UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-Q/A  (Amendment No. 
2
)  XQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934  For
the quarterly period ended March 31, 2009   ___
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period
from ____ to ____   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. (Exact
name of registrant as specified in its charter)  Colorado
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     [  ]
                                                 Smaller
reporting company   X  Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).      Yes__   No X  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 May 14, 2009Common Stock, no par value
3,617,512   - 1 -   PART
1 - FINANCIAL INFORMATION   ITEM
1. FINANCIAL
STATEMENTS  (a) The
unaudited financial statements of registrant for the three months ended March
31, 2009, 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.   EXPLANATORY NOTE The
restatement was the result of the carryforward effect of corrections made to the
December 31, 2008 financial statements, in particular, retained earnings,
intangible assets, and liability for income taxes.  In addition, net income
for the quarter decreased by $7,565 to $435,589 rather than previously reported
net income of $443,154 for the period ending March 31, 2009 and, as a result,
the accompanying financial statements have been restated.                - 2 -   INDEX   PageITEM 1.
 FINANCIAL STATEMENTSCONDENSED
CONSOLIDATED BALANCE SHEETS  - As Restated
4UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 - As Restated
5UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  - As
Restated
6NOTES TO THE
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7ITEM
2.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
22ITEM
3.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
28ITEM
4.
CONTROLS
AND PROCEDURES
29PART
II.  OTHER INFORMATION
30EXHIBITS
30SIGNATURES
32   - 3 -   WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS  March 31, 2009

December 31, 2008(Unaudited ) (Restated
)

(Restated)ASSETSCurrent assets:Cash and cash equivalents
$
3,520,399
$
5,092,476Accounts receivables, net of
allowances of $272,430 and $45,634, respectively

8,600,995

4,790,506Notes receivables

149,937

269,507Inventories

4,665,481

3,754,765Tax receivable

240,001

-Advances to suppliers

745,603

99,824Related parties
receivables

439,100

446,373Prepaid and other current
assets

1 
60

,069

206,770Total current assets

18,521,585

14,606,221Property, plant and equipment, net

2,029,878

1,353,539Intangible assets

1,101,000

1,101,000Goodwill

285,714

-Deposits paid for investment

1,551,890

1,724,976Investment

16,000

-Other assets

-

7,559Total assets
$
23,506,067
$
19,133,009LIABILITIES AND STOCKHOLDERS
EQUITYCurrent liabilities:Accounts payable
$
7,563,166
$
3,400,253Accrued expenses

524,468

867,291Bank loan

1,300,000

-Tax payable

337,951

364,213Due to related parties

1,242,248

1,243,024Customer deposits

133,599

964,998Total current liabilities

11,101,432

7,125,493Non-current liabilitiesBank loan-long term
portion

877,869

937,075Loan payable to
stockholders

-

60,024Total non-current liabilities

877,869

997,099Total liabilities

11,979,301

8,122,592Worldwides Stockholders equityCommon stock (No Par Value:
100,000,000 shares authorized;3,617,512 shares issued and
outstanding)

6,296,899

6,108,379Retained earnings

4,237,510

3,801,921Deferred stock based
compensation

(140,400)

-Accumulated other comprehensive
income

508,513

487,478Total Worldwides stockholders equity

11,119,570

10,397,778Non-controlling interest

624,244

612,639Total equity

11,743,814

11,010,417Total liabilities and stockholders equity
$
23,506,067
$
19,133,009 See accompanying notes to unaudited
condensed consolidated financial statements.   - 4 -


WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)  For The Three Months EndedMarch 31.(Restated)
2009

2008RevenueSales, net of returns of $0 in 2009
and $0 in 2008
$
10,281,867
$
5,404,083Cost of goods sold

8,382,275

4,239,033Gross profit

1,899,592

1,165,050Operating ExpensesOther selling, general and
administrative expenses

1,212,968

701,085Advertising

415

--Management and professional fees
paid to shareholders (Note 10)

90,000

80,320Stock based compensation

32,120

110,000Depreciation

73,176

3,972Total operating expenses

1,408,679

895,377Operating income

490,913

269,673Other Income (expenses)Interest income

11,113

1,137Interest expenses

(7,602)

(34,441)Interest expense paid to
shareholders (Note 10)

-

(17,446)Other income

903

-Exchange gain

3,637

-Total other expenses

8,379

(50,750)Net income before income taxes

499,292

218,923Income taxes
(expense)/benefit

(38,546)

11,404Net income before non-controlling interest

460,746

230,327Non-controlling interest

(25,157)

-Net income attributable to the
Company

435,589

230,327Other comprehensive incomeForeign currency
translation

21,035

98,423Comprehensive income
attributable to the non-controlling interest

(13,552)

-Comprehensive income attributable to
the Company
$
443,072
$
328,750Earnings per share
$
.16
$
0.11Weighted average shares
outstanding

2,884,129

2,069,863  See accompanying notes to unaudited
condensed consolidated financial statements.       WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) For The Three Months EndedMarch 31,(Restated) 2009

2008Cash flows from operating activitiesNet income
$
435,589
$
230,327Income attributable to
non-controlling interest

25,157

-Adjustments to reconcile net
income to net cash used in operating activities:Depreciation

73,176

27,830Allowance for bad debts

226,718

(20,000)Stock issued for services

32,120

110,000Changes in operating assets and liabilities:Accounts receivable

(4,032,814)

(2,543,985)Inventories

(908,147)

240,934Income tax receivable

(239,967)

(10,974)Loan receivable-affiliate

119,892

-Notes receivable

(645,560)

(987,203)Prepaid and other current
assets

39,200

98,312Accounts payable

4,


363,837

1,826,234Accrued expense

(359,284)

