March 16, 2006
Mail Stop 4561
Sheldon Silverman
Chief Executive Officer
WorldTradeShow.com, Inc.
9449 Balboa Avenue, Suite 114
San Diego, CA 92123
Re: WorldTradeShow.com, Inc.
Registration Statement on Form 10-SB
Filed February 14, 2006
File no. 0-51126
Dear Mr. Silverman:
We have reviewed your filing and amendment and have the
following comments. Please note that this registration statement
goes effective by lapse of time on April 16, 2006. Please either
amend this registration statement by April 5, 2006 in order to
allow
sufficient time for review of any amendment or withdraw the
registration statement.
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 comments are 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 supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that 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 look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-SB
1. See prior comment 1 of our December 6 letter. Despite your
response to the contrary, you continue to use the safe harbor
language of the Private Securities Litigation Reform Act in the
first
paragraph under the Table of Contents. As previously noted, this
safe harbor is not available to you and you must remove all
references to that Act or make it clear each time that you
reference
it that it is unavailable to you.
Part I
Item 1. Description of Business
Background
2. Please see our prior comment 2 of our February 9, 2006 letter.
We
still have not seen the supplemental business plan. Please
provide
this.
3. Please make it clear that the value of the stock issued in the
Dudesmart transaction was $264,000.
4. Please revise your background section for clarity. For example,
when you discuss the DudeSmart acquisition you reference the WTS
Discount Card,Vietnam, and two websites (i.e., Hotels.com.vn and
Dot.vn) without any prior context. Please ensure that you update
your
business discussion to the extent practicable. In this regard, we
note several references to the 2005 time period. It also appears
that
your license agreement with Hi-Tek expired January 14, 2006, yet,
we
cannot locate any discussion of an extension.
5. We note that, other than the above agreement with Hi-Tek, there
have been no agreements filed regarding any of the financing of
WorldTradeShow`s business to date by "loans form management,
shareholders and the debt from its major vendor and majority
shareholder, Hi-Tek." If there are any written agreements with
any
of these entities, they should be filed as exhibits.
6. Please disclose whether Dudesmart has achieved operational
status
as you disclose that you anticipate in your discussion of "Assets
&
Liabilities."
Research and Development
Prior Comment Number 8
7. We reissue and clarify a portion of our prior comment. The
services performed by Hi-Tek including the development and
deployment
of your promotional web site appear to be contract services that
would fall under the guidance in paragraph 11d of SFAS 2. As
previously requested, tell us how you considered paragraph 11d of
SFAS 2 in accounting for this arrangement with Hi-Tek.
Employees and Employment Agreements
8. Please clarify which employment or consulting agreements are
currently in effect. The material terms of each such agreement
should
be set forth and the agreement should be filed as an exhibit
pursuant
to Item 601(b)(10) of Regulation S-B. In this regard, we note that
you have filed an independent contractors agreement with Sheldon
Silverman, your chief executive officer, which expired June 30,
2005.
Management`s Discussion and Analysis
9. It appears that you changed only the numbers in the "Results of
Operations" portion of this discussion and made no real effort to
address any reasons for why those numbers might have changed.
Please
revise this discussion to address the reasons for the material
changes.
10. Please present six-month data in your summary of selected
financial information.
11. Your disclosure notes that you plan to sign a renewal of your
service agreement with Hi-Tek to run for an additional 12 months
through 2006, which provides for the payment of your monthly
operating expenses and will allow you to operate without
additional
funding for the next 12 months. Please disclose the current status
of
this agreement. We are able to locate only the 2005 Hi-Tek service
agreement, which expired January 2006 (exhibit 10.6); please note
that this agreement is missing Schedule A. Further, it does not
appear to provide for any payment of expenses or rental of your
offices as stated in your disclosure.
Executive Compensation
12. The amounts shown in All Other Compensation column of the
Summary
Compensation Table for Mr. Silverman should be moved to the Other
Annual Compensation column. See Item 402(b) of Regulation S-B.
Further, the option grant table should only be shown for the past
fiscal year (i.e., April 30, 2005) and the option exercise table
should reflect options held at year end by each named executive
officer (even if there were no exercises) and the value of those -
in-
the-money. See Release No. 34-32723. See also CF Tel. Interp. J.
