WORLDWIDE STRATEGIES INC - Quarter Report: 2008 October (Form 10-Q)

f10q-worldwide.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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, 2008

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 small business issuer 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 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 16, 2008 – 9,301,234 shares of common stock

WORLDWIDE STRATEGIES INCORPORATED

FORM 10-Q

FOR THE FISCAL QUARTER ENDED

OCTOBER 31, 2008

INDEX

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets	2

	Consolidated Condensed Statements of Operations	3

	Consolidated Condensed Statement of Changes in Shareholders’ Deficit	4

	Consolidated Condensed Statements of Cash Flows	5

	Notes to Consolidated Condensed Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis or Plan of Operation	13

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18

Item 4.	Controls and Procedures	18


PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	18

Item 1A.	Risk Factors	18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Submission of Matters to a Vote of Security Holders	19

Item 5.	Other Information	19

Item 6.	Exhibits	19

SIGNATURES		21

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Consolidated Condensed Balance Sheet

	October 31,			July 31,
	2008			2008
	(unaudited)			(audited)
Assets
Current Assets:
Cash	$	652		$	7,308
Prepaid expenses		15,588			24,477

Total current assets		16,240			31,785

Office equipment, net of accumulated depreciation of $21,489 (Note 1)		1,134			2,530
Deposits		150			150

Total assets	$	17,524		$	34,465


Liabilities and Shareholders’ Deficit
Current Liabilities:
Accounts and notes payable:
Accounts payable	$	59,934		$	47,853
Accounts payable, related party (Note 2)		5,391			4,000
Accrued salaries (Note 3)		642,537			551,687
Accrued liabilities (Note 6)		11,743			8,852
Accrued liabilities, related party (Note 4)		2,197			2,149
Notes payable (Note 6)		317,551			315,790
Notes payable, related party (Note 4)		320,784			313,725

Total current liabilities		1,360,137			1,244,056

Shareholders’ deficit (Notes 5 and 9):
Common stock		9,302			9,284
Additional paid-in capital		4,858,487			4,835,975
Deficit accumulated during development stage		(6,210,402	)		(6,054,850	)

Total shareholders’ deficit		(1,342,613	)		(1,209,591	)

Total liabilities and shareholders’ deficit	$	17,524		$	34,465

See accompanying notes to consolidated condensed financial statements

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Consolidated Condensed Statement of Operations

(Unaudited)

							March 1, 2005
							(Inception)
	Three Months Ended						Through
	October 31,						October 31,
	2008			2007			2008

Sales	$	—		$	—		$	34,518
Cost of sales		—			—			30,568

		—			—			3,950

Operating expenses:
Salaries, benefits and payroll taxes		61,335			65,714			866,500
Stock based compensation (Note 5)		—			350			3,190,203
Professional and consulting fees		23,429			38,607			737,408
Travel		1,991			5,105			220,834
Contract labor		37,500			37,500			389,250
Insurance		12,475			12,546			201,953
Depreciation		1,395			14,282			139,144
Loss on failed acquisition		—			—			181,016
Other general and administrative expenses		3,199			4,849			188,147

Total operating expenses		141,324			178,953			6,114,455
Loss from operations		(141,324	)		(178,953	)		(6,110,505	)

Other expense:
Interest expense		(14,228	)		(10,609	)		(99,897	)

Loss before income taxes		(155,552	)		(189,562	)		(6,210,402	)

Income tax provision (Note 7)		—			—			—

Net loss	$	(155,552	)	$	(189,562	)	$	(6,210,402	)

Basic and diluted loss per share	$	(0.02	)	$	(0.02	)

Basic and diluted weighted average
common shares outstanding		9,301,234			8,691,791

See accompanying notes to consolidated condensed financial statements

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Consolidated Condensed Statement of Changes in Shareholders’ Deficit

(Unaudited)

							Deficit
							Accumulated
					Additional		During
	Common Stock				Paid-In		Development
	Shares		Par Value		Capital		Stage			Total
Balance at July 31, 2008		9,283,211	$	9,284	$	4,835,975	$	(6,054,850	)	$	(1,209,591	)

Common stock issued in exchange for
interest (Note 5)		18,023		18		2,452		—			2,470
Deposit on proposed acquisition (Note 8)		—		—		20,000		—			20,000
Expenses paid-capital contribution (Note 5)		—		—		60		—			60
Net loss		—		—		—		(155,552	)		(155,552	)

Balance at October 31, 2008		9,301,234	$	9,302	$	4,858,487	$	(6,210,402	)	$	(1,342,613	)

See accompanying notes to consolidated condensed financial statements

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Consolidated Condensed Statement of Cash Flows

(Unaudited)

							March 1, 2005
							(Inception)
	Three Months Ended						Through
	October 31,						October 31,
	2008			2007			2008
Cash flows from operating activities:
Net cash used in
Operating activities	$	(26,656	)	$	(60,474	)	$	(1,967,410	)

