UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  December 14, 2012


WORLDWIDE STRATEGIES INCORPORATED
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
of incorporation)
 
333-129398
(Commission
File Number)
 
41-0946897
(IRS 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 or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 

Item 8.01
Other Events.

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

Worldwide and Euzkadi Principals will work to structure, sign and implement an operational agreement as to how the activities of the two corporations will be conducted.  This operational agreement will be the basis for future closing documents related to the transaction.

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

Euzkadi, based in Baja California Sur, Mexico, is a producer and supplier of non-GMO grains to both domestic and international markets.


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 hereunto duly authorized.

 
WORLDWIDE STRATEGIES INCORPORATED
 
 
December 20, 2012
 
 
By:         /s/ James P.R. Samuels                         
James P.R. Samuels
Chief Executive Officer
 
 
 
 
 
 
 
 
 
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