<DOCUMENT>
<TYPE>SB-2/A
<SEQUENCE>1
<FILENAME>sb2-amd2.txt
<DESCRIPTION>SB-2/AMD 2 WORLDWIDE
<TEXT>

As filed January 11, 2006 File No. 333-129398
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2/A
AMENDMENT NO. 2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WORLDWIDE STRATEGIES INCORPORATED
(Name of small business issuer in its charter)

<TABLE>
<CAPTION>
<S> <C> <C>
NEVADA 4899 41-0946897
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization Classification Code Number)
</TABLE>

3801 EAST FLORIDA AVENUE, SUITE 400
DENVER, COLORADO 80210
(303) 991-5887
(Address and telephone number of principal executive offices)

3801 EAST FLORIDA AVENUE, SUITE 400
DENVER, COLORADO 80210
(Address of principal place of business or intended principal place of business)

JAMES P.R. SAMUELS, PRESIDENT
WORLDWIDE STRATEGIES INCORPORATED
3801 EAST FLORIDA AVENUE, SUITE 400
DENVER, COLORADO 80210
(303) 991-5887
(Name, address and telephone number of agent for service)

Copies of all communications to:
FAY M. MATSUKAGE, ESQ.
DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.
455 SHERMAN STREET, SUITE 300
DENVER, COLORADO 80203
(303) 777-3737; (303) 777-3823 FAX

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of the Registration Statement.

If any of the securities registered on this form are being offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act, check the
following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]______________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]______________

<PAGE>

<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SECURITIES TO BE REGISTERED REGISTERED (1)<F1> (2)<F2> UNIT (3)<F3> PRICE (3)<F3> (4)<F4>
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<S> <C> <C> <C> <C>

Common stock, $0.001 par 19,690,000 $0.72 $14,176,800 $2,152.69
value per share

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--------------------
<FN>
(1)<F1> Pursuant to Rule 416 of the Securities Act of 1933, as amended, this
registration statement also covers such additional number of shares of
common stock that may become issuable as a result of any stock splits,
stock dividends, or other similar transactions.

(2)<F2> Includes 19,690,000 shares representing (i) 5,500,000 shares owned by
selling security holders and (ii) 12,190,000 shares of common stock
issuable upon exercise of the warrants and stock options, (iii)
2,000,000 shares to be issued in connection with a stock swap
arrangement, and (iv) any securities issued or issuable upon any stock
split, dividend or other distribution recapitalization or similar event
with respect to the foregoing.

(3)<F3> Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee, based upon the average of the bid and asked
prices for such shares of common stock on January 5, 2006, as reported
by the Pink Sheets.

(4)<F4> The registrant paid $2,146.53 with the initial filing of this
registration statement, based upon 19,610,000 shares being registered,
a maximum offering price of $0.93 calculated in accordance with Rule
457(c), and a fee rate of $117.70 per million. The registrant is
increasing the number of shares being registered by 80,000. The filing
fee applicable to this amount is $6.16.
</FN>
</TABLE>

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

Subject to Completion, Dated January 11, 2006

WORLDWIDE STRATEGIES INCORPORATED
UP TO 19,690,000 SHARES OF COMMON STOCK

This prospectus relates to the resale by selling stockholders of up to
5,500,000 shares owned by selling security holders and 12,190,000 shares of
common stock issuable upon exercise of the warrants and stock options. The
shares may be sold in one or more transactions at fixed prices, at prevailing
market prices at the time of the sale, at varying prices determined at the time
of sale, or at negotiated prices. We will not receive any proceeds from sale of
any of the shares offered by the selling stockholders. We are also registering
2,000,000 shares of common stock to be issued in connection with a stock swap
arrangement. We will pay the expenses of registering these shares.

Our common stock is quoted on the "pink sheets" under the symbol
"WWSI.PK." On January 5, 2006, the closing bid price for our common stock was
$0.69 per share.

INVESTING IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. A
DETAILED EXPLANATION OF THESE RISKS IS INCLUDED IN THE SECTION ENTITLED "RISK
FACTORS" OF THIS PROSPECTUS, BEGINNING ON PAGE 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal OFFENSE.

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

____________, 2006

<PAGE>

TABLE OF CONTENTS
PAGE

PROSPECTUS SUMMARY.............................................................3
RISK FACTORS...................................................................5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................9
USE OF PROCEEDS................................................................9
MARKET FOR COMMON EQUITY.......................................................9
DIVIDEND POLICY...............................................................10
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....................10
BUSINESS......................................................................14
MANAGEMENT....................................................................21
EXECUTIVE COMPENSATION........................................................24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................28
DESCRIPTION OF SECURITIES.....................................................28
SELLING STOCKHOLDERS..........................................................29
PLAN OF DISTRIBUTION..........................................................32
LEGAL MATTERS.................................................................33
EXPERTS.......................................................................33
ADDITIONAL INFORMATION........................................................33
REPORTS TO STOCKHOLDERS.......................................................33
INDEX TO FINANCIAL STATEMENTS.................................................34

<PAGE>

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. You should carefully read this entire prospectus and the financial
statements contained in this prospectus before purchasing our securities.

Unless the context otherwise requires, the terms "we", "our" and "us"
refers to Worldwide Strategies Incorporated.

WORLDWIDE STRATEGIES INCORPORATED

We are engaged in providing business process outsourcing services and
more specifically, call center services. Business process outsourcing refers to
contracting with an external organization to provide a particular business
process or function. Having another company process payroll is an example of
business process outsourcing. Call centers provide personnel to staff telephone
lines and are typically used in functions such as debt collection, taking
catalog orders, sales solicitation, and answering customer service calls. We
have six affiliated call centers in the United States (Vancouver, Washington),
Central America (Santo Domingo, Dominican Republic and Monterrey and Mexico
City, Mexico), South America (Peru and Argentina), and the Philippines (Manila),
with an aggregate of approximately 2,200 seats. We have agreed to market call
center services that will be provided by these centers. These call centers have
agreed to maintain a certain quality of infrastructure, organization, systems,
and agent skills. We propose to acquire Cascade Callworks, Inc., an existing
call center in Vancouver, Washington, by February 1, 2006, and build our own
center in Colorado Springs, Colorado.

For companies that already have in-house call centers, we market and
support call center platform applications. We are a reseller for TouchStar
Software Corporation, which is a privately held software developer of
software-based telephone systems. We intend to further develop our relationship
by becoming minority owners in each other. We have agreed in principle that
Touchstar Software Corporation will acquire an equity interest in us valued at a
specific amount and that we will acquire an equity interest in its subsidiary,
TouchStar International Sales Limited, also valued at the same amount.

We expect that if we complete the acquisition of Cascade Callworks,
revenues from that call center will be our primary source of revenues. If we do
not complete the acquisition of Cascade Callworks, we anticipate that our
primary source of revenues will come from marketing call center services for our
affiliated call centers. We have generated only $2,500 in revenues through
October 31, 2005. As of the date of this prospectus, we have limited assets and
are dependent on proceeds from sales of our securities in order to continue our
operations.

Our principal executive offices are located at 3810 East Florida
Avenue, Suite 400, Denver, Colorado 80210, and our telephone number is (303)
991-5887. Our website is located at WWW.WIDEINC.COM. Information contained in
our website is not part of this prospectus.

THE OFFERING

Securities offered..................Up to a total of 19,690,000 shares
consisting of the following:
o 5,500,000 shares owned by selling
stockholders;
o 10,700,000 shares of common stock
issuable upon the exercise of five-
year warrants issued in July 2005
and September 2005, execisable to
purchase 10,700,000 shares of common
stock at $0.25 per share;
o 1,000,000 shares of common stock
issuable upon the exercise of stock
options granted to our officers and
directors, exercisable through April
30, 2010 to purchase shares of
common stock at $0.25 per share, and
90,000 shares of common stock
issuable upon the exercise of stock
options granted to our director,
exercisable through September 28,
2010 to purchase shares of common
stock at $1.12 per share;
o 400,000 shares of common stock
issuable upon exercise of three-year
warrants issued as part of the
Cascade Callworks acquisition,
exercisable as to 100,000 shares at
$0.50 per share and as to 300,000
shares at $0.75 per share; and

3
<PAGE>

o 2,000,000 shares of common stock to
be issued in exchange for 50,000
shares of common stock of TouchStar
International Sales Limited, a
Delaware corporation.

Use of proceeds.....................We will not receive any of the proceeds from
the selling stockholders of shares of our
common stock.

Securities outstanding..............13,035,526 shares of common stock as of
December 23, 2005 11,790,000 options and
warrants outstanding as of December 23, 2005
with a weighted average exercise price of
$0.26

Plan of distribution................The offering is made by the selling
stockholders named in this prospectus, to
the extent they sell shares. Sales may be
made in the open market or in private
negotiated transactions, at fixed or
negotiated prices. See "Plan of
Distribution."

Risk factors........................An investment in this company is subject to
risk. See "Risk Factors."

SUMMARY SELECTED FINANCIAL INFORMATION

The balance sheet and income statement data shown below were derived
from our audited and unaudited consolidated financial statements. You should
read this summary financial data in conjunction with "Management's Discussion
and Analysis or Plan of Operation," "Business," and our financial statements.

<TABLE>
BALANCE SHEET DATA:
<CAPTION>

OCTOBER 31, JULY 31,
2005 2005
----------------- ----------------
(UNAUDITED)
<S> <C> <C>
Cash $ 398,512 $ 423,690
Working capital............................................... $ 402,327 $ 413,843
Total assets ................................................. $ 549,322 $ 506,428
Total liabilities............................................. $ 23,866 $ 39,664
Stockholders' equity.......................................... $ 525,456 $ 466,764

</TABLE>

<TABLE>
STATEMENT OF OPERATIONS DATA:
<CAPTION>

MARCH 1, 2005 MARCH 1, 2005
FOR THE THREE (INCEPTION) (INCEPTION)
MONTHS ENDED THROUGH JULY THROUGH OCTOBER
OCTOBER 31, 2005 31, 2005 31, 2005
----------------- ---------------- -----------------
(UNAUDITED (UNAUDITED)
<S> <C> <C> <C>
Revenue..........................................$ 2,500 $ -- $ 2,500
Net (loss).......................................$ (391,808) $ (323,298) $ (715,106)
Basic and diluted (loss) per share...............$ (0.03) $ (0.05)

</TABLE>

<PAGE>

RISK FACTORS

Before deciding to invest in us or to maintain or increase your
investment, you should carefully consider the risk factors described below,
together with all other information in this prospectus and in our other filings
with the SEC, before making an investment decision. If any of the following
risks actually occurs, our business, financial conditions or operating results
could be materially adversely affected. In such case, the trading price of our
common stock could decline, and you may lose all or part of your investment.

AS A DEVELOPMENT STAGE COMPANY, WE CANNOT ASSURE YOU THAT WE WILL SUCCEED OR BE
PROFITABLE.

We have been in business for less than a year. From March 1, 2005
(inception) through October 31, 2005, we generated revenues of only $2,500. We
are in the development stage, as that term is defined by certain financial
accounting standards. This means that as of October 31, 2005, our planned
principal operations had not commenced, as we had devoted substantially all of
our efforts to financial planning, raising capital, and developing markets.
Accordingly, if you choose to invest in our stock, you will be doing so without
any significant historical operations on which to base your investment decision.
While we believe that we will be able to implement our business plan and
generate revenues by the end of the current fiscal year ending July 31, 2006, we
cannot assure you that we will be successful or profitable.

IF WE CANNOT OBTAIN ADEQUATE FINANCING TO IMPLEMENT OUR PLANNED OPERATIONS, WE
MAY NOT BE ABLE TO ACQUIRE CALL CENTERS, THEREBY IMPAIRING OUR ABILITY TO
GENERATE REVENUES.

Since our inception, we have relied on the sale of equity capital to
fund working capital and the costs of developing our business plan. Failure to
obtain additional financing could result in delay or cause indefinite
postponement of the implementation of our business plan, which contemplates
acquisitions of existing call centers. The lack of adequate cash could also
impair our marketing efforts and thereby decrease our ability to sell our
services and generate revenues.

While we had working capital of $402,327 at October 31, 2005, our
projected "burn rate" for the current fiscal year and planned acquisitions are
such that we will need cash from one or more external sources of approximately
$2,000,000 for the remainder of the current fiscal year ended July 31, 2006. We
intend to conduct additional financings during the current fiscal year. We
cannot assure you that we will be able to complete these additional financings
successfully.

TERMS OF SUBSEQUENT FINANCINGS MAY ADVERSELY IMPACT YOUR INVESTMENT.

We may have to engage in common equity, debt, or preferred stock
financing in the future. Your rights and the value of your investment in the
common stock could be reduced. Interest on debt securities could increase costs
and negatively impacts operating results. 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 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 sale of common stock,
institutional or other investors may negotiate terms at least as, and possibly
more, favorable than the terms of your investment. Shares of common stock which
we sell could be sold into the market, which could adversely affect market
price.

WE MAY MAKE ACQUISITIONS THAT PROVE UNSUCCESSFUL OR DIVERT OUR RESOURCES.

We propose to complete the acquisition of a domestic contact center
company in Vancouver, Washington for $2,500,000 by February 1, 2006. The
purchase price is to be paid through the issuance of warrants to purchase
400,000 shares, a promissory note for $1,000,000, and $1,250,000 in cash. We may
also consider acquisitions of other complementary companies in our industry. We
have no substantial experience in completing acquisitions of other businesses,
and we may be unable to successfully complete this or future acquisitions. As we
acquire other businesses, we may be unable to successfully integrate these
businesses with our own and maintain our standards, controls and policies.
Acquisitions will place additional constraints on our resources by diverting the
attention of our management from existing operations. Through acquisitions, we
may enter markets in which we have little or no experience. Any acquisition may
result in a potentially dilutive issuance of equity securities, the incurrence
of

5
<PAGE>

debt and amortization of expenses related to intangible assets, all of which
could lower our margins and harm our business.

THE BUSINESS PROCESS OUTSOURCING INDUSTRY IS HIGHLY COMPETITIVE AND WE MAY BE
UNABLE TO COMPETE WITH BUSINESSES THAT HAVE GREATER RESOURCES THAN WE DO.

We face significant competition for outsourced business process
services and expect that competition will increase. We believe that, in addition
to prices, the principal competitive factors in our markets are service quality,
sales and marketing skills, the ability to develop customized solutions and
technological and industry expertise. While numerous companies provide a range
of outsourced business process services, we believe our principal competitors
include our clients' own in-house customer service groups, including in some
cases, in-house groups operating offshore, offshore outsourcing companies and
U.S.-based outsourcing companies. The trend toward offshore outsourcing,
international expansion by foreign and domestic competitors and continuing
technological changes will result in new and different competitors entering our
markets. These competitors may include entrants from the communications,
software and data networking industries or entrants in geographic locations with
lower costs than those in which we operate.

We have existing competitors for our business process outsourcing
business, and may in the future have new competitors, with greater financial,
personnel and other resources, longer operating histories, more technological
expertise, more recognizable names and more established relationships in
industries that we may serve in the future. Increased competition, our inability
to compete successfully against current or future competitors, pricing pressures
or loss of market share could result in increased costs and reduced operating
margins, which could harm our business, operating results, financial condition
and future prospects.

