SEC Comment Letter for Netcapital Inc. (NCPL, NCPLW) (CIK 0001414767) (NCPL) — Feb 7, 2018
Netcapital Inc. (NCPL, NCPLW) (CIK 0001414767)
Date: Feb. 7, 2018 · CIK: 0001414767 · Accession: 0000000000-18-004291
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 February 6, 2018 Ms. Coreen S. Kraysler Chief Financial Officer ValueSetters, Inc. 745 Atlantic Avenue Boston, MA 02111
Re: ValueSetters , Inc. Form 10 -K for the Year Ended April 30, 2017 Filed September 8, 2017 Form 10 -Q for the period E nded October 31, 2017 Filed December 14, 2017 File No. 0-55036
Dear Ms. Kraysler :
We have limited our review of your filing to the financial statements and related disclosures 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -Q for the period ended October 31, 2017
Condensed Consolidated Statements of Operations
Note 6 -Related Party Transactions, page 9
1. We note that you recognized a $299,964 gain on debt settlement with your principal lender that , in accordance with the disclosures in Note 6, is also t he company’s largest shareholder. In the event there is a related party relationship, the extinguishment transaction between related parties may be in essence a capital transact ion. Please refer to the guidance in ASC 850 -10-60-3 and ASC 470 -50-40-2. Please tell us your consideration of whether this amount should be reported as a gain or capital transaction and revise the financial statements and all other disclosures accordin gly.
Ms. Coreen S. Kraysler ValueSetters, Inc. February 6, 2018 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned, at (202) 551 -3750 if you have questions regarding comments on the financial statements and related matters. Please contact the undersigned, at (202) 551 -3750 with any other questions.
Sincerely,
/s/ Melissa Raminpour
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Mail Stop 3561
February 6, 2018
Ms. Coreen S. Kraysler
Chief Financial Officer
ValueSetters, Inc.
745 Atlantic Avenue
Boston, MA 02111
Re: ValueSetters , Inc.
Form 10 -K for the Year Ended April 30, 2017
Filed September 8, 2017
Form 10 -Q for the period E nded October 31, 2017
Filed December 14, 2017
File No. 0-55036
Dear Ms. Kraysler :
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -Q for the period ended October 31, 2017
Condensed Consolidated Statements of Operations
Note 6 -Related Party Transactions, page 9
1. We note that you recognized a $299,964 gain on debt settlement with your principal
lender that , in accordance with the disclosures in Note 6, is also t he company’s largest
shareholder. In the event there is a related party relationship, the extinguishment
transaction between related parties may be in essence a capital transact ion. Please refer
to the guidance in ASC 850 -10-60-3 and ASC 470 -50-40-2. Please tell us your
consideration of whether this amount should be reported as a gain or capital transaction
and revise the financial statements and all other disclosures accordin gly.
Ms. Coreen S. Kraysler
ValueSetters, Inc.
February 6, 2018
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned, at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related matters. Please contact the undersigned, at (202) 551 -3750 with any other questions.
Sincerely,
/s/ Melissa Raminpour
Melissa Raminpour
Branch Chief
Office of Transportation and Leisure