UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: July 31, 2019

OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55036

VALUESETTERS INC.

(Exact name of registrant as specified in its charter)

Utah	87-0409951
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

745 Atlantic Avenue

Boston MA 02111

(Address of principal executive offices)

(781) 925-1700

(Registrant’s telephone number, including area code)

Indicate by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer  [ ]	Accelerated filer  [ ]	Non-accelerated filer  [X]	Smaller reporting company  [X]
			Emerging growth company  [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of September 13, 2019 the Company had 830,331,712 shares of its common stock, par value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

	Page
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3. Quantitative and Qualitative disclosures about Market Risk.	16
Item 4. Controls and Procedures.	16
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.	17
Item1A. Risk Factors.	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3. Defaults Upon Senior Securities.	17
Item 4. Mine Safety Disclosures.	17
Item 5. Other Information.	17
Item 6. Exhibits.	17
Signatures.	18

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

VALUESETTERS, INC.

Condensed Balance Sheets

	July 31, 2019			April 30, 2019
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	190		$	19,110
Accounts receivable, net		39,000			6,000
Contract assets		—			15,000
Prepaid expenses		16,877			25,699
Total current assets		56,067			65,809
Deposits		6,300			6,300
Investments at cost		704,249			647,317
Total assets	$	766,616		$	719,426
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable
Trade	$	278,752		$	278,752
Related party		16,680			16,680
Accrued expenses		126,468			131,155
Deferred revenue		20,664			15,711
Notes payable – related parties		74,800			76,100
Interest payable – related parties		28,163			24,102
Loan payable – bank		34,324			34,324
Demand notes payable		7,860			7,860
Total current liabilities		587,711			584,684
Long-term secured note payable to related party		1,000,000			1,000,000
		1,587,711			1,584,684
Commitments and Contingencies		—			—
Stockholders’ deficit:
Common stock, $.001 par value; 900,000,000 shares authorized, 755,331,712 and 752,519,212 shares issued and outstanding at July 31, 2019 and April 30, 2019, respectively		755,332			752,519
Capital in excess of par value		1,466,231			1,449,356
Accumulated deficit		(3,042,658	)		(3,067,133	)
Total stockholders’ deficit		(821,095	)		(865,258	)
Total liabilities and stockholders’ deficit	$	766,616		$	719,426

See Accompanying Notes to the Financial Statements

3

VALUESETTERS, INC.

Condensed Statements of Operations

 (Unaudited)

	For the Three Months Ended
	July 31, 2019			July 31, 2018
Revenues	$	118,732		$	91,918
Cost of revenues		2,366			4,579
Gross profit		116,366			87,339
Costs and expenses:
Stock-based compensation		28,510			16,216
Consulting fees		39,200			32,000
Marketing		3,539			6,666
Rent		12,529			12,882
General and administrative		3,380			24,455
Total costs and expenses		87,158			92,219
Income (loss) from operations		29,208			(4,880	)
Other income (expense):
Interest expense		(4,733	)		(5,027	)
Other income		—			2,700
Total other income (expense)		(4,733	)		(2,327	)
Net income (loss) before taxes		24,475			(7,207	)
Income tax		—			—
Net income (loss)	$	24,475		$	(7,207	)
Basic earnings (loss) per share	$	0.00		$	(0.00	)
Diluted earnings (loss) per share	$	0.00		$	(0.00	)
Weighted average number of common shares outstanding:
Basic		752,549,783			731,937,009
Diluted		752,549,783			731,937,009

See Accompanying Notes to the Financial Statements

4

VALUESETTERS, INC.

