10-Q/A

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, 2012

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 14, 2012 – 17,990,234 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, 2012 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on December 21, 2012, is 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

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.

2

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:  January 2, 2013	By:	/s/ James P.R. Samuels
		James P.R. Samuels
		Chief Executive Officer
		(Principal Executive Officer)
Date:  January 2, 2013	By:	/s/ Thomas E. McCabe
		Thomas E. McCabe
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

3

EX-31.1

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION

I, James P.R. Samuels, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Worldwide Strategies Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  January 2, 2013	By:	/s/ James P.R. Samuels
		James P.R. Samuels, CEO
		Principal Executive Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION

I, Thomas E. McCabe, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Worldwide Strategies Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  January 2, 2013	By:	/s/ Thomas E. McCabe
		Thomas E. McCabe, CFO
		Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Worldwide Strategies Incorporated (the “Company”) on Form 10-Q for the period ending October 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James P.R. Samuels, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  January 2, 2013	By:	/s/ James P.R. Samuels
		James P.R. Samuels, CEO
		Principal Executive Officer

EX-32.1

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Worldwide Strategies Incorporated (the “Company”) on Form 10-Q for the period ending October 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. McCabe, Vice President, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  January 2, 2013	By:	/s/ Thomas E. McCabe
		Thomas E. McCabe, CFO
		Principal Financial Officer

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3. Accrued compensation

3 Months Ended

Oct. 31, 2012

Accrued Liabilities [Abstract]

Accrued compensation

(3)           Accrued compensation

The Company accrued compensation for the CEO and the prior 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.

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2. Accounts payable related parties

3 Months Ended

Oct. 31, 2012

Accounts Payable [Abstract]

Accounts payable related parties

(2)           Accounts payable related parties

At October 31, 2012, the Company was indebted to an officer for expenses incurred on behalf of the Company totaling $3,900.

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Consolidated Condensed Balance Sheets (USD $)	Oct. 31, 2012	Jul. 31, 2012
Current Assets:
Cash	$ 1,755	$ 4,710
Prepaid expenses	2,189	3,738
Total current assets	3,944	8,447
Office equipment, net of accumulated depreciation of $22,623	0	0
Deposits	150	150
Total assets	4,094	8,597
Accounts and notes payable:
Accounts payable	70,020	80,464
Accounts payable, related party(Note 2)	3,900	3,900
Accrued compensation(Note 3)	410,625	410,625
Accrued liabilities	17,751	15,597
Accrued liabilities, related party (Note 4)	109,603	100,523
Notes payable (Note 5)	193,661	171,161
Total current liabilities	805,559	782,269
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 par value, 33,333,333 shares authorized 17,873,984 and 16,870,234 shares issued and outstanding respectively.	17,875	16,871
Additional paid-in capital	6,905,879	6,884,345
Deficit accumulated during development stage	(7,726,711)	(7,676,380)
Total shareholders' deficit	(801,465)	(773,672)
Total liabilities and shareholders' deficit	$ 4,094	$ 8,597

