WORLDWIDE STRATEGIES INC - FORM 10-Q

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EX-32.2 - EXH 32-2 CERTIFICATION - WORLDWIDE STRATEGIES INC	exh32-2_certification.htm
EX-32.1 - EXH 32-1 CERTIFICATION - WORLDWIDE STRATEGIES INC	exh32-1_certification.htm
EX-31.1 - EXH 31-1 CERTIFICATION - WORLDWIDE STRATEGIES INC	exh31-1_certification.htm
EX-31.2 - EXH 31-2 CERTIFICATION - WORLDWIDE STRATEGIES INC	exh31-2_certification.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 April 30, 2011

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

For the transition period from ________________ to _______________

Commission file number: 000-52362

Worldwide Strategies Incorporated

(Exact name of registrant as specified in its charter)

Nevada	41-0946897
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3801 East Florida Avenue, Suite 400, Denver, Colorado	80210
(Address of principal executive offices)	(Zip Code)

(303) 991-5887

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of June 10, 2011 – 13,437,484 shares of common stock

WORLDWIDE STRATEGIES INCORPORATED

FORM 10-Q

FOR THE FISCAL QUARTER ENDED

APRIL 30, 2011

INDEX

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets (unaudited)	2

	Consolidated Condensed Statements of Operations (unaudited)	3

	Consolidated Condensed Statement of Changes in Shareholders’ Deficit (unaudited)	4

	Consolidated Condensed Statements of Cash Flows (unaudited)	5

	Notes to Consolidated Condensed Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14

Item 4.	Controls and Procedures	14


PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 1A.	Risk Factors	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults Upon Senior Securities	15

Item 4.	(Removed and Reserved)	15

Item 5.	Other Information	15

Item 6.	Exhibits	15

SIGNATURES		16

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Consolidated Condensed Balance Sheets

	April 31,			July 31,
	2011			2010
	(unaudited)			(audited)
Assets
Current Assets:
Cash	$	6,009		$	20,237
Prepaid expenses		23,420			11,554
Total current assets		29,429			31,791

Office equipment, net of accumulated depreciation of $22,623		—			51
Deposits		150			150
Total assets	$	29,579		$	31,992

Liabilities and Shareholders’ Deficit
Current Liabilities:
Accounts and notes payable:
Accounts payable	$	51,568		$	33,828
Accounts payable, related party(Note 2)		4,400			4,269
Accrued compensation(Note 3)		365,000			228,125
Accrued liabilities (Note 5)		6,657			3,047
Accrued liabilities, related party (Note 4)		66,940			34,523
Notes payable (Note 5)		115,000			110,523
Notes payable, related party (Note 4)		4,000			-
Total current liabilities		613,565			414,315

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
13,437,484 shares issued and outstanding		13,438			12,497
Additional paid-in capital		6,590,241			6,462,632
Deficit accumulated during development stage		(7,189,157	)		(6,858,944	)

Total shareholders’ deficit		(583,986	)		(382,323	)

Total liabilities and shareholders' deficit	$	29,579		$	31,992

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)
	Nine Months Ended						Three Months Ended						Through
	April 30,						April 30,						April 30,
	2011			2010			2011			2010			2011

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

		—			—			—			—			3,950

Operating expenses:
Salaries, benefits and payroll taxes		80,625			80,625			26,875			26,875			1,081,500
Stock based compensation		—			—			—			—			3,401,203
Professional and consulting fees		40,952			58,610			10,244			15,135			888,777
Travel		29,606			12,446			11,172			6,520			276,978
Contract labor		56,250			56,250			18,750			18,750			539,250
Insurance		11,200			16,545			—			8,472			253,506
Depreciation		51			464			—			155			140,278
Loss on failed acquisition		—			—			—			—			181,016
Other general and administrative expenses		4,269			7,086			1,991			511			211,057

Total operating expenses		222,953			232,026			69,032			76,418			6,973,565
Loss from operations		(222,953	)		(232,026	)		(69,032	)		(76,418	)		(6,969,615	)

Other expense:
Interest expense		(107,260	)		(2,849	)		(65,974	)		(1,726	)		(219,542	)

Loss before income taxes		(330,213	)		(234,875	)		(135,006	)		(78,144	)		(7,189,157	)