Condensed Statements of Stockholders' Deficit

For the Three Months Ended July 31, 2019 and the Year Ended April 30, 2019

(Unaudited)

					Capital in
					Excess of		Accumulated			Total
	Shares		Amount		Par Value		Deficit			Deficit
Balance, April 30, 2018		731,694,210	$	731,694	$	1,434,328	$	(3,650,013	)	$	(1,483,991	)
Net loss, July 31, 2018		—		—		—		(7,207	)		(7,207	)
Q1 stock-based compensation		3,937,501		3,938		2,757		—			6,695
Q1 stock issued for purchase		200,000		200		500		—			700
Balance, July 31, 2018		735,831,711		735,832		1,437,585		(3,657,220	)		(1,483,803	)
Net loss, October 31, 2018		—		—		—		(20,355	)		(20,355	)
Q2 stock-based compensation		8,262,501		8,262		3,946		—			12,208
Q2 sale of common stock		2,800,000		2,800		2,200		—			5,000
Balance, October 31, 2018		746,894,212		746,894		1,443,731		(3,677,575	)		(1,486,950	)
Net income, January 31, 2019		—		—		—		12,391			12,391
Q3 stock-based compensation		2,812,500		2,813		562		—			3,375
Balance, January 31, 2019		749,706,712		749,707		1,444,293		(3,665,184	)		(1,471,184	)
Net income, April 30, 2019		—		—		—		598,051			598,051
Q4 stock-based compensation		2,812,500		2,812		5,063		—			7,875
Balance, April 30, 2019		752,519,212		752,519		1,449,356		(3,067,133	)		(865,258	)
Net income, July 31, 2019		—		—		—		24,475			24,475
Q1 stock-based compensation		2,812,500		2,813		16,875		—			19,688
Balance, July 31, 2019		755,331,712	$	755,332	$	1,466,231	$	(3,042,658	)	$	(821,095	)

See Accompanying Notes to the Financial Statements

5

VALUESETTERS, INC.

Condensed Statements of Cash Flows

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	July 31,			July 31,
	2019			2018
Operating activities
Net income (loss)	$	24,475		$	(7,207	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		28,510			16,216
Changes in non-cash working capital balances
Accounts receivable		(33,000	)		—
Investments		(56,932	)		—
Contracts receivable		15,000			—
Accounts payable		—			(235	)
Accrued expenses		(4,687	)		8,426
Interest payable – related party		4,061			—
Deferred revenue		4,953			(47	)
Cash provided by (used in) operating activities		(17,620	)		17,153
Financing activities
Proceeds from subscription agreement		—			5,000
Payments on bank loan		—			(1,570	)
Payments on demand note		—			(5,500	)
Payment on related party note		(1,300	)		—
Cash used in financing activities		(1,300	)		(2,070	)
Increase  (decrease) in cash and cash equivalents during the period		(18,920	)		15,083
Cash and cash equivalents, beginning of the period		19,110			1,655
Cash and cash equivalents, end of the period	$	190		$	16,738
Cash paid for:
Interest	$	672		$	660
Income taxes	$	—		$	—

See Accompanying Notes to the Financial Statements 

6

VALUESETTERS, INC.

Notes To Condensed Financial Statements (Unaudited)

Note 1– Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2019, are not necessarily indicative of the results that may be expected for the fiscal year ended April 30, 2020. For further information, refer to the audited financial statements and footnotes thereto in our Annual Report on Form 10-K for the year ended April 30, 2019.

In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842), along with amendments issued in 2018, which requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The update also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The adoption did not have an impact on the Company’s consolidated financial statements, given that the only lease it a short-term agreement.

In June 2018, the FASB issued ASU 2018-7, Compensation-Stock Compensation (Topic 718), which now provides guidance for share-based payments to non-employees, resulting in alignment in accounting for employees and non-employees. The amendment is effective for public companies with fiscal years beginning after December 15, 2018. . The Company determined the impact of this pronouncement to its consolidated financial statements to be immaterial.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which makes modifications to disclosure requirements on fair value measurements. The amendment is effective for public companies with fiscal years beginning after December 15, 2019. The Company determined the impact of this pronouncement to its consolidated financial statements to be immaterial.