20.
With respect to your executive compensation information, we note
that
you disclose various fiscal year ends (i.e., April 30, December
31,
and October 31.) Please revise to refer only to your April 30
fiscal
year end.
Financial Statements, page F1
Report of Independent Public Accounting Firm
Prior Comment Number 23
13. We reissue and our prior comment number 23. Revise to include
an
auditor`s opinion on the cumulative data ("Cumulative from
inception
(September 15, 1995 to April 30, 2005") in the annual audited
financial statements.
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Polices
Revenue Recognition
Prior Comment Number 27
14. We note from your response and revised disclosures that the
Company earns commissions on room revenues. Tell us who pays the
Company commissions and the nature of the arrangements with that
entity. Further explain the Company`s basis in GAAP for
recognizing
revenue for commissions at the time customers present records of
room
reservations.
Note 3 - Intangible, long-lived assets and goodwill
Dudesmart.com
Prior Comment Number 31
15. We note your response to our prior comment and your revised
disclosures related to the Dudesmart.com transaction. As
previously
requested, tell us how you considered SFAS 142 in determining
whether
goodwill was impaired as of April 30, 2005 or October 31, 2005.
Refer to paragraphs 19 through 29 for guidance on testing goodwill
for impairment. Tell us specifically how you considered that
guidance and provide us with your analysis in concluding whether
goodwill has been impaired. Further, clarify what you mean in the
last statement of your disclosure that "[t]he Company from time to
time evaluates the fair value of its goodwill and at this time the
company feels fair market value of the goodwill."
Prior Comment Number 32
16. You response does not address how you considered the criteria
in
EITF 98-3 when concluding whether the Dudesmart.com transaction
was
an acquisition of a business or assets. In your response, provide
specific details on how you considered the criteria and what your
conclusion was based on those considerations. Further, tell us
whether the Company and Dudesmart.com were under common control at
the time of the transaction and the nature of that control
relationship. If there is a common control relationship, tell us
how
you considered paragraphs 11 and D11 through D18 of SFAS 142 in
accounting for this transaction and other transactions with
entities
with which the Company had a common control relationship.
License Agreement with Hi-Tek Multimedia, Inc
Prior Comment Number 35
17. We note your response to our prior comment. Tell us what you
mean when you state that the "prior auditor did not amortize the
licensing agreement..." In this regard, explain what accounting
functions, if any, are performed by your registered independent
public accounting firm. Further, explain what you mean when you
state that "...the company assumed to amortize its license
agreement
with its revenue stream"
Business.com.vn Marketing License Agreement
Prior Comment Number 37
18. We note your response to our prior comment. It is not evident
from your response or disclosures what service the Company is
performing to generate royalty fees from Business.com.vn other
than
paying a "marketing fee". Explain why the "Marketing Licensing
Agreement" is a revenue generating arrangement considering it does
not appear the Company is providing any services or selling any
products to earn the "royalty" from Business.com.vn.
Part III
Item 1. Exhibits
19. Exhibits must be filed as separate documents within your EDGAR
filing and the correct EDGAR document type must be used. Please
revise.
20. All agreements must be filed as exhibits in their executed
form,
not as "form of" agreements. Please revise.
21. Exhibit 4.1 must be filed. If you cannot convert the PDF
format
to one that is acceptable for filing on EDGAR, you may include a
page
labeled "Exhibit 4.1" that contains a link to a site where a copy
of
the stock certificate is available for viewing.
Signatures
22. Your signature page is dated October 17, 2005, which appears
to
relate in time to the Form 10-SB that you filed on October 19 and
then withdrew. Please revise.
General
As appropriate, please amend your filing and respond to
these
comments by April 5, 2006 or tell us when you will provide us with
a
response. 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 Jason Niethamer at (202) 551-3855 or Thomas
Ferraro, at (202) 551-3225 if you have questions regarding
comments
on the financial statements and related matters. Please contact
Hugh
Fuller, the examiner on your filing, at (202) 551-3853 or me at
(202)
551-3730 with any other questions.
Sincerely,
Barbara Jacobs
Assistant Director