UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB   XQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2007  ___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____   WORLDWIDE MANUFACTURING USA, INC. (Exact name of registrant as specified in its charter)  Colorado0-3176184-1536519(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)1142 Cherry Avenue
San Bruno, CA  94066-6523(Address of principal executive offices)  Registrants telephone number, including area code: (650) 794-9888  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X      No  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 SecuritiesShares Outstanding at June 30, 2007Common Stock, no par value2,037,363  Transitional Small Business Disclosure Format           Yes         No X        - 1 -      PART 1 - FINANCIAL INFORMATION   ITEM 1. FINANCIAL STATEMENTS  (a) The unaudited financial statements of registrant for the six months ended June 30, 2007, 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 SHEET (UNAUDITED)4CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)5CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)6NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)8ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS26ITEM 3.
CONTROLS AND PROCEDURES26PART II.  OTHER INFORMATION26EXHIBITS26SIGNATURES28          - 3 -    WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES   (UNAUDITED) CONDENSED CONSOLIDATED BALANCE SHEET  June 30,2 0 0 7Current assetsCash and cash equivalents$939,504Accounts receivablenet allowance for doubtful accounts of $29,363)2,597,362Inventories2,923,939Income taxes receivable92,478Loan receivable33,850Advances to suppliers724,448Prepaid and other current assets54,638Total current assets7,366,219Property, plant and equipment, netOther assets554,5706,636Total assets$7,927,425Current liabilitiesAccounts payable$1,889,273Related parties payable582,310Lines of credit930,000Accrued expenses36,865Current portion of long-term debt (note 8)886Other notes payable93,300Total current liabilities3,532,634Commitments and contingencies (note 3)Non-current liabilitiesLoan payable to shareholders, less current portion (note 10)959,264Total non-current liabilities959,264Total Liabilities4,491,898Stockholders' equityCommon stock (No Par Value: 100,000,000 shares authorized; 2,037,363 shares issued and outstanding241,371Accumulated other comprehensive income192,560Retained earnings3,001,596Total Stockholders equity3,435,527Total liabilities and stockholders' equity$7,927,425  The accompanying notes are an integral part of the condensed consolidated financial statements.   - 4 -    WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES  (UNAUDITED) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME  For the Six Months Ended June 30,2 0 072 0 0 6RevenuesRegular sales, net of returns$         6,875,335$         5,237,336Cost of goods sold(5,188,770)(3,936,958)Gross profit1,686,5651,300,378Operating expensesOther selling, general and administrative1,206,996968,087Advertising-3,220Management and professional fees paid to
shareholders (note 10)108,00063,000Depreciation16,69647,941Total operating expenses1,331,6921,082,248Net operating income354,873218,130Other income (expense)Interest income1,3888,524Interest expense(29,881)(51,492)Interest expense to shareholder (note 10)(12,250)-Other income124,677-Exchange (loss)(95,366)(19,264)Total other income (expense)(11,432)(62,232)Net income before income taxes343,441155,898Income tax benefit/(expense)(16,283)6,000Net income$           327,158$         161,898Other comprehensive incomeForeign currency translation adjustment32,94516,237$           360,103$         178,135Earnings per share$                 0.16$               0.08Weighted average shares outstanding2,033,0832,030,863   The accompanying notes are an integral part of the condensed consolidated financial statements.  - 5 -     WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHESIVE INCOME  Three Months EndedJune 30,20072006RevenueRegular sales, net of returns$4,088,536$2,861,897Cost of goods sold(3,146,321)(2,212,971)Gross profit942,215648,926Operating ExpensesOther selling, general and administrative expenses682,964432,642Advertising-3,220Management and professional fees paid to shareholders (note 10)76,50031,500Depreciation7,77722,963Total operating expenses767,241490,325Net operating income174,974158,601Other Income (expenses)Interest income6962,276Interest expenses(6,141)(27,847)Interest expense paid to Shareholders (Note 10)(12,250)-Other income124,677-Exchange (loss)(55,824)(19,264)Total other income (expenses)51,158(44,835)Net income before income taxes226,132113,766Income taxes benefit/ (expense)(2,988)22,919Net income$223,144$136,685Other comprehensive incomeForeign currency translation49,2412,576Total Comprehensive income$272,385$139,261Earnings per share$0.11$0.07Weighted average shares outstanding2,033,0832,030,863    - 6 -    WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months