**UNITED STATES**

******FORM 10-QSB**

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

**For the quarterly period ended March 31, 2004**

( )  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.**

|**Colorado**                                                  | **84-1536519**                      
|------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction ofincorporation 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

|Class of Securities        | Shares  Outstanding at May 13, 2004
|-------------------------- | -----------------------------------
|Common Stock, no par value | 30,000,000                         

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INDEX

PART I.	FINANCIAL INFORMATION

|Item 1.        
Financial Statements                                                                 |    
|---------------------------------------------------------------------------------------------------- | ---
|                                                                                                     |    
|Consolidated Balance Sheet (Unaudited)March 31, 2004                                                 | F-1
|Consolidated Income Statements (Unaudited) for the three month periods ended
March 31, 2004 and 2003 | F-2
|Consolidated Statements of Cash Flows (Unaudited) for the three months ended
March 31 2004 and 2003  | F-3
|Notes to financial statements                                                                        | F-4
|Item 2.        Management's Discussion and Analysis of Financial Condition and Results
of Operations | F-5
|Item 3.       
Controls and Procedures                                                               |    
|PART II.     OTHER INFORMATION                                                                       |    
|Signatures                                                                                           |    
|Certifications                                                                                       |    

---



|**Worldwide Manufacturing USA Inc. and Subsidiaries**     
|----------------------------------------------------------
|**CONSOLIDATED BALANCE SHEET**                            
|**March 31, 2004**                                        
|**(Unaudited)**                                           
|                                                          
|**ASSETS**                                                
|
|CURRENT ASSETS                                            
|Cash & cash equivalents                                   
|
|Accounts receivable                                       
|Inventories                                               
|
|Deferred tax asset                                        
|Other current assets                                      
|                                                          
|
|Total Current Assets                                      
|                                                          
|INVESTMENTS AND LONG-TERM RECEIVABLES                     
|
|Advances to suppliers                                     
|Other long-term receivables                               
|                                                          
|                                                          
|
|Total Property and Equipment                              
|Deferred offering costs                                   
|
|Total Assets                                              
|                                                          
|**LIABILITIES AND STOCKHOLDERS' EQUITY**                  
|                                                          
|
|CURRENT LIABILITIES                                       
|Lines of credit                                           
|
|Current maturities of installment debt                    
|Accounts payable                                          
|
|Accrued expenses                                          
|Other current liabilities                                 
|                                                          
|
|Total Current Liabilities                                 
|                                                          
|Long-term debt, less current maturities                   
|
|Deferred compensation payable                             
|                                                          
|STOCKHOLDERS' EQUITY                                      
|
|Common stock, no par value; 100,000,000 shares authorized;
|30,000,000 shares issued and outstanding                  
|
|Retained earnings                                         
|                                                          
|Total Stockholders' Equity                                
|                                                          
|
|Total Liabilities and Stockholders' Equity                
|                                                          

The accompanying notes are an integral part of the financial statements

F-1

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|****                                                                                   
|---------------------------------------------------------------------------------------
|**Worldwide Manufacturing USA Inc. and Subsidiaries**CONSOLIDATED INCOME STATEMENTS****
|**For the three  months ended March 31, 2004 and 2003**                                
|**(Unaudited)**                                                                        
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|
|Net sales                                                                              
|                                                                                       
|Cost of goods sold                                                                     
|                                                                                       
|
|Gross profit                                                                           
|                                                                                       
|Operating expenses                                                                     
|
|General & administrative                                                               
|                                                                                       
|                                                                                       
|Operating income (loss)                                                                
|                                                                                       
|
|Financial income (expenses)                                                            
|Interest income                                                                        
|
|Interest expense                                                                       
|                                                                                       
|                                                                                       
|
|Net Income before income tax                                                           
|Income Tax                                                                             
|                                                                                       
|                                                                                       
|
|Net Income (loss)                                                                      
|                                                                                       
|Retained Earnings                                                                      
|
|Balance, beginning of period                                                           
|Less shareholder distributions                                                         
|                                                                                       
|
|Balance, end of period                                                                 
|                                                                                       
|Earnings per share - basic                                                             
|                                                                                       
|
|Weighted average shares outstanding (1)                                                
|                                                                                       

