Worldwide Holdings Delaware Corp – ‘PRE 14C’ for 11/20/03

On:  Monday, 11/24/03, at 3:43pm ET   ·   For:  11/20/03   ·   Accession #:  1019687-3-2390   ·   File #:  33-24108-D

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement                6     21K 

Document Table of Contents

PRE 14C
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C INFORMATION

CURRENT REPORT

 PURSUANT TO SECTION 14C
of the
 SECURITIES EXCHANGE ACT OF 1934

 Date of Report: November 20, 2003

Worldwide Holdings Delaware, Corp.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

Delaware  
298159N                                          87-0453832       
    --------------                          ------------------------------------
    (CUSIP Number)                          (IRS Employer Identification Number)

 c/o Martin Wozniak, President
 2121 Army Trail Rd., #105
 Addison, IL 60101
(Address of principal executive offices)

(630) 705-1696
(Registrant's telephone number, including area code)

 WE ARE NOT ASKING YOU FOR A PROXY
 AND
YOU ARE REQUESTED NOT TO SEND US A PROXY

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Check the appropriate box:                                                      
[X] Preliminary Information Statement                                           
[ ] Confidential, for Use of the Commission Only                                
(as permitted by Rule 14c-5(d)(2)                                       
[ ] Definitive Information Statement                                            

 -------------------
WORLDWIDE HOLDINGS DELAWARE, CORP.

(Name of Registrant as Specified in its Charter)
--------------------

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            
[ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.     
    1) Title of each class of securities to which transaction applies:
 2) Aggregate number of securities to which transaction applies:
     3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 0                   
4) Proposed maximum aggregate value of transaction: 0         
5) Total fee paid:                                            

[ ] Fee paid previously with preliminary materials.                             
[ ] Check box if any part of the fee is offset as provided by Exchange Act      
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.             
1) Amount Previously Paid:                                  
2) Form, Schedule or Registration No.:                      
3) Filing Party:                                            
4) Date Filed                                               

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 WORLDWIDE HOLDINGS DELAWARE, CORP
 c/o Martin Wozniak, President
 2121 Army Trail Rd., #105
 Addison, IL 60101

 Notice of Action by Written Consent
 of a Majority of the Outstanding Common Stock
to be taken on December 22, 2003

To the Stockholders of Worldwide Holdings Delaware, Corp.:                      

Notice is hereby given that The Company proposes that it conduct a 1 for 25,000 
reverse-split of its common stock, such that every current shareholder of the   
Company's common stock shall be issued one share of the Company's $0.001 common 
voting stock in exchange for every 25,000 shares of the Company's $0.001 common 
voting stock held as of the record date, with fractional shares being rounded up
to the next whole share. The number of authorized shares would remain the same  
(10,000,000,000). The reverse-split will occur on or after December 22, 2003    
pursuant to action taken by a majority of shareholders on December 22, 2003.    

Onlystockholders of record at the close of business on November 20, 2003 shall
be given Notice of the Action by Written Consent. The Company will not
solicit proxies.

                                          By Order of the Board of Directors

                                              /s/ Martin Wozniak
                                                --------------------
                                                     Martin Wozniak, President

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This information statement is being furnished to all holders of the common stock
of Worldwide Holdings Delaware, Inc. , a Delaware corporation ("Worldwide")in   
connection with the Proposed Action by Written Consent to effect a one (1) for  
twenty-five thousand (25,000) reverse-split of the $0.001 par value common stock
of Worldwide for all shareholders of record on November 20, 2003, with          
fractional shares being rounded up to the next whole share.                     

 ITEM 1.

 INFORMATION STATEMENT

This information statement is being furnished to all holders of the common stock
of Worldwide, in connection with the resolutions of the Board of Directors of   
Worldwide providing for approval of a one (1) for twenty-five Thousand (25,000) 
reverse-split of the 0.001 par value common stock of Worldwide for all          
shareholders of record on November 20, 2003, with fractional shares being       
rounded up to the next whole share. This action is being taken to provide a     
higher per share trading value of the Company's publicly traded shares, to      
provide additional authorized but unissued shares of the Company's common stock 
for future use by the Company Board of Directors to conduct the affairs of the  
Company, and to facilitate the business operations of the Company.              

