UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549





FORM 10-QSB/A



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

For the quarterly period ended September 30, 2004



OR



( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission file number:  0-31761



WORLDWIDE MANUFACTURING USA, INC.

(Exact name of registrant as specified in its charter)



|Colorado                                                       | 84-1536519                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|1142 Cherry Avenue
San Bruno, CA                               | 94066-6523                          
|(Address of principal executive offices)                       | (Zip Code)                          



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 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 September 30, 2004
|-------------------------- | ----------------------------------------
|Common Stock, no par value | 30,325,000                              



Transitional Small Business Disclosure Format           Yes         No X











1





---

INDEX





PART I. FINANCIAL INFORMATION



|Item 1. Financial Statements                                                                                                                                                   |                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------
|Consolidated Balance Sheet (Unaudited) September 30, 2004                                                                                                                      | F-1                         
|                                                                                                                                                                               |                             
|Consolidated Income Statements (Unaudited) for the three-month periods ended September 30, 2004 and 2003 and nine-month period ending September 30 2004 and September 30, 2003 | F-3                         
|                                                                                                                                                                               |                             
|Consolidated Statements of Cash Flows (Unaudited) for the nine months ending September 30, 2004 and 2003                                                                       | F-5                         
|                                                                                                                                                                               |                             
|Notes to financial statements                                                                                                                                                  | F-7                         
|                                                                                                                                                                               |                             
|Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                 | F-5                         
|                                                                                                                                                                               |                             
|Item 3.  Controls and Procedures                                                                                                                                               | 10                          
|                                                                                                                                                                               |                             
|PART II. OTHER INFORMATION                                                                                                                                                     | 11                          
|                                                                                                                                                                               |                             
|Signatures                                                                                                                                                                     | 12                          
|                                                                                                                                                                               |                             
|Certifications                                                                                                                                                                 | Filed separately as exhibits











2





---



|Worldwide Manufacturing USA Inc. and Subsidiaries
|-------------------------------------------------
|CONSOLIDATED BALANCE SHEET                       
|September 30, 2004                               
|(Unaudited)                                      
|                                                 
|ASSETS                                           
|                                                 
|                                                 
|CURRENT ASSETS                                   
|Cash & cash equivalents                          
|Accounts receivable                              
|Inventories                                      
|Deferred tax asset                               
|Prepaid Tax Expense                              
|Other current assets                             
|                                                 
|Total Current Assets                             
|                                                 
|INVESTMENTS AND LONG-TERM RECEIVABLES            
|Advances to suppliers                            
|Other Long-term receivables                      
|Total Long-term receivables                      
|                                                 
|Total Property and Equipment                     
|                                                 
|Other assets                                     
|Total Assets                                     
|                                                 
|                                                 
|LIABILITIES AND STOCKHOLDERS' EQUITY             
|                                                 
|CURRENT LIABILITIES                              
|Lines of credit                                  
|Other notes payable                              
|Current maturities of installment debt           
|Accounts payable                                 
|Accrued expenses                                 
|Other current liabilities                        
|                                                 
|Total Current Liabilities                        
|                                                 
|LONG-TERM DEBT, less current maturities          
|                                                 
|OTHER LONG-TERM LIABILITIES                      
|Deferred income taxes                            

F-1





---

|Deferred compensation payable                              |  | 60,000   
|---------------------------------------------------------- |  | ---------
|                                                           |  | 60,000   
|                                                           |  |          
|STOCKHOLDERS' EQUITY                                       |  |          
|Common stock, no par value; 100,000,000 shares authorized; |  | -        
|30,325,000 shares issued and outstanding                   |  | 164,861  
|Retained earnings                                          |  | 1,037,681
|                                                           |  |          
|Total Stockholders' Equity                                 |  | 1,202,542
|                                                           |  |          
|Total Liabilities and Stockholders' Equity                 |  | 3,205,749
|                                                           |  |          

| |  |  | 
| |  |  | 

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

F-2





---

Worldwide Manufacturing USA Inc. and Subsidiaries

CONSOLIDATED INCOME STATEMENTS

For the nine months ending September 30, 2004 and 2003, and the three months ended September 30, 2004 and 2003

(Unaudited)

|                              
|------------------------------
|                              
|                              
|                              
|                              
|Net sales                     
|                              
|Cost of goods sold            
|                              
|Gross profit                  
|Other operating revenue       
|                              
|                              
|Operating expenses            
|General & administrative      
|                              
|                              
|Operating income              
|                              
|Financial income (expenses)   
|Interest income               
|Interest expense              
|                              
|                              
|Net Income before income tax  
|Income tax expense            
|Net income                    
|Retained Earnings             
|Balance, beginning of period  
|Less shareholder distributions
|                              
|Balance, end of period        

