AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3 2002

                                               REGISTRATION NO. 333-____________





                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                          WORLDWIDE MEDICAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   33-0601331
                                (I.R.S. Employer
                               Identification No.)

                            13 SPECTRUM POINTE DRIVE
                             LAKE FOREST, CA  92630
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________


                                 2001 Stock Plan
                              Employment Agreements
                            Legal Services Agreement
                            (Full Title of the Plan)

                              ____________________

                                Daniel G. McGuire
                            13 Spectrum Pointe Drive
                             Lake Forest, CA  92630
                                 (949) 598-8378
           (Name, Address, and Telephone Number of Agent for Service)


                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

<PAGE>
                                       CALCULATION  OF  REGISTRATION  FEE
<TABLE>
<CAPTION>

<S>                     <C>            <C>                         <C>                        <C>
Title of Securities     Amount to be   Proposed Maximum            Proposed Maximum           Amount of
to be Registered        Registered     Offering Price per Share    Aggregate Offering Price   Registration Fee
----------------------  -------------  --------------------------  -------------------------  -----------------

Common Stock,
par value $0.01. . . .    500,000 (2)  $                 0.23 (1)  $                 115,000  $           10.58

Common Stock,
par value $0.01. . . .    750,000 (3)  $                 0.23 (1)  $                 172,500  $           15.87


TOTAL REGISTRATION FEE     1,250,000                               $                 287,500  $           26.45
</TABLE>

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin Board on
September  25,  2002.

(2)     The  securities  to  be  registered  represent  shares  of  Common Stock
reserved  for issuance under the 2001 Stock Plan (the "Plan").  Pursuant to Rule
416,  shares of Common Stock of the Company issuable pursuant to the exercise of
awards  granted  or  to  be  granted under the Plan in order to prevent dilution
resulting  from  any future stock split, stock dividend, or similar transaction,
are  also  being  registered  hereunder.

(3)     Represents  shares  of common stock to be issued to employees, officers,
directors,  and  legal  counsel  of  the  Company.


                                        2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

Note:  The  document(s)  containing  the  information  concerning the Agreements
between Worldwide Medical Corporation ("WMED" or "Registrant") and each of Brian
A.  Lebrecht,  Daniel  G.  McGuire,  Kevin  Gadawski,  Francisco  Rojas, and TKR
Investment,  Inc.,  required by Item 1 of Form S-8 under the Securities Exchange
Act  of 1934, as amended (the "Exchange Act"), and the statement of availability
of  registrant  information,  employee  benefit  plan  annual  reports and other
information required by Item 2 of Form S-8 will be sent or given to participants
as  specified  in Rule 428.  In accordance with Rule 428 and the requirements of
Part  I  of Form S-8, such documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as  part of this registration
statement  on  Form  S-8  (the  "Registration  Statement") or as prospectuses or
prospectus  supplements pursuant to Rule 424.  WMED will maintain a file of such
documents  in  accordance  with  the provisions of Rule 428.  Upon request, WMED
shall  furnish  to  the  Commission  or its staff a copy or copies of all of the
documents  included  in  such  file.

ITEM  2.     REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.


                                        3
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     The  Registrant's  Annual  Report  on  Form  10-KSB/A for the year ended
December  31,  2001  filed  with  the  Commission  on  May  20,  2002.

(ii)     The  Registrant's Quarterly Report on Form 10-QSB for the quarter ended
June  30,  2002  filed  with  the  Commission  on  August  19,  2002.

(iii)     All  other  reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to  Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and  prior  to the filing of a post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     The  Company's  authorized  capital  stock consists of 30,000,000 shares of
Common  Stock,  par  value  $0.01.

     The holders of Common Stock are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

     The  holders  of  Common  Stock are entitled to receive, ratably, dividends
when,  as  and  if  declared  by  the  Board  of  Directors out of funds legally
available  therefore.  The current policy of the Board of Directors, however, is
to  retain  earnings,  if  any, for the operation and expansion of the Company's
business.

     Upon liquidation, dissolution, or winding up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

     The  holders  of  Common  Stock  do  not  have  preemptive,   subscription,
redemption  or  conversion rights under the Company's Articles of Incorporation,
as  amended.  There  are  no redemption or sinking fund provisions applicable to
the  Common  Stock.  The  outstanding  shares of Common Stock are fully paid and
nonassessable.


