flows.





In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchyof Generally Accepted Accounting
Principles(“FAS 162"). This Standard identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles. FAS 162
directs thehierarchy to the
entity, rather than the independent auditors, as the entity is responsible for
selecting accounting principles for financial statements that are presented in
conformity with generally accepted accounting principles. The Standard is
effective 60 days following SEC approval of the Public Company Accounting
Oversight Board amendments to remove the hierarchy of generally accepted
accounting principles from the auditing standards. FAS 162 is not expected to
have an impact on the financial statements.





Recent Accounting
Pronouncements (Continued)





In April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination of the Useful Life of
Intangible Assets, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible
Assets.This Staff Position is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early adoption is prohibited. Application of this FSP is not
expected to have a significant impact on the financial statements or (This FSP
is not currently applicable to the Company).


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 13
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.           SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





In June
2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating Securities.
This FSP provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. The Company does not
currently have any share-based awards that would qualify as participating
securities. Therefore, application of this FSP is not expected to have an effect
on the Company's financial reporting.





In May
2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt That
May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)("FSP 14-1"). FSP 14-1 will be effective for financial statements issued
for fiscal years beginning after December 15, 2008. The FSP includes guidance
that convertible debt instruments that may be settled in cash upon conversion
should be separated between the liability and equity components, with each
component being accounted for in a manner that will reflect the entity's
nonconvertible debt borrowing rate when interest costs are recognized in
subsequent periods. FSP 14-1 is not currently applicable to the Company since
the Company does not have convertible debt.





In
May 2008, the FASB issued SFAS No. 163, Accounting for Financial
Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60
(SFAS 163). This statement clarifies accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60,
Accounting and Reporting by Insurance Enterprises. SFAS 163 is effective for
fiscal years, and interim periods within those years, beginning after
December 15, 2008. Because the Company does not issue financial guarantee
insurance contracts, the Company does not expect the adoption of this standard
to have an effect on our financial position or results of
operations.





3.           COMMITMENTS
AND CONTINGENCIES





The
Company leases its office spaces and certain vehicles under non-cancelable
operating leases.  The Worldwide office lease requires increasing annual
payments plus a share of operating costs.  Minimum future rental payments
under non-cancelable operating leases with remaining terms in excess of one year
as of December 31, 2007, in the aggregate and for each of the five succeeding
fiscal years are as follows:





Year
      ended December 312008
                $
                45,8882009
                
                203,2982010
                
                154,1952011
                
                131,6602012
                
                135,610Total
      minimum future rental payment
                $
                670,651





Total
rent and lease expense was $45,889 and $128,691 as of September 30, 2008 and
2007, respectively.





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 14
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4.           ACCOUNTS
RECEIVABLE





Accounts
receivable by major categories are summarized as follows:





September
      30, 2008Accounts
      Receivable – pledged to banks
              
              
              $
              2,047,757Accounts
      Receivable – others
              
              
              
              3,893,2815,941,038Less:
      allowances for doubtful accounts
              
              
              
              45,977Total
              
              
              $
              5,895,061





Under the
terms of a revolving line of credit agreement with Bank of the West indicated in
note 7, the revolving line of credit is secured by 70% of accounts receivable
and all business assets of the company and guaranteed by its
officers.





Concentrations in Accounts
Receivable - At September 30, 2008, three customers accounted for more
than 10% of the Company’s accounts receivable, with total amounts of $2,830,204,
representing 48% of total accounts receivable in aggregate. At September 30,
2007, one customer accounted for more than 10% of the Company’s accounts
receivable, with total amounts of $338,166, representing 13% of total accounts
receivable in aggregate





5.
            INVENTORIES





Inventories
by major categories are summarized as follows:





September
      30, 2008Raw
      materials
              
              
              $
              381,993Work
      in progress
              
              
              
              166,299Finished
      goods
              
              
              
              2,383,438Finished
      goods – pledged to the bank (refer to note 7)
              
              
              
              877,6113,809,341Less:
      allowances for slowing moving items
              
              
              
              -Total
              
              
              $
              3,809,341





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 15
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


6.
            PROPERTY
      AND EQUIPMENT




Property
and equipment, which is located in the USA and PRC, consisted of the following
at September 30, 2008:




September
      30, 2008Vehicles
              
              
              $
              195,844Furniture
      & fixtures
              
              
              
              95,627Equipment
              
              
              
              1,455,821Software
              
              
              
              28,1601,775,452Less:
      accumulated depreciation
              
              
              
              (581,647)Total
              
              
              $
              1,193,805





7.           BANK
LOAN





As of
September 30, 2008, the Company has the following line of credit:





Banker
              
              Amount
      of the credit line
              Loan
      period
              Interest
      rate
              Secured
      by
              