In August 2018, the FASB issued 2018-15, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40), which reduces complexity for the accounting for the accounting for costs of implementing a cloud computing service arrangement. The amendment is effective for public companies with fiscal years beginning after December 15, 2019. The Company determined the impact of this pronouncement to its consolidated financial statements to be immaterial.

Note 2 – Going Concern Matters and Realization of Assets

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. However, the Company has negative working capital of $531,644 and a stockholders’ deficit of $821,095. In addition, the Company is unable to meet all of its obligations as they become due. The Company believes that its existing cash resources are not sufficient to fund its lease and debt payments and working capital requirements.

The Company may not be able to raise sufficient additional debt, equity or other cash on acceptable terms, if at all. Failure to generate sufficient revenues, achieve certain other business plan objectives or raise additional funds could have a material adverse effect on the Company’s results of operations, cash flows and financial position, including its ability to continue as a going concern, and may require it to significantly reduce, reorganize, discontinue or shut down its operations.

7

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company which, in turn, is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in its existence.

Management’s plans include:

1. Seek to raise debt or equity for working capital purposes and to pay off existing debt balances. With sufficient additional cash available to the Company, it can make additional marketing expenditures and hire people to generate more revenues, and consequently increase cash flow from operations.

2. Continue to look for software niches and other digital products that can be sold via an Internet-based store. Various acquisition opportunities may help us generate the revenues we are seeking and be a quicker path to profitability than organic growth.

3. Continue to provide advisory services to companies seeking to raise capital and assist them with capital raises.

Management has determined, based on its recent history and its liquidity issues that it is not probable that management’s plan will sufficiently alleviate or mitigate, to a sufficient level, the relevant conditions or events noted above. Accordingly, the management of the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements.

There can be no assurance that the Company will be able to achieve its business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If the Company is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its business network, respond to competitive pressures or fund its operations. As a result, the Company may be required to significantly reduce, reorganize, discontinue or shut down its operations. The financial statements do not include any adjustments that might result from this uncertainty.

Note 3 – Revenue Recognition

Revenue Recognition under ASC 606

The Company recognizes service revenue from its consulting contracts and its game website using the five-step model as prescribed by ASC 606:

• Identification of the contract, or contracts, with a customer;

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligations in the contract; and

• Recognition of revenue when or as, the Company satisfies a performance obligation.

The Company identifies performance obligations in contracts with customers, which primarily are professional services and subscription services. The transaction price is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. The Company usually bills its customers before it provides any services, and begins performing services after the first payment is received. Contracts are typically one year or less. For larger contracts, in addition to the initial payment, the Company may allow for progress payments throughout the term of the contract.

8

Judgments and Estimates

The estimation of variable consideration for each performance obligation requires the Company to make subjective judgments. The Company enters into contracts with customers that regularly include promises to transfer multiple services, such as digital marketing, web-based videos, offering statements, and professional services. For arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In its assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources, and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract.

When agreements involve multiple distinct performance obligations, the Company allocates arrangement consideration to all performance obligations at the inception of an arrangement based on the relative standalone selling prices (“SSP”) of each performance obligation. Where the Company has standalone sales data for its performance obligations which are indicative of the price at which the Company sells a promised service separately to a customer, such data is used to establish SSP. In instances where standalone sales data is not available for a particular performance obligation, the Company estimates SSP by the use of observable market and cost-based inputs. The Company continues to review the factors used to establish list price and will adjust standalone selling price methodologies as necessary on a prospective basis.

Service Revenue

Service revenue from subscriptions to the Company's game website is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Professional services revenue is recognized over time as the services are rendered.

When a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable. The Company estimates the amount to reserve for uncollectible amounts based on the aging of the contract balance, current and historical customer trends, and communications with its customers. These reserves are recorded as operating expenses against the contract asset (Accounts Receivable).

Contract Assets

Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services. Contract assets are included in other current or non-current assets in the consolidated balance sheets, depending on if their reduction will be recognized during the succeeding twelve-month period or beyond.