Income tax provision (Note 7)		—			—			—			—			—

Net loss	$	(330,213	)	$	(234,875	)	$	(135,006	)	$	(78,144	)	$	(7,189,157	)

Basic and diluted loss per share	$	(0.015	)	$	(0.011	)	$	(0.006	)	$	(0.004	)

Basic and diluted weighted average
common shares outstanding		22,056,852			21,008,864			22,416,201			21,156,920

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
	Preferred Stock				Common Stock				Paid-In		Development
	Shares		Par Value		Shares		Par Value		Capital		Stage			Total

Balance at July 31, 2010		1,491,743	$	1,492		12,496,234	$	12,497	$	6,462,632	$	(6,858,944	)	$	(382,323	)

Common stock issued in exchange for interest						891,250		891		124,659					125,550
Common stock issued in exchange for consulting						50,000		50		2,950					3,000
Net Loss												(330,213	)		(330,213	)
Balance at April 30, 2011		1,491,743	$	1,492		13,437,484	$	13,438	$	6,590,241	$	(7,189,157	)	$	(583,986	)

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)
	For the Nine Months Ended						Through
	April 30,						April 30,
	2011			2010			2011

Cash flows from operating activities:
Net cash used in operating activities	$	(18,228	)	$	(70,927	)	$	(2,131,333	)

Cash flows from investing activities:
Cash acquired in Centric acquisition		—			—			6
Purchases of equipment		—			—			(23,612	)
Deposit paid on Cascade acquisition		—			—			(100,000	)
Net cash used in investing activities		—			—			(123,606	)

Cash flows from financing activities:
Proceeds from sale of preferred stock		—			—			9,600
Proceeds from sale of common stock		—			—			1,587,706
Deposit on proposed acquisition (Note 8)		—			2,240			77,240
Payments for offering costs		—			—			(150,339	)
Proceeds from notes payable, related party		4,000			—			290,301
Proceeds from notes payable (Note 5)		—			70,000			446,440
Net cash provided by financing activities		4,000			72,240			2,260,948

Net change in cash.		(14,228	)		1,313			6,009

Cash, beginning of period		20,237			173			—

Cash, end of period	$	6,009		$	1,486		$	6,009

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	—		$	—
Interest	$	—		$	—		$	7,518
Non-cash investing/financing activities
Preferred stock issued to repay notes	$	—		$	21,200		$	681,321
Common stock issued to repay loan	$	—		$	—		$	75,000
Common stock issued to acquire Centric	$	—		$	—		$	41,673
Offering costs exchanged for stock	$	—		$	—		$	6,500

See accompanying notes to consolidated condensed financial statements

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(1) Organization and Basis of Presentation

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

The Company is in the development stage in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” As of April 30, 2011, the Company has devoted substantially all of its efforts to financial planning, raising capital and developing markets.

Interim financial data presented herein are unaudited. The unaudited interim financial information presented herein have been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period ended July 31, 2010, included in its annual report on Form 10-K, and should be read in conjunction with the notes thereto.

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

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company experienced net losses of $330,213, $135,006 and $7,189,157 for the nine-month period and the three-month period ended April 30, 2011 and for the period from March 1, 2005 (inception) through April 30, 2011, respectively. These matters, among others, raise substantial doubt about its ability to continue as a going concern.

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

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

New Accounting Pronouncements

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

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

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

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

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

(2) Accounts payable related parties

At April 30, 2011, the Company was indebted to an officer for expenses incurred on behalf of the Company totaling $4,400.

(3) Accrued compensation

The Company accrued compensation for the CEO and the CFO during the nine-month period and the three-month period ended April 30, 2011 in the amount of $136,875 and $45,625. The accrued compensation, totaling $365,000 including amounts accrued in prior periods, will only be paid if the Company successfully obtains sufficient financing to fund its plan of operation.

(4) Related party transactions

Accrued liabilities

During the three-month period ended April 30, 2011, $12,980 in various liabilities of the Company were paid personally by the CEO. This accrual, totaling $66,934 including amounts accrued in prior periods, will be repaid when the Company has sufficient working capital. An additional amount of $6 represents accrued interest on notes payable to related parties.