WE MAY EXPERIENCE SIGNIFICANT EMPLOYEE TURNOVER RATES IN THE FUTURE AND WE MAY
BE UNABLE TO HIRE AND RETAIN ENOUGH ADEQUATELY TRAINED EMPLOYEES TO SUPPORT OUR
OPERATIONS.

The business process outsourcing industry is labor intensive and our
success will depend on our ability to attract, hire, and retain qualified
employees. We will compete for qualified personnel with companies in our
industry and in other industries and this competition is increasing as the
business process outsourcing industry expands. Our growth will require that we
continually hire and train new personnel. The business process outsourcing
industry, including the customer management services industry, has traditionally
experienced high employee turnover. A significant increase in the turnover rate
among our employees would increase our recruiting and training costs and
decrease operating efficiency and productivity, and could lead to a decline in
demand for our services. If this were to occur, we would be unable to service
our clients effectively and this would reduce our ability to continue our growth
and operate profitably. We may be unable to continue to recruit, hire, train and
retain a sufficient labor force of qualified employees to execute our growth
strategy or meet the needs of our business.

WE ANTICIPATE THAT WE WILL ENCOUNTER A LONG SALES AND IMPLEMENTATION CYCLE
REQUIRING SIGNIFICANT RESOURCE COMMITMENTS BY OUR CLIENTS, WHICH THEY MAY BE
UNWILLING OR UNABLE TO MAKE.

Our service delivery involves significant resource commitments by both
our clients and ourselves. Potential clients' senior management and a
significant number of our clients' personnel must evaluate our proposals in
various functional areas, each having specific and often conflicting
requirements. Despite the significant expenditures of funds and management
resources, the potential client may not engage our services. We anticipate that
our sales cycle will generally range up to six to twelve months or longer.
Failure to close may have a negative impact on revenue and income as these
resources could otherwise be used for a paying client. We believe the following
factors enter into a client's decision:

o The client's alternatives to our services, including willingness
to replace their internal solutions or existing vendors;

o The client's budgetary constraints, and the timing of budget
cycles and approval processes;

o The client's willingness to expend the time and resources
necessary to integrate their systems with our systems and
network; and

o The timing and expiration of the client's current outsourcing
agreements for similar services.

6
<PAGE>

Once a client engages us at the conclusion of the sales process, we anticipate
that it will take from four to six weeks to integrate the client's systems with
ours. It may take as long as three months thereafter to ramp-up our services,
including training, to satisfy the client's requirements.

OUR OPERATIONS COULD SUFFER FROM TELECOMMUNICATIONS OR TECHNOLOGY DOWNTIME,
DISRUPTIONS, OR INCREASED COSTS.

We will be highly dependent on our computer and telecommunications
equipment and software systems. In the normal course of our proposed business,
we will be required to record and process significant amounts of data quickly
and accurately to access, maintain, and expand the databases we will be using
for our services. We will also be dependent on continuous availability of voice
and electronic communication with customers. If we were to experience
interruption on our telecommunications network, we would possibly experience
data loss or a reduction in revenues. These disruptions could be the result of
errors by our vendors, clients, or third parties or electronic or physical
attacks by persons seeking to disrupt our operations, or the operations of our
vendors, clients, or others. For example, with respect to the call center we
propose to acquire, that call center currently depends on significant vendors
for facility storage and related maintenance of its main technology equipment
and data. Any failure of these vendors to perform these services could result in
business disruptions and impede that center's ability to provide services to its
clients. A significant interruption of service could have a negative impact on
our reputation and could lead our present and potential clients not to use our
services. The temporary or permanent loss of equipment or systems through
casualty or operating malfunction could reduce revenues and harm our business.

FAILURE TO PERFORM MAY RESULT IN REDUCED REVENUES OR CLAIMS FOR DAMAGES.

Failures to meet service requirements of a client could disrupt the
client's business and result in a reduction in revenues or a claim for
substantial damages against us. For example, some of our agreements may have
standards for service that, if not met by us, may result in reduced payments. In
addition, because many of our projects will likely be business-critical projects
for our clients, a failure or inability to meet a client's expectations would
seriously damage our reputation and affect our ability to attract new business.
To the extent that our contracts contain limitations on liability, such
contracts may be unenforceable or otherwise may not protect us from liability
for damages.

A REVERSAL OF INDUSTRY TRENDS TOWARD OFFSHORE OUTSOURCING DUE TO NEGATIVE PUBLIC
REACTION IN THE UNITED STATES AND RECENTLY PROPOSED LEGISLATION MAY ADVERSELY
AFFECT DEMAND FOR OUR PROPOSED SERVICES.

Our proposed business depends in large part on U.S. industry trends
towards outsourcing business processes offshore. The trend to outsource business
processes may not continue and could reverse. Offshore outsourcing has become a
politically sensitive topic in the United States. Many organizations and public
figures have publicly expressed concerns about a perceived association between
offshore outsourcing providers and the loss of jobs in the United States. In
addition, there has been recent publicity about the negative experience of
certain companies that use offshore outsourcing. Current or prospective clients
may elect to perform such services themselves or may be discouraged from
transferring these services to offshore providers to avoid any negative
perception that may be associated with using an offshore provider.

A variety of federal and state legislation has been proposed that, if
enacted, could restrict or discourage U.S. companies from outsourcing their
services to companies outside the United States. For example, legislation has
been proposed that would require offshore providers to identify where they are
located. In addition, it is possible that legislation could be adopted that
would restrict U.S. private sector companies that have federal or state
government contracts from outsourcing their services to offshore service
providers. Any expansion of existing laws or the enactment of new legislation
restricting offshore outsourcing may adversely impact our ability to do business
with U.S. clients, particularly if these changes are widespread.

UNAUTHORIZED DISCLOSURE OF SENSITIVE OR CONFIDENTIAL CLIENT AND CUSTOMER DATA,
WHETHER THROUGH BREACH OF OUR COMPUTER SYSTEMS OR OTHERWISE, COULD EXPOSE US TO
PROTRACTED AND COSTLY LITIGATION AND CAUSE US TO LOSE CLIENTS.

We may be required to collect and store sensitive data in connection
with our services, including names, addresses, social security numbers, credit
card account numbers, checking and savings account numbers and

<PAGE>

payment history records, such as account closures and returned checks. If any
person, including any of our employees, penetrates our network security or
otherwise misappropriates sensitive data, we could be subject to liability for
breaching contractual confidentiality provisions and/or privacy laws.
Penetration of the network security of our data centers could have a negative
impact on our reputation and could lead our present and potential clients to
choose other service providers.

OUR POTENTIAL CLIENTS MAY ADOPT TECHNOLOGIES THAT DECREASE THE DEMAND FOR OUR
SERVICES, WHICH COULD REDUCE OUR REVENUES AND SERIOUSLY HARM OUR BUSINESS.

We plan to target clients with a need for our customer management
services and we will depend on their continued need of our services. However,
over time, clients may adopt new technologies that decrease the need for live
customer interactions, such as interactive voice response, web-based self-help
and other technologies used to automate interactions with customers. The
adoption of such technologies could reduce the demand for our services, pressure
our pricing, cause a reduction in any revenues we are generating at the time,
and harm our business.

WE HAVE A SUBSTANTIAL NUMBER OF SHARES THAT MAY BECOME FREELY TRADABLE AND COULD
THEREFORE RESULT IN A REDUCED MARKET PRICE.

As of October 31, 2005, we had an aggregate of 13,035,526 shares of our
common stock issued and outstanding, of which approximately 10,700,000 are
"restricted securities". Upon the date of this prospectus, the resale of
5,500,000 shares, currently owned by existing shareholders, was registered,
thereby increasing the number of shares that may become freely tradable. In
addition, we registered the resale of 12,190,000 shares issuable upon the
exercise of stock options and warrants. The sale of a significant number of
these shares in the public market may adversely affect prevailing market prices
of our shares.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION THAT MAY AFFECT THE
LIQUIDITY FOR OUR COMMON STOCK.

Our common stock is subject to regulations of the Securities and
Exchange Commission relating to the market for penny stocks. These regulations
generally require that a disclosure schedule explaining the penny stock market
and the risks associated therewith be delivered to purchasers of penny stocks
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors. The
regulations applicable to penny stocks may severely affect the market liquidity
for our common stock, as some brokers refrain from trades involving penny stocks
to avoid the additional work to comply with these requirements. As a result,
your ability to sell your securities in the secondary market could be limited.

FUTURE EQUITY TRANSACTIONS, INCLUDING EXERCISE OF OPTIONS OR WARRANTS, COULD
RESULT IN DILUTION.

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.

TRADING IN OUR COMMON STOCK MAY BE LIMITED THEREBY MAKING IT MORE DIFFICULT FOR
INVESTORS TO RESELL THEIR SHARES OF OUR COMMON STOCK.

Our common stock is quoted on the "pink sheets." We plan to apply to
have it quoted on the OTC Bulletin Board shortly after the date of this
prospectus. The OTC Bulletin Board is not an exchange and, because trading of
securities on the OTC Bulletin Board is often more sporadic than the trading of
securities listed on an exchange or NASDAQ, you may have difficulty reselling
any of the shares that you purchase from the selling shareholders.

8
<PAGE>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements." All statements
other than statements of historical facts included or incorporated by reference
in this report, including, without limitation, statements regarding our future
financial position, business strategy, budgets, projected costs and plans and
objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"project," "estimate," "anticipate," "believe," or "continue" or the negative
thereof or variations thereon or similar terminology. Although we believe that
the expectations reflected in such forward-looking statements are reasonable, we
cannot give any assurance that such expectations will prove to have been
correct. Important factors that could cause actual results to differ materially
from our expectations ("Cautionary Statements") include, but are not limited to:

o our ability to generate sufficient capital to complete planned
acquisitions;
o the lack of liquidity of our common stock;
o our ability to find and retain skilled personnel;
o availability of capital;
o the strength and financial resources of our competitors;
o general economic conditions; and
o the securities or capital markets and other factors disclosed under
"Management's Discussion and Analysis or Plan of Operation," "Business"
and elsewhere in this prospectus.

All subsequent written and oral forward-looking statements attributable
to us, or persons acting on our behalf, are expressly qualified in their
entirety by the cautionary statements. We assume no duty to update or revise our
forward-looking statements based on changes in internal estimates or
expectations or otherwise.

USE OF PROCEEDS

We will not receive any of the proceeds from the selling stockholders
of shares of our common stock. However, if exercised, we will receive the
exercise price of any common stock we sell to the selling stockholders upon
exercise of warrants or stock options. We expect to use the proceeds received
from the exercise of warrants and stock options, if any, for general working
capital purposes. If all the options and warrants for which the underlying
common stock are exercised, we will receive $3,025,800.

MARKET FOR COMMON EQUITY

Our common stock has been quoted in the "pink sheets" under the symbol
"WWSI" since July 8, 2005. It traded under the symbol "BNTT" prior to that time.
The trading symbol often appears as "WWSI.PK" in quotation requests on the
Internet. The following table sets forth the range of high and low bid
quotations for each fiscal quarter for the last two fiscal years and the current
fiscal year, and have been adjusted to reflect a 1-for-2 reverse stock split.
These quotations reflect inter-dealer prices without retail mark-up, mark-down,
or commissions and may not necessarily represent actual transactions.

FISCAL QUARTER ENDING HIGH BID LOW BID

October 31, 2003................ $ 0.03 $ 0.01
January 31, 2004................ $ 0.01 $ 0.002
April 30, 2004.................. $ 0.006 $ 0.006
July 31, 2004................... $ 0.006 $ 0.0022
October 31, 2004................ $ 0.0024 $ 0.0022
January 31, 2005................ $ 0.44 $ 0.0022
April 30, 2005.................. $ 0.36 $ 0.14
July 31, 2005................... $ 1.60 $ 0.24

October 31, 2005................ $ 1.85 $ 0.88

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On January 5, 2006, the closing bid price for the common stock on the
Pink Sheets was $0.69.

As of December 23, 2005, there were 292 record holders of our common
stock. Since our inception, no cash dividends have been declared on our common
stock.

DIVIDEND POLICY

We do not anticipate paying dividends on our common stock at any time
in the foreseeable future. Our board of directors plans to retain earnings for
the development and expansion of our business. Our directors also plan to
regularly review our dividend policy. Any future determination as to the payment
of dividends will be at the discretion of our directors and will depend on a
number of factors, including future earnings, capital requirements, financial
condition and other factors as the board may deem relevant.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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
7,720,000 post-reverse split shares of our common stock (the "Share Exchange").
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 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 2,335,526
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.

PLAN OF OPERATION

We are registering the resale of shares held by certain of our
shareholders because we seek to: (i) become a reporting company with the
Securities and Exchange Commission under the Securities Exchange Act of 1934
(the "1934 Act"); and (ii) enable our common stock to be traded on the OTC
Bulletin Board. We believe that the registration of the resale of shares on
behalf of existing shareholders may facilitate the development of a public
market in our common stock if our common stock is approved for trading on the
OTC Bulletin Board.

We consider that the development of a public market for our common
stock will make an investment in our common stock more attractive to future
investors. In order for us to continue with our business plan, we will in the
near future need to raise additional capital through private placement
offerings. We believe that obtaining reporting company status under the 1934 Act
and trading on the OTC Bulletin Board should increase our ability to raise these
additional funds from investors. In addition, we believe that attaining this
status will enable us to acquire businesses and/or assets with our stock.

Since our inception in March 2005, we have relied on the sale of equity
capital to fund working capital and the costs of developing our business plan.
Failure to obtain additional financing could result in delay or cause indefinite
postponement of the implementation of our business plan, which contemplates
acquisitions of existing call centers. The lack of adequate cash could also
impair our marketing efforts and thereby decrease our ability to sell our
services and generate revenues.

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approximately $2,000,000 for the remainder of the current fiscal year ended July
31, 2006. We intend to conduct additional financings during the current fiscal
year.

We entered into a letter of intent to acquire Cascade Callworks Inc., a
call center located in Vancouver, Washington, for a purchase price of
$2,500,000. Under the terms of the letter of intent, we were to deposit $500,000
into escrow by October 21, 2005, an additional $500,000 by November 30, 2005,
and $250,000 by December 31, 2005. We paid $100,000 towards the purchase price
in October 2005, with the remaining balance of the purchase price due at
closing, which is scheduled to occur no later than February 1, 2006. Also due at
closing is a promissory note in the amount of $1,000,000. The note will be
secured by a security interest in the purchased assets, due and payable 120 days
from closing, and accrue interest at the rate of 9% per annum, compounded
monthly. Minimum monthly payments equal to 100% of the cash flow of Cascade
Callworks will be made each month until the note is paid in full. If the note is
not paid in full on the due date, a minimum of 50% of all cash flows are to be
paid to the seller until the note is paid in full. In addition, we issued a
warrant to purchase a total of up to 400,000 shares of our common stock. The
warrant is exercisable for a period of three years from closing and is
exercisable as to 100,000 shares at $0.50 per share and as to 300,000 shares at
$0.75 per share. Upon the successful completion of this acquisition, we would
acquire approximately 170 employees and assume the lease obligations for the two
Cascade facilities in Vancouver, Washington.