F-3





---

|Earning per share-basic and diluted | 0.01       |  | 0.01       | 
|----------------------------------- | ---------- |  | ---------- | 
|Weighted average shares outstanding | 30,325,000 |  | 30,325,000 | 

| |  |  |  | 
| |  |  |  | 

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

F-4





---

Worldwide Manufacturing USA Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOW

For the nine months ended September 30, 2004 and 2003

(Unaudited)

|                                                  
|--------------------------------------------------
|                                                  
|                                                  
|                                                  
|Cash Flows From Operating Activities              
|Net income                                        
|Adjustments to reconcile net income to net        
|cash provided (used) by operating activities      
|Depreciation                                      
|Changes in operating assets and liabilities:      
|Stock issued for services                         
|(Increase) decrease in accounts receivable        
|(Increase) decrease in advances to suppliers      
|(Increase) decrease in prepaid asset              
|(Increase) decrease in notes receivable           
|(Increase) decrease in installment debt           
|(Increase) decrease in other assets               
|(Increase) decrease in inventories                
|Increase (decrease) in accounts payable           
|Increase (decrease) in other accrued liabilities  
|Increase (decrease) in other current liabilities  
|(Increase) decrease in other long-term receivables
|                                                  
|Net Cash Provided (Used) by Operating Activities  
|                                                  
|Cash Flows From Investing Activities              
|Purchases of fixed assets                         
|                                                  
|Net Cash Provided (Used) by Investing Activities  
|                                                  
|Cash Flows From Financing Activities              
|Proceeds from (repayment of)long-term debt        
|Line of credit                                    
|Proceeds from (repayment of) short-term debt      
|Common share issued                               

F-5





---

|Payment of deferred compensation                 | (90,000)  | 0        
|------------------------------------------------ | --------- | ---------
|Shareholders distributions                       | 0         | (232,670)
|                                                 |           |          
|Net Cash Provided (Used) by Financing Activities | (200,650) | (271,571)
|                                                 |           |          
|                                                 |           |          
|NET INCREASE (DECREASE) IN CASH                  | 372,563   | (172,367)
|                                                 |           |          
|CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD    | 125,965   | 215,332  
|                                                 |           |          
|CASH AND CASH EQUIVALENTS END OF PERIOD          | $498,528  | $ 42,965 
|                                                 |           |          
|Supplemental Disclosures                         |           |          
|Cash Paid During the Year for:                   |           |          
|Interest                                         | $6,449    | $ 15,961 

| |  | 
| |  | 

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

F-6





---



Worldwide Manufacturing USA, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2004

(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.  These financial statements should be read in conjunction with the audited financial statements at December 31, 2003 as filed in the Companys Form 10-KSB filed with the Commission on March 30, 2004.





2.    Issuance of shares and stock options

Effective April 1, 2004, Worldwide issued a total of 325,000 common shares to three individuals for services valued at $130,000.

On April 1, 2004, Board of Directors adopted the Worldwide Manufacturing USA, Inc. 2004 Stock Option Plan, under which 3,000,000 shares of the Companys common stock are reserved for issuance.  The Plan provides for appropriate adjustments in the number and kind of shares subject to the Plan and to outstanding options in the event of a stock split, stock divided, or certain other types of recapitalization.

Any officer, employee, director, advisor or consultant of the Company or any officer or employee of any advisor or consultant of the Company is eligible to be granted awards under the Plan. Incentive stock options, however, may not be granted to persons who are not employees of the Company.  More than one option may be granted to an individual

As of June 30, 2004, options to purchase 1,638,200 shares have been issued, none of which were granted to directors or executive officers.  All such options have been issued at $0.40, the current market value of our Common Stock.  The options vest 25% per year for four years.

The Plan provides for administration by an Option Committee, which is to be composed of two or more members of the Board of Directors who are disinterested directors under Exchange Act Rule 16b-3.  No persons have been named to the Option Committee.

The Option Committee is authorized to determine which directors, officers, employees, consultants or advisors are to be granted awards, to determine the number of shares to be subject to such awards, to designate the type of awards and to establish the terms and conditions of the options consistent with the Plan.  The Committee is also authorized to adopt, amend, and rescind rules relating to the administration of the Plan.  The Company pays all costs of administering the Plan.  Members of the Option Committee are selected by and serve at the discretion of the Board of Directors of the Company.