(12,028)Income tax payable

(26,444)

(19,344)Customer deposits

(831,558)

-Net cash used in operating activities

(1, 
728,085

)

(1,059,897)Cash flows from investing activitiesLoan to related parties

-

(25,987)Purchase of property and
equipment

(760,013)

(26,570)I

nvestment in subsidiaries

(285,714)

(40,680)Net cash used in investing activities

( 
1,045,727

)

(93,237)Cash flows from financing activitiesProceeds from  shareholders
loan

-

1,606,954Repayment of shareholders
loan

(60,024)

-Principal payments on loan term
debt

-

(884)Proceeds from line of
credit

1,300,000

-Repayment  of bank
loans

(43,749)

(116,962)Loan
from related parties

6,133

-Net cash flows provided by financing
activities:

1,202,360

1,489,108Effect of exchange rate changes in cash

(625)

55,331Net (decrease)/ increase in cash

(1,572,077)

391,305Cash- beginning of period

5,092,476

2,111,825Cash- end of period
$
3,520,399
$
2,503,130Supplemental disclosure of non cash investing and
financing activities:Interest paid in cash
$
-
$
51,887Income taxed paid in cash
$
39,564
$
- See accompanying notes to unaudited
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 unaudited 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, 2008, as amended, as filed in
the Company Form 10-K filed with the Commission on August 19, 2009.  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 or the
Company) is a manufacturing engineering firm and international contract
manufacturer, using factories in China, primarily servicing customers in Europe,
South Korea for our solar modules and United States-based companies that
outsource their smaller scale production orders for offshore production in
China. From our inception in 1993 until 2005, we were strictly an intermediary
or middle man, working with our customers and our subcontractors to assure
that our customers received high quality components on a timely basis that
fulfilled their specific needs. While we still subcontract a significant portion
of our business, since 2005, we have begun the transition to becoming a direct
contract manufacturer, operating several of our own factories.  Recently,
we announced two additional factories allowing us to become a direct
manufacturer for solar modules and for power supply units as described
below:  In
February of 2008, Worldwide established a solar division that focuses on
photovoltaic module technology under the brand name of AmeriSolar.  On
February 25, 2008, the Company changed its name from Worldwide Manufacturing
USA, Inc. to Worldwide Energy and Manufacturing USA, Inc. in order to reflect
its expansion into the solar energy industry. The Company issued 300,000
restricted shares for the AmeriSolar brand name. Worldwide leased a 129,167
square foot facility in Ningbo, China. The lease term is from July 18, 2008 to
July 17, 2013.This facility houses the production operations and R&D center
for the Companys solar division. This factory has the capability of producing
80MW which translates into approximately $224 million in revenues at full
capacity based on current prices. By opening this factory we hope to increase
gross margins and net margins in our solar division.   - 7
-     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  2. SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)  On
October 14, 2008, Worldwide completed the acquisition of 55% of Shanghai De Hong
Electric and Electronic Company Limited (De Hong) through acquiring 55% of the
outstanding capital stock of De Hong, a China corporation, through Worldwides
wholly owned subsidiary Intech Electro- Mechanical Products Co., Ltd., a Chinese
corporation (Intech). The Company funded the acquisition with the sale of
1,055,103 shares of its common stock, or $4,747,970. The sale of stock took
place on June 23, 2008.  Shanghai De Hong Electric and Electronic Company
is the holding company for the operating subsidiary Shanghai Intech -Detron
Electronic Co. (Detron). Therefore, Worldwide received 55% control of the
operating subsidiary Shanghai Intech-Detron Electric and Electronic Company
Limited (Detron). Detron is a power supply factory in Shanghai, China with
designing and R & D. The terms of Agreement dated February 3, 2008 was that
Worldwide USA paid cash consideration of approximately 1 million dollars for 55%
interest in DeHong. Intech paid the first installment of $714,286 on behalf of
Worldwide in September 2008. During the three months ended March 31, 2009,
Worldwide paid back $714,286 to Intech and further paid $308,414 for the second
installment and the total consideration of the investment is $1,022,700.  On
August 15, 2008, the Company formed a new company called Nantong Ningbo Solar
factory (Ningbo Solar), which is the solar energy research and development
manufacturer. The Company established a factory to provide installation services
to different solar project. The Company also acts as agent to import or export
the products and services overseas.  On
November 14, 2005, we established a die-casting and machining factory through
leasing an existing facility from a former supplier, and initially investing
approximately $500,000 to upgrade the equipment and manufacturing buildings. In
these transactions we acquired assets, the expertise of the employees, the
managers of the factories, and a portion of the existing customers of those
factories. In the third quarter of 2005, we also established an electronics
manufacturing factory. As a result, of these two continued factory operations
and the recently announced new factories described above, as of December 31,
2008 we own and operate four factories that we now use for the manufacture of
certain product lines that we historically had to subcontract, and we are using
the services of approximately 40 subcontractors to manufacture those product
lines for which we do not have our own manufacturing capabilities.  Principles
of Consolidation  The
accompanying financial statements include Worldwide Energy and Manufacturing
USA, Inc., a Colorado corporation and a public company, its operating
subsidiary, Worldwide USA, a California corporation, and six subsidiary
companies, Shanghai Intech Electro-Mechanical Products Co., Ltd., Shanghai
Intech Precision Mechanical Products Ltd., Shanghai Intech-Detron Electric and
Electronic Company Limited, Ningbo Solar Factory, and Shanghai De Hong Electric
and Electronic Company Limited, 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 March 31, 2009 and December 31,
2008 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.  Cash
and Cash Equivalents  For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents.  Income
Taxes  The Company uses the
liability approach to financial accounting and reporting for income taxes.
 The differences between the financial statement and tax bases of assets
and liabilities are determined annually.  Deferred income tax assets and
liabilities are computed for those differences that have future  - 9
-     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  tax
consequences using the currently enacted tax laws and rates that apply to the
period in which they are expected to affect taxable income.  Valuation allowances are
established, if necessary, to reduce deferred tax asset accounts to the amounts
that will more likely than not be realized.  Income tax expense is the
current tax payable or refundable for the period, plus or minus the net change
in the deferred tax asset and liability accounts.  Intangibles  Brand
name has an indefinite useful life and it is carried at cost and is not being
amortized. The Company reviews its intangible assets annually for impairment, or
sooner, if events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable.  Research
and Development  The
Company expenses the cost of research and development as incurred.  No
research and development costs were charged to operations during 2009 or 2008.  Goodwill  Goodwill represents the excess of the purchase price over the net
of the fair value of the identifiable tangible and intangible assets acquired
and the fair value of liabilities assumed in business acquisitions. In
accordance with Statement of Financial Accounting Standards (SFAS)
No. 142, Goodwill and Other Intangible Assets, management of the Company
evaluates the carrying value of goodwill annually or when a possible impairment
is indicated. The Company performs its impairment annually during the fourth
quarter of the fiscal year.  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 March
31, 2009 and December 31, 2008, accounts receivable in the amounts of $8,600,995
and $4,790,506 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 March 31, 2009 and 2008, 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 10% of the Companys gross sales during 2009 and 2008.  In the
first quarter of 2009 and 2008, 62% and 0% of the company's business was in the
renewable energy industry.  As part
of the production process, the Company may be required by its suppliers to
advance funds under short-term agreements for tooling and other pre-production
costs.  The loans are generally unsecured and may carry interest at the
prevailing market rate for short-term instruments.  Such tooling is in most
cases owned by the suppliers, and is a value primarily for the specific needs of
the Companys customers.  The Company in turn requires its customers to
provide a non-refundable down payment to cover such startup costs.  In the
event that a supplier is unable to fulfill its production agreements with the
Company, management believes that other suppliers can be found for the Companys
products.  However, a change in suppliers would cause a delay in the
production process, and could result in loss of tooling deposits and  - 11
-     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  other
supplier advances, which could negatively affect the Companys operating
results.  At March 31, 2009, the balance of advances owed to the Company is
$745,603.  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 solar 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 Three
months Ended
March 31, 2009