We intend to fund the acquisition of Cascade Callworks through a
private placement of convertible debentures being offered by WBSI. The
debentures will be due 18 months from the date of issuance, with accrued
interest payable in 6-month installments. Beginning six months after issuance,
the notes will be convertible into shares of our common stock at a conversion
price equal to 80% of the average trading price for the ten days immediately
preceding the date of conversion. As of the date of this prospectus, no
debentures have been sold.

In addition, we propose to acquire a minority interest in a call center
through our U.K. subsidiary. As of the date of this prospectus, we are still
negotiating the valuation of the ownership interest.

Our business plan for the remainder of the current fiscal year, which
ends July 31, 2006, is as follows:
o Raise a total of $3,000,000, with $1,150,000 of the amount
allocated for the purchase price needed to close on the
acquisition of Cascade Callworks by February 1, 2006
o Develop expanded marketing and sales teams to grow sales -
February and March 2006
o Select sites and hire staffing for Colorado Springs call center
start-up - March and April 2006
o Begin to use U.K. subsidiary to solicit large international
companies - March 2006
o Begin to market in conjunction with TouchStar Software
Corporation - May 2006

RESULTS OF OPERATIONS

THREE MONTHS ENDED OCTOBER 31, 2005. During the three months ended
October 31, 2005, we generated our first revenues of $2,500. While our gross
profit margin was 34%, the volume of sales was inadequate to cover our operating
expenses of $392,659, resulting in a net loss of $391,808. As of the date of
this prospectus, we have six agreements with call centers in place to provide
services to clients we obtain and we are actively marketing call center
services. Our revenues are based on the difference between the price quoted by
the affiliated center to us to provide services for a particular client and the
price we negotiate with the client. However, it takes several months to court
businesses that currently utilize call centers to switch to a new company. It
takes additional time before revenues are generated. Once a business agrees to
use our services, the services have to be tailored to that business' specific
needs. We are paid revenues once services are provided to the business and the
business is invoiced for the services.

Included in the operating expenses for the period was a loss of $50,000
on our failed acquisition of Cleave Global E-Services Limited, a call center in
India. We had paid a $50,000 deposit toward our proposed acquisition of this
company, but terminated the agreement in September 2005.

MARCH 1, 2005 TO JULY 31, 2005. For the period from March 1, 2005 to
July 31, 2005, we were engaged primarily in raising capital to implement our
business plan and completing the Share Exchange transaction. We also established
our subsidiary in the United Kingdom and entered into discussions with call
centers in Central America.

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Accordingly, we incurred expenses for professional and consulting fees, salaries
and payroll taxes, travel, and contract labor, resulting in a loss of $323,298
for the period.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2005, we had cash of $398,512 and working capital of
$402,327 due to the completion of a private placement of 1,980,000 shares of
common stock and warrants in September 2005, resulting in net proceeds of
$445,500. The $450,500 of cash provided by our financing activities offset the
$456,025 of cash used in operations and $19,653 used in investing activities.

As of July 31, 2005, we had cash of $423,690 and working capital of
$413,843 due to the completion of a private placement of 2,520,000 shares of
common stock and warrants in June 2005, resulting in net proceeds of $559,911,
and another private placement in July 2005 of 1,000,000 shares of common stock
and warrants, resulting in net proceeds of $225,000. The $790,111 of cash
provided by our financing activities offset the $363,451 of cash used in
operations and $2,970 used in investing activities.

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 July 31, 2005 and October 31,
2005, we had devoted substantially all of our efforts to financial planning,
raising capital and developing markets.

CASH AND CASH EQUIVALENTS. We consider all highly liquid debt
instruments with original maturities of three months or less when acquired to be
cash equivalents. We had no cash equivalents at July 31, 2005 and October 31,
2005.

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 estimated at three 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.

IMPAIRMENT OF LONG-LIVED ASSETS. We evaluate the carrying value of our
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. Assets to be disposed of are reported at the lower of the
carrying value or fair value, less costs to sell.

OFFERING COSTS. We defer offerings costs, such as legal, commissions
and printing costs, until such time as the offering is completed. At that time,
we offset the offering costs against the proceeds from the offering. If an
offering is unsuccessful, the costs are charged to operations at that time.

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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.

STOCK-BASED COMPENSATION. We account for compensation expense for our
stock-based employee compensation plans using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25"), and comply 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 is based on the
difference, if any, on the date of the grant between the deemed fair value of
our stock and the exercise price of the option. Compensation expense is
recognized on the date of grant or on the straight-line basis over the
option-vesting period. We account 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".

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. Pro forma disclosures have been included in Note
3 in Notes to Financial Statements.

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 July 31, 2005, there were
120,000 and 8,720,000 vested common stock options and warrants outstanding,
respectively, which were excluded from the calculation of net loss per
share-diluted because they were antidilutive. As of October 31, 2005, there were
450,000 and 10,700,000 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

In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets - an amendment of APB Opinion No. 29." This Statement
eliminates the exception for nonmonetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of nonmonetary assets
that do not have commercial substance. A nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. This Statement is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. We do not expect application of SFAS No. 153 to have a material affect on
our financial statements.

In December 2004, the FASB issued a revision to SFAS No. 123,
"Share-Based Payment." This Statement supercedes APB Opinion No. 25, "Accounting
for Stock Issued to Employees" and its related implementation guidance. It
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments. This Statement
does not change the accounting guidance for share-based payment transactions
with parties other than employees provided in Statement No. 123 as originally
issued and EITF Issue No. 96-18. This Statement is effective for public entities
that file as small business issuers as of the beginning of the first fiscal
period that begins after December 15, 2005. We will adopt SFAS 123R on August 1,
2006. The Standard provides for a prospective application. Under this method, we
will begin recognizing compensation cost for equity based compensation for all
new or modified grants after the date of adoption. In

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addition, we will recognize the unvested potion of the grant date fair value of
awards issued prior to the adoption based on the fair values previously
calculated for disclosure purposes.

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.

BUSINESS

BUSINESS DEVELOPMENT

We were 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.

As a result of our lack of profitability and the receipt of numerous
inquires from entities seeking to merge with us, our operational focus expanded
beyond our oil and gas exploration to include reviewing potential merger or
acquisition candidates. We believe that entities sought to merge with us due to
the fact that we were perceived as a "shell" company.

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
7,720,000 post-reverse split 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.

WBSI was incorporated on March 1, 2005 to provide business process
outsourcing 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.

INDUSTRY BACKGROUND

Business process outsourcing involves contracting with an external
organization to take primary responsibility for providing a particular business
process or function. Companies initially used business process outsourcing to
achieve cost savings in transaction-intensive, back office business processes.
Beyond cost savings, business process outsourcing adoption is driven by
opportunities to qualitatively improve a wide range of business processes and a
desire to outsource certain activities so that management can focus on its core
products and services. Call center services, also known as tele-services, are
enabled on a global basis by the availability of quality communications
bandwidth at reasonable costs to such English speaking countries as India.

The business process outsourcing market includes several functionally
specific submarkets, such as human resources, procurement, logistics, sales and
marketing, finance and accounting, customer management, engineering, facilities
management and training. Demand for business process outsourcing services has
experienced strong growth in recent years. Presently, our efforts are directed
toward the contact center portion of this market.

The scope of outsourced customer interaction has expanded from outbound
telemarketing calls to a broad spectrum of customer management services,
including customer care, technical support and sales and marketing,

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including in-bound sales (direct response) and Internet-based interaction via
e-mail. The delivery platform has evolved from single facility, low technology
call centers to large, high volume customer care centers that use increasingly
sophisticated networking, telephony and customer relationship management
technologies.

Companies now concentrate on brand building through improved customer
care and increasing customer relationship value by encouraging the purchase of
higher value, additional or complementary products and services. At the same
time, global competition, downward pricing pressures and rapid changes in
technology make it increasingly difficult for companies to cost-effectively
maintain the in-house personnel and infrastructure necessary to handle all of
their customer management needs. We believe these trends, combined with rapidly
expanding consumer use of alternative communications, such as the Internet and
e-mail, have resulted in increased demand for outsourced customer management
services.

We believe the factors that influence companies to outsource customer
management services include:

o significant cost benefits;

o the importance of professionally managed customer communications
to retain and grow customer relationships;

o the ability to free available resources and management to focus
on developing core products and services;

o increasing capital requirements for sophisticated communications
technology needed to provide timely technical support and
customer care; and

o extensive and ongoing staff training and associated costs
required for maintaining in-house technical support and customer
care solutions.

We expect the market for outsourced customer management services to
benefit as corporations continue to shift business processes from internal
operations to outsourced partners.

We believe that, to achieve improved business process outsourcing
services at a reduced cost, many companies are moving selected front and back
office processes to providers with offshore delivery capabilities. In recent
years, fiber optic transport and Voice over Internet Protocol (VoIP)
telecommunications services have become widely available at affordable rates. We
also believe offshore providers have become more accepted by businesses and
continue to grow in recognition and sophistication. Consequently, business
process outsourcing services companies have established offshore operations or
operate exclusively offshore.

OUR BUSINESS

Through WBSI, we offer high-end multi-task, multi-lingual call center
services, such as technical support, language interpreting, debt collections,
and help desk solutions. Our mission is to restore verbal clarity and operations
excellence to multi-task, multi-lingual customer service outsourcing. We intend
to do this by conducting a joint review of the client's support activities that
may be considered for outsourcing solutions. This review may also include the
merits of upgrading an in-house center with the latest technology platform
software. We will then customize a client/WBSI joint proposal, and develop a
pilot test and rollout schedule. Our solutions will leverage technology
advantages for cost avoidance and expended or improved customer services. By
working in this manner, we believe we will develop a long-term mutually
dependent relationship.

SERVICES

OUTSOURCING SOLUTIONS. Through our affiliated centers, we offer several
languages, including American English, Spanish, Portuguese, German, French, and
Italian.

We can manage an in-bound help desk using the client's web site or ours
to answer customer questions and provide product information, installation
support, processing product order, and other custom-tailored activities. The
help desk services may also include email support, web collaboration, and
technical services in multiple languages.

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We also offer "911" emergency language interpreting services for public
service organizations, such as cities, counties, states, and federal agencies.
Basic English and Spanish are available. We also provide interpreting services
to U.S. companies marketing to the Spanish sector.

OUTBOUND CALL CENTER SERVICES. These services include:

o direct mail follow-up
o database selling
o debt collection
o contacts with decision makers
o surveys
o customer satisfaction
o information and literature fulfillment
o appointments scheduling
o seminar population
o product promotion
o lead-generation/qualification/management
o market intelligence
o up sell/cross sales campaigns

INBOUND CALL CENTER SERVICES. These services include:

o catalog orders
o consumer response follow-up
o customer service
o dealer location
o toll-free response
o help desk
o direct mail response
o direct TV response
o direct radio response
o print media response
o web site response
o seminar registration
o answering service
o inquiry handling
o email management
o product technical information
o interactive voice response
o sales lead qualification
o technical support

CALL CENTER PLATFORM APPLICATIONS. For clients with in-house centers,
we market and support call center platform applications. These provide the
clients' customers with the latest in advanced functions and ease-of-use
technology that promotes product loyalty. We also offer a tailored information
technology function that provides the client cost avoidance in maintaining a
current technology call center application and upgrading activities and
maintaining information technology skills.

TOUCHSTAR SOFTWARE

We are an authorized marketer and reseller of software and hardware
technologies developed by TouchStar Software Corporation, a privately-held
company based in Colorado. TouchStar's products include:
o predictive dialers
o power dialers
o ACD *IVR

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o Options VoIP
o agent monitoring/coaching
o digital call recording; and
o real-time graphical reports.

We intend to further develop our relationship by becoming minority
owners in each other. We have agreed in principle that Touchstar Software
Corporation will acquire an equity interest in us valued at $500,000 and that we
will acquire an equity interest in its subsidiary, TouchStar International Sales
Limited, also valued at $500,000. We have agreed to register at least 2,000,000
shares of our common stock to insure the registration of a sufficient number of
shares to meet the $500,000 valuation of shares issued to TouchStar. In the
event that TouchStar International decides to register any of its shares, it has
agreed to register our shares in any such registration. We have also agreed in
principle that the shares will be repurchased from TouchStar, either by us or by
a third party or affiliate, within 30 days after the date of this prospectus at
a purchase price equal to the greater of the market price of the shares or
$500,000. If the repurchase does not occur within the stated time period, each
party will return all shares included in the original exchange.

AFFILIATED CALL CENTERS

We have six affiliated call centers in the United States, Central
America (Mexico and the Dominican Republic), the Philippines, and South America
(Peru and Argentina):

o New Tech, Santo Domingo, Dominican Republic - 60 seats with
plans to expand to 250; English and Spanish language
capability; started a pilot for collections with us in
November 2005;

o Microsistemas Gerenciales, S.A. de C.V., Monterrey, Mexico -
30 seats with plans to expand to 200 in 2006; English and
Spanish language capability; to be utilized for technical
services in Spanish

o United Global Information Systems, S.A., Santo Domingo,
Dominican Republic - 500 seats; English and Spanish language
capability; pilot for collections to commence February 2006

o Magellan Solutions Outsourcing, Inc., Manila, Philippines - 15
seats with plans to expand to 60; English, Japanese, and
Mandarin language capability; negotiating a pilot for
collections to commence February 2006

o Qualfon, Monterrey and Mexico City, Mexico - 1,500 seats
located in Mexico City, Peru, Costa Rica, Guatemala and
Argentina; English, Spanish, German, French and Italian
language capability; to be utilized for language translation
projects

As of the date of this prospectus, we have not generated any revenues
through these affiliated call centers, as the "oldest" agreement has been in
place only since October 26, 2005.

While we do not have a formal alliance agreement with Cascade
Callworks, Inc., we treat Cascade Callworks as an affiliated call center due to
our proposed acquisition of that company. We propose to acquire Cascade
Callworks, Inc., an existing call center in Vancouver, Washington, and build our
own center in Colorado Springs, Colorado. In addition, our U.K. subsidiary
intends to acquire a minority interest in a call center in the United Kingdom.
While we anticipate that the majority of our business will be conducting through
centers acquired by us in the foreseeable future, we are currently conducting
all of our business through affiliated call centers.

In our non-exclusive five-year agreements with our affiliated call
centers, we require the centers to maintain adequate call center infrastructure,
organization and systems, and industry standard agent skills that meet the
requirements of our clients, including appropriate redundancy and backup systems
to insure complete availability and performance under our outsourcing service
agreements with our clients. As we have established TouchStar as the vendor of
choice for our call centers, the affiliated call centers agree to an evaluation
of their operational and technical environment to determine their compatibility
with our call centers for the purpose of performing jointly delivered services
to our clients. It is contemplated that all of our affiliated call centers will
be integrated with TouchStar operational platform compatibility.

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We will enter into separate agreements setting forth the terms of each
client service contract. The affiliated center will quote a price to us to
perform the services for the service contract. Our profit will be the difference
between the contract price with the client and the price with the affiliated
center. For each client service contract, we will recruit and select a candidate
to become the call center on-site account executive. We will train the account
executive in the United States and in the client's office at our expense. After
the training is complete, the affiliated center will hire the account executive
as its employee and the account executive shall work from at office at the
affiliated call center. We and the account executive will train the affiliate
call center's personnel on the necessary services to be performed under the
client service agreement.