Deferred Revenue

Deferred revenues represent billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual plan subscription services and professional and training services not yet provided as of the balance sheet date. Deferred revenues that will be recognized during the succeeding twelve-month period are recorded as current deferred revenues in the consolidated balance sheets, with the remainder recorded as other non-current liabilities in the consolidated balance sheets.

Costs to Obtain a Customer Contract

Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized as other current or non-current assets and amortized on a straight-line basis over the life of the contract, which approximates the benefit period. The benefit period was estimated by taking into consideration the length of customer contracts, technology lifecycle, and other factors. All sales commissions are recorded as consulting fees within the Company's consolidated statement of operations.

Remaining Performance Obligations

The Company's subscription terms are typically less than one year. All of the Company’s revenues in the three-month periods ended July 31, 2019 and 2018, which amounted to $118,732 and $91,918, respectively, are considered contract revenues. Contract revenue as of July 31, 2019 and April 30, 2019, which has not yet been recognized, amounted to $20,664 and $15,711, respectively, and is recorded on the balance sheet as deferred revenue. The Company expects to recognize revenue on all of its remaining performance obligations over the next 12 months.  

9

Note 4 – Earnings (Loss) Per Common

Income (loss) per common share data was computed as follows:

	Three Months Ended July 31, 2019
Net income (loss) attributable to common stockholders – basic	$	24,475	$	(7,207	)
Adjustments to net income (loss)		—		—
Net income (loss) attributable to common stockholders – diluted	$	24,475		(7,207	)
Weighted average common shares outstanding – basic		752,549,783		731,937,009
Effect of dilutive securities		—		—
Weighted average common shares outstanding – diluted		752,549,783		731,937,009
Earnings (loss) per common share – basic	$	0.00		(0.00	)
Earnings (loss) per common share – diluted	$	0.00		(0.00	)

For the three-month period ended July 31, 2018, the Company excluded 18,000,000 shares of common stock, issuable upon the exercise of outstanding stock options from the calculation of net loss per share because the effect would be anti-dilutive. For the three-month period ended July 31, 2019, the Company had no convertible or dilutive securities.

Note 5 – Principal Financing Arrangements

The following table summarizes components debt as of July 31, 2019 and April 30, 2019:

	July 31, 2019		April 30, 2019		Interest Rate
Secured lender (affiliate)	$	1,000,000	$	1,000,000		1.25	%
Notes payable – related parties		74,800		76,100		0.0 – 8.0	%
Demand notes payable		7,860		7,860		0.0 – 10.0	%
Loan payable – bank		34,324		34,324		5.5	%
Total Debt	$	1,116,984	$	1,118,284

As of July 31, 2019 and April 30, 2019, the Company owed its principal lender (“Lender”) $1,000,000 under a loan and security agreement (“Loan”) dated April 28, 2011, that was amended on July 26, 2014 and again on October 31, 2017. The Lender is also the largest shareholder of the Company, owning 271,371,454 shares of common stock, or 36% of the 755,331,712 shares issued and outstanding, as of July 31, 2019.

The Loan was amended on October 31, 2017 to change the maturity date to October 31, 2020, reduce the interest rate from 8% to 1.25% per annum, and reduce the default interest rate from 15% to 8% per annum (the “Amendments”). In conjunction with the Amendments, the Lender also agreed to reduce the total debt and accrued interest payable by $453,031 to $1,000,000, in exchange for the Company issuing to the Lender 44,198,246 shares of its common stock.  Consequently, upon issuance of the 44,198,246 shares, the Company recorded an increase of $44,198 in common stock and $408,833 in capital in excess of par value.

