SecProbe.io

September 30, 201 3

Via E -mail
Manuel Teixeira
Chief Executive Officer
ValueSetters , Inc.
430 North Street
White Plains, NY 10605

Re: ValueSetters , Inc.
 Form 10
Filed September 3 , 2013
File No. 000 -55036

Dear Mr. Teixeira :

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Please be advised that your registration statement will automatically become effective 60
days after filing.  Upon effectiveness, you will become subject to the reporting
requirements of the Securities Exchange Act of 1934.  In addition, we will continue t o
review your filing until all of our comments have been addressed.  If the review process
has not been completed before that date you should consider withdrawing the registration
statement to prevent it from becoming effective and file it again at such ti me as you are
able to respond to any remaining issues or comments.

2. We note that you are not currently subject to the reporting requirements of Section 13(a)
of the Exchange Act.  Please tell us why you filed a Form 10 -Q on September  16, 2013.
Additionall y, please confirm that you will refrain from filing further Exchange Act
current or periodic reports until the time you are subject to the Exchange Act reporting
requirements.  Refer to Exchange Act Rule 13a -13(a).

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 2

Forward -Looking Statements, page 3

3. Please remove the reference to Section 21E of the Exchange Act.  That section does not
apply to a registrant that issues penny stock.

Item 1. Business, page 4

Business and Operations, page 4

4. We note that fee -based service subscribers are able to play games against “advanced
players. ”  Please define what you mean by advanced players, and since you do not appear
to have employees, explain how you ensure that subscribers are able to secure games
against such players by paying your fee.

5. Please explain why you seek free subscribers.

6. We note  that you offer free subscriptions and that you sell memberships for $4.00 per
month, $10.00 per quarter and $3 0.00 per year.  Please disclose the number of free
subscribers and the number of paid subscribers you have presently  and had at the end of
your last two completed fiscal years .  For your paid subscribers, please disclose the
number of monthly, quarterly and yearly subscribers along with the number of t otal
subscribers.

7. Your website states that you charge $8.00 per quarter.  Please reconcile the inconsistency
with your statement in this section that you charge $10.00 per quarter.

8. Please also disclose the costs for reduced fee memberships that you offer  to returning
players.

9. We note your intent to acquire other Internet -based games and programs and your plan to
develop other internet -based games, including ones designed for smart -phone users.
Please disclose whether there are any current plans in this regard and discuss such plans
in greater detail, including key milestones, the  approximate  timeline , the estimated costs
involved , and anticipated sources of funding .  Please also clarify, if true, that your
existing game platforms have been purchased and that you have no experience with the
development of internet -based or smart -phone -based games.

10. Please disclose your revenues, assets , current liabilities,  and net losses as of the most
recent audited period.  Please also briefly discuss your significant leverage, including
how you intend to pursue your business objectives in light of your substantial l iabilities.
Please disclose your current cash balance on hand as of the most recent practicable date
and update that with any subsequent amendment.  In addition, disclose your monthly
“burn rate,” how long your present capital will last at that rate, an e stimate of the amount

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 3

 of funds needed to accomplish your business goals and what, if any, plans you have to
raise such funds.  If no such funds are currently avai lable, please make that clear.  Also,
disclose the fact that your independent auditor’s report  expresses substantial doubt about
your ability to continue as a going concern.

11. Please refer to Note 1 to your financial statements and clarify your disclosure in the
business section regarding what advertising and digital goods services you provide and
how you currently use mobile devices as a distribution platform for your services.

12. We note the statement in Note 1 to your financial statements that “[m]ost ” of your
revenues are derived from your chess website subscriptions.  Please disclose your other
sources of revenue.

Corporate History, page 4

13. We note that “[a]fter the merger ” the founders of ValueSetters L .L.C. held 75%, the
shareholders of DBS Investments held 6% and new investors acquired 19% of your
shares.  Please clarify if this was after the 2003 or 2010 change of control.

