Netcapital (NCPL) 10-K 5 Aug 22 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Apr. 30, 2022	Aug. 05, 2022	Oct. 31, 2021
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Apr. 30, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--04-30
Entity File Number	000-55036
Entity Registrant Name	NETCAPITAL INC.
Entity Central Index Key	0001414767
Entity Tax Identification Number	87-0409951
Entity Incorporation, State or Country Code	UT
Entity Address, Address Line One	1 Lincoln Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02111
City Area Code	781
Local Phone Number	925-1700
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 10,518,864
Entity Common Stock, Shares Outstanding		4,272,677
Documents Incorporated by Reference [Text Block]	None.
Auditor Location	Spokane, Washington
Auditor Name	Fruci & Associates II, PLLC
Auditor Firm ID	5525
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NCPL
Security Exchange Name	NASDAQ
Redeemable warrants exercisable for one share of Common Stock at an exercise price of $5.19
Title of 12(b) Security	Redeemable warrants exercisable for one share of Common Stock at an exercise price of $5.19
Trading Symbol	NCPLW
Security Exchange Name	NASDAQ

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Apr. 30, 2022	Apr. 30, 2021
Assets:
Cash and cash equivalents	$ 473,925	$ 2,473,959
Related party receivable	668
Accounts receivable net	2,433,900	1,356,932
Prepaid expenses	5,694	653,861
Total current assets	2,914,187	4,484,752
Deposits	6,300	6,300
Note receivable – related parties	202,000
Purchased technology	15,536,704	14,803,954
Investment in affiliate	240,080	122,914
Equity securities at fair value	12,861,253	6,298,008
Total assets	31,760,524	25,715,928
Current liabilities:
Trade	536,508	308,506
Related party	378,077	3,843,686
Accrued expenses	229,867	306,308
Stock subscription payable	33,400	1,199,996
Deferred revenue	2,532	622
Interest payable	222,295	116,483
Deferred tax liability	977,000	433,000
Related party debt	22,860	22,860
Secured note payable	1,400,000	1,000,000
Current portion of SBA loans	1,890,727	1,885,800
Loan payable - bank	34,324	34,324
Convertible notes payable	300,000
Total current liabilities	6,027,590	9,151,585
Long-term liabilities:
Long-term SBA loans, less current portion	495,073	2,385,800
Total Liabilities	6,522,663	11,537,385
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par value; 900,000,000 shares authorized, 2,934,344 and 2,178,766 shares issued and outstanding	2,934	2,178
Capital in excess of par value	22,479,769	15,168,987
Accumulated deficit	2,510,908	(992,622)
Total stockholders' equity	25,237,861	14,178,543
Total liabilities and stockholders' equity	$ 31,760,524	$ 25,715,928

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2022	Apr. 30, 2021
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares Authorized		900,000,000
Common Stock, Shares, Outstanding	2,934,344	2,178,766

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Apr. 30, 2022	Apr. 30, 2021
Income Statement [Abstract]
Revenues	$ 5,480,835	$ 4,721,003
Costs of services	110,115	759,158
Gross profit	5,370,720	3,961,845
Costs and expenses:
Consulting expense	892,567	687,191
Marketing	95,753	44,929
Rent	47,670	49,196
Payroll and payroll related expenses	3,763,845	3,117,075
General and administrative costs	1,602,031	464,955
Total costs and expenses	6,401,866	4,363,346
Operating income (loss)	(1,031,146)	(401,501)
Other income (expense):
Interest expense	(126,372)	(87,333)
Debt forgiveness	1,904,296
Unrealized gain on equity securities	3,275,745	2,571,494
Other income	25,007
Total other income (expense)	5,078,676	2,484,161
Net income before taxes	4,047,530	2,082,660
Income tax (expense) benefit	(544,000)	(613,000)
Net income	$ 3,503,530	$ 1,469,660
Basic earnings per share	$ 1.31	$ 1.18
Diluted earnings per share	$ 1.27	$ 0.89
Weighted average number of common shares outstanding:
Basic	2,666,173	1,250,002
Diluted	2,748,480	1,647,295

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock [Member]	Shares To Be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Apr. 30, 2020	$ 417		$ 3,141,021	$ (2,462,282)	$ 679,156
Beginning balance, shares at Apr. 30, 2020	417,059
Q4 stock-based compensation			1,406		1,406
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture	156
Net income, April 30, 2022				30,871	30,871
Ending balance, value at Jul. 31, 2020	$ 417		3,142,427	(2,431,411)	711,433
Ending balance, shares at Jul. 31, 2020	417,215
Q4 stock-based compensation	$ 2		18,555		18,557
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture	2,240
Net income, April 30, 2022				30,022	30,022
Ending balance, value at Oct. 31, 2020	$ 419		3,160,982	(2,401,389)	760,012
Ending balance, shares at Oct. 31, 2020	419,455
Shares issued to acquire funding portal	$ 1,666		11,329,582		11,331,248
Shares issued to acquire funding portal, shares	1,666,360
Return of shares of common stock	$ (5)		5
Return of shares of common stock, shares	(5,000)
Q4 stock-based compensation	$ 1		6,239		6,240
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture	937
Net income, April 30, 2022				42,642	42,642
Ending balance, value at Jan. 31, 2021	$ 2,081		14,496,808	(2,358,747)	12,140,142
Ending balance, shares at Jan. 31, 2021	2,081,752
Q4 stock-based compensation	$ 96		657,180		657,276
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture	95,937
Shares issued for debt settlement	$ 1		14,999		15,000
Shares issued for debt settlement, shares	1,077
Net income, April 30, 2022				1,366,125	1,366,125
Ending balance, value at Apr. 30, 2021	$ 2,178		15,168,987	(992,622)	14,178,543
Ending balance, shares at Apr. 30, 2021	2,178,766
Q4 stock-based compensation	$ 2		14,054		14,056
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture	937
Sale of common stock	$ 176		1,592,219		1,592,395
Sale of Stock, Number of Shares Issued in Transaction	176,934
Shares issued to settle related party accounts payable	$ 362		3,523,100		3,523,462
Shares issued to settle related party accounts payable, shares	361,736
Net income, April 30, 2022				1,457,410	1,457,410
Ending balance, value at Jul. 31, 2021	$ 2,718		20,298,360	464,788	20,765,866
Ending balance, shares at Jul. 31, 2021	2,718,373
Q4 stock-based compensation	$ 1		10,072		10,073
Net income, April 30, 2022				(274,156)	(274,156)
Ending balance, value at Oct. 31, 2021	$ 2,719		20,308,432	190,632	20,501,783
Ending balance, shares at Oct. 31, 2021	2,719,310
Q4 stock-based compensation	$ 55		553,967		554,022
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture	55,312
Purchase of equity interest	$ 50		499,950		500,000
Purchase of equity interest, in shares	50,000
Purchase of MSG Development Corp.	$ 50	244,250	488,450		732,750
Purchase of MSG Development Corp, in shares	50,000
Sale of common stock	$ 22		199,978		200,000
Sale of Stock, Number of Shares Issued in Transaction	22,222
Net income, April 30, 2022				1,821,006	1,821,006
Ending balance, value at Jan. 31, 2022	$ 2,896	244,250	22,050,777	2,011,638	24,309,561
Ending balance, shares at Jan. 31, 2022	2,896,844
Q4 stock-based compensation			29,030		29,030
Purchase of equity interest	$ 38		399,962		400,000
Purchase of equity interest, in shares	37,500
Net income, April 30, 2022				499,270	499,270
Ending balance, value at Apr. 30, 2022	$ 2,934	$ 244,250	$ 22,479,769	$ 2,510,908	$ 25,237,861
Ending balance, shares at Apr. 30, 2022	2,934,344

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Apr. 30, 2022	Apr. 30, 2021
OPERATING ACTIVITIES
Net income	$ 3,503,530	$ 1,469,660
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation	1,176,058	680,611
Non-cash revenue from the receipt of equity	(2,387,500)	(2,319,532)
Allowance for credit losses	76,630	60,325
Debt forgiveness	(1,904,302)
Unrealized gain on equity securities	(3,275,745)	(2,571,494)
Changes in deferred taxes	544,000	613,000
Changes in non-cash working capital balances:
Accounts receivable	(1,153,598)	(1,417,257)
Related party receivable	(668)
Prepaid expenses	16,290	(35,913)
Accounts payable and accrued expenses	281,904	172,204
Deferred revenue	1,910	(34)
Accrued interest payable	124,314	85,248
Accounts payable – related party	(9,490)	12,314
Net cash used in operating activities	(3,006,667)	(3,250,868)
INVESTING ACTIVITIES
Proceeds from purchase of funding portal subsidiary		364,939
Loans to affiliate	(202,000)
Investment in affiliate	(117,166)	(122,914)
Net cash provided by (used in) investing activities	(319,166)	242,025
FINANCING ACTIVITIES
Proceeds from SBA loans		4,271,600
Proceeds from secured lender	400,000
Proceeds from stock subscriptions	625,799	1,199,996
Proceeds from convertible notes	300,000
Cash flow provided by financing activities	1,325,799	5,471,596
Net increase (decrease) in cash	(2,000,034)	2,462,753
Cash and cash equivalents, beginning of the period	2,473,959	11,206
Cash and cash equivalents, end of the period	473,925	2,473,959
Supplemental disclosure of cash flow information:
Cash paid for taxes		4,988
Cash paid for interest	2,064	2,067
Supplemental Non-Cash Investing and Financing Information:
Common stock issued as prepaid compensation		646,500
Common stock issued to reduce related party payable	3,523,462
Common stock issued to purchase 10% interest in Caesar Media Group Inc.	900,000
Common stock for purchase of MSG Development Corp.	$ 732,750	$ 11,331,248