                                        4
<PAGE>

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Certain  legal matters with respect to the Common Stock offered hereby will
be  passed  upon  for  the  Company  by The Lebrecht Group, APLC, counsel to the
Company.

     Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, does not own
any  of  the Company's Common Stock or any other equity interest, other than the
100,000  shares  included  herein.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our  Certificate  of  Incorporation provides that the Company shall, to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law,
indemnify  any  and  all  persons  whom  the corporation shall have the power to
indemnify  under said Section from and against any and all expenses, liabilities
or  other  matters  referred  to  or  covered by Section 145. Our Certificate of
Incorporation  further  provides  that  such indemnification shall not be deemed
exclusive  of  any other rights to which those indemnified under Section 145 may
be  entitled  under any by-law, agreement, vote of stockholders or disinterested
directors,  or  otherwise, both as to action in his or her official capacity and
in  other  capacities  while  holding  such office. Under our charter, the above
indemnification  continues  after a person has ceased to be a director, officer,
employee  or  agent and inures to the benefit of his or her heirs, executors and
administrators.

     Section  145(a) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit,  or  proceeding,  whether civil, criminal, administrative or investigative
(other  than  an action by or in the right of the corporation), by reason of the
fact  that  he  or  she is or was a director or officer of the corporation. Such
indemnity  may be against expenses (including attorneys' fees), judgments, fines
and  amounts  paid  in settlement actually and reasonably incurred in connection
with  such  action, suit or proceeding, if the person to be indemnified acted in
good  faith and in a manner reasonably believed to be in, or not opposed to, the
best  interests  of  the corporation and, with respect to any criminal action or
proceeding,  he  or she must not have had reasonable cause to believe his or her
conduct  was  unlawful.

     Section  145(b) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the  fact  that  he  or  she  is or was a director or officer of the
corporation  (including attorneys' fees) actually and reasonably incurred by him
or her in connection with the defense or settlement of such action or suit if he
or she acted in good faith and in a manner such person reasonably believed to be
in,  or  not  opposed  to,  the  best  interest  of  the  corporation.

     Section  145(g)  of  the General Corporation Law provides in general that a
corporation shall have the power to purchase and maintain insurance on behalf of
any  person  who  is or was a director or officer of the corporation against any
liability  asserted  against  him  or  her  or  incurred  by  such person in any
capacity,  or  arising  out  of  his  or  her status as such, whether or not the
corporation  would have the power to indemnify him or her against such liability
under  the  provisions  of  the  law.

                                        5
<PAGE>

     Section  102(b)  of  the  General  Corporation  Law  permits  a  Delaware
corporation,  by  so providing in its Certificate of Incorporation, to eliminate
or  limit  the  personal  liability of a director to the corporation for damages
arising  out  of  certain  alleged  breaches  of  the  director's  duties to the
corporation.  Our  Certificate of Incorporation eliminates personal liability of
our  directors  to  the  fullest  extent  permitted  by Section 102(b)(7) of the
Delaware  General  Corporation  Law.

     The  General  Corporation Law, however, provides that no such limitation of
liability  may  affect  a  director's  liability  with  respect  to  any  of the
following:  (i)  for breach of the director's duty of loyalty to the corporation
or  its  stockholders,  (ii)  for  acts  or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payment of dividends or unlawful purchase or redemption of its capital stock, or
(iv)  for  any  transaction from which the director derived an improper personal
benefit.

ITEM  7.      EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS

3.1(1)     Articles of Incorporation of the Registrant, as amended (incorporated
           by  reference)

3.2(1)     Bylaws  of  the  Registrant  (incorporated  by  reference)

5.1        Opinion  of  The  Lebrecht  Group,  APLC

10.1(2)    2001  Stock  Plan

23.1       Consent  of  The  Lebrecht  Group,  APLC  (included  in  Exhibit 5.1)

23.2       Consent  of  Kelly  &  Company,  Certified  Public  Accountants

(1)     Incorporated  by  reference from the registrant's Registration Statement
on  Form  10-SB, as filed with the Securities and Exchange Commission on October
23,  2001.

