Netcapital (NCPL) 10-K 30 Jul 18 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Apr. 30, 2018	Jun. 30, 2018	Oct. 31, 2017
Document And Entity Information
Entity Registrant Name	ValueSetters Inc.
Entity Central Index Key	1,414,767
Trading Symbol	VSTR
Document Type	10-K
Document Period End Date	Apr. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	No
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 647,008
Entity Common Stock, Shares Outstanding		731,694,210
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,018

Balance Sheets

Balance Sheets - USD ($)	Apr. 30, 2018	Apr. 30, 2017
Current assets:
Cash and cash equivalents	$ 1,655	$ 3,324
Accounts receivable	6,750
Prepaid expenses	35,000	16,424
Total current assets	43,405	19,748
Non-current prepaid expenses	25,700
Deposits	6,300
Investments at cost	23,000
Total assets	98,405	19,748
Current liabilities:
Accounts payable - Trade	278,987	285,219
Accounts payable - Related party	16,680	31,680
Accrued expenses	149,457	434,229
Deferred revenue	885	1,533
Notes payable - related parties	76,100	35,100
Secured note payable to related party		1,199,327
Current portion of long-term debt		533,066
Loan payable - bank	37,487	40,107
Demand notes payable	22,800	50,190
Total current liabilities	582,396	2,610,451
Long-term secured note payable to related party	1,000,000
Total liabilities	1,582,396	2,610,451
Commitments and Contingencies
Stockholders' deficit:
Common stock, $.001 par value; 900,000,000 shares authorized, 731,694,210 and 530,000,000 shares issued and outstanding in 2018 and 2017, respectively	731,694	530,000
Capital in excess of par value	1,434,328	660,439
Accumulated deficit	(3,650,013)	(3,781,142)
Total stockholders' deficit	(1,483,991)	(2,590,703)
Total liabilities and stockholders' deficit	$ 98,405	$ 19,748

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2018	Apr. 30, 2017
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ .001	$ .001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	731,694,210	530,000,000
Common stock, shares outstanding	731,694,210	530,000,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Income Statement [Abstract]
Revenues	$ 111,171	$ 21,508
Costs of revenues	23,885
Gross Profit	87,286	21,508
Cost and expenses:
Selling, general and administrative	149,137	25,196
Depreciation		381,060
Stock-based compensation	130,203	164,295
Total costs and expenses	279,340	570,551
Loss from operations	(192,054)	(549,043)
Other income (expense)
Interest expense	(69,490)	(115,301)
Loss on investments		(6,000)
Gain on debt conversion	385,823
Impairment loss		(158,772)
Other income	6,850	995
Total other income (expense)	323,183	(279,078)
Net income (loss) before taxes	131,129	(828,121)
Income tax
Net income (loss)	$ 131,129	$ (828,121)
Basic and diluted earnings (loss) per share	$ 0	$ 0
Weighted average number of shares outstanding	637,660,247	512,195,042

Shareholders Equity

Shareholders Equity - USD ($)	Common Stock [Member]	Capita lIn Excess Of ParValue	Accumulated Deficit [Member]	Total
Beginning balance at Apr. 30, 2016	$ 500,000	$ 661,039	$ (2,953,021)	$ (1,783,982)
Beginning balance (in shares) at Apr. 30, 2016	508,000,000
Net loss			(828,121)	(828,121)
Stock issued to purchase investments	$ 10,000	(3,000)		7,000
Stock issued to purchase investments (in shares)	10,000,000
Stock issued for services	$ 12,000	2,400		14,400
Stock issued for services (in shares)	12,000,000
Balance at Apr. 30, 2017	$ 530,000	660,439	(3,781,142)	(2,590,703)
Balance (in shares) at Apr. 30, 2017	530,000,000
Net loss			131,129	131,129
Stock issued for debt settlement	$ 153,277	624,828		778,105
Stock issued for debt settlement (in shares)	153,277,542
Stock issued to purchase investments	$ 10,000	13,000		23,000
Stock issued to purchase investments (in shares)	10,000,000
Stock issued for services	$ 38,417	136,062		174,479
Stock issued for services (in shares)	38,416,668
Balance at Apr. 30, 2018	$ 731,694	$ 1,434,328	$ (3,650,013)	$ (1,483,991)
Balance (in shares) at Apr. 30, 2018	731,694,210