              Balance
      as at September 30, 2008Bank
      of the West
              $
              $2,000,0000
              5/20/2008
                -5/20/2009
              WallStreet
      journal prime + 0.5%
              70%
      Accounts receivable + 50% inventory
              $
              1,960,000Bank
      of the West
              $
              $1,025,000
              5/20/2008
                -6/1/2011
              WallStreet
      journal prime + 0.5%
              70%
      Accounts receivable + 50% inventory
              $
              965,369Total
      loans
              
              
              
              
              
              $
              2,925,369Less
      : long term portion
              
              
              
              
              (965,369)$
              1,960,000





For
maturities of long-term loans are as follows as of September 30,
2008





May
      20, 2009
              
              
              
              
              
              $
              1,960,000June
      1, 2011
              
              
              
              
              
              
              965,369$
              2,925,369





On May
20, 2008 the Company paid off its line of credit with Well Fargo in the amount
of $960,000 and established a new credit facility with Bank of the West. Under
the terms of the revolving line of credit agreement with Bank of the West dated
May 20, 2008, the Company could borrow up to $3,025,000 at a rate of 5% this
rate is subject to change based on the prime rate for both credit lines. The
revolving line of credit is secured by the assets of the Company and guaranteed
by its officers.





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 16
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


7.           BANK
LOAN (CONTINUED)





The
Company can borrow up to $2,000,000 and $1,025,000 within two credit lines. The
maturity date of these two credit lines is May 20, 2009 and June 1, 2011
respectively. The balance outstanding as of October 31, 2008 is $700,000 and
$1,300,000 is still available for use on the line of credit. Additionally, the
second line of credit has a balance of $966,666 as of October 31, 2008 with
$58,334 still available for use of equipment and facility
purchases.





8.           STOCK
TRANSACTION





On
January 1, 2008, the Company issued 10,000 shares of its common stock to
consultants and 20,000 shares of its common stock to an employee, valued at
$110,000, fair value, which is reflected in stock based compensation expense. In
addition, the Company’s stock symbol changed from “WWMU” to “WEMU” in the first
quarter of 2008 to better reflect the company's change in focus to the
renewable clean energy sector.





On June
23, 2008, the Company received subscriptions for the sale of an aggregate
of $4,747,970.50 or 1,055,103 shares of common stock and the Company received
the net amount of $4,356,009 after the deduction of the offering expenses of
$391,961.50. Concurrently with the issuance of the Shares, the Company also
issued an aggregate of 685,817 Series A Warrants of the Company (the “Series A
Warrants”)
and an aggregate of 369,286 Series B Warrants of the Company (the “Series B
Warrants”).
The Series A Warrants are exercisable for a period of 24 months from
closing at an exercise price of $7.00 per share. The Series B Warrants
are exercisable for a period of 36 months from the closing at an exercise
price of $9.00 per share. The Series A and Series B Warrants provide the
investors with full ratchet anti-dilution protection with relation to the
exercise price of the warrant for a period of 18 months from the closing. The
Series A and Series B Warrants may not be exercised if, after such
exercise, such holder would beneficially own, as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, more than 9.99% of the number of shares
of common stock then issued and outstanding.





On July
24, 2008, the Company received subscriptions for the sale of an aggregate
of $252,027 or 56,007 shares of common stock (the “Shares”). Concurrently with
the issuance of the Shares, the Company also issued an aggregate of 36,404
Series A Warrants of the Company (the “Series A Warrants”) and an aggregate of
19,602 Series B Warrants of the Company (the “Series B Warrants”). The Series A
Warrants are exercisable for a period of 24 months from closing at an exercise
price of $7.00 per share.  The Series B Warrants are exercisable for a
period of 36 months from the closing at an exercise price of $9.00 per
share.  The Series A and Series B Warrants provide the investors with
full ratchet anti-dilution protection with relation to the exercise price of the
warrant for a period of 18 months from the closing. The Series A and Series B
Warrants may not be exercised if, after such exercise,  such holder would
beneficially own, as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, more than 9.99% of the number of shares of common stock then issued
and outstanding.





The total
number of common stock outstanding as of September 30, 2008 was
3,184,473.