March 31, 2008Weighted
average number of common shares used
2,884,129

2,069,863  Recent Accounting Pronouncements  In
March 2008, the FASB issued SFAS No. 161 Disclosures about Derivative
Instruments and Hedging Activities amendment of FASB Statement No. 133 (SFAS
161).  This statement changes the disclosure requirements for derivative
instruments and hedging activities.  Entities are required to provide
enhanced disclosures stating how and why an entity uses derivative instruments;
how derivatives and related hedged items are accounted for under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS 133) and
its related interpretations; and how derivative instruments and related hedge
items affect an entitys financial position, financial performance and cash
flows.  SFAS 161 is effective in fiscal years beginning after November 15,
2008 and is required to be adopted by the Company in the first quarter of fiscal
year 2009.  The Company does not expect the adoption of SFAS 161 will have
a material impact on the Companys disclosures.  In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162,
The Hierarchyof Generally Accepted Accounting Principles(FAS
162"). This Standard identifies the sources of accounting principles and the
framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted  - 12
-     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  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 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 beginning this interim period ended
March 31, 2009. Because the Company does not issue financial guarantee insurance
contracts, the adoption of this standard did not have an effect on its financial
position or results of operations.  On
January 1, 2009, the Company adopted 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. Application of this FSP is not
expected to have a significant impact on the financial statements  On
January 1, 2009, the Company adopted FSP EITF 03-6-1, Determining Whether
Instruments Granted 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.  All
prior-period EPS data presented shall be adjusted retrospectively (including
interim financial statements, summaries of earnings, and selected financial
data) to conform with the provisions of this FSP.  The adoption of EITP
03-6-1 did not have an impact on the Company as 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
April 2008, the FASB issued EITF 07-05, Determining whether an Instrument (or
Embedded Feature) Is Indexed to an Entity's Own Stock, (EITF 07-05).  EITF
07-05 provides guidance on determining what types of instruments or embedded
features in an instrument held by a reporting entity can be considered indexed
to its own stock for the purpose of evaluating the first criteria of the scope
exception in paragraph 11(a) of FAS 133. The Company adopted EITF 07-05 on
January 1, 2009; the adoption of EITF 070-05 is not expected to have an effect
on the Companys financial reporting.  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 March 31, 2009, in the aggregate and for each of the five succeeding
fiscal years are as follows:  - 13
-     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS   Year ended
December 312009
$
201,0962010

188,8512011

152,5122012

152,5122013

150,120Total minimum
future rental payment
$
845,091  Total
rent and lease expense was $103,874 and $42,274 for the three months ended March
31, 2009 and 2008, respectively.  4. ACCOUNTS RECEIVABLE  Accounts receivable by major categories are summarized as
follows:  March 31, 2009Accounts
Receivable  pledged to banks
$
3,424,576Accounts
Receivable  others

5,448,8498,873,425Less:
allowances for doubtful accounts

272,430Total
$
8,600,995  Under
the terms of a revolving line of credit agreement with Bank of the West
indicated in note 11, 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 March 31, 2009, three
customers accounted for more than 10% of the company's accounts receivables with
total amounts of $4,909,491 representing 45.5% of the total accounts receivables
in aggregate. At March 31, 2008, one customer accounted for more than 10% of the
Companys accounts receivable, with a total amount of $2,497,855, representing
52% of total accounts receivable in the aggregate.  5. INVENTORIES  Inventories by major categories are summarized as follows:  March 31, 2009Raw
materials


