Cover
Cover - USD ($) | 12 Months Ended | ||
Apr. 30, 2023 | Jul. 26, 2023 | Oct. 31, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Apr. 30, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | $ 4,424,996 | ||
Entity Common Stock, Shares Outstanding | 9,415,382 | ||
Auditor Name | Fruci & Associates | ||
Auditor Firm ID | 5525 | ||
Auditor Location | Spokane, Washington | ||
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 $5.19 | ||
Trading Symbol | NCPLW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Assets: | ||
Cash and cash equivalents | $ 569,441 | $ 473,925 |
Related party receivable | 668 | |
Accounts receivable, net | 1,388,500 | 2,433,900 |
Prepaid expenses | 583,030 | 5,694 |
Total current assets | 2,540,971 | 2,914,187 |
Deposits | 6,300 | 6,300 |
Note receivable – related parties | 202,000 | 202,000 |
Purchased technology | 15,875,297 | 15,536,704 |
Investment in affiliate | 240,080 | 240,080 |
Equity securities at fair value | 22,955,445 | 12,861,253 |
Total assets | 41,820,093 | 31,760,524 |
Current liabilities: | ||
Trade | 578,331 | 536,508 |
Related party | 75,204 | 378,077 |
Accrued expenses | 285,065 | 229,867 |
Stock subscription payable | 10,000 | 33,400 |
Deferred revenue | 661 | 2,532 |
Interest payable | 98,256 | 222,295 |
Income taxes payable | 174,000 | |
Deferred tax liability, net | 1,657,000 | 977,000 |
Related party debt | 15,000 | 22,860 |
Secured note payable | 350,000 | 1,400,000 |
Current portion of SBA loans | 1,885,800 | 1,890,727 |
Loan payable - bank | 34,324 | 34,324 |
Convertible notes payable | 300,000 | |
Total current liabilities | 5,163,641 | 6,027,590 |
Long-term liabilities: | ||
Long-term SBA loans, less current portion | 500,000 | 495,073 |
Total Liabilities | 5,663,641 | 6,552,663 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $.001 par value; 900,000,000 shares authorized, 6,440,527 and 2,934,344 shares issued and outstanding | 6,441 | 2,934 |
Capital in excess of par value | 30,500,944 | 22,479,769 |
Shares to be issued | 183,187 | 244,250 |
Retained earnings | 5,465,880 | 2,510,908 |
Total stockholders’ equity | 36,156,452 | 25,237,861 |
Total liabilities and stockholders’ equity | $ 41,820,093 | $ 31,760,524 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Apr. 30, 2023 | Apr. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 |
Common Stock, Shares, Issued | 6,440,527 | 2,934,344 |
Common Stock, Shares, Outstanding | 6,440,527 | 2,934,344 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 8,493,985 | $ 5,480,835 |
Costs of services | 85,038 | 110,115 |
Gross profit | 8,408,947 | 5,370,720 |
Costs and expenses: | ||
Consulting expense | 589,349 | 892,567 |
Marketing | 85,482 | 95,753 |
Rent | 75,052 | 47,670 |
Payroll and payroll related expenses | 3,646,490 | 3,763,845 |
General and administrative costs | 1,740,698 | 1,602,031 |
Total costs and expenses | 6,137,071 | 6,401,866 |
Operating income (loss) | 2,271,876 | (1,031,146) |
Other income (expense): | ||
Interest expense | (93,842) | (126,372) |
Debt forgiveness | 1,904,296 | |
Gain on debt conversion | 224,260 | |
Amortization of intangible assets | (96,407) | |
Realized loss on sale of investment | (406,060) | |
Unrealized gain on equity securities | 1,857,500 | 3,275,745 |
Other income | 51,645 | 25,007 |
Total other income | 1,537,096 | 5,078,676 |
Net income before taxes | 3,808,972 | 4,047,530 |
Income tax expense | 854,000 | 544,000 |
Net income | $ 2,954,972 | $ 3,503,530 |
Basic earnings per share | $ 0.63 | $ 1.31 |
Diluted earnings per share | $ 0.63 | $ 1.27 |
Weighted average number of common shares outstanding: | ||
Basic | 4,677,214 | 2,666,173 |
Diluted | 4,677,464 | 2,748,480 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) | Common Stock [Member] | Share To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Apr. 30, 2021 | $ 2,178 | $ 15,168,987 | $ (992,622) | $