10-Q/A 1 f10qamd1-worldwide.htm FORM 10-Q AMD 1 10-31-11 WORLDWIDE f10qamd1-worldwide.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2011

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to _______________

Commission file number: 000-52362

Worldwide Strategies Incorporated
(Exact name of registrant as specified in its charter)

Nevada
41-0946897
(State or other jurisdiction of incorporation or organization)
(I.R.S.  Employer Identification No.)
   
3801 East Florida Avenue, Suite 400, Denver, Colorado
80210
(Address of principal executive offices)
(Zip Code)

(303) 991-5887
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

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 ý   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o   No o (not required)

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

Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  ý

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of December 15, 2011 – 15,078,734 shares of common stock


 
 

 

EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2011 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on December 20, 2011, is to file a corrected Statement of Cash Flows and to furnish Exhibit 101 to the Form 10-Q formatted in eXtensible Business Reporting Language (“XBRL”).

No other changes have been made to the Form 10-Q other than the furnishing of the exhibit described above.  This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
 

 
 
 

 

WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Consolidated Condensed Balance Sheets

 
   
October 31,
   
July 31,
 
   
2011
   
2011
 
   
(unaudited)
       
Assets
           
Current Assets:
           
Cash   $ 2,985     $ 166  
Prepaid expenses
    35,962       28,167  
                 
Total current assets
    38,947       28,333  
                 
Office equipment, net of accumulated depreciation of $22,623
          -  
Deposits
    150       150  
                 
Total assets
  $ 39,097     $ 28,483  
                 
                 
Liabilities and Shareholders’ Deficit
               
Current Liabilities:
               
Accounts and notes payable:
               
Accounts payable
  $ 57,327     $ 57,126  
Accounts payable, related party(Note 2)
    3,900       3,900  
Accrued compensation(Note 3)
    410,625       410,625  
Accrued liabilities (Note 5)
    10,025       7,275  
Accrued liabilities, related party (Note 4)
    85,153       75,837  
Notes payable (Note 5)
    151,000       121,000  
                 
Total current liabilities
    718,030       675,763  
                 
Shareholders’ deficit (Note 6):
               
Preferred stock, $.001 par value; 25,000,000 shares authorized,
               
1,491,743 shares issued and outstanding
    1,492       1,492  
Common stock, $.001 parvalue, 33,333,333 shares authorized
               
15,078,734 and 14,241,234 shares issued and outstanding                
at October 31, 2011 and July 31, 2011, respectively
    15,079       14,242  
Additional paid-in capital
    6,795,611       6,696,324  
Deficit accumulated during development stage
    (7,491,115 )     (7,359,338 )
                 
Total shareholders’ deficit
    (678,933 )     (647,280 )
                 
Total liabilities and shareholders' deficit
  $ 39,097     $ 28,483  


See accompanying notes to consolidated condensed financial statements
 
 
2

 

WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Consolidated Condensed Statement of Operations
(Unaudited)

               
March 1, 2005
 
               
(Inception)
 
   
For the Three Months Ended
   
Through
 
   
October 31,
   
October 31
 
   
2011
   
2010
   
2011
 
                   
Sales
  $     $     $ 34,518  
Cost of sales
                30,568  
                         
                  3,950  
                         
Operating expenses:
                       
Salaries, benefits and payroll taxes
          26,875       1,108,375  
Stock based compensation
    42,000             3,443,203  
Professional and consulting fees
    16,747       24,061       960,864  
  Travel
    12,966       9,010       301,288  
Contract labor
          18,750       558,000  
  Insurance
          5,600       253,506  
  Depreciation
          51       140,278  
Loss on failed acquisition
                181,016  
Other general and administrative expenses
    6,885       22,858       218,648  
                         
Total operating expenses
    78,598       107,205       7,165,178  
Loss from operations
    (78,598 )     (107,205 )     (7,161,228 )
                         
Other expense:
                       
Interest expense
    (53,179 )     (2,270 )     (329,887 )
                         
Loss before income taxes
    (131,777 )     (109,475 )     (7,491,115 )
                         
Income tax provision (Note 7)
                 
                         
Net loss
  $ (131,777 )   $ (109,475 )   $ (7,491,115 )
                         