EndedJune 30,20072006Cash flows from operating activitiesNet income$327,158$161,898Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation43,67547,941Stock issued for services32,500-Changes in operating assets and liabilities:Accounts receivables(301,589)(346,455)Inventories(420,005)(146,295)Income tax receivable(18,451)(20,735)Loan receivable(17,962)140,384Advances to suppliers(500,673)248,685Prepaid and other current assets20,766,169,839Accounts payable(379,328)(590,429)Accrued expense37,065(54,453)Other current liabilities-38,185Net Cash used In Operating Activities(1,176,844)(351,435)Cash flows from investing activitiesCapital expenditure(105,637)(44,509)Net Cash Used In Investing Activities(105,637)(44,509)Cash flows from financing activitiesProceeds from loan payable from shareholders438,126(59,960)Principal payments on loan term debt-(1,267)Proceeds from lines of credit311,113363,913Net cash flows provided by financing activities:749,239302,686Effect of exchange rate changes in cash32,94516,238Net (decrease) in Cash(500,297)(77,020)Cash- beginning of period1,439,801794,392Cash- end of period$939,504$717,372Supplemental disclosure of non cash investing and financing activities:Interest paid in cash$42,129$51,542Income taxed paid in cash$41,392$12,631  The accompanying notes are an integral part of the condensed consolidated financial statements  - 7 -    WORLDWIDE MANUFACTURING USA, INC. AND SUBSIDIARIES  NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   1. MANAGEMENT'S REPRESENTATION OF INTERIM FINANCIAL INFORMATION  The accompanying financial statements have been prepared by Worldwide 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, 2006 as filed in the Company Form 10-KSB filed with the Commission on April 13, 2007.  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 Manufacturing USA, Inc. (Worldwide, the Company) is a manufacturing engineering firm and international contract manufacturer, using factories in China.  Worldwide provides services to several companies in the United States, primarily the aerospace, automotive, and electronics industries.  Worldwide employs twenty-five (25) staff engineers through its wholly owned subsidiary, Shanghai Intech Electro-Mechanical Products Co., Ltd. (Intech).  Intech provides technical advisory, design, delivery, material procurement, and manufacturing quality control services.  Worldwide uses its engineers to write the production and inspection procedures, manages the production process, and conducts quality control audits as well as in-progress and final inspections of the customers products.  On September 30, 2003, the Company, formerly known as Tabatha III, Inc., acquired all of the issued and outstanding common stock of Worldwide Manufacturing USA, Inc. (Worldwide USA), a privately held operating company, in a share exchange transaction.  The Company issued 27,900,000 shares in the share exchange transaction for 100%, or 10,000 shares, of the issued and outstanding shares of Worldwide USAs common stock.  Immediately prior to the acquisition, 10,762,000 shares of stock had been outstanding, and as part of the acquisition arrangement, certain shareholders of Tabatha III, Inc. agreed to surrender for cancellation a total of 8,662,000 common shares held by them.  Total shares outstanding after the Worldwide USA acquisition were 30,000,000.  As a result of the share exchange transaction, Worldwide USA became a wholly-owned subsidiary of the Company.  The parent company, Tabatha III, Inc., changed its name to Worldwide Manufacturing USA, Inc. in November, 2003.   - 8 -    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. February 2, 2007, the Company formed another company called Shanghai Shutai Intech Precision Machinery Co., Ltd. which did not commence business during the six months ended June 30, 2007. All those companies are the wholly owned subsidiary of Worldwide Manufacturing USA, Inc.  Principles of Consolidation  The accompanying financial statements include Worldwide Manufacturing USA, Inc., a Colorado corporation (formerly Tabatha III, Inc.) and a public company, its operating subsidiary, Worldwide USA, a California corporation, and three subsidiary companies owned by Worldwide USA.  Intercompany transactions have been eliminated in consolidation.  Property and equipment  Property and equipment are stated at historical cost and are depreciated over the useful lives of the assets. Depreciation is computed primarily using the straight-line method based on estimated useful lives, which range from 3 to 25 years.  Impairment of Long-lived Assets  Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests.  Inventories  Inventories consist of finished goods of manufactured products.  Cost is stated at the lower of cost or market on a first-in, first-out (FIFO) basis.  The Company has not recorded an allowance for slow-moving or obsolete inventory.  Obsolete inventory at June 30, 2007 and 2006 was minimal.   - 9 -    2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  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.  Advertising Costs  The Company generally expenses advertising costs as incurred.  Advertising expenses charged to operations were $ 0 and $ 3,220 in 2007 and 2006, respectively.  Repairs and Maintenance  Repairs and maintenance of a routine nature are charged as incurred to operations, while those that extend or improve the life of existing assets are capitalized.  Income Taxes  The Company uses the 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.  The September 30, 2003 recapitalization of the Company qualifies as a reverse acquisition under Section 1.1502-75(d)(3) of the Internal Revenue Code.  Prior to this date, the shareholders of the Company had elected for it to be taxed as a Subchapter S corporation.  Consequently, no income taxes have been recorded in the financial statement for income earned for the nine-month period ended September 30, 2003.  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 2007 or 2006.   - 10 -    2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  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.  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 June 30, 2007 and 2006, both short and long-term receivables in the amounts of $805,289 and $513,913, respectively, were pledged as collateral in connection with bank loans.   - 11 -    2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Compensated Absences  Employees of the Company are entitled to be compensated for absences depending on job classification, length of service, and other factors.  At June 30, 2007 and 2006, the minimal amounts unused by employees could not be estimated, and accordingly, no provision is recorded.   Concentrations, Risks, and Uncertainties  The Company has only one concentration of business with suppliers constituting greater than 10% of the Companys purchasing volume, and the Companys one largest supplier comprised 13.34% of its manufacturing cost, versus 26.84% during 2006.  The Company did not have concentration of business with customers constituting greater than 10% of the Companys gross sales. The Companys customers in the aerospace, telecommunications, automotive, and electronics industries comprised the majority of its sales in 2007 and 2006.  These four industries counted for 60% of the Companys sales in 2007 and 2006.  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 June 30, 2007 and 2006, the balance of advances owed to the Company is $ 0 and $ 185,400, respectively.  The Company sells its goods and services internationally, although the majority of its revenue is derived from customers in the United States.  As such, the Company is susceptible to credit risk on accounts and notes receivable from customers in that region.  Additionally, a significant portion of the Companys U.S. customers consists of entities in the aerospace industry, which has proven to be sensitive to swings in the economic cycle.  Generally, the Company does not obtain security from its customers in support of accounts receivable.  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.   - 12 -    2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  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 Six Months Ended June 30June 30, 2007June 30, 2006Weighted average number of common shares used2,033,0832,030,863   Recent Accounting Pronouncements FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109 In July 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in tax positions. This Interpretation requires that the Company recognize in its consolidated financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for the Company on January 1, 2007, with the cumulative effect of the change in accounting principle, if any, recorded as an adjustment to opening retained earnings. The Company is currently evaluating the impact of adopting FIN 48 on its consolidated financial statements. SFAS 157, Fair Value Measurements  In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements, where fair value is the relevant measurement attribute. The standard does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting SFAS 157 on its consolidated financial statements. Recent Accounting Pronouncements (Continued) SFAS 157, The Fair Value Option for Financial Assets and Financial Liabilities - In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities(``FAS 159''). FAS 159 permits an entity to choose, at specified election dates, to measure eligible financial instruments and certain other items at fair value that are not currently required to be measured at fair value. An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. FAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of  - 13 -    2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  assets and liabilities. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. An entity may adopt this standard and elect the fair value option for existing eligible items as of January 1, 2007, provided that the choice to adopt early shall be made after the issuance of this standard, but within 120 days of the beginning of the fiscal year of adoption. At the effective date, an entity may elect the fair value option for eligible items that exist at that date. The entity shall report the effect of the first remeasurement to fair value as a cumulative−effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the potential impact of FAS 159 on its statements of operations and financial condition when adopted. Staff Accounting Bulletin (SAB) No. 108 - In September 2006, the SEC issued SAB No. 108, which provides guidance on the process of quantifying financial statement misstatements. In SAB No. 108, the SEC staff establishes an approach that requires quantification of financial statement errors, under both the iron-curtain and the roll-over methods, based on the effects of the error on each of the Companys financial statements and the related financial statement disclosures. SAB No.108 is generally effective for annual financial statements in the first fiscal year ending after November 15, 2006. The transition provisions of SAB No. 108 permit existing public companies to record the cumulative effect in the first year ending after November 15, 2006 by recording correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Management does not expect that the adoption of SAB No.108 would have a material effect on the Companys consolidated financial statements. Reclassifications Certain 2006 balances have been reclassified to conform with 2007 presentation.  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, 2006, in the aggregate and for each of the five succeeding fiscal years are as follows:   Year ended December, 312007$94,9622008132,864200982,517201024,918Total minimum future rental payment$335,261  Total rent and lease expense was $79,618 and $ 66,827 as of June 30, 2007 and 2006, respectively.  - 14 -    4. ACCOUNTS RECEIVABLE  Accounts receivable by major categories are summarized as follows:  2007Accounts Receivable  pledged to banks$805,289Accounts Receivable  others1,821,4362,626,725Less: allowances for doubtful accounts(29,363)Total$2,597,362  Under the terms of a revolving line of credit agreement with Golden Gate Bank indicated in note 8, the revolving line of credit is secured by 75% of accounts receivable and all business assets of the company and guaranteed by its officers.  Concentrations in Accounts Receivable - At June 30, 2007, two customers accounted for more than 10% of the Groups accounts receivable, with total amounts of $ 603,707, representing 23% of total accounts receivable in aggregate. At June 30, 2006, no customer accounted for more than 10% of the Groups accounts receivable.   5. INVENTORIES  Inventories by major categories are summarized as follows:  2007Raw materials$105,158Raw materials  pledged to the bank (refer to note 8)70,106Work in progress181,945Finished goods2,566,7302,923,939Less: allowances for slowing moving items-Total$2,923,939   - 15 -    6. PROPERTY AND EQUIPMENT Property and equipment, which is located in the USA and PRC, consisted of the following at June 30, 2007: 2007Vehicles$150,827Furniture & fixtures4,496Equipment748,791Software35,461Leasehold improvements9,170948,745Less: accumulated depreciation(394,175)Total$554,570   7. SHORT TERM LOAN  As of June 30, 2007, the Company has the following line of credits:  BankerLoan periodInterest rateSecured by2007(1) Golden State Bank2/14/07-2/14/08WallStreet journal prime + 0.50%75% Accounts receivable + 40% inventory$ 930,000  The Company established two new credit facilities with Golden State Bank, a division of Greater Bay Bank NA. Under the terms of a revolving line of credit agreement with Golden Gate Bank dated February 14, 2007, the Company could borrow up to $1,500,000 at 0.5% above the reported World Street Journal Prime through February 14, 2008.  Funds from these borrowings may be used for any purpose.  The revolving line of credit is secured by all business assets of the company and guaranteed by its officers. On June 30, 2007 the amount used on the line of credit was $930,000.  The other bank facilities from Golden State Bank is financed up to the limit of $750,000, with interest at 0.5% above the reported World Street Journal Prime with loan term of 54 months from February 15, 2007 to August 14, 2011, secured by the assets of the company and guaranteed by its officers.  - 16 -     8. LONG TERM DEBT  As of June 30, 2007, the Company has the following long-term loans:  June 302007An installment loan payable to a finance company is secured by equipment, having a carrying value of $884, and bears interest at 5.0% per annum.$884Bank borrowing from Golden State Bank is financed up to the limit of $750,000, with interest at 0.5% above the reported World Street Journal Prime with loan term of 54 months from February 15, 2007 to August 14, 2011, secured by the assets of the company and guaranteed by its officers.