PROPOSED ACQUISITION OF CASCADE CALLWORKS

Cascade Callworks, founded in 1998, offers a variety of inbound and
outbound services and operates from two facilities in Vancouver, Washington with
108 fully equipped stations. All of its agent workstations are fully enabled for
multichannel communications, including standard telephone, VoIP, and email
webchat.

SALES AND MARKETING

We sell our contact center services through our direct sales force. The
sales force calls on business customers that have existing call centers or
telephonic activity. These customers are in engaged in various industries and
kinds of business activity. The contact center services being marketed are
generic in nature and tailored to each business customer by script or computer
menus.

Since each business customer has its own customers and its existence is
impacted by how its customers are treated, we emphasize our ability to enhance
the business' relationship with its customers. We believe that we have the
software tools to adapt to a business' changing needs and to tailor our contact
center services to the needs of the business' customers. We offer large
enterprises the security and opportunity to run multiple programs for a
business, such as sales campaigns, offers, product recalls, and collection
activity, that can be monitored by the business on an ongoing and real-time
basis. With our software platforms, the business can listen in on calls and make
changes as needed. All reporting can be monitored. In essence, we believe that
we can integrate our contact center services into a business to enhance a
business' relationships with its customers.

We also emphasize the cost-efficiency of utilizing our trained
personnel to perform various functions for a business. We have created
performance-based recruitment, training, and coaching programs to support our
agents' understanding of client businesses' objectives. We believe that we can
differentiate ourselves in the contact center services market, on the basis of
having both superior technology and personnel.

18
<PAGE>

COMPETITION

We believe that the principal competitive factors in our business
include the ability to:

o Provide high quality professionals with strong customer
interaction skills, including English language fluency with
neutral accents;

o Offer cost-effective pricing of services;

o Deliver value-added and reliable solutions to clients;

o Provide industry specific knowledge and expertise;

o Generate revenues and/or savings for clients;

o Provide a technology platform that offers a seamless
experience to our clients and their customers.

While we recently commenced our contact center business, we believe
that we can compete effectively on all of the above factors.

The global business process outsourcing companies with whom we compete
include offshore business process outsourcing companies and U.S. based
outsourcing companies. There are numerous business process outsourcing companies
based offshore in locations such as India, the Philippines, China, Latin
America, the Caribbean, Africa, and Eastern Europe. Our contact centers will
face competition from established firms. These companies will likely have
greater financial, personnel and other resources, including longer operating
histories, more recognizable brand names and more established client
relationships than us. Most of these companies will compete with us primarily on
price and may be able to offer lower costs to potential clients. We seek to
position ourselves as a service-focused company, with a workforce attuned to
U.S. culture and a focus on revenue generation for our clients.

In addition to our direct competition, many companies choose to perform
some or all of their own outsourcing services. Their employees provide these
services as part of their regular business operations. Some companies have moved
portions of their in-house customer management functions offshore, including to
offshore affiliates. We believe our key advantage over in-house business
processes is that we give companies the opportunity to focus on their core
products and services while we focus on the specialized function of managing
their customer relationships.

GOVERNMENT REGULATION

Federal, state and international laws and regulations impose a number
of requirements and restrictions on our business process outsourcing business.
There are state and federal consumer protection laws that apply to our business,
such as laws limiting telephonic sales or mandating special disclosures, and
laws that apply to information that may be captured, used, shared and/or
retained when sales are made and/or collections are attempted. State and federal
laws also impose limits on credit account interest rates and fees, and their
disclosure, as well as the time frame in which judicial actions may be initiated
to enforce the collection of consumer accounts. There are numerous other
federal, state, local and even international laws and regulations related to,
among other things, privacy, identity theft, telephonic and electronic
communications, sharing and use of consumer information, that apply to our
business process outsourcing business and to our employees' interactions and
communications with others. For example, the Federal Trade Commission's
Telemarketing Sales Rule applies a number of limitations and restrictions on our
ability to make outbound calls on behalf of our clients and our ability to
encourage customers to purchase higher value products and services on inbound
calls. Similarly, the Telephone Consumer Protection Act of 1991, which among
other things governs the use of certain automated calling technology, applies to
calls to customers. Many states also have telemarketing laws that may apply to
our business process outsourcing business, even if the call originates from
outside the state.

Federal and state regulators are empowered to examine and take
enforcement actions for violations of these laws and regulations or for
practices, policies or procedures they deem non-compliant, unfair, unsafe or
unsound. Moreover, lawsuits may be brought by appropriate regulatory agencies,
attorney generals and private parties for

19
<PAGE>

non-compliance with these laws and regulations. Accordingly, a failure to comply
with the laws and regulations applicable to our business process outsourcing
business could have a material adverse effect on us.

Depending on the nature of our telemarketing engagement, we may be
subject to regulations governing communications with consumers including
regulations prohibiting misrepresentations in telephone sales. Since we are
dealing with United States consumers, we are subject to the various do not call
regulations. In addition, limits on the transport of personal information across
international borders such as those now in place in the European Union (and
proposed elsewhere) may limit our ability to obtain customer data. Additional
federal, state, local or international legislation, or changes in regulatory
implementation, could further limit our activities or those of our clients in
the future or significantly increase the cost of regulatory compliance.

A variety of federal and state legislation has been proposed that could
restrict or discourage U.S. companies from outsourcing their services to
companies outside the United States. For example, legislation has been proposed
that would require offshore providers to identify where they are located, and in
certain cases to obtain consent to handling calls or sending customer
information offshore. It is also possible that legislation could be adopted that
would restrict U.S. private sector companies that have federal or state
government contracts from outsourcing their services to offshore service
providers. In addition, various federal tax changes that could adversely impact
the competitive position of offshore outsourcing services are also under
consideration. Any expansion of existing laws or the enactment of new
legislation directly or indirectly restricting offshore outsourcing may
adversely impact our ability to do business with U.S. clients, particularly if
these changes are widespread.

EMPLOYEES

As of October 31, 2005, we employed a total of 5 persons, all of which
were full-time. None of our employees is covered by a collective bargaining
agreement.

PRINCIPAL OFFICES

Our principal offices are located at 3801 East Florida Avenue, Suite
400, Denver, Colorado. We lease these offices pursuant to a six-month lease. The
base rent on the lease is $1,500 per month.

We also have offices in Egham, England. Due to the limited activity of
our U.K. subsidiary, we are using the offices of our accountants as our
temporary offices at no cost. These offices are located at Gladstone House,
77-79 High Street, Egham, Surrey TW20-9HY. We plan to move to executive services
offices after the acquisition of an interest in the U.K. call center. We
estimate that such offices will cost approximately $350 per month.

LEGAL PROCEEDINGS

There are no legal proceedings pending against us.

<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS, AND KEY EMPLOYEES

Our executive officers, directors, and key employees are:

NAME AGE POSITION
James P.R. Samuels 58 President, Chief Executive Officer
and Director
W. Earl Somerville 66 Chief Financial Officer, Secretary
and Treasurer
Jack Herman 66 Vice President and Chief Operating
Officer of Worldwide Business
Solutions
Art Boorujy 48 Vice President - Industry Relations
and Sale for Worldwide Business
Solutions
Donald A. Christensen 75 Director
Frank J. Deleo 49 Director
Robert T. Kane 62 Director
Edward J. Weisberg 49 Director

Our shareholders elect our directors annually and our board of
directors appoints our officers annually. Vacancies in our board are filled by
the board itself. Set forth below are brief descriptions of the recent
employment and business experience of our executive officers and directors.

JAMES P.R. SAMUELS, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR.
Mr. Samuels founded Worldwide Business Solutions Incorporated in March 2005 and
has been the president and a director of the company since June 2005. From May
1996 to March 2004, he served as vice president-finance, treasurer and chief
financial officer of Rentech, Inc., a publicly-held company headquartered in
Denver, Colorado. Rentech develops and markets processes for conversion of
low-value carbon-bearing solids or gases into high-value hydrocarbons. From
December 1995 through April 1998, he provided consulting services in finance and
securities law compliance to Telepad Corporation, Herndon, Virginia, a company
engaged in systems solutions for field force computing. From 1991 through August
1995, he served as chief financial officer, vice president-finance, treasurer
and director of Top Sources, Inc., Palm Beach Gardens, Florida, a development
stage company engaged in developing and commercializing technologies for the
transportation, industrial and petrochemical markets. From 1989 to 1991, he was
vice president and general manager of the automotive group of BML Corporation,
Mississauga, Ontario, a privately-held company engaged in auto rentals, car
leasing, and automotive insurance. From 1989 to 1991, he was vice president and
general manager of the Automotive group of BML Corporation, Mississauga,
Ontario, a privately-held company engaged in auto rentals, car leasing, and
automotive insurance. From 1983 through 1989, Mr. Samuels was employed by
Purolator Products Corporation, a large manufacturer and distributor of
automotive parts. He was president of the Mississauga, Ontario branch from 1985
to 1989; a director of marketing from 1984 to 1985; and director of business
development and planning during 1983 for the Rahway, New Jersey filter division
headquarters of Purolator Products Corporation. From 1975 to 1983, he was
employed by Bendix Automotive Group, Southfield, Michigan, a manufacturer of
automotive filters, electronics and brakes. He served in various capacities,
including group director for management consulting services on the corporate
staff, director of market research and planning, manager of financial analysis
and planning, and plant controller at its Fram Autolite division. From 1973 to
1974, he was employed by Bowmar Ali, Inc., Acton, Massachusetts, in various
marketing and financial positions, and in 1974 he was managing director of its
division in Wiesbaden, Germany. He received a Bachelor's degree in Business
Administration from Lowell Technological Institute in 1970, and a Master of
Business Administration degree in 1972 from Suffolk University, Boston,
Massachusetts. He completed an executive program in strategic market management
through Harvard University in Switzerland in 1984.

W. EARL SOMERVILLE, CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER.
Earl Somerville has been our chief financial officer, secretary and treasurer
since June 2005. He has over 37 years of experience in accounting. He has been
self-employed as a chartered accountant in Oakville, Ontario, Canada, since
1992. From 1984 to 1991, he was a vice president of finance for Facet of Canada
Inc., a Canadian holding company whose subsidiaries were engaged in the
manufacture and distribution of automotive products. He was the divisional
controller for Canadian Fram Limited from 1974 to 1991, a manufacturer of auto
parts. Mr. Somerville is a member of the Institute of Chartered Accountants of
Ontario.

21
<PAGE>

JACK HERMAN, VICE PRESIDENT AND CHIEF OPERATING OFFICER OF WORLDWIDE
BUSINESS SOLUTIONS. Mr. Herman joined Worldwide Business Solutions in September
2005. From March 2001 to September 2005, he developed and managed a marketing
support plan under the business name of Ventana Call Centers to market
international call center services to large customers in the United States.
These bilingual services include processing inbound infomercial orders, help
desk services, technical supports services and tailored customer care
applications. From October 1993 to November 2000 he worked with several
companies to design and implement their call center operations. Mr. Herman
worked for IBM Corporation from 1964 to 1992, initially as a hardware/software
field service technician in west Texas from 1964 to 1972, and later in various
staff and line management assignments from 1972 to 1983. From 1983 to 1985, he
developed and implemented a national customer support structure supported by
technical staff in his capacity as a service development manager. From 1985 to
1988, he developed and implemented IBM's first national maintenance service
offering, where IBM field technicians maintained competitor products. He served
as director of maintenance and services marketing for 10 states from 1989 to
1992.

ART BOORUJY, VICE PRESIDENT - INDUSTRY RELATIONS AND SALES FOR
WORLDWIDE BUSINESS SOLUTIONS. Art Boorujy joined Worldwide Business Solutions in
March 2005. From August 2004 to March 2005, he worked for Federal Credit Corp.,
a private company in Colleyville, Texas, that provides debt collection services.
From December 2002 to August 2004, he was the business manager for Glacier
Mountain Spring Water Company Inc. in Whippany, New Jersey, where he was
responsible for purchasing, vendor relations, customer service, and most
accounting functions. He was a program coordinated for the Morris County
Department of Human Services in Morristown, New Jersey, from July 1997 to
September 2002, where he directed the day-to-day operations of a juvenile
residential facility, with responsibility for 19 employees and 13 clients. Mr.
Boorujy also was a co-owner of DFW Telecommunications, Inc., an installer and
operator of coin/card pay telephones, with locations in South Lake, Texas and
northern New Jersey, from December 1995 to June 2000. He performed marketing,
sales, client relations and purchasing functions for DFW. His sales experience
also includes assistant manager duties for Chelsea Street Securities, a full
service stock brokerage firm in Irving, Texas, from January 1990 to December
1995. Mr. Boorujy received a bachelors degree in sociology from East Stroudsburg
University in 1979.

DONALD A. CHRISTENSEN, DIRECTOR. Donald Christensen has been a director
since June 2005. He is a business, financial and international trade consultant
with an engineering degree and extensive large corporate management experience.
He has served as president of European Whitestone Company, financial
consultants, since 1988. Mr. Christensen was the secretary and a director of
Torque Engineering Corporation, a publicly-held company headquartered in
Elkhart, Indiana, from March 1999 to June 2001. From August 1997 to July 1998,
he was a director of Horizontal Ventures, Inc. (now known as GREKA Energy
Corporation), a public company specializing in horizontal drilling sources for
the oil and gas industry. He worked with several construction companies from
1953 to 1976. He has a degree in engineering from the University of Missouri.

FRANK J. DELEO, DIRECTOR. Mr. Deleo has been a director since June
2005. He has been with Citigroup Inc. since 1978. He was with CitiFinancial
Branch Network from 1996, first as a vice president/regional manager and since
March 2002 as a managing director over Texas, New Mexico, Oklahoma, and Kansas.
CitiFinancial, which is part of Citigroup Inc., a financial services company
listed on the New York Stock Exchange, offers consumer loan products and
services, including real estate, personal loans, and loans to finance consumer
goods. From 1979 to 1996, he was employed by Associates Corporation of North
America. Mr. Deleo received a bachelors degree in psychology from University of
Stoney Brook in 1977.

ROBERT T. KANE, DIRECTOR. Robert Kane has been a director since June
2005. He has been a practicing attorney in Munhall, Pennsylvania, since 1970.
Mr. Kane received his J.D. degree from Villanova University in 1970 and his B.S.
degree from Pennsylvania State University in 1965.

EDWARD J. WEISBERG, DIRECTOR. Edward Weisberg has been a director since
September 2005. Since April 2004, he has been the vice president of eCommerce of
iBasis, Inc., a publicly-held company based in Burlington, Massachusetts, that
provides international Voice over Internet Protocol (VoIP) services. He is
responsible for leading that company's efforts toward direct web-based sales of
products and services. From November 2003 to April 2004, he was the executive
vice president of The Frugal Flower, Inc., a privately-held national flower
distribution company located in Sudbury, Massachusetts. While he was with The
Frugal Flower, he established and managed the eCommerce initiative. In 1995, he
co-founded BX Technologies, Inc., a Providence, Rhode Island

22
<PAGE>

company that provided Web development, hosting, software product, Web services,
and ongoing Internet marketing and support. He served as the president of BX
Technologies, Inc. until April 2003. Prior to founding BX Technologies, he held
various key marketing, planning, and sales roles at Paradigm Management
Consulting Group, Inc., BASF Corporation, Data General Corporation, and Wang
Laboratories, Inc. Mr. Weisberg has a masters degree in management from
MIT/Sloan School of Management and a bachelors degree in social psychology from
the University of Pennsylvania.