(2)     Incorporated  by  reference from the registrant's Registration Statement
on  Form  10-KSB/A,  as filed with the Securities and Exchange Commission on May
20,  2002.


                                        6
<PAGE>
ITEM  9.     UNDERTAKINGS.

(a)     The  undersigned  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus required by section 10(a) (3) of the
     Securities  Act  of  1933;

          (ii)  To  reflect  in the prospectus any facts or events arising after
     the  effective  date  of  the  registration  statement  (or the most recent
     post-effective  amendment thereof) which, individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  and

          (iii)  To include any material information with respect to the plan of
     distribution  not previously disclosed in the registration statement or any
     material  change  to  such  information  in  the  registration  statement;
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the  registration  statement  is  on Form S-3, Form S-8 or Form F-3 and the
     information  required to be included in a post-effective amendment by those
     paragraphs  is contained in periodic reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange  Act of 1934 that are incorporated by reference in the
     registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

                                        7
<PAGE>

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers  and  controlling  persons
of the Registrant pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  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 Registrant
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 Registrant 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  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                        8
<PAGE>
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Lake Forest, State of California, on October 1, 2002.

                                    Worldwide Medical Corporation


                                    /s/ Daniel G. McGuire
                                    --------------------------------------------
                                    By:   Daniel G. McGuire
                                    Its:   President and Chief Executive Officer


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:

Signature                    Title                               Date
---------                    -----                               ----


/s/ Daniel G. McGuire        President, Chief Executive          October 2, 2002
------------------------     Officer and Director
Daniel G. McGuire


/s/ Dr. Francisco Rojas      Director                            October 2, 2002
------------------------
Dr. Francisco Rojas


/s/ G. Wendell Birkhofer     Director                            October 2, 2002
------------------------
G. Wendell Birkhofer


/s/ David M. Jeranko         Director                            October 2, 2002
------------------------
David M. Jeranko

                                        9
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 19741}]
{"company-data": {"conformed-name": "WORLDWIDE MEDICAL CORP/CA/", "cik": "0001159544", "assigned-sic": "2835", "irs-number": "621658205", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100292", "film-number": "02780992"}, "business-address": {"street1": "13 SPECTRUM POINTE DR", "city": "LAKE FOREST", "state": "CA", "zip": "92630", "phone": "9495988378"}, "mail-address": {"street1": "13 SPECTRUM POINTE DR", "city": "LAKE FOREST", "state": "CA", "zip": "92630"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3 2002

                                               REGISTRATION NO. 333-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                          WORLDWIDE MEDICAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   33-0601331
                                (I.R.S. Employer
                               Identification No.)

                            13 SPECTRUM POINTE DRIVE
                             LAKE FOREST, CA  92630
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                                 2001 Stock Plan
                              Employment Agreements
                            Legal Services Agreement
                            (Full Title of the Plan)

                              ____________________

                                Daniel G. McGuire
                            13 Spectrum Pointe Drive
                             Lake Forest, CA  92630
                                 (949) 598-8378
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240
CALCULATION  OF  REGISTRATION  FEE
Title of Securities     Amount to be   Proposed Maximum            Proposed Maximum           Amount of
to be Registered        Registered     Offering Price per Share    Aggregate Offering Price   Registration Fee
----------------------  -------------  --------------------------  -------------------------  -----------------

Common Stock,
par value $0.01. . . .    500,000 (2)  $                 0.23 (1)  $                 115,000  $           10.58

Common Stock,
par value $0.01. . . .    750,000 (3)  $                 0.23 (1)  $                 172,500  $           15.87

TOTAL REGISTRATION FEE     1,250,000                               $                 287,500  $           26.45
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin Board on
September  25,  2002.

(2)     The  securities  to  be  registered  represent  shares  of  Common Stock
reserved  for issuance under the 2001 Stock Plan (the "Plan").  Pursuant to Rule
416,  shares of Common Stock of the Company issuable pursuant to the exercise of
awards  granted  or  to  be  granted under the Plan in order to prevent dilution
resulting  from  any future stock split, stock dividend, or similar transaction,
are  also  being  registered  hereunder.