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

F-2

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|**Worldwide Manufacturing USA Inc. and Subsidiaries**     
|----------------------------------------------------------
|**CONSOLIDATED STATEMENTS OF CASH FLOW**                  
|**For the three months ended March 31, 2004 and 2003**    
|**(Unaudited)**                                           
|                                                          
|                                                          
|                                                          
|                                                          
|
|Cash Flows From Operating Activities                      
|                                                          
|Cash Flows From Investing Activities                      
|
|Purchases of Fixed Assets                                 
|                                                          
|Net cash used by investing activities                     
|                                                          
|                                                          
|
|Cash Flows From Financing Activities                      
|Notes Payable and Line of Credit                          
|
|Deferred Offering Costs                                   
|Payment of Deferred Compensation and S- Corp Distributions
|                                                          
|                                                          
|
|Net Cash Provided (Used) by Financing Activities          
|                                                          
|                                                          
|NET INCREASE (DECREASE) IN CASH                           
|                                                          
|
|CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD             
|                                                          
|CASH AND CASH EQUIVALENTS END OF PERIOD                   
|                                                          
|
|Supplemental Disclosures                                  
|Cash Paid During the Period for:                          
|Interest                                                  

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

F-3

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**Worldwide Manufacturing USA, Inc. and Subsidiaries**

****

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, 2002 as filed in the Company's
8-K filed with the Commission on October 14, 2003.  There have been no material subsequent events in the period.

2.        **Share Exchange Transaction**

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 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 a wholly-owned subsidiary of
the Company.  The parent company, Tabatha III, Inc., changed its name to Worldwide Manufacturing USA, Inc. in
November 2003.

The former stockholders of Worldwide USA acquired a majority of our issued and outstanding common stock as a
result of completion of the share exchange transaction. Therefore, although Worldwide USA became our wholly-owned subsidiary, the transaction was accounted for as a recapitalization of Worldwide USA, whereby Worldwide
USA is deemed to be the accounting acquirer and is deemed to have adopted our capital structure.  Likewise, the
Company will adopt the fiscal reporting year of the accounting acquirer, which is December 31.  The accompanying
financial statements reflect the financial position and operating results of Worldwide USA for all periods presented.

**3.        
Segment Information**

**Segmental Data - 3 months ended March 31, 2004**

|                                                                    | **Reportable Segments** |                     |          
|------------------------------------------------------------------- | ----------------------- | ------------------- | ---------
|*(amounts in thousands)*                                            |                         |                     |          
|                                                                    | **WWMUSA**              | **Intech**          | **Total**
|External revenue                                                    | $ 1,398                 | $               --- | $ 1,398  
|Intersegment revenue                                                | -                       | 651                 | 651      
|Interest income                                                     | 6                       | 5                   | 11       
|Interest expense                                                    | (3)                     |                     | (3)      
|Depreciation                                                        | 10                      | 29                  | 30       
|Net profit (loss)                                                   | 211                     | 5                   | 194 (1)  
|Assets                                                              | 2,390                   | 1,491               | 2,765    
|Expenditures for                                                    |                         |                     |          
|Long-lived assets                                                   | 1                       | --                  | 1        
|(1)	$22,079 in intercompany profit was eliminated in consolidation. |                        
|                                                                    |                         |                     |          
|**Segmental Data -3 months ended March 31, 2003**                   |                        
|*(amounts in thousands)*                                            | **Reportable Segments** |                     |          
|                                                                    | WWMUSA                  | Intech              | Total    
|External revenue                                                    | $1,058                  | $   --              | $ 1,058  
|Intersegment revenue                                                | -                       | 449                 | 449      
|Interest income                                                     | 3                       | -                   | 3        
|Interest expense                                                    | -                       | -                   | -        
|Depreciation                                                        | 4                       | 7                   | 11       
|Expenditures for                                                    |                         |                     |          
|Long-lived assets                                                   | -                       | 3                   | 3        



(2)	$25,163 in intercompany profit was eliminated in consolidation.

F-4

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**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.

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 March 31, 2004 were $1,398,681, compared to net sales of $1,057,831
through March 31, 2003, which reflects an increase of $340,850, or approximately 32%. This increase was due to
greater sales as a result of the improved United States economy and a rebound in the contract manufacturing
industry.  Gross profit increased by $463,380 from $212,563 (20% of sales) in March 2003 to $675,943 in March
2004 (48% of sales).   The Company  obtained orders that  provided the  targeted 40% plus gross margin. This was
due to the improved economic conditions in the United States and the improvement in the contract manufacturing
industry.

Cost of goods sold for the three months ended March 31, 2004 was $772,718 compared to $845,268 for the three
months ended March 31, 2003.  The decrease of $72,550 was the result of orders offering the Company greater
gross margins due to an increase in demand for the Company's products.

Net profit for the three months ending March 31, 2004 was $194,542 compared to a loss of  $130,515 for the three
months ended March 31, 2003. Net profit increased due to an increase in business as well as receiving higher
margin contracts.  General and administrative expenses for the three months ending March 31, 2004 totaled
$376,499 versus $345,611 for the three months ending March 31, 2003.  This increase of  $30,888 was due to the
addition of personnel.