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Consolidated Condensed Statement of Cash Flows (USD $)	3 Months Ended		89 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012
Cash flows from operating activities:
Net loss	$ (50,331)	$ (131,777)	$ (7,726,711)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	0	0	140,278
Loss on failed acquisition	0	0	150,000
Stock based compensation (Notes 4 and 5)	7,000	42,000	3,469,703
Consulting expense paid in common stock	10,500	0	135,500
Consulting expenses paid in perferred stock	0	0	7,500
Expenses paid with capital contribution	0	0	93,042
Interest expense paid in common stock(Note 5)	5,038	58,125	327,470
Interest expense paid in preferred stock (Note 4 and 5 )	0	0	4,745
Interest expense capitalized as principal	0	0	54,293
Net liabilities acquired in Barnett recapitalization	0	0	49
Changes in current assets and liabilities:
Receivables, prepaid expenses and other current assets	1,549	(7,795)	(52,436)
Accounts payable	(10,444)	201	73,920
Accrued liabilities	11,234	12,065	1,097,401
Net cash used in operating activities	(25,455)	(27,181)	(2,225,247)
Cash flows from investing activities:
Cash acquired in Centric acquisition	0	0	6
Purchases of equipment	0	0	(23,612)
Deposit paid on Cascade acquisition	0	0	(100,000)
Net cash used in investing activities	0	0	(123,606)
Cash flows from financing activities:
Proceeds from sale of preferred stock	0	0	9,600
Proceeds from sale of common stock	0	0	1,587,706
Deposit on proposed acquisition	0	0	77,240
Payments for offering costs	0	0	(150,339)
Proceeds from notes payable, related party	0	0	299,475
Proceeds from notes payable	22,500	30,000	568,971
Payment of notes payable	0	0	(42,045)
Net cash provided by financing activities	22,500	30,000	2,350,608
Net change in cash.	(2,955)	2,819	1,755
Cash, beginning of period	4,710	166
Cash, end of period	$ 1,755	$ 2,985	$ 1,755

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1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies

3 Months Ended

Oct. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

(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, 2012, 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 has been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period ended July 31, 2012, 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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At October 31, 2012, the Company had a working capital deficiency of $801,615, net losses of $50,331 for the three months ended October 31, 2012 and an accumulated deficit of $7,726,711 since inception.  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. During the quarter ended October 31, 2012, the Company issued convertible promissory notes, in exchange for $22,500.

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 January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value measurements,” which amends ASC 820, “Fair Value Measures and Disclosures.” ASU 2010-06 requires disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009, except for requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010. This guidance requires new disclosures only, and had no impact on our financial statements. In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855).” This update provides amendments to Subtopic 855-10-50-4 and related guidance within U.S. GAAP to clarify that an SEC registrant is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC’s requirements. The Company has adopted this standard and it had no impact on this financial statements.

In December 2010, the FASB issued ASU 2010-29, which contains updated accounting guidance to clarify the acquisition date that should be used for reporting pro forma financial information when comparative financial statements are issued. This update requires that a company should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This update also requires disclosure of the nature and amount of material, nonrecurring pro forma adjustments. The provisions of this update, which are to be applied prospectively, are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The impact of this update on the Company’s financial statements will depend on the size and nature of future business combinations.

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Consolidated Condensed Balance Sheets (Parentheticals) (USD $)	Oct. 31, 2012	Jul. 31, 2012
Statement of Financial Position [Abstract]
Accumulated depreciation on Office equipment, (in doallars)	$ 22,623	$ 22,623
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	1,491,743	1,491,743
Preferred stock, shares outstanding	1,491,743	1,491,743
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	33,333,333	33,333,333
Common stock, shares issued	17,873,984	16,870,234
Common stock, shares Outstanding	17,873,984	16,870,234

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1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) (USD $)	3 Months Ended		89 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Jul. 31, 2012
Organization Basis Of Presentation And Summary Of Significant Accounting Policies Details
Working capital deficiency	$ 801,615		$ 801,615
Net loss	50,331	131,777	7,726,711
Accumulated deficit	7,726,711		7,726,711	7,676,380
Convertible promissory notes	$ 22,500		$ 22,500

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Document and Entity Information	3 Months Ended
	Oct. 31, 2012	Dec. 14, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	WORLDWIDE STRATEGIES INC
Entity Central Index Key	0001342792
Trading Symbol	wwsg
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--07-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		17,990,234
Document Type	10-Q
Document Period End Date	Oct. 31, 2012
Entity Well-known Seasoned Issuer	No
Amendment Flag	true
Amendment Description	This amendment is being filed to comply with regulations.
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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2. Accounts payable related parties (Details Narrative) (USD $)	3 Months Ended
	Oct. 31, 2012
Accounts Payable Related Parties Details Narrative
Related party debt	$ 3,900