(3)     Represents  shares  of common stock to be issued to employees, officers,
directors,  and  legal  counsel  of  the  Company.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

Note:  The  document(s)  containing  the  information  concerning the Agreements
between Worldwide Medical Corporation ("WMED" or "Registrant") and each of Brian
A.  Lebrecht,  Daniel  G.  McGuire,  Kevin  Gadawski,  Francisco  Rojas, and TKR
Investment,  Inc.,  required by Item 1 of Form S-8 under the Securities Exchange
Act  of 1934, as amended (the "Exchange Act"), and the statement of availability
of  registrant  information,  employee  benefit  plan  annual  reports and other
information required by Item 2 of Form S-8 will be sent or given to participants
as  specified  in Rule 428.  In accordance with Rule 428 and the requirements of
Part  I  of Form S-8, such documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as  part of this registration
statement  on  Form  S-8  (the  "Registration  Statement") or as prospectuses or
prospectus  supplements pursuant to Rule 424.  WMED will maintain a file of such
documents  in  accordance  with  the provisions of Rule 428.  Upon request, WMED
shall  furnish  to  the  Commission  or its staff a copy or copies of all of the
documents  included  in  such  file.

ITEM  2.     REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     The  Registrant's  Annual  Report  on  Form  10-KSB/A for the year ended
December  31,  2001  filed  with  the  Commission  on  May  20,  2002.

(ii)     The  Registrant's Quarterly Report on Form 10-QSB for the quarter ended
June  30,  2002  filed  with  the  Commission  on  August  19,  2002.

(iii)     All  other  reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to  Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and  prior  to the filing of a post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     The  Company's  authorized  capital  stock consists of 30,000,000 shares of
Common  Stock,  par  value  $0.01.

     The holders of Common Stock are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

     The  holders  of  Common  Stock are entitled to receive, ratably, dividends
when,  as  and  if  declared  by  the  Board  of  Directors out of funds legally
available  therefore.  The current policy of the Board of Directors, however, is
to  retain  earnings,  if  any, for the operation and expansion of the Company's
business.

     Upon liquidation, dissolution, or winding up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

     The  holders  of  Common  Stock  do  not  have  preemptive,   subscription,
redemption  or  conversion rights under the Company's Articles of Incorporation,
as  amended.  There  are  no redemption or sinking fund provisions applicable to
the  Common  Stock.  The  outstanding  shares of Common Stock are fully paid and
nonassessable.

                                        4
ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Certain  legal matters with respect to the Common Stock offered hereby will
be  passed  upon  for  the  Company  by The Lebrecht Group, APLC, counsel to the
Company.

     Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, does not own
any  of  the Company's Common Stock or any other equity interest, other than the
100,000  shares  included  herein.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our  Certificate  of  Incorporation provides that the Company shall, to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law,
indemnify  any  and  all  persons  whom  the corporation shall have the power to
indemnify  under said Section from and against any and all expenses, liabilities
or  other  matters  referred  to  or  covered by Section 145. Our Certificate of
Incorporation  further  provides  that  such indemnification shall not be deemed
exclusive  of  any other rights to which those indemnified under Section 145 may
be  entitled  under any by-law, agreement, vote of stockholders or disinterested
directors,  or  otherwise, both as to action in his or her official capacity and
in  other  capacities  while  holding  such office. Under our charter, the above
indemnification  continues  after a person has ceased to be a director, officer,
employee  or  agent and inures to the benefit of his or her heirs, executors and
administrators.

     Section  145(a) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit,  or  proceeding,  whether civil, criminal, administrative or investigative
(other  than  an action by or in the right of the corporation), by reason of the
fact  that  he  or  she is or was a director or officer of the corporation. Such
indemnity  may be against expenses (including attorneys' fees), judgments, fines
and  amounts  paid  in settlement actually and reasonably incurred in connection
with  such  action, suit or proceeding, if the person to be indemnified acted in
good  faith and in a manner reasonably believed to be in, or not opposed to, the
best  interests  of  the corporation and, with respect to any criminal action or
proceeding,  he  or she must not have had reasonable cause to believe his or her
conduct  was  unlawful.