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 17
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


9.           PENSION
PLAN AND STOCK OPTION PLAN





The
Company established a SEP plan for the benefit of all full-time
employees.  Contributions to the plan are limited to a statutory
amount per employee.  No contributions were made for 2005 or
2006.  The Company also established a stock option plan for its
employees on April 1, 2004.  The Company approved the plan to issue up
to 300,000 shares of common stock.  The stock option plan provides
employees, consultants and directors the opportunity to purchase
shares.  The exercise price of an incentive stock option granted under
this plan must be equal to or greater than the fair market value of the shares
of the Company’s common stock on the date the option is granted.  The
exercise price of a non-qualified option granted under this plan must be equal
to or greater than 85% of the fair market value of the shares of the common
stock on the date the option is granted.  An incentive stock option
granted to an optionee owning more than 10% of the voting stock must have an
exercise price equal to or greater than 110% of the fair market value of our
common stock on the date the option is granted. On April 1, 2004, the Board
granted options to purchase 109,213 shares at an exercise price of $6.00 per
share.





10.           RELATED
PARTY TRANSACTIONS





The
Company paid wages in the amount of $229,500 and $184,500 to certain
stockholders, who are also members of the Board of Directors, as of September
30, 2008 and 2007 respectively.





Jimmy and
Mindy Wang, who are principal stockholders, executive officers and members of
the Board of Directors of the Company, have advanced funds to the Company for
working capital purposes.  At September 30, 2008, the Company owed
$60,024 to Jimmy and Mindy Wang.  The advances are interest bearing at
8% per annum, with a default interest rate of 10%. All unpaid amounts on this
note are due in full on January 1, 2010.  The Company paid cash in the
amount of $27,284 for interest expense to Mr. and Mrs. Wang for the nine months
ended September 30, 2008.





11.           OPERATING
RISK





Interest rate risk





The
interest rates and terms of repayment of bank and other borrowings from
stockholders are disclosed in Note 5 and Note 8. Other financial assets and
liabilities do not have material interest rate risk.





Credit risk





The
Company is exposed to credit risk from its cash in bank and bills and accounts
receivable.  The credit risk on cash in bank is limited because the
counterparties are recognized financial institutions.  Bills and
accounts receivable are subjected to credit evaluations.  An allowance
has been made for estimated irrecoverable amounts which have been determined by
reference to past default experience and the current economic
environment.





Foreign currency risk





Most of
the transactions of the Company were settled in Renminbi, U.S. dollars and
Euros.  Thus, the company has significant foreign currency risk
exposure.





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 18
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


11.           OPERATING
RISK (continued)





Company’s operations are substantially
in foreign countries





Substantially
all of the Company’s products are manufactured in China. The Company’s
operations are subject to various political, economic, and other risks and
uncertainties inherent in China. Among other risks, the Company’s operations are
subject to the risks of restrictions on transfer of funds; export duties,
quotas, and embargoes; domestic and international customs and tariffs; changing
taxation policies; foreign exchange restrictions; and political conditions and
governmental regulations





12.           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
equipment.





Segmental
Data – 2008


Reportable
Segments


(amounts
in thousands)


WWMUSA
                Manufacturing
              
              WWMUSA
                Solar
              
              Intech
                Electro
              
              Intech
                Precision
              
              Shutai
                Precision
              
              Discontinued
      Operations
              
              TotalExternal
      revenue
              6,451
              
              21,566
              
              285
              
              2,973
              
              73
              
              -
              
              31,348Intersegment
      revenue
              -
              
              -
              
              4,222
              
              -
              
              -
              
              -
              
              4,222Interest
      income
              2
              
              -
              
              6
              
              3
              
              1
              
              -
              
              12Interest
      expense
              (67)
              
              -
              
              (27)
              
              (1)
              
              (6)
              
              -
              
              (101)Depreciation
              (11)
              
              -
              
              (40)
              
              (20)
              
              (4)
              
              -
              
              (75)Net
      (loss) profit after tax
              (273)
              
              873
              
              370
              
              256
              
              (32)
              
              2
              
              1,196
              (1)Expenditures
      for long-lived assets
              12
              
              -
              
              183
              
              1
              
              453
              
              -
              
              649





(1) $(4,098) in
inter-company profit was eliminated in consolidation.





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 19
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Segmental
Data – 2007


Reportable
Segments


(amounts
in thousands)


WWMUSA
              
              Intech
                Electro
              
              Intech
                Precision
              
              Shutai
                Precision
              
              Discontinued
      Operations
              
              TotalExternal
      revenue
              6,442
              
              243
              
              1,507
              
              -
              
              -
              
              8,192Intersegment
      revenue
              -
              
              4,307
              
              -
              
              -
              
              -
              
              4,307Interest
      income
              2
              
              1
              
              -
              
              -
              
              -
              
              3Interest
      expense
              (73)
              
              -
              
              -
              
              -
              
              -
              
              (73)Depreciation
              (57)
              
              (10)
              
              (3)
              
              -
              
              -
              
              (70)Net
      profit after tax
              (32)
              
              365
              
              121
              
              -
              
              1
              
              454
              (1)Expenditures
      for long-lived assets
              23
              
              15
              
              125
              
              -
              
              -
              
              163





(1) $(16,555) in
inter-company profit was eliminated in consolidation.