Stock options may be granted as non-qualified stock options or Incentive stock options, but Incentive stock options may not be granted at a price less than 100% of the fair market value of the stock as of the

F-7





---





date of grant (110% as to any 10% shareholder at the time of grant); non- qualified stock options may not be granted at a price less than 85% of the fair market value of the stock as of the date of grant.  Stock options may be exercised during a period of time fixed by the Option Committee except that no stock option may be exercised more than ten years after the date of grant or three years after death or disability, whichever is later.  In the discretion of the Option Committee, payment of the purchase price for the shares of stock acquired through the exercise of a stock option may be made in cash, shares of Company Common Stock, or by delivery of recourse promissory notes or a combination of notes, cash and shares of the Company's Common Stock or a combination thereof.  No more than $100,000 in fair market value of Incentive stock options may be exercisable by any one person in the first calendar year in which such options are exercisable.

The Company records employee option compensation using Accounting Principles Board Opinion No. 25, and has adopted the disclosure provisions of Statement of Financial Accounting Standards No. 123.  Accordingly, no charge to operations was made for the issuance of options at or above the trading market price of the stock.  However, the following presents the effect on net income of recording the fair value of employee options using a Black Scholes pricing model with the following assumptions:  risk free rate 4.5%, dividend yield 0%, volatility of 130%, estimated life 6 years.

|                                         | As reported | Pro Forma
|---------------------------------------- | ----------- | ---------
|Net income for three months              | $ 231,444   | $ 194,784
|Net income (loss) per share three months | $ 0.01      | $ 0.01   
|Net income nine months                   | $ 435,324   | $ 362,004
|Net income per share six months          | $ 0.01      | $ 0.01   

3.  Segment Information



Segmental Data - 9 months ended September 30, 2004

|                       |                    
|---------------------- | -------------------
|                       | Reportable Segments
|(amounts in thousands) |                    
|                       | WWMUSA             
|                       |                    
|External revenue       | $5,009             
|Intersegment revenue   | -                  
|Interest income        | 9                  
|Interest expense       | (7)                
|Depreciation           | 24                 
|Net profit (loss)      | 270                
|Assets                 | 2,825              
|Expenditures for       |                    
|Long-lived assets      | 1                  
|                       |                    

(1) $44,000 in intercompany profit was eliminated in consolidation.



F-8





---

Segmental Data  9 months ended September 30, 2003

|                                                                   |                    
|------------------------------------------------------------------ | -------------------
|                                                                   | Reportable Segments
|(amounts in thousands)                                             |                    
|                                                                   | WWMUSA             
|                                                                   |                    
|External revenue                                                   | $4,641             
|Intersegment revenue                                               | -                  
|Interest income                                                    | 12                 
|Interest expense                                                   | (14)               
|Depreciation                                                       | 10                 
|Net Profit                                                         | 347                
|Long-lived assets                                                  | 44                 
|                                                                   |                    
|(2)$21,000 in intercompany profit was eliminated in consolidation.









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.



REPORTING ENTITY



On September 30, 2003, Tabatha III, Inc. completed the acquisition of all of the issued and outstanding common stock of Worldwide Manufacturing USA, Inc. (Worldwide USA) in a share exchange transaction. Worldwide issued 27,900,000 shares in the share exchange transaction for 100% 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, John Ballard, Robert Smith, and Diane Thelen, shareholders in Tabatha III, Inc., agreed to surrender for cancellation a total of 8,662,000 common shares held by them.  The total number of shares outstanding after the acquisition were 30,000,000.  As a result of the share exchange transaction, Worldwide USA became our wholly-owned subsidiary.  On November 3, 2003, we changed the corporate name from Tabatha III, Inc. to Worldwide Manufacturing USA, Inc.

11





---



The reverse acquisition described above has been treated as a recapitalization of Worldwide USA and the accompanying financial statements reflect the financial condition, results of operations and cash flows of Worldwide USA, the acquired company, for all periods presented.  Unless otherwise indicated, references herein to the Company consist of Worldwide Manufacturing USA, Inc., formerly Tabatha III, Inc., its wholly owned subsidiary Worldwide Manufacturing USA, Inc., a California corporation, and its wholly owned subsidiary, Shanghai Intech Electro-Mechanical Products Co., an entity operating within the Peoples Republic of China.