In connection with the financing, the Company has agreed to certain restrictive covenants, including, among others, that the Company may not convey, sell, lease, transfer or otherwise dispose of any part of its business or property, except as permitted in the agreement, dissolve, liquidate or merge with any other party unless, in the case of a merger, the Company is the surviving entity, incur any indebtedness except as defined in the agreement, create or allow a lien on any of its assets or collateral that has been pledged to the Lender, make any loans to any person, except for prepaid items or deposits incurred in the ordinary course of business, or make any material capital expenditures. To secure the payment of all obligations to the Lender, the Company granted to the Lender a continuing security interest and first lien on all of the assets of the Company.

10

As of July 31, 2019 and April 30, 2019, the Company’s related-party unsecured notes payable totaled $74,800 and $76,100, respectively. The Company also owes $34,324 as of July 31, 2019 and April 30, 2019 to Chase Bank. The Company pays interest expense to Chase Bank, which is calculated at a rate of 5.5% per annum.

The debt to Chase Bank was personally guaranteed by a former Chief Executive Officer and Chairman of the Board (the “Former CEO”). The Former CEO sold shares of the Company to a third-party, and in addition to payments to the Former CEO, the contract of sale required the third-party make monthly payments to Chase Bank to pay down the money owed to Chase Bank. Total payments received from the third-party in the three months ended July 31, 2019 and 2018 amounted to $0 and $2,700, respectively. These payments were recorded as other income.

Demand notes payable totaled $7,860 at July 31, 2019 and April 30, 2019.

Note 6 – Income Taxes

At July 31, 2019 and April 30, 2019, the Company had net operating loss carryforwards for Federal income tax purposes of approximately $1,300,000 expiring in the years of 2020 through 2035. Utilization of the net operating losses may be subject to annual limitations provided by Section 382 of the Internal Revenue Code and similar State provisions.

The Tax Cuts and Jobs Act ("Tax Act") was enacted on December 22, 2017. Among numerous provisions, the Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings. As a result of the Tax Act, the Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. 

Due to the nominal income for the three-month period ended July 31, 2019, and the availability of a tax loss carryforward to offset any potential tax, the Company has recorded no income tax expense for the three months ended July 31, 2019. Due to the loss for the three-month period ended July 31, 2018, the Company has recorded no income tax expense for the three months ended July 31, 2018.

Note 7 – Related Party Transactions

The Company’s largest shareholder is also its principal lender. As of July 31, 2019 and April 30, 2019, the Company owed its largest shareholder, under a secured lending agreement, $1,000,000. Under the existing loan agreement, as amended, the maximum amount of the loan is $1,250,000, and the loan matures on October 31, 2020. The largest shareholder of the Company owns 271,371,454 shares of common stock, or 36% of the 755,331,712 shares issued and outstanding at July 31, 2019.

Compensation to officers in the three-month periods ended July 31, 2019 and 2018 consisted of common stock valued at $19,688 and $6,695 respectively, and cash payments of $30,000 and $30,000, respectively. The Company also remitted cash payments to a related party consultant of $7,200 and $0 in the three-month periods ended July 31, 2019 and 2018, respectively.

The Company owes a director $16,680 as of July 31, 2019 and April 30, 2019, which is recorded as accounts payable, plus $15,000 in a non-interest-bearing note payable.

The Company owes a related party $59,800 and $61,100 as of July 31, 2019 and April 30, 2019 under a note payable with interest at 8% per annum, which had a maturity date of November 18, 2017.

Accrued interest payable on related party debt amounted to $28,163 and $24,102 at July 31, 2019 and April 30, 2019, respectively.

11

Note 8 – Stockholders’ Deficit

The Company is authorized to issue 900,000,000 shares of its common stock, par value $0.001. 755,331,212 and 752,519,212 shares were outstanding as of July 31, 2019 and April 30, 2019, respectively.

In the first quarter of fiscal 2020, the Company issued an aggregate of 2,812,500 shares of restricted stock to its chief executive officer, chief financial officer and chief marketing officer as compensation. The shares were valued at $19,688.