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 common stock		—			—			1,587,706
Deposit on proposed acquisition (Note 8)		20,000			—			70,000
Payments for offering costs		—			—			(150,339	)
Proceeds from notes payable, related party		—			24,500			276,301
Proceeds from notes payable		—			17,000			308,000
Net cash provided by
Financing activities		20,000			41,500			2,091,668

Net change in cash		(6,656	)		(18,974	)		652

Cash, beginning of period		7,308			33,443			—

Cash, end of period	$	652		$	14,469		$	652

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	—		$	—
Interest	$	—		$	—		$	7,518
Non-cash investing/financing activities
Common stock issued to repay loan	$			$	75,000		$	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

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

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

Organization and Basis of Presentation

Worldwide Strategies Incorporated (the “Company”) was incorporated on March 1, 2005 as Worldwide Business Solutions Incorporated (“WBSI”) in the State of Colorado. The Company intends to provide call center software platforms to client centers and to outsource selected client services to multi-lingual international centers.

On May 13, 2005, Barnett Energy Corporation (“BEC”), a Nevada corporation, entered into a Share Exchange Agreement (the “Agreement”) with WBSI. Under the terms of the Agreement, BEC agreed to acquire all of the issued and outstanding common stock of WBSI in exchange for 778,539 shares of its common stock. The acquisition closed on July 8, 2005. Following the acquisition, the former shareholders of WBSI held approximately 76.8 percent of BEC’s outstanding common stock, resulting in a change of control. In addition, WBSI became a wholly owned subsidiary of BEC. However, for accounting purposes, the acquisition has been treated as a recapitalization of WBSI, with BEC the legal surviving entity. Since BEC had minimal assets and no operations, the recapitalization has been accounted for as the sale of 778,539 shares of WBSI common stock for the net liabilities of BEC. Therefore, the historical financial information prior to the date of the recapitalization is the financial information of WBSI.

On June 14, 2005, BEC changed its name to Worldwide Strategies Incorporated.

Effective July 31, 2007 the Company filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of its authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106.

All shares and per share amounts in these Consolidated Financial Statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

On July 31, 2007, the Company acquired 100% of the issued and outstanding shares of Centric Rx, Inc., (“Centric”) in exchange for 2,250,000 shares of the Company’s common stock. As a result of the acquisition, Centric is now a wholly owned subsidiary of the Company and the results of its operation will be included in the Company’s consolidated financial statements. Centric’s primary business will be the distribution of health services and prescription drug discount cards. The Company plans to contract with call centers to provide ongoing service and support to organizations and individuals that utilize these cards. Centric will receive commission based upon the utilization of these cards.

Development Stage

The Company and its subsidiaries are in the development stage in accordance with Statements of Financial Accounting Standards (SFAS) No. 7 “Accounting and Reporting by Development Stage Enterprises”. As of October 31, 2008, the Company has devoted substantially all of its efforts to financial planning, raising capital and developing markets.

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 $155,552, $189,562, and $6,210,402 for the periods ended October 31, 2008, October 31, 2007 and for the period from March 1, 2005 (inception) through October 31, 2008, respectively. In addition, the Company has incurred liabilities in excess of assets over the past quarter and, as of October 31, 2008, and has an accumulated deficit of $6,210,402. These matters, among others, raise substantial doubt about its ability to continue as a going concern.

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

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 period ended October 31, 2008, the Company obtained an additional $20,000 as partial payment of item (ii) in the NMKT letter of intent.

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.

Principles of Consolidation

The accompanying Consolidated Financial Statements include the Company’s accounts and those of its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had no cash equivalents at October 31, 2008.

Financial Instruments

The carrying amounts of cash and current liabilities approximate fair value due to the short-term maturity of the instruments.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, currently ranging from three to five years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

	October 31,
	2008			2007
Office equipment	$	10,600		$	11,589
Software		12,023			128,690
		22,623			140,279
Accumulated depreciation		(21,489	)		(27,296	)
Property and equipment - net	$	1,134		$	112,983

The Company determined that software acquired, as part of the assets of Centric purchased July 31, 2007, has no future value. The Company will not pursue the stand-alone pharmacy development, supported by the software, as originally contemplated in the Centric. The useful life of this asset originally expected to end October 31, 2009 was revised to end July 31, 2008. This asset and a fully depreciated computer, no longer in service were abandoned

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

during the first quarter ended October 31, 2008 and removed from the Company’s records. As the carrying amount of the assets was $0 no impairment loss was recognized.

Depreciation expense for the quarters ended October 31, 2008, October 31, 2007, and for the period from March 1, 2005 (inception) through October 31, 2008 totaled $1,395, $14,282, and $139,144, respectively.

Impairment of Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Statement No. 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Offering Costs

The Company defers offering costs, such as legal, commissions and printing costs, until such time as the offering is completed. At that time, the Company offsets the offering costs against the proceeds from the offering. If an offering is unsuccessful the costs are charged to operations at that time.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes.

