United States securities and exchange commission logo
July 6, 2020
Ryohei Uetaki
President, Chief Executive Officer, and Chief Financial Officer
World Scan Project, Inc.
2-18-23 Nishiwaseda, Shinjuku-Ku
Tokyo, 162-0051, Japan
Re: World Scan Project,
Inc.
Registration
Statement on Form S-1
Filed June 12, 2020
File No. 333-239119
Dear Mr. Uetaki:
We have reviewed your registration statement and have the
following comments. In
some of our comments we may ask you to provide us information so that we
may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe that our comments apply to
your facts and
circumstances or do not believe that an amendment is appropriate, please
tell us why in your
response.
After reviewing any amendment to your registration statement and
the information that
you provide in response to these comments, we may have additional
comments.
Registration Statement on Form S-1 filed June 12, 2020
General
1. Please revise your
registration statement to provide updated financial statements and
related disclosures as
required by Rule 8-08 of Regulation S-X.
The Company, page 2
2. Please clarify that
World Scan Project, Inc. is a holding company whose business is
conducted through its
wholly owned subsidiary, World Scan Project Corporation. We
note the disclosure on
page 16.
Competition from both large, established industry participants..., page
6
Ryohei Uetaki
FirstName
World ScanLastNameRyohei Uetaki
Project, Inc.
Comapany
July 6, 2020NameWorld Scan Project, Inc.
July 6,2 2020 Page 2
Page
FirstName LastName
3. Given that your primary business focus is the development and
manufacture of
autonomous aerial vehicles such as drones, the relevance of the
reference to competition
from large multinational wine companies is unclear. Please revise.
The recently enacted Jobs Act will allow the company to postpone the date...,
page 8
4. Disclosure that you have elected not to opt out of the extension of
time to comply with
new or revised accounting standards is inconsistent with disclosures
on pages 9 and 14
that you have opted to take advantage of the extended period to comply
with new or
revised accounting standards. Please reconcile the disclosures.
Management's Discussion and Analysis, page 15
5. Given your auditor's going concern opinion and the uncertainty of your
continued
existence, please provide prominent disclosure of your financial
difficulties and your
plans to overcome those difficulties, including a discussion of your
ability or inability to
produce sufficient cash to support operations during the next 12
months. Additionally,
please elaborate on your plan of operations for the next 12 months,
including steps or
milestones for achieving each individual component, the known or
estimated costs of each
individual component, and the material risks associated with each
individual component.
Recent Sales of Unregistered Securities, page 29
6. For the securities issued by the company, please indicate the section
of the Securities Act
or the rule of the Commission upon which exemption from registration
was claimed.
Additionally, state briefly the facts relied upon to make the
exemption available. See Item
701(d) of Regulation S-K.
Exhibits to Registration Statement, page 29
7. Please file as exhibits to the registration statement each of these
documents, or tell us why
you are not required to do so:
a specimen of your common stock certificate;
your January 25, 2020 share contribution agreement with Mr. Ryohei
Uetaki;
your March 1, 2020 product sales agreement with Drone Net Co.
Ltd.;
your March 1, 2020 memorandum of understanding with Drone Net Co.
Ltd.;
your March 3, 2020 consulting agreement with Pine Hill
Productions, Inc.;
your March 4, 2020 OEM agreement with G-Force, Inc.; and
the lease agreement for your Tokyo office.
Note 2 - Summary of Significant Accounting Policies
Recently Issued Accounting Pronouncements, page F-7
8. Please revise your footnote to discuss how Topic 606 Revenue from
Contracts with
Customers and Topic 842 Leases might impact your financial
statements. Your
discussion should also specifically address when you intend to adopt
these standards,
Ryohei Uetaki
World Scan Project, Inc.
July 6, 2020
Page 3
given that you have elected as an emerging growth company to defer the
transition period
for new or revised accounting standards. Please refer to SAB Topic 11M
for guidance.
This comment also applies to your disclosures in MD&A.
Note 7 Subsequent Events, page F-8
9. Please provide the subsequent event disclosures required by ASC
855-10-50-1. This
comment also applies to Note 7 on page F-16.
Exhibit 5.1
Legality Opinion, page 1
10. To be executed, the legality opinion also must be dated. Please file a
revised legality
opinion.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment before the requested effective date of the
registration
statement.
You may contact Dale Welcome, Staff Accountant, at (202) 551-3865 or W.
John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Jay E. Ingram, Legal Branch Chief, at (202) 551-3397 with any
other
questions.
Sincerely,
FirstName LastNameRyohei Uetaki
Division of
Corporation Finance
Comapany NameWorld Scan Project, Inc.
Office of
Manufacturing
July 6, 2020 Page 3
cc: Matthew C. McMurdo, Esq.
FirstName LastName