$
922,888Work in
progress



490,492Finished
goods



2,336,054Finished goods
 Pledge to the bank (refer to note 11)



916,0474,665,481Less:
allowances for slowing moving items



-Total


$
4,665,481  - 14
-       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 March 31, 2009: March 31, 2009Vehicles


$
381,404Furniture & fixtures



196,152Equipment



1,701,081Software



37,252Others



38,429Leasehold improvements



229,126Less: accumulated depreciation



(985,546)Construction in progress



431,980Total


$
2,029,878  7. INTANGIBLE ASSET The  1,101,000 or $3.67 per share. The AMERISOLAR modules
are backed by ISO 9001:2000 and ISO 14000 environmental quality The intangible asset of $1,101,000 represents the brand name of
Amerisolar and the Company acquired this brand name by the issuance of 300,000
restricted shares at $3.67 per share. The "AMERISOLAR" modules are backed by ISO
9001:2000 and ISO 14000 environmental quality certifications.  The brand name is carried at cost and is not being amortized. If
an intangible asset has an indefinite useful life it is not amortized. The
useful life of an intangible asset is the period over which the asset is
expected to contribute directly or indirectly to the future cash flows of the
Company. If no legal, regulatory, contractual, competitive, economic or other
factors limit the useful life of the asset it shall be considered to be
indefinite.  In recording of the brand name is was determined that the
expected useful life is indefinite and cash flows from the brand name are
expected to contribute to the Company over an indefinite period of time.  8. DEPOSITS PAID FOR INVESTMENT  On June
24, 2008, the Company paid $51,876 for an investment in Tomii International. The
$51,876 gave Worldwide a 21% interest in Tomii International, which is
developing a pocket translation device for Chinese and English.  On
February 1, 2009, the Company paid $1,500,000 as deposits for the incorporation
of the subsidiaries of Nantong Ningbo Solar factory located in China for the
purpose of registered capital and working capital.  The money will be used
to purchase the land and to build a new facility.  9. INVESTMENT  On March 20, 2009 the
Company exchanged 8,000 shares at $2.00 for one investment unit in JK Advisors
Fund, LLC (JK) which is a partnership with approximately $1,250,000 in assets.
Management of the Company has reviewed the investment in JK for impairment and
determined there is no indication that the carrying amount of JK may not be
recoverable.  - 15
-     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  10. GOODWILL  On
October 14, 2008, Worldwide completed the acquisition of 55% of Shanghai De Hong
Electric and Electronic Company Limited (De Hong) through acquiring 55% of the
outstanding capital stock of De Hong, a China corporation, through Worldwides
wholly owned subsidiary Intech Electro- Mechanical Products Co., Ltd., a Chinese
corporation (Intech). The Company funded the acquisition with the sale of
1,055,103 shares of its common stock, or $4,747,970. The sale of stock took
place on June 23, 2008.  Shanghai De Hong Electric and Electronic Company
is the holding company for the operating subsidiary Shanghai Intech -Detron
Electronic Co. (Detron). Therefore, Worldwide received 55% control of the
operating subsidiary Shanghai Intech-Detron Electric and Electronic Company
Limited (Detron). Detron is a power supply factory in Shanghai, China with
designing and R & D. The terms of Agreement dated February 3, 2008 was that
Worldwide USA paid cash consideration of approximately 1 million dollars for 55%
interest in DeHong. Intech paid the first installment of $714,286 on behalf of
Worldwide in September, 2008. During the three months ended March 31, 2009,
Worldwide paid back $714,286 to Intech and further paid $270,579 for the second
installment and the total consideration of the investment is $1,022,700.  The
Company recorded the difference between the net tangible assets of Detron less
the purchase price as goodwill. Cash
$
411,316Accounts Receivable

1,929,314Note receivable

226,877Inventories

774,295Advances to suppliers

21,703Prepaid and other current assets

231,967Property, plant and equipment, net

158,520Other assets

3,494Goodwill

285,714Trade payables

(962,839)Accrued expenses

(422,943)Income taxes payable

(29,717)Related parties payable

(1,015,773)Comprehensive Income

7,56545% Minority Interest

(596,793)55% Net assets acquired
$
1,022,700   - 16
-     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  11. BANK LOANS  As of
March 31, 2009, the Company has the following lines of credit:  Banker

Amount of the credit line
Loan period
Interest rate
Secured by

Balance as of
March 31, 2009Bank of the
West
$
$1,300,000
5/20/2009-
5/20/2010
WallStreet Journal prime + 0.5%
70% Accounts receivable + 50%
inventory
$
1,300,000Bank of the
West
$
$1,025,000
5/20/2008
-6/1/2011
WallStreet Journal prime + 0.5%
70% Accounts receivable + 50%
inventory
$
877,869Total
loans





$
2,177,868Less : long term portion




(877,869)$
1,300,000  For maturities of
long-term loans are as follows as of March 31, 2009: June 1, 2011