The Board of Directors and a person owning the majority of the outstanding      
voting securities of Worldwide have unanimously adopted, ratified and approved  
resolutions to effect the reverse-split. No other votes are required or         
necessary. See the caption "Vote Required for Approval," below. The             
reverse-split will be filed and become effective on December 22, 2003.          

The Form 10-QSB filed by Worldwide with the Securities and Exchange Commission  
may be viewed on the Securities and Exchange Commission's web site at           
www.sec.gov in the Edgar Archives. Worldwide is not presently "current" in the  
filing of all reports required to be filed by it. See the caption "Additional   
Information," below.                                                            

DISSENTEER'S RIGHTS OF APPRAISAL

The General Corporation Law of the State of Delaware ("the Delaware Law") does  
not provide for dissenter's rights of appraisal in connection with the          
reverse-split.                                                                  

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 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors has fixed the close of business on November 20, 2003 as  
the record date for the determination of the common shareholders entitled to    
notice of proposed action by written consent.                                   

At the record date, the Company had outstanding 1,219,644,662 shares of $0.001  
par value common stock. One shareholder holds a controlling interest of seventy 
six and 7/10th's (76.662%) shares of the $0.001 par value common stock of the   
Company as of the record date, representing more than a majority of the         
company's outstanding common stock. The shareholder, Martin H. Wozniak has      
consented to the action required to effect the proposed amendment to the        
Company's Articles of Incorporation. This consent will be sufficient, without   
any further action, to provide the necessary stockholder approval of the action.

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, 
DIRECTORS AND FIVE PERCENT STOCKHOLDERS 

The following table sets forth information about the beneficial ownership of the
Company's Common Stock, (no shares of preferred stock are outstanding) as of    
November 20, 2003 by (i) each person who is known by the Company to own         
beneficially more than five percent (5%) of the outstanding shares of Common    
Stock; (ii) each of the Company's named Executive Officers and Directors; and   
(iii) all Directors and Executive Officers as a group:                          

                                                        [Enlarge/Download Table]


Title of Class  Name and Address of Beneficial  Amount and nature of  Percent of Class
                           Ownership            Beneficial Ownership                  

                                                                                      
   Common            Martin H. Wozniak                 935,000,000           76.662%  
   Stock             2110 North Avenue                                                
                     Waukegan, IL  60087                                              

                     Assen Mitsev                       90,000,000            7.379%  

As of November 20, 2003, the Company had 1,219,644,662 shares of its common     
voting stock issued and outstanding.                                            

VOTE REQUIRED FOR APPROVAL

Section 228 of the Delaware corporation laws provides that any action required  
to be taken at a special or annual meeting of the stockholders of a Delaware    
corporation may be taken by written consent, in lieu of a meeting, if the       
consent is signed by stockholders owning at least a majority of the voting      
power. The Shareholders of Worldwide owning a majority in excess of 50% of      
Worldwide's issued and outstanding common stock, have executed and approved the 
Shareholders' Consent Letter authorizing the replacement of Worldwide's current 
Board of Directors and executive officers (See the heading "Voting Securities   
and Principal Holders Thereof" above). No further votes are required or         
necessary to effect the proposed amendment.                                     

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The securities that would have been entitled to vote if a meeting was required  
to be held to amend the Company's Articles of Incorporation consist of issued   
and outstanding shares of the Company's $0.001 par value common voting stock    
outstanding on November 20, 2003 the record date for determining shareholders   
who would have been entitled to notice of and to vote on the proposed amendment 
to Worldwide's Articles of Incorporation.                                       

 ITEM 2.

STATEMENT THAT PROXIES ARE NOT SOLICITED

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 ITEM 3.

 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any          
substantial interest, direct or indirect, by security holdings or otherwise, in 
the proposed amendment to Worldwide's Articles of Incorporation or in any action
covered by the related resolutions adopted by the Board of Directors, which is  
not shared by all other stockholders.                                           

ADDITIONAL INFORMATION

Additional information concerning Worldwide , including its Form 10-SB initial  
registration statement and quarterly reports on Form 10-QSB for the past two    
quarters, which have been filed with the Securities and Exchange Commission, may
be accessed through the EDGAR archives, at www.sec.gov.                         

Dated: November 20, 2003                                                        

                                          By Order of the Board of Directors

                           /Martin H. Wozniak/
                                           -----------------------------------
                                    Martin H. Wozniak, President

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
		12/22/03		3		4			DEF 14C
Filed on:		11/24/03
For Period End:		11/20/03		1		6			8-K
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