[LETTERHEAD OF DILL DILL CARR STONBRAKER & HUTCHINGS]
CHRISTOPHER W. CARR
DANIEL J. CARR
JOHN J. COATES
KEVIN M. COATES
H. ALAN DILL
ROBERT A. DILL
455 SHERMAN STREET, SUITE 300 THOMAS M. DUNN
DENVER, COLORADO 80203 JOHN A. HUTCHINGS
PHONE: 303-777-3737 STEPHEN M. LEE
FAX: 303-777-3823 FAY M. MATSUKAGE*
ADAM P. STAPEN
JON STONBRAKER
CRAIG A. STONER
DILL DILL CARR STONBRAKER & HUTCHINGS, P.C. PATRICK D. TOOLEY
*Also licensed in Nevada
January 10, 2006
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: WORLDWIDE STRATEGIES INCORPORATED
REGISTRATION STATEMENT ON FORM SB-2
FILED ON NOVEMBER 2, 2005
FILE NO. 333-129398
Dear Mr. Clampitt:
On behalf of Worldwide Strategies Incorporated (the "Company"), Amendment No. 1
to the registration statement on Form SB-2 is being filed.
The comments of the Staff in its letter dated November 29, 2005, have been
addressed in this filing pursuant to your request. The comments are set forth
below, together with the Company's responses, which refer to the EDGAR page,
which contains revised disclosure.
To assist the staff in its review of this Amendment, we are sending two hard
copies of this letter, together with two hard copies of the Amendment, marked to
show all of the changes.
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."
RESPONSE: It is the Company's position that Rule 415(a)(4) applies only
to offerings by or on behalf of the registrant. In this case, the
registration statement covers the resale of shares in the hands of
shareholders and is not being made by or on behalf of the registrant.
The Company asserts that this is the case, even though the selling
shareholders include members of management of the Company. See. Section
D.44. of the SEC's Manual of Publicly
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
January 10, 2006
Page 2
Available Telephone Interpretations. The Company has revised the cover
page to state 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.
RESPONSE: Complied. The additional disclosure appears on pages 3 and
17.
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.
RESPONSE: As noted in the prospectus, the Company has agreements with
call centers and is actively marketing call center services. However,
it takes several months to court businesses that currently utilize call
centers to switch to a new company. It takes additional time before
revenues are generated. Once a business agrees to use the Company's
services, the services have to be tailored to that business' specific
needs. The Company is paid revenues once services are provided to the
business and the business is invoiced for the services. The foregoing
discussion has been added to MD&A.
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.
RESPONSE: Complied. This discussion appears in MD&A under "Plan of
Operation" on page 11.
5. PLEASE INCLUDE AN UPDATED CONSENT FROM YOUR INDEPENDENT ACCOUNTANTS IN
THE PRE-EFFECTIVE AMENDMENT.
RESPONSE: Complied. See exhibit 23.2.
6. PLEASE UPDATE THE FINANCIAL STATEMENTS UNDER ITEM 310(G) OF REGULATION
S-B, AS APPLICABLE.
RESPONSE: Complied. The amended registration statement includes
unaudited financial statements covering the three months ended October
31, 2005.
COVER PAGE
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
January 10, 2006
Page 3
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.
RESPONSE: Complied. See page 3.
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.
RESPONSE: Complied. See the cover 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.
RESPONSE: Complied. See page 8. At this point, the Company has
located a market-maker and does not anticipate any hurdles in the
process.
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."
RESPONSE: Complied. See page 3.
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.
RESPONSE: Complied. See page 3.
12. STATE CLEARLY THAT THE COMPANY HAS NOT BEGUN OPERATIONS AND HAS
RECEIVED NO REVENUES TO DATE.
RESPONSE: Complied. See page 3.
13. BRIEFLY DESCRIBE WHAT YOU EXPECT WILL BE YOUR PRIMARY SOURCE(S) OF
REVENUE.
RESPONSE: Complied. See page 3.
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
January 10, 2006
Page 4
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.
RESPONSE: Complied. See page 3.
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.
RESPONSE: The agreement with TouchStar Software Corporation has not
changed. It is still in the letter of intent stage. Also, the plans
regarding a call center in Colorado Springs have not changed.
16. PLEASE CLARIFY YOUR REFERENCE ON PAGE 3 TO RISK FACTORS, TO STATE, FOR
EXAMPLE, "AN INVESTMENT IN THIS COMPANY IS SUBJECT TO RISKS."
RESPONSE: Complied. See page 4.
THE OFFERING, PAGE 3
17. REVISE "SECURITIES OUTSTANDING" TO ALSO INDICATE THE NUMBER OF OPTIONS
AND WARRANTS OUTSTANDING AND THE WEIGHTED AVERAGE EXERCISE PRICE.
RESPONSE: Complied. See page 4.
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.
RESPONSE: The Company's predecessor was not subject to the filing
requirements of the Commission and did not file any reports with the
Commission. The phrase "other filings with the SEC" was included in
that paragraph as the Company anticipates that the prospectus will be
used for several months. Several months from now, the Company would
have filings with the SEC available to prospective investors for their
review.
19. UPDATE THE DEVELOPMENT STAGE RISK AS OF THE MOST RECENT PRACTICABLE DATE.
RESPONSE: Complied. See page 5.
20. REVISE THE FIRST RISK FACTOR ON PAGE 5 TO DISCLOSE THE TERMS OF THE
TRANSACTION AS WELL AS THE EXPECTED COMPLETION DATE.