13.           DISCONTINUED
OPERATION





Changchun
Chengde Automobile Air-Conditioner Co., Limited, the Company's wholly owned
air-condition factory that makes units for small trucks, ceased its
business in May 2008.  The results of operations are recorded under
the discontinued operations amounting $2,017 and $1,155 for the nine months
ended September 30, 2008 and 2007 respectively.





14.
            ACQUISITION
      OF SUBSIDARIES





.
     On  October 14, 2008, Worldwide Energy
and Manufacturing USA, Inc. (“Worldwide” or the “Company”) completed the
acquisition of 55% of Shanghai De Hong Electric and  Electronic
Company  Limited ("De Hong") through acquiring 55% of
the  outstanding capital stock of De Hong, a China corporation,
through  Worldwide's wholly-owned subsidiary Intech Electro-
Mechanical Products Co.,Ltd., a China corporation (“Intech”). The terms of
Agreement dated February 3, 2008 was that Intech paid cash consideration of
approximately 1 million dollars for 55% interest in DeHong in two installments
with the first installment of $714,286.00 being paid within three months of
receiving the business license which occurred on October 10, 2008
and  the second installment of $285,714 being paid  no later
than December 15, 2008.  The Company funded the acquisition with some
of the proceeds from its $4,747,970 unregistered sales of Equity Securities on
June 23, 2008 or 1,055,103 shares of common stock.







Shanghai
De Hong Electric and   Electronic Company is the holding company
for the operating subsidiary Shanghai Detron Electronic Co.
("Detron").  Through this operating subsidiary, Detron is a power
supply factory in Shanghai, China with designing and R & D capabilities.
Detron revenues were about $4.1 million for the twelve months ended
December 31, 2007 and about $3.6 million for the nine month period
ending September 30, 2008. Current management of Detron will remain in
place, although changes will be made in management of  Shanghai De Hong
Electric and  Electronic Company  where Intech and Shanghai
Jingde Electric and Electronics Company limited will have  55% and 45
% control, respectively.








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 20
 WORLDWIDE
ENERGY AND MANUFACTURING USA, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


15.           SUBSEQUENT
EVENT





On
November 10, 2008 the company announced the establishment of a new solar module
production and R&D facility. Worldwide Energy and Manufacturing has leased a
128,000-square-foot facility in Ningbo, China. This facility will house the
company’s research center and part of its photovoltaic (PV) manufacturing
operations.





The city
of Ningbo is about two hours and 15 minutes away from downtown Shanghai. The
capacity of the factory is 60 to 80 megawatts per year. Based on current market
prices for solar modules 60 to 80 megawatts equates to approximately US$225
million to $300 million in potential revenues per year.





-  -
 21


ITEM  2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





DISCLAIMER
REGARDING FORWARD LOOKING STATEMENTS





Certain statements in this Form 10-Q,
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.
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.





Overview





We are an engineering, contract
manufacturing and direct manufacturing company, primarily servicing United
States-based companies that outsource their smaller scale production orders for
offshore production in China. From our inception in 1993 until 2005, we were
strictly an intermediary or “middle man,” working with our customers and our
subcontractors to assure that our customers received high quality components on
a timely basis that fulfilled their specific needs. While we still subcontract a
significant portion of our business, since 2005, we have begun the transition to
becoming a direct contract manufacturer, operating several of our own factories.
In addition, we recently announced two additional factories allowing us to
become a direct manufacturer for power supply units and for solar modules as
described below:







On  October
14, 2008, we completed the acquisition of 55% of Shanghai De Hong Electric
and  Electronic Company  Limited ("De Hong") through
acquiring 55% of the  outstanding capital stock of De Hong, a China
corporation, through  Worldwide's wholly-owned subsidiary Intech
Electro- Mechanical Products Co.,Ltd., a China corporation (“Intech”). The terms
of Agreement dated February 3, 2008 was that Intech paid cash consideration of
approximately 1 million dollars for 55% interest in DeHong in two installments
with the first installment of $714,286.00 being paid within three months of
receiving the business license which occurred on October 10, 2008 and the second
installment of $285,714 being paid no later than December 15,
2008.  The Company funded the acquisition with some of the proceeds
from its $4,747,970 unregistered sales of Equity Securities on June 23, 2008 or
1,055,103 shares of common stock.




Detron
is a power supply factory in Shanghai, China with designing and R & D
capabilities. Detron revenues were about $4.1 million for the twelve months
ended December 31, 2007 and about $3.6 million for the nine month
period ending September 30, 2008. Current management of Detron will remain
in place, although changes will be made in management of  Shanghai De Hong
Electric and  Electronic Company  where Intech and Shanghai
Jingde Electric and Electronics Company limited will have  55% and 45%
control, respectively.