Basic and diluted loss per share
  $ (0.006 )   $ (0.005 )   $    
                         
Basic and diluted weighted average
                       
common shares outstanding
    23,788,894       21,735,335          



See accompanying notes to consolidated condensed financial statements
 
 
3

 

WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Consolidated Condensed Statement of Changes in Shareholders’ Deficit
(Unaudited)


                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During
       
   
Preferred Stock
   
Common Stock
   
Paid-In
   
Development
       
   
Shares
   
Par Value
   
Shares
   
Par Value
   
Capital
   
Stage
   
Total
 
                                           
Balance at July 31, 2011
    1,491,743     $ 1,492       14,241,234     $ 14,242     $ 6,696,324     $ (7,359,338 )   $ (647,280 )
                                                         
Common stock issued in exchange
                                                 
    for extension of due date on
    note payable
              350,000       350       52,150               52,500  
Common stock issued in exchange
                                                 
for interest on note payable
                    37,500       37       5,587               5,624  
Common stock issued in exchange
                                                 
for board member services
                    300,000       300       35,700               36,000  
Common stock issued in exchange
                                                 
for CFO compensation
                    150,000       150       5,850               6,000  
                                                         
Net loss
                                            (131,777 )     (131,777 )
                                                         
Balance at October 31, 2011
    1,491,743     $ 1,492       15,078,734     $ 15,079     $ 6,795,611     $ (7,491,115 )   $ (678,933 )

 

 
See accompanying notes to consolidated condensed financial statements
 
 
4

 
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Consolidated Condensed Statement of Cash Flows
(Unaudited)

 
               
March 1, 2005
 
               
(Inception)
 
   
For the Three Months Ended
   
Through
 
   
October 31,
   
October 31,
 
   
2011
   
2010
   
2011
 
                   
Cash flows from operating activities:
                 
Net loss
  $ (131,777 )   $ (109,475 )   $ (7,491,115 )
Adjustments to reconcile net loss to net cash
                       
used in operating activities:
                       
Depreciation
          51       140,278  
Loss on failed acquisition
                150,000  
Stock based compensation (Notes 4 and 5)
    42,000             3,443,203  
Consulting expense paid in common stock
          3,000       96,600  
Consulting expenses paid in perferred stock
                7,500  
Expenses paid with capital contribution
                93,042  
Interest expense paid in common stock(Note 5)
    58,125       23,250       279,806  
Interest expense paid in preferred stock(Note 4 and 5 )
                4,745  
Interest expense capitalized as principal
                54,033  
Net liabilities acquired in Barnett recapitalization
                49  
Changes in current assets and liabilities:
                       
Receivables, prepaid expenses and other
                       
current assets
    (7,795 )     5,866       (86,209 )
Accounts payable
    201       19,526       61,227  
Accrued liabilities
    12,065       55,324       1,065,484  
Net cash used in
                       
operating activities
  $ (27,181 )   $ (2,458 )   $ (2,181,357 )
                         
Cash flows from investing activities:
                       
Cash acquired in Centric acquisition
                6  
Purchases of equipment
                (23,612 )
Deposit paid on Cascade acquisition
                (100,000 )
Net cash used in
                       
investing activities
                (123,606 )
                         
Cash flows from financing activities:
                       
Proceeds from sale of preferred stock
                9,600  
Proceeds from sale of common stock
                1,587,706  
Deposit on proposed acquisition
                77,240  
Payments for offering costs
                (150,339 )
Proceeds from notes payable, related party
                290,301  
Proceeds from notes payable
    30,000             514,485  
Payment of note payable
          (6,314     (21,045 )
Net cash provided by
                       
financing activities
    30,000       (6,314     2,307,948  
                         
Net change in cash.
    2,819       (8,772 )     2,985  
                         
Cash, beginning of period
    166       20,237        
                         
Cash, end of period
  $ 2,985     $ 11,465     $ 2,985  
                         
Supplemental disclosure of cash flow information:
                       
Cash paid during the period for:
                       
Income taxes
  $     $     $  
 Interest
  $     $ 266     $ 7,518  
Non-cash investing/financing activities
                       
Preferred stock issued to repay notes
  $     $     $ 652,274  
Common stock issued to repay loan
  $     $     $ 75,000  
Common stock issued to acquire Centric
  $     $     $ 41,673  
Offering costs exchanged for stock
  $     $     $ 6,500  