Employees, page 6

14. Please reconcile your disclosure here that Mr. Teixeira is your only employee with your
disclosure on page 16 t hat Mr. Liss is your Secretary.

Item 1A. Risk Factors, page 6

15. Please add risk factors discussing the requirements associated with being a public
company, including the risks associated with compliance with the re porting requirements
of the Securities Exchange Act of 1934 and the difficulties of establishing and
maintaining acceptable internal control over financial reporting.  Please also provide an
estimate of the additional costs you expect to incur as a public company and address any
risk of the ability of your company to absorb such costs.

16. Please add a risk factor to disclose that your officers have other business activities, and
discuss the potential conflicts that exist as a result of these other commitment s.  Also
discuss the amount of time they are able to dedicate to your business given these other
business activities.

17. Please add a risk factor that discuss es the risks of having only two officers, including the
risk that, because two executive officers occupy all corporate positions, it may not be
possible to have adequate internal controls or explain why such risk factor is not
necessary.

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 4

 18. Please add a risk factor discussing your signi ficant leverage and the  challenges associated
with servicing your de bt given your limited revenues.   Please also discuss the fact that
much of the outstanding debt is due to related parties.   Consistent with your disclosure in
Note 3 to your financial statements, please also discuss the restrictive covenants
associated with such financings.

19. Please add a risk factor discussing the fact that all 500,000,000 shares of stock authorized
under your articles of incorporation are issued and out standing and  reconcile this with
your statement  on page 7 that management anticipates additional funding will be in the
form of equity financing from the sale of common stock.

Our game software, the Internet and electronic commerce services are subject to  security, page 9

20. The last three paragraphs of this risk factor are unrelated to the heading and should be
separated into a different risk factor related to competition.  Please revise accordingly .

We must be able to develop and implement an expansion st rategy, page 10

21. Given that your game  operates on an automated basis and is  Internet -based , please clarify
how your success depends on your ability to take advantage of efficiencies of scale  and
why your strategy includes expanding your geographic markets.

We will need to attract, train and retain additional highly qualified senior executives, page 11

22. Please discuss the obstacles you face in attracting qualified senior executives and
technical and managerial personnel given your inability to compensate such individuals.
Please also clarify how you can “continue to seek ” such staff members given your cu rrent
financial position.

Item 2. Financial Information, page 11

Overview, page 11

23. We note that this section largely repeats the disclosure already contained in the Business
section beginning on page 4.  Please revise to eliminate or minimize such dupli cative
disclosure.

24. Please provide support for your intent to employ sales, support and finance personnel
given your limited revenues and resources.  Please also clarify to what “actual ” increases
in personnel you are referring.

25. Please clarify how seasona l effects of other entertainment venues and holiday seasons
impact your operating results.

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 5

Management’s Discussion and Analysis of Financial Condition, page 12

26. We note that you have generated limited revenues to date and estimate that your capital
requirements to implement your busine ss strategy will be $250,000.  As such, p lease
revise your MD&A to include a plan of operation for the next twelve months in which
you discuss your business strategy and how you plan to implement it.

Liquidity and Capi tal Resources , page 1 3

27. Please provide support for the “anticipated growth ” you reference .

28. Please include a discussion of all material obligations that have had or may have an
impact on your liquidity.  We note, for example, that you have a number of outstanding
debt obligations.  Please discuss the amount of such obligations along with the relevant
interest rates and maturity dates.

Critical Accounting Policies and Estimates, page 14

Revenue Recognition, page 15

29. Your disclosure here indicates that you believe that once your service is subscribed you
consider revenue fully earned.   Please clarify how you record the quarterly and annual
subscription payments.   Specifically, please tell us whether you record the entire
quarterly or annual fee at the time o f subscription, or whether you record the fee ratably
over the subscription period.   If you record the entire fee at the time of subscription,
please tell us your basis in GAAP for this policy.   For guidance, refer to FASB ASC 605 -
10.  Specifically address  why you believe revenue for quarterly and annual subscriptions
is earned at the time subscribed as defined in FASB ASC 605 -10-25-1.