Description of Business and Sum

Description of Business and Summary of Accounting Principles	12 Months Ended
	Apr. 30, 2022
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 Netcapital Inc. (“Netcapital,” “we,” “our,” or the “Company”) is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies with disruptive technologies. The Netcapital funding portal is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. The consolidated 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 subsidiaries after elimination of significant intercompany balances and transactions. The wholly owned subsidiaries are Netcapital Funding Portal Inc., an equity-based funding portal registered with the SEC, Netcapital Advisors Inc., which provides marketing and strategic advice to select companies, and MSG Development Corp, which was acquired in November 2021. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. 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. 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 under ASC 606 The Company recognizes service revenue from its consulting contracts, funding portal and game website using the five-step model as prescribed by ASC 606: • 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; and • Recognition of revenue when or as, the Company satisfies a performance obligation. The Company identifies performance obligations in contracts with customers, which primarily are professional services, listing fees on our funding portal, and a portal fee of 4.9% of the money raised on the funding portal. The transaction price is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. The Company usually bills its customers before it provides any services and begins performing services after the first payment is received. Contracts are typically one year or less. For larger contracts, in addition to the initial payment, the Company may allow for progress payments throughout the term of the contract. Judgments and Estimates The estimation of variable consideration for each performance obligation requires the Company to make subjective judgments. The Company enters into contracts with customers that regularly include promises to transfer multiple services, such as digital marketing, web-based videos, offering statements, and professional services. For arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In its assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources, and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract. When agreements involve multiple distinct performance obligations, the Company allocates arrangement consideration to all performance obligations at the inception of an arrangement based on the relative standalone selling prices (SSP) of each performance obligation. Where the Company has standalone sales data for its performance obligations which are indicative of the price at which the Company sells a promised service separately to a customer, such data is used to establish SSP. In instances where standalone sales data is not available for a particular performance obligation, the Company estimates SSP by the use of observable market and cost-based inputs. The Company continues to review the factors used to establish list price and will adjust standalone selling price methodologies as necessary on a prospective basis. Service Revenue Service revenue from subscriptions to the Company's game website is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Professional services revenue is recognized over time as the services are rendered. When a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable. The Company estimates the amount to reserve for uncollectible amounts based on the aging of the contract balance, current and historical customer trends, and communications with its customers. These reserves are recorded as operating expenses against the contract asset (Accounts Receivable). Contract Assets Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services. Contract assets are included in other current assets in the consolidated balance sheets and will be recognized during the succeeding twelve-month period. Deferred Revenue Deferred revenues represent billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual plan subscription services and professional services not yet provided as of the balance sheet date. Deferred revenues that will be recognized during the succeeding twelve-month period are recorded as current deferred revenues in the consolidated balance sheets, with the remainder recorded as other non-current liabilities in the consolidated balance sheets. Costs to Obtain a Customer Contract Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized as other current or non-current assets and amortized on a straight-line basis over the life of the contract, which approximates the benefit period. The benefit period was estimated by taking into consideration the length of customer contracts, technology lifecycle, and other factors. All sales commissions are recorded as consulting fees within the Company's consolidated statement of operations. Remaining Performance Obligations The Company's subscription terms are typically less than one year. All of the Company’s revenues in the years ended April 30, 2022 and 2021, which amounted to $ 5,480,835 and $ 4,721,003 , respectively, are considered contract revenues. Contract revenue as of April 30, 2022 and 2021, which has not yet been recognized, amounted to $ 2,532 and $ 622 , respectively, and is recorded on the balance sheet as deferred revenue. The Company expects to recognize revenue on all of its remaining performance obligations over the next 12 months. Disaggregation of Revenue Our revenue is from U.S.-based companies with no notable geographical concentrations in any area. A distinction exists in revenue source; our revenues are either generated online or from personal services. Revenues disaggregated by revenue source consist of the following: Schedule of Disaggregation of Revenue Year Ended Year Ended Consulting services $ 3,878,233 $ 3,886,022 Fees from online services 1,602,602 834,981 Total revenues $ 5,480,835 $ 4,721,003 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 Per Share Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of vested, unrestricted common shares outstanding during the period. Diluted net income per share is computed based on the weighted average number of shares of common stock outstanding plus the effect of dilutive potential common shares outstanding during the period using the if-converted method. 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 2022 and 2021. The Company uses three financial institutions for its cash balances and has maintained cash balances that exceed federally insured limits. Accounts Receivable The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers, maintaining an allowance for potential credit losses. Accounts receivable is reported net of the allowance for doubtful accounts. The allowance is based on management’s estimate of the amount of receivables that will be collected. The Company recorded an allowance for doubtful accounts of $ 136,955 and $ 60,325 as of April 30, 2022 and 2021, respectively. Notes Receivable The Company lends money to companies in limited instances, performs ongoing credit evaluations of its notes receivable and establishes an allowance for potential credit losses when appropriate. Intangible Assets Intangible assets with defined useful lives are generally measured at cost less straight-line amortization. The useful life is determined using the period of the underlying contract or the period of time over which the intangible asset can be expected to be used. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The recoverable amount is the higher of either the fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital. Intangible assets with indefinite useful lives, such as trade names and trademarks, that have been acquired as part of acquisitions are measured at cost and tested for impairment annually, or if there is an indication that their value has declined. The following table sets forth the major categories of the intangible assts as of April 30, 2022 and 2021 Schedule of intangible assets April 30, 2022 April 30, 2021 Acquired users $ 14,288,695 $ 14,271,836 Acquired brand 583,429 532,118 Professional practice 556,830 — Literary works and contracts 107,750 — Total intangible assets $ 15,536,704 $ 14,803,954 Impairment of Long-Lived Assets 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. The Company did not recognize an impairment loss in fiscal 2022 and 2021. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including the vesting of restricted stock grants to employees, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to common stock and capital in excess of par value during the period during which services are rendered. Advertising Expenses Advertising and marketing expenses are recorded separately in the Statements of Operations and are expensed as incurred. Equity Securities All investments in equity securities are initially measured at cost. Cost is based upon either the cost of the investment, the fair value of the services provided or the estimated market value of the investment at the time it was acquired, whichever can be more clearly determined. If the Company identifies an observable price change in an orderly transaction for an identical or similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred. 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 investments, the allowance for doubtful accounts and the calculation of stock-based compensation for the stock options. 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. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses 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.

Concentrations

Concentrations	12 Months Ended
	Apr. 30, 2022
Risks and Uncertainties [Abstract]
Concentrations	2. Concentrations For the year ended April 30, 2022, the Company had one customer that constituted 22% of its revenues, a second customer that constituted 22% of its revenues, and a third customer that constituted 18% of its revenues. For the year ended April 30, 2021, the Company had one customer that constituted 30% of its revenues, a second customer that constituted 15% of its revenues, a third customer that constituted 14% of its revenues and a fourth customer that accounted for 11% of its revenues.