 
See accompanying notes to consolidated condensed financial statements
 
 
5

 
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Consolidated Condensed Financial Statements
(Unaudited)


(1)           Organization and Basis of Presentation

Worldwide Strategies Incorporated (the “Company”) was originally incorporated in the state of Nevada on April 6, 1998.  On March 1, 2005, Worldwide Business Solutions Incorporated (“WBSI”) was incorporated in the State of Colorado.  On July 8, 2005, the Company acquired all the shares of WBSI for 76.8% of the Company’s outstanding stock.  The acquisition of WBSI has been accounted for as a recapitalization of WBSI.  Therefore the historical information prior to the date of recapitalization is the financial information of WBSI.

The Company is in the development stage in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.”  As of October 31, 2011, the Company has devoted substantially all of its efforts to financial planning, raising capital and developing markets.

Interim financial data presented herein are unaudited.  The unaudited interim financial information presented herein have been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period ended July 31, 2011, included in its annual report on Form 10-K, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern.  However, the Company experienced net losses of $131,777 and $7,491,115 for the three-month period ended October 31, 2011 and for the period from March 1, 2005 (inception) through October 31, 2011, respectively.  These matters, among others, raise substantial doubt about its ability to continue as a going concern.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the Company’s ability to generate sufficient sales volume to cover its operating expenses and to raise sufficient capital to meet its payment obligations.  Historically, management has been able to raise additional capital.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

New Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) approved the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts our financial statements as all references to authoritative accounting literature will be referenced in accordance with the Codification. Pursuant to the provisions of FASB ASC 105 Topic Generally Accepted Accounting Principles (“ASC 105”) we have updated references to GAAP in our financial statements for the periods ended September 30, 2009.  The adoption of ASC 105 did not impact our financial position or results of operations.
 
 
6

 
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Also in June 2009, the FASB issued new accounting guidance related to the accounting and disclosure for transfers of financial assets, which is included in ASC Topic 860, Transfers and Servicing. This guidance will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk with respect to the assets. This guidance is effective for fiscal years beginning after November 15, 2009. We do not anticipate that the adoption of this guidance will have a material impact on our financial position or results of operations.

Also in June 2009, the FASB issued new accounting guidance related to the accounting and disclosure for the consolidation of variable interest entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The guidance is included in ASC Topic 810, Consolidation. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. The guidance is effective for the first annual reporting period beginning after November 15, 2009. We do not anticipate that the adoption of this guidance will have a material impact on our financial position or results of operations.

In August 2009, the FASB issued an update of ASC Topic 820, Measuring Liabilities at Fair Value. The new guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using prescribed techniques. We adopted the new guidance in the third quarter of 2009 and it did not materially affect our financial position and results of operations.

(2)           Accounts payable related parties

At October 31, 2011, the Company was indebted to an officer for expenses incurred on behalf of the Company totaling $3,900.

(3)           Accrued compensation

The Company accrued compensation for the CEO and the CFO through July 31, 2011. The accrued compensation, totaling $410,625, will only be paid if the Company successfully obtains sufficient financing to fund its plan of operation.

(4)           Related party transactions

Accrued liabilities

During the three-month period ended October 31, 2011, $12,966 in various liabilities of the Company were paid personally by the CEO. This accrual, totaling $84,980 including amounts accrued in prior periods, will be repaid when the Company has sufficient working capital. An additional amount of $173 represents accrued interest on notes payable to related parties.

Notes payable

During the three-month period ending October 31, 2011, the Company had outstanding convertible promissory notes to two related parties totaling $4,000. The notes, due November 1, 2011, bear interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder. Interest expense for these notes was accrued in the amount of $100 for the three-month period ended October 31, 2011.


 
7

 
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Consolidated Condensed Financial Statements
(Unaudited)


(5)           Notes payable

During November 2009, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note bears interest at 8% and the principal and accrued interest is convertible, at the option of the note-holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price .The note holder extended the original due date from May 31, 2010 to December 31, 2010, extended again to July 31, 2011 and extended again to June 30, 2012. Interest expense for this note payable was $500 for the three-month period ended October 31, 2011.