Revenue Recognition

The Company provides its call center services under contract arrangements. The Company recognizes revenue as services are provided (based on an hourly rate) over the term of the contract.

Stock-based Compensation

Effective February 1, 2006, the Company adopted SFAS No. 123R, “Share Based Payment”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). In prior years, employee stock-based compensation awards were measured based on the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and complied with the disclosure provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), and SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure”. Under APB 25, compensation expense of fixed stock options was based on the difference, if any, on the date of the grant between the deemed fair value of the Company’s stock and the exercise price of the option. Compensation expense was recognized on the date of grant or on the straight-line basis over the option-vesting period. The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS 123 and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. As a result of the change in accounting policy, the Company recorded $0, $350, and $3,190,203 as stock-based compensation on the stock options granted during the quarters ended October 31, 2008, October 31, 2007 and for the period from March 1, 2005 (inception) through October 31, 2008.

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Loss per Common Share

The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of October 31, 2008, after recognition of the one for three reverse stock split, there were 6,124,695 and 5,033,364 vested common stock options and warrants outstanding, respectively, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

Fiscal Year-end

The Company’s year-end is July 31.

New Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60.” SFAS No. 163 prescribes accounting for insures of financial obligations, bringing consistency to recognizing and recording premiums and to loss recognition. SFAS No. 163 also requires expanded disclosures about financial guarantee insurance contracts. Except for some disclosures, SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of SFAS No. 163 will not have an impact on our results of operations or financial position.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 makes the hierarchy of generally accepted accounting principles explicitly and directly applicable to preparers of financial statements, a step that recognizes preparers’ responsibilities for selecting the accounting principles for their financial statements. The effective date of SFAS No. 162 is 60 days following the U.S. Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board’s related amendments to remove the GAAP hierarchy from auditing standards, where it has resided for some time. The adoption of SFAS No. 162 will not have an impact on our results of operations or financial position.

On March 19, 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.” SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities. These enhanced disclosures will discuss (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We have not determined the impact, if any SFAS No. 161 will have on our consolidated financial statements.

(2) Accounts payable related parties

At October 31, 2008, the Company was indebted to two officers and a director for expenses incurred on behalf of the Company totaling $5,391.

(3) Accrued compensation

The Company has not compensated the Chief Executive Officer or the Chief Financial Officer for services rendered during the 2007 and 2008 fiscal years and the first quarter of the 2009 fiscal year. The unpaid compensation has been accrued and charged to expense for these periods. Accrued compensation totals $642,537 at October 31, 2008. The accrued salaries will only be paid if the Company successfully obtains sufficient financing to fund its plan of operation.

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(4) Related party transactions

Convertible notes payable

Outstanding notes, including accrued interest which was capitalized, total $320,784 at October 31, 2008. Accrued interest totals $2,197 at October 31, 2008. Interest expense for the three months ended October 31, 2008 and 2007, and for the period from March 1, 2005 (inception) to October 31, 2008 was $7,107, $5,518 and $50,152, respectively. The notes are also convertible into shares of the Company’s common stock at the option of the note holder after the maturity date. Any unpaid principal and interest may be converted into the Company’s common stock at various rates, or 2,934,913 shares. At October 31, 2008, the Company is in default on all outstanding notes and the option to convert is available.

Subsequent to October 31, 2008 the Company made an offer to the note-holders allowing them to convert their outstanding notes to convertible preferred shares (see Note 9) the Company’s offer was accepted by all notes-holders.

(5) Shareholders’ Deficit

Common stock

In September 2008, the Company issued a total of 18,023 shares of the Company’s common stock in exchange for $2,470 in interest on five convertible notes payable. The shares were valued based on the fair value of the shares in the month interest was accrued.

Capital contribution

During the quarter ended October 31, 2008, the president of Centric paid office expenses totaling $60 on behalf of the Company.

Stock Options and Warrants

Following is a schedule of changes in common stock options and warrants from July 31, 2008 through October 31, 2008:

				Weighted		Weighted
				Average		Average
			Exercise	Exercise		Remaining
	Awards Outstanding		Price	Price		Contractual
	Total	Exercisable	Per Share	Per Share		Life
Outstanding at July 31, 2008	11,158,059	11,158,059	$0.06-$3.36	$	0.45	3.16 years
Granted	—	—	—		—	N/A
Exercised	—	—	—		—	N/A
Cancelled/Expired	—	—	—		—	N/A
Outstanding at October 31, 2008	11,158,059	11,158,059	$0.06-$3.36	$	0.45	3.02 years

Common stock awards consisted of the following options and warrants during the period from July 31, 2007 through October 31, 2008:

Description	Options		Warrants		Total Awards
Outstanding at July 31, 2008		6,124,695		5,033,364		11,158,059
Granted		—		—		—
Exercised		—		—		—
Cancelled/Expired		—		—		—
Outstanding at October 31, 2008		6,124,695		5,033,364		11,158,059

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Preferred stock

The Company is authorized to issue 25,000,000 shares of $.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.