Debt

Debt	12 Months Ended
	Apr. 30, 2022
Debt Disclosure [Abstract]
Debt	3. Debt The following table summarizes components debt as of April 30, 2022 and 2021: Schedule of Debt 2022 2021 Interest Rate Secured lender $ 1,400,000 $ 1,000,000 8.0 % Notes payable – related parties 22,860 22,860 0.0 % Convertible promissory notes 300,000 — 8.0 % U.S. SBA loan — 1,885,800 1.0 % U.S. SBA loan 500,000 500,000 3.75 % U.S. SBA loan 1,885,800 1,885,800 1.0 % Loan payable – bank 34,324 34,324 7.0 % Total debt 4,142,984 5,328,784 Less: current portion of long-term debt 3,647,911 2,942,984 Total long-term debt $ 495,073 $ 2,385,800 As of April 30, 2022 and 2021, the Company owed its principal lender (“Lender”) $1,400,000 and $1,000,000, respectively, under a loan and security agreement (“Loan”) dated April 28, 2011, that was amended on July 26, 2014 and several times thereafter so that the maturity date is now April 30, 2023. 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. On February 9, 2022, the Company issued and sold in a private placement $300,000 of unsecured convertible promissory notes (the “February 2022 Notes”). These notes bear interest at a rate of 8% per annum and have a maturity date of February 9, 2023. In addition, the February 2022 Notes will automatically convert simultaneously with the closing of a Qualified Equity Financing (as defined below) into a number of securities sold in the Qualified Equity Financing equal to the quotient obtained by dividing (a) an amount equal to the amount of the February 2022 Notes outstanding on the closing date of such Qualified Equity Financing by (b) a conversion price equal to the lesser of (1) $10.00 and (2) 80% of the price per share paid for securities sold in such Qualified Equity Financing upon the closing of such Qualified Equity Financing. A “Qualified Equity Financing” means the offer and sale for cash by us of any of our equity securities with the principal purpose of raising capital and that results in aggregate gross proceeds to us of at least $5,000,000. As of April 30, 2022 and 2021, unsecured convertible promissory notes totaled $300,000 and 0, respectively. As of April 30, 2022 and 2021, the Company’s related-party unsecured notes payable totaled $22,860. The Company also owes $34,324 as of April 30, 2022 and 2021 to Chase Bank. For the loan from Chase Bank, the Company pays interest only on a monthly basis, which is calculated at a rate of 7.0% per annum. On May 6, 2020, the Company borrowed $1,885,800 (the “May Loan”), on June 17, 2020 the Company borrowed $500,000 (the “June Loan”), and on February 2, 2021, the Company borrowed $1,885,800 (the “February Loan”) from a U.S. Small Business Administration (“SBA”) loan program. The May loan bore interest at a rate of 1% per annum and the SBA postponed any installment payments until September 6, 2021. In November 2021 the May Loan was forgiven in its entirety, including accrued interest of $18,502. As a result, the Company recognized debt forgiveness of $1,904,296 in the year ended April 30, 2022. The June Loan required installment payments of $2,594 monthly, beginning on June 17, 2021, over a term of thirty years. However, the SBA has postponed the first installment payment for 18 months. Interest accrues at a rate of 3.75% per annum. The Company agreed to grant a continuing security interest in its assets to secure payment and performance of all debts, liabilities, and obligations to the SBA. The June Loan was personally guaranteed by the Company’s Chief Financial Officer. The February loan bears interest at a rate of 1% per annum and the due date of the first payment has been postposed by the SBA because the Company has applied for forgiveness of the February Loan in its entirety. As of April 30, 2022, future payments under debt obligations over each of the next five years and thereafter were as follows: Schedule of future payments under debt obligations Twelve months ended April 30: 2023 $ 3,647,911 2024 12,126 2025 12,563 2026 13,016 2027 13,485 Thereafter 443,883 Minimum future payments of principal $ 4,142,984

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Apr. 30, 2022
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. Cash and cash equivalents, accounts receivable, and accounts payable In general, carrying amounts approximate fair value because of the short maturity of these instruments. 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. Financial assets measured at fair value on a recurring basis are summarized below as of April 30, 2022 and 2021: Schedule of Financial assets measured at fair value on a recurring basis Level 1 Level 2 Level 3 Total April 30, 2022 Equity securities at fair value $ — $ 12,861,253 $ — $ 12,861,253 April 30, 2021 Equity securities at fair value $ — $ 6,298,008 $ — $ 6,298,008 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, 2022
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes As of April 30, 2022, the Company had net operating loss carryforwards for Federal income tax purposes of approximately $ 1,108,000 expiring in the years of 2023 through 2042. 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. 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, 2022 and 2021 were as follows: Schedule of Income Taxes 2022 2021 Deferred tax assets, net: Net operating loss carryforwards $ 322,000 $ 141,000 Bad debt expense 40,000 17,000 Stock-based compensation 357,000 155,000 Asset impairment loss — — Deferred tax assets 719,000 313,000 Deferred tax liability Unrealized gain 1,696,000 746,000 Total deferred tax liability 1,696,000 746,000 Total net deferred tax assets (liabilities) $ (977,000 ) $ (433,000 ) For fiscal 2022, our income tax expense was $ 544,000 , with an effective tax rate of 13% . Our effective tax rate and the resulting provision for income taxes were impacted by tax benefits related to a net operating loss carryforward of $1.1 million and non-taxable debt forgiveness of $1.9 million. For fiscal 2021, our income tax expense was $ 613,000 , with an effective tax rate of 29% , similar to the statutory rate for federal and state taxes. The Company did not have any material unrecognized tax benefits as of April 30, 2022 and 2021. 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, 2022 and 2021. 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, 2020 through 2022.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Apr. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	6. Commitments and Contingencies Litigation The Company is 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. There are no known legal complaints or claims against the Company. The Company utilizes virtual office space in Boston, Massachusetts, at a cost of approximately $5,700 per month under a membership agreement that ends on September 30, 2023. The membership agreement includes a deposit of $6,300. A novel strain of coronavirus, or COVID-19, has spread throughout the world and has been declared to be a pandemic by the World Health Organization. As of the date this report was issued, our operations have not been significantly impacted by the COVID-19 outbreak. The number of people establishing accounts on our website Netcapital.com more than doubled during the pandemic. Most of our employees work remotely from a home office to access our technology, which runs 24 hours a day on the internet. However, we cannot at this time predict the specific extent, duration, or full impact that the COVID-19 outbreak will have on our financial condition, operations, and business plans for fiscal year 2023. Our operations have adapted social distancing practices, and the next expected milestones of our product may be impacted, and we may experience delays in anticipated timelines and milestones.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Apr. 30, 2022
Equity [Abstract]
Stockholders’ Equity	7. Stockholders’ Equity The Company is authorized to issue 900,000,000 shares of its common stock, par value $0.001. As of April 30, 2022 and 2021, there were 2,934,344 and 2,178,766 shares outstanding, respectively. In fiscal 2022, 57,186 shares of common stock were issued for stock-based compensation, 361,736 shares of common stock were issued to settle related party liabilities in conjunction with the purchase Netcapital Funding Portal Inc., 199,156 shares of common stock were sold in a private placement to accredited investors at a price of $9 per share, 50,000 shares of common stock were issued to purchase MSG Development Corp. and 87,500 shares were issued in conjunction with the purchase of a 10% interest in Caesar Media Group Inc. In fiscal 2021, 99,270 shares of common stock were issued for stock-based compensation, 1,666,360 shares of common stock were issued to purchase Netcapital Funding Portal Inc., and 5,000 shares of common stock were returned to the Company in exchange for a 20% ownership of AthenaSoft Corp. that was acquired by the Company during fiscal 2018. The book value of the AthenaSoft Corp. shares surrendered by the Company was zero dollars, as the Company had recognized an impairment loss in a prior year. The Company also issued 1,077 shares of common stock, valued at $15,000, to pay a $15,000 liability. For the years ended April 30, 2022 and 2021, the Company recorded $1,176,058 and $680,611, respectively, in stock-based compensation expense. As of April 30, 2022 and 2021, there was $0 and $631,878 of prepaid stock-based compensation expense. The table below presents the components of stock-based compensation expense for the years ended April 30, 2022 and 2021. Schedule of stock-based compensation expense Description April 30, 2022 April 30, 2021 Chief Executive Officer $ 40,608 $ 161,107 Chief Financial Officer 40,608 161,107 Chief Marketing Officer 109,547 31,693 Related party consultant 25,908 76,882 Marketing consultant 5,603 5,286 Marketing consultant 380,441 119,059 Marketing consultant — 20,000 Marketing consultant 118,405 28,595 Business consultant 25,908 76,882 Company secretary and director 100,000 — Business development manager 300,000 — Employee stock options 29,030 — Total $ 1,176,058 $ 680,611 The table below presents the number of shares issued as compensation for the years ended April 30, 2022 and 2021: Year Ended Year Ended Description April 30, 2022 April 30, 2021 Company secretary and director 10,000 — Business development manager 30,000 — Chief Marketing Officer 10,417 3,646 Marketing consultant 469 624 Marketing consultant — 20,000 Marketing consultant — 75,000 Total 50,886 99,270 The table below presents the prepaid stock-based compensation expense as of April 30, 2022 and 2021: Year Ended Year Ended Description April 30, 2022 April 30, 2021 Chief Executive Officer $ — $ 40,608 Chief Financial Officer — 40,608 Related party consultant — 25,908 Business consultant — 25,908 Marketing consultant — 380,441 Marketing consultant — 118,405 Total $ — $ 631,878 The following tables summarize information about stock options outstanding as of April 30, 2022 and 2021: Schedule of stock options outstanding Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (Years) Price Outstanding Price As of April 30, 2022 $10.50 - $10.50 271,000 9.79 $ 10.50 16,945 $ 10.50 As of November 30, 2021 — — $ — — $ — Schedule of stock options activity Number of Exercise Price Average Outstanding May 1, 2020 — — $ — Issued during year ended April 30, 2021 — — $ — Exercised/canceled during year ended April 30, 2021 — — $ — Outstanding April 30, 2021 — — $ — Issued during year ended April 30, 2022 272,000 $ 10.50 - $ 10.50 $ 10.50 Exercised/canceled during year ended April 30, 2022 1,000 $ 10.50 - $ 10.50 $ 10.50 Options outstanding April 30, 2022 271,000 $ 10.50 - $ 10.50 $ 10.50 Options exercisable, April 30, 2022 16,945 $ 10.50 - $ 10.50 $ 10.50

