United States securities and exchange commission logo





                             August 11, 2020

       Steven Rossi
       President, Secretary, and Director
       Worksport, Ltd.
       414-3120 Rutherford Road, Suite 414
       Vaughan, Ontario, Canada L4K OB2

                                                        Re: Worksport, Ltd.
                                                            Offering Statement
on Form 1-A
                                                            Filed July 15, 2020
                                                            File No. 24-11271

       Dear Mr. Rossi:

              We have reviewed your offering 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 offering 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 offering statement and
the information that
       you provide in response to these comments, we may have additional
comments.

       Offering Statement on Form 1-A Filed July 15, 2020

       General

   1.                                                   Remove from the
offering statement's facing page and the offering circular's cover page
                                                        these phrases:
                                                            "unless a
subsequent amendment is filed indicating the intention to become qualified
                                                            by operation of the
terms of Regulation A"; and
                                                            "until we file a
further amendment which specifically states that this Offering circular
                                                            shall thereafter
become effective in accordance with Section 8(a) of the Securities
                                                            Act of 1933 (the
"Securities Act")."
 Steven Rossi
FirstName
Worksport,LastNameSteven  Rossi
           Ltd.
Comapany
August 11, NameWorksport,
           2020           Ltd.
August
Page 2 11, 2020 Page 2
FirstName LastName
2.       Disclosure in Item 1 of Part I of the Form 1-A that there are
43,907,003 shares of common
         stock outstanding is inconsistent with disclosure in Item 4 of Part I
of the Form 1-A that
         there are 47,037,772 shares of common stock outstanding. Please
reconcile the
         disclosures. Additionally, ensure that the disclosures in Part I of
the Form 1-A are
         consistent with the disclosures in Part II of the Form 1-A.
Cover Page of Offering Circular, page 1

3.       Disclosure in footnote (3) that the total maximum offering amounts
exclude aggregate
         price and future potential proceeds of $9,000,000 for warrant shares
if all 30 million units
         are sold and all 30 million warrant shares are sold upon exercise of
the warrants issued in
         the offering is inconsistent with the disclosure of $9,000,000 in the
table and elsewhere in
         the offering circular, including the dilution section. Please
reconcile the disclosures.
4.       Include the page number in the offering circular where the risk
factors section appears as
         required by Item 1(h) of Part II of Form 1-A.
Cautionary Statement Regarding Forward-Looking Statements, page 5

5.       Given that the company is engaged in the design and distribution of
truck tonneau covers
         in the United States and Canada, the relevance of the reference to the
"highly competitive
         cannabis industry" in the second paragraph's fourth bullet point is
unclear. Please revise
         or advise.
Principal Business of the Company, page 6

6.       Disclosure that your business operations since your inception have
been in the business of
         acquiring franchise, license, and distribution rights in new and
emerging growth
         companies is inconsistent with disclosure on the offering circular's
cover page and
         elsewhere that you are engaged in the design and distribution of truck
tonneau covers in
         the United States and Canada. Please reconcile the disclosures.
The Offering, page 6

7.       You disclose on page 6 that the minimum investment is $200. You
disclose, however, on
         the cover page of the offering circular and elsewhere that the minimum
investment is
         $500. Please reconcile the disclosures.
8.       Conform the disclosure relating to the offering's termination date to
that on the offering
         circular's cover page, namely, the earlier of (i) July 15, 2022,
subject to an extension of
         180 days, or (ii) the date on which the maximum offering is sold.
Additionally, the
         disclosure in Item 4 of Part I of the Form 1-A that you do not intend
the offering to last
         more than one year is inconsistent with the disclosure in the offering
circular. Please
         revise.
 Steven Rossi
FirstName
Worksport,LastNameSteven  Rossi
           Ltd.
Comapany
August 11, NameWorksport,
           2020           Ltd.
August
Page 3 11, 2020 Page 3
FirstName LastName
Future Products, page 8

9.       Disclose the known or estimated schedule for introducing to market
each of your
         identified future products.
Our Products, page 8

10.      Clarify when Worksport SC4 and Worksport TC3 were introduced to
market.
Manufacturing in China, page 13

11.      Disclosure indicates that you have two exclusive manufacturing
agreements with third
         parties in China. Advise what consideration you have given to filing
the agreements as
         exhibits.
Risk Factors, page 15

12.      Remove the reference to private placement memorandum in the first
paragraph as this is
         an offering statement on Form 1-A.
13.      Include risk factor disclosure of your auditor's going concern
opinion, including its effects
         on (i) your ability or inability to obtain additional financing and
(ii) investors in this
         offering.
14.      Given disclosure in the financial statements' Note 12 on page F-10 and
Note 11 on page F-
         24 on your concentration of customer risk, advise what consideration
you have given to
         risk factor disclosure of your concentration of customer risk.
Additionally, expand the
         disclosure in the business section to discuss your dependence on major
customers during
         each of the periods presented in the financial statements.
We rely on third parties for our production..., page 15

