SecProbe.io

CORRESP
1
filename1.htm

Division of Corporate Finance Office of Technology

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

August 19, 2021

Re: Worldwide Strategies Incorporated.

Amendment No. 2 to Registration Statement on Form 10

Filed July 13, 2021

File No. 000-52362

Dear SEC Staff,

This letter sets forth the response of Worldwide Strategies Incorporated
(“WWSG” or the “Company”) to the Staff’s comment letter received August 9, 2021. Further,
we have filed an Amendment No. 2 to the Amended Registration Statement on Form 10 filed July 13, 2021, to address the comments as referenced
in our responses below.

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.

Response: While the Company is a development stage
company, it is not a shell company as defined in Rule 12b-2 of the Exchange Act. Rule 405 of Regulation C defines
a “shell company” as a registrant that has: (1) no or nominal operations; and (2) either (i) no or nominal
assets; assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents
and nominal other assets. The definition of a shell company under Rule 144 (i)(1) does not include a development stage company
engaged in an actual business. Footnote 172 to SEC Release No. 33-8869 (“Release 33-8869”), provides that the amendments
to Rule 144, which among other things were intended to exclude the availability of Rule 144 to securities of a shell company, were
not intended to capture a “start-up company,” or, in other words, a company with a limited operating history,
in the definition of a reporting or non-reporting shell company.” Footnote 172 also provided that the exclusion of
a “start-up company” in the definition of a shell company is based on the belief that “such a
company does not meet the condition of having “no or nominal operations.” Such footnote was intended to
address certain concerns brought forth by several commenters to Release No. 33-8869 (defining a “shell company”)
who indicated that the definition of a shell company set forth above would capture virtually every company during its startup phase
and therefore too broad.

SEC Release No. 33-8587 ("Release 33-8587"), the Commission
stated that it intentionally did not define the term "nominal" and it did not set a quantitative threshold of what constitutes
a shell company. As such, the threshold of what is "nominal: is based on the facts and circumstances of each individualized case.

The Company has been very active in its operations with respect to
developing its business plans, and has had consistent, material ongoing operations that are not nominal since the registrant’s re-organization
post custodianship.  Some of the relevant factors that the Company finds pertinent in its classification as a non-shell are, (i)
a very specific business purpose (ii) a bona fide plan of operations, (iii) revenue generation strategy, and (iv) operating expenses.

Page 2

The Company’s business plan and purpose is to market the intellectual
property as set forth in the book The Kaufmann Protocol, to develop and market a line of direct-to-consumer products, to market the company’s
mobile applications to market the existing book, to complete and publish a second, book, which is near completion, to develop additional
content for multiple audiences and to distribute said content. In furtherance of this business plan the Company has:

 a. Negotiated and executed an arms-length acquisition for the licensure of a portfolio of intellectual property developed over a decade,
and popularized on podcasts and at industry conferences, by a respected John Hopkins trained doctor, who is the chief of anesthesiology
at a major hospital. IN connection with the negotiation, we recruited the author/doctor/inventor as a co-founder.

 b. The Kaufmann Protocol, which is the central piece of the intellectual property in the portfolio is a book which is available for purchase
on Amazon.com, which has over 186 reviews, and has sold over 10,000 copies with copies sold every month since March 2018, through June
2021 which is the latest period reported;

 c. The Company continues to refine and update the algorithm which was developed and first introduced in the book and the company’s
apps;

 d. The Company currently has, and maintains apps on both the Apple App Store and the Google Play Android marketplace;

 e. We have begun and continue to assemble an advisory board of accomplished scientists and notable medical experts in the field
of aging;

 f. A second book is currently being written and almost completed;

 g. The Company is in discussions with a top 3 global talent agency for representation as a literary agent, and for general representation;

 h. Our Officers and Directors are involved in the day-to-day operations of the Company;

 i. Our co-founder, Dr. Sandra Kaufmann is actively engaged in research to supplement the IP we licensed;

 j. Dr. Kaufmann continues to market our IP by participating in podcasts and other speaking engagements.

 k. Dr. Kaufmann actively corresponds with customers and potential customers online, via email;

 l. The Company is actively entering historical customer information in a CRM
(customer relationship management platform) which is being parsed and organizer by data scientists;

 m. The Company has prepared a Form 1-A to raise capital to execute its business plan, which it intends to file after its Form 10 becomes
effective;

 n. The Company has negotiated and received an underwriting agreement with a registered broker dealer, which the company plans to execute
in connection with its filing of its Form 1-A;

 o. The Company has had conversations and negotiations for a private placement of the Company’s securities to assist in finding
the Company prior to its crowdfunding offering;

Page 3

 p. Has engaged in significant due diligence, legal, financial and technical, related to the acquisition of the target acquisition, for
which it has executed a binding letter of intent;

 q. Has a defined plan of operations;

 r. Has interviewed multiple marketing agencies and e-commerce development shops, and has received written proposals, which we plan to
execute once we raise capital from our regulation A+ tier 2 offering;

 s. The Company has begun developing a social media presence and has begun developing a website;

 t. Has audited its financial statements with a PCAOB approved auditor;

 u. Has prepared and filed this registration statement with the SEC in order to further its business goals; and,

 v. Has prepared a Form 1-A filing to engage in a crowdfunding tier 2 offering to capitalize the company in order to further execute its
business plan.

