United States securities and exchange commission logo
December 7, 2020
Craig Finster
Chief Executive Officer
Versus Systems Inc.
1558 West Hastings St.
Vancouver BC V6G 3J4 Canada
Re: Versus Systems Inc.
Registration
Statement on Form F-1
Filed November 20,
2020
File No. 333-250868
Dear Mr. Finster:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
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 our comments apply 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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 13, 2020 letter.
Form F-1 Filed on November 20, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Significant Components of Our Results of Operations, page 32
1. We note your response
to prior comments 4 and 7. In lieu of Cost of Sales and General
and Administrative
Expense, please revise your presentation to caption such costs
as software delivery
costs, employee benefit expense and other expense as appropriate.
Refer to paragraphs 18
and 102 of IAS 1.
Craig Finster
Versus Systems Inc.
December 7, 2020
Page 2
3. Significant Accounting Policies
Revenue Recognition, page F-18
2. We note your response to prior comment 14 and the description of your
services on page
43. Please refer to the guidance in paragraphs 110, 114, 119-126 of IFRS
15 and clearly
disclose the nature and timing of your performance obligations, including
each distinct
performance obligation within the context of your Agreement with HP.
Also, please
explain to us how you considered allocating any portion of the
transaction price associated
with each Statement of Work to your stand-ready obligation to develop,
host and maintain
the supplier service over the three-year term of the agreement with HP.
Notes to the Condensed Interim Consolidated Financial Statements
2. Significant Accounting Policies
Revenue Recognition, page F-50
3. We note your response to prior comment 16. The factoring of accounts
receivable subject
to full recourse would be deemed a financing transaction and should be
presented as such
in the Balance Sheet and the Statements of Cash Flows. Since you retain
substantially all
the risks and rewards of ownership of the factored receivable subject to
full recourse,
derecognition would be inappropriate. Refer to paragraph 3.2.6(b) of IFRS
9 and comply
with the disclosure requirements of IFRS 7.42D. Please revise or advise
us, citing
the pertinent full recourse terms pursuant to the factoring agreement in
your response.
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 prior to the requested effective date of
the registration
statement.
You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365
or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Larry Spirgel, Office Chief, at (202)
551- 3815 with any
other questions.
Sincerely,
FirstName LastNameCraig Finster
Division of
Corporation Finance
Comapany NameVersus Systems Inc.
Office of Technology
December 7, 2020 Page 2
cc: Eric M. Hellige, Esq.
FirstName LastName