Mail Stop 0408
January 25, 2006
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
Amendment No. 2 to Registration Statement on Form SB-2
Filed January 11, 2006
File No. 333-126793
Dear Mr. Samuels:
We have reviewed your amendment 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. We note your response to our prior comment no. 1. Please
identify
all shares purchased by officers and directors in the recent
private
placement.
Prospectus Summary, page 3
2. Please revise to explain at greater length the company`s
current
situation. For example, briefly summarize the history of the
company. Disclose that it is not currently operational, and
explain
what activities the company has been involved in since the merger
with WBSI. Disclose, for example, that the agreements with the
various affiliated call centers were all made since October 2005,
and
that no revenues have been generated through those call centers.
Clarify the source of the disclosed $2,500 in revenues and when
you
expect to obtain revenues from the activities described in this
section.
3. If you intend to expand beyond the specific projects described,
please so indicate. That is, do you intend in the forseeable
future
to become affiliated with additional call centers, acquire
additional
call centers in addition to Cascade, or build any of your own
centers
apart from the one planned in Vancouver?
4. We note the first two sentences in the third main paragraph in
response to our prior comment 13. Do you mean to say that if you
do
not complete the Cascade acquisition, your primary long-term
source
of revenues will be from marketing the services of your affiliated
call centers? If you have intentions to expand beyond those
immediate plans discussed here, please explain what you foresee in
the longer-term as your primary source of revenues.
5. Please explain why the company has chosen to conduct a
secondary
offering rather than sell stock directly to the public.
6. In light of your statement regarding your dependency on the
sales
of your securities in order to continue your operations, please
disclose the source or sources of funds on which you expect to
rely
in the forseeable future.
7. Please revise to disclose more precisely the nature of your
agreements concerning Cascade and Touchstar, for example, that you
have signed a non-binding letter of agreement with Cascade.
Risk Factors, page 5
8. We note your response to our prior comment no. 18. Please
revise
the sentence referred to "our other filings with the SEC" to avoid
the suggestion that you currently have other filings in addition
to
the registration statement.
Plan of Operation, page 10
9. Please refer to prior comment 24 and revise to disclose the
penalties which the Company will incur in the event that the
acquisition is not completed.
10. We note your response to our prior comment no. 4. Please
revise
to present your business plan in broader terms. That is, rather
than
simply address your plans for the next five to
six months, explain what will be required for the company to
become
operational and successful. In particular, please address
specifically such financial issues as:
* the expected source of funds;
* the expected first date of revenues; and
* the costs associated with each of your milestones.
Liquidity and Capital Resources, page 11
11. You disclose a private placement consisting of 1,980,000
shares
and warrants that closed in September, 2005. Is this the same
placement listed in your Recent Sales section that ended on August
31, 2005? If so, the number of shares and the consideration do
not
agree. Please revise or advise.
Selling Stockholders, page 28
12. Please revise to clarify which shareholders received their
shares
in exchange for their shares of WBSI and which received them in
the
September 2005 private placement.
Financial Statements
General
13. Please amend your filing to include audited financial
statements
that are as of a date within 135 days of the filing of your next
amendment. Refer to Item 310 of Regulation S-B.
Statement of Operations, page F-3
14. Please revise your statement of operations to appropriately
label
this financial information.
Note 1: Organization, Basis of Presentation, and Summary of
Significant Accounting Policies
15. Please revise your footnote to include a discussion of your
accounting policies for revenue recognition. Refer to APB 22.
Also,
revise MD&A to provide an expanded discussion of the specific
nature
of your revenues earned to date.
Legality Opinion
16. Revise to indicate the body of law being opined upon. There
does
not appear to be any revision in Exhibit 5.1 in response to our
prior
comment 46.
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.
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
January 25, 2006
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