877,869$
877,869  On May 20, 2008 the
Company paid off its line of credit with Well Fargo in the amount of $960,000
and established a new credit facility with Bank of the West. Under the terms of
the revolving line of credit agreement with Bank of the West dated May 20, 2008;
the Company could borrow up to $3,025,000 at a rate of 5%. This rate is subject
to change based on the prime rate for both credit lines. The revolving line of
credit is secured by the assets of the Company and guaranteed by its
officers.  The Company can borrow up
to $2,000,000 and $1,025,000 under the two credit lines. The maturity dates of
these two credit lines are May 20, 2010 and June 1, 2011, respectively. The
balance outstanding on the first line as of March 31, 2009 is $1,300,000 and
$700,000 is still available for used on the line of credit. The second line of
credit has a balance of $877,869 as of March 31, 2009 resulting in $147,131
available for use of equipment and facility purchases.  12. STOCK
TRANSACTIONS  On March 6, 2009, the Company issued 120,000 shares of its common
stock to consultants, valued at $187,200, as part of their compensation for the
consulting services. The Company amortized the consultancy fee of $187,200 over
the 12-month term of the agreement from January 1, 2009 to December 31, 2009.
The expense is $15,600 for each month and total stock-based compensation expense
would have been $46,800 for the quarter ended March 31, 2009. However, on
January 2, 2009, one of the consultants returned 4,000 shares to the Company for
the work that he did not perform, valued at $14,680 or $3.67 per share, so the
total for the quarter was $32,120.  On March 20, 2009, the Company issued 8,000 shares of its common
stock in exchange for one unit investment of JK Advisors Fund LLC, of which
1,000 shares were paid to the broker arranging the sale and the remainder was
distributed to the members of the fund.  The total number of shares of common stock outstanding as of March
31, 2009 was 3,617,512.  - 17
-     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  13. 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.  14. RELATED PARTY TRANSACTIONS  The Company paid
wages in the amount of $90,000 and $80,320 to certain stockholders, who are also
members of the Board of Directors, as of March 31, 2009 and 2008 respectively.  As of
March 31, 2009 the Company has no outstanding loan balance or accrued interest
between Jimmy and Mindy Wang, who are principal stockholders, executive officers
and members of the Board of Directors of the Company.  At March 31, 2008,
the Company owed Jimmy and Mindy Wang $ 1,195,766 which consisted of funds
provided for working capital for the Company.  The advances are interest
bearing at 8% per annum, with a default interest rate of 10%.  The Company
paid cash in the amount of $17,446 for interest expense to Mr. and Mrs. Wang for
the three months ended March 31, 2008 and no cash to such persons in the quarter
ending March 31, 2009.  15. OPERATING RISK  Interest rate risk  The
interest rates and terms of repayment to the bank are disclosed in Note 11.
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.    - 18
-     WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  15. OPERATING RISK (CONTINUED)  Foreign
currency risk  Most of
the transactions of the Company were settled in Euros, Renminbi, and U.S.
dollars.  Thus, the company has significant foreign currency risk exposure.  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  16. SEGMENT
INFORMATION  The
Companys operations are classified into seven 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. Shutai Precision sells
die cast parts. Intech Detron is a power supply factory in Shanghai, China with
designing and R & D capabilities.  Worldwide's Ningbo (WM Ningbo)
manufactures and sells solar modules.  Segmental
Data  2009 Reportable Segments (Amounts
in thousands) WWMUSA
Manufacturing

WWMUSA
Solar

IntechElectro

IntechPrecision

Shutai
Precision

IntechDetron

WMNingbo

TotalExternal
revenue
1,781

6,412

47

260

218

1,087

477

10,282Intersegment
revenue
-

-

1,215

-

170

-



1,385Interest
income
8

-

-

-

-

-

3

11Interest
expense
-

-

-

-

-

-

-

-Depreciation
(2)

-

(21)

(8)

(1)

(13)

(28)

(73)Net (loss)
profit after tax
338

-

166

(35)

(33)

31

(24)

443
(1)Expenditures
for long-lived assets
-

-

12

2

1

11

733

760  (1)
No inter-company profit was eliminated in consolidation.   - 19
-      WORLDWIDE ENERGY AND MANUFACTURING USA, INC. AND
SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  Segmental
Data  2008 Reportable Segments (Amounts
in thousands) WWMUSA

IntechElectro

IntechPrecision

Shutai
Precision

Discontinued Operations

TotalExternal
revenue
4,391

114

872

14

13

5,404Intersegment
revenue
-

1,152

-

-

-

1,152Interest
income
1

-

-

-

-

1Interest
expense
(30)

-

-

(5)

-

(35)Depreciation
(4)

-

-

-

-

(4)Net profit
after tax
175

34

19

(7)

9

230
(1)Expenditures
for long-lived assets
6

12

-

9

-

27  (1)
$(16,555) in inter-company profit was eliminated in consolidation.   17. RESTATEMENT  On August 10,
2009, the management of Worldwide Energy and Manufacturing USA, Inc. concluded
that its financial statements for the three month period ended March 31, 2009,
did not properly account for certain items as of December 31, 2008 and for the
year then ended in accordance with United States generally accepted accounting
principles, and, as a result, cannot be relied upon. The restatement was the
result of the disposal of our subsidiary, Chengde, in regards to
reclassifications where prepaid and other assets were reduced since these

assets should have been classified as an intangible assets. Further
accounts payable increase to reflect the purchase of this asset. In turn
retained earning and the corresponding income statements items, loss on
disposal, expenses and income accounts were all effected as a result of this
change and therefore being adjusted resulting in the decline of net income
  of $7,565 to $435,589 rather than previously reported net income

of $ 443,154 for period ending March 31, 200 and, as a result, the
accompanying financial statements have been restated.    In particular, the
following items were not properly accounted for:   PRIOR Mar. 31, 2009
REVISED Mar. 31, 2009
CHANGEASSETSPrepaid & other assets
$
     405,069
$   1

60
,069
($ 
245

,000)Total current assets
$ 18,766,585
$  18,521,585
($ 245,000)Intangible Assets
$
     293,279
$
      285,714
($
    7,565)Total Assets
$ 19,092,295
$  19,133,009
($ 252,565)RETAINED EARNING S