-  -
 22


On
November 10, 2008 the company announced the establishment of a new solar module
production and R&D facility. We leased a 128,000-square-foot facility in
Ningbo, China. This facility will house the company’s research center and part
of its photovoltaic (PV) manufacturing operations.







The city
of Ningbo is about two hours and 15 minutes away from downtown Shanghai. The
capacity of the factory is 60 to 80 megawatts per year. Based on current market
prices for solar modules 60 to 80 megawatts equates to approximately US$225
million to $300 million in potential revenues per year.





Despite these additions and enlarging
our capability as a direct manufacturer for several products lines we are still
constrained in our growth for a number of reasons. Many Fortune 500 and other
large companies either cannot, or choose not, to work with contract
manufacturers preferring to go directly to the source that can manufacture the
product and thereby avoid the additional expense of the middleman. This is
particularly true for very large orders, where the added cost of the middleman
can have a material impact on the customers’ bottom line. As a result, our
revenues have for the most part, but not entirely, been limited to smaller scale
production orders primarily (but not entirely) placed by companies that are not
among the largest companies in the United States or elsewhere. Additionally, as
a middleman we must share any potential gross profit with the subcontracting
factory. Therefore, our customers are generally smaller, the orders they place
are generally smaller and the income and profit we can generate from those
orders is of necessity limited because we are not directly manufacturing the
products. On the other hand, when we subcontract the actual manufacturing of our
customers’ products and components, we do not need to hire factory employees,
purchase materials, purchase and maintain manufacturing equipment or incur the
costs of the manufacturing facilities. To some extent, these costs are built
into the price charged by our subcontractors, but if we do not place orders, we
do not incur those costs.





Our management has carefully considered
these factors and during 2004 made the strategic decision to move our company
away from our historical complete reliance on subcontractors. At the beginning
of 2005 we did not own any of our own factories and used as our suppliers of
materials and labor approximately 100 factories in China, mostly in Shanghai or
the surrounding area. Since 2005 we have acquired an electronics factory, a
die-casting and machining factory through leasing an existing facility from a
former vendor and initially invested approximately $500,000 to upgrade the
equipment and manufacturing buildings, a recently announced power supply company
with designing and R & D capabilities and a solar module factory on November
10, 2008.  In these transactions we acquired assets, the expertise of
the employees, the managers of the factories, and a portion of the existing
customers of those factories with the exception of the solar module factory
which we established on our own. As a result, as of November 10, 2008, we own
and operate four factories that we now use for the manufacture of certain
product lines that we historically had to subcontract, and we are using the
services of approximately 40 subcontractors to manufacture those product lines
for which we do not have our own manufacturing capabilities.





The
establishment of these factories, including asset purchases and factory
upgrades, was funded by three separate sources. The earlier acquisitions of the
die cast and electronic factory primarily was financed by loans from Jimmy and
Mindy Wang, our principal stockholders and executive officers, as well as
increased lines of credit. Our credit line increased to $3,025,000 with Bank of
the West from a $2,250,000 line with Wells Fargo.  The power supply
company and the establishment of the new solar module factory were funded by two
equity transactions dated June 23 and July 24, 2008 where the company raised
approximately $5 million dollars and netted approximately $4,600,000 after fees
and costs. In the future, we expect to continue to acquire or newly-establish
factories that will give us the capability to manufacture those product lines
our management believes are the most profitable.





With the continuing transition into
direct manufacturing and the renewable energy field, we expect to continue to
increase sales outside the United States, and in particular, increase the number
of customers in PRC, other Asian markets and Europe. Our costs to establish and
improve these factories will increase along with sales and profits.





Through the development of our product
mix, which consists of solar modules, foundry, machining and stamping,
electronics and fiber optics products lines, our business has become more
diverse. In the past, foundry and machining and stamping accounted for more than
90% of our business. This percentage has decreased since forming our own
factories along with our new energy division representing approximately 22% of
our business. The electronics product lines now account for approximately 10% of
our business as compared to approximately 6% in 2007.  Solar module
now represents 68% of our business and we expect this percentage to continue to
increase in the foreseeable future.





Generally, our operating results have
been, and will continue to be, affected by a number of factors, including the
following:





•
            our
      customers may cancel or delay orders or change production
      quantities;•
            our
      operating results vary significantly from period to period due to the mix
      of the manufacturing services we are providing, the number and size of new
      manufacturing programs, the degree to which we utilize our manufacturing
      capacity, seasonal demand, shortages of components and other
      factors;•
            integration
      of acquired businesses and facilities; and•
            managing
      growth and changes in our
operations.