(6) Notes payable

Outstanding notes, including accrued interest which was capitalized, total $317,551 at October 31, 2008. Accrued interest totals $11,743 at October 31, 2008. Interest expense for the three months ended October 31, 2008 and 2007, and for the period from March 1, 2005 (inception) to October 31, 2008 was $7,121, $5,091 and $49,745, respectively. The notes are also convertible into shares of the Company’s common stock at the option of the note holder after the maturity dates. Any unpaid principal and interest may be converted into the Company’s common stock at various rates, or 4,129,898 shares. At October 31, 2008, the Company is in default on all outstanding notes and the option to convert is available.

Subsequent to October 31, 2008, the Company made an offer to the note holders to exchange their outstanding notes for convertible preferred stock. All of the note holders have indicated that they will accept the exchange of their outstanding notes for convertible preferred stock (see Note 9).

(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.

(8) Letters of Intent

NewMarket Technology, Inc.

In February 2008, the Company entered into a letter of intent with NewMarket Technology, Inc. (“NMKT”). Pursuant to the letter of intent, NMKT will acquire a 51% in the Company in exchange for (i) the assumption of all of the Company’s outstanding debts and (ii) the payment of $100,000. NMKT’s ownership interest will be protected from dilution for three years. The transaction is subject to the execution of a mutually satisfactory definitive stock purchase agreement and the completion of due diligence. Withdrawal from the transaction by either party will subject the withdrawing party to a claim for the legal and due diligence expenses of the other party, not to exceed $100,000.

In August 2008 and April 2008, the Company received $20,000 and $50,000, respectively, from NMKT as partial payment of item (ii) in the letter of intent. Both parties are engaged in negotiating a mutually satisfactory definitive stock purchase agreement and the completion of due diligence.

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(9) Subsequent Events

Preferred Stock and Debt Conversion

Effective December 15, 2008, the Company has 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 $.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.

On December 8, 2008, the Company made an offer of shares Series A preferred stock at $0.50 per share to its holders of convertible notes. The offer was of exchange was made for the amount owing on indebtedness as of October 31, 2008. This offer was extended to include accrued salaries at October 31, 2008 and debt associated with working capital provided in November 2008.

The Company’s offer has been accepted by all debt holders. As of the date of this report, the exchange of debt for Series A has not been finalized. When the exchange is finalized, the Company’s debt will be converted into 2,605,624 Series A shares. These Series A shares may be converted into 16,285,150 shares of the Company’s common stock. These Series A shares will also have voting rights equal to 16,285,150 shares of the Company’s common stock. Upon completion of the exchange of debt for Series A shares, the Company will experience a change of control.

Cash Advances

During November 2008, the Company received cash from three individuals in the amount of $8,000 to be used as working capital.

Letter of intent

During November 2008, the Company received $5,000 from NMKT as partial payment of the $100,000 payment require by the letter of intent.

Item 2. Management’s Discussion and Analysis or Plan of Operation

General

The following discussion and analysis should be read in conjunction with our financial statements and related footnotes for the periods ended July 31, 2008 included in our Annual Report on Form 10-K. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

Overview

Worldwide Strategies Incorporated (“we”, “us”, or “our”) was originally incorporated in the State of Nevada on April 6, 1998 as Boyd Energy Corporation for the purpose of developing a mechanical lifting device that would enhance existing stripper well production. We were unable to raise sufficient capital to carry out this business and focused instead on leasing properties and exploring for oil and gas. We changed our name to Barnett Energy Corporation on July 17, 2001.

On July 8, 2005, pursuant to a Share Exchange Agreement with Worldwide Business Solutions Incorporated, a Colorado corporation (“WBSI”), we acquired all of the issued and outstanding capital stock of WBSI, in exchange for 2,573,335 shares of our common stock. As a result of this share exchange, shareholders of WBSI as a group owned approximately 76.8% of the shares then outstanding, and WBSI became our wholly-owned subsidiary. We changed our name to Worldwide Strategies Incorporated as of June 14, 2005.

For accounting purposes, the acquisition of WBSI was accounted for as a recapitalization of WBSI. Since we had only minimal assets and no operations, the recapitalization has been accounted for as the sale of 778,539 shares of WBSI common stock for our net liabilities at the time of the transaction. Therefore, the historical financial information prior to the date of the recapitalization is the financial information of WBSI.

WBSI was incorporated on March 1, 2005 to provide Business Process Outsourcing (“BPO”) services. WBSI intends to focus initially on providing call center services, but may expand to providing other outsourced services if it implements successfully its business plan.

WBSI incorporated a subsidiary, Worldwide Business Solutions Limited, in the United Kingdom under the Companies Acts 1985 and 1989, on May 31, 2005. This U.K. subsidiary was formed for the purpose of supporting sales and marketing efforts in English-speaking countries. While the subsidiary has a temporary office and bank accounts established, it does not yet have any employees.