Notes payable

During April 2011, the Company issued convertible promissory notes to two related parties in exchange for $4,000. The notes, due October 24, 2011, bear interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder. Interest expense for these notes was accrued in the amount of $6 for the three-month period ended April 30, 2011.

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(5) Notes payable

During February 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note bears interest at 8% and the principal and accrued interest is convertible, at the option of the note-holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price. The note holder extended the original due date from May 21, 2010 to December 31, 2010 and extended again to July 31, 2011. Interest expense for this note payable was $1,650 and $500 for the nine-month and three-month periods ended April 30, 2011.

During February 2010, the Company entered into an agreement to finance the purchase of insurance policies in the amount of $22,400. After a down payment of $2,240 and finance charges of $885, the total amount of $21,045 was paid in 10 equal amounts over 10 months commencing February 1, 2010. The effective annual interest rate is 9.47%. The loan was paid in full by November 2010. Interest expense for this loan was $354 and $0 for the nine-month and three-month periods ended April 30, 2011.

During November 2009, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note bears interest at 8% and the principal and accrued interest is convertible, at the option of the note-holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price. The note holder extended the original due date from May 21, 2010 to December 31, 2010 and extended again to July 31, 2011. Interest expense for this note payable was $1,500 and $500 for the nine-month and three-month periods ended April 30, 2011.

During May 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $50,000. The note bears interest at 9% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder. The note holder extended the due date from January 21, 2011 to May 21, 2011. Interest expense, including the premium cost on shares issued for the renewal period, for this note payable was $102,706 and $64,146 for the nine-month and the three-month periods ended April 30, 2011.

During December 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $15,000. The note bears interest at 9% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder. Interest expense for this note payable was $1,044 and $822 for the nine-month and the three-month periods ended April 30, 2011.

(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

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

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 of 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 April 2011, the Company issued 105,000 shares of the Company’s common stock in exchange for extension of due date from April 12, 2011 to July 31, 2011 on a note payable. The shares, which were issued at $0.04 as per the note payable agreement, were valued at $0.08 per share based on the fair value of the shares when they were issued. This amount ($8,400) will be reflected in the accompanying financial statements as interest over the term of the note extension.

In April 2011, the Company issued a total of 11,250 shares of the Company’s common stock in exchange for interest expense. The shares, which were issued at $0.04 as per the note payable agreement, were valued at $0.08 per share based on the fair value of the shares when they were issued. This amount ($900) is reflected in the accompanying financial statements as interest expense.

In December 2010, the Company issued 350,000 shares of the Company’s common stock in exchange for extension of due date from January 21, 2011 to May 21, 2011 on a note payable. The shares, which were issued at $0.04 as per the note payable agreement, were valued at $0.24 per share based on the fair value of the shares when they were issued. This amount ($84,000) is reflected in the accompanying financial statements as interest over the term of the note extension.

In September 2010, the Company issued a total of 37,500 shares of the Company’s common stock in exchange for interest expense. The shares, which were issued at $0.04 as per the note payable agreement, were valued at $0.24 per share based on the fair value of the shares when they were issued. This amount ($9,000) is reflected in the accompanying financial statements as interest expense.

In September 2010, the Company issued 50,000 shares of the Company’s common stock in exchange for consulting services provided to the Company. The shares were valued at $0.06 per share based on the fair value of the shares when they were issued. This amount ($3,000) is reflected in the accompanying financial statements as consulting fees.

In September 2010, the Company issued 350,000 shares of the Company’s common stock in exchange for extension of due date from September 23, 2010 to January 21, 2011 on a note payable. The shares were valued at $0.06 per share based on the fair value of the shares when they were issued. This amount ($21,000) is reflected in the accompanying financial statements as interest expense.

In September 2010, the Company issued a total of 37,500 shares of the Company’s common stock in exchange for interest expense. The shares, which were issued at $0.04 as per the note payable agreement, were valued at $0.06 per share based on the fair value of the shares when they were issued. This amount ($2,250) is reflected in the accompanying financial statements as interest expense.