-Total loans884Less: current portion884Long-term loans, less current portion$Future maturities of long-term loans are as follows as of June 30, 2007:20078842008-2009-2010-2011-Total$884   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.   - 17 -    10. RELATED PARTY TRANSACTIONS  The Company paid wages in the amount of $108,000 to certain shareholders, who are also members of the Board of Directors, as of June 30, 2007.  Jimmy and Mindy Wang, who are principal shareholders, executive officers and members of the Board of Directors of the Company, have advanced funds to the Company for working capital purposes.  At June 30, 2007, the Company owed Jimmy and Mindy Wang $959,264. 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 $12,250 for interest expense to Mr. and Mrs. Wang for the six months ended June 30, 2007.   11. OPERATING RISK  Interest rate risk  The interest rates and terms of repayment of bank and other borrowings from shareholders 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 and U.S. dollars.  In the opinion of the directors, the Company would not have significant foreign currency risk exposure.  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    - 18 -    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 equipments.  Segmental Data  2007 Reportable Segments (amounts in thousands) WWMUSAIntech
ElectroChangchun
ChangdeIntech
PrecisionTotalExternal revenue4,2441882269115,569Intersegment revenue-1,306--1,306Interest income11Interest expense(30)-(30)Depreciation under administrative expenses(7)(7)(1)(2)(17)Net profit after tax(66)184498220(1)Assets3,1522,5522921,9317,927Expenditures for long-lived assets-3-125128  (1) $ (16,555) in inter-company profit was eliminated in consolidation.   Segmental Data  2006 Reportable Segments (amounts in thousands) WWMUSAIntech
ElectroChangchun
ChangdeIntech
PrecisionTotalExternal revenue4,0001462408515,237Intersegment revenue-2,684--2,684Interest income-62-8Interest expense(52)---(52)Depreciation under administrative expenses(9)(32)(1)(6)(48)Net profit after tax(258)29122124162(1)Assets3,1978461841,0755,301Expenditures for long-lived assets7713045  (1) $16,937 in inter-company profit was eliminated in consolidation.    - 19 -    13. STOCK TRANSACTION  On April 19, 2006, a Special Meeting was held to approve a 1:15 reverse stock split which was approved by the majority of the shareholders of Worldwide. Prior to the reverse stock split, there were approximately 30,437,500 shares outstanding.  After the split there are approximately 2,029,167 shares outstanding. In addition, as a result of the split, the Companys stock symbol changed from WMFG to WWMU.  The stock split became effective on April 21, 2006.                  - 20 -    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-QSB, 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.  We feel that as a contract manufacturer, we are constrained in our growth for a number of reasons. Many Fortune 500 and other large companies either cannot, or choose not, to work with contract manufacturers preferring to go directly to the source that can manufacture the product and thereby avoid the additional expense of the middleman. This is particularly true for very large orders, where the added cost of the middleman can have a material impact on the customers bottom line. As a result, our revenues have for the most part been limited to smaller scale production orders primarily (but not entirely) placed by companies that are not among the largest companies in the United States or elsewhere. Additionally, as a middleman we must share any potential gross profit with the subcontracting factory. Therefore, our customers are generally smaller, the orders they place are generally smaller and the income and profit we can generate from those orders is of necessity limited because we are not directly manufacturing the products. On the other hand, when we subcontract the actual manufacturing of our customers products and components, we do not need to hire factory employees, purchase materials, purchase and maintain manufacturing equipment or incur the costs of the manufacturing facilities. To some extent, these costs are built into the price charged by our subcontractors, but if we do not place orders, we do not incur those costs.  