On July 31, 2007, we acquired 100% of the issued and outstanding shares of Centric Rx, Inc., a Nevada corporation (“Centric”) in exchange for 2,250,000 post-reverse-split shares of our common stock. We filed Articles of Exchange Pursuant to NRS 92A.200 effective July 31, 2007. Centric is now our wholly-owned subsidiary and will operate as a health services and pharmacy solution provider.

Effective July 31, 2007, we filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of our authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding immediately prior to filing from 17,768,607 to 5,923,106.

Plan of Operation

On February 14, 2008, we entered into a letter of intent with NewMarket Technology, Inc. (“NMKT”). It is proposed that NMKT will acquire a 51% interest in our Company in exchange for (i) the assumption of all of our outstanding debts and (ii) the payment of $100,000. NMKT’s ownership interest would be protected from dilution for three years. If we are able to complete the transaction with NMKT, a change of control will occur and a new plan of operation will be pursued by the new officers and directors of our Company. To date, we have received $75,000 from NMKT as part of the $100,000 non-refundable deposit NMKT agreed to pay in the letter of intent. We are not obligated to return any portion of the $75,000 we have received, even if we do not complete the transaction with NMKT.

If we do not complete the transaction with NMKT, we will continue to pursue debt and/or equity financing to continue operations. Failure to obtain additional financing could result in the cessation of our business. We cannot assure you that we will be able to complete any additional financings successfully.

We may attempt to market the Company as a “shell company” as we believe that its status as a reporting company whose stock is quoted on the OTC Bulletin Board has value. We cannot assure you that we will be successful in this effort.

Effective December 15, 2008, we have designated 5,000,000 shares of our authorized preferred stock as “Series A Convertible Preferred Stock” (“Series A”). We have offered all of our convertible note holders and various other debt holders an exchange of Series A shares for the outstanding debts and any accrued interest at $0.50 per Series A share. All of our debt holders have indicated that they will exchange their debt for the Series A shares. Among other things, each Series A share can be converted into 6.25 common shares and has the right to a vote equal to 6.25 common shares on all matters to be voted upon by common stockholders. We anticipate that we will issue 2,605,624 Series A shares in exchange for the release of approximately $1,302,812 of outstanding debt and accrued liabilities. The completion of this exchange will effect a change of control of our Company.

Significant Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to the valuation of accounts receivable and inventories, the impairment of long-lived assets, any potential losses from pending litigation and deferred tax assets or liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

Development Stage. We are in the development stage in accordance with Statements of Financial Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises.” As of October 31, 2008, we had devoted substantially all of our efforts to financial planning, raising capital and developing markets.

Stock-based Compensation. We account for compensation expense for our stock-based employee compensation plans using the fair value method prescribed in SFAS No. 123R, “Share-Based Payment” (“SFAS 123R”), which requires us to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of the awards. We previously recognized employee stock-based compensation under Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees,” requiring compensation expense of fixed stock options to be based on the difference, if any, between the deemed fair value of our stock and the exercise price of the option on the date of the grant. To transition from APB 25, we applied the modified prospective application of SFAS 123R, which requires us to recognize compensation cost for the portion of employee equity awards for which the requisite service has not been rendered as of February 1, 2006 as the requisite service is rendered on or after such date.

We account for stock issued to non-employees in accordance with the provisions of SFAS 123R and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.”

Pro forma information regarding the results of operations is calculated as if we had accounted for our employee stock options using the fair-value method. The fair value of each option grant is estimated on the date of grant using the Black-Scholes method.

Loss per Common Share. We report net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of October 31, 2008, there were 6,124,695 and 5,033,364 common stock options and warrants outstanding, respectively, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

Results of Operations

Three Months Ended October 31, 2008 and 2007. Salaries, benefits and payroll taxes totaled $61,335 for the three-month period ended October 31, 2008, a decrease of $4,379 from prior year total of $65,714. The decrease for the three-month period was primarily caused by a reduction in staff.

Stock-based compensation totaled $0 for the three-month period ended October 31, 2008, a decrease of $350 over the same period in the prior year. The Company has no unvested stock options outstanding.

Professional and consulting fees totaled $23,429 for the three-month period ended October 31, 2008, as compared to $38,607 during the prior year. The lower cost for the three-month period is due primarily to a reduction in legal costs.

Travel expenses totaled $1,991 during the three-month period ended October 31, 2008, as compared to $5,105 for the prior year.

Contract labor expenses totaled $37,500 during the three-month period ended October 31, 2008, an amount equal to the total of $37,500 for the same period in the prior year. The compensation of the chief executive and financial officers has been accrued. Our officers have been offered Series A Convertible Preferred Stock at $0.50 per share in exchange for the balance of the accrued salaries owed to them.

Insurance expenses totaled $12,475 during the three-month period ended October 31, 2008, as compared to the prior year total of $12,546.

