United States securities and exchange commission logo
December 18, 2020
Craig Finster
Chief Executive Officer
Versus Systems Inc.
1558 West Hastings St.
Vancouver BC V6G 3J4 Canada
Re: Versus Systems Inc.
Amendment No. 1 to
Registration
Statement on Form F-1
Filed December 14,
2020
File No. 333-250868
Dear Mr. Finster:
We have reviewed your amended 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
December 7, 2020 letter.
Amendment No. 1 to Registration Statement on Form F-1
Consolidated Financial Statements
Consolidated Statements of Loss and Comprehensive Loss, page F-5
1. Present on the face of
your income statement pro forma eps data for all periods to give
effect to the reverse
stock split. You should also provide the pro forma eps data on the
face on your interim
period income statement. Disclose the facts and circumstances of the
stock split and your
calculation of the pro forma eps data in a footnote to your financial
statements.
Craig Finster
FirstName LastNameCraig Finster
Versus Systems Inc.
Comapany18,
December NameVersus
2020 Systems Inc.
December
Page 2 18, 2020 Page 2
FirstName LastName
3. Significant Accounting Policies
Revenue Recognition, page F-17
2. We note your response to Prior Comment 2 with respect to a service
contract with HP that
was performed from March 2019 through July 2019. Since the service
contract appears to
be related to your Software Licensing Agreement with HP, tell us your
consideration of
presenting the related labor costs as a component of software delivery
costs.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss, page
F-39
3. We note your response to Prior Comment 1 and the guidance in
paragraphs 18 and 102 of
IAS 1. Since your presentation appears to be based on expenses by
nature, please:
delete the line item for "Gross Margin" as presented hereunder and
elsewhere in your
filing; and
revise the caption for "Salaries and Wages" to read "Salaries and
Wages exclusive of
Software Delivery Costs."
Additionally, please revise your presentation on page F-5 to replace
"Cost of Sales" and
"General and Administrative" with the appropriate captions. Further
ensure that the
expenses addressed in your MD&A on pages 34-36 are consistent with the
audited and
interim Consolidated Statements of Loss and Comprehensive Loss expense
line items for
all periods presented.
Condensed Interim Consolidated Statements of Cash Flows, page F-41
4. We note in your response to Prior Comment 3 that the Company will
update the financing
section within its consolidated cash flow statement to reflect the
approximately $111,759
in factoring cost paid within its annual consolidated financial
statements for the year
ending December 31, 2020. Explain to us why you did not reflect this
cost in the
financing section of your interim period statement of cash flows.
3. Significant Accounting Policies
Revenue Recognition, page F-50
5. We note your disclosure on page 46. Please disclose the nature and
timing of the
satisfaction of your performance obligations under your software
licensing arrangement
with HP. If you derive revenue from facilitating in-game prizes and
rewards from
advertisers' brands as a result of HP's end users' in-game activities,
please state if the
nature of such revenues may be deemed sales and usage-based royalties
and describe how
it is measured. Refer to paragraphs B63, B63A and B63B of IFRS 15.
To the extent that your arrangement includes bundled performance
obligations such
as hosting and maintenance services, clarify whether or not the
license of intellectual
property is the predominant item to which the consideration relates.
Craig Finster
Versus Systems Inc.
December 18, 2020
Page 3
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 18, 2020 Page 3
cc: Eric M. Hellige, Esq.
FirstName LastName