During February 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note bears interest at 8% and the principal and accrued interest is convertible, at the option of the note-holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price. The note holder extended the original due date from July 31, 2010 to December 31, 2010, extended again to July 31, 2011 and extended again to June 30, 2012. Interest expense for this note payable was $500 for the three-month period ended October 31, 2011.

During May 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $50,000. The note bears interest at 9% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder. The note holder extended the due date from September 23, 2010 to January 21, 2011, to May 21, 2011, to September 18, 2011, and then to January 16, 2012. Interest expense, including the premium cost on shares issued for the renewal period, for this note payable was $43,317 for the three months ended October 31, 2011.

During December 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $15,000. The note bears interest at 9% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder. The note holder extended the due date from April 2, 2011 to July 31, 2011, and then to November 28, 2011. Interest expense, including the premium cost on shares issued for the renewal period, for this note payable was $5,513 for the three months ended October 31, 2011.

During May 2011, the Company issued a convertible promissory note to an unrelated party in exchange for $2,000. The note, due November 1, 2011, bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder. Interest expense for this note was $50 for the three-month period ended October 31, 2011.

During September 2011, the Company issued a convertible promissory note to an unrelated party in exchange for $15,000. The note, due February 29, 2012, bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder. Interest expense for this note was $250 for the three-month period ended October 31, 2011.

During October 2011, the Company issued a convertible promissory note to an unrelated party in exchange for $15,000. The note, due April 25, 2012, bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder. Interest expense for this note was $25 for the three-month period ended October 31, 2011.


 
8

 
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Consolidated Condensed Financial Statements
(Unaudited)


(6)           Shareholders’ Deficit

Preferred stock

The Company is authorized to issue 25,000,000 shares of $0.001 par value preferred stock.  The Company’s Board of Directors may divide and issue the preferred shares in series.  Each Series, when issued, shall be designated to distinguish them from the shares of all other series.  The relative rights and preferences of these series include preference of dividends, redemption terms and conditions, amount payable upon shares of voluntary or involuntary liquidation, terms and condition of conversion as well as voting powers.

Effective December 15, 2008, the Company established a series of 5,000,000 shares of preferred stock to be known as “Series A Convertible Preferred Stock” (“Series A”).  The shares of Series A have a par value of $0.001 per share.  Shares of Series A may be redeemed, for $0.50 per share, at the Company’s option.  Each share of Series A may be converted into 6.25 shares of common stock, at the option of the holder.

Shares of Series A will participate in dividends paid, in cash or other property, to holders of outstanding common stock.  In the event the Company declares and pays a dividend to common stockholders, five percent (5%) of the value of such dividend shall be paid to the holders of outstanding Series A shares. After payment of the 5% preference, each outstanding Series A share will participate in the distribution of the remaining 95% of the dividend with the holders of common stock, as if each outstanding Series A share were one share of common stock. Any dividend payable to holders of Series A shares will have the same record and payment date and terms as the dividend payable on the common stock.

Holders Series A shares shall be entitled to vote together with the holders of the common stock as a single class, upon all matters submitted to holders of common stock for a vote. Shares of Series A will vote that number of votes equal to the number of shares of common stock issuable upon conversion of one share of Series A, as adjusted from time-to time.

Whenever holders of Series A are required or permitted to take any action by separate class or series, such action may be taken without a meeting by written consent, setting forth the action so taken and signed by the holders of the outstanding Series A shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Common stock

In August 2011, the Company issued 300,000 shares of the Company’s common stock as compensation for members of the Board of Directors in the amount of $36,000.  The shares were valued at $.12 per share based on the fair market value of the shares when they were issued.

In September 2011, the Company issued 387,500 shares of the Company’s common stock in exchange for interest and an extension of due date from September 18, 2011 to January 16, 2012 on a note payable. The shares, which were issued at $0.04 as per the note payable agreement, were valued at $0.15 per share based on the fair value of the shares when they were issued.  This amount ($58,124) is reflected in the accompanying financial statements as interest over the term of the note extension.

In October 2011, the Company issued 150,000 shares of the Company’s common stock as compensation to the CFO.  The shares were valued at $0.4 per share based on the fair value of the shares when they were issued.  This amount ($6,000) is reflected in the accompanying financial statements as consulting fees.

