Business Context and Reporting Period
This Form 8-K is a current report filed by Valuesetters Inc. (not Netcapital Inc.) on August 12, 2014, covering events occurring on August 1, 2014. The registrant is incorporated in Utah and maintains principal executive offices in White Plains, NY. The filing primarily addresses a change in the company's independent registered public accounting firm and provides disclosure regarding the company's use of social media channels.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document references prior audit reports for fiscal years ended April 30, 2013, and 2012, noting they were qualified regarding the uncertainty of the company continuing as a going concern, but no quantitative financial data is included in this report.
Material Changes
- Change in Certifying Accountant: On August 1, 2014, the former accountant, Silbersein Ungar, PLLC, notified the company that its client base was acquired by KLJ & Associates, LLP. Consequently, Silbersein Ungar, PLLC effectively resigned, and KLJ & Associates, LLP became the new independent registered public accounting firm.
- Board Approval: The engagement of the new accountant was approved by the Board of Directors on August 11, 2014.
- Audit History: There were no disagreements with the former accountant regarding accounting principles, practices, or audit scope during the two most recent fiscal years or the interim period through August 1, 2014.
Guidance, Outlook, and Risks
Social Media Disclosure: The company disclosed its use of social media, specifically a Facebook page, to communicate material information. Investors are directed to the SEC EDGAR website, the investor relations website, and press releases for official material information.
Risks and Contingencies: The filing notes that prior audit reports (2012 and 2013) contained qualifications regarding the uncertainty of the company continuing as a going concern. No new reportable events or disagreements with the former accountant were identified in the period leading up to the filing.
Investor Verification Checklist
- Verify the identity of the registrant as Valuesetters Inc. and confirm the transition to the new auditor, KLJ & Associates, LLP.
- Review the "Going Concern" qualification noted in the 2012 and 2013 audit reports to assess ongoing financial stability.
- Monitor the company's official social media channels and investor relations website for material updates as disclosed in Item 8.01.
- Confirm that no disagreements existed between the company and the former accountant regarding financial reporting.