We also are subject to other risks,
including risks associated with operating in foreign countries, changes in our
tax rates, and fluctuations in currency exchange rates.





Results
of Operations





Net sales for the three months ending
September 30, 2008 were $19,102,654 compared to net sales of $2,958,928 for the
same period in 2007. This increase of $16,143,726, or approximately 545.6%, was
the result of an increase in orders in our energy division of approximately
$15,775,681 for solar modules. Additionally sales at our die cast factory of
approximately $300,000 which was the result of obtaining an order from Shanghai
GM on March 24, 2008. The shipping volume of this order from Shanghai GM is
valued at $183,357 per month or $2.2 million annually. Shanghai GM is one of the
largest vehicle manufacturers in China and GM is the seventh Fortune 500
customer obtained by Worldwide Energy.  This order is for the
production of a number of General Motors’ automobile parts on a monthly basis,
including 20,000 sets of base brackets; 20,000 sets of offset bushes; 50,000
sets of water pumps; and 20,000 sets of oil pumps.





Net sales
for the nine month period ending September 30, 2008 was $31,348,064 compared to
sales of $8,192,491 in nine month period ending September 30,
2007.  The increase of $23,155,573 or approximately 283% was the
result of an increase in orders in our energy division of approximately
$21,566,428 for solar modules which represent approximately 68.8% of the
company's gross sales in the nine month period ending September 30, 2008.
Additionally, the company obtained an order for its die cast factory from
Shanghai GM on March 24, 2008 where revenues are approximately $183,357 per
month. For the nine month period the Shanghai GM order has generated $1,500,000
in sales. The company will continue to focus its efforts in the energy division
where we feel that there will be continued strong demand in renewable, clean
energy. Additionally, the company plans to expand its electronic division to
include power supply units for industrial and commercial uses as evidence by the
recent announcement on October 10, 2008 of an acquisition of a power supply
factory in China.





-  -
 23


Gross profit increased by $393,369, or
approximately 40.5% from $970,564 in the quarter ending September 30, 2007 to
$1,363,933 for the three months ending September 30, 2008,  primarily
reflecting  solar module sales in the energy division.  For
the nine months ending September 30, 2008 gross profit was $3,854,089 compared
to gross profit of $2,643,007 in the same period in 2007. This represents an
increase of $1,211,082 or approximately 45.8% primarily the result of our energy
division and some as the result of the Shanghai GM order.





Cost of goods sold for the three months
ended September 30, 2008 was $17,738,721 compared to $1,988,364 for the same
period in 2007.  The increase of $15,750,357 or approximately 792.1%
was the result of greater revenues in the energy division. Cost of goods sold
for the nine months ended September 30, 2008 was $27,493,975 compared to
$5,549,484 for the same period in 2007.  The increase of $21,944,491
or approximately 395.4% was the result of greater revenues in the energy
division with some of the increase being due to our new order by Shanghai GM for
our die cast factory.





The gross margin was 7.1% for the three
months ending September 30, 2008 compared to 32.8% in the same period in 2007.
The declined of 25.7% in gross margin was the result of the company utilizing
more sub-contractors for production of our solar modules along with softness in
the price of solar modules.  The gross margin was 12.3% for the nine
months ending September 30, 2008 compared to 32.3% in the same period in
2007.  The decline of 20.0% in gross margin was the result of the
company utilizing sub-contractors for production of our solar modules and
weakness in the price of solar modules. It is expected that gross margins will
improve as the company continues its transition of becoming a direct
manufacturer for its solar module products as the newly established factory
becomes operational. Further, the outlook for solar modules margins look to
improve as raw material necessary for production of modules are expected to
decline.





Net income for the three months ending
September 30, 2008 was $540,608 compared to a profit of $126,755 for the three
months ended September 30, 2007. The increase of $413,853 or approximately
326.5% was primarily the result of new orders for our energy division along with
some new orders for our die cast factory as described above.  For the
nine month period net income was $1,195,969 compared to net income of
$453,913  in the same period in 2007. The increase of $742,056 or
approximately 163.5% was the result of the new orders in solar modules division
with some additional net income coming from our die cast business segments.
Additionally, there was a non-cash deduction of $95,000 for stock based
compensation in 2008 compared to no stock compensation in the periods of
2007.





General and administration expenses for
the three months ended September 30, 2008, totaled $750,983 compared to $668,417
in the same quarter in 2007. The increase of $82,566 or approximately 12.3% was
due to the establishment of our energy division. For the nine month period
ending September 30, 2008 general and administration expenses was $2,227,502
compared to $1,867,252 in the same period in 2007. This increase of $360,250 or
approximately 19.3% reflects the establishment of our energy
division.




