SecProbe.io

August 22, 201 4

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

Re: ValueSetters , Inc.
 Amendment No. 1 to Form 10
Filed July 28, 2014
File No. 000 -55036

Dear Mr. Teixeira :

We have reviewed your responses to the comments in our letter dated September 30,
2013 and have the following additional comments.

General

1. We note that E DGAR  lists your name as ValueSetters  Corp, while you r registration
statement and Articles of Incorporation  list your name as ValueSetters, Inc.  Please
correct your name in E DGAR  or advise.

Forward -Looking Statements, page 3

2. We note your response to our prior comment 3 and reissue.  Please remove  the reference
to the Exchange Act  definition of forward -looking statements .  The safe harbor to which
you allude  does not apply to a registrant that issues penny stock.

Item 1. Business, page 4

Business and Operations, page 4

3. We note your response to our prior comment  6 and reissue in part.  Please also disclose
the number of free subscribers you had at the end of the last two complete fiscal years.

4. We note your disclosure that you began marketing the mobile VoIP app in the first
quarter of 2015.   Please clarify the type of marketing you have begun.

5. Please provide us with  support for the use of the terms  “significant” and “extensive” to
describe the experience of your advisory board members, or remove them if you are

Manuel Teixeira
ValueSetters, Inc .
August 22, 2014
Page 2

 unable to substantiate their use .  Please also provide us with support for  the reference s to
Atari,  Myspace and Napster.

6. Please disclose here the name of the individual who has a demand note payable of
$15,000.

7. We note your disclosure that Chase Bank has required only interest payments on the
$50,229 loan for the years ended April 30 , 2013 and 2012.  Please reconcile this with
your disclosure on page 18 which indicates that you pay $220  of principal every month,
and with the fact that the principal balance has decline d to $47,587 at June 30, 201 4.

8. We note your response to our prior comment 11.  Please briefly describe the application
that you provide on the Google Play app store and whether you derive any revenue from
this application.

We will need to attract, train and retain additional highly qual ified senior executives, page 15

9. We note your response to our prior comment 22 and reissue in part.  Please discuss the
obstacles you face in attracting qualified senior executives and technical and managerial
personnel given your inability t o compensate such individuals.

Management’s Discussion and Analysis  of Financial Condition, page 17

10. We note your response to our prior co mment 26 and reissue.  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 separately captioned plan of operation for the next twelve months in which
you discuss your business strategy and how you plan to implement it.

Liquidity and Capital Resources , page 1 7

11. We note your response to our prior comment 27 and reissue.  Please provide support for
the statement indicating that growth is  “anticipated .”  Please also clarify what you mean
by the term “white -label version” of songs, movies, games and apps.

12. We note your response to our prior comm ent 28  and reissue in part.  We note your
reference to the lo an with Vaxstar LLC as a demand note, but according to Exhibit 10.1 it
appears that this is a revolving loan with a maturity date of June 30, 2017.  Please revise
to disclose the maturity date  here and on pages 13 and 24  or advise.  Please also briefly
describe the collateral that serves as security for the loan.

Manuel Teixeira
ValueSetters, Inc .
August 22, 2014
Page 3

Item 7.  Certain Relationships a nd Related Transactions, page 24

13. Please reconcile the disclosure here and on page s 13 and 18 that the demand note held by
your founder is at a variable rate that approximates 2.5%, with the demand note filed as
Exhibit 10.2 which shows a rate of 3%.

14. We note your response to our prior comment 40.   We note that you have debt obligations
to Sean F. Lee, Steven Geary, and Sean S. Lee recorded as related party accounts payable
for which there are no signed agreements.   If the company is party to an oral contract that
would be required to be filed as an exhibit under Item 601(b)(10) of Regulation S -K if it
were written, you should provide a written description of the contract as an exhibit.  For
guidance, refer to Question 146.04 in the Regulation S -K section of our “Compliance and
Disclosure Interpret ations” which is available on the Commission’s website at
http://www.sec.gov.

15. We note f rom your disclosure on page F -11 that a director  personally guarantees the
Chase Bank line of credit .  Please provide the appropriate disclosure regarding the line of
credit and guarantee here.

Item 15.  Financial Statements and Exhibits, page 26

16. Please file your agreements with StationDigital and VoX Communications as exhibits or
tell us why you believe they are not required.

You may contact Kristin Shifflett  at 202 -551-3381 or Lyn Shenk, Accounting Branch
Chief,  at 202 -551-3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Stickel at 202 -551-3324 or me at 202-551-3469  with
any other questions.

Sincerely,

 /s/ Justin Dobbie

 Justin Dobbie
Legal Branch Chief