In the first quarter of fiscal 2019, the Company issued 200,000 restricted shares of stock in conjunction with the purchase of a virtual reality game known as SpaceoutVR. The Company also issued 3,937,501 restricted shares of common stock as part of stock-based compensation agreements. Shares issued for compensation amounted to 3,625,000 shares to Company officers, and 312,501 to a consultant.

Compensation expense was recorded of $8,822 for the three-month periods ended July 31, 2019 and 2018 for previously issued shares in conjunction with a consulting agreement.

Note 9 – Fair Value

The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

• Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access at the measurement date.

• Level 2: inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3: inputs are unobservable inputs for the asset or liability.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3		Total
July 31, 2019
Investments at cost	$	—	$	—	$	704,249	$	704,249

April 30, 2019
Investments at cost	$	—	$	—	$	647,317	$	647,317

12

Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, we base fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used.

Note 10 – Stock-Based Compensation Plans

The Company entered consulting agreements to issue common stock and recorded the applicable non-cash expense in accordance with the authoritative guidance of the Financial Accounting Standards Board.  For the three-month periods ended July 31, 2019 and 2018, the Company recorded $28,510 and $16,216, respectively, in stock-based compensation expense.

As of July 31, 2019, there was $16,877 of prepaid stock-based compensation expense for services that end in January 2020.

As of July 31, 2019, an aggregate of 3,437,500 shares of common stock can be earned by our chief marketing officer from unvested stock grants. These shares vest at a rate of 312,500 shares per quarter, over the next eleven quarters.

Note 11 – Deposits and Commitments

The Company utilizes office space in Boston, Massachusetts, under a month-to-month lease agreement that allows to company to end its lease by providing 30-day written notice. The lease agreement includes a deposit of $6,300.

Note 12 – Concentrations

For the three-month period ended July 31, 2019, the Company had one customer that constituted 81% of its revenues. For the three-month period ended July 31, 2018, the Company had a different customer that constituted 82% of its revenues.

At July 31, 2019 one customer accounted for 100% of the net amount of accounts receivable and at April 30, 2019 a different customer accounted for 100% of the net amount of accounts receivable.

Note 13 – Investments

During fiscal 2019, the Company entered into a consulting contract with NetCapital Systems LLC (“Netcapital”), which allows the Company to receive up to 1,000 membership interest units of NetCapital in return for consulting services. As of July 31, 2019 and April 30, 2019, the Company had earned 771 and 709 membership interest units, respectively, and the remaining 229 units can be earned on a straight-line basis over the 11-month period ended June 30, 2020. The Company valued the membership interest units at $704,249 and $647,317, at July 31, 2019 and April 30, 2019, respectively, based upon a private sale of Netcapital membership interest units in which an accredited investor purchased Netcapital membership interest units at a per unit price of $913 in an arms-length transaction. Such value is consistent with the standard hourly billing rate of $500 per hour charged by the Company for consulting services.

Note 14 – Subsequent Events 

The Company signed two contracts that will generate revenue for the Company in the second quarter of fiscal 2020, when the Company’s performance obligations are satisfied. In August 2019 the Company received a $90,000 fee under an advisory service agreement to perform and deliver a comprehensive transition plan for the transformative use of an airport campus. The engagement is for services through October 11, 2019. On August 1, 2019 the Company signed a three-month marketing and advisory services agreement for a fee of $540,000. Payment to the Company was 300,000 membership interest units that trade at $1.80 per unit. The Company is current with its performance obligations for both of these contracts through the date these financial statements were available to be issued.

On September 9, 2019, the Company signed a two-year stock-based compensation agreement with its Chief Executive Officer. The Company issued 25 million shares of its common stock in conjunction with this agreement.

On September 9, 2019, the Company signed a two-year stock-based compensation agreement with its Chief Financial Officer. The Company issued 25 million shares of its common stock in conjunction with this agreement.