     Section  145(b) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the  fact  that  he  or  she  is or was a director or officer of the
corporation  (including attorneys' fees) actually and reasonably incurred by him
or her in connection with the defense or settlement of such action or suit if he
or she acted in good faith and in a manner such person reasonably believed to be
in,  or  not  opposed  to,  the  best  interest  of  the  corporation.

     Section  145(g)  of  the General Corporation Law provides in general that a
corporation shall have the power to purchase and maintain insurance on behalf of
any  person  who  is or was a director or officer of the corporation against any
liability  asserted  against  him  or  her  or  incurred  by  such person in any
capacity,  or  arising  out  of  his  or  her status as such, whether or not the
corporation  would have the power to indemnify him or her against such liability
under  the  provisions  of  the  law.

                                        5
Section  102(b)  of  the  General  Corporation  Law  permits  a  Delaware
corporation,  by  so providing in its Certificate of Incorporation, to eliminate
or  limit  the  personal  liability of a director to the corporation for damages
arising  out  of  certain  alleged  breaches  of  the  director's  duties to the
corporation.  Our  Certificate of Incorporation eliminates personal liability of
our  directors  to  the  fullest  extent  permitted  by Section 102(b)(7) of the
Delaware  General  Corporation  Law.

     The  General  Corporation Law, however, provides that no such limitation of
liability  may  affect  a  director's  liability  with  respect  to  any  of the
following:  (i)  for breach of the director's duty of loyalty to the corporation
or  its  stockholders,  (ii)  for  acts  or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payment of dividends or unlawful purchase or redemption of its capital stock, or
(iv)  for  any  transaction from which the director derived an improper personal
benefit.

ITEM  7.      EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS

3.1(1)     Articles of Incorporation of the Registrant, as amended (incorporated
           by  reference)

3.2(1)     Bylaws  of  the  Registrant  (incorporated  by  reference)

5.1        Opinion  of  The  Lebrecht  Group,  APLC

10.1(2)    2001  Stock  Plan

23.1       Consent  of  The  Lebrecht  Group,  APLC  (included  in  Exhibit 5.1)

23.2       Consent  of  Kelly  &  Company,  Certified  Public  Accountants

(1)     Incorporated  by  reference from the registrant's Registration Statement
on  Form  10-SB, as filed with the Securities and Exchange Commission on October
23,  2001.

(2)     Incorporated  by  reference from the registrant's Registration Statement
on  Form  10-KSB/A,  as filed with the Securities and Exchange Commission on May
20,  2002.

                                        6
ITEM  9.     UNDERTAKINGS.

(a)     The  undersigned  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus required by section 10(a) (3) of the
     Securities  Act  of  1933;

          (ii)  To  reflect  in the prospectus any facts or events arising after
     the  effective  date  of  the  registration  statement  (or the most recent
     post-effective  amendment thereof) which, individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  and

          (iii)  To include any material information with respect to the plan of
     distribution  not previously disclosed in the registration statement or any
     material  change  to  such  information  in  the  registration  statement;
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the  registration  statement  is  on Form S-3, Form S-8 or Form F-3 and the
     information  required to be included in a post-effective amendment by those
     paragraphs  is contained in periodic reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange  Act of 1934 that are incorporated by reference in the
     registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

                                        7
(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers  and  controlling  persons
of the Registrant pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  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 Registrant
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 Registrant 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  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                        8
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Lake Forest, State of California, on October 1, 2002.

                                    Worldwide Medical Corporation

                                    /s/ Daniel G. McGuire
                                    --------------------------------------------
                                    By:   Daniel G. McGuire
                                    Its:   President and Chief Executive Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:

Signature                    Title                               Date
---------                    -----                               ----

/s/ Daniel G. McGuire        President, Chief Executive          October 2, 2002
------------------------     Officer and Director
Daniel G. McGuire

/s/ Dr. Francisco Rojas      Director                            October 2, 2002
------------------------
Dr. Francisco Rojas

/s/ G. Wendell Birkhofer     Director                            October 2, 2002
------------------------
G. Wendell Birkhofer

/s/ David M. Jeranko         Director                            October 2, 2002
------------------------
David M. Jeranko

                                        9