United States securities and exchange commission logo
August 9, 2021
Adam Laufer
Chief Executive Officer
Worldwide Strategies Inc.
1961 NW 150 Avenue
Suite 205
Pembroke Pines, FL
Re: Worldwide
Strategies Inc.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed July 13, 2021
File No. 000-52362
Dear Mr. Laufer:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 1 to Form 10-12G
Business, page 2
1. We note that you have
generated no revenues and have had no or nominal assets and
operations to date.
Therefore, it appears that you are a shell company under Rule 12b-2 of
the Exchange Act.
Please revise to prominently disclose your shell company status in the
business section.
Additionally, revise your current risk factor disclosure on page 17 that
states that you "may be
deemed" a shell company to clearly state that you are shell
company.
Adam Laufer
FirstName
WorldwideLastNameAdam
Strategies Inc. Laufer
Comapany
August NameWorldwide Strategies Inc.
9, 2021
August
Page 2 9, 2021 Page 2
FirstName LastName
Overview, page 2
2. You state here that you currently sell your book, the Kaufmann
Protocol, online and have
a mobile application on the iOS platform. On page 4, you note that the
Kaufmann
Protocol has sold approximately 10,000 copies. Please revise your
business section to
highlight, if true, that these historical sales have not generated any
revenue for the
company, explain why they have not generated any revenue for the
company and discuss
whether you will generate revenue from future sales of the book.
Intellectual Property, page 5
3. Please summarize the material terms of your intellectual property
license agreement with
Dr. Kaufmann, including the duration of the agreement. Please refer to
Item
101(h)(4)(vii) of Regulation S-K.
Risk Factors, page 7
4. We note that each share of Series A and Series B preferred stock
entitles its holder to 6.25
and 1,000 votes, respectively. Please revise to add a risk factor
summarizing the voting
rights of your Series A and Series B preferred stock and discuss
resulting risks to you and
your common stock shareholders.
Directors and Executive Officers, page 22
5. For each director, please briefly discuss the specific experience,
qualifications, attributes
or skills that led to the conclusion that such person should serve as
a director. Please also
disclose each director s principal occupations and employment during
the past five years,
including, for Mr. Laufer, the period from December 2017 to July 2019.
Please refer to
Items 401(a), 401(b) and 401(e) of Regulation S-K.
Executive Compensation, page 22
6. Please update to provide executive compensation disclosure for the
fiscal year ended July
31, 2021. See Item 402(m) of Regulation S-K.
Recent Sales of Unregistered Securities, page 24
7. Please disclose your issuance of 270,000 shares of Class B preferred
stock. Please refer to
Item 701 of Regulation S-K. We note that on page F-19 you indicate
that you issued
270,000 shares of Convertible Series B preferred stock to the
Custodian on July 10,
2019. On page F-9, you indicate that Mr. Laufer owned 270,000 shares
of Class B
preferred stock as of July 31, 2020, and continued to hold those
270,000 shares through
April 30, 2021.
Adam Laufer
FirstName
WorldwideLastNameAdam
Strategies Inc. Laufer
Comapany
August NameWorldwide Strategies Inc.
9, 2021
August
Page 3 9, 2021 Page 3
FirstName LastName
Item 15. Financial Statements and Exhibits, page 31
8. Please list separately all financial statements filed as part of the
registration statement.
Please refer to Item 15(a) of Form 10.
General
9. On page F-11, you disclose that you entered into a binding letter of
intent to acquire a
company in the health and fitness industry on May 29, 2021. Please
revise to summarize
the binding, material terms of this letter of intent and file it as an
exhibit. Additionally,
please provide us with an update on the status of this potential
acquisition.
10. Please ensure that you accurately and consistently describe the
current status of your
business and product offerings. In this regard, you state on page 3
that you do not
currently offer molecular agents. However, disclosures elsewhere, such
as your statement
on page 5 that a majority of your products are considered dietary
supplements and your
statement on page 9 that you have changed the majority of your
capsules to a vegetable
base, suggest that you currently offer certain products. Please revise
these and other
disclosures to clarify, if true, that you do not currently offer any
molecular agents as
products.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Mitchell Austin, Staff Attorney, at (202)
551-3574 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Pavan Satyaketu