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
January 10, 2006
Page 5
RESPONSE: Complied. See page 5.
21. PLEASE CLARIFY THE DISTINCTION BETWEEN THE FINAL AND THE
ANTEPENULTIMATE RISK FACTORS, BOTH OF WHICH DISCUSS DILUTION.
RESPONSE: As the subject matter of these two risk factors overlapped,
they have been combined into one risk factor. See page 8.
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.
RESPONSE: Complied. See page 9.
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.
RESPONSE: Complied. See page 11.
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.
RESPONSE: The Company has entered into a letter of intent. However, the
disclosure has been revised on page 11 to state how the Company's
intends 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.
RESPONSE: Since the acquisition of Worldwide Business Solutions
Incorporated ("WBSI") by what was formerly known as Barnett Energy
Corporation (now known as Worldwide Strategies Incorporated) was
accounted as a reverse acquisition, the legal parent, acquiring
company, and registrant is Worldwide Strategies Incorporated. However,
for accounting purposes, the acquiring company is considered to be
WBSI. Accordingly, MD&A discusses the financial statements, which
disclose WBSI's private placement.
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
January 10, 2006
Page 6
Recent Sales of Unregistered Securities discloses issuances of
securities by Worldwide Strategies from a legal standpoint. The
securities issued by WBSI as founders' stock and warrants and the
securities sold by WBSI in June 2005 were all exchanged for shares and
warrants in Worldwide Strategies in July 2005.
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.
RESPONSE: Complied. See page 14.
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.
RESPONSE: Complied. See page 14.
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.
RESPONSE: Complied. See page 14 and the revised exhibit 21.
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.
RESPONSE: Complied. See page 17.
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.
RESPONSE: Complied. See page 17.
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?
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
January 10, 2006
Page 7
RESPONSE: The Company anticipates that it will be conducting the
majority of its business through centers acquired by the Company. We
have additional disclosure to address this comment and have discussed
the acquisition of Cascade Callworks under a separate heading to avoid
confusion. See pages 17 and 18.
32. YOU REFER TO "OUR AGREEMENTS WITH OUR AFFILIATED CALL CENTERS." PLEASE
FILE ANY SUCH WRITTEN AGREEMENTS AS EXHIBITS TO YOUR REGISTRATION
STATEMENT.
RESPONSE: Complied. See exhibits 10.5 through 10.8. The Company has
a verbal agreement with Qualfon and is awaiting execution of the
written agreement.
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?
RESPONSE: Complied. See page 18.
EMPLOYMENT AGREEMENTS, PAGE 22
34. PLEASE REVISE THE SUBHEADING TO INDICATE THAT THERE IS ONLY ONE
MATERIAL EMPLOYMENT AGREEMENT.
RESPONSE: Complied. See page 24.
STOCK OPTION PLAN, PAGE 22
35. PLEASE DISCLOSE ALL ISSUANCES TO DATE.
RESPONSE: Complied. See page 26.
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.
RESPONSE: Complied. See page 26. Mr. Bederman, the president of
TouchStar Software Corporation, has been added to the table as the
beneficial owner of 2,000,000 shares. He is not expected to have an
ongoing relationship with the company, except as an officer of
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
January 10, 2006
Page 8
TouchStar Software Corporation. The Company has entered into a Reseller
Agreement with TouchStar.
SELLING SHAREHOLDERS, PAGE 26
37. PLEASE INCLUDE A COLUMN LISTING THE CURRENT OWNERSHIP PERCENTAGE OF THE
SELLING SHAREHOLDERS.
RESPONSE: Complied. See the revised table on pages 29 and 30.
38. PLEASE DISCLOSE HOW THE SELLING SHAREHOLDERS OBTAINED THEIR SHARES.
RESPONSE: Complied. See the revised disclosure on page 29.
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.
RESPONSE: To the best of the Company's knowledge, only two
shareholders, Walter A. Mills and Jeff D. Holcomb, are affiliated with
a broker-dealer. Each of Mr. Mills and Mr. Holcomb acquired his
securities in a private placement as an investor.
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.
RESPONSE: Complied. See the footnote appearing after Mr. Mills' name
on pages 30 and 31.
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.
RESPONSE: Complied. See the footnote appearing after Mr. Mills' name
on pages 30 and 31.
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
January 10, 2006
Page 9
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 THROUGH 4 OF SFAS 57.
RESPONSE: Complied. See the new Note 5. Letters of Intent on page
F-11.
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.
RESPONSE: Complied. See the additional language on page F-8.
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.
RESPONSE: Complied. See the disclosure in Note 1 on page F-8.
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.
RESPONSE: The issuances to the founders and issuances of stock options
were made by Worldwide Business Solutions Incorporated prior to its
business combination with the issuer. Accordingly, when the issuer
issued 7,220,000 shares, 7,220,000 warrants, and 1,090,000 options on
July 8, 2005, that included the issuances by Worldwide Business
Solutions made prior to that date.
LEGALITY OPINION
46. REVISE TO INDICATE THE BODY OF LAW BEING OPINED UPON.
RESPONSE: Complied. See the revised legal opinion.
Michael Clampitt
Senior Attorney
Securities and Exchange Commission
January 10, 2006
Page 10
Please contact the undersigned with any additional questions or comments you may
have.
Sincerely,
/s/ FAY M. MATSUKAGE
Fay M. Matsukage
Enclosures
Cc: Worldwide Strategies Incorporated
Cordovano and Honeck, LLP