COMMITTEES

AUDIT COMMITTEE. Our audit committee members are Donald A. Christensen
and Edward J. Weisberg. The Audit Committee is appointed by the Board of
Directors to assist the Board in fulfilling its responsibility to oversee:

1) the integrity of our financial statements, controls and
disclosure;

2) the qualifications and independence of our independent
accountants;

3) the performance of our independent accountants and of its
internal audit staff; and

4) our compliance with legal and regulatory requirements.

The Audit Committee has the sole authority to appoint our independent
accountants, subject to any shareholder ratification. The Audit Committee also
prepares the annual Audit Committee report required by the rules and regulations
of the Securities and Exchange Commission to be included in our annual proxy
statement.

COMPENSATION COMMITTEE. Our compensation committee members are Frank J.
Deleo and Robert T. Kane. The Compensation Committee is appointed by the Board
of Directors to (1) discharge the responsibilities of the Board of Directors
relating to compensation of our executives and (2) produce an annual report on
executive compensation for inclusion in our proxy statement in accordance with
applicable rules and regulations.

CONFLICTS OF INTEREST

Members of our management are associated with other firms involved in a
range of business activities. Consequently, there are potential inherent
conflicts of interest in their acting as officers and directors of our company.
While the officers and directors are engaged in other business activities, we
anticipate that such activities will not interfere in any significant fashion
with the affairs of our business, in terms of having adequate time to devote to
the business of the company.

Our officers and directors are now and may in the future become
shareholders, officers or directors of other companies, which may be formed for
the purpose of engaging in business activities similar to us. Accordingly,
additional direct conflicts of interest may arise in the future with respect to
such individuals acting on behalf of us or other entities. Moreover, additional
conflicts of interest may arise with respect to opportunities which come to the
attention of such individuals in the performance of their duties or otherwise.
Currently, we do not have a right of first refusal pertaining to opportunities
that come to their attention and may relate to our business operations.

Our officers and directors are, so long as they are our officers or
directors, subject to the restriction that all opportunities contemplated by our
plan of operation which come to their attention, either in the performance of
their duties or in any other manner, will be considered opportunities of, and be
made available to us and the companies that they are affiliated with on an equal
basis. A breach of this requirement will be a breach of the fiduciary duties of
the officer or director. If we or the companies with which the officers and
directors are affiliated both desire to take advantage of an opportunity, then
said officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if we should decline to do so. Except as set forth above, we have
not adopted any other conflict of interest policy with respect to such
transactions.

<PAGE>

EXECUTIVE COMPENSATION

The table below sets forth information the remuneration of our chief
executive officer during our last completed fiscal period (March 1, 2005 through
July 31, 2005). There were no executive officers whose total annual salary and
bonus equaled or exceeded $100,000.

<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
----------------------------------------------------------------------------------------------------------------------

LONG TERM COMPENSATION
ANNUAL COMPENSATION -------------------------------------
----------------------------------------------- AWARDS PAYOUTS
-------------------------------------
OTHER RESTRICTED SECURITIES
NAME AND ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL FISCAL COMPENSA- AWARD(S) OPTIONS/ PAYOUTS COMPENSA-
POSITION YEAR SALARY ($) BONUS ($) TION($) ($) SARS (#) ($) TION($)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James P.R. 2005 $50,000 -0- -0- -0- -0- -0- -0-
Samuels, CEO (1)<F1>
----------------------------------------------------------------------------------------------------------------------
------------------
<FN>
(1)<F1> Mr. Samuels served in his position from March 1, 2005 through July 31,
2005. Mr. Samuels' current annual salary is $120,000.
</FN>
</TABLE>

COMPENSATION OF DIRECTORS

Each of our non-employee directors receives $1,000 and reimbursement
for expenses of attendance for each scheduled meeting that requires physical
attendance. For scheduled conference call board meetings, each non-employee
director received $500 per meeting. In addition, each director is granted 30,000
shares of common stock per year to compensate him for ad hoc telephone calls,
management support, and committee responsibilities.

EMPLOYMENT AGREEMENT

Under the terms of his employment agreement, Jack Herman, the Vice
President and Chief Operating Officer of Worldwide Business Solutions, is paid
an annual salary of $151,000. He can receive up to 25% of his annual salary as a
bonus incentive. His employment agreement contains non-compete and
confidentiality provisions. Mr. Herman was granted options to purchase 300,000
shares of common stock at $0.25 per share, 100,000 of which have vested, with
100,000 vesting in April 2006 and 100,000 in April 2007.

STOCK OPTION PLAN

By written consent dated May 13, 2005, our shareholders adopted the
2005 Stock Plan. Under the Plan up to 500,000 shares of our common stock (the
"Available Shares") that may be purchased pursuant to the exercise of incentive
stock options, non-qualified stock options, stock grants and stock-based awards
("Stock Rights") which may be granted to our employees, directors and
consultants. This Plan will terminate on May 13, 2015, unless terminated at an
earlier date by vote of the shareholders.

The 2005 Stock Plan is intended to (i) encourage ownership of shares by
our employees and directors of and certain consultants to the company; (ii)
induce them to work for the benefit of the company; and (iii) provide additional
incentive for such persons to promote the success of the company.

The 2005 Stock Plan is administered by the Compensation Committee of
the Board of Directors (the "Committee"). The Committee has the authority to:

1) interpret the provisions of the Plan and all Stock Rights and
to make all rules and determinations which it deems necessary
or advisable for the administration of the Plan;

2) determine which employees, directors and consultants shall be
granted Stock Rights;

3) determine the number of shares for which a Stock Right shall
be granted;

4) specify and terms and conditions upon which a Stock Right may
be granted; and

5) adopt any sub-plans applicable to residents of any specified
jurisdiction as it deems necessary in order to comply with any
tax or other laws applicable to the company.

24
<PAGE>

The Committee may amend the Plan to the extent necessary to qualify any
or all outstanding Stock Rights granted under the Plan for favorable federal
income tax treatment, and to the extent necessary to qualify the shares issuable
upon exercise of Stock Rights for listing on any national securities exchange or
quotation in any national quotation system of securities dealers. Any amendment
that the Committee determines is of a scope that requires shareholder approval
shall be subject to obtaining such shareholder approval.

The Plan contains provisions for proportionate adjustment of the number
of shares for outstanding options and the option price per share in the event of
stock dividends, recapitalizations, stock splits or combinations.

Each option granted under the Plan will be evidenced by a written
option agreement between us and the optionee. The option price of any incentive
stock option or non-qualified option may be not less than 100% of the fair
market value per share on the date of grant of the option; provided, however,
that any incentive stock option granted to a person owning more than ten percent
of the total combined voting power of the common stock will have an option price
of not less than 110% of the fair market value per share on the date of grant.
"Fair Market Value" per share as of a particular date is defined in the Plan as
the closing price of our common stock as reported on a national securities
exchange or the last transaction price on the reporting system or, if none, the
average of the closing bid and asked prices of our common stock in the
over-the-counter market or, if such quotations are unavailable, the value
determined by the Committee in its discretion in good faith.

The exercise period of incentive stock options or non-qualified options
granted under the Plan may not exceed ten years from the date of grant thereof.
Incentive stock options granted to a person owning more than ten percent of the
total combined voting power of our common stock will be for no more than five
years.

To exercise an option, the optionee must pay the full exercise price in
cash, by check or such other legal consideration as may be approved by the
Committee. Such other consideration may consist of shares of common stock having
a fair market value equal to the option price, cashless exercise, a personal
recourse note, or in a combination of cash, shares, cashless exercise and a
note, subject to approval of the Committee.

An option may not be exercised unless the optionee then is an employee,
consultant, officer, or director of our company or its subsidiaries, and unless
the optionee has remained continuously as an employee, consultant, officer, or
director of our company since the date of grant of the option. If the optionee
ceases to be an employee, consultant, officer, or director of our company or its
subsidiaries other than by reason of death, disability, or for cause, all
options granted to such optionee, fully vested to such optionee but not yet
exercised, will terminate three months after the date the optionee ceases to be
an employee, consultant, officer or director of our company.

If the employee is terminated "for cause" (as that term is defined in
the Plan), such employee's options will terminate immediately on the date the
optionee ceases employment or association.

If an optionee dies while an employee, consultant, officer or director
of our company, or if the optionee's employment, consultant, officer, or
director status terminates by reason of disability, all options theretofore
granted to such optionee, whether or not otherwise exercisable, unless earlier
terminated in accordance with their terms, may be exercised at any time within
one year after the date of death or disability of said optionee, by the optionee
or by the optionee's estate or by a person who acquired the right to exercise
such options by bequest or inheritance or otherwise by reason of the death or
disability of the optionee.

Each offer of a stock grant to a participant shall state the date prior
to which the stock grant must be accepted by the participant, and a written
agreement shall set forth the purchase price per share, if any, of the shares
covered by the stock grant, the number of shares covered by the stock grant, and
the terms of any right of the company to restrict or reacquire the shares
subject to the stock grant. A participant shall accept a stock grant by
executing the applicable agreement and delivering it the company, together with
payment for the full purchase price, if any. Payment may be made by cash, check,
shares of common stock having a fair market value equal to the purchase price, a
personal recourse note, or a combination of the foregoing.

Stock Rights granted under the Plan are not transferable other than by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or the rules thereunder. Stock

25
<PAGE>

Rights may only be exercised or accepted during the participant's lifetime by
the participant and thereafter only by his legal representative. A participant
to whom a Stock Right has been granted has no rights as a shareholder with
respect to any shares covered by a Stock Right until the exercise of the option
or acceptance of the stock grant..

As a condition to the exercise or acceptance of a Stock Right or upon
the lapsing of any right of repurchase, we may withhold the amount of our
required tax withholding liability. We, to the extent permitted or required by
law, may deduct a sufficient number of shares due to the optionee to allow us to
pay such withholding taxes.

As of October 31, 2005, no Stock Rights had been granted under the
Plan.

In connection with the acquisition of WBSI, we issued the following
stock options to replace those that had been issued by WBSI prior to the
consummation of the acquisition:

------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES EXERCISE
OPTIONEE COVERED BY OPTION PRICE EXPIRATION DATE VESTING
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Don Christensen 90,000 $0.25 04/30/2010 30,000 vested; 30,000 vesting
4/30/2006; 30,000 vesting
4/30/2007
------------------------------------------------------------------------------------------------------------------
Frank Deleo 90,000 $0.25 04/30/2010 30,000 vested; 30,000 vesting
4/30/2006; 30,000 vesting
4/30/2007
------------------------------------------------------------------------------------------------------------------
Raymond Podjasek 30,000 $0.25 04/30/2010 30,000 vested
------------------------------------------------------------------------------------------------------------------
Robert Kane 90,000 $0.25 04/30/2010 30,000 vested; 30,000 vesting
4/30/2006; 30,000 vesting
4/30/2007
------------------------------------------------------------------------------------------------------------------
Art Boorujy 200,000 $0.25 04/30/2010 100,000 vested; 100,000 vesting
4/30/2006
------------------------------------------------------------------------------------------------------------------
W. Earl Somerville 200,000 $0.25 04/30/2010 100,000 vested; 100,000 vesting
4/30/2006
------------------------------------------------------------------------------------------------------------------
Jack Herman 300,000 $0.25 04/30/2010 100,000 vested; 100,000 vesting
4/30/2006; 100,000 vesting
4/30/2007
------------------------------------------------------------------------------------------------------------------
Edward Weisberg 90,000 $1.12 09/28/2010 30,000 vested; 30,000 vesting
9/28/2006; 30,000 vesting
9/28/2007
------------------------------------------------------------------------------------------------------------------

</TABLE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides certain information as to our officers and
directors individually and as a group, and the holders of more than 5% of our
common stock, as of December 23, 2005.

AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1> BENEFICIAL OWNERSHIP (2)<F2> PERCENT OF CLASS (2)<F2>
-------------------------------------------- ---------------------------- ------------------------
<S> <C> <C>
Art Boorujy 2,100,000 (4)<F4> 13.9%
3801 East Florida Avenue, #400
Denver, Colorado 80210

Steve Bederman 2,000,000 (3)<F3> 13.3%
3025 S. Parker Road, Suite 925
Aurora, CO 80014

James P.R. Samuels 1,670,000 (5)<F5> 12.0%
3801 East Florida Avenue, #400
Denver, Colorado 80210

26
<PAGE>

<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1> BENEFICIAL OWNERSHIP (2)<F2> PERCENT OF CLASS (2)<F2>
-------------------------------------------- ---------------------------- ------------------------
<S> <C> <C>
Howard Mayer 1,160,000 (6)<F6> 8.5%
3200 Park Avenue 8F-1
Bridgeport, Connecticut 06604

Garry R. Kotishion 675,000 (7)<F7> 5.2%
2281 S Vaughn Way #103A
Aurora, Colorado

W. Earl Somerville 300,000 (8)<F8> 2.3%
182 Tilford Road
Oakville, Ontario L6L 4Z3 Canada

Donald A. Christensen 230,000 (9)<F9> 1.8%
48 S Evanston Way
Aurora, Colorado 80012

Frank J. Deleo 30,000 (10)<F10> 0.2%
1517 Tennison Parkway
Colleyville, Texas 76034

Robert T. Kane 30,000 (10)<F10> 0.2%
3620 Main Street
Munhall, Pennsylvania 15120

Edward J. Weisberg 30,000 (10)<F10> 0.2%
18 Whispering Pine Road
Sudbury, Massachusetts 01776

All officers and directors as a group (6 persons) 2,290,000 (11)<F11> 16.0%
--------------------
<FN>
(1)<F1> To our knowledge, except as set forth in the footnotes to this table
and subject to applicable community property laws, each person named in
the table has sole voting and investment power with respect to the
shares set forth opposite such person's name.

(2)<F2> This table is based on 13,035,526 shares of common stock outstanding as
of December 23, 2005. If a person listed on this table has the right to
obtain additional shares of Common Stock within sixty (60) days from
December 23, 2005, the additional shares are deemed to be outstanding
for the purpose of computing the percentage of class owned by such
person, but are not deemed to be outstanding for the purpose of
computing the percentage of any other person.

(3)<F3> Includes 2,000,000 shares issuable pursuant to the terms of an
agreement in principle with TouchStar Software Corporation, of which
Mr. Bederman is the president and would have voting and/or dispositive
power over the shares.

(4)<F4> Includes 2,000,000 shares issuable upon the exercise of warrants and
100,000 shares issuable upon the exercise of vested stock options.

(5)<F5> Includes 850,000 shares issuable upon exercise of warrants.

(6)<F6> Includes 560,000 shares issuable upon exercise of warrants.

(7)<F7> Includes 75,000 shares issuable upon exercise of warrants.

(8)<F8> Includes 100,000 shares issuable upon exercise of warrants and 100,000
shares issuable upon exercise of vested stock options.

27
<PAGE>

(9)<F9> Includes 100,000 shares issuable upon exercise of warrants and 30,000
shares issuable upon exercise of vested stock options.

(10)<F10>Includes 30,000 shares issuable upon exercise of vested stock options.