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Operating activities
Net income (loss)	$ 131,129	$ (828,121)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	130,203	164,295
Depreciation		381,060
Gain on debt settlement	(385,823)
Impairment of fixed assets	0	158,772
Loss on investments		6,000
Changes in non-cash working capital balances
Accounts receivable	(6,750)
Prepaid expenses		(6,312)
Other assets	(6,300)	2,017
Accounts payable	(21,232)	96,267
Accrued expenses	109,266	12,327
Deferred revenue	(648)	(484)
Cash used in operating activities	(50,156)	(14,179)
Financing activities
Payments on bank loan	(2,620)	(2,640)
Payment on demand note	(500)
Payments on related party notes	(100)
Proceeds from demand note payable	21,700
Proceeds from note payable - related party	15,900
Proceeds from note payable - secured related party	14,107	19,300
Cash provided by financing activities	48,487	16,660
Increase (decrease) in cash and cash equivalents during the period	(1,669)	2,481
Cash and cash equivalents, beginning of the period	3,324	843
Cash and cash equivalents, end of the period	1,655	3,324
Cash paid for:
Interest	2,592	2,608
Income taxes

Description of Business and Sum

Description of Business and Summary of Accounting Principles	12 Months Ended
	Apr. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Summary of Accounting Principles	1. Description of Business and Summary of Accounting Principles Description of Business and Concentrations ValueSetters, Inc. (“ValueSetters,” “we,” “our,” or the “Company”) is a provider of consulting services, subscription services, advertising and digital goods using technology distribution platforms like the Internet and mobile devices in the media and entertainment markets. The financial statements are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s fiscal year end is April 30. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary after elimination of significant intercompany balances and transactions. The operations of a 100% owned subsidiary, AthenaSoft Inc., a Delaware corporation, is included beginning on October 20, 2017, the day of its formation by the Company. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. A valuation allowance has been established to eliminate the Company’s deferred tax assets as it is more likely than not that none of the deferred tax assets will be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. The Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure. Revenue Recognition The Company recognizes revenue only when all of the following criteria have been met: · Persuasive evidence of an arrangement exists; · Delivery has occurred or services have been rendered; · The fee for the arrangement is fixed or determinable; and · Collectability is reasonably assured. Revenues from consulting services are recognized in the period in which they are earned, which typically is upon the completion of a consulting engagement. In instances where a customer prepays for consulting services, the prepayment is recognized as a current liability until it is earned. Revenues from web-based services are recognized in the period in which they are earned, in accordance with the terms and conditions noted on our websites. In instances where a subscriber prepays for a service, any prepayment is recognized as a current liability until it is earned. Costs of Services Costs of services consist of direct costs that we pay to third parties in order to provide the services that generate revenue. Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of shares outstanding. To the extent that stock options and convertible debt are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For 2018 and 2017, the Company had no potentially dilutive securities. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents during fiscal 2018 and 2017. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimate relates to the accruals for income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Determination of Fair Value Cash and cash equivalents, accounts receivable, and accounts payable In general, carrying amounts approximate fair value because of the short maturity of these instruments. Deferred Revenue Deferred Revenue represents revenues collected but not earned as of the year end. The Company renders services, or rights to use its software, over a specific time period and revenues are recognized as earned as time passes. Debt At April 30, 2018 and 2017, the Company’s secured debt was carried at its face value plus accrued interest. On October 31, 2017, the Company renegotiated its secured related-party debt. Based on the financial condition of the Company, it is impracticable for the Company to estimate the fair value of its short and long-term debt. The Company has no instruments with significant off balance sheet risk. Recent Accounting Pronouncements In May 2014, FASB issued ASU 2014-09, "Revenue from Contracts with Customers". This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The revised effective date for this ASU is for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. We will adopt this ASU when effective. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU and our management is currently evaluating which transition approach to use. We are currently evaluating the possible impact of ASU 2014-09, but we do not anticipate that it will have a material impact on the Company's consolidated results of operations, financial position or cash flows. In February 2016, the FASB issued ASU 2016-02 – “Leases (Topic 842).” Under ASU 2016-02, entities will be required to recognize lease asset and lease liabilities by lessees for those leases classified as operating leases. Among other changes in accounting for leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. The amendments in ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018, including interim periods with those fiscal years, for public business entities. We are currently evaluating the effect of the adoption of ASU 2016-02 will have on our consolidated results of operations, financial position or cash flows. On June 20, 2018, the FASB expanded the scope of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Equity—Equity-Based Payments to Non-Employees The amendments in ASU No. 2018-07 apply “to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards,” the FASB said. But the amended guidance does not cover stock compensation that is used to provide financing to the company that issued the shares or stock awards tied to a sale of goods or services as part of a contract accounted for according to ASC 606, Revenue From Contracts With Customers The amendments are effective for public companies for fiscal years that begin after Dec. 15, 2018, and the quarterly and other interim periods in those years, the FASB said. Private companies have until their fiscal years that start after Dec. 15, 2019, before applying the changes to annual reports. Private companies can wait until their fiscal years that start after Dec. 15, 2020, before they apply the changes to their reporting periods of less than a year. The accounting board also said the amended guidance can be applied before it becomes effective, but businesses are not permitted to use the guidance in ASU No. 2018-07 before they have implemented ASC 606. We are currently evaluating the effect of the adoption of ASU 2018-07 will have on our consolidated results of operations, financial position or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Going Concern Matters and Reali