On September 9, 2019, the Company signed two-year stock-based compensation agreements with two consultants. The Company issued 12,500,000 shares of its common stock to each consultant in conjunction with these agreements.

The Company evaluated subsequent events through the date these financial statements were available to be issued. There were no other material subsequent events that required recognition or additional disclosure in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the U.S. Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Overview

We are a boutique advisory firm, based in Boston, Massachusetts. Our team of experts, including entrepreneurs, angel investors, industry specialists and digital marketing professionals work with companies at all stages to provide assistance with capital raising, strategy, technology consulting and marketing.

We specialize in Regulation Crowdfunding (“Reg CF”), under the provisions of Title III of the JOBS Act of 2012.  We believe that new capital raising techniques, such as Regulation CF, democratize capital raising, similar to the way that social networks democratize broadcast mechanisms that once belonged only to traditional media. Reg CF is one of three securities exemptions that enable online capital formation. Reg D 506(c) allows an unlimited amount of money to be crowdfunded from accredited investors. Reg A+ enables an issuer to raise up to $50 million online from anyone. Reg CF, the smallest of the crowdfunding exemptions, allows issuers to raise up to $1.07 million from non- accredited investors every 12 months.

Our website lists our clients, which include Braidy Industries that raised $2,493,054, Phoenix PharmaLabs that raised $1,102,553, Court Innovations that raised $499,000 and ORPC that raised $623,678. This information is available at https://valuesetters.com/track-record.

We sometimes take equity stakes in promising technology start-ups. We play an active role in growing these companies.  

Our limited operating history and the uncertain nature of our future operations and the markets we address or intend to address make prediction of our future results of operations difficult.   

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Results of Operations

For the Three Months Ended July 31, 2019 Compared to the Three Months Ended July 31, 2018

Our revenues for the three-months ended July 31, 2019 increased by $26,814, or 29%, to $118,732 as compared to $91,918 reported for the three months ended July 31, 2018.  The increase in revenues is attributable to the new consulting services, including digital marketing, that we provided to companies seeking to raise capital.  We anticipate revenues for the second quarter of fiscal 2020 will be significantly higher than first quarter revenues. In the second quarter of fiscal 2020 we are providing our services under four service contracts that will generate aggregate revenues of $706,932 for us in the second quarter, when our performance obligations are satisfied.

Costs of revenues decreased by $2,213 to $2,366 for the three-months ended July 31, 2019 from $4,579 reported in the three-months ended July 31, 2018.  The decrease is primarily attributable to a reduction in the variable cost component of our cost of revenues.

Consulting fees increased by $7,200, or 23%, to $39,200 for the three months ended July 31, 2019, as compared to $32,000 reported for the three months ended July 31, 2018. The increase in expense is due to an additional consultant performing services for us in fiscal 2020.

Marketing expense decreased by $3,127, or 47%, to $3,539 for the three months ended July 31, 2019, as compared to $6,666 reported for the three months ended July 31, 2018. The decrease in expense is due to a reevaluation of digital marketing outlets.

Rent expense decreased by $353, or 3%, to $12,529 for the three months ended July 31, 2019, as compared to $12,882 reported for the three months ended July 31, 2018. The decrease in expense is a result of fewer ancillary services used in the three-month period ended July 31, 2019.

General and administrative expenses decreased by $21,075, or 86%, to $3,380 for the three months ended July 31, 2019, from $24,455 for the three months ended July 31, 2018.  The decrease is primarily attributed to a decrease in professional fees and an office event.

Stock-based compensation increased by $12,294, to $28,510 for the three-months ended July 31, 2019 from $16,216 reported in the three-months ended July 31, 2018.  The increase in expense is primarily due to the higher price per share of our common stock when shares were issued in fiscal 2020.

Interest expense decreased by $294 to $4,733 for the three-months ended July 31, 2019, as compared to $5,027 for the three months ended July 31, 2018.  The decrease in interest expense is attributable to reduced debt amounts.  