/EQUITY  - 20
-      Retained Earning s
$   4,702,687
$    4,237,540
($   465,177)Accum. Other Comprehensive
Income
$
     512,949
$
      508,513
($
      4,436)Total WEMU Shareholder Eq.
$ 11,372,135
$  10,872,552
($   469,613)Total Equity
$ 11,996,379
$  11,526,766
($   469,613)Total Liabilities/Equity
$ 23,758,632
$  23,506,067
($   252,565)INCOME STATEMENTG/A Expenses
$    1,205,781
$    1,212,968
($
       7,187)Advertising
$
                 0
$
             415
$
            415Total Oper. Expenses
$    1,401,077
$    1,408,679
$
         7,602Operating Income
$
      498,515
$
      490,913
($
       7,602)Exchange Gain
$
          3,928
($
3,637)
($
       7,565)Total other Expense
$
          8,342
$
          8,379
$
             37Net Income before Noncontrol
inter.
$
      468,311
$
      460,746
($
       7,565)Net income before tax
$
      506,857
$
      499,292
($
       7,565)Net income
$
      443,154
$
      435,589
($
       7,565)Comprehensive Income
$
      450,637
$
      443,072
($
       7,565)EPS Continuing Oper.
.13
.16
.03Weighted Avg. Shares Outstanding
3,527,956
2,884,129
(643,827)    - 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  Worldwide Energy and Manufacturing USA, Inc. (Worldwide or the
Company) is a manufacturing engineering firm and international contract
manufacturer, using factories in China, primarily supplying customers in Europe
and South Korea with respect to our solar modules and United States-based
companies that outsource their smaller scale production orders for offshore
production in China. From our inception in 1993 until 2005, we were strictly an
intermediary or middle man, working with our customers and our subcontractors
to assure that our customers received high quality components on a timely basis
that fulfilled their specific needs. While we still subcontract a significant
portion of our business, since 2005, we have begun the transition to becoming a
direct contract manufacturer, operating several of our own factories.
 Recently, we announced two additional factories allowing us to become a
direct manufacturer for solar modules and for power supply units as described
below:  On
October 14, 2008, Worldwide completed the acquisition of 55% of Shanghai De Hong
Electric and Electronic Company Limited (De Hong) through acquiring 55% of the
outstanding capital stock of De Hong, a China corporation, through Worldwides
wholly owned subsidiary Intech Electro- Mechanical Products Co., Ltd., a Chinese
corporation (Intech). The Company funded the acquisition with the sale of
1,055,103 shares of its common stock, or $4,747,970. The sale of stock took
place on June 23, 2008.  Shanghai De Hong Electric and Electronic Company
is the holding company for the operating subsidiary Shanghai Intech -Detron
Electronic Co. (Detron). Therefore, Worldwide received 55% control of the
operating subsidiary Shanghai Intech-Detron Electric and Electronic Company
Limited (Detron). Detron is a power supply factory in Shanghai, China with
designing and R & D. The terms of Agreement dated February 3, 2008 was that
Worldwide USA paid cash consideration of approximately 1 million dollars for 55%
interest in DeHong. Intech paid the first installment of $714,286 on behalf of
Worldwide in September, 2008. During the three months ended March 31, 2009,
Worldwide paid back $714,286 to Intech and further paid $270,579 for the second
installment and the total consideration of the investment is $1,022,700.  On
August 15, 2008, the Company formed a new company called Nantong Ningbo Solar
factory (Ningbo Solar), which is the solar energy research and development
manufacturer. The Company established a  - 22
-     factory
to provide installation services to different solar projects. The Company also
acts as agent to import or export the products and services overseas.  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 $5,000,000 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.   - 23
-     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
which now represents approximately 62% 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 March 31, 2009 were $10,281,867 compared to
net sales of $5,404,083 for the same period in 2008. This increase of $4,877,784
or approximately 90.3% was the result of an increase in orders in our energy
division and the recent acquisition of Detron. Solar orders for quarter ending
March 31, 2009 were $6,412,210 compared to $2,505,977 in the same period in
2008. This represents an increase of $3,906,233 or approximately 155.9%.
Additionally, the recent acquisition of Detron resulted in an increase in
revenues of approximately $1,087,000. The Company will continue to focus on the
expansion of its energy division by the continued development of its newly
established solar factory in Ningbo, China as well as the continued quality
enhancements of its solar module brand, "Amerisolar".  Gross
profit increased by $734,542, or approximately 63.0% from $1,165,050 in the
quarter ending March 31, 2008 to $1,899,592 for the three months ending March
31, 2009,  primarily reflecting  solar module sales in the energy
division Cost of goods sold for the three months ended March 31, 2009
was $8,382,275 compared to $4,239,033 for the same period in 2008.  The
increase of $4,143,242 or approximately 97.7% was the result of greater revenues
in the energy division.  The
gross margin was 18.5% for the three months ending March 31, 2009 compared to
21.6% in the same period in 2008. The declined of 3.1% 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.   It is
expected that gross margins will improve as the Company continues its transition
of becoming a direct  - 24
-     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 and margins to increase.  In the
period ending March 31, 2009 there was stock based compensation of $32,120
compared to the non-cash deduction of $110,000 for stock based compensation in
2008. Further the Company had depreciation expense of $73,176 in the period
ending March 31, 2009 compared to $3,972 in the same period of 2008, due to the
greater amount of depreciable assets owned by the Company.  Net
income before taxes for the three months ending March 31, 2009 was $499,292
compared to a net income before taxes of $218,923 in the same quarter of 2008.
The increase of $280,369 or approximately 128,1% was largely the result of the
increased sales of our solar modules. Net income after tax was $435,589 for the
three months ending March 31, 2009 compared to a net income after tax of
$230,327 in the same quarter of 2008. The increase of $205,262 or approximately
89.1% was also due to the increased sales of our solar modules.  General
and administration expenses for the three months ended March 31, 2009, totaled
$1,212,968 compared to $701,085 in the same quarter in 2008. The increase of
$511,883 or approximately 73.0% was due to the establishment of our solar module
factory and recent expenses associated with the acquisition of Detron. LIQUIDITY The
following is a summary of Worldwides cash flows from operating, investing, and
financing activities during the periods indicated:  Three months ended March 31,2009