Going Concern Matters and Realization of Assets	12 Months Ended
	Apr. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern Matters and Realization of Assets	2. Going Concern Matters and Realization of Assets The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. However, the Company has sustained recurring losses from its continuing operations and as of April 30, 2018, had negative working capital of $538,991 and a stockholders’ deficit of $1,483,991. In addition, the Company is unable to meet its obligations as they become due and sustain its operations. The Company believes that its existing cash resources are not sufficient to fund its continuing operating losses, capital expenditures, lease and debt payments and working capital requirements. The Company may not be able to raise sufficient additional debt, equity or other cash on acceptable terms, if at all. Failure to generate sufficient revenues, achieve certain other business plan objectives or raise additional funds could have a material adverse effect on the Company’s results of operations, cash flows and financial position, including its ability to continue as a going concern, and may require it to significantly reduce, reorganize, discontinue or shut down its operations. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company which, in turn, is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in its existence. Management’s plans include: 1. Seek to raise debt or equity for working capital purposes and to pay off existing debt balances. With sufficient additional cash available to the Company, it can make additional marketing expenditures and hire people to generate more revenues, and consequently cut monthly operating losses. 2. Continue to look for software niches and digital products that can be sold via an Internet-based store. Various acquisition opportunities are being considered to help the Company generate additional revenues and obtain profitability. 3. Continue to provide consulting services and continue to charge both a cash fee and an equity-based fee, when possible, in exchange for these services. There can be no assurance that the Company will be able to achieve or maintain cash-flow-positive operating results. If the Company is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its business network, respond to competitive pressures or fund its operations. As a result, the Company may be required to significantly reduce, reorganize, discontinue or shut down its operations. The financial statements do not include any adjustments that might result from this uncertainty.