LIQUIDITY




Historically,
we have funded our operations and supported our growth with cash provided by our
net income, loans from Jimmy and Mindy Wang, our principal stockholders and the
revolving line of credit with Golden Gate Bank and previously Wells Fargo
Bank.  On May 20, 2008 the Company paid off its line of credit with
Wells Fargo in the amount of $960,000 and established a new credit facility with
Bank of the West. Under the terms of a revolving line of credit agreement with
Bank of the West dated May 20, 2008, the Company could borrow up to $3,025,000
at a rate of 5% this rate is subject to change based on the prime rate.
 The revolving line of credit is secured by the assets of the company and
guaranteed by its officers.


-  -
 24


The
Company can borrow up to $2,000,000 and $1,025,000 within two credit lines. The
maturity date of these two credit lines is May 20, 2009 and June 1, 2011
respectively. The balance outstanding as of October 31, 2008 is $700,000 and
$1,300,000 is still available for use on the line of credit. Additionally, the
second line of credit has a balance of $966,666 as of October 31, 2008 with
$58,334 still available for use of equipment and facility
purchases.





The
Company raised approximately, $4,747,970 on June 23, 2008 and an additional
$252,027 on July 24, 2008 for a total of approximately 5 million dollars which
the company nettled after offering expenses $4,586,916 The company issued
1,111,109 restricted common shares along with warrants to purchase an additional
1,111,109 warrants with 722,221 having an excise price of $7.00 and 388,888 of
those warrants having an excise price of $9.00. These funds were used to expand
our energy division through the establishment of a new  solar module
factory announced on November 10, 2008 along the acquisition of a power supply
company with designing and R&D capabilities.  Additionally, these
funds will be used to provide additional working capital for the solar module
factory to purchase raw materials and to expand the solar module business
segment.





Net
cash flows provided by financing activities for the nine month period ending
September 30, 2008 was $5,306,492 compared to $1,239,836 which reflect the
company raising capital through equity with net proceeds in the amount of
$4,586,916.





Net cash
used in operating activities was $1,441,277 compared in net cash used in
operating activity of $1,698,289 as accounts receivable and inventories increase
due to new order in our solar division. The effect of exchange rates was 114,413
compared to $85,768 in the nine month period of September 30, 2007 as the RMB
continues to appreciate against the dollars. Net cash used in investing
activities was $1,628,709 for the nine month period ending September 30, 2008
compared to $140,990 for net cash used in investing activities. The increase
reflects further expansion of the company.





PLAN OF
OPERATION








In
January 2008, the Company established a new energy division that will focus on
the manufacturing and development of solar modules. The Company plans on
continuing to expand its presences in this sector along with further development
of its own brand.





The
Company raised $4,747,970 in the second quarter and an additional $252,027 on
July 24, 2008 in order to expand its solar division. These funds were obtained
from institutions and accredited investors.


Moreover,
the Company has closed its air-conditioner factory, Chengde, where sales and
profit have declined in the previous periods in order to focus on its new
products.







On  October
14, 2008, we completed the acquisition of 55% of Shanghai De Hong Electric
and  Electronic Company  Limited ("De Hong") through
acquiring 55% of the  outstanding capital stock of De Hong, a China
corporation, through  Worldwide's wholly-owned subsidiary Intech
Electro- Mechanical Products Co.,Ltd., a China corporation (“Intech”). The terms
of Agreement dated February 3, 2008 was that Intech paid cash consideration of
approximately 1 million dollars for 55% interest in DeHong in two installments
with the first installment of $714,286.00 being paid within three months of
receiving the business license which occurred on October 10, 2008 and the second
installment of $285,714 being paid no later than December 15,
2008.  The Company funded the acquisition with some of the proceeds
from its $4,747,970 unregistered sales of Equity Securities on June 23, 2008 or
1,055,103 shares of common stock.


-  -
 25




Detron is
a power supply factory in Shanghai, China with designing and R & D
capabilities. Detron revenues were about $4.1 million for the twelve months
ended December 31, 2007 and about $3.6 million for the nine month
period ending September 30, 2008. Current management of Detron will remain
in place, although changes will be made in management of  Shanghai De Hong
Electric and  Electronic Company  where Intech and Shanghai
Jingde Electric and Electronics Company limited will have  55% and 45%
control, respectively.







On
November 10, 2008 the company announced the establishment of a new solar module
production and R&D facility. We leased a 128,000-square-foot facility in
Ningbo, China. This facility will house the company’s research center and part
of its photovoltaic (PV) manufacturing operations.







The city
of Ningbo is about two hours and 15 minutes away from downtown Shanghai. The
capacity of the factory is 60 to 80 megawatts per year. Based on current market
prices for solar modules 60 to 80 megawatts equates to approximately US$225
million to $300 million in potential revenues per year.









