SecProbe.io

United States securities and exchange commission logo
June 11, 2020
Wendy Burton
Founder & Chair of the Manager
World Tree USA, LLC
1910 South Stapley Dr., Suite 221
Mesa, AZ 85204
Re:World Tree USA, LLC
Post-Qualification Amendment No. 4 to Offering Statement on Form 1-A
Filed May 28, 2020
File No. 024-11051
Dear Ms. Burton:
            We have reviewed your amendment and have the following comment.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to this comment, we may have additional comments.
Post-Qualification Amendment No. 4 to Offering Statement on Form 1-A
General
1.We note that you intend to offer the first two million units for $1.25 per unit and the
remaining five million units for $1.50 per unit, which is not permitted under Regulation A.
Please revise your offering statement to offer the units at one fixed price for the duration
of the offering. Refer to Rule 251(d)(3)(ii) of Regulation A for further guidance. If you
change the offering price in the future, you should announce any price changes in either a
post-qualification amendment or supplement, depending on the facts and circumstances at
the time of the change. Please refer to Rule 252(f)(2)(ii) and Rule 253(g)(2) of Regulation
A for further guidance.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 FirstName LastNameWendy Burton
 Comapany NameWorld Tree USA, LLC
 June 11, 2020 Page 2
 FirstName LastName
Wendy Burton
World Tree USA, LLC
June 11, 2020
Page 2
            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 Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Ada Sarmento at 202-551-3798 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Shelly Befumo