Debt

Debt	12 Months Ended
	Apr. 30, 2018
Debt Disclosure [Abstract]
Debt	3. Debt The following table summarizes components debt as of April 30, 2018 and 2017: 2018 2017 Interest Rate Secured lender (affiliate) $ 1,000,000 $ 1,199,327 1.25 % Term note - 333,066 3.0 % Term note - 200,000 2.0 % Notes payable – related parties 76,100 35,100 0.0 % Demand notes payable 22,800 50,190 0.0 – 10.0 % Loan payable – bank 37,487 40,107 5.5 % Total Debt $ 1,136,387 $ 1,828,803 As of April 30, 2018 and 2017, the Company owed its principal lender (“Lender”) $1,000,000 and $1,199,327, respectively, under a loan and security agreement (“Loan”) dated April 28, 2011, that was amended on July 26, 2014 and again on October 31, 2017. The Lender is also the largest shareholder of the Company, owning 271,371,454 shares of common stock, or 37.1% of the 731,694,210 shares issued and outstanding, as of April 30, 2018. The Loan was amended on October 31, 2017 to change the maturity date to October 31, 2020, reduce the interest rate from 8% to 1.25% per annum, and reduce the default interest rate from 15% to 8% per annum (the “Amendments”). In conjunction with the Amendments, the Lender also agreed to reduce the total debt and accrued interest payable by $453,031 to $1,000,000, in exchange for the Company issuing to the Lender 44,198,246 shares of its common stock. Consequently, upon issuance of the 44,198,246 shares, the Company recorded an increase of $44,198 in common stock and $408,833 in capital in excess of par value. In connection with the financing, the Company has agreed to certain restrictive covenants, including, among others, that the Company may not convey, sell, lease, transfer or otherwise dispose of any part of its business or property, except as permitted in the agreement, dissolve, liquidate or merge with any other party unless, in the case of a merger, the Company is the surviving entity, incur any indebtedness except as defined in the agreement, create or allow a lien on any of its assets or collateral that has been pledged to the Lender, make any loans to any person, except for prepaid items or deposits incurred in the ordinary course of business, or make any material capital expenditures. To secure the payment of all obligations to the Lender, the Company granted to the Lender a continuing security interest and first lien on all of the assets of the Company. As of April 30, 2018 and 2017, the Company’s related-party unsecured notes payable totaled $76,100 and $35,100, respectively. The Company also owes $37,487 and $40,107 as of April 30, 2018 and 2017, respectively, to Chase Bank. The Company pays $220 a month in principal payments on the outstanding balance, plus the monthly interest expense, which is calculated at a rate of 5.5% per annum. The debt to Chase Bank is personally guaranteed by a former Chief Executive Officer and Chairman of the Board (the “Former CEO”). The Former CEO sold shares of the Company to a third-party, and in addition to payments to the Former CEO, the contract of sale requires the third-party make monthly payments to Chase Bank to pay down the money owed to Chase Bank. Total payments received from the third-party in fiscal 2018 and 2017 amounted to $6,850 and $995, respectively, and were recorded as other income. Demand notes payable totaled $22,800 and $50,190 at April 30, 2018 and 2017. The Company owed $200,000 and $533,066 at April 30, 2017, respectively, to two individual note holders. A $200,000 note was due in September 2017 and accrued interest at an annual rate of 2%. On April 9, 2018, the holder converted the note and interest payable into 21,432,329 shares of common stock at a price of $0.01 per share. At the time of conversion the Company issued Common Stock valued at $122,164 to settle $214,323 in debt and accrued interest payable, resulting in a gain on debt conversion of $92,159. A second note for $333,066 (the “Second Note”), accrued interest at 3% per annum was due in June 2017. This note plus accrued interest was converted into shares of common stock on October 5, 2017. The Second Note was settled by issuing a total number of shares of 52,301,100, which were valued at $130,753, for the settlement of obligations of $443,011, resulting in a gain on debt settlement of $312,259. In addition to the above conversions of debt into equity, in the first quarter of fiscal 2018, the Company recorded a loss of $12,295 upon the issuance of 24,590,000 shares of stock to retire $24,590 in debt, and a loss of $6,299 was recorded in the third quarter of fiscal 2018 for the retirement of $26,973 in debt by the issuance of 8,755,867 shares of Common Stock.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Apr. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	4. Fair Value Measurements The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures of financial instruments on a recurring basis. Fair Value Hierarchy The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Determination of Fair Value Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the Company bases its fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future value. See Note 1 for a description of valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value where it is practicable to do so for financial instruments not recorded at fair value (disclosures required by the Fair Value Measurements Topic of the FASB Accounting Standards Codification).