RESULTS OF OPERATIONS



Net sales for the three months ending September 30, 2004 were $1,845,930 compared to net sales of $2,103,730 for the same period in 2003. This decrease of $257,800, approximately 12%, was the result of the Companys focus on obtaining orders that generated higher gross margins but took longer to produce and engineer these parts. The net sales for the nine months ending September 30, 2004 were $5,009,701 compared to net sales of $4,650,067 through September 30, 2003, which reflects an increase of $359,634 or approximately 8% due to greater demand for the Companys products and services. Gross profit increased by $49,288 or 7% from $684,722 in the quarter ending September 30, 2003 to $734,010 for the quarter ending September 30, 2004.  For the nine months ending September 30, 2004, gross profit was $1,936,980 compared to gross profit of $1,422,827. The increase of $514,153 or 36% was the result of receiving orders that provided greater gross profit margins.

Cost of goods sold for the three months ended September 30, 2004 was $1,111,920 compared to $1,419,008.  The decrease of $307,088 or 22% was the result of the Companys focus to get higher margin business despite lower size orders. The cost of goods sold for the nine months ended September 30, 2004 was $3,072,721 compared to $3,227,240 or an decrease of $154,519 or 5%. The gross margin percentage increased 37% from 31% gross margin in September 2003 to the target goal of approximately 38% as experienced for the nine months ending September 30, 2004. The increase in gross margin reflects a stronger demand for the companys products and services and the companys ability to obtain higher gross margin orders.

Net income before tax for the three months ending September 30, 2004 was $318,325 compared to net income before tax of $339,989 in September 30, 2003. The decline in pre-tax income of $21,664 or 6% was due to the expansion of the companys workforce pursuant to the companys goal to seek potential merger/acquisition targets as well as handling the additional requirements of being a public company.



Net income before tax for the nine months ending September 30, 2004 was $652,617 compared to $388,416 through September 30, 2003. This increase of $264,201 was due to our receiving higher margin contracts during the period.



General and administration expenses for the three months ended September 30, 2004 totaled $423,393, compared to $340,997. The increase of $82,416 or 24% was due to the increase in personnel costs as described above. For the nine months ending September 30, 2004 general and administrative expenses were $1,292,811 compared to $1,030,161 for the same period in 2003. The increase of $262,650 or 25% was due to increase in personnel and compensation expense.



Upon consummation of the stock transfer and exchange with Tabatha III, effective September 30, 2003, the election by Worldwide Manufacturing USA, Inc. to be taxed at the shareholder level was terminated.  The termination of the Companys S election will affect profitability and result in increased liabilities in future periods as compared with historical

12





---



financial statements since federal and state income taxes will become a corporate expense.  For the first nine months of 2004, income tax expense totaled $217,293.  There will be a lesser impact on net equity in future periods since the historical financial statements include dividend distributions taken by the Companys shareholders to offset income taxes attributable to corporate earnings taxed on their personal returns.



LIQUIDITY



The Company established a $350,000 line of credit with Wells Fargo Bank on March 22, 2004 to be used as necessary for working capital needs.  Under the terms of the revolving line of credit with Wells Fargo Bank, Worldwide may borrow up to $350,000 at 1.5% above the banks prime interest rate through March 22, 2005  (5.25% at November 01, 2004).  There is presently no annual fee. These funds may be used for any purpose.  The revolving line of credit is secured by all assets of Worldwide Manufacturing USA, Inc.  At November 08, 2004, $350,000 was available from this line of credit at an interest rate of 5.25%.  In addition, net profits of the Company will be used in order to provide capital for the expansion of inventory held for the convenience of customers, and for acquiring additional equipment, if needed.

During the nine-month period ending September 30, 2004, net cash provided by operations was $574,433 as compared with cash of $174,446 provided by operations during the comparative period of 2003. This reflects the Companys success in obtaining higher profit margin business.

PLAN OF OPERATION

The Company is currently increasing its Marketing Distribution Channels through contacts with local manufacturing representatives.  In addition, the Company is seeking potential merger or acquisitions in order to increase sales and to enhance the Company's competitive position. Only preliminary discussions have taken place with several factories; however no agreements or commitments have taken place.



Item 3.

CONTROLS AND PROCEDURES



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to Worldwide Manufacturing USA, Inc. (and its consolidated subsidiaries) required to be included in our periodic SEC reports. It should be noted that design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurances that any design will succeed in achieving the stated goals under all potential future conditions regardless of how remote.  In addition, there has been no change in our internal controls over financial reporting during the most recent fiscal period that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.





PART II.  OTHER INFORMATION



Item 1.

Legal Proceedings

None



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

13





---



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:





31.1     Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.





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





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.







14





---



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

Principal Executive Officer



By:  /s/ John D. Ballard

Chief Financial Officer and Principal Accounting Officer



Date:  November 15, 2004



15