Mail Stop 0408
November 29, 2005
By U.S. Mail and Facsimile (303) 777-3823
James P. R. Samuels
President
Worldwide Strategies Incorporated
3801 East Florida Avenue, Suite 400
Denver, Colorado 80210
Re: Worldwide Strategies Incorporated
Registration Statement on Form SB-2
Filed November 2, 2005
File No. 333-126793
Dear Mr. Samuels:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We welcome any questions
you
may have about our comments or on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.
General
1. The registration of nearly 50% of the outstanding shares "at
the
market" appears to be inconsistent with Rule 415(a)(4) of
Regulation
C, which restricts the registration of an "at-the-market" offering
by
or on behalf of the Registrant to 10% of the outstanding shares
held
by non-affiliates. Please revise or provide the staff with an
analysis and authority for such resale registration. In addition,
clearly indicate on the cover page that holders will be selling
"at
the market."
2. Please provide full disclosure regarding the "stock swap
arrangement" referred to on the cover page and elsewhere.
3. We note that you describe yourself on page 4 as being a
development stage company and have no current revenues, yet in
your
business section and elsewhere you state that you are engaged in
various activities, including various "affiliated call centers."
Please revise throughout to distinguish clearly between those
services and activities in which you are currently engaged, if
any,
and those in which you plan to be engaged in the foreseeable
future.
4. Your current business plan is difficult to follow, and vague.
Revise to clarify your business plan in the form of milestones,
indicating the specific steps needed to make the company
operational
and successful, the timing of those steps in weeks, months, or
quarters, the costs, the source of funds and the expected date of
first revenues. Revise both your Summary and Business sections as
necessary.
5. Please include an updated consent from your independent
accountants in the pre-effective amendment.
6. Please update the financial statements under Item 310(g) of
Regulation S-B, as applicable.
Cover Page
7. You refer to "exercise of the warrants and stock options."
Please
revise the Prospectus Summary to describe the terms of these
securities and when they were issued.
8. Please limit the information presented to disclosure required
under Item 501 of Regulation S-K or which is otherwise key to an
investment decision. Accordingly, please delete the definitional
sentence at the top of the page.
9. We note the risk factor on page 8 stating that you expect your
shares to be quoted on the OTC Bulletin Board. Briefly disclose
the
expected timing of when the company expects its shares to trade on
the OTC Bulletin Board along with any expected hurdles that have
not
yet been met, such as the need to locate a market-maker.
Prospectus Summary, page 3
10. You state that the company is engaged in "business process
outsourcing services," and that you have affiliated call centers
in
the U.S., in Central America, and in South America. We also note
your disclosure on page 18 that you have a total of five
employees.
Please revise to disclose how many such "call centers" you have,
where they are located, and how large they are. If these call
centers are not staffed by the company`s employees, please clarify
what is meant by "affiliated."
11. Please explain the term "business process outsourcing."
Explain
more clearly what call centers are, and whether you have any
intention of expanding your services beyond providing call centers
in
the foreseeable future.
12. State clearly that the company has not begun operations and
has
received no revenues to date.
13. Briefly describe what you expect will be your primary
source(s)
of revenue.
14. Disclose that the company has limited assets and, if true,
that
it is dependent on revenue from this offering in order to be able
to
continue its operations.
15. Please update and clarify the status of your agreement with
Touchstar Software Corporation, as well as your plans to build a
call
center in Colorado Springs.
16. Please clarify your reference on page 3 to risk factors, to
state, for example, "An investment in this company is subject to
risks."
The Offering, page 3
17. Revise "Securities Outstanding" to also indicate the number of
options and warrants outstanding and the weighted average exercise
price.
Risk Factors, page 4
18. With respect to the phrase "our other filings with the SEC" in
the introductory paragraph, please tell us which filings this
refers
to. We note that under Additional Information on page 30 you
state
that you have not previously been subject to the reporting
requirement of the Commission. Please tell us if any of the
company
predecessors filed reports with the Commission.
19. Update the development stage risk as of the most recent
practicable date.
20. Revise the first risk factor on page 5 to disclose the terms
of
the transaction as well as the expected completion date.
21. Please clarify the distinction between the final and the
antepenultimate risk factors, both of which discuss dilution.
Use of Proceeds, page 8
22. You state that you "may" receive the price of any stock sold
on
the exercise of the outstanding warrants. Please disclose any
reasons why the company might not receive such funds. Otherwise,
revise to state that the company "will" receive the funds on
exercise
of the warrants and disclose the amount to be received on the
exercise of all options and warrants for which the underlying
common
stock is being registered.
Plan of Operation, page 9
23. Please clarify the status of your "proposal" to acquire a
minority interest in a call center through your UK subsidiary.
24. We note that you have entered into a definitive agreement to
acquire Cascade Callworks, Inc. Please revise here and in
footnotes
to the financial statements, as appropriate, to disclose the terms
of
this agreement, including how you intend to fund the purchase.
Liquidity and Capital Resources, page 10
25. Please revise to reconcile your disclosure here with the
information provided under Recent Sales of Unregistered
Securities.