(11)<F11>Includes 1,270,000 shares issuable upon exercise of warrants and vested
stock options.
</FN>

</TABLE>

James P.R. Samuels may be deemed to be the "parent" of our company
within the meaning of the rules and regulations of the Securities and Exchange
Commission.

CHANGES IN CONTROL

There are no agreements known to management that may result in a change
of control of our company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our present directors, officers or principal shareholders, nor
any family member of the foregoing, nor, to the best of our information and
belief, any of our former directors, officers or principal shareholders, nor any
family member of such former directors, officers or principal shareholders, has
or had any material interest, direct or indirect, in any transaction, or in any
proposed transaction which has materially affected or will materially affect us.

FUTURE TRANSACTIONS. All future affiliated transactions will be made or
entered into on terms that are no less favorable to us than those that can be
obtained from any unaffiliated third party. A majority of the independent,
disinterested members of our board of directors will approve future affiliated
transactions.

DESCRIPTION OF SECURITIES

COMMON STOCK

We are authorized to issue up to 100,000,000 shares of common stock,
$0.001 par value per share. As of December 23, 2005, there were 13,035,526
shares of common stock outstanding, which were held of record by 292
stockholders. The holders of the common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders. We
do not have cumulative voting rights in the election of directors, and
accordingly, holders of a majority of the shares voting are able to elect all of
the directors. Subject to preferences that may be granted to any then
outstanding preferred stock, holders of common stock are entitled to receive
ratably such dividends as may be declared by the board of directors out of funds
legally available therefor as well as any distributions to the stockholders. In
the event of our liquidation, dissolution or winding up, holders of common stock
are entitled to share ratably in all of our assets remaining after payment of
liabilities and the liquidation preference of any then outstanding preferred
stock. Holders of common stock have no preemptive or other subscription of
conversion rights. There are no redemption or sinking fund provisions applicable
to the common stock.

PREFERRED STOCK

We are authorized to issue up to 25,000,000 shares of preferred stock,
$0.001 par value per share. There are no shares of preferred stock issued or
outstanding. Our board of directors has the power to fix and determine the
designations, rights, preferences, or other variations of each class or series
within each class of capital stock of the company.

WARRANTS

We have issued a total of 10,700,000 warrants, exercisable through
various dates in 2010, to purchase an aggregate of 10,700,000 shares of our
common stock for $0.25 per share.

28
<PAGE>

We also issued to Shawn and Jordan Suhrstedt warrants to purchase a
total of 400,000 shares. The warrants are exercisable for a period of three
years from closing the acquisition of Cascade Callworks Inc. and is exercisable
as to 100,000 shares at $0.50 per share and as to 300,000 shares at $0.75 per
share.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Signature
Stock Transfer, Inc. Its address is One Preston Park, 2301 Ohio Drive, Suite
100, Plano Texas 75093, and its telephone number is (972) 612-4120.

SELLING STOCKHOLDERS

This prospectus relates to the resale of 5,500,000 shares of common
stock held by existing shareholders and 12,190,000 shares issuable upon the
exercise of warrants. We are also registering 2,000,000 shares of common stock
to be issued in connection with a stock swap arrangement. We are registering the
shares in order to permit the selling shareholders to offer the shares of common
stock for resale from time to time. The selling shareholders have not had any
material relationship with us within the past three years, except as noted in
the table below.

With the exception of TouchStar Software Corporation and Shawn and
Jordan Suhrstedt, all of the selling shareholders acquired their shares (1) in
exchange for their shares of Worldwide Business Solutions Incorporated or (2)
from us in a private placement completed in September 2005. We have agreed in
principle that Touchstar Software Corporation will acquire an equity interest in
us valued at $500,000 and that we will acquire an equity interest in its
subsidiary, TouchStar International Sales Limited, also valued at $500,000. We
are registering 2,000,000 shares to be issued to TouchStar Software Corporation.
Shawn and Jordon Suhrstedt have entered into an agreement to sell Cascade
Callworks Inc. to the company. We are registering the 400,000 shares underlying
warrants which are part of the purchase price.

The table below lists the selling shareholders and other information
regarding the beneficial ownership of the common stock by the selling
shareholders. The second column lists the number of shares of common stock held.
The third column lists the shares of common stock being offered by this
prospectus by the selling shareholders.

OWNERSHIP BEFORE OFFERING OWNERSHIP AFTER OFFERING
------------------------- ------------------------

<PAGE>

<CAPTION>
OWNERSHIP BEFORE OFFERING OWNERSHIP AFTER OFFERING
------------------------- ------------------------

NUMBER OF SHARES SHARES
BENEFICIALLY REGISTERED
OWNED FOR NUMBER OF
NAME OF SELLING SHAREHOLDER (1)<F1> (2)<F2> PERCENT (3)<F3> RESALE (2)<F2> SHARES PERCENT
--------------------------- ----------- ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C>
Joselina Henriques de Silva 100,000 (5)<F5> 50,000 50,000 (5)<F5>
Jack Herman (10)<F10> 100,000 (5)<F5> 300,000 0 0%
James Hesselgrave 80,000 (5)<F5> 80,000 0 0%
Jeff D. Holcomb (11)<F11> 200,000 1.5% 200,000 0 0%
Zachary T. & Carolyn C. Holcomb 200,000 1.5% 200,000 0 0%
Houston Trust, Doug Chandler, 600,000 4.4% 600,000 0 0%
Trustee FBO Bolsover Corp. (12)<F12>
Jonathan E. Hutsler 280,000 2.1% 180,000 100,000 (5)<F5>
Mariane E. Johnson 637,500 4.8% 375,000 262,500 2.0%
Robert A. Johnson 637,500 4.8% 375,000 262,500 2.0%
Robert T. Kane (8)<F8> 30,000 (5)<F5> 90,000 0 0%
Kings Trust, Jay Leford, Trustee 400,000 3.1% 400,000 0 0%
FBO Enid Corporation (13)<F13>
Garry R. Kotishion 675,000 5.2% 75,000 600,000 4.6%
Josie Larder 500,000 3.7% 500,000 0 0%
Brian J. Mayer 200,000 1.5% 200,000 0 0%
Howard Mayer 1,160,000 8.5% 1,160,000 0 0%
Jonathan Mayer 200,000 1.5% 200,000 0 0%
Walter A. Mills Sr. 80,000 (5)<F5> 80,000 0 0%
Walter A. Mills (11)<F11> 80,000 (5)<F5> 80,000 0 0%
Corry L. Nye 675,000 4.9% 600,000 75,000 (5)<F5>
Linda D. Nye 495,000 3.8% 195,000 300,000 2.3%
Niel Patel 400,000 3.1% 400,000 0 0%
Franklin D. Patterson 200,000 1.5% 200,000 0 0%
Raymond F. Podjasek (14)<F14> 30,000 (5) 30,000 0 0%
Craig Pottenger 200,000 1.5% 200,000 0 0%
R.A. Johnson Inc. (15)<F15> 650,000 4.9% 200,000 450,000 3.4%
James P.R. Samuels (16)<F16> 1,670,000 12.0% 850,000 820,000 5.9%
Gary T. Schulwolf 200,000 1.5% 200,000 0 0%
Barry Shemaria 400,000 3.0% 400,000 0 0%
David L. Simpson 400,000 3.0% 400,000 0 0%
W. Earl Somerville (17)<F17> 300,000 2.3% 300,000 100,000 (5)<F5>
John R. Stacy 400,000 3.0% 400,000 0 0%
John Starratt 120,000 (5)<F5> 120,000 0 0%
William R. Stratton 80,000 (5)<F5> 80,000 0 0%
Shawn & Jordan Suhrstedt (18)<F18> 400,000 3.0% 400,000 0 0%
TouchStar Software Corporation (19)<F19> 2,000,000 13.3% 2,000,000 0 0%
H. Elliot Upchurch 200,000 1.5% 200,000 0 0%
John Van Kemp 400,000 3.0% 400,000 0 0%
Steven Warfield 560,000 4.2% 560,000 0 0%
Edward Weisberg (8)<F8> 30,000 (5)<F5> 90,000 0 0%
Roger W. Wilson 80,000 (5)<F5> 80,000 0 0%
Robert K. Young 80,000 (5)<F5> 80,000 0 0%
Ann Zanzinger 80,000 (5)<F5> 80,000 0 0%
------------------
<FN>
(1)<F1> To our knowledge, except as set forth in the footnotes to this table
and subject to applicable community property laws, each person named in
the table has sole voting and investment power with respect to the
shares set forth opposite such person's name.

30
<PAGE>

(2)<F2> Includes shares underlying warrants or stock options.

(3)<F3> This table is based on 13,035,526 shares of common stock outstanding as
of December 23, 2005. If a person listed on this table has the right to
obtain additional shares of Common Stock within sixty (60) days from
December 23, 2005, the additional shares are deemed to be outstanding
for the purpose of computing the percentage of class owned by such
person, but are not deemed to be outstanding for the purpose of
computing the percentage of any other person.

(4)<F4> Paul Folkman exercises voting and/or dispositive powers with respect to
these shares.

(5)<F5> Less than 1%.

(6)<F6> Chris Falco exercises voting and/or dispositive powers with respect to
these shares.

(7)<F7> Art Boorujy is the vice president - industry relations and sales for
Worldwide Business Solutions Incorporated. He has been granted options
to purchase 200,000 shares, of which 100,000 options have vested. We
are registering 200,000 shares of common stock issuable upon exercise
of the stock options and 2,000,000 shares issuable upon the exercise to
warrants.

(8)<F8> This person is a director of the company. He has been granted stock
options to purchase 90,000 shares, of which 30,000 have vested. We are
registering 90,000 shares of common stock issuable upon exercise of the
stock options.

(9)<F9> Dirk Nye exercises voting and/or dispositive powers with respect to
these shares.

(10)<F10>Jack Herman is the vice president and chief operating officer of
Worldwide Business Solutions Incorporated. He has been granted options
to purchase 300,000 shares, of which 100,000 options have vested. We
are registering 300,000 shares of common stock issuable upon exercise
of the stock options.

(11)<F11>This person is an affiliate of a registered broker-dealer and is an
underwriter with respect to the shares being offered on his behalf.
This shareholder acquired the securities in the ordinary course of
business and did not have any agreements or understandings with any
person to distribute the securities at the time of purchase.

(12)<F12>Doug Chandler exercises voting and/or dispositive powers with respect
to these shares.

(13)<F13>Jay Leford exercises voting and/or dispositive powers with respect to
these shares.

(14)<F14>This person is a former director of the company.

(15)<F15>Rex Johnson exercises voting and/or dispositive powers with respect to
these shares.

(16)<F16>James P.R. Samuels is the president and chief executive officer of the
company.

(17)<F17>W. Earl Somerville is the chief financial officer, secretary and
treasurer of the company. He has been granted stock options to purchase
200,000 shares of common stock, of which 100,000 options have vested.
We are registering 200,000 shares of common stock issuable upon
exercise of the stock options.

(18)<F18>Shawn and Jordon Suhrstedt have entered into an agreement to sell
Cascade Callworks Inc. to the company. We are registering the 400,000
shares underlying warrants which are part of the purchase price.

(19)<F19>We have agreed in principle that Touchstar Software Corporation will
acquire an equity interest in us valued at $500,000 and that we will
acquire an equity interest in its subsidiary, TouchStar International
Sales Limited, also valued at $500,000. We are registering 2,000,000
shares to be issued to TouchStar Software Corporation. Steve Bederman
exercises voting and/or dispositive powers with respect to these
shares. We have entered into a Reseller Agreement with TouchStar
Software Corporation.
</FN>

</TABLE>

31
<PAGE>

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their shares of common
stock in one or more transactions, including block transactions:

o on such public markets or exchanges as the common stock may from time
to time be trading;
o in privately negotiated transactions;
o through the writing of options on the common stock;
o in short sales; or
o in any combination of these methods of distribution.

The common stock may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale, or at negotiated prices. The shares may also be
sold in compliance with the Securities and Exchange Commission's Rule 144.

In the event of the transfer by the selling shareholders of their
shares to any pledgee, donee, or other transferee, we will amend this prospectus
and the registration statement of which this prospectus forms a part by the
filing of a post-effective registration statement in order to name the pledgee,
donee, or other transferee in place of the selling shareholder who has
transferred his shares.

The selling shareholders may also sell their shares directly to market
makers acting as principals or brokers or dealers, who may act as agent or
acquire the common stock as a principal. Any broker or dealer participating in
such transactions as agent may receive a commission from the selling shareholder
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholder will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholder to sell a specified number of shares at a stipulated price per share
and, to the extent such broker or dealer is unable to do so acting as agent for
the selling shareholder, to purchase, as principal, any unsold shares at the
price required to fulfill the respective broker's or dealer's commitment to the
selling shareholder. Brokers or dealers who acquire shares as principals may
thereafter resell such shares from time to time in transactions in a market or
on an exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay or receive commissions to or from the purchasers of such
shares. These transactions may involve cross and block transactions that may
involve sales to and through other brokers or dealers. We can provide no
assurance that all or any of the common stock offered will be sold by the
selling shareholders.

If, after the date of this prospectus, a selling shareholder enters
into an agreement to sell his shares to a broker-dealer as principal and the
broker-dealer is acting as an underwriter, we will need to file a post-effective
amendment to the registration statement of which this prospectus is a part. We
will need to identify the broker-dealer, provide required information on the
plan of distribution, and revise the disclosures in that amendment, and file the
agreement as an exhibit to the registration statement. Also, the broker-dealer
would have to seek and obtain clearance of the underwriting compensation and
arrangements from the NASD Corporate Finance Department.

We are bearing all costs relating to the registration of the common
stock, which are estimated at $40,000. The selling shareholders, however, will
pay any commissions or other fees payable to brokers or dealers in connection
with any sale of the common stock.

We are paying the expenses of the offering because we seek to: (i)
become a reporting company with the Commission under the Securities Exchange Act
of 1934 (the "1934 Act"); and (ii) enable our common stock to be traded on the
OTC Bulletin Board. We believe that the registration of the resale of shares on
behalf of existing shareholders may facilitate the development of a public
market in our common stock if our common stock is approved for trading on the
OTC Bulletin Board.

32
<PAGE>

The selling shareholders must comply with the requirements of the
Securities Act and the Securities Exchange Act in the offer and sale of the
common stock. In particular, during such times as the selling shareholders may
be deemed to be engaged in a distribution of the common stock, and therefore be
considered to be underwriters, they must comply with applicable law and may,
among other things:

o Not engage in any stabilization activities in connection with our
common stock;
o Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
o Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.

LEGAL MATTERS

Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado, has
given an opinion on the validity of the securities.

EXPERTS

The financial statements as of July 31, 2005 and for the period from
March 1, 2005 (inception) through July 31, 2005 included in this prospectus and
registration statement have been audited by Cordovano and Honeck LLP, an
independent registered public accounting firm, to the extent and for the period
indicated in their report, and are included in reliance upon such report and
upon the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

We have not previously been subject to the reporting requirements of
the Securities and Exchange Commission. We have filed with the Commission a
registration statement on Form SB-2 under the Securities Act with respect to the
shares offered hereby. This prospectus does not contain all of the information
set forth in the registration statement and the exhibits and schedules thereto.
For further information with respect to our securities and us you should review
the registration statement and the exhibits and schedules thereto. Statements
made in this prospectus regarding the contents of any contract or document filed
as an exhibit to the registration statement are not necessarily complete. You
should review the copy of such contract or document so filed.