Item 3. Properties, page 16

30. We note your disclosure that TelcoSoftware.com is an unaffiliated company that provides
you w ith free office space.  Please tell us the basis upon which they provide such rent -
free space and your belief that such space will continue to be made available for the
foreseeable future.

31. Given the absence of a written rental agreement, please disclose t hat there is no guarantee
that the office space will continue to be made available without cost in the future.

Item 4. Security Ownership of Certain Beneficial Owners and Management, page 16

32. Please identify, in a footnote to accompany the table, the pe rsons who have or share
voting or investment power over the shares held by VaxStar LLC.

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 6

Item 5. Directors  and Executive Officers, page 16

33. Please revise to remove marketing language from this section, including the terms “deep ”
background and “extensive ” experience.

34. We note from your disclosure on page 6 that Mr. Teixeira is involved in outside business
activities.  Please revise to disclose any such current activities or other sources of
employment during the past 5 years.  Please also disclose here tha t he devotes 8 hours per
week to your business.

35. Please provide support for your statements regarding Mr. Teixeira ’s background in
technology growth companies, mergers and acquisitions, and capital market activities.

36. Please identify the company with whom Mr. Carmody served as Vice President of U.S.
Operations and Vice President of the sports division, and the periods in  which he served
in such capacities.

37. Please disclose when Mr. Liss began serving as your Secretary and the number of hours
he devotes to y our business per week .

Item 6. Executive Compensation, page 19

38. Please reconcile the disclosure that your executive officers have agreed to work without
compensation with the $1,000 of other compensation listed for Mr. Teixeira in the
summary compensation table for 2013.   Please also disclose what the $1,000 in other
compensation represents.

Item 7.  Certain Relationships a nd Related Transactions, page 19

39. For each related -party loan, credit facility, note, or financing arrangement, please dis close
all material terms of all such arrangements, including the amount  outstanding as of the
latest practicable date , the interest rate  and the maturity date .  Based on your balance
sheet, it appears that you have agreements with related parties for accou nts payable, a
secured note, a note payable and a demand note.  Please ensure that the material terms of
all such agreements are described in this section.  In addition, for the secured lending
agreement with your majority shareholder, please describe the collateral that serves as
security for the loan.  Refer to Item 404(a) of Regulation S -K.

40. Please file as exhibits any written agreements you have with Mr. Lee regarding the loans
made by him or the personal guarantees he has provided.  Similarly, file any  agreements
you have with Mr. Geary regarding the amount owed to him  and all of the other related
parties that you have identified or will identify in this section .

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 7

 Item 15. Financial Statements and Exhibits , page 22

41. We note that you have omitted the exhibits to Exhibit 2.1 .  Please refile this agreement to
include a statement that you agree to furnish supplementally a copy of any omitted
exhibits to the Commission upon request.  Refer to Item 601(b)(2) of Regulation S -K.

42. We note that Exhibit  10.1 is not a fully executed  copy of the agreement.  Please refile a
complete and fully executed copy of this agreement  in your next filing .  Refer to Item
601(b)(10) of Regulation S -K.

Report of Independent Registered Public Accounting Firm

43. Please file an ame nded Form 10 that includes an audit opinion with an opinion paragraph
citing the specific type of period on which the auditor is reporting.   Specifically, the
opinion paragraph currently states “periods then ended;” it should state, if true, “years
then en ded.”

44. Further, please either revise the Opinion or the title of the Statements of Loss for
consistency.   Currently the Opinion identifies a “Statement of Operations” while the face
of the financial statement is entitled “Statements of Loss.”

General

45. The financial statements should be updated, as necessary, to comply with Rule 8 -03 of
Regulation S -X at the effective date of the registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to  be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for