Our management has carefully considered these factors and during 2004 made the strategic decision to move our company away from our historical complete reliance on subcontractors. At the beginning of 2005 we did not own any of our own factories and used as our suppliers of materials and labor approximately 100 factories in China, mostly in Shanghai or the surrounding area. During the first quarter of 2005, we acquired the assets of Chengde, a factory that manufactures automobile air  - 21 -    conditioning units, and in the fourth quarter of 2005, we established a die-casting and machining factory through leasing an existing facility from a former vendor and initially investing approximately $500,000 to upgrade the equipment and manufacturing buildings. In these transactions we acquired assets, the expertise of the employees, the managers of the factories, and a portion of the existing customers of those factories. In the third quarter of 2005, we also established an electronics manufacturing factory. As a result, as of June 30, 2007, we own and operate three factories that we now use for the manufacture of certain product lines that we historically had to subcontract, and we are using the services of approximately 40 subcontractors to manufacture those product lines for which we do not have our own manufacturing capabilities. The establishment of these factories, including asset purchases and factory upgrades, was funded primarily by loans from Jimmy and Mindy Wang, our principal shareholders and executive officers as well as increased lines of credit. Our credit line increased to $2.25 million with Golden Gate Bank from a $650,000 line with Wells Fargo. In the future, we expect to continue to acquire or newly-establish factories that will give us the capability to manufacture those product lines our management believes are the most profitable.  With the continuing transition into direct manufacturing, we expect to continue to increase sales outside the United States, and in particular, increase the number of customers in PRC and other Asian markets. 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 foundry, machining and stamping, electronics and fiber optics products lines, our business has become more diverse. In the past, foundry and machining and stamping accounted for more than 90% of our business. This percentage has decreased by approximately 10% since forming our own factories now representing approximately 80% of our business. The electronics product lines now account for approximately 16% of our business as compared to approximately 6% in 2005.  Fiber optics remains steady at approximately 4% of our business.  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 June 30, 2007 were $4,088,536 compared to net sales of $2,861,897 for the same period in 2006. This increase of $1,226,639, or approximately 42.9%, was the result of greater demand for the Companys products and services.  Net sales for the six months ending June, 30, 2007 were $6,875,335 compared to net sales of $5,237,336 for the same period in 2006. The increase of $1,637,999 or 31.3 percent was continued strong growth across our product lines.   - 22 -    Gross profit increased by $293,295 or approximately  45% from $648,926 in the quarter ending June 30, 2006 to $942,215 for the quarter ending June 30, 2007 reflecting increase sales and greater demand for the company's products and services. For six months ending, June 30, 2007 gross profit increased by $386,187 or 29.6% demonstrating continued strength for the company's goods and services from $1,686,565 in period ending June 30, 2007 compared to $1,300,378 in the same period of 2006. Cost of goods sold for the three months ended June 30, 2007 was $3,146,321 compared to $2,212,971 for the same period in 2006.  The increase of $933,350 or approximately 42% was the result of greater revenues. For the six months ending June 30, 2007 cost of goods sold was $5,188,770 compared to $3,936,958 in 2006 or an increase of $1,251,812 reflecting increased revenues.  The gross margin percentage remained steady showing strong demand for the company's goods and services from 23% gross margin in June 2007 to approximately 22.7% for the three months ending June 30, 2006.  For the six months ending June 30, 2007 gross margin was 24.5% compared to 24.8% for June 30, 2006 showing continued strength for the company's goods and services.  Net income before tax for the three months ending June 30, 2007 was $226,132 compared to a profit of $113,766 for the three months ended June 30, 2006. The increase of $112,366 or approximately 99% demonstrated the company's continued growth and profitability. Likewise, net profit before tax for the six months ending June 30, 2007 were $343,441 compared to $155,898 in the same period last year. The increase of $187,543 or approximately 120% in net profit demonstrates continued company success.  General and administration expenses for the three months ended June 30, 2007 totaled $682,964 compared to $432,642 in the same quarter in 2006. The increase of $250,322 or approximately 57.9% was due to the increase in public cost versus last year.  For six months ending June 30, 2007 General and administration expenses were $1,206,996 compared to $968,087 an increase of $238,909 or approximately 24.7% due to increases in public cost. 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 shareholders and the revolving line of credit with Golden Gate Bank and previously Wells Fargo Bank.  On March 16, 2007 the Company paid off its line of credit with Wells Fargo in the amount of $602,947 and established a new credit facility with Golden Gate Bank, a division of Greater Bay Bank NA. Under the terms of a revolving line of credit agreement with Golden Gate Bank dated February 14, 2007, the Company could borrow up to $2,250,000 at 0.5% above the reported World Street Journal Prime through February 14, 2008.  Funds from these borrowings may be used for any purpose.  The revolving line of credit is secured by the assets of the company and guaranteed by its officers.On June 30, 2007 the amount used on the line of credit was $930,000.  At June 30, 2007 there is $1,320,000 still available at an interest rate of 8.75%. In addition, net profits of the Company will be used to provide capital for the expansion of inventory held for the convenience of customers, and for acquiring additional equipment, if needed. The Company has never needed to sell debt or equity securities to fund our operations.  For the six month period ending June 30, 2007 net cash used in operations was $1,173,205 an increase of $821,770 over the net cash used in operating activities of $351,435 in the same period in 2006. Net cash used in investing was $128,624 in 2007 compared to net cash used of $44,509 in June 30, 2006 as the company continues to expand its operations. Moreover, the company anticipates further expansion in 2007 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 June 30, 2007 was $781,739  - 23 -    compared to $302,686 for the quarter ending June 30, 2006, which was provided by the company's lines of credit with Greater Bay Bank in 2007 and the Wells Fargo line of credit in the same period last year. The balance of the shareholder loan is $960,150 for period ending June 30, 2007 compared to $650,000 in June 30, 2006.  PLAN OF OPERATION  In February 2005, we completed the purchase of assets of Chengde, a factory that produces air conditioner units for automobiles, for which we paid $300,000 in installments, all of which was paid by May 2006. We began operating this factory in September 2005.  In August 2005, we established Intech Electronics, our electronics factory, which operates as a division of Shanghai Intech. In connection with the establishment of this factory, we purchased approximately $250,000 worth of electronics equipment from Opel Technology, one of our former electronics vendors. The total cost to set up this factory was $290,000, including the equipment purchase.  In October 2005, we established Intech Precision, our die-casting and machining factory. We purchased certain assets owned by the former majority owner of the factory for $500,000, which amount is payable in March 2008 and hired that owner as the general manager of our factory. We began operating this factory in December 2005.  Worldwide plans on providing additional working capital primarily to our die cast factory and electronic factory where we see our strongest growth in 2007.  Moreover, the company will continue with its plan for further expansion in 2007. The company is exploring new potential acquisitions to increase sales and profitability along with improving the company's competitive position.  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  - 24 -    of the lease. Repair and maintenance expenditures that do not significantly add to the value of the equipment or prolong its life are charged to expense as incurred. Gains and losses on dispositions of property, plant and equipment are included in the related periods statement of operations. Depreciation is computed primarily using the straight-line method based on estimated useful lives, which range from 3 to 25 years.  Inventories  Inventories consist of finished goods of manufactured products. Our inventory is based on customer orders and the duration of those orders. Cost is stated at the lower of cost or market on a first-in, first-out (FIFO) basis. We have not recorded an allowance for slow-moving or obsolete inventory. Obsolete inventory at December 31, 2006 and 2005 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.   - 25 -    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 Commissions rules and forms.   The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms.  Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective as of June 30, 2007, to provide reasonable assurance of the achievement of these objectives.  There was no change in the Company's internal control over financial reporting during the period ended June 30, 2007, 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   - 26 -    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.   - 27 -    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 MANUFACTURING USA, INC.  By: /S/ JIMMY WANG Jimmy Wang, CEO, President and Director  Date: August 20, 2007  By: /S/ MINDY WANG Mindy Wang, Secretary, Treasurer and a director  Date: August 20, 2007  By: /S/ JOHN BALLARD John Ballard, Chief Financial Officer / Principal Accounting Officer  Date: August 20, 2007     - 28 -