2008Cash at
Beginning of Period
$5,092,476
$2,111,825Operating
activities (used)
$(1,893,621
(1,059,897)Investing
activities (Used)
$(586,913
$(93,237)Financing
activities
$909,082
$1,489,108Net effect on
cash
$(625)
$55,331Cash at End of
Period
$3,520,399
$2,503,130 The
Company funded its growth largely from its proceeds of $4,747,970 from the sale
on June 23, 2008 of 1,055,103 shares of its common stock, and from additional
sale of $252,027 or 56,007 shares of common stock later in 2008.  This was
used to help fund these new acquisitions and to provide additional working
capital for the Company. The Company netted $4,608,036 from the sales of these
securities.  In 2008
our credit line was increased by approximately $775,000 from a line of
credit in the amount of $2.25 million with Golden Gate Bank to $3.025 million,
as a result of securing two new credit lines with Bank of the West, one for
$1,025,000 and the other for $2,000,000. The credit line with Golden Gate Bank
was subsequently closed. These revolving lines of credit are secured by the
assets of the Company and guaranteed by its officers. The maturity date of these
two credit lines is May 20, 2010 and June 1, 2011, respectively. The balance
outstanding as of March 31, 2009 is $1,300,000, and $700,000 is still available
for use on the line of credit. Additionally, the second line of credit has a
balance of $877,869 as of March 31, 2009, with $147,131 still available for use
of equipment and facility purchases.   - 25
-     In
addition the increase in net profits of $205,262 or 89.1% over the quarter
ending March 31, 2009 provided the Company with greater liquidity and financial
resources. The Company feels that it has sufficient capital to continue to fund
its operations.  For the
quarter ending March 31, 2009, net cash used in operations was $1,893,621
compared to net cash used in March of 2008 of $1,059,897. The major factors for
this increase in net cash used in operations were the increase in accounts
receivables and inventory due to the Company's growth in sales. Net cash used in
investing was $586,913 in the March 31, 2009 quarter, compared to net cash used
of $93,237 in the same period of 2008. This increase was the result of our
acquisition of Detron and the establishment of our new solar module factory. The
Company anticipates further expansion in 2009 and will finance this growth
through Company profitability as well as outside sources of funding if required.
Net cash flows provided by financing activities in the March 31, 2009 quarter
was $909,082 compared to $1,489,108 in 2008.  The
Company raised approximately, $4,747,970 on June 23, 2008 and an additional
$252,027 on July 24, 2008 for gross proceeds of approximately $5 million, or net
proceeds of $4,586,916 after offering expenses. The Company issued 1,111,109
restricted common shares along with warrants to purchase an additional 1,111,109
shares with 722,221 warrants having an exercise 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.  PLAN
OF OPERATION  We plan
to continue our expansion efforts in the solar module industry through expansion
of our solar module factory in Ningbo, China. We will attempt to increase our
customer base in this industry by achieving greater product enhancements and
sales efforts. Further, we feel that our recent acquisition of Detron will bring
more revenues and profits as we continue to streamline our present electronic
factory into the new acquisition as well as improve the operation of Detron and
our other factories in China. Additionally, we intend to begin expansion of our
marketing into the U.S. solar module market in the third quarter of 2009.  Off-Balance Sheet Arrangements  We do not have any
off-balance sheet arrangements that are currently material or reasonably likely
to be material to our financial position or results of operations.  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.   - 26
-     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.  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 March 31, 2009 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.   - 27
-     ITEM
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET 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  We
transact business in foreign currencies and may be exposed to risk resulting
from fluctuations in foreign currency exchange rates, particularly the Renminbi,
("RMB"), and the Euro ("EUR"), which may result in gains or losses reported in
our earnings. The volatilities in RMB and EUR are monitored by us throughout the
year. We face two risks related to foreign currency exchange rates: translation
risk and transaction risk. Amounts invested in our foreign operations are
translated into U.S. Dollars using period-end exchange rates. The resulting
translation adjustments are recorded as a component of accumulated other
comprehensive income (loss) in stockholders' equity. Revenues and expenses in
foreign currencies translate into higher or lower revenues and expenses in U.S.
Dollars as the U.S. Dollar weakens or strengthens against other currencies.
Substantially all of the revenues of our foreign subsidiaries are received, and
substantially all expenses are incurred, in currencies other than the U.S.
Dollar, which increases or decreases the related U.S. Dollar reported revenues
and expenses depending on the trend in currencies. Therefore, changes in foreign
currency exchange rates may negatively affect our consolidated revenues and
expenses. Net foreign currency transaction gains or losses arising from
transactions in our foreign operations denominated in currencies other than the
local functional currency are included in other income (expense), net in the
consolidated statements of operations. While we have not engaged in foreign
currency hedging to date, we may in the future use hedging programs, including
currency forward contracts, currency options and/or other derivative financial
instruments commonly utilized if it is determined that such hedging activities
are appropriate to reduce risk. In addition 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.  Inflation  Inflationary factors such as increases in the cost of our product
and overhead costs may adversely affect our operating results. Although we do
not believe that inflation has had a material impact on our financial position
or results of operations to date, a high rate of inflation in the future may
have an adverse effect on our ability to maintain current levels of gross margin
and selling, general and administrative expenses as a percentage of net revenues
if the selling prices of our products do not increase with these increased
costs    - 28
-     ITEM
4. CONTROLS
AND PROCEDURES  We are
required to maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (also our principal
executive officer) and our chief financial officer (also our principal financial
and accounting officer) to allow for timely decisions regarding required
disclosure.  Under
the PCAOB standards, a significant deficiency is a control deficiency, or
combination of control deficiencies, that, in Windes managements