Earnings Per Common Share

Earnings Per Common Share	12 Months Ended
	Apr. 30, 2022
Earnings Per Share [Abstract]
Earnings Per Common Share	8. Earnings Per Common Share Earnings per common share data was computed as follows: Schedule of earnings per share 2022 2021 Net income $ 3,503,530 $ 1,469,660 Weighted average common shares outstanding 2,666,173 1,250,002 Effect of dilutive securities 82,307 397,293 Weighted average dilutive common shares outstanding 2,748,480 1,647,295 Earnings per common share – basic $ 1.31 $ 1.18 Earnings per common share – diluted $ 1.27 $ 0.89 Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of vested, unrestricted common shares outstanding during the period. Diluted net income per share is computed based on the weighted average number of shares of common stock outstanding plus the effect of dilutive potential common shares outstanding during the period using the if-converted method. Dilutive potential common shares include 39,901 and 397,296 shares, for the years ended April 30, 2022 and 2021, respectively, that are issuable to satisfy a supplemental consideration liability. In fiscal 2022, the Company also had $300,000 in convertible promissory notes plus $5,326 in accrued interest payable that could convert, at a price per share of $7.20, into 42,406 shares of common stock. Outstanding stock options, totaling 271,000 and 0 for the years ended April 30, 2022 and 2021, respectively, were not included in the calculation of dilutive securities because their effect was anti-dilutive.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Apr. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	9. Related Party Transactions The Company’s majority shareholder, Netcapital Systems LLC, owns 1,671,360 shares of common stock, or 57.7% of the Company as of April 30, 2022. The Company has a demand note payable to Netcapital Systems LLC of $4,600 and a demand note payable to one of its former managers of $3,200. In addition, as of April 30, 2021, the Company accrued a payable of $3,817,516 for supplemental consideration owed in conjunction with its purchase of Netcapital Funding Portal Inc., which was reduced to $294,054 as of April 30, 2022, because of the issuance to 361,736 shares of common stock, valued at $3,523,462. Of the 361,736 shares that were issued, a total of 32,458 shares, representing a reduction in the payable amount of $346,821, were issued to managers of Netcapital Systems LLC, and 3,151 shares, representing a reduction in the payable amount of $30,691, were issued to our Chief Executive Officer. The company paid its majority shareholder $357,429 and $200,000 in the years ended April 30, 2022 and 2021, respectively, for use of the software that runs the website www.netcapital.com. The Company also had a sale of $15,000 for consulting services to its majority shareholder during fiscal 2022. The Company received revenues of $39,360 and $660,486 for the years ended April 30, 2022 and 2021, respectively from ChipBrain, Inc. Our Chief Executive Officer is a member of the board of directors of ChipBrain, Inc. The Company owns 710,200 shares of ChipBrain, Inc., valued at $1,704,480. Our Chief Executive Officer is a member of the board of directors of KingsCrowd Inc. The Company owns 3,815,745 shares of KingsCrowd Inc., valued at $3,815,745. Our Chief Executive Officer is a member of the board of directors of Deuce Drone LLC. The Company owns 2,350,000 membership interest units of Deuce Drone LLC., valued at $2,350,000. The Company has notes receivable aggregating $152,000 from Deuce Drone LLC as of April 30, 2022. Compensation expense to officers in the years ended April 30, 2022 and 2021 consisted of common stock valued at $190,763 and $353,907, respectively, cash compensation of $265,688 and $332,724, respectively, and options to purchase common stock valued at $3,147 and $0, respectively. Compensation to a related party consultant in the years ended April 30, 2022 and 2021 consisted of common stock valued at $25,908 and $76,882, respectively, and cash compensation of $60,000 and $81,431, respectively. This consultant is also the controlling shareholder of Zelgor Inc., and the Company earned revenues from Zelgor Inc. of $5,500 and $1,400,000 in the years ended April 30, 2022 and 2021. The Company owns 1,400,000 shares of Zelgor Inc., valued at $1,400,000 and holds a note receivable of $50,000 as of April 30, 2022. Compensation to the President of Netcapital Systems LLC amounted to $96,000 and $114,284 in the years ended April 30, 2022 and 2021, respectively. We owe Steven Geary, a director, $31,680 as of April 30, 2022 and 2021. 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. The Company made an investment of $240,080 in an affiliate, 6A Aviation Alaska Consortium, Inc., in conjunction with a land lease in an airport in Alaska. Our Chief Executive Officer is also the Chief Executive Officer of 6A Aviation Alaska Consortium, Inc. As a result of the investment, the Company is a 19% owner of 6A Aviation Consortium Inc. As of April 30, 2022 and 2021, we owed $0 and $9,490 to a company controlled by one of our former directors. We paid cash compensation of $0 and $29,738 to this former director for the years ended April 30, 2022 and 2021, respectively. In November 2021, we issued a member of our Board 10,000 shares of common stock for his service as a member of our board and audit committee, valued at $100,000. On February 2, 2022, the Company granted to members of our Board an aggregate of 25,000 options to purchase shares of our common stock at an exercise price of $10.50 per share. An option to purchase 10,000 shares of common stock was granted to the Chairman of the Board and each of the three independent board members received an option to purchase 5,000 shares of common stock. The options vest on a monthly basis over 48 months and expire in 10 years. Coreen Kraysler, our Chief Financial Officer, has personally guaranteed a $500,000 promissory note from the U.S. Small Business Administration. The note bears interest at an annual rate of 3.75%, has a 30-year term, and monthly payments of $2,594 are scheduled to begin on June 17, 2022. The Company recorded $19,844 in revenues from a company that Cecilia Lenk, our Chief Executive Officer, serves as a member of the board of managers.

Investments

Investments	12 Months Ended
	Apr. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Investments	10. Investments In April 2022, the Company received 3,000,000 units of Cust Corp. as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.40 per unit based on a sales price of $0.40 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $1,200,000. As of April 30, 2022, the Company owned 3,000,000 units which are valued at $1,200,000. In January 2022, the Company received 1,700,000 units of ScanHash LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.25 per unit based on a sales price of $0.25 per unit on an online funding portal. The receipt of the units satisfied $425,000 of an accounts receivable balance. As of April 30, 2022, the Company owned 1,700,000 units which are valued at $425,000. In January 2022, the Company received 2,850,000 units of Hiveskill LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.25 per unit based on a sales price of $0.25 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $712,500. As of April 30, 2022, the Company owned 2,850,000 units which are valued at $712,500. In fiscal 2022, the Company purchased a 10% interest, or 400 shares of common stock, in Caesar Media Group Inc. (“Caesar”) for an initial purchase price of 50,000 shares of the Company’s common stock, valued at $500,000. Caesar is a marketing and technology solutions provider. The purchase agreement includes additional contractual requirements for the Company and Caesar, including the issuance of an additional 150,000 shares of common stock of the Company over a two-year period. The Company issued 37,500 shares of its common stock in April 2022 as part of its contractual payment obligations. As of April 30, 2022, there have been no observable price changes in the value of the Caesar’s common stock and the Company has valued its ownership in Caesar at cost, which is $900,000. In May 2020, the Company entered a consulting contract with Watch Party LLC (“WP”), which allowed the Company to receive up to 110,000 membership interest units of WP in return for consulting services. The WP units are valued at $2.14 per unit based on a sales price of $2.14 per unit on an online funding portal, resulting in revenues of $235,400 for the year ended April 30, 2021. As of April 30, 2022 and 2021, the Company owned 110,000 WP units, which are valued at $235,400. In May 2020, the Company entered a consulting contract with ChipBrain LLC (“Chip”), which allowed the Company to receive up to 710,200 membership interest units of Chip in return for consulting services. The Company earned 500,000 membership interest units in the quarter ended July 31, 2020 and earned the remaining units in the quarter ending October 31, 2020. The Chip units were initially valued at $0.93 per unit based on a sales price of $0.93 per unit on an online funding portal, resulting in revenues of $660,486 for the year ended April 30, 2021. Subsequently, ChipBrain sold identical units for $2.40 per unit, and as of April 30, 2022 and 2021, the units owned by the Company are valued at $1,704,480. In May 2020, the Company entered a consulting contract with a related party, Zelgor Inc. (“Zelgor”), which allowed the Company to receive up to 1,400,000 shares of common stock of Zelgor in return for consulting services. The Company earned 1,050,000 shares in the quarter ended July 31, 2020 and 350,000 shares in the quarter ending October 31, 2020. The Zelgor shares are valued at $1.00 per share based on a sales price of $1.00 per share on an online funding portal, resulting in revenues of $1,400,000 for the year ended April 30, 2021. On January 2, 2020, the Company entered a consulting contract with Deuce Drone LLC (“Drone”), which allowed the Company to receive up to 2,350,000 membership interest units of Drone in return for consulting services. The Company earned all 2,350,000 membership interest units in fiscal 2020. The Drone units were valued at $0.35 per unit based on a sales price of $0.35 per unit when the units were earned, or $822,500. Drone subsequently sold identical Drone units for $1.00 per unit on an online funding portal and as of April 30, 2022 and 2021, the units owned by the Company are valued at $2,350,000 In August 2019, the Company entered a consulting contract with KingsCrowd LLC (“KingsCrowd”), which allowed the Company to receive 300,000 membership interest units of KingsCrowd in return for consulting services. The KingsCrowd units were valued at $1.80 per unit based on a sales price of $1.80 per unit when the units were earned, or $540,000. In December 2020, KingsCrowd converted from a limited liability company to a corporation to facilitate raising capital under Regulation A. KingsCrowd filed a Form 1-A Offering Statement under the Securities Act of 1933 and is selling shares at $1.00 per share. In connection with the conversion to a corporation, each membership interest unit converted into 12.71915 shares of common stock. As of April 30, 2022 and 2021, the Company owned 3,815,745 shares of KingsCrowd Inc., valued at $3,815,745 as of April 30, 2022 and $540,000 as of April 30, 2021. During fiscal 2019, the Company entered a consulting contract with Netcapital Systems LLC (“Netcapital”), which allowed the Company to receive up to 1,000 membership interest units of Netcapital in return for consulting services. The Company earned 40 units in the quarter ended July 31, 2020, at a value of $91.15 per unit, or $3,646. The Company earned all 1,000 Netcapital units but sold a portion of the units in fiscal 2020 at a sales price of $91.15 per unit. As of April 30, 2022 and 2021, the Company owned 528 Netcapital units, at a value of $48,128. On July 20, 2020 the Company entered a consulting agreement with Vymedic, Inc. for a $40,000 fee over a 5-month period. Half the fee was payable in stock and half is payable in cash. As of April 30, 2022 and 2021, the Company owned $20,000 worth of stock. The following table summarizes the components of equity securities as of April 30, 2022 and 2021: Schedule of investments April 30, 2022 April 30, 2021 Netcapital Systems LLC $ 48,128 $ 48,128 Watch Party LLC 235,400 235,400 Zelgor Inc. 1,400,000 1,400,000 ChipBrain LLC 1,704,480 1,704,480 Vymedic Inc. 20,000 20,000 C-Reveal Therapeutics LLC 50,000 — Deuce Drone LLC 2,350,000 2,350,000 Hiveskill LLC 712,500 — ScanHash LLC 425,000 — Caesars Media Group Inc. 900,000 — Cust Corp. 1,200,000 — Kingscrowd Inc. 3,815,745 540,000 Total $ 12,861,253 $ 6,298,008 The above investments in equity securities are within the scope of ASC 321. The Company monitors the investments for any changes in observable prices from orderly transactions. All investments are initially measured at cost and evaluated for impairment. No impairment expense was recognized in the years ended April 30, 2022 and 2021. In fiscal 2022, the Company identified that Kingscrowd Inc. had an observable price change. The result of the price change was an increase in the fair value of the equity securities totaling $3,275,745 in the fiscal year ended April 30, 2022, which was recorded in the income statement as an unrealized gain on equity securities. In fiscal 2021, there were observable price changes in two securities, ChipBrain LLC and Deuce Drone LLC. The result of these price changes was an increase in the fair value of the equity securities totaling $2,571,494 in the fiscal year ended April 30, 2021, which was recorded in the income statement as an unrealized gain on equity securities.