Depreciation of $1,395 was recorded during the three-month period ended October 31, 2008, a decrease of $12,887 for the similar period in the prior year. Software acquired in July 2008 was fully depreciated during the prior fiscal year resulting in decreased depreciation for the current year.

Other general and administrative expenses totaled $3,199 during the three-month period ended October 31, 2008, a decrease of $1,650 over the prior year. The decrease is primarily attributable to a decrease in telephone expenses.

We recorded $14,228 in interest expense for the three-month period ended October 31, 2008, as compared to $10,609 in the three-month period ended October 31, 2007. We have loan agreements outstanding this fiscal year that were not in existence last year. The interest rate for these loans was 9%.

March 1, 2005 (inception) to October 31, 2008. For the period from March 1, 2005 (inception) to October 31, 2008, we were engaged primarily in raising capital to implement our business plan. Accordingly, we have earned revenue of only $34,518. We incurred expenses for professional and consulting fees, salaries and payroll taxes, stock-based compensation, travel, contract labor, insurance, interest and other expenses resulting in an accumulated loss of $6,210,402. More than half of the cumulative net loss is due to the recognition of non-cash stock-based compensation expense for issuing shares, options, and warrants to employees and third parties in the amount of $3,190,203. As we develop our business plan, we expect that cash generated through operations will replace many of the non-cash transaction structures currently utilized to implement our business plan.

Liquidity and Capital Resources

Since inception, we have relied on the sale of equity capital and debt instruments to fund working capital and the costs of developing our business plan. For the three months ended October 31, 2008, net cash of $20,000

provided by financing activities offset the $26,656 used in operating activities resulting in a $6,656 decrease in cash. We have a working capital deficit of $1,343,897 at October 31, 2008, primarily as a result of our outstanding notes being classified as current liabilities due to their maturity dates falling within one year of the balance sheet date.

As discussed above, we have had minimal revenues and have accumulated a net loss of $6,210,402 since inception. Furthermore, we have not commenced our planned principal operations. Our future is dependent upon our ability to obtain equity and/or debt financing and upon future profitable operations from the development of our business plan.

Our significant operating losses raise substantial doubt about our ability to continue as a going concern. Historically, we have been able to raise additional capital sufficient to continue as a going concern. However, there can be no assurance that this additional capital will be sufficient for us to implement our business plan or achieve profitability in our operations. Additional equity or debt financing will be required to continue as a going concern. If we complete the transaction with NMKT, the new officers and directors of our Company will assume responsibility for funding our future operations. Without such additional capital, either from NMKT or from a debt or equity offering by our Company, there is doubt as to whether we will continue as a going concern.

Off Balance Sheet Arrangements

We do not have any material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Factors That May Affect Our Results of Operations

RISK FACTORS RELATED TO OUR BUSINESS AND MARKETPLACE

If we complete our planned transaction with NewMarket Techology, Inc., there will be a change in control. We have entered into a letter of intent with NewMarket Technology, Inc. (“NMKT”) whereby it is proposed that NMKT will obtain a 51% interest in our Company in exchange for payment of $100,000 and assumption of all of our outstanding debts. If this transaction is completed, NMKT will have voting control of the Company and will likely put in new management. The ownership interests of existing shareholders will be diluted as well.

If we complete our planned exchange of debt for Series A Convertible Preferred Stock, there will be a change in control. We have offered all of our convertible note holders and various other debt holders an exchange of Series A Convertible Preferred Stock (“Series A”) for the outstanding debts and any accrued interest at $0.50 per Series A share. All of our debt holders have indicated that they will exchange their debt for the Series A shares. If this transaction is completed, the holders of Series A shares will have 16,285,150 common share votes which is voting control of the Company. Together, our chief executive officer and chief financial officer will exercise voting control over the Company. We do not anticipate that the holders of Series A will appoint new management. The ownership interests of existing shareholders will be significantly diluted.

If we do not complete the change of control transaction with NMKT, we must obtain financing to continue operations. If we do not complete the transaction with NMKT, we must engage in debt and/or equity financing in order to continue operations. We do not know the terms on which any financing might be available or if such financing is available on any terms. Such terms may be detrimental to the interests of our existing shareholders. The value of an investment in our common stock could be reduced. Interest on debt securities could increase costs and negatively impacts operating results. In addition to the 5,000,000 shares of Series A Convertible Preferred Stock that has been authorized, other preferred stock could be issued in series from time to time with such designations, rights, preferences, and limitations as needed to raise capital. The terms of such other preferred stock could be more advantageous to those investors than to the holders of common stock. In addition, if we need to raise more equity capital from the sale of common stock, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms given to our current investors. Shares of common stock that we sell could be sold into the market, which could adversely affect market price.

If we do not complete the proposed transaction with NMKT, we will seek other merger and acquisition opportunities. We may not be able to successfully acquire or merge with another business. Any acquisition or merger that we undertake will require an unspecified amount of additional capital expenditure in the form of planning, due diligence, legal, and accounting fees. We have no substantial experience in completing acquisitions of or mergers with other businesses, and we may be unable to successfully complete such a transaction. Any acquisition or merger we undertake may result in a potentially dilutive issuance of equity securities, the issuance of debt and incurrence of expenses related to the transaction.