WORLDWIDE STRATEGIES INCORPORATED

(A Development Stage Company)

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Stock Options and Warrants

Following is a schedule of changes in common stock options and warrants from July 31, 2010 through April 30, 2011:

				Weighted		Weighted
				Average		Average
			Exercise	Exercise		Remaining
	Awards Outstanding		Price	Price		Contractual
	Total	Exercisable	Per Share	Per Share		Life
Outstanding at July 31, 2010	8,434,689	8,434,689	$0.015-$3.36	$	0.42	1.86 years
Granted	—	—	—		—	—
Exercised	—	—	—		—	—
Cancelled/Expired	789,997	789,997	$0.015-$3.36		—	—
Outstanding at April 30, 2011	7,644,692	7,644,692	$0.015-$1.53	$	0.23	1.30 years

The following changes occurred in outstanding options and warrants during the period from July 31, 2010 through April 30, 2011:

	Options	Warrants	Awards
Outstanding at July 31, 2010	6,391,356	2,043,333	8,434,689
Granted	—	—	—
Exercised	—	—	—
Cancelled/Expired	130,000	659,997	789,997
Outstanding at April 30, 2011	6,261,356	1,383,336	7,644,692

(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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion and analysis should be read in conjunction with our financial statements and related footnotes for the year ended July 31, 2010 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

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.

For accounting purposes, the acquisition of WBSI has been 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.

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 from 17,768,607 to 5,923,106. All shares and per share amounts in our consolidated financial statements and related notes have been retroactively adjusted to reflect the one-for-three reverse stock split for all periods presented.

On July 31, 2007, we acquired 100% of the issued and outstanding shares of Centric in exchange for 2,250,000 shares of our common stock. As a result of the acquisition, Centric became our wholly-owned subsidiary and the results of its operations have been included in our consolidated financial statements since the date of acquisition.

We currently devote substantially all of our efforts to financial planning, raising capital and developing markets as we continue to be in the development stage.

Plan of Operations

We previously announced our agreement to purchase the manufacturing equipment that had been used in the operations of Jasmim Glass Corporation of Marinha Grande, Portugal. We had expected the acquisition to be completed by February 2011. On March 16, 2011, Worldwide Strategies Incorporated ended discussions to proceed with the acquisition.

On April 28, 2011, we accepted a proposal from Euzkadi Corporation of America, S.A. (“Euzkadi”) to enter into a business combination transaction. It is proposed that Euzkadi would acquire 80% of the then issued and outstanding shares of Worldwide in exchange for all of the issued and outstanding shares of Euzkadi. Consummation of this proposed transaction will be contingent upon the satisfaction of several conditions, including the completion of a satisfactory due diligence investigation and the completion of an audit of Euzkadi’s financial statements that meet the requirements of the reporting rules and regulations of the Securities and Exchange Commission.

Other than the possible acquisition transaction described above, we do not have any definitive proposals for business operations, merger or acquisition. We are in discussions with other firms but have nothing finalized at this time. We must raise additional capital to support our ongoing existence while we search for such opportunities. If we complete any acquisition or merger transactions, we will need to raise additional capital to support the new business. We cannot assure you that we will be able to complete additional financings successfully.

Significant Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated 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 April 30, 2011, 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 compensation plans using the fair value method prescribed in FASB ASC 718, “Stock Compensation,” which requires us to recognize the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of the awards. 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. 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 April 30, 2011, after recognition of the one-for-three reverse stock split, there were 6,261,356 and 1,383,336 vested common stock options and warrants outstanding, respectively, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

New accounting pronouncements

Note 1 to the consolidated financial statements includes a complete description of new accounting pronouncements applicable to our Company.

Results of Operations

Three Months Ended April 30, 2011 and 2010. Salaries, benefits and payroll taxes totaled $26,875 for each of the three-month periods ended April 30, 2011 and 2010.

We did not incur any stock-based compensation expense during the three-month periods ended April 30, 2011 and 2010.

Professional and consulting fees totaled $10,244 and $15,135 for the three-month periods ended April 30, 2011 and 2010.

Travel expenses totaled $11,172 and $6,520 during the three-month periods ended April 30, 2011 and 2010.

Contract labor expenses totaled $18,750 for each of the three-month periods ended April 30, 2011 and 2010.

Insurance expenses totaled $-0- and $8,472 during the three-month periods ended April 30, 2011 and 2010.

Depreciation of $-0- and $155 was recorded during the three-month periods ended April 30, 2011 and 2010. All of our equipment is now fully depreciated and, therefore, we did not incur any depreciation expense for the current period.

