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                              September 22, 2020

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

                                                        Re: Worksport, Ltd.
                                                            Amendment No. 1 to
                                                            Offering Statement
on Form 1-A
                                                            Filed September 10,
2020
                                                            File No. 24-11271

       Dear Mr. Rossi:

               We have reviewed your amended 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.

       Amendment No. 1 to Offering Statement on Form 1-A filed September 10,
2020

       Cover Page of Offering Circular, page 1

   1.                                                   Disclosure that the
offering will terminate on the earlier of (i) September 10, 2021, subject
                                                        to an extension of up
to 180 days or (ii) the date on which the maximum offering is sold is
                                                        inconsistent with other
disclosure here and under "The Offering" on page 6 and "Plan of
                                                        Distribution" on page
48 that the offering will begin within two calendar days after the
                                                        qualification date and
terminate two years from the initial qualification date and also is
                                                        inconsistent with the
disclosure under "Plan of Distribution" on page 48 that the offering
                                                        will terminate on the
earlier of (i) September 10, 2021, subject to an extension of up to
                                                        180 days, (ii) the date
on which the maximum offering is sold, or (iii) when the board of
                                                        directors elects.
Please reconcile the disclosures. Additionally, if the offering is to last
 Steven Rossi
FirstName
Worksport,LastNameSteven  Rossi
           Ltd.
Comapany 22,
September NameWorksport,
              2020        Ltd.
September
Page 2    22, 2020 Page 2
FirstName LastName
         more than one year, ensure that the disclosure in Item 4 of Part I of
the Form 1-A so
         reflects. See Rule 251(d)(3)(i)(F) of Regulation A.
Manufacturing in China, page 13

2.       Revised disclosure that you are not reliant solely on Chinese
manufacturers because you
         have your own molds and patents appears inconsistent with disclosure
on page 14 that you
         do not own your own tools and molds and instead have ownership and
control over the
         schematics and blueprints. Additionally, we note other disclosure on
page 13 that your
         products are manufactured in China according to your specifications
and design, using
         your schematics and blueprints. Please reconcile the disclosures, and
clearly describe
         your arrangements with third party manufacturers in China.
The sale of tonneau cover...has been hampered by COVID-19
The pick-up truck industry take longer to recover from the COVID-19 pandemic,
page 19

3.       Quantify the effects of COVID-19 in the first and second quarters of
2020 on your results
         of operations. Additionally, as requested in prior comment 16, address
specifically any
         other material impacts that COVID-19 has had on may have on your
business. See CF
         Disclosure Guidance: Topic No. 9 and CF Disclosure Guidance: Topic 9A
which are
         available on the Commission's website.
The Offering, page 22

4.       We note that you have increased the number of securities to be
offered. It appears that
         you have not updated the new totals in certain places throughout the
filing. For example,
         you disclose under "Maximum Offering" that total gross proceeds for
the sale of 40
         million units at $0.10 per unit is up to $9 million and under "Use of
Proceeds" that
         net proceeds are $9 million. Please revise each section of your
offering statement to
         reflect the current amount of securities to be offered.
Dilution, page 25

5.       Please tell us how the calculation of net tangible book value of
$(1,284,109) reconciles to
         the line items and amounts shown on the face of your June 30, 2020
balance sheets.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
27

6.       As requested in prior comment 22, 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.
 Steven Rossi
Worksport, Ltd.
September 22, 2020
Page 3
Our Business, page 32

7.    As requested in prior comment 14, discuss your dependence on major
customers during
      each of the periods presented in the financial statements.
Committees of the Board of Directors, page 41

8.    Indicate here that Mr. Steven Rossi is a member of the audit committee
and that he is not
      an independent director.
Change in Internal Control over Financial Reporting, page 42

9.    Please revise to describe any change in internal control over financial
reporting that
      occurred during the last fiscal quarter instead of the last fiscal year
that has materially
      affected or is reasonably likely to materially affect your internal
control over financial
      reporting. Your discussion should include but not be limited to the
errors identified
      during the quarter that resulted in revision of prior period financial
statements.
      Alternatively, remove the disclosure controls and procedures and internal
controls over
      financial reporting sections from your filing as they are not required in
the Form 1-A.
        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
September 22, 2020 Page 3
cc:       Matthew C. McMurdo, Esq.
FirstName LastName