For example, you refer here to a private placement in June 2005 of
2,520,000 shares of common stock and warrants, which does not
appear
to be listed under your Recent Sales.
Business, page 13
26. Please clarify why numerous entities would be interested in
merging with a company that had been unable to implement its
business
plan.
27. Please clarify whether you intend to branch out beyond
providing
call centers in the foreseeable future, and if not, explain why
you
present the business in the broad context of "business process
outsourcing." Consider providing a more focused discussion of the
industry niche in which you fit.
28. Please clarify the current status and expected role of your
U.K.
subsidiary. In this connection, we note that your Exhibit 21 does
not list any subsidiary in the U.K.
Touchstar Software, page 15
29. Please revise to provide an expanded discussion of the
agreement
in principle in which you and Touchstar will acquire an equity
interest in each other, including quantification of the specific
amount referenced in your disclosure.
Affiliated Call Centers, page 16
30. Please disclose how many affiliated call centers you have
agreements with, what cities they are located in, the volume of
business you have done with them to date, the duration of the
agreements made, and whether your relationship with them is
exclusive
or non-exclusive.
31. We note that you discuss the acquisition of Cascade Callworks
under the subheading Affiliated Call Centers. Do you anticipate
conducting the majority of your business in the foreseeable future
through affiliated call centers or through centers acquired by the
company?
32. You refer to "our agreements with our affiliated call
centers."
Please file any such written agreements as exhibits to your
registration statement.
Sales and Marketing, page 16
33. Please revise this section to clarify your expected marketing
practices. The first paragraph is written with unclear jargon and
abstract language, making it difficult to understand clearly. For
example, what does it mean to "focus on large enterprise
customers"?
What are channel sales? What do you mean by "direct entree" into
targeted enterprises? What type of "existing client
relationships"
are you referring to?
Employment Agreements, page 22
34. Please revise the subheading to indicate that there is only
one
material employment agreement.
Stock Option Plan, page 22
35. Please disclose all issuances to date.
Security Ownership of Certain Beneficial Owners and Management,
page
24
36. We note from the Selling Shareholders table that Shawn
Suhrstedt
is the beneficial owner of 2.4 million shares. Please revise to
include him as a principal shareholder, and tell us whether he
will
have any ongoing relationship with the company, and if so, the
nature
of that relationship.
Selling Shareholders, page 26
37. Please include a column listing the current ownership
percentage
of the selling shareholders.
38. Please disclose how the selling shareholders obtained their
shares.
39. Please advise the staff whether each selling shareholder is a
broker-dealer or an affiliate, as defined by Rule 405, of a
broker-
dealer. Please tell us whether they acquired their securities as
compensation for the professional services of the broker-dealer,
or
if the securities were acquired as investments.
40. For any registered broker-dealer who acquired the securities
to
be resold otherwise than as compensation securities for services,
revise your disclosure to identify that registered broker-dealer
as
an underwriter of the securities to be resold.
41. If any of the selling shareholders are affiliates of broker-
dealers (but not broker-dealers), then include disclosure
indicating
whether those broker-dealer affiliates:
- - purchased the securities in the ordinary course of business; and
- - at the time of the purchase, the seller had any agreements or
understandings, directly or indirectly, with any person to
distribute
the securities.
Unless you indicate that these two conditions are met, it appears
you
should indicate that the broker-dealer affiliates are
underwriters.
Please revise accordingly, or tell us why you don`t believe any
broker-dealer affiliate offering shares for resale is unable to
make
the above representations is not acting as an underwriter. We may
have further comment.
Notes to Financial Statements
General
42. Please revise to disclose and discuss the nature of the
relationship among Shawn Suhrstedt, Cascade Callworks, Touchstar,
and
your company. Refer to paragraphs 2 though 4 of SFAS 57.
Note 1: Organization and Basis of Presentation
43. Please revise to disclose the fiscal year you have elected for
reporting the results of the company`s operations, clarifying the
basis for the audited period presented.
Note 3: Stock Based Compensation, page F-7
44. Please revise your disclosure to include the requirements of
paragraph 45 of SFAS 123 in Note 1, rather than in Note 3.
Part II
Recent Sales of Unregistered Securities
45. The disclosure of each issuance should disclose the number of
purchasers, the date purchased, the terms, the exemption from
registration used, and the facts relied upon to make the exemption
available. In this regard, we note several convertible debt
issuances
missing, option issuances missing, among others. Please include
all
issuances of stock, options, and warrants including the issuances
to
the founders in March 2005.
Legality Opinion
46. Revise to indicate the body of law being opined upon.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
You may contact Margaret Fitzgerald, Staff Accountant, at
(202)
551-3556 or Paul Cline, Senior Accountant, at (202) 551-3851 if
you
have questions regarding any matters relating to the financial
statements and related matters. Please contact Gregory Dundas at
(202) 551-3436 or me at (202) 551-3434 with any other questions.
Sincerely,
Michael Clampitt
Senior Attorney
cc: Fay M. Matsukage, Esq.
Dill Dill Carr Stonbraker & Hutchings, P.C.
455 Sherman Street, Suite 300
Denver, Colorado 80203
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James P.R. Samuels
Worldwide Strategies Incorporated
November 29, 2005
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