Other general and administrative expenses totaled $1,991 and $511 during the three-month periods ended April 30, 2011 and 2010.

We recorded $65,974 and $1,726 in interest expense for the three-month periods ended April 30, 2011 and 2010. Effective April 30, 2009, we converted many of our outstanding debts into preferred stock. However, since November 2009, we have issued convertible promissory notes totaling $119,000 that accrue interest at rates ranging from 8% to 10%. In addition, we financed the purchase of insurance policies in the amount of $22,400 in February 2010 for an effective annual interest rate is 9.47%.

Our net loss was $135,006 and $78,144 for three-month periods ended April 30, 2011 and 2010.

Nine Months Ended April 30, 2011 and 2010. Salaries, benefits and payroll taxes totaled $80,625 for each of the nine-month periods ended April 30, 2011 and 2010.

We did not incur any stock-based compensation expense during the nine-month periods ended April 30, 2011 and 2010.

Professional and consulting fees totaled $40,952 and $58,610 for the nine-month periods ended April 30, 2011 and 2010.

Travel expenses totaled $29,606 and $12,446 during the nine-month periods ended April 30, 2011 and 2010.

Contract labor expenses totaled $56,250 for each of the nine-month periods ended April 30, 2011 and 2010.

Insurance expenses totaled $11,200 and $16,545 during the nine-month periods ended April 30, 2011 and 2010.

Depreciation of $51 and $464 was recorded during the nine-month periods ended April 30, 2011 and 2010. All of our equipment is now fully depreciated and, therefore, we did not incur any depreciation expense for the three-months ended April 30, 2011.

Other general and administrative expenses totaled $4,269 and $7,086 during the nine-month periods ended April 30, 2011 and 2010.

We recorded $107,260 and $2,849 in interest expense for the nine-month periods ended April 30, 2011 and 2010. Effective April 30, 2009, we converted many of our outstanding debts into preferred stock. However, since November 2009, we have issued convertible promissory notes totaling $119,000 that accrue interest at rates ranging from 8% to 10%. In addition, we financed the purchase of insurance policies in the amount of $22,400 in February 2010 for an effective annual interest rate is 9.47%.

Our net loss was $330,213 and $234,875 for nine-month periods ended April 30, 2011 and 2010.

March 1, 2005 (inception) to April 30, 2011. For the period from March 1, 2005 (inception) to April 30, 2011, 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 $7,189,157. Almost 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 $3,401,203. 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. We used $18,228 of cash in operating activities with $4,000 being provided by financing activities. We have a working capital deficit of $458,430 at April 30, 2011, as compared to $584,136 at July 31, 2010.

As discussed above, we have had minimal revenues and have accumulated a deficit of $7,189,157 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.

Going Concern

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. Without such additional capital, 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

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 to ensure that all required information is presented in our quarterly report.

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.

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.

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

In April 2011, the registrant issued 105,000 shares of its common stock to one accredited investor in exchange for a three-month extension of the maturity date of a promissory note in the principal amount of $50,000. The shares were issued at $0.04 pursuant to the terms of the note, but were valued at $8,400 ($0.08 per share) based on the fair value of the shares when they were issued.

In April 2011, the registrant issued 11,250 shares of its common stock to one accredited investor for interest expense. The shares were issued at $0.04 pursuant to the terms of the note, but were valued at $900 ($0.08 per share) based on the fair value of the shares when they were issued.

No underwriters were used in the above stock transactions. We relied upon the exemption from registration contained in Regulation S, Section 4(2) and/or Rule 506 of the Securities Act of 1933, as the investors were deemed to be sophisticated with respect to the investment in the securities due to their financial condition and involvement in our business. A restrictive legend was placed on the certificates evidencing the securities issued.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

None.

Item 5. Other Information

None.

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)
10.3	Employment Agreement with W. Earl Somerville 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 W. Earl Somerville

Regulation

S-K Number

Exhibit

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 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.

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: June 14, 2011	By:	/s/ James P.R. Samuels
		James P.R. Samuels
		Chief Executive Officer
		(Principal Executive Officer)

Date: June 14, 2011	By:	/s/ W. Earl Somerville
		W. Earl Somerville
		Chief Financial Officer, Secretary and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

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