As a development stage company, we cannot assure you that we will succeed or be profitable. We have been in business for a little more than two years. From March 1, 2005 (inception) through October 31, 2008, we generated revenues of only $34,518 and accumulated a net loss of $6,210,402. We are in the development stage, as that term is defined by certain financial accounting standards. This means that as of October 31, 2008, our planned principal operations had not commenced, as we had devoted substantially all of our efforts to financial planning, raising capital, and developing markets. We cannot assure you that we will be successful or profitable.

As discussed above, we have had minimal revenues and have accumulated a net loss since inception. Our future is dependent upon completing the change of control transaction with NMKT or our ability to obtain equity and/or debt financing and upon future profitable operations from the development of our business plan. Therefore, there is substantial doubt that we will be able to continue as a going concern.

RISK FACTORS RELATED TO OUR COMMON STOCK

Future equity transactions, including exercise of options or warrants, could result in dilution. In order to raise sufficient capital to fund operations, from time to time, we intend to sell restricted stock, warrants, and convertible debt to investors in private placements. Because the stock will be restricted, the stock will likely be sold at a greater discount to market prices compared to a public stock offering, and the exercise price of the warrants is likely to be at or even lower than market prices. These transactions will cause dilution to existing stockholders. Also, from time to time, options will be issued to officers, directors, or employees, with exercise prices equal to market. Exercise of in-the-money options and warrants will result in dilution to existing stockholders. The amount of dilution will depend on the spread between the market and exercise price, and the number of shares involved. In addition, such shares would increase the number of shares in the “public float” and could depress the market price for our common stock.

Our common stock is subject to SEC “Penny Stock” rules. Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment of our common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in Rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

·	Deliver to the customer, and obtain a written receipt for, a disclosure document;

·	Disclose certain price information about the stock;

·	Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

·	Send monthly statements to customers with market and price information about the penny stock; and

·	In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

Since our shares are trading on the “OTC Bulletin Board”, trading volumes and prices may be sporadic because it is not an exchange. Our common shares are currently trading on the “OTC Bulletin Board.” The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has

generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with limited business operations. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. Broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

We are subject to SEC regulations and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and other trading market rules, are creating uncertainty for public companies. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest appropriate resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Item 4. Controls and Procedures

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.

During our last fiscal quarter, there were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required of smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Regulation S-B 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 (15)
3.6	Amendment to Certificate of Designation Pursuant to NRS 78.1955 effective December 15, 2008 (16)
10.1	2005 Stock Plan (2)
10.2	Promissory Notes to James P.R. Samuels dated February 9, 2006 and April 3, 2006 (4)
10.3	Promissory Note to James P.R. Samuels dated April 30, 2006 (5)
10.4	Promissory Note to Dirk Nye dated April 30, 2006 (5)
10.5	Promissory Note to Dirk Van Keulen dated November 11, 2006 (5)
10.6	9% Convertible Promissory Note No. 2006-9 dated November 30, 2006 (6)
10.7	9% Convertible Promissory Note No. 2006-10 dated November 27, 2006 (6)
10.8	9% Convertible Promissory Note No. 2006-11 dated November 30, 2006 (6)
10.9	9% Convertible Promissory Note No. 2006-12 dated December 5, 2006 (6)
10.10	9% Convertible Promissory Note No. 2006-13 dated December 21, 2006 (6)
10.11	9% Convertible Promissory Note No. 2006-14 dated January 11, 2007 (6)
10.12	9% Convertible Promissory Note No. 2007-1 dated February 14, 2007 (8)
10.13	9% Convertible Promissory Note No. 2007-3 dated April 5, 2007 (8)
10.14	9% Convertible Promissory Note No. 2007-4 dated April 5, 2007 (8)
10.15	9% Convertible Promissory Note No. 2007-5 dated April 5, 2007 (8)
10.16	9% Convertible Promissory Note No. 2007-6 dated April 5, 2007 (8)
10.17	9% Convertible Promissory Note No. 2007-7 dated April 5, 2007 (8)
10.18	9% Convertible Promissory Note No. 2007-8 dated April 5, 2007 (8)
10.19	9% Convertible Promissory Note No. 2007-9 dated April 5, 2007 (8)
10.20	9% Convertible Promissory Note No. 2007-10 dated April 5, 2007 (8)
10.21	9% Convertible Promissory Note No. 2007-11 dated June 14, 2007 (9)
10.22	9% Convertible Promissory Note No. 2007-12 dated June 13, 2007 (9)
10.23	9% Convertible Promissory Note No. 2007-13 dated June 8, 2007 (9)
10.24	9% Convertible Promissory Note No. 2007-14 dated June 19, 2007 (9)
10.25	Escrow Agreement (3)
10.26	Lock-up and Voting Trust Agreement (3)
10.27	Employment Agreement with Jim Crelia dated August 1, 2007 (3)
10.28	Employment Agreement with Jack West dated August 1, 2007 (3)
10.29	Employment Agreement with Peter Longbons dated August 1, 2007 (3)
10.30	Assignment of Intellectual Property and Indemnification Agreement with Jeff Crelia dated July 31, 2007 (3)