You can inspect the registration statement and the exhibits and the
schedules thereto filed with the commission, without charge, at the office of
the Commission at 100 F Street, NE, Washington, D.C. 20549. You can also obtain
copies of these materials from the public reference section of the commission at
100 F Street, NE, Washington, D.C. 20549, at prescribed rates. You can obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The Commission maintains a web site on the Internet that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission at
http://www.sec.gov.

REPORTS TO STOCKHOLDERS

As a result of filing the registration statement, we are subject to the
reporting requirements of the federal securities laws, and are required to file
periodic reports and other information with the SEC. We will furnish our
shareholders with annual reports containing audited financial statements
certified by independent public accountants following the end of each fiscal
year and quarterly reports containing unaudited financial information for the
first three quarters of each fiscal year following the end of such fiscal
quarter.

33
<PAGE>

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm......................F-1

Balance Sheets at October 31, 2005 (unaudited) and July 31, 2005.............F-2

Statements of Operations for the three months ended October 31, 2005
(unaudited), from March 1, 2005 (inception) through July 31, 2005,
and from March 1, 2005 (inception) through October 31, 2005
(unaudited)..............................................................F-3

Statement of Changes in Shareholders' Equity for the period from March
1, 2005 (inception) through July 31, 2005 and for the three
months ended October 31, 2005 (unaudited)................................F-4

Statements of Cash Flows for the three months ended October 31, 2005
(unaudited), from March 1, 2005 (inception) through July 31, 2005,
and from March 1, 2005 (inception) through October 31, 2005
(unaudited)..............................................................F-5

Notes to Financial Statements................................................F-6

<PAGE>

To the Board of Directors and Shareholders:
Worldwide Strategies Incorporated

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the balance sheet of Worldwide Strategies Incorporated (a
development stage company) as of July 31, 2005, and the related statements of
operations, changes in shareholders' equity and cash flows for the period from
March 1, 2005 (inception) through July 31, 2005. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Worldwide Strategies
Incorporated as of July 31, 2005, and the results of its operations and its cash
flows for the period from March 1, 2005 (inception) through July 31, 2005 in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 1 to the financial statements, on July 8, 2005, the Company
entered into an Agreement and Plan of Reorganization with Worldwide Business
Solutions Incorporated.

/s/ CORDOVANO AND HONECK LLP

Cordovano and Honeck LLP
Denver, Colorado
August 29, 2005

F-1

<PAGE>

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

<TABLE>
<CAPTION>
OCTOBER 31, JULY 31,
2005 2005
--------------- ---------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash......................................................................$ 398,512 $ 423,690
Prepaid expenses.......................................................... 25,181 27,317
Travel advance............................................................ 2,500 2,500
--------------- ---------------
Total current assets.................................................. 426,193 453,507

Property and equipment, net of accumulated depreciation
of $899 (unaudited) and $49, respectively................................. 21,724 2,921
Deposits (Note 5)............................................................ 101,405 50,000
--------------- ---------------
$ 549,322 $ 506,428
=============== ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable..........................................................$ 23,448 $ 38,158
Accrued liabilities....................................................... 418 1,506
-------------- ---------------
Total current liabilities............................................. 23,866 39,664
--------------- ---------------

Shareholders' equity (Notes 2 and 3):
Preferred stock, $.001 par value; 25,000,000 shares authorized,
0- (unaudited) and -0- shares issued and outstanding, respectively..... -- --
Common stock, $.001 par value; 100,000,000 shares authorized,
13,035,526 (unaudited) and 11,055,526 shares issued and
outstanding, respectively.............................................. 13,036 11,056
Common stock subscriptions receivable..................................... -- (5,000)
Additional paid-in capital................................................ 1,227,526 784,006
Deficit accumulated during development stage.............................. (715,106) (323,298)
--------------- ---------------
Total shareholders' equity............................................ 525,456 466,764
--------------- ---------------
$ 549,322 $ 506,428
=============== ===============

</TABLE>

See accompanying notes to financial statements

F-2
<PAGE>
WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

Operating
expenses:
Salaries, benefits and payroll taxes........... 81,122 75,666 156,788
Professional and consulting fees............... 138,251 129,755 268,006
Travel......................................... 40,515 59,736 100,251
Contract labor................................. 22,500 24,000 46,500
Insurance...................................... 11,347 9,640 20,987
Depreciation................................... 850 49 899
Loss on failed acquisition (Note 6)............ 50,000 -- 50,000
Other general and administrative expenses...... 48,074 24,452 72,526
------------------ ------------------ -------------------
Total operating expenses.................. 392,659 323,298 715,957
------------------ ------------------ -------------------
Loss before income taxes.................. (391,808) (323,298) (715,106)

Income tax provision (Note 4)..................... -- -- --
------------------ ------------------ -------------------

Net loss.................................. $ (391,808) $ (323,298) $ (715,106)
================== ================== ===================

Basic and diluted loss per share.................. $ (0.03) $ (0.05)
================== ==================

Basic and diluted weighted average
common shares outstanding...................... 13,035,526 6,299,702
================== ==================

</TABLE>

See accompanying notes to financial statements
F-3

<PAGE>
WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
DEFICIT
COMMON ACCUMULATED
COMMON STOCK STOCK ADDITIONAL DURING
-------------------------- SUBSCRIPTIONS PAID-IN DEVELOPMENT
SHARES PAR VALUE RECEIVABLE CAPITAL STAGE TOTAL
------------ ----------- ------------ ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at March 1, 2005 (inception) -- $ -- $ -- $ -- $ -- $ --

March 1, 2005, sale of common
stock to founders' (Note 2)................ 5,200,000 5,200 -- -- -- 5,200
April though June 2005, sale of
common stock in private offering
at $.25 per share, net of
$65,089 of offering costs (Note 3)......... 2,520,000 2,520 (5,000) 562,391 -- 559,911
July 2005, stock issued in
recapitalization with Barnett
Energy Corp. (Note 1)............. 2,335,526 2,336 -- (2,385) -- (49)
------------ ----------- ------------ ------------- ------------- -----------
July 8, 2005, following recapitalization..... 10,055,526 10,056 (5,000) 560,006 -- 565,062

July 2005, sale of common stock in
private offering at $.25 per share,
net of $25,000 of offering costs
(Note 3)................................... 1,000,000 1,000 -- 224,000 -- 225,000
Net loss, March 1, 2005
(Inception) through July 31, 2005............ -- -- -- -- (323,298) (323,298)
------------ ----------- ------------ ------------- ------------- -----------

Balance at July 31, 2005..................... 11,055,526 11,056 (5,000) 784,006 (323,298) 466,764

August 2005, collection of common
stock subscriptions (Note 3) (unaudited)... -- -- 5,000 -- -- 5,000
August 2005, sale of common stock in
private offering at $.25 per share,
net of $49,500 of offering costs
(Note 3) (unaudited)....................... 1,980,000 1,980 -- 443,520 -- 445,500
Net loss, three months ended
October 31, 2005 (unaudited)............... -- -- -- -- (391,808) (391,808)
------------ ----------- ------------ ------------- ------------- -----------

Balance at October 31, 2005 (unaudited)...... 13,035,526 $ 13,036 $ -- $ 1,227,526 $ (715,106) $ 525,456
============ =========== ============ ============= ============= ===========
</TABLE>

See accompanying notes to financial statements

F-4

<PAGE>

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
MARCH 1, MARCH 1,
2005 2005
FOR THE THREE (INCEPTION) (INCEPTION)
MONTHS ENDED THROUGH THROUGH
OCTOBER 31, JULY 31, OCTOBER 31,
2005 2005 2005
------------------ ---------------- ----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss..................................................... $ (391,808) $ (323,298) $ (715,106)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation............................................. 850 49 899
Net liabilities acquired in Barnett recapitalization..... -- 49 49
Changes in current assets and liabilities:
Receivables, prepaid expenses and other
current assets....................................... (49,269) (79,915) (129,184)
Accounts payable....................................... (14,710) 38,158 23,448
Accrued liabilities.................................... (1,088) 1,506 418
------------------ ---------------- ----------------
Net cash used in
operating activities.......................... (456,025) (363,451) (819,476)
------------------ ---------------- ----------------

Cash flows from investing activities:
Purchases of equipment....................................... (19,653) (2,970) (22,623)
------------------ ---------------- ----------------
Net cash used in
investing activities.......................... (19,653) (2,970) (22,623)
------------------ ---------------- ----------------

Cash flows from financing activities:
Proceeds from sale of common stock........................... 500,000 880,200 1,380,200
Payments for offering costs.................................. (49,500) (90,089) (139,589)
------------------ ---------------- ----------------
Net cash provided by
financing activities.......................... 450,500 790,111 1,240,611
------------------ ---------------- ----------------

Net change in cash............................ (25,178) 423,690 398,512

Cash, beginning of period...................................... 423,690 -- --
------------------ ---------------- ----------------

Cash, end of period............................................ $ 398,512 $ 423,690 $ 398,512
================== ================ ================

Supplemental disclosure of cash flow information:
Income taxes................................................. $ -- $ -- $ --
================== ================ ================
Interest..................................................... $ -- $ -- $ --
================== ================ ================

</TABLE>

See accompanying notes to financial statements

F-5
<PAGE>

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

(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 or 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
7,720,000 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 2,335,526 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.

DEVELOPMENT STAGE

The Company is in the development stage in accordance with Statements
of Financial Accounting Standards (SFAS) No. 7 "Accounting and
Reporting by Development Stage Enterprises". As of July 31, 2005 and
October 31, 2005 (unaudited), the Company has devoted substantially all
of its efforts to financial planning, raising capital and developing
markets.

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 July 31, 2005 and
October 31, 2005 (unaudited).

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 estimated at three years. Expenditures for
additions and improvements are capitalized, while repairs and
maintenance costs are expensed as

F-6

<PAGE>
WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

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.

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. Assets to be disposed
of are reported at the lower of the carrying value or fair value, less
costs to sell.

OFFERING COSTS

The Company defers offerings 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.

STOCK-BASED COMPENSATION

The Company accounts for compensation expense for its stock-based
employee compensation plans using the intrinsic value method prescribed
in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25"), and complies 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 is 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 is
recognized on the date of grant or on the straight-line basis over the
option-vesting period. The Company accounts for stock issued to
nonemployees 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".

Pro forma information regarding the results of operations is calculated
as if the Company had accounted for its 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. Had compensation
expense been recorded based on the fair value at the grant date, and
charged to expense over vesting periods, consistent with the provisions
of SFAS 123, the Company's net loss and net loss per share would have
increased to the pro forma amounts indicated below:

F-7

<PAGE>
WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

Three Months March 1, 2005
Ended (Inception)
October 31, Through
2005 July 31, 2005
-------------- --------------
(Unaudited)
Net loss, as reported......................... $ (391,808) $ (323,298)
Decrease due to:
Employee stock options.................... (14,880) (4,650)
-------------- --------------
Pro forma net loss............................ $ (406,688) $ (327,948)
============== ==============

As reported:
Net loss per share - basic and diluted...... $ (0.03) $ (0.05)
============== ==============
Pro Forma:
Net loss per share - basic and diluted...... $ (0.03) $ (0.05)
============== ==============

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 July 31, 2005,
there were 120,000 and 8,720,000 vested common stock options and
warrants outstanding, respectively, which were excluded from the
calculation of net loss per share-diluted because they were
antidilutive. As of October 31, 2005, there were 450,000 (unaudited)
and 10,700,000 (unaudited) 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 December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets - an amendment of APB Opinion No. 29." This
Statement eliminates the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial substance.
A nonmonetary exchange has commercial substance if the future cash
flows of the entity are expected to change significantly as a result of
the exchange. This Statement is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005.
The Company does not expect application of SFAS No. 153 to have a
material affect on its financial statements.

F-8
<PAGE>
WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

which an entity incurs liabilities in exchange for goods or services
that are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments. This
Statement does not change the accounting guidance for share-based
payment transactions with parties other than employees provided in
Statement No. 123 as originally issued and EITF Issue No. 96-18. This
Statement is effective for public entities that file as small business
issuers as of the beginning of the first fiscal period that begins
after December 15, 2005. The Company will adopt SFAS 123R on August 1,
2006. The Standard provides for a prospective application. Under this
method, the Company will begin recognizing compensation cost for equity
based compensation for all new or modified grants after the date of
adoption. In addition, the Company will recognize the unvested potion
of the grant date fair value of awards issued prior to the adoption
based on the fair values previously calculated for disclosure purposes.

(2) RELATED PARTY TRANSACTIONS

On March 1, 2005, the Company sold 5,200,000 shares of its common stock
to its officers, directors and other founders for $5,200, or $.001 per
share. In connection with the stock sales, the Company issued one
warrant for each common share purchased. The warrants allow the holder
to purchase one share of common stock at a price of $.25 per share. The
warrants expire on April 30, 2010.

(3) SHAREHOLDERS' EQUITY

COMMON STOCK

From April through June 2005, the Company conducted a private placement
offering whereby it sold 2,520,000 units at a price of $.25 per unit.
Each unit consisted on one share of the Company's common stock and one
warrant to purchase another share of common stock at $.25 per share.
The warrants may be exercised over a period of five years. The Company
received net proceeds of $559,911, after deducting offering costs of
$65,089. $5,000 was not collected as of July 31, 2005 and is reported
in the accompanying financial statements as common stock subscriptions
receivable. The offering was made in reliance on exemptions from
registration contained in Section 4(2) of the Securities Act of 1933,
as amended, and Rule 506 of Regulation D promulgated thereunder.

In July 2005, the Company conducted a private placement offering
whereby it sold 1,000,000 units at a price of $.25 per unit. Each unit
consisted on one share of the Company's common stock and one warrant to
purchase another share of common stock at $.25 per share. The warrants
may be exercised over a period of five years. The Company received net
proceeds of $225,000, after deducting offering costs of $25,000. The
offering was made in reliance on exemptions from registration contained
in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
of Regulation D promulgated thereunder.

In August 2005, the Company conducted a private placement offering
whereby it sold 1,980,000 (unaudited) units at a price of $.25 per
unit. Each unit consisted on one share of the Company's common stock
and one warrant to purchase another share of common stock at $.25 per
share. The warrants may be exercised over a period of five years. The
Company received net proceeds of $445,500 (unaudited), after deducting
offering costs of $49,500 (unaudited). The offering was made in
reliance on exemptions from registration contained in Section 4(2) of
the Securities Act of 1933, as amended, and Rule 506 of Regulation D
promulgated thereunder.

F-9
<PAGE>
WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

OPTIONS GRANTED TO EMPLOYEES, ACCOUNTED FOR UNDER THE INTRINSIC VALUE
METHOD

On April 30, 2005, the Company granted four directors options to
purchase an aggregate of 360,000 shares of the Company's common stock
at an exercise price of $.25 per share. 120,000 options were fully
vested on the grant date, an additional 120,000 options vest on April
30, 2006, and the remaining 120,000 options vest on April 30, 2007. All
of the options expire on April 30, 2010. The exercise price of the
options equaled the price at which the Company was selling the stock to
unrelated third parties on the grant date. The Company's common stock
had no quoted market price on the grant date. No stock-based
compensation was recorded on the options for the period ended July 31,
2005. The options had a fair value of $.031 per share, or $11,160.