The foregoing actions taken by the Company demonstrate the Company’s
high level of commitment towards establishing a legitimate business pursing opportunities for its development. The Company is a development
stage company engaged in the further development, marketing and further commercialization of its intellectual property. Its business purpose
and plan is to build a multi-faceted health and wellness platform offering online and in person services and products. The Company has
no intention to engage in a reverse merger or acquisition with any unidentified company or companies or other entity. Therefore, the Company
is not a “shell” company, but rather a development stage company with a limited operating history. Any
finding to the contrary, mischaracterizes our business, denigrates our efforts and diminishes our ability to raise capital and will
hamper our ability to successfully execute our planned Reg A+ Tier 2 offering and other capital raising efforts.  Our efforts, progress
and development are continuous, expeditious and significant which is dispositive of a development stage company.

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.

Response: We have revised the disclosure
to reflect that we have not generated revenues from the sales of the book which predate our license agreement, and that we expect to generate
revenues from book sales which occur after the effective date of our license agreement.

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.

Response: We have revised the disclosure
to clarify what we have currently licensed and what may be covered in the future.

We do not currently own any patents, trademarks
or copyrights, however we may in the future seek intellectual property protection on certain works which we may invent author or otherwise
create, and or which may be direct and or derivative works or enhancements of the Kaufmann License.

Page 4

We have entered into a pre-paid, irrevocable worldwide
license for the Kaufmann Protocol which is the first comprehensive approach to aging that tackles why we age, and then recommends a strategic,
scientific approach to decelerate the aging process (the Kaufmann License”), with the Kaufmann Anti-Aging Institute LLC, (the Licensor”)
who owns or controls certain, know-how, trade secrets, common law copyrights and other intellectual property rights including the Licensor’s
Apple iOS and Android applications and associated source codes, the kaufmannprotocol.com domain name, and other assets, social media accounts,
related to the Kaufman Protocol. The license extends to any copyrights, patents and or trademarks which may be awarded in the future,
including existing works which may be trademarked or copyrighted under applicable laws. The domain name lifeextensions.com is owned by
our CEO, and has been made available to us at no expense for an indefinite period of time, our access to this domain name is terminable
at will by our CEO.

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.

Response: We have added the following disclosure:

The Concentration of
Our Stock Ownership Limits Our Stockholders’ Ability to Influence Corporate Matters.

Our Convertible Series A
preferred stock has 6.25 votes per share and our Convertible Series B preferred stock has 1,000 votes per share, while our common stock
has one vote per share. As of August 9, 2021, Messrs. Charan, Laufer and Dr. Kaufmann, beneficially owned 100% of our outstanding Convertible
Series B preferred stock and 70.16% of our Convertible Series A preferred stock, which represented approximately 90.92% of the voting
power of our outstanding capital stock. Messrs. Charan, Laufer and Dr. Kaufmann therefore have the voting power over all matters requiring
stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our
company or our assets, for the foreseeable future.

This concentrated control
limits or severely restricts our stockholders’ ability to influence corporate matters and, as a result, we may take actions that
our stockholders do not view as beneficial. As a result, the market price of our common stock could be adversely affected.

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.

Page 5

Response: We have amended our response to address the
comments. The gap in Mr. Laufer’s employment relates to his time managing a family office.

Adam Laufer,
Since July 20, 2019, Mr. Laufer has served as our CEO and a member of our Board of Directors. Mr. Laufer leads the strategic vision of
our company and oversees the implementation of our developing strategy and expansion as a direct-to-consumer health-tech company. Mr.
Laufer is responsible for our acquisition, financing and growth strategies. We believe that Mr. Laufer’s experience as a corporate
securities attorney, an entrepreneur, startup founder and patent holder, coupled with his previous executive positions, including CEO
and general counsel of a public company and his directorship of a 501c3 non-profit corporation, contribute to his preparedness, and his
qualification to serve as a director of the registrant. From 2017 until July 2019, and through the present day, Mr. Laufer, has principally
engaged in the management of his personal investment portfolio. From February 10, 2014 until December 15, 2017, Mr. Laufer served as chief
executive officer and a director of MJ Holdings, Inc. a publicly traded real estate holding company. From January 2009 until his resignation
in 2013, Mr. Laufer served as chairman and chief executive officer of Soleil Capital L.P., a publicly traded company. In 2013, prior to
his resignation as an executive officer and a director of Soleil Capital L.P., Mr. Laufer successfully negotiated and executed the acquisition
of a portfolio of electronic cigarette and personal vaporizer patents. Mr. Laufer co-founded Vapor Corp., an electronic cigarette company,
and from 2009-2013, Mr. Laufer served the company as an advisor and general counsel; consulting on matters of corporate strategy and regulatory
issues related to electronic cigarette products, during which time the company’s revenues grew from $1M to $23M. Mr. Laufer has
significant experience in working with start-up and development stage businesses in defining their corporate strategy, identifying funding
and growth opportunities, and in implementing liquidity strategies. Mr. Laufer is a member in good standing of the Florida Bar.

Pavan Charan. Pavan
(Satyaketu) Charan has served as our CFO and a member of our board of directors since July 2019. Mr. Charan is a serial entrepreneur and
has over twenty-five years of finance and accounting experience within the United States, Europe, Latin America and the Caribbean. Mr.
Charan has served in in the CFO capacity for several fast-growing technology companies to enable rapid, repeatable and scalable growth
and has also been involved in financial reporting, finance transformation and capital market transactions. Since 2004 Mr. Charan has served
as a Managing Director of a management advisory firm specializing in accountancy advisory for public companies, due diligence,
merger and acquisition advisory, preparation of financial statements, Sarbanes Oxley implementation, financial modeling, with an expertise
in technology implementation for enterprise clients. Earlier in his career, Pavan was a Senior Manager at KPMG, LLP where he provided
audit and advisory services to publicly and privately hel