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Consolidated Condensed Statement of Operations (USD $)	3 Months Ended		89 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012
Income Statement [Abstract]
Sales	$ 0	$ 0	$ 34,518
Cost of sales	0	0	30,568
Gross Profit, Total	0	0	3,950
Operating expenses:
Salaries, benefits and payroll taxes	0	0	1,108,375
Stock based compensation	7,000	42,000	3,469,703
Professional and consulting fees	24,750	16,747	1,063,290
Travel	7,231	12,966	317,561
Contract labor	0	0	558,000
Insurance	0	0	253,506
Depreciation	0	0	140,278
Loss on failed acquisition	0	0	181,016
Other general and administrative expenses	2,381	6,885	218,336
Total operating expenses	41,361	78,598	7,310,065
Loss from operations	(41,361)	(78,598)	(7,306,115)
Other expense:
Interest expense	(8,969)	(53,179)	(420,596)
Loss before income taxes	(50,331)	(131,777)	(7,726,711)
Income tax provision (Note 7)	0	0	0
Net loss	$ (50,331)	$ (131,777)	$ (7,726,711)
Basic and diluted loss per share	$ (0.002)	$ (0.005)
Basic and diluted weighted average common shares outstanding	26,742,392	24,985,016

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6. Shareholders' Deficit

3 Months Ended

Oct. 31, 2012

Stockholders' Equity Note [Abstract]

Shareholders' Deficit

(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 2012, the Company issued 150,000 shares of the Company’s common stock as compensation to the contracted CFO.  The shares were valued at $0.01 per share based on the fair value of the shares when they were issued.  This amount ($1,500) is reflected in the accompanying financial statements as stock based compensation.

In August 2012, the Company issued 116,250 shares of the Company’s common stock in exchange for interest and an extension of due date from July 25, 2012 to November 22, 2012 on a note payable. The shares, which were issued at $0.04 as per the note payable agreement, were valued at $0.01 per share based on the fair value of the shares when they were issued.  This amount ($1,162) will be reflected in the accompanying financial statements as interest over the term of the note extension.

In September 2012, the Company issued 387,500 shares of the Company’s common stock in exchange for interest and an extension of due date from September 12, 2012 to January 10, 2013 on a note payable. The shares, which were issued at $0.04 as per the note payable agreement, were valued at $0.01 per share based on the fair value of the

shares when they were issued.  This amount ($3,875) is reflected in the accompanying financial statements as interest over the term of the note extension.

In September 2012, the Company issued 350,000 shares of the Company’s common stock in exchange for services valued at $10,500. The shares were valued based on the fair value on the date of grant, $.03 per share, and are reflected in the accompanying financial statements as professional and consulting fees.

Stock Options and Warrants

Following is a schedule of changes in common stock options and warrants from July 31, 2012 through October 31, 2012:

					Weighted		Weighted
					Average		Average
			Exercise		Exercise		Remaining
	Awards Outstanding		Price		Price		Contractual
	Total	Exercisable	Per Share		Per Share		Life
Outstanding at July 31, 2012	3,508,328	3,508,328		$0.015-$0.24		$0.16	1.82 Years
Granted	550,000	550,000		$0.01		$0.01	6.83 Years
Exercised	—	—		—		—	—
Cancelled/Expired	—	—		—		—	—
Outstanding at October 31, 2012	4,058,328	4,058,328		$0.01-$0.24		$0.14	2.28 Years

The following changes occurred in outstanding options and warrants during the period from July 31, 2012 through October 31, 2012:

	Options	Warrants	Awards
Outstanding at July 31, 2012	3,508,328	—	3,508,328
Granted	550,000	—	550,000
Exercised	—	—	—
Cancelled/Expired	—	—	—
Outstanding at October 31, 2012	4,058,328	—	4,058,328

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5. Notes payable

3 Months Ended

Oct. 31, 2012

Notes Payable [Abstract]

Notes payable

(5)           Notes payable

During August 2012, the Company issued convertible promissory notes to an unrelated party in exchange for  $15,000.  The note, due January 31, 2013, bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note.  Interest expense for this note was $104 for the three-month period ending October 31, 2012.