judgment, would adversely affect the ability to initiate, authorize, record,
process, or report external financial data reliably in accordance with generally
accepted accounting principles such that there is more than a remote likelihood
that a misstatement of the annual or interim financial statements that is more
than inconsequential will not be prevented or detected. A material weakness is a
significant deficiency, or combination of significant deficiencies, that, in our
judgment, results in more than a remote likelihood that a material misstatement
of the annual or interim financial statements will not be prevented or
detected.  The
material weaknesses identified were as follows:  RESTATEMENT ISSUES: The restatement of the March 31, 2009
financials was the result of the disposal of our subsidiary, Chengde, in
regards to reclassifications where prepaid and other assets was reduced since
this assets should have been classified as an intangible assets. Further
accounts payable increase to reflect the purchase of this asset. In turn
retained earning and the corresponding income statements items, loss on
disposal, expenses and income accounts were all effected as a result of this
change and therefore being adjusted resulting in the decline of net income of
$7,565 to $435,589 rather than previously reported net income of  $443,154
for period ending March 31, 200 and, as a result, the accompanying financial
statements have been restated. Our
management has discussed these material weaknesses with our board of directors
and has engaged in the following remediation efforts to ensure that the
significant deficiencies do not reoccur: we are adding additional accounting
staff with greater expertise to assist the company in preparation of its
financial statement in China  These
remediation efforts are designed to address the material weaknesses identified
and to improve and strengthen our overall control environment. We believe these
actions will prevent the significant deficiencies from reoccurring. Our
management, including our principal executive officer and principal financial
officer, does not expect that disclosure controls or internal controls over
financial reporting will prevent all errors, even as the aforementioned
remediation measures are implemented and further improved to address all
deficiencies. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions.  The
implementation of our remediation plan will require substantial expenditures,
could take a significant period of time to complete, and could distract our
officers and employees from the operation of our business. However, our
management believes that these remediation efforts will be complete by the end
of the 2009 fiscal year.   - 29
-     Our
management has evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of the date of this report, under the
supervision and with the participation of our president (also our principal
executive officer) and chief financial officer (also our principal financial and
accounting officer), in order to conclude if our disclosure controls and
procedures are effective. Based on the information set forth above, our
management has determined that, as of the date of this report, we do not have
effective disclosure controls and procedures.  PART II.
 OTHER INFORMATION  Item
1. Legal
Proceedings None.  Item
1A. Risk
Factors (herein incorporated by reference from Annual Report on Form 10-K filed
with the Securities and Exchange Commission on April 14, 2009).  Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds  On March 6, 2009, the Company issued 120,000 shares of its common
stock to consultants, valued at $187,200, as part of their compensation for the
consulting services. The Company amortized the consultancy fee of $187,200 over
the 12-month term of the agreement from January 1, 2009 to December 31, 2009.
The expense is $15,600 for each month and total stock-based compensation expense
would have been $46,800 for the quarter ended March 31, 2009. However, on
January 2, 2009, one of the consultants returned 4,000 shares to the Company for
the work that he did not perform, valued at $14,680 or $3.67 per share, so the
total for the quarter was $32,120.  On March 20, 2009, the Company issued 8,000 shares of its common
stock in exchange for one unit investment of JK Advisors Fund LLC, of which
1,000 shares were paid to the broker arranging the sale and the remainder was
distributed to the members of the fund.  Item
3. Defaults
upon Senior Securities None  Item
4. Submission
of Matters to a Vote of Security Holders None  Item
5. Other
Information None  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).  3.3 Amendment
to the Articles of Incorporation to change the name of the Company from Tabatha
III, Inc. to Worldwide Manufacturing USA, Inc., filed with the Colorado
Secretary of State on November 4, 2003 (herein incorporated by reference from
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
April 14, 2009).  - 30
-      3.4 Amendment
to the Articles of Incorporation to change the name of the Company from
Worldwide Manufacturing USA, Inc. to Worldwide Energy and Manufacturing USA,
Inc., filed with the Colorado Secretary of State on February 4, 2008 (herein
incorporated by reference from Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 14, 2009).  4.1 Specimen
Common Stock Certificate (incorporated by reference from Registration Statement
on Form 10-SB filed with the Securities and Exchange Commission on October 11,
2000).  4.2 Specimen
Class A Convertible Preferred Stock Certificate (incorporated by reference from
Registration Statement on Form 10-SB/A filed with the Securities and Exchange
Commission on October 11, 2000).  10.1 Common
Stock Purchase Warrant (incorporated by reference from Form 10-KSB filed with
the Securities and Exchange Commission on September 27, 2001).  14.1 Code
of Ethics (incorporated by reference from Form 10-KSB filed with the Securities
and Exchange Commission on March 31, 2005).    31.1 Certification
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934, as amended.  31.2 Certification
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934, as amended.  32.1 Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.  32.2 Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.   - 31
-     SIGNATURES  Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be singed on its behalf by the undersigned thereunto duly
authorized.   WORLDWIDE ENERGY
AND MANUFACTURING USA, INC.  By: /S/ JIMMY
WANG Jimmy Wang, CEO
and Director (duly authorized officer)  Date:  August

31
, 2009   By: /S/ JOHN
BALLARD John Ballard,
Chief Financial Officer (principal financial and accounting officer)  Date:  August

31
, 2009          - 32
-