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 selection will affect profitability and result in increased liabilities in future periods as compared with
historical financial statements since federal and state income will become a corporate expense.  For the first quarter
of 2004, income tax expense totaled $113,504.  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

If a significant increase in demand for the Company's products should arise, the Company has established a
$250,000 line of credit with Wells Fargo bank on March 22, 2004 to be available for working capital needs.  Under
the terms of the revolving line of credit with Wells Fargo bank Worldwide may borrow to $250,000 at 1.5% above
the bank's prime interest rate through March 22, 2005.  (4.5% at March 31, 2004.)  There is presently no annual
fee..  The funds from this borrowing may be used for any purpose.  The revolving line of credit is secured by all
assets of Worldwide Manufacturing USA, Inc..  At March 31, 2004, $250,000 was available on this line of credit at
an interest rate of 4.5%.

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 three month periods ending March 31, 2004, net cash provided by operations was $381,837 as compared
with cash of $227,924 used in operations during the comparative period of 2003.  This reflects the Company's
buildup of inventory in 2003, as well as increased sales volume and profit margins in 2004.

PLAN OF OPERATION

The Company is currently increasing its Marketing Distribution Channels through contacts with local
manufacturing representatives.  Only preliminary discussions have taken place with several factories; however no
agreements, commitments or further discussions have taken place.

F-5

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**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 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.        
Changes in Securities**

****Pursuant to the Share Exchange Agreement  dated  September  30, 2003,  Tabatha III issued  27,900,000 shares  of
its  common  stock to Jimmy and Mindy  Wang in  exchange  for 100% or 10,000  shares  of  the  outstanding
shares  of  Worldwide.  This issuance of 27,900,000 shares represented 93% of Tabatha III's outstanding shares.

Under the terms of the Share Exchange Agreement, Tabatha III was to have outstanding 2,100,000 shares, or 7% of
the outstanding shares post acquisition.  Since prior to the Share Exchange Agreement Tabatha III had 10,735,000
shares outstanding, certain control persons,  officers and directors of Tabatha III who included John Ballard, Diane
Thelen and Robert Smith voluntarily surrendered 8,635,000 shares as of September 30, 2003.  As part of this
surrender of common stock, John Ballard and Diane Thelen agreed to cancel the 799,500 shares issuable under the
June 1, 2003 consulting agreements.  The services provided by John Ballard and Diane Thelen to Tabatha III were
donated to the company.  Additionally  John Ballard  paid all travel  expenses  from his  personal  resources,  as
well as a $3,000 for legal  services  to a  non-affiliated  law firm for the review of the Share Exchange Agreement.
The directors, officers and control persons of Tabatha III cancelled their shares without any additional consideration
being paid to them in order to avoid effecting a reverse stock split and reducing the shares held by non-control
shareholders of Tabatha III for the best interests of such shareholders.

On December 4, 2000, Kip Pedrie, then a director of Tabatha III, was issued warrants to purchase 2,660,000 shares
of common stock at $.05 per share.  On March 23, 2003 Kip Pedrie resigned from the Board of Directors of Tabatha
III due to increase job and family responsibilities.  He voluntarily cancelled these warrants since he could not fulfill
his duties to Tabatha III.

The above  shares and  warrants  were issued in reliance on the  exemption  from registration  provided  by  Section
4(2)  of  the  1933  Securities  Act as not involving any public offer or sale. No underwriter was involved, and there
was no public solicitation. In addition, Mr. and Ms. Wang are accredited investors and the issuance of shares to
them as well as to Diane Thelen and Kip Pedrie (both then directors and also therefore accredited investors) are
exempt under Section 4(6) of the Securities Act.

****Purchasers signed a subscription agreement acknowledging they were purchasing shares for their own account, and
acknowledging that the securities were not registered under the Securities Act of 1933 and cannot be sold unless
they are registered or unless an exemption is available.  In addition, a restrictive legend was placed on all share
certificates representing the shares.

**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 and Reports**

> (a)        Exhibits
> 
> 31.1        Certification pursuant to Rule 13a-14(a)
>  or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
> 
> 
> 32.1        
>  Certification of Chief Executive Officer and President of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
> 2002.
> 31.2        Certification pursuant to Rule 13a-14(a)
>  or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
> 
> 
> 32.2        
>  Certification of Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
> 2002.
> 
> (b)        
> No reports on Form 8-K were filed during the quarter ended March 31, 2004.

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**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 WangPrincipal Executive Officer

By:  /s/ John D. BallardChief Financial Officer and Principal Accounting Officer

Date:  May 13, 2004