Regulation S-B Number

Exhibit

10.31	Assignment of Intellectual Property and Indemnification Agreement with Gregory Kinney dated July 31, 2007 (3)
10.32	Assignment of Intellectual Property and Indemnification Agreement with Rick Brugger dated July 31, 2007 (3)
10.33	Assignment of Intellectual Property and Indemnification Agreement with Todd Hicks dated July 31, 2007 (3)
10.34	9% Convertible Promissory Note No. 2007-16 dated August 23, 2007 (10)
10.35	9% Convertible Promissory Note No. 2007-17 dated August 23, 2007 (10)
10.36	9% Convertible Promissory Note No. 2007-18 dated August 30, 2007 (10)
10.37	9% Convertible Promissory Note No. 2007-19 dated September 14, 2007 (10)
10.38	9% Convertible Promissory Note No. 2007-20 dated September 24, 2007 (10)
10.39	9% Convertible Promissory Note No. 2007-21 dated October 12, 2007 (10)
10.40	Employment Agreement with James P.R. Samuels dated October 12, 2007 (10)
10.41	Employment Agreement with W. Earl Somerville dated October 12, 2007 (10)
10.42	9% Convertible Promissory Note No. 2007-22 dated October 26, 2007 (11)
10.43	9% Convertible Promissory Note No. 2007-23 dated November 16, 2007 (11)
10.44	9% Convertible Promissory Note No. 2007-24 dated December 4, 2007 (11)
10.45	9% Convertible Promissory Note No. 2007-25 dated December 4, 2007 (11)
10.46	9% Convertible Promissory Note No. 2007-26 dated December 4, 2007 (11)
10.47	9% Convertible Promissory Note No. 2007-27 dated December 23, 2007 (12)
10.48	9% Convertible Promissory Note No. 2008-1 dated January 11, 2008 (12)
10.49	9% Convertible Promissory Note No. 2008-2 dated January 22, 2008 (12)
10.50	9% Convertible Promissory Note No. 2008-3 dated May 11, 2008 (13)
10.51	9% Convertible Promissory Note No. 2008-4 dated June 6, 2008 (13)
10.52	9% Convertible Promissory Note No. 2008-5 dated June 12, 2008 (14)
10.53	9% Convertible Promissory Note No. 2008-6 dated June 24, 2008 (14)
10.54	9% Convertible Promissory Note No. 2008-7 dated June 30, 2008 (14)
10.55	9% Convertible Promissory Note No. 2008-8 dated July 30, 2008 (14)
31.1	Rule 13a-14(a) Certification of James P.R. Samuels
31.2	Rule 13a-14(a) Certification of W. Earl Somerville
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 W. Earl Somerville Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

_____________________

(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 Amendment No. 6 to the registration statement on Form SB-2, File No. 333-129398, on April 25, 2006.

(5)	Filed as an exhibit to the Annual Report on Form 10-KSB, File No. 333-129398, on October 26, 2006.

(6)	Filed as an exhibit to the Current Report on Form 8-K dated November 27, 2006, filed March 7, 2007.

(7)	Filed as an exhibit to the Current Report on Form 8-K dated March 13, 2007, filed March 15, 2007.

(8)	Filed as an exhibit to the Current Report on Form 8-K dated February 14, 2007, filed June 7, 2007.

(9)	Filed as an exhibit to the Current Report on Form 8-K dated June 8, 2007, filed June 29, 2007.

(10)	Filed as an exhibit to the Annual Report on Form 10-KSB, File No. 000-52362, on November 2, 2007.

(11)	Filed as an exhibit to the Quarterly Report on Form 10-QSB, File No. 000-52362, on December 17, 2007.

(12)	Filed as an exhibit to the Quarterly Report on Form 10-QSB, File No. 000-52362, on March 14, 2008.

(13)	Filed as an exhibit to the Quarterly Report on Form 10-QSB, File No. 000-52362, on June 11, 2008.

(14)	Filed as an exhibit to the Annual Report on Form 10-K, File No. 000-52362, on October 29, 2008.
(15)	Filed as an exhibit to the Current Report on Form 8-K dated December 8, 2008, filed December 10, 2008.
(16)	Filed as an exhibit to the Current Report on Form 8-K dated December 15, 2008, filed December 17, 2008.

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 18, 2008	By:	/s/ James P.R. Samuels
		James P.R. Samuels
		Chief Executive Officer
		(Principal Executive Officer)



Date: December 18, 2008	By:	/s/ W. Earl Somerville
		W. Earl Somerville
		Chief Financial Officer, Secretary and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)