Business Acquisition

Business Acquisition	12 Months Ended
	Apr. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Business Acquisition	11. Business Acquisition On November 2, 2021, the owners of ValuCorp Inc. (“ValuCorp”), a business valuation firm, formed a new company MSG Development Corp. (“MSG”) and transferred most of the assets of ValuCorp to MSG. The Company entered into an exchange agreement (“Agreement”) whereby the Company received 100% of the outstanding shares of MSG in exchange for 75,000 shares of common stock of the Company. 50,000 shares of the Company’s common stock were issued in December 2021 and four annual installments of 6,250 shares are due over the next four years. The Company finalized the allocation of the purchase price of the assets acquired in the purchase of MSG. The value assigned to the professional practice was derived using multi-period excess earnings methods under the income approach. This approach estimates the excess earnings generated over the lives of the customers that existed as of the acquisition date and discounts such earnings to present value. The customers, the business practice and other intangible assets are deemed to have a useful life of fifteen years and will be amortized on a straight-line basis over the useful life. MSG’s assets were less than 20% of the value of the Company’s assets and the Company’s investment in MSG is less than 20% of the Company’s market value. Furthermore, the revenue and operating income of MSG’s predecessor, ValuCorp, for the prior two years, is less than 20% of the revenue and operating income of the Company. Upon evaluation of the components of the business combination, including the relative voting rights in the combined entity, the composition of the governing body and senior management of the combined entity, the relative size of each entity and the terms of the exchange of equity interests, the Company recorded the transaction in the third quarter of fiscal 2022 as a purchase. The following table summarizes the value of the consideration for MSG and the amounts of the assets acquired in conjunction with the Agreement. MSG had no liabilities. Schedule of Merger agreement Total consideration: 75,000 shares of common stock of the Company $ 732,750 Recognized amounts of identifiable assets acquired: Professional practice intangible $ 556,830 Technology-related intangibles 36,650 Marketing-related intangibles 14,660 Computer-related intangibles 49,111 Customer-related intangibles 16,859 Contract-related intangibles 36,650 Human capital and artistic-related intangibles 21,990 Total identifiable net assets $ 732,750 The fair value of the common shares issued as the consideration for MSG was determined by the most recent closing price of the Company’s common shares at the time the shares were issued. Seven identifiable intangible assets were valued, as noted in the above table (the “Intangible Assets”). The estimated market value of the Intangible Assets on the date of purchase was $1,000,000, and the value of the 75,000 shares of common stock of the Company, payable as consideration was $9.77 per share, or $732,750. The value of the Intangible Assets has been recorded at an aggregate value of $732,750. None of MSG’s revenues and earnings are included in the Company’s consolidated income statements through the day of closing of November 8, 2021. The consolidated income statements for the year ended April 30, 2022, include $250,100 in revenues from MSG for the period November 8, 2021 to April 30, 2022. MSG was a newly formed company with no operations when it was purchased. It had intangible assets that were contributed by its founder (the “Founder”) and no liabilities. Consequently, there are no supplemental pro forma revenues and earnings to report. In conjunction with the purchase of MSG, the Company retained the Founder, who is a valuation professional, to operate the business. The parties agreed that Founder shall receive the first $360,000 in gross profits per year as his compensation, that the Company would receive the next $720,000 per year in gross profits and any gross profits beyond $1,080,000 per year shall be split one-third to the Founder and two-thirds to the Company. On August 23, 2020, the Company entered into an Agreement and Plan of Merger (“Agreement”) whereby Netcapital Systems LLC (“Systems”) would become an 80% owner of the Company. Pursuant to the requirements of this agreement, the Company filed a definitive information statement on Form 14C on September 21, 2020 to change the Company’s corporate name from ValueSetters, Inc. to Netcapital Inc. and to amend the Company’s Articles of Incorporation to effect a stock combination, or reverse stock split, pursuant to which 2,000 shares of the Company’s common stock would be exchanged for one new share of common stock. In conjunction with the merger agreement, the Company issued 1,666,360 shares of common stock to Systems on November 5, 2020. The Agreement was a tax-free merger of Netcapital Funding Portal Inc. (“FP”), a wholly owned subsidiary of Systems, with Netcapital Acquisition Vehicle Inc., an indirect wholly owned subsidiary of the Company, wherein FP was the surviving corporation. This transaction was designed to enhance the Company’s revenues and ability to provide services to democratize the private capital markets while helping companies at all stages to build, grow and fund their businesses with a full range of services from strategic advice to raising capital. As a result of the transaction, the Company is expected to be a leading provider of private capital transactions for entrepreneurs seeking to raise money under the exemption provided by section 4(a)(6) of the Securities Act of 1933, which allows private companies to raise up to $5 million every 12 months. ASC 805-10-25-4 requires the identification of one of the combining entities in each business combination as the acquirer. Upon evaluation of the components of the business combination, including the relative voting rights in the combined entity, the composition of the governing body and senior management of the combined entity, the relative size of each entity and the terms of the exchange of equity interests, the Company recorded the transaction in the third quarter of fiscal 2021 as a purchase. In conjunction with the purchase, Systems agreed to vote all of its shares of common stock to support the resolutions of the existing board of directors of the Company. The following table summarizes the value of the consideration for FP and the amounts of the assets acquired and liabilities assumed in conjunction with the Agreement. Schedule of Merger agreement Consideration: 1,666,360 shares of common stock of the Company $ 11,331,248 Payment of promissory notes and interest 3,817,516 Total consideration $ 15,148,764 Recognized amounts of identifiable assets acquired, and liabilities assumed: Cash $ 358,634 Current assets 8,894 Accounts payable (22,718 ) Platform users 7,080,319 Platform investors 6,288,392 Platform issuers 903,125 Unpatented technology 532,118 Total identifiable net assets $ 15,148,764 The fair value of the common shares issued as the consideration for FP was determined by the most recent (the prior day’s) closing price of the Company’s common shares at the time the shares were issued. The fair value of the assets and the liabilities of FP equaled their book value. Four identifiable intangible assets were valued; platform users, platform investors, platform issuers and unpatented technology (collectively the “Intangible Assets”). The estimated market value of the Intangible Assets is approximately $27,800,000. This amount is derived from valuing the IP functionality, brand, and license of FP at $1,000,000; valuing current issuers and pipeline issuers at approximately $14,000 each; valuing platform users at $382 each; and valuing investors at $1,025 each. These values are derived from comparing the FP Intangible Assets to the values recorded by funding portal offerings of FP’s competitors in public filings via Regulation CF and Regulation A. The excess of purchase price over the total identifiable tangible net assets of $344,810, leaves an aggregate value of $14,803,954 to be assigned to the Intangible Assets. The estimated value of the $27,800,000 of Intangible Assets is allocated on a percentage basis in the above table to equal $14,803,954. None of FP’s revenues and earnings are included in the Company’s consolidated income statements through the day of closing of November 5, 2020. The consolidated income statements for the year ended April 30, 2021 include $834,981 in revenues from FP. If the entities had been combined for the two reporting periods, the supplemental pro forma revenues and earnings are as follows: Schedule of Pro forma revenue and earnings Revenues Earnings Supplemental pro forma for 4/1/20 – 11/04/20 $ 2,866,063 $ 282,264 Supplemental pro forma for 4/1/19 – 11/04/19 $ 1,018,200 $ 680,212 Included in the supplemental pro forma information above is revenue earned by the Company from Netcapital Systems LLC of $ 18,646 and $ 152,864 in the periods ended November 4, 2020 and 2019, respectively. Each quarter the Company reviews events and circumstances to determine if impairment of indefinite-lived intangible assets is indicated. During the years ended April 30, 2022 and 2021, we did not identify any triggering events or circumstances, including impacts due to COVID-19, which would indicate an impairment of indefinite-lived intangible assets.