Liquidity and Capital Resources

At July 31, 2019, we had cash and cash equivalents of $190 and negative working capital of $531,644 as compared to cash and cash equivalents of $19,110 and negative working capital of $518,875 at April 30, 2019.

Net cash provided by (used in) operating activities amounted to $(17,620) and $17,153 in the three-months ended July 31, 2019 and 2018, respectively.  The principal source of cash from operating activities in the three-months ended July 31, 2019 was net income of $24,475 and a non-cash item, stock-based compensation of $28,510. However, changes in non-cash working capital balances used cash totaling $70,605. The principal use of cash from operating activities in the three-months ended July 31, 2018 was the net loss of $7,207, but it was offset by a non-cash item, stock-based compensation of $16,216, and an increase in non-cash working capital balances of $8,144.

There was no investing activity in the three-months ended July 31, 2019 and 2018.

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For the three months ended July 31, 2019, net cash used in financing activities amounted to $1,300, which consisted of a payment to a related-party lender. Net cash used in financing activities in the three months ended July 31, 2018 amounted to $2,070, which consisted of $5,000 in cash proceeds from subscription agreements and $7,070 in principal payments of outstanding loans. 

In the three-months ended July 31, 2019 and 2018, there were no expenditures for capital assets.  We do not anticipate any capital expenditures in fiscal 2020.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of our company as a going concern. However, we have very limited liquidity. Management anticipates that we will be dependent, for the near future, on additional capital to fund our operating expenses and anticipated growth, which we intend to achieve through consulting services and the further development of our digital marketing applications. Although we are choosing methods of growth that potentially minimize the use of cash, and we were successful in generating net income for three consecutive quarters, we cannot be assured that we will be able to continue our success until we have secured customers that will provide us with repeat business. Furthermore, the most recent report of our independent registered public accounting firm expresses doubt about our ability to continue as a going concern. Although we have not had to borrow from a related party in fiscal 2020 or in fiscal 2019, in the past, our operating losses have been funded primarily through borrowings from related-party lenders.

We have only paid $1,300 in principal and we have not paid interest on any related party debt; the interest accrues each month. We believe our related party creditors will not demand payment of our current liabilities to them, in the near future, although each lender may have a change in circumstances and demand payment. Any demand for payment from a related party will have an adverse impact on our ability to achieve our longer-term business objectives, and will adversely affect our ability to continue operating as a going concern.

We believe we have short-term financing available from our largest shareholder to fund a monthly cash-flow deficit, if needed. While we continually look for other financing sources, in the current economic environment, the procurement of outside funding is extremely difficult and there can be no assurance that such financing will be available, or, if available, that such financing will be at a price that will be acceptable to us. Failure to generate sufficient revenues or raise additional capital will have an adverse impact on our ability to achieve our longer-term business objectives and will adversely affect our ability to continue operating as a going concern.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide information under this item.

Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures.

The Company’s management, with the participation of the Company’s principal executive officer (“PEO”) and principal financial officer (“PFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the PEO and PFO concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses in our disclosure controls and procedures consisted of:

● There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”) and the financial reporting requirements of the SEC; and

● There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

(b) Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three-month period ended July 31, 2019, we issued 2,812,500 shares of common stock to our executives as stock-based compensation.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

10.1 Employment Agreement Cecilia Lenk

10.2 Employment Agreement Coreen Kraysler

31 Rule 13a-14(a) Certification

32 Rule 13a-14(b) Certification

101.INS XBRL Instance

101.SCH XBRL Schema

101.CAL XBRL Calculation

101.DEF XBRL Definition

101.LAB XBRL Label

101.PRE XBRL Presentation

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 13, 2019	VALUESETTERS, INC.
	By: /s/ Cecilia Lenk
	Cecilia Lenk
	Chairman of the Board and Chief Executive Officer
	By: /s/ Coreen Kraysler
	Coreen Kraysler
	Principal Financial Officer

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