During October 2012, the Company issued convertible promissory notes to five unrelated parties in exchange for a total of $7,500.  The notes, due March 31, 2013, bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note.  Interest expense for these notes was $63 for the three-month period ending October 31, 2012.

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3. Accrued compensation (Details Narrative) (USD $)	Oct. 31, 2012
Accrued Compensation Details Narrative
Accrued compensation	$ 410,625

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1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Oct. 31, 2012

Organization Basis Of Presentation And Summary Of Significant Accounting Policies Policies

Going Concern

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At October 31, 2012, the Company had a working capital deficiency of $801,615, net losses of $50,331 for the three months ended October 31, 2012 and an accumulated deficit of $7,726,711 since inception.  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. During the quarter ended October 31, 2012, the Company issued convertible promissory notes, in exchange for $22,500.

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

New Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value measurements,” which amends ASC 820, “Fair Value Measures and Disclosures.” ASU 2010-06 requires disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009, except for requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010. This guidance requires new disclosures only, and had no impact on our financial statements. In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855).” This update provides amendments to Subtopic 855-10-50-4 and related guidance within U.S. GAAP to clarify that an SEC registrant is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC’s requirements. The Company has adopted this standard and it had no impact on this financial statements.

In December 2010, the FASB issued ASU 2010-29, which contains updated accounting guidance to clarify the acquisition date that should be used for reporting pro forma financial information when comparative financial statements are issued. This update requires that a company should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This update also requires disclosure of the nature and amount of material, nonrecurring pro forma adjustments. The provisions of this update, which are to be applied prospectively, are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The impact of this update on the Company’s financial statements will depend on the size and nature of future business combinations.

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7. Income Taxes

3 Months Ended

Oct. 31, 2012

Income Tax Disclosure [Abstract]

Income Taxes

(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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8. Subsequent Events

3 Months Ended

Oct. 31, 2012

Text Block [Abstract]

8. Subsequent Events

(8)           10-Q Subsequent Event

On December 14, 2012, the Company executed a stock exchange agreement with Jorge Zamacona Pliego, the President of Euzkadi Corporation of America S.A. de C.V. (“Euzkadi”) and other principal owners of Euzkadi (“Euzkadi Principals”). Under the terms of the Agreement, Euzkadi Principals would assign and transfer Euzkadi shares to Worldwide such that Worldwide would then own 10% of Euzkadi, and Worldwide would issue shares of its common stock to Euzkadi Principals, such that they would then own 80% of Worldwide.

Consummation of the stock exchange is contingent upon the satisfaction of several conditions, including Worldwide increasing its authorized shares of common stock to accommodate this transaction and Euzkadi completing its first shipment of products.

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6. Shareholders' Deficit (Tables)

3 Months Ended

Oct. 31, 2012

Shareholders Deficit Tables

Schedule of changes in common stock options and warrants

Following is a schedule of changes in common stock options and warrants from July 31, 2012 through October 31, 2012:

					Weighted		Weighted
					Average		Average
			Exercise		Exercise		Remaining
	Awards Outstanding		Price		Price		Contractual
	Total	Exercisable	Per Share		Per Share		Life
Outstanding at July 31, 2012	3,508,328	3,508,328		$0.015-$0.24		$0.16	1.82 Years
Granted	550,000	550,000		$0.01		$0.01	6.83 Years
Exercised	—	—		—		—	—
Cancelled/Expired	—	—		—		—	—
Outstanding at October 31, 2012	4,058,328	4,058,328		$0.01-$0.24		$0.14	2.28 Years

The following changes occurred in outstanding options and warrants during the period from July 31, 2012 through October 31, 2012:

	Options	Warrants	Awards
Outstanding at July 31, 2012	3,508,328	—	3,508,328
Granted	550,000	—	550,000
Exercised	—	—	—
Cancelled/Expired	—	—	—
Outstanding at October 31, 2012	4,058,328	—	4,058,328