The
company plans to continue to expand its renewable energy division. The recent
establishment of the solar factory will serve to help increase revenues and
margins in this business segment. Further, the objective for our other contract
manufacturing business is to focus on products that we have direct manufacturing
capability to produce in order to increase margins in this business
segment.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that are currently material or
reasonably likely to be material to our financial position or results of
operations.





Critical
Accounting Policies, Estimates and Judgments





This discussion and analysis of
financial condition and results of operations is based on our consolidated
financial statements, which have been prepared in accordance with U.S. generally
accepted accounting principles. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and related disclosures. On an
on-going basis, we evaluate our estimates, including those related to property,
plant and equipment, inventories, revenue recognition, inventories, accounts
receivable and foreign currency transactions and translation. We base our
estimates on historical experience and on various other market-specific
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results, however, may differ significantly from these
estimates.





We believe the following critical
accounting policies reflect the more significant judgments and estimates used in
the preparation of our consolidated financial statements:





Property, plant and
equipment





Property, plant and equipment are
stated at historical cost and are depreciated over the useful lives of the
assets. Leasehold improvements and capitalized leased equipment are amortized
over the life of the lease. Repair and maintenance expenditures that do not
significantly add to the value of the equipment or prolong its life are charged
to expense as incurred. Gains and losses on dispositions of property, plant and
equipment are included in the related period’s statement of operations.
Depreciation is computed primarily using the straight-line method based on
estimated useful lives, which range from 3 to 25 years.





-  -
 26


Inventories





Inventories consist of finished goods
of manufactured products. Our inventory is based on customer orders and the
duration of those orders. Cost is stated at the lower of cost or market on a
first-in, first-out (FIFO) basis. We have not recorded an allowance for
slow-moving or obsolete inventory. Obsolete inventory at December 31, 2007 and
2006 was minimal.


Revenue
Recognition





We recognize revenues in accordance
with the guidelines of the Securities and Exchange Commission (“SEC”) Staff
Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”. We recognize revenue
from product sales when the orders are completed and shipped, provided that
collection of the resulting receivable is reasonably assured. Amounts billed to
customers are recorded as sales while the shipping costs are included in cost of
sales. Returns on defective custom parts may only be exchanged for replacement
parts within 30 days of the invoice date. Returns on defective parts, which can
be resold, may be exchanged for replacement parts or for a
refund.  Revenue from non-refundable customer tooling deposits is
recognized when the materials are shipped or when the deposit is forfeited,
whichever is earlier.





Foreign Currency Transactions and
Translation





Transaction gains and losses result
from a change in exchange rates between the functional currencies in which a
foreign currency transaction is denominated and the reporting currency. They
represent an increase or decrease in (i) the actual functional current cash
flows realized upon settlement of foreign currency transactions and (ii) the
expected functional currency cash flows on unsettled foreign currency
transactions. All transaction gains and losses are included in other income or
expense. For all periods presented, sales to customers were primarily
denominated in U.S. dollars.





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





Management has discussed the
development and selection of these critical accounting policies with the Board
of Directors and the Board has reviewed the disclosures presented above relating
to them.





ITEM
3.                                                                                 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 Commission’s 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.




-  -
 27


Based on an evaluation performed, the
Company's certifying officers have concluded that the disclosure controls and
procedures were effective as of June 30, 2008, 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
period ended June 30, 2008, that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting





PART
II.  OTHER INFORMATION





Item
1.                                Legal
Proceedings


None





Item
2.                                Unregistered
Sales of Equity Securities and Use of Proceeds


None





Item
3.                                Defaults
upon Senior Securities


None





Item
4.                                Submission
of Matters to a Vote of Security Holders


None





Item
5.                                Other
Information


None





-  -
 28


Item
6.                                Exhibits





The
following exhibits are filed herewith:





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
            Certifications
      pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
      of 1934, as amended, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





31.2
            Certifications
      pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
      of 1934, as amended, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





32.1
            Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section  906 of the Sarbanes-Oxley Act of
  2002.





32.2
            Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.





-  -
 29


SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.








WORLDWIDE
ENERGY AND MANUFACTURING USA, INC.








By: /S/ JIMMY
WANG


Jimmy
Wang, CEO and Director





Date:  November
19, 2008








By: /S/ JEFF
WATSON


Jeff
Watson, President





Date:  November
19, 2008








By: /S/ MINDY
WANG


Mindy
Wang, Secretary, Treasurer and a director





Date:
November 19, 2008








By: /S/ JOHN
BALLARD


John
Ballard, Chief Financial Officer / Principal Accounting Officer





Date:
November 19, 2008








-  -
 30