Subsequent Events

Subsequent Events	12 Months Ended
	Apr. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events The Company evaluated subsequent events through the date these financial statements were available to be issued. On July 14, 2022, the Company paid in full two outstanding convertible promissory notes and accrued interest payable totaling $310,192 by the issuance of 93,432 shares of common stock of the Company. The Company also issued 39,901 shares of common stock to pay off the $294,054 balance of supplemental consideration due to Netcapital Systems LLC. See Note 9. On July 15, 2022, the Company completed an underwritten public offering of 1,205,000 shares of the Company’s common stock and warrants to purchase 1,205,000 shares of the Company’s common stock at a combined public offering price of $4.15 per share and warrant. The gross proceeds from the offering were $5,000,750 prior to deducting underwriting discounts, commissions, and other offering expenses. The warrants have a per share exercise price of $5.19, are exercisable immediately, and expire five years from the date of issuance. In conjunction with this offering, the shares and warrants began trading on The Nasdaq Capital Market on July 13, 2022, under the ticker symbols “NCPL” and “NCPLW,” respectively. In addition, the Company granted the underwriter a 45-day option to purchase up to an additional 180,750 shares of common stock and/or up to 180,750 additional warrants to cover over-allotments, if any. In connection with the closing of the offering, the underwriter partially exercised its over-allotment option and purchased an additional 111,300 warrants. The underwriter retains the right to exercise the balance of its over-allotment option within the 45-day period. On July 21, 2022 the company paid $1 million to its secured lender, Vaxstar LLC, to reduce the principal balance on its debt from $1,400,000 to $400,000.

Description of Business and S_2

Description of Business and Summary of Accounting Principles (Policies)	12 Months Ended
	Apr. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of significant intercompany balances and transactions. The wholly owned subsidiaries are Netcapital Funding Portal Inc., an equity-based funding portal registered with the SEC, Netcapital Advisors Inc., which provides marketing and strategic advice to select companies, and MSG Development Corp, which was acquired in November 2021.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. 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. 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 under ASC 606	Revenue Recognition under ASC 606 The Company recognizes service revenue from its consulting contracts, funding portal and game website using the five-step model as prescribed by ASC 606: • 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; and • Recognition of revenue when or as, the Company satisfies a performance obligation. The Company identifies performance obligations in contracts with customers, which primarily are professional services, listing fees on our funding portal, and a portal fee of 4.9% of the money raised on the funding portal. The transaction price is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. The Company usually bills its customers before it provides any services and begins performing services after the first payment is received. Contracts are typically one year or less. For larger contracts, in addition to the initial payment, the Company may allow for progress payments throughout the term of the contract.
Judgments and Estimates	Judgments and Estimates The estimation of variable consideration for each performance obligation requires the Company to make subjective judgments. The Company enters into contracts with customers that regularly include promises to transfer multiple services, such as digital marketing, web-based videos, offering statements, and professional services. For arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In its assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources, and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract. When agreements involve multiple distinct performance obligations, the Company allocates arrangement consideration to all performance obligations at the inception of an arrangement based on the relative standalone selling prices (SSP) of each performance obligation. Where the Company has standalone sales data for its performance obligations which are indicative of the price at which the Company sells a promised service separately to a customer, such data is used to establish SSP. In instances where standalone sales data is not available for a particular performance obligation, the Company estimates SSP by the use of observable market and cost-based inputs. The Company continues to review the factors used to establish list price and will adjust standalone selling price methodologies as necessary on a prospective basis.
Service Revenue	Service Revenue Service revenue from subscriptions to the Company's game website is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Professional services revenue is recognized over time as the services are rendered. When a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable. The Company estimates the amount to reserve for uncollectible amounts based on the aging of the contract balance, current and historical customer trends, and communications with its customers. These reserves are recorded as operating expenses against the contract asset (Accounts Receivable).
Contract Assets	Contract Assets Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services. Contract assets are included in other current assets in the consolidated balance sheets and will be recognized during the succeeding twelve-month period.
Deferred Revenue	Deferred Revenue Deferred revenues represent billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual plan subscription services and professional services not yet provided as of the balance sheet date. Deferred revenues that will be recognized during the succeeding twelve-month period are recorded as current deferred revenues in the consolidated balance sheets, with the remainder recorded as other non-current liabilities in the consolidated balance sheets.
Costs to Obtain a Customer Contract	Costs to Obtain a Customer Contract Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized as other current or non-current assets and amortized on a straight-line basis over the life of the contract, which approximates the benefit period. The benefit period was estimated by taking into consideration the length of customer contracts, technology lifecycle, and other factors. All sales commissions are recorded as consulting fees within the Company's consolidated statement of operations.
Remaining Performance Obligations	Remaining Performance Obligations The Company's subscription terms are typically less than one year. All of the Company’s revenues in the years ended April 30, 2022 and 2021, which amounted to $ 5,480,835 and $ 4,721,003 , respectively, are considered contract revenues. Contract revenue as of April 30, 2022 and 2021, which has not yet been recognized, amounted to $ 2,532 and $ 622 , respectively, and is recorded on the balance sheet as deferred revenue. The Company expects to recognize revenue on all of its remaining performance obligations over the next 12 months.
Disaggregation of Revenue	Disaggregation of Revenue Our revenue is from U.S.-based companies with no notable geographical concentrations in any area. A distinction exists in revenue source; our revenues are either generated online or from personal services. Revenues disaggregated by revenue source consist of the following: Schedule of Disaggregation of Revenue Year Ended Year Ended Consulting services $ 3,878,233 $ 3,886,022 Fees from online services 1,602,602 834,981 Total revenues $ 5,480,835 $ 4,721,003
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 Per Share	Earnings Per Share Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of vested, unrestricted common shares outstanding during the period. Diluted net income per share is computed based on the weighted average number of shares of common stock outstanding plus the effect of dilutive potential common shares outstanding during the period using the if-converted method.
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 2022 and 2021. The Company uses three financial institutions for its cash balances and has maintained cash balances that exceed federally insured limits.
Accounts Receivable	Accounts Receivable The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers, maintaining an allowance for potential credit losses. Accounts receivable is reported net of the allowance for doubtful accounts. The allowance is based on management’s estimate of the amount of receivables that will be collected. The Company recorded an allowance for doubtful accounts of $ 136,955 and $ 60,325 as of April 30, 2022 and 2021, respectively.
Notes Receivable	Notes Receivable The Company lends money to companies in limited instances, performs ongoing credit evaluations of its notes receivable and establishes an allowance for potential credit losses when appropriate.
Intangible Assets	Intangible Assets Intangible assets with defined useful lives are generally measured at cost less straight-line amortization. The useful life is determined using the period of the underlying contract or the period of time over which the intangible asset can be expected to be used. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The recoverable amount is the higher of either the fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital. Intangible assets with indefinite useful lives, such as trade names and trademarks, that have been acquired as part of acquisitions are measured at cost and tested for impairment annually, or if there is an indication that their value has declined. The following table sets forth the major categories of the intangible assts as of April 30, 2022 and 2021 Schedule of intangible assets April 30, 2022 April 30, 2021 Acquired users $ 14,288,695 $ 14,271,836 Acquired brand 583,429 532,118 Professional practice 556,830 — Literary works and contracts 107,750 — Total intangible assets $ 15,536,704 $ 14,803,954 Impairment of Long-Lived Assets 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. The Company did not recognize an impairment loss in fiscal 2022 and 2021. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including the vesting of restricted stock grants to employees, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to common stock and capital in excess of par value during the period during which services are rendered. Advertising Expenses Advertising and marketing expenses are recorded separately in the Statements of Operations and are expensed as incurred. Equity Securities All investments in equity securities are initially measured at cost. Cost is based upon either the cost of the investment, the fair value of the services provided or the estimated market value of the investment at the time it was acquired, whichever can be more clearly determined. If the Company identifies an observable price change in an orderly transaction for an identical or similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred. 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 investments, the allowance for doubtful accounts and the calculation of stock-based compensation for the stock options. 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. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses 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.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets 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. The Company did not recognize an impairment loss in fiscal 2022 and 2021.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including the vesting of restricted stock grants to employees, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to common stock and capital in excess of par value during the period during which services are rendered.
Advertising Expenses	Advertising Expenses Advertising and marketing expenses are recorded separately in the Statements of Operations and are expensed as incurred.
Equity Securities	Equity Securities All investments in equity securities are initially measured at cost. Cost is based upon either the cost of the investment, the fair value of the services provided or the estimated market value of the investment at the time it was acquired, whichever can be more clearly determined. If the Company identifies an observable price change in an orderly transaction for an identical or similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred.
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 investments, the allowance for doubtful accounts and the calculation of stock-based compensation for the stock options. 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses 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.