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6. Shareholders' Deficit (Details) (USD $)	3 Months Ended
	Oct. 31, 2012	Jul. 31, 2011
Number of Options
Number of Options Outstanding, Beginning		3,508,328
Number of Options Granted	550,000
Number of Options Outstanding, Ending		3,508,328
Number of Options Exercisable, October 31, 2012	4,058,328
Excercise Price Per Share
Excercise Price Per Share Outstanding, Beginning		0.015-0.24
Excercise Price Per Share, Granted	$ 0.01
Excercise Price Per Share, October 31, 2012	0.015-0.24	0.015-0.24
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, Beginning		$ 0.16
Weighted Average Exercise Price Granted	$ 0.01
Weighted Average Exercise Price Outstanding, Ending		$ 0.16
Weighted Average Exercise Price Exercisable, October 31, 2012	$ 0.14
Weighted Average Remaining Contractual Life (in years)
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning	1 year 9 months 30 days
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending	2 years 4 months 18 days
Weighted Average Remaining Contractual Life (in years) granted	6 years 10 months

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Consolidated Condensed Statement of Changes in Shareholders’ Deficit (Unaudited) (USD $)	Preferred Stock [Member]	Common Stock	Additional Paid-In Capital	Deficit Accumulated During Development Stage	Total
Beginning Balance, Amount at Jul. 31, 2012	$ 1,492	$ 16,871	$ 6,884,345	$ (7,676,380)	$ (773,672)
Beginning Balance, Shares at Jul. 31, 2012	1,491,743	16,870,234
Common stock issued in exchange for interest, Shares		503,750
Common stock issued in exchange for interest, Amount		504	4,534		5,038
Common stock issued in exchange for CFO compensation, Shares		150,000
Common stock issued in exchange for CFO compensation, Amount		150	1,350		1,500
Common stock issued for consulting services, Shares		350,000
Common stock issued for consulting services, Amount		350	10,150		10,500
Options issued in exchange for board member services			4,000		4,000
Options issued in exchange for CFO compensation			1,500		1,500
Net loss				(50,331)	(50,331)
Ending Balance, Amount at Oct. 31, 2012	$ 1,492	$ 17,875	$ 6,905,879	$ (7,726,711)	$ (801,465)
Ending Balance, Shares at Oct. 31, 2012	1,491,743	17,873,984

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4. Related party transactions

3 Months Ended

Oct. 31, 2012

Related Party Transactions [Abstract]

Related party transactions

(4)           Related party transactions

Accrued liabilities

During the three-month period ended October 31, 2012, $8,850 in various liabilities of the Company were paid personally by the CEO of which none was reimbursed. This accrual, totaling $108,894, including amounts accrued in prior periods, will be repaid when the Company has sufficient working capital. An additional amount totaling $709 represents accrued interest on notes payable, including amounts accrued in prior periods, to related parties.

Notes payable

During the three-month period ending October 31, 2012, the Company had outstanding convertible promissory notes to three related parties totaling $9,173. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares, with $4,173 convertible at $.07 per share and $5,000 convertible at $.04 per share, upon the election of the holder. Interest expense for these notes was accrued in the amount of $229 for the three-month period ended October 31, 2012.

Common Stock

In August 2012, the Company issued 150,000 shares of the Company’s common stock in exchange for uncompensated services provided to the company by the VP Finance & CFO.  The shares were valued at $.01 per share based on the fair value of the shares in the month they were issued. This amount ($1,500) is reflected in the accompanying financial statements as stock based compensation.

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4. Related party transactions (Details Narrative) (USD $)	3 Months Ended
	Oct. 31, 2012
Related Party Transactions Details Narrative
Various liabilities paid by related party	$ 8,850
Outstanding convertible promissory notes to related parties	9,173
Interest expense on related party convertible notes	$ 229