United States securities and exchange commission logo
April 5, 2021
Daniel Okelo
Chief Executive Officer
Limitless Projects Inc.
2261 Rosanna Street
Las Vegas, Nevada 89117
Re: Limitless Projects
Inc.
Amended
Registration Statement on Form S-1
Filed March 8, 2021
File No. 333-252795
Dear Mr. Okelo:
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 March
4, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed March 8,
2021
WarpSpeedTaxi Application, page 14
1. We note your response
to comment 5. Your disclosure that the purchaser of the
WarpSpeed application
will own 100% of the interest in the application with a "lone
exception" should be
revised for clarity. Please state, if true, that Warpspeed does not
own 100% of the
application. Also, please explain the nature of the "operational data and
databases" that will be
jointly owned. In doing so, please clarify what information and
technologies are
covered by this phrase. In addition, please provide your analysis as to
why you believe the
non-compete provision in the Asset Purchase Agreement would "not
prevent [you] from
developing similar technologies for other third-party customers," as
you state in your
response. We note that the question of whether similar technologies you
Daniel Okelo
Limitless Projects Inc.
April 5, 2021
Page 2
develop for new customers might infringe on the property rights of the
WarpSpeed
application purchaser is separate from whether development of those
technologies would
violate the non-compete provision.
Plan of Operations, page 17
2. We note that the president of Warpspeed is an experienced software
developer and
resident of India and appears to be responsible for the oversight of the
development of the
application in India. Please revise your disclosure to clarify the
nature and extent of your
relationship with Warpspeed, including how the relationship began and
the negotiations
related to the sale of the application, as well as the role of your
company, if any, in the
development of this application. In doing so, please tell us whether the
companies are
affiliated and provide us with your legal analysis in support of your
position. Please refer
to the definition of "affiliate" in Securities Act Rule 405. Further, to
the extent that the
companies are partners or joint-venturers, please explain to us the
basis of the relationship
and disclose the material terms in the prospectus.
Consolidated Financial Statements
3. Summary of Significant Accounting Policies
Revenue Recognition, page F-8
3. We read your response to comment 9. Please revise your financial
statements to comply
with ASC 606. Refer to the effectiveness guidance in ASC 606-10-65-1(b).
Please also
provide us with your analysis of the five-step revenue recognition model
found in ASC
606 and explain why it is appropriate to recognize revenue in full for
the WarpSpeedTaxi
computer application.
You may contact Scott Stringer at (202) 551-3272 or Rufus Decker at
(202) 551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Dietrich King at (202) 551-8071 with
any other
questions.
Sincerely,
FirstName LastNameDaniel Okelo
Division of
Corporation Finance
Comapany NameLimitless Projects Inc.
Office of Trade &
Services
April 5, 2021 Page 2
cc: Greg Yanke
FirstName LastName