On August 18, 2005, the Company granted three officers options to
purchase an aggregate of 700,000 (unaudited) shares of the Company's
common stock at an exercise price of $.25 per share. 300,000
(unaudited) options were fully vested on the grant date, an additional
300,000 (unaudited) options vest on April 30, 2006, and the remaining
100,000 (unaudited) options vest on April 30, 2007. All of the options
expire on April 30, 2010. The exercise price of the options equaled the
price at which the Company was selling the stock to unrelated third
parties on the grant date. The Company's common stock had no quoted
market price on the grant date. No stock-based compensation was
recorded on the options for the three months ended October 31, 2005.
The options had a fair value of $.031 per share, or $21,700.

On September 30, 2005, the Company granted a director options to
purchase an aggregate of 90,000 (unaudited) shares of the Company's
common stock at an exercise price of $1.12 per share. 30,000
(unaudited) options were fully vested on the grant date, an additional
30,000 (unaudited) options vest on September 30, 2006, and the
remaining 30,000 (unaudited) options vest on September 30, 2007. All of
the options expire on September 30, 2010. The exercise price of the
options equaled the traded market price of the stock on the grant date.
No stock-based compensation was recorded on the options for the period
ended October 31, 2005. The options had a fair value of $.14 per share,
or $12,600.

The fair value of the options was estimated at the date of grant using
the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate....................... 2.70%
Dividend yield................................ 0.00%
Volatility factor............................. 0.00%
Weighted average expected life................ 5 years

Following is a schedule of changes in common stock options and warrants
from March 1, 2005 (inception) through October 31, 2005:

F-10
<PAGE>

<TABLE>
<CAPTION>
TOTAL AWARDS EXERCISABLE AWARDS
-------------------------------- --------------------------------
DESCRIPTION OPTIONS WARRANTS OPTIONS WARRANTS
-------------------------------------------------------------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Outstanding at March 1, 2005 (inception)............ - - - -
Granted............................................. 360,000 8,720,000 120,000 8,720,000
Exercised........................................... - - - -
Expired/cancelled................................... - - - -
------------- ---------------- -------------- ----------------
Outstanding at July 31, 2005........................ 360,000 8,720,000 120,000 8,720,000

Granted (unaudited)................................. 790,000 1,980,000 330,000 1,980,000
Exercised (unaudited)............................... - - - -
Expired/cancelled (unaudited)....................... (60,000) - - -
--------------- -------------- -------------- ----------------
Outstanding at October 31, 2005 (unaudited).. 1,090,000 10,700,000 450,000 10,700,000
=============== ============== ============== ================
</TABLE>

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.

(4) INCOME TAXES

A reconciliation of U.S. statutory federal income tax rate to the
effective rate follows:

Three Months March 1, 2005
Ended (Inception)
October 31, Through
2005 July 31, 2005
-------------- -----------------
(Unaudited)
U.S. statutory federal rate, graduated...... 34.72% 33.81%
Net operating loss (NOL) for which
no tax benefit is currently available... -34.72% -33.81%
-------------- -----------------
0.00% 0.00%
============== =================

At July 31, 2005, deferred tax assets consisted of a net tax asset of
$109,336, due to operating loss carryforwards of $323,298, which was
fully allowed for, in the valuation allowance of $109,336. The
valuation allowance offsets the net deferred tax asset for which it is
more likely than not that the deferred tax assets will not be realized.
The change in the valuation allowance for the period ended July 31,
2005 $109,336. The current tax benefit also totaled $109,336 for the
period ended July 31, 2005. The net operating loss carryforward expires
through the year 2025.

F-11
<PAGE>
WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

At October 31, 2005, deferred tax assets consisted of a net tax asset
of $245,391 (unaudited), due to operating loss carryforwards of
$715,106 (unaudited), which was fully allowed for, in the valuation
allowance of $245,391 (unaudited). The valuation allowance offsets the
net deferred tax asset for which it is more likely than not that the
deferred tax assets will not be realized. The change in the valuation
allowance for the three months ended October 31, 2005 $136,055
(unaudited). The current tax benefit also totaled $136,055 (unaudited)
for the three months ended October 31, 2005.

The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the deferred
tax asset will be realized. At that time, the allowance will either be
increased or reduced; reduction could result in the complete
elimination of the allowance if positive evidence indicates that the
value of the deferred tax assets is no longer impaired and the
allowance is no longer required.

Should the Company undergo an ownership change as defined in Section
382 of the Internal Revenue Code, the Company's tax net operating loss
carryforwards generated prior to the ownership change will be subject
to an annual limitation, which could reduce or defer the utilization of
these losses.

(5) LETTERS OF INTENT

CASCADE

On September 29, 2005, the Company entered into a Letter of Intent
("LOI") with Cascade Callworks, Inc. ("Cascade"), a Washington
corporation. Under the terms of the LOI, the Company would acquire
Cascade for $2.5 million, subject to detailed due diligence and
satisfactory negotiation of other terms. The Company made a $100,000
deposit toward the purchase price in October 2005. The remaining
balance on the purchase price is due at closing, which is to occur no
later than February 1, 2006.

In addition, as part of the purchase price the Company would issue
Cascade warrants to purchase 400,000 shares of the Company's common
stock, exercisable over a period of three years as follows:

a. 100,000 shares at $.50 per share;
b. 300,000 shares at $.75 per share.

TOUCHSTAR

On October 18, 2005, the Company entered into a Letter of Intent
("LOI") with the management of TouchStar Software Corporation
("TouchStar"). TouchStar owns a majority of the issued and outstanding
common shares of TouchStar International Sales Limited ("TISL"), a
Delaware corporation. Under the terms of the LOI, the Company would
issue to TouchStar that number of shares at the market price per share
on the date of transfer representing a $500,000 investment in the
Company. In exchange, TouchStar would issue to the Company 50,000
shares of TISL. Following the exchange, the Company would own five
percent of the issued and outstanding common shares of TISL.

The Company has agreed that it will register at least 2 million shares
of its common stock pursuant to a Registration Statement in order to
ensure the registration of a sufficient number of shares to meet the
$500,000 valuation of shares issued to TouchStar.

F-12
<PAGE>
WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

The Company has agreed that either through itself, a subsidiary,
affiliate, or third party, it will cause the shares issued to TouchStar
to be repurchased from TouchStar within 30 days after the effective
date of the Registration Statement at a purchase price equal to the
greater of (a) the market price of the shares held by TouchStar, or (b)
$500,000. If the repurchase does not occur within the stated period,
each party will return all shares included in the original exchange.

Cascade and TouchStar are affiliates with common management; however,
neither entity is related to the Company.

(6) BUSINESS PROCESS PROVIDER AGREEMENT

On April 28, 2005, the Company entered into a Business Process Provider
Agreement (the "Agreement") with Cleave Global E-Services Limited
("CGESL"), an Indian corporation. Under the agreement, the Company was
to market the services provided by CGESL in the United States, United
Kingdom and throughout the world on a non-exclusive basis. Contract
prices for services provided by the Company to CGESL were to be based
on future negotiations. In addition, the Company was to acquire a 20%
equity interest in CEGSL. On April 15, 2005, the value of CGESL's
business was estimated at $4 million; however, the final cost was to be
established once the Company had the resources to close the
acquisition. Upon signing the agreement, the Company paid CGESL a
$50,000 deposit toward the acquisition.

On September 21, 2005, the parties terminated the agreement and the
Company wrote-off the $50,000 deposit to "Loss on failed acquisition".

(7) COMMITMENTS

The Company has entered into noncancellable operating lease agreement
for office space. The lease commenced August 19, 2005 and expires
February 28, 2006. Rental payments under the lease are $1,390 per
month.

(8) CONCENTRATION OF CREDIT RISK FOR CASH

The Company has concentrated its credit risk for cash by maintaining
deposits in a financial institution, which may at times exceed the
amounts covered by insurance provided by the United States Federal
Deposit Insurance Corporation ("FDIC"). The loss that would have
resulted from that risk totaled $331,396 and $307,044 (unaudited),
respectively, at July 31, 2005 and October 31, 2005, for the excess of
the deposit liabilities reported by the financial institution over the
amount that would have been covered by FDIC. The Company has not
experienced any losses in such accounts and believes it is not exposed
to any significant credit risk to cash.

F-13

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the corporate laws of the State of Nevada and Article VII of the
registrant's Articles of Incorporation, the registrant has broad powers to
indemnify its directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). The registrant's Bylaws (Exhibit 3.2 hereto) also
provide for mandatory indemnification of its directors and executive officers,
and permissive indemnification of its employees and agents, to the fullest
extent permissible under Nevada law.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by the registrant in connection with the
securities being registered are as follows:

Securities and Exchange Commission filing fee........$ 2,152.69
Accounting fees and expenses......................... 9,000.00
Blue sky fees and expenses........................... 1,000.00
Legal fees and expenses.............................. 25,000.00
Transfer agent fees and expenses..................... 1,000.00
Printing expenses.................................... 1,000.00
Miscellaneous expenses............................... 847.31
------------

Total................................................$ 40,000.00
============

All amounts are estimates except the SEC filing fee. The Selling
Stockholders will be bearing the cost of their own brokerage fees and
commissions and their own legal and accounting fees.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Within the past three years, the registrant has issued and sold the
unregistered securities set forth in the tables below.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
PERSONS OR CLASS OF
DATE PERSONS SECURITIES CONSIDERATION
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
05/12/05 Carlos V. Sandoval 161,888 shares of common stock Repayment of debt in the
(officer and director at amount of $42,659
the time)
--------------------------------------------------------------------------------------------------------------------

07/8/05 34 shareholders of 7,720,000 shares of common stock Shares of Worldwide
Worldwide Business Business Solutions
Solutions Incorporated Incorporated

--------------------------------------------------------------------------------------------------------------------
07/8/05 24 holders of warrants Warrants to purchase 2,520,000 shares of Warrants of Worldwide
of Worldwide Business common stock at $0.25 per share through Business Solutions
Solutions Incorporated July 8, 2010 Incorporated
--------------------------------------------------------------------------------------------------------------------
07/8/05 13 holders of warrants Warrants to purchase 5,200,000 shares of Warrants of Worldwide
of Worldwide Business common stock at $0.25 per share for Business Solutions
Solutions Incorporated through April 30, 2010 Incorporated
--------------------------------------------------------------------------------------------------------------------

II-1

<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------------------------------------
PERSONS OR CLASS OF
DATE PERSONS SECURITIES CONSIDERATION
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

07/8/05 8 holders of stock Options to purchase 1,000,000 shares of Stock Options of
options of Worldwide common stock at $0.25 per share through Worldwide Business
Business Solutions April 30, 2010 Solutions Incorporated
Incorporated

--------------------------------------------------------------------------------------------------------------------

07/9/05 - 8/31/05 20 accredited investors Units consisting of 2,980,000 shares of $745,000
common stock and warrants to purchase
2,980,000 shares of common stock at $0.25
per share for 5 years from date of
issuance

--------------------------------------------------------------------------------------------------------------------

9/28/05 1 director Options to purchase 90,000 shares of Services as director
common stock at $1.12 per share through
September 28, 2010

--------------------------------------------------------------------------------------------------------------------
</TABLE>

No underwriters were used in the above stock transactions, except for
the placement of Units. The registrant relied upon the exemption from
registration contained in Section 4(2) and/or Rule 506 as to all of the
transactions, as the investors with either deemed to be sophisticated with
respect to the investment in the securities due to their financial condition and
involvement in the registrant's business or accredited investors. Restrictive
legends were placed on the certificates evidencing the securities issued in all
of the above transactions.

ITEM 27. EXHIBITS

--------------------------------------------------------------------------------
REGULATION S-B
NUMBER EXHIBIT
--------------------------------------------------------------------------------
2.1 Share Exchange Agreement by and between Barnett Energy
Corporation and Worldwide Business Solutions Incorporated
dated as of May 13, 2005 (1)
--------------------------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation (1)
--------------------------------------------------------------------------------
3.2 Amended Bylaws (1)
--------------------------------------------------------------------------------
5.1 Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------
10.1 2005 Stock Plan (1)
--------------------------------------------------------------------------------
10.2 TouchStar Software Corporation Reseller Agreement dated
September 14, 2005 (1)
--------------------------------------------------------------------------------
10.3 Non-Binding Letter of Intent with Cascade Callworks Inc. dated
September 29, 2005 (1)
--------------------------------------------------------------------------------

10.4 Non-Binding Letter of Intent with TouchStar Software
Corporation dated October 18, 2005
--------------------------------------------------------------------------------
10.5 Jointly Delivered Services, Sales and Operations Alliance
Agreement dated October 26, 2005 with New Tech
--------------------------------------------------------------------------------
10.6 Jointly Delivered Services, Sales and Operations Alliance
Agreement dated November 15, 2005 with Microsistemas
Gerenciales, S.A.
--------------------------------------------------------------------------------
10.7 Jointly Delivered Services, Sales and Operations Alliance
Agreement dated November 15, 2005 with United Global
Information Systems S.A.
--------------------------------------------------------------------------------

II-2
<PAGE>

--------------------------------------------------------------------------------
REGULATION S-B
NUMBER EXHIBIT
--------------------------------------------------------------------------------

10.8 Jointly Delivered Services, Sales and Operations Alliance
Agreement dated December 5, 2005 with Magellan Solutions
Outsourcing, Inc.

--------------------------------------------------------------------------------
21 Subsidiaries of the registrant
--------------------------------------------------------------------------------
23.1 Consent of Dill Dill Carr Stonbraker & Hutchings, P.C.
Reference is made to Exhibit 5.1
--------------------------------------------------------------------------------
23.2 Consent of Cordovano and Honeck LLP
--------------------------------------------------------------------------------
------------------

(1) Filed as an exhibit to the initial filing of the registration statement on
Form SB-2, File No. 333-129398, on November 2, 2005.

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of the issuer pursuant to the foregoing provisions, or
otherwise, the issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the issuer in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The Registrant hereby undertakes to:

(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section
10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

(iii) Include any additional or changed material
information on the plan of distribution.

(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.

II-3
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Denver,
State of Colorado, on January 9, 2006.

WORLDWIDE STRATEGIES INCORPORATED

By: /s/ JAMES P.R. SAMUELS
----------------------------------------
James P.R. Samuels, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>

President, Chief Executive Officer and
/s/ JAMES P.R. SAMUELS Director (Principal Executive Officer) January 9, 2006
------------------------------------
James P.R. Samuels
Vice President, Chief Financial Officer,
Secretary and Treasurer (Principal Financial
/s/ W. EARL SOMERVILLE Officer and Principal Accounting Officer) January 9, 2006
------------------------------------
W. Earl Somerville

/s/ DONALD A. CHRISTENSEN Director January 9, 2006
------------------------------------
Donald A. Christensen

/s/ FRANK J. DELEO Director January 9, 2006
------------------------------------
Frank J. Deleo

/s/ ROBERT T. KANE Director January 9, 2006
------------------------------------
Robert T. Kane

/s/ EDWARD J. WEISBERG Director January 9, 2006
------------------------------------
Edward J. Weisberg

</TABLE>

II-4
</TEXT>
</DOCUMENT>