Description of Business and S_3

Description of Business and Summary of Accounting Principles (Tables)	12 Months Ended
	Apr. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Disaggregation of Revenue	Schedule of Disaggregation of Revenue Year Ended Year Ended Consulting services $ 3,878,233 $ 3,886,022 Fees from online services 1,602,602 834,981 Total revenues $ 5,480,835 $ 4,721,003
Schedule of intangible assets	Schedule of intangible assets April 30, 2022 April 30, 2021 Acquired users $ 14,288,695 $ 14,271,836 Acquired brand 583,429 532,118 Professional practice 556,830 — Literary works and contracts 107,750 — Total intangible assets $ 15,536,704 $ 14,803,954

Debt (Tables)

Debt (Tables)	12 Months Ended
	Apr. 30, 2022
Debt Disclosure [Abstract]
Schedule of Debt	Schedule of Debt 2022 2021 Interest Rate Secured lender $ 1,400,000 $ 1,000,000 8.0 % Notes payable – related parties 22,860 22,860 0.0 % Convertible promissory notes 300,000 — 8.0 % U.S. SBA loan — 1,885,800 1.0 % U.S. SBA loan 500,000 500,000 3.75 % U.S. SBA loan 1,885,800 1,885,800 1.0 % Loan payable – bank 34,324 34,324 7.0 % Total debt 4,142,984 5,328,784 Less: current portion of long-term debt 3,647,911 2,942,984 Total long-term debt $ 495,073 $ 2,385,800
Schedule of future payments under debt obligations	Schedule of future payments under debt obligations Twelve months ended April 30: 2023 $ 3,647,911 2024 12,126 2025 12,563 2026 13,016 2027 13,485 Thereafter 443,883 Minimum future payments of principal $ 4,142,984

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Apr. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Financial assets measured at fair value on a recurring basis	Schedule of Financial assets measured at fair value on a recurring basis Level 1 Level 2 Level 3 Total April 30, 2022 Equity securities at fair value $ — $ 12,861,253 $ — $ 12,861,253 April 30, 2021 Equity securities at fair value $ — $ 6,298,008 $ — $ 6,298,008

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Apr. 30, 2022
Income Tax Disclosure [Abstract]
Schedule of Income Taxes	Schedule of Income Taxes 2022 2021 Deferred tax assets, net: Net operating loss carryforwards $ 322,000 $ 141,000 Bad debt expense 40,000 17,000 Stock-based compensation 357,000 155,000 Asset impairment loss — — Deferred tax assets 719,000 313,000 Deferred tax liability Unrealized gain 1,696,000 746,000 Total deferred tax liability 1,696,000 746,000 Total net deferred tax assets (liabilities) $ (977,000 ) $ (433,000 )

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Apr. 30, 2022
Equity [Abstract]
Schedule of stock-based compensation expense	Schedule of stock-based compensation expense Description April 30, 2022 April 30, 2021 Chief Executive Officer $ 40,608 $ 161,107 Chief Financial Officer 40,608 161,107 Chief Marketing Officer 109,547 31,693 Related party consultant 25,908 76,882 Marketing consultant 5,603 5,286 Marketing consultant 380,441 119,059 Marketing consultant — 20,000 Marketing consultant 118,405 28,595 Business consultant 25,908 76,882 Company secretary and director 100,000 — Business development manager 300,000 — Employee stock options 29,030 — Total $ 1,176,058 $ 680,611 The table below presents the number of shares issued as compensation for the years ended April 30, 2022 and 2021: Year Ended Year Ended Description April 30, 2022 April 30, 2021 Company secretary and director 10,000 — Business development manager 30,000 — Chief Marketing Officer 10,417 3,646 Marketing consultant 469 624 Marketing consultant — 20,000 Marketing consultant — 75,000 Total 50,886 99,270 The table below presents the prepaid stock-based compensation expense as of April 30, 2022 and 2021: Year Ended Year Ended Description April 30, 2022 April 30, 2021 Chief Executive Officer $ — $ 40,608 Chief Financial Officer — 40,608 Related party consultant — 25,908 Business consultant — 25,908 Marketing consultant — 380,441 Marketing consultant — 118,405 Total $ — $ 631,878
Schedule of stock options outstanding	Schedule of stock options outstanding Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (Years) Price Outstanding Price As of April 30, 2022 $10.50 - $10.50 271,000 9.79 $ 10.50 16,945 $ 10.50 As of November 30, 2021 — — $ — — $ —
Schedule of stock options activity	Schedule of stock options activity Number of Exercise Price Average Outstanding May 1, 2020 — — $ — Issued during year ended April 30, 2021 — — $ — Exercised/canceled during year ended April 30, 2021 — — $ — Outstanding April 30, 2021 — — $ — Issued during year ended April 30, 2022 272,000 $ 10.50 - $ 10.50 $ 10.50 Exercised/canceled during year ended April 30, 2022 1,000 $ 10.50 - $ 10.50 $ 10.50 Options outstanding April 30, 2022 271,000 $ 10.50 - $ 10.50 $ 10.50 Options exercisable, April 30, 2022 16,945 $ 10.50 - $ 10.50 $ 10.50

Earnings Per Common Share (Tabl

Earnings Per Common Share (Tables)	12 Months Ended
	Apr. 30, 2022
Earnings Per Share [Abstract]
Schedule of earnings per share	Schedule of earnings per share 2022 2021 Net income $ 3,503,530 $ 1,469,660 Weighted average common shares outstanding 2,666,173 1,250,002 Effect of dilutive securities 82,307 397,293 Weighted average dilutive common shares outstanding 2,748,480 1,647,295 Earnings per common share – basic $ 1.31 $ 1.18 Earnings per common share – diluted $ 1.27 $ 0.89

Investments (Tables)

Investments (Tables)	12 Months Ended
	Apr. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Schedule of investments	Schedule of investments April 30, 2022 April 30, 2021 Netcapital Systems LLC $ 48,128 $ 48,128 Watch Party LLC 235,400 235,400 Zelgor Inc. 1,400,000 1,400,000 ChipBrain LLC 1,704,480 1,704,480 Vymedic Inc. 20,000 20,000 C-Reveal Therapeutics LLC 50,000 — Deuce Drone LLC 2,350,000 2,350,000 Hiveskill LLC 712,500 — ScanHash LLC 425,000 — Caesars Media Group Inc. 900,000 — Cust Corp. 1,200,000 — Kingscrowd Inc. 3,815,745 540,000 Total $ 12,861,253 $ 6,298,008

Business Acquisition (Tables)

Business Acquisition (Tables)	12 Months Ended
	Apr. 30, 2022
Business Acquisition [Line Items]
Schedule of Pro forma revenue and earnings	Schedule of Pro forma revenue and earnings Revenues Earnings Supplemental pro forma for 4/1/20 – 11/04/20 $ 2,866,063 $ 282,264 Supplemental pro forma for 4/1/19 – 11/04/19 $ 1,018,200 $ 680,212
M S G Development Corp [Member]
Business Acquisition [Line Items]
Schedule of Merger agreement	Schedule of Merger agreement Total consideration: 75,000 shares of common stock of the Company $ 732,750 Recognized amounts of identifiable assets acquired: Professional practice intangible $ 556,830 Technology-related intangibles 36,650 Marketing-related intangibles 14,660 Computer-related intangibles 49,111 Customer-related intangibles 16,859 Contract-related intangibles 36,650 Human capital and artistic-related intangibles 21,990 Total identifiable net assets $ 732,750
Funding Portal [Member]
Business Acquisition [Line Items]
Schedule of Merger agreement	Schedule of Merger agreement Consideration: 1,666,360 shares of common stock of the Company $ 11,331,248 Payment of promissory notes and interest 3,817,516 Total consideration $ 15,148,764 Recognized amounts of identifiable assets acquired, and liabilities assumed: Cash $ 358,634 Current assets 8,894 Accounts payable (22,718 ) Platform users 7,080,319 Platform investors 6,288,392 Platform issuers 903,125 Unpatented technology 532,118 Total identifiable net assets $ 15,148,764

Description of Business and S_4

Description of Business and Summary of Accounting Principles (Details) - USD ($)	12 Months Ended
	Apr. 30, 2022	Apr. 30, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenues	$ 5,480,835	$ 4,721,003
Consulting Services [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenues	3,878,233	3,886,022
Fees From Online Services [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenues	$ 1,602,602	$ 834,981

Description of Business and S_5

Description of Business and Summary of Accounting Principles (Details 1) - USD ($)	Apr. 30, 2022	Apr. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 15,536,704	$ 14,803,954
Acquired Users [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	14,288,695	14,271,836
Acquired Brand [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	583,429	532,118
Professional Practice [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	556,830
Literary Works And Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 107,750