15.      Disclosure indicates that you purchase all of the inventory for your
products from one
         supplier source in Asia. Indicate whether you have a supply agreement
with that source,
         and, if so, advise what consideration you have given to filing the
agreement as an exhibit.
The sale of tonneau cover...has been hampered by COVID-19
The pick-up truck industry may take longer to recover from the COVID-19
panemic, page 19

16.      Revise the disclosure to specifically address any material impacts
that the COVID-19 has
         had or may have on your business. For guidance you may wish to refer
to CF Disclosure
         Guidance: Topic No. 9 and CF Disclosure Guidance: Topic No. 9A which
are available on
         the Commission's website.
We have a large number of authorized but unissued shares..., page 20

17.      Specify the number of authorized but unissued shares of common stock
that you have as
         of the date of the offering statement.
 Steven Rossi
Worksport, Ltd.
August 11, 2020
Page 4
The Offering, page 22

18.      Disclosure here and on page 44 that there are 1,000 shares of Series A
preferred stock
         outstanding is inconsistent with disclosure in Item 1 of Part I of the
Form 1-A that there
         are 1,000 Series A and B shares of preferred stock outstanding. Please
reconcile the
         disclosures.
Use of Proceeds, page 23

19.      Remove the first sentence as there is no selling shareholder included
in the offering
         statement. Additionally, revise the table of contents to reflect that
fact.
Dilution, page 24

20.      Please update your dilution table to be based on the most recent
balance sheet date
         available instead of as of December 31, 2019. In addition, the net
tangible book value
         should not include the potential proceeds from the exercise of the
warrants. Explain why
         you believe that it is proper to include these proceeds in the
dilution table rather than in a
         footnote since exercise of these warrants is not certain to occur. If
included in the table,
         consider disclosing the dilution with and without the exercise of the
warrants in a separate
         line item.
21.      We refer to the table on page 26. Please change the column header from
   Units Purchased
         and Exercised    to    Shares Purchased    as this table should not
include any warrant shares.
         Please also populate data under    Total Consideration    for existing
shareholders of
         common stock, and add an    Average Price Per Share    column.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
27

22.      Given your auditor's going concern opinion and the uncertainty of your
continued
         existence, 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, 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.
Committees of the Board of Directors, page 39
FirstName LastNameSteven Rossi
23.    Identify any other members of the audit committee. Additionally, clarify
whether there
Comapany    NameWorksport,
       are other             Ltd.
                 committees of the board of directors, and, if so, disclose the
names of those
       committees  and
August 11, 2020 Page 4 their members.
FirstName LastName
 Steven Rossi
FirstName
Worksport,LastNameSteven  Rossi
           Ltd.
Comapany
August 11, NameWorksport,
           2020           Ltd.
August
Page 5 11, 2020 Page 5
FirstName LastName
Directors, Executive Officers, and Corporate Governance, page 39

24.      For each of the directors and executive officers, provide the
information specified in the
         tabular format required by Item 10(a) of Part II of Form 1-A.
Warrants, page 46

25.      Disclosure that each unit in this offering consists of one share of
common stock and one-
         half of one warrant is inconsistent with disclosure on the offering
circular's cover page and
         elsewhere that each unit in this offering consists of one share of
common stock and one
         common share purchase warrant. Please reconcile the disclosures.
Plan of Distribution, page 47

26.      Disclose the exemption from broker-dealer registration upon which your
directors,
         officers, and employees are relying to conduct the offering on your
behalf.
         Additionally, describe briefly the facts relied upon to make the
exemption available.
Where You Can Find More Information, page 48

27.      We note the "not necessarily complete language." Clarify that
statements in the offering
         circular include the material provisions of any contract or other
document filed as an
         exhibit.
Exhibit 1A-12A
Legality Opinion, page 1

28.      The opinion must address the legality of each component of the unit
being offered, that is,
         the unit itself, the common stock, and the common stock purchase
warrant, and must
         opine that the warrants are a binding obligation of the company under
the law of the
         jurisdiction governing the warrant agreement. For guidance you may
wish to refer to
         Sections II.B.1.f. and II.B.1.h. of Staff Legal Bulletin No. 19 (CF)
available on the
         Commission's website.
       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
before qualification.

        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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
 Steven Rossi
Worksport, Ltd.
August 11, 2020
Page 6

        You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 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 Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any
other questions.



                                                          Sincerely,
FirstName LastNameSteven Rossi
                                                          Division of
Corporation Finance
Comapany NameWorksport, Ltd.
                                                          Office of
Manufacturing
August 11, 2020 Page 6
cc:       Matthew C. McMurdo, Esq.
FirstName LastName