In September 2010, the Company issued 387,500 shares of the Company’s common stock for interest and renewal feels on a note payable. The shares were valued at $0.06 per share based on the fair value of the shares when they were issued.  This amount ($21,000) is reflected in the accompanying financial statements as stock based compensation.


 
9

 
WORLDWIDE STRATEGIES INCORPORATED
(A Development Stage Company)
Notes to Consolidated Condensed Financial Statements
(Unaudited)


Stock Options and Warrants

Following is a schedule of changes in common stock options and warrants from July 31, 2011 through October, 2011:

           
Weighted
Weighted
           
Average
Average
       
Exercise
 
Exercise
Remaining
 
Awards Outstanding
 
Price
 
Price
Contractual
 
Total
Exercisable
 
Per Share
 
Per Share
Life
Outstanding at July 31, 2011
3,958,329
3,958,329
   
$0.015-$0.75
 
$0.23
1.09 Years
Granted
   
 
Exercised
   
 
Cancelled/Expired
750,001
750,001
   
$0.75
 
Outstanding at October 31, 2011
3,208,328
3,208,328
   
$0.015-$0.24
 
$0.16
2.32 Years


The following changes occurred in outstanding options and warrants during the period from July 31, 2011 through October 31, 2011:

 
Options
 
Warrants
 
Awards
Outstanding at July 31, 2011
3,208,328
 
750,001
 
3,958,329
Granted
 
 
Exercised
 
 
Cancelled/Expired
 
750,001
 
750,001
Outstanding at April 30, 2011
3,208,328
 
 
3,208,328

(7)           Income Taxes

The Company records its income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.”  The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefits and expense resulted in $0 income taxes.





 
 
 
 
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Part II.  OTHER INFORMATION

Item 6.       Exhibits

Regulation S-K Number
Exhibit
2.1
Share Exchange Agreement by and between Worldwide Strategies Incorporated, Centric Rx, Inc., Jim Crelia, Jeff Crelia, J.  Jireh, Inc. and Canada Pharmacy Express, Ltd.  dated as of June 28, 2007 (1)
3.1
Amended and Restated Articles of Incorporation (2)
3.2
Amended Bylaws (2)
3.3
Articles of Exchange Pursuant to NRS 92A.200 effective July 31, 2007 (3)
3.4
Certificate of Change Pursuant to NRS 78.209 effective July 31, 2007 (3)
3.5
Certificate of Designation Pursuant to NRS 78.1955 effective December 8, 2008 (4)
3.6
Amendment to Certificate of Designation Pursuant to NRS 78.1955 effective December 15, 2008 (5)
10.1
2005 Stock Plan (2)
10.2
Employment Agreement with James P.R. Samuels dated October 12, 2007 (6)
31.1
Rule 13a-14(a) Certification of James P.R. Samuels
31.2
Rule 13a-14(a) Certification of Thomas E. McCabe
32.1
Certification of James P.R. Samuels Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
32.2
Certification of Thomas E. McCabe Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
101
Interactive Data File
_________________
(1)      
Filed as an exhibit to the Current Report on Form 8-K dated June 28, 2007, filed July 2, 2007.
(2)      
Filed as an exhibit to the initial filing of the registration statement on Form SB-2, File No. 333-129398, on November 2, 2005.
(3)      
Filed as an exhibit to the Current Report on Form 8-K dated July 31, 2007, filed August 6, 2007.
(4)      
Filed as an exhibit to the Current Report on Form 8-K dated December 8, 2008, filed December 10, 2008.
(5)      
Filed as an exhibit to the Current Report on Form 8-K dated December 15, 2008, filed December 17, 2008.
(6)      
Filed as an exhibit to the Annual Report on Form 10-KSB, File No. 000-52362, on November 2, 2007.

 
 
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
WORLDWIDE STRATEGIES INCORPORATED
     
Date:  December 28, 2011
By:
 /s/ James P. R. Samuels
   
James P.R. Samuels
   
Chief Executive Officer
   
(Principal Executive Officer)
     
Date:  December 28, 2011
By:
  /s/ Thomas E. McCabe
   
Thomas E. McCabe
   
Chief Financial Officer
   
(Principal Financial Officer and Principal Accounting Officer)

 
 
 
 
 
 
 
 
 
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