Description of Business and S_6

Description of Business and Summary of Accounting Principles (Details Narrative) - USD ($)	12 Months Ended
	Apr. 30, 2022	Apr. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Revenues, Net of Interest Expense	$ 5,480,835	$ 4,721,003
Deferred Revenue	2,532	622
Allowance for Doubtful Accounts, Premiums and Other Receivables	$ 136,955	$ 60,325

Concentrations (Details Narrati

Concentrations (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	12 Months Ended
	Apr. 30, 2022	Apr. 30, 2021
First Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	22%	30%
Second Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	22%	15%
Third Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	18%	14%
Fourth Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	11%

Debt (Details)

Debt (Details) - USD ($)	Apr. 30, 2022	Apr. 30, 2021
Debt Instrument [Line Items]
Debt	$ 4,142,984	$ 5,328,784
Long-term Debt, Current Maturities	3,647,911	2,942,984
Long-term Debt	495,073	2,385,800
Secured Debt [Member]
Debt Instrument [Line Items]
Debt	$ 1,400,000	1,000,000
Debt Instrument, Interest Rate, Effective Percentage	8%
Notes Payable Related Parties [Member]
Debt Instrument [Line Items]
Debt	$ 22,860	22,860
Debt Instrument, Interest Rate, Effective Percentage	0%
Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Debt	$ 300,000	0
Debt Instrument, Interest Rate, Effective Percentage	8%
U.S. SBA loan
Debt Instrument [Line Items]
Debt		1,885,800
Debt Instrument, Interest Rate, Effective Percentage	1%
U S S B A Loan One [Member]
Debt Instrument [Line Items]
Debt	$ 500,000	500,000
Debt Instrument, Interest Rate, Effective Percentage	3.75%
U S S B A Loan Two [Member]
Debt Instrument [Line Items]
Debt	$ 1,885,800	1,885,800
Debt Instrument, Interest Rate, Effective Percentage	1%
Loan Payable Bank [Member]
Debt Instrument [Line Items]
Debt	$ 34,324	$ 34,324
Debt Instrument, Interest Rate, Effective Percentage	7%

Debt (Details 1)

Debt (Details 1) - USD ($)	Apr. 30, 2022	Apr. 30, 2021
Debt Disclosure [Abstract]
2023	$ 3,647,911
2024	12,126
2025	12,563
2026	13,016
2027	13,485
Thereafter	443,883
Minimum future payments of principal	$ 4,142,984	$ 5,328,784

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Apr. 30, 2022	Apr. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities at fair value	$ 12,861,253	$ 6,298,008
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities at fair value
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities at fair value	12,861,253	6,298,008
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities at fair value

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Apr. 30, 2022	Apr. 30, 2021
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 322,000	$ 141,000
Bad debt expense	40,000	17,000
Stock-based compensation	357,000	155,000
Asset impairment loss
Deferred tax assets	719,000	313,000
Unrealized gain	1,696,000	746,000
Total deferred tax liability	1,696,000	746,000
Total net deferred tax assets (liabilities)	$ (977,000)	$ (433,000)

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Apr. 30, 2022	Apr. 30, 2021
Income Tax Disclosure [Abstract]
Deferred Tax Assets, Operating Loss Carryforwards, Domestic	$ 1,108,000
Income Tax Expense (Benefit)	$ 544,000	$ 613,000
Effective Income Tax Rate Reconciliation, Percent	13%	29%

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	12 Months Ended
	Apr. 30, 2022	Apr. 30, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 1,176,058	$ 680,611
Shares issued as compensation	50,886	99,270
Prepaid stock-based compensation expense	$ 0	$ 631,878
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	40,608	161,107
Prepaid stock-based compensation expense		40,608
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	40,608	161,107
Prepaid stock-based compensation expense		40,608
Chief Marketing Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 109,547	$ 31,693
Shares issued as compensation	10,417	3,646
Relatedpartyconsultant [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 25,908	$ 76,882
Prepaid stock-based compensation expense		25,908
Marketing Consultant [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 5,603	$ 5,286
Shares issued as compensation	469	624
Prepaid stock-based compensation expense		$ 380,441
Marketing Consultant One [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 380,441	$ 119,059
Shares issued as compensation		20,000
Prepaid stock-based compensation expense		$ 118,405
Marketing Consultant Two [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 20,000
Shares issued as compensation		75,000
Marketing Consultant Three [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 118,405	$ 28,595
Business Consultant [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	25,908	76,882
Prepaid stock-based compensation expense		25,908
Company Secretary And Director [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 100,000
Shares issued as compensation	10,000
Business Development Manager [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 300,000
Shares issued as compensation	30,000
Employee Stock Options [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock-based compensation expenses	$ 29,030

Stockholders' Equity (Details 1

Stockholders' Equity (Details 1) - $ / shares	12 Months Ended
	Apr. 30, 2022	Nov. 30, 2021
Equity [Abstract]
Number of shares, Option Outstanding	271,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	9 years 9 months 14 days
Weighted averageexercise price, Option Outstanding	$ 10.50
Number of shares, Option Exercisable	16,945
Weighted average exercise price, Option Exercisable	$ 10.50

Stockholders' Equity (Details 2

Stockholders' Equity (Details 2) - $ / shares	12 Months Ended
	Apr. 30, 2022	Apr. 30, 2021	Nov. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares outstanding, ending balance	271,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 10.50
Number of shares, exercisable	16,945
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 10.50
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares outstanding, beginning balance
Exercise price per share, beginning balance
Exercise price per share, beginning balance
Number of shares outstanding, issued	272,000
Exercise price per share, issued
Exercise price per share, issued	$ 10.50
Number of shares outstanding, exercised/canceled	1,000
Exercise price per share, exercised/cancled
Exercise price per share, exercised/cancled	$ 10.50
Number of shares outstanding, ending balance	271,000
Exercise price per share, ending balance
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 10.50
Number of shares, exercisable	16,945
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 10.50
Equity Option [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price per share, issued	10.50
Exercise price per share, exercised/cancled	10.50
Exercise price per share, ending balance	10.50
Exercise price per share exercisable	10.50
Equity Option [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price per share, issued	10.50
Exercise price per share, exercised/cancled	10.50
Exercise price per share, ending balance	10.50
Exercise price per share exercisable	$ 10.50

Earnings Per Common Share (Deta

Earnings Per Common Share (Details) - USD ($)	12 Months Ended
	Apr. 30, 2022	Apr. 30, 2021
Earnings Per Share [Abstract]
Net income	$ 3,503,530	$ 1,469,660
Weighted average common shares outstanding	2,666,173	1,250,002
Effect of dilutive securities	$ 82,307	$ 397,293
Weighted average dilutive common shares outstanding	2,748,480	1,647,295
Earnings per common share – basic	$ 1.31	$ 1.18
Earnings per common share – diluted	$ 1.27	$ 0.89

Investments (Details)

Investments (Details) - USD ($)	Apr. 30, 2022	Apr. 30, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	$ 12,861,253	$ 6,298,008
Netcapital Systems L L C [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	48,128	48,128
Watch Party L L C [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	235,400	235,400
Zelgor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	1,400,000	1,400,000
Chip Brain L L C [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	1,704,480	1,704,480
Vymedic [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	20,000	20,000
C Reveal [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	50,000
Deuce Drone L L C [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	2,350,000	2,350,000
Hiveskill L L C [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	712,500
Scan Hash L L C [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	425,000
Ceasar Media Group Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	900,000
Cust Corp [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	1,200,000
Kingscrowd Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment Owned, at Cost	$ 3,815,745	$ 540,000

Business Acquisition (Details)

Business Acquisition (Details) - M S G Development Corp [Member]	Apr. 30, 2022 USD ($)
Business Acquisition [Line Items]
Total consideration: 75,000 shares of common stock of the Company	$ 732,750
Professional practice intangible	556,830
Technology-related intangibles	36,650
Marketing-related intangibles	14,660
Computer-related intangibles	49,111
Customer-related intangibles	16,859
Contract-related intangibles	36,650
Human capital and artistic-related intangibles	21,990
Total identifiable net assets	$ 732,750

Business Acquisition (Details 1

Business Acquisition (Details 1) - Funding Portal [Member]	Apr. 30, 2022 USD ($)
Business Acquisition [Line Items]
1,666,360 shares of common stock of the Company	$ 11,331,248
Payment of promissory notes and interest	3,817,516
Total consideration	15,148,764
Cash	358,634
Current assets	8,894
Accounts payable	(22,718)
Platform users	7,080,319
Platform investors	6,288,392
Platform issuers	903,125
Unpatented technology	532,118
Total identifiable net assets	$ 15,148,764

Business Acquisition (Details 2

Business Acquisition (Details 2) - USD ($)	7 Months Ended		12 Months Ended
	Nov. 04, 2020	Nov. 04, 2019	Apr. 30, 2022	Apr. 30, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenues			$ 5,480,835	$ 4,721,003
Pro Forma [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenues	$ 2,866,063	$ 1,018,200
Earnings	$ 282,264	$ 680,212

Business Acquisition (Details N

Business Acquisition (Details Narrative) - USD ($)	7 Months Ended
	Nov. 04, 2020	Nov. 04, 2019
Netcapital Systems [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue from Related Parties	$ 18,646	$ 152,864