Income Taxes

Income Taxes	12 Months Ended
	Apr. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes At April 30, 2018, the Company had net operating loss carryforwards for Federal income tax purposes of approximately $1,800,000 expiring in the years of 2019 through 2034. Utilization of the net operating losses may be subject to annual limitations provided by Section 382 of the Internal Revenue Code and similar State provisions. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law. The Act makes broad and significantly complex changes to the U.S. corporate income tax system by, among other things; reducing the U.S. federal corporate income tax rate from 35% to 21%, and potentially impacting our net operating loss carryforwards. Given the significant changes resulting from and complexities associated with the Act, the estimated financial impacts for fiscal 2018 are provisional. The ultimate outcome may differ from these provisional amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued and actions the Company may take as a result of the Act. Actual impacts on the Company’s net operating loss carryforwards are expected to be finalized after the Company's 2018 U.S. corporate income tax return is filed. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of April 30, 2018 and 2017 were as follows: 2018 2017 Deferred tax assets, net: Net operating loss carryforwards $ 1,800,000 $ 1,800,000 Valuation allowance 1,800,000 1,800,000 Net deferred assets $ — $ — As a result of the completion of the Company’s federal tax return for fiscal 2017, the amount of the net operating loss carryforwards for fiscal 2017 has been adjusted from $2,100,000 to $1,800,000. The net operating loss carryforwards and the valuation allowance both remain at $1,800,000 at April 30, 2018. Although the Company reported book income of $131,129 in fiscal 2018, the taxable income is estimated to be $158,772 less due to tax depreciation that is available on the Company’s federal tax return for fiscal 2018 that was recorded on the Company’s financial statements as an impairment expense in fiscal 2017. Consequently, the net operating loss carryforwards and the valuation allowance had not materially changed from April 30, 2017, and they remain at $1,800,000 on April 30, 2018. The following is a reconciliation of the tax provisions for the years ended April 30, 2018 and 2017 with the statutory Federal income tax rates: Percentage of Pre-Tax Income 2018 2017 Statutory Federal income tax rate 34.0 % 34.0 % Loss generating no tax benefit (34.0 ) (34.0 ) Effective tax rate — — The Company did not have any material unrecognized tax benefits as of April 30, 2018 and 2017. The Company does not expect the unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company recorded no interest and penalties relating to unrecognized tax benefits as of and during the years ended April 30, 2018 and 2017. The Company is subject to U.S. federal income tax, as well as taxes by various state jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the years ending April 30, 2015 through 2018.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Apr. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	6. Commitments and Contingencies Litigation The Company may be subject to legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability, if any, is not likely to have a material effect on the financial condition, results of operations or liquidity of the Company. However, as the outcome of litigation or legal claims is difficult to predict, significant changes in the estimated exposures could occur. The Company utilizes office space in Boston, Massachusetts, under a month-to-month lease agreement that allows to company to end its lease by providing 30-day written notice. The lease agreement includes a deposit of $6,300.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Apr. 30, 2018
Equity [Abstract]
Stockholders' Deficit	7. Stockholders’ Deficit The Company is authorized to issue 900,000,000 shares of its common stock, par value $0.001, 731,694,210 and 530,000,000 shares were outstanding as of April 30, 2018 and 2017, respectively. In fiscal 2018 38,416,668 shares were issued for stock-based compensation, 153,277,542 shares were issued for debt settlement transactions and 10,000,000 shares were issued to purchase a 20% interest in software development company. In fiscal 2017, 12,000,000 shares were issued for consulting services and 10,000,000 shares were issued to purchase shares and membership units in a total of seven early-stage companies. The following tables summarize information about options outstanding at April 30, 2018 and 2017. Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Number Contractual Exercise Number Exercise Range of Exercise Prices Outstanding Life (Years) Price Outstanding Price As of April 30, 2018 $0.03 18,000,000 1.02 $ 0.03 18,000,000 $ 0.03 As of April 30, 2017 $0.03 18,000,000 2.02 $ 0.03 17,913,777 $ 0.03 Number of Shares Exercise Price Per Share Average Exercise Price Outstanding April 30, 2016 18,000,000 $ 0.03 $ 0.03 Granted during year ended April 30, 2017 - - - Exercised/canceled during year ended April 30, 2017 - - - Outstanding April 30, 2017 18,000,000 $ 0.03 $ 0.03 Granted during year ended April 30, 2018 - - - Exercised/canceled during year ended April 30, 2018 - - - Outstanding April 30, 2018 18,000,000 $ $ 0.03 $ 0.03 Options exercisable, April 30, 2018 18,000,000 $0.03 $ 0.03 On May 7, 2014, the Company granted 5-year stock options that fully vest over a three year period to three consultants. Each consultant was granted an option to purchase up to 6 million shares of the Company’s common stock at a price of $0.03 per share. The Company entered consulting agreements to issue common stock and options to purchase common stock, and recorded the applicable non-cash expense in accordance with the authoritative guidance of the Financial Accounting Standards Board. For the years ended April 30, 2018 and 2017, the Company recorded $130,203 and $164,295, respectively, in stock-based compensation expense. As of April 30, 2018 and 2017, there was $60,699 and $16,423 of prepaid stock-based compensation expense. The shares of Common Stock issued to pay for services in fiscal 2018, and their corresponding value, are listed in the table below. The 10,000,000 shares valued at $70,000, for a marketing agreement, are for a two-year service period and theses shares account for the $60,699 of prepaid stock-compensation expense. $16,425 in prepaid stock compensation expense at April 30, 2017 was recognized as stock-based compensation in fiscal 2018. All other shares of Common Stock issued in fiscal 2018 were issued after services had been performed. Shares Value of Description Issued Shares Chief Executive Officer 13,375,000 $ 35,525 Chief Financial Officer 13,375,000 60,525 Chief Technology Officer 1,250,000 1,989 Marketing agreement 10,000,000 70,000 Marketing consultant 416,668 6,438 Total 38,416,668 $ 174,477 In fiscal 2017, one payment of 12,000,000 shares of Common Stock to a third-party vendor was valued at $14,400, and was the only stock issuance for services. The majority of the stock compensation expense in fiscal 2017 was related to the issuance of stock options in fiscal 2015, which vested over a three-year period. The shares of Common Stock issued to pay for services in fiscal 2018, and their corresponding value, are listed in the table below. The 10,000,000 shares valued at $70,000, for a marketing agreement, are for a two-year service period and theses shares account for the $60,699 of prepaid stock-compensation expense. $16,425 in prepaid stock compensation expense at April 30, 2017 was recognized as stock-based compensation in fiscal 2018. All other shares of Common Stock issued in fiscal 2018 were issued after services had been performed.

Earnings (Loss) Per Common Shar

Earnings (Loss) Per Common Share	12 Months Ended
	Apr. 30, 2018
Earnings Per Share [Abstract]
Earnings (Loss) Per Common Share	8. Earnings ( Loss) Per Common Share Earnings (loss) per common share data was computed as follows: 2018 2017 Net income (loss) $ 131,129 $ (828,121 ) Weighted average common shares outstanding 637,660,247 512,195,042 Effect of dilutive securities — — Weighted average dilutive common shares outstanding 637,660,247 512,195,042 Earnings (loss) per common share – basic $ 0.00 $ (0.00 ) Earnings (loss) per common share – diluted $ 0.00 $ (0.00 )

Related Party Transactions

Related Party Transactions	12 Months Ended
	Apr. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	9. Related Party Transactions Our largest shareholder, Vaxstar LLC, is also our working capital lender. As of April 30, 2018, we owe our largest shareholder $1,000,000, under a term note agreement that bears interest at an annual rate of 1.25%. We have not made any principal or interest payments to our working capital lender. Unpaid interest has been accrued. In connection with the financing, the Company has agreed to certain restrictive covenants, including, among others, that the Company may not convey, sell, lease, transfer or otherwise dispose of any part of its business or property, except as permitted in the agreement, dissolve, liquidate or merge with any other party unless, in the case of a merger, the Company is the surviving entity, incur any indebtedness except as defined in the agreement, create or allow a lien on any of its assets or collateral that has been pledge to the Lender, make any loans to any person, except for prepaid items or deposits incurred in the ordinary course of business, or make any material capital expenditures. We owe Steven Geary, a director, $31,680 as of April 30, 2018. This obligation is not interest bearing. $16,680 is recorded as a related party trade accounts payable and $15,000 as a related party note payable. We have no signed agreements for the indebtedness to Mr. Geary. At April 30, 2018, we owe $61,000 to a company controlled by one of our directors

Investments

Investments	12 Months Ended
	Apr. 30, 2018
Notes to Financial Statements
Investments	10. Investments During fiscal 2018, the Company acquired a 20% interest in AthenaSoft Corp., an entity that provides programming work services and sales to our wholly owned subsidiary, AthenaSoft Inc. The Company has no influence over the operations of AthenaSoft Corp. and recorded its investment at cost. During fiscal 2017, the Company acquired an equity interest in seven early-stage companies, Zelgor Inc., MadHat Media Inc, Chronability, Dark LLC, Storeboard Inc, Splyst LLC and Rivetz Corp. by issuing 10,000,000 shares of its common stock. When the Company acquires equity in another entity in exchange for consulting services, the Company only recognizes consulting revenues on its income statement and the cost of the investment on its balance sheet in instances where the value of the early-stage company can be determined through publicly available evidence such as audited financial statements or a market value on a trading platform. The Company recorded a valuation loss on investments at April 30, 2018 and 2017 of $0 and $6,000, respectively

Subsequent Events

Subsequent Events	12 Months Ended
	Apr. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events On May 1, 2018, the Company executed an agreement to purchase all the outstanding shares of common stock of SpaceoutVR, Inc., in exchange for 200,000 shares of common stock of the Company. The Company hired a Chief Marketing Officer on May 14, 2018, as reported in the Current Report on Form 8-K dated May 14, 2018. The Company evaluated subsequent events through July 30, 2018, the date these financial statements were available to be issued. There were no other material subsequent events that required recognition or additional disclosure in these financial statements

Description of Business and S18

Description of Business and Summary of Accounting Principles (Policies)	12 Months Ended
	Apr. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Concentrations	Description of Business and Concentrations ValueSetters, Inc. (“ValueSetters,” “we,” “our,” or the “Company”) is a provider of consulting services, subscription services, advertising and digital goods using technology distribution platforms like the Internet and mobile devices in the media and entertainment markets. The financial statements are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s fiscal year end is April 30.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary after elimination of significant intercompany balances and transactions. The operations of a 100% owned subsidiary, AthenaSoft Inc., a Delaware corporation, is included beginning on October 20, 2017, the day of its formation by the Company.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. A valuation allowance has been established to eliminate the Company’s deferred tax assets as it is more likely than not that none of the deferred tax assets will be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. The Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure.
Revenue Recognition	Revenue Recognition The Company recognizes revenue only when all of the following criteria have been met: · Persuasive evidence of an arrangement exists; · Delivery has occurred or services have been rendered; · The fee for the arrangement is fixed or determinable; and · Collectability is reasonably assured. Revenues from consulting services are recognized in the period in which they are earned, which typically is upon the completion of a consulting engagement. In instances where a customer prepays for consulting services, the prepayment is recognized as a current liability until it is earned. Revenues from web-based services are recognized in the period in which they are earned, in accordance with the terms and conditions noted on our websites. In instances where a subscriber prepays for a service, any prepayment is recognized as a current liability until it is earned.
Costs of Services	Costs of Services Costs of services consist of direct costs that we pay to third parties in order to provide the services that generate revenue.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of shares outstanding. To the extent that stock options and convertible debt are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For 2018 and 2017, the Company had no potentially dilutive securities.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents during fiscal 2018 and 2017.
Use of Estimates	Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimate relates to the accruals for income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Determination of Fair Value	Determination of Fair Value Cash and cash equivalents, accounts receivable, and accounts payable In general, carrying amounts approximate fair value because of the short maturity of these instruments.
Deferred Revenue	Deferred Revenue Deferred Revenue represents revenues collected but not earned as of the year end. The Company renders services, or rights to use its software, over a specific time period and revenues are recognized as earned as time passes.
Debt	Debt At April 30, 2018 and 2017, the Company’s secured debt was carried at its face value plus accrued interest. On October 31, 2017, the Company renegotiated its secured related-party debt. Based on the financial condition of the Company, it is impracticable for the Company to estimate the fair value of its short and long-term debt. The Company has no instruments with significant off balance sheet risk.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, FASB issued ASU 2014-09, "Revenue from Contracts with Customers". This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The revised effective date for this ASU is for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. We will adopt this ASU when effective. Companies may use either a full retrospective or modified retrospective approach to adopt this ASU and our management is currently evaluating which transition approach to use. We are currently evaluating the possible impact of ASU 2014-09, but we do not anticipate that it will have a material impact on the Company's consolidated results of operations, financial position or cash flows. In February 2016, the FASB issued ASU 2016-02 – “Leases (Topic 842).” Under ASU 2016-02, entities will be required to recognize lease asset and lease liabilities by lessees for those leases classified as operating leases. Among other changes in accounting for leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. The amendments in ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018, including interim periods with those fiscal years, for public business entities. We are currently evaluating the effect of the adoption of ASU 2016-02 will have on our consolidated results of operations, financial position or cash flows. On June 20, 2018, the FASB expanded the scope of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Equity—Equity-Based Payments to Non-Employees The amendments in ASU No. 2018-07 apply “to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards,” the FASB said. But the amended guidance does not cover stock compensation that is used to provide financing to the company that issued the shares or stock awards tied to a sale of goods or services as part of a contract accounted for according to ASC 606, Revenue From Contracts With Customers The amendments are effective for public companies for fiscal years that begin after Dec. 15, 2018, and the quarterly and other interim periods in those years, the FASB said. Private companies have until their fiscal years that start after Dec. 15, 2019, before applying the changes to annual reports. Private companies can wait until their fiscal years that start after Dec. 15, 2020, before they apply the changes to their reporting periods of less than a year. The accounting board also said the amended guidance can be applied before it becomes effective, but businesses are not permitted to use the guidance in ASU No. 2018-07 before they have implemented ASC 606. We are currently evaluating the effect of the adoption of ASU 2018-07 will have on our consolidated results of operations, financial position or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Debt (Tables)

Debt (Tables)	12 Months Ended
	Apr. 30, 2018
Debt Disclosure [Abstract]
Schedule of components debt	2018 2017 Interest Rate Secured lender (affiliate) $ 1,000,000 $ 1,199,327 1.25 % Term note - 333,066 3.0 % Term note - 200,000 2.0 % Notes payable – related parties 76,100 35,100 0.0 % Demand notes payable 22,800 50,190 0.0 – 10.0 % Loan payable – bank 37,487 40,107 5.5 % Total Debt $ 1,136,387 $ 1,828,803

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Apr. 30, 2018
Income Tax Disclosure [Abstract]
Schedule of deferred tax assets and liabilities	2018 2017 Deferred tax assets, net: Net operating loss carryforwards $ 1,800,000 $ 1,500,000 Valuation allowance 1,800,000 1,500,000 Net deferred assets $ — $ —
Schedule of tax provisions	Percentage of Pre-Tax Income 2018 2017 Statutory Federal income tax rate 34.0 % 34.0 % Loss generating no tax benefit (34.0 ) (34.0 ) Effective tax rate — —

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	12 Months Ended
	Apr. 30, 2018
Equity [Abstract]
Schedule of stockholders' deficit	Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Number Contractual Exercise Number Exercise Range of Exercise Prices Outstanding Life (Years) Price Outstanding Price As of April 30, 2018 $0.03 18,000,000 1.02 $ 0.03 18,000,000 $ 0.03 As of April 30, 2017 $0.03 18,000,000 2.02 $ 0.03 17,913,777 $ 0.03 Number of Shares Exercise Price Per Share Average Exercise Price Outstanding April 30, 2016 18,000,000 $ 0.03 $ 0.03 Granted during year ended April 30, 2017 - - - Exercised/canceled during year ended April 30, 2017 - - - Outstanding April 30, 2017 18,000,000 $ 0.03 $ 0.03 Granted during year ended April 30, 2018 - - - Exercised/canceled during year ended April 30, 2018 - - - Outstanding April 30, 2018 18,000,000 $ $ 0.03 $ 0.03 Options exercisable, April 30, 2018 18,000,000 $0.03 $ 0.03 Shares Value of Description Issued Shares Chief Executive Officer 13,375,000 $ 35,525 Chief Financial Officer 13,375,000 60,525 Chief Technology Officer 1,250,000 1,989 Marketing agreement 10,000,000 70,000 Marketing consultant 416,668 6,438 Total 38,416,668 $ 174,477

Earnings (Loss) Per Common Sh22

Earnings (Loss) Per Common Share (Tables)	12 Months Ended
	Apr. 30, 2018
Earnings Per Share [Abstract]
Schedule of earnings per share	2018 2017 Net income (loss) $ 131,129 $ (828,121 ) Weighted average common shares outstanding 637,660,247 512,195,042 Effect of dilutive securities — — Weighted average dilutive common shares outstanding 637,660,247 512,195,042 Earnings (loss) per common share – basic $ 0.00 $ (0.00 ) Earnings (loss) per common share – diluted $ 0.00 $ (0.00 )

Going Concern (Details Narrativ

Going Concern (Details Narrative)	Apr. 30, 2018USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital	$ (538,991)
Stockholders' equity deficit	$ 1,483,991

Debt (Details)

Debt (Details) - USD ($)	Apr. 30, 2018	Apr. 30, 2017
Debt Disclosure [Abstract]
Secured lender (affiliate)	$ 1,000,000	$ 1,199,327
Term note		333,066
Term note 2		200,000
Notes payable - related parties	76,100	35,100
Demand notes payable	22,800	50,190
Loan payable - bank	37,487	40,107
Total Debt	$ 1,136,387	$ 1,828,803

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Apr. 30, 2018	Apr. 30, 2017
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 1,800,000	$ 1,800,000
Valuation allowance	1,800,000	1,800,000
Net deferred assets

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Income Tax Disclosure [Abstract]
Statutory Federal income tax rate	34.00%	34.00%
Loss generating no tax benefit	(34.00%)	(34.00%)
Effective tax rate

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares	12 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Option activity
Number of Options, Outstanding (in shares)	18,000,000	18,000,000
Number of Options, Outstanding (in shares)		18,000,000
Number of Options exercisable	18,000,000	17,913,777
Weighted Average Remaining Contractual Life	1 year 7 days	2 years 7 days
Weighted Average Exercise Price
Weighted Average Exercise Price (in dollars per share)	$ 0.03	$ 0.03
Weighted Average Exercise Price (in dollars per share)	$ .03	$ 0.03

Stockholders' Deficit-Shares Is

Stockholders' Deficit-Shares Issued for Services (Details) - USD ($)	12 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Stock issued for services	$ 174,479	$ 14,400
Chief Executive Officer
Stock issued for services	$ 35,525
Stock issued for services (in shares)	13,375,000
Chief Financial Officer
Stock issued for services	$ 60,525
Stock issued for services (in shares)	13,375,000
Chief Technology Officer
Stock issued for services	$ 1,989
Stock issued for services (in shares)	1,250,000
Marketing Agreement
Stock issued for services	$ 70,000
Stock issued for services (in shares)	10,000,000
Marketing Consultant
Stock issued for services	$ 6,438
Stock issued for services (in shares)	416,668
Total
Stock issued for services	$ 174,477
Stock issued for services (in shares)	38,416,668

Earnings (Loss) Per Common Sh29

Earnings (Loss) Per Common Share (Details) - USD ($)	12 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Earnings Per Share [Abstract]
Net income (loss)	$ 131,129	$ (828,121)
Weighted average common shares outstanding	637,660,247	512,195,042
Effect of dilutive securities
Weighted average dilutive common shares outstanding	637,660,247	512,195,042
Earnings (loss) per common share – basic	$ 0	$ 0
Earnings (loss) per common share – diluted	$ 0	$ 0