What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-08-31 compared with 2020-08-11 · 34 added, 243 removed, 8 unchanged (97% of the section changed)

for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

stock is currently quoted on the OTC marketplace under the symbol VSTR.

The high and low closing price for each quarterly period

of our last two fiscal years are listed below.

(a) Market Information

Our common stock

is currently quoted on the OTCQX marketplace under the symbol NCPL.

The high and low closing price for each quarterly period of our last

two fiscal years are listed below.

Fiscal Quarter ended

1 st Quarter –

2 nd Quarter –

August –

3 rd Quarter –

November 2018

4 th Quarter –

February –

1 st Quarter –

2 nd Quarter –

August –

3 rd Quarter –

November 2019

4 th Quarter –

February –

The quotations

set forth in the table above reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily

represent actual transactions.

Issuances of Unregistered Securities

204 shareholders of record of our common stock.

Agent and Registrar

agent and registrar for our common stock is Pacific American Stock Transfer Company with its business address at 4045 S Spencer

Street Suite 403, Las Vegas NV 89119.

1 st Quarter – May

2 nd Quarter – August – October

3 rd Quarter – November 2019 –

4 th Quarter – February – April

1 st Quarter – May – July 2020

2 nd Quarter – August – October

3 rd Quarter – November 2020 –

4 th Quarter – February – April

The quotations set

forth in the table above reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent

actual transactions.

Recent Issuances

of Unregistered Securities

There are 230 shareholders

of record of our common stock.

Transfer Agent

and Registrar

The transfer agent

and registrar for our common stock is Equity Stock Transfer LLC with its business address at 237 W 37 th Street, Suite 602,

New York, NY 10018.

We have never

paid dividends on our Common Stock and do not expect to do so in the foreseeable future.

We have never paid

dividends on our common stock and do not expect to do so in the foreseeable future.

(d) Securities

Authorized for Issuance under Equity Compensation Plans

have no equity compensation plan either approved or not approved by security holders, and there are no securities currently authorized

for issuance under any equity compensation plan.

However, our Board of Directors has previously approved share-based compensation

in lieu of cash compensation to various consultants and employees.

Such share-based compensation is recognized at the time of

grant equal to the fair value of the stock award at the time of the grant or at the time the award vests, if there is a vesting

We currently have

no equity compensation plan either approved or not approved by security holders, and there are no securities currently authorized for

issuance under any equity compensation plan.

However, our Board of Directors has previously approved share-based compensation in lieu

of cash compensation to various consultants and employees.

Such share-based compensation is recognized at the time of grant equal to

the fair value of the stock award at the time of the grant or at the time the award vests, if there is a vesting period.

Financial Data.

1 unchanged sentence

reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information under this item.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING

DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND

RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS ANNUAL REPORT.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS

THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE.

THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,

UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY

DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING

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.

take equity stakes in promising technology start-ups.

We play an active role in growing these companies by providing strategic

advice, technology consulting, and help with capital raising.

We specialize

in Reg CF offerings, under the provisions of Title III of the JOBS Act of 2012.

We believe that new capital raising techniques,

such as Reg 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.

D 506(c) allows an unlimited amount of money to be raised 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.

operating history and the uncertain nature of our future operations and the markets we address or intend to address make predictions

of our future results of operations difficult.

Our operations may never generate significant revenues, and we may not consistently

achieve profitable operations.

Management's Discussion and

Analysis of Financial Condition and Results of Operations

The following

discussion of our financial condition and results of operations should be read in conjunction with the financial statements and

related notes to the financial statements included elsewhere in this Form 10-K.

This discussion contains forward-looking statements

that relate to future events or our future financial performance.

These statements involve known and unknown risks, uncertainties

and other factors that may cause our actual results, levels of activity, performance

or achievements to be materially different from any future results, levels of activity, performance or achievements expressed

or implied by these forward-looking statements.

of Operations

Year 2020 Compared to Fiscal Year 2019

for fiscal 2020 increased by $739,946, or 73%, to $1,753,558 as compared to $1,013,612 reported for fiscal 2019.

in revenues is attributable to our consulting services.

We have expanded our consulting business, which concentrates on providing

assistance with capital raising, strategy, technology consulting and marketing.

of revenues decreased by $14,093, or 56%, to $11,105 in fiscal 2020, from $25,198 in fiscal 2019.

These costs primarily represent

cloud-based fees that we pay to perform services for our customers.

compensation increased by $291,099, or 447%, to $356,252 for fiscal 2020 from $65,153 reported in the prior fiscal year.

is primarily attributable to higher values of the price per share of our common stock in fiscal 2020, as compared to fiscal 2019.

In addition, a related party consultant and an outside consultant received stock-based compensation in fiscal 2020, but not in

expense decreased by $65,700, or 39%, to $102,600 for fiscal 2020 from $168,300 reported in the prior fiscal year.

decrease is primarily attributable to the compensation for our Chief Marketing Officer.

operating costs in fiscal 2020, including rent, marketing bad debt and general and administrative costs, costs for rent plus general

and administrative expenses remained basically the same, increasing by $5,851, or 4.5%, to $136,379 as compared to $130,528 in

of the above noted activity, our operating income increased by $522,789, or 84%, in fiscal 2020 to $1,147,222, as compared to

$624,433 in fiscal 2019.

Interest expense

decreased by $529 to $18,879 for the year ended April 30, 2020, as compared to $19,408 for the prior fiscal year.

Our debt balances

decreased slightly in fiscal 2020 due to $4,300 in principal payments during the year, which created the small decrease in interest

2020 we incurred a loss on the sale of investments of $527,540.

We sold equity we had earned in one of our consulting engagements

primarily to take advantage of a realized loss for tax purposes.

No realized gains or losses were recognized in fiscal 2019.

losses increased by $162,952, or 708%, to $185,952 for fiscal 2020 from $23,000 reported in the prior fiscal year.

In both years

we recognized an impairment loss related to a specific investment that we own.

We monitor all our assets for any changes in observable

prices from orderly transactions and we record an impairment expense when appropriate.

and Capital Resources

2020, we had cash and cash equivalents of $11,206 and negative working capital of $1,057,581 as compared to cash and cash equivalents

of $19,110 and negative working capital of $518,875 at April 30, 2019.

Net cash used

in operating activities amounted to $3,604 in fiscal 2020, as compared to net cash provided by operating activities of $30,558

in fiscal 2019.

The principal source of cash from operating activities was net income of $424,851, adjusted by stock-based compensation

of $356,252, a loss on the sale of investments of $527,540 and asset impairment of $185,952.

These sources of cash from operating

activities were offset by investments of $1,538,980 as a result of contract revenue with major customers.

2019, The principal source of cash from operating activities was net income of $582,880, adjusted by stock-based compensation

of $65,153, a bad debt allowance of $6,750 and asset impairment of $23,000.

These sources of cash from operating activities, which

included an increase in investments of $647,317 as a result of contract revenue with a major customer, NetCapital Systems LLC,

were partially offset by changes in assets and liabilities that used cash in the amount of $647,225.

no investing activity in fiscal 2020 or in fiscal 2019.

Net cash used

in financial activities in fiscal 2020 consisted of principal payments on a related party note totaling $4,300.

Net cash used

in financing activities in fiscal 2019 consisted of payments on demand notes of $14,940 and on a bank line of credit of $3,163.

These uses of cash were offset by a private placement of common stock that amounted to $5,000.

2020 and 2019, there were no expenditures for capital assets.

We do not anticipate any capital expenditures in the next fiscal

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 a substantial amount of debt and we have very limited liquidity.

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, acquisitions and the further development of game applications.

Furthermore, the report of our independent registered public accounting firm expresses doubt about our ability to continue as

a going concern.

debt payments for a bank loan, which has a balance of $34,324 at April 30, 2020, have been temporarily suspended because of our

limited cash flow.

We do continue to pay interest every month, at an interest rate that is approximately 5.5% per annum.

not paid principal or interest on our secured related-party debt, although we did retire $61,000 in unsecured related party debt

by selling investments that we held to the related party.

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.

$1,000,000 secured related party term loan is due on October 31, 2020, and we need to renegotiate the loan.

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.

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.

New Accounting

The new accounting

pronouncements in Note 1 to our financial statements, which are included in this Report, are incorporated herein by reference

Accounting Policies and Estimates

The preparation

of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States

requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures

of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during

the reporting period.

The most significant estimates include:

recognition and estimating allowance for doubtful accounts;

of long-lived assets;

tax valuation allowance.

We continually

evaluate our accounting policies and the estimates we use to prepare our financial statements.

In general, the estimates are based

on historical experience, on information from third party professionals and on various other sources and assumptions that are

believed to be reasonable under the facts and circumstances at the time such estimates are made.

Management considers an accounting

estimate to be critical if:

requires assumptions to be made that were uncertain at the time the estimate was made;

in the estimate, or the use of different estimating methods, could have a material impact

on our consolidated results of operations or financial condition.

Actual results

could differ from those estimates.

Significant accounting policies are described in Note 1 to our financial statements, which

are included in this Report.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP.

There are also areas in which management’s judgment in selecting any available alternative would not produce a materially

different result.

our accounting policies are deemed “critical”, as they require management's highest degree of judgment, estimates

and assumptions.

The following critical accounting policies are not intended to be a comprehensive list of all of our accounting

policies or estimates:

Company recognizes service revenue from its consulting contracts and its game website using the five-step model as prescribed

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;

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

for Doubtful Accounts

For subscribers

to our games website, in fiscal 2020 and 2019, we do not maintain allowances for doubtful accounts for estimated losses that result

from the inability or unwillingness of our customers to make required payments.

We have not carried any accounts receivable in

either fiscal year, as we have required our customers to make a non-refundable prepayment for our services.

record the Company’s accounts receivable at their net realizable value, the Company must assess their collectibility.

considerable amount of judgment is required in order to make this assessment, including an analysis of historical bad debts and

other adjustments, a review of the aging of the Company’s receivables, and the current creditworthiness of the Company’s

Generally, when a customer account reaches a certain level of delinquency, the Company provides an allowance

for the related amount receivable from the customer.

The Company writes off the accounts receivable balance from a

customer and the related allowance established when it believes it has exhausted all reasonable collection efforts.

Accounts receivable

of $0 and $6,000 were recorded at April 30, 2020 and 2019, respectively, and an allowance for doubtful accounts of $0 and $6,750

were recorded at April 30, 2020 and 2019, respectively.

of Long-Lived Assets

Accounting Standards Board (“FASB”) authoritative guidance requires that certain assets be reviewed for impairment

and, if impaired, remeasured at fair value whenever events or changes in circumstances indicate that the carrying amount of the

asset may not be recoverable.

Impairment loss estimates are primarily based upon management’s analysis and review of the

carrying value of long-lived assets at each balance sheet date, utilizing an undiscounted future cash flow calculation.

We recognized

an impairment loss of $185,952 and $23,000, in the fiscal 2020 and 2019, respectively, as we concluded the carrying amount of

the equity that we owned in an early-stage company was not recoverable and we wrote down the value of our investment.

the degree to which tax assets and loss carryforwards will result in a benefit based on expected profitability by tax jurisdiction.

A valuation allowance for such tax assets and loss carryforwards is provided when it is determined that such assets will more

likely than not go unused.

If it becomes more likely than not that a tax asset or loss carry-forward will be used, the related

valuation allowance on such assets is reversed.

Based upon several profitable quarters over the past two years, and our ability

to generate operating income of $1,147,222 and $624,433 in fiscal 2020 and 2019, respectively, and taxable income in both fiscal

years, we have reversed the valuation allowance from April 30, 2019 and recorded a current deferred tax asset of $180,000 as of

April 30, 2020.

The primary element that impacts the asset calculation relates to operating losses that were generated in the

years before our current management team was hired.

Sheet Arrangements

We have no off-balance sheet

arrangements.

About Market Risk

are not subject to fluctuations in interest rates, currency exchange rates or other financial market risks.

We have not made any

sales, purchases or commitments with foreign entities which would expose us to currency risks.

and Qualitative Disclosures about Market Risk.

We are a smaller

reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information under this item.

Statements and Supplementary Data.

Our Consolidated

Financial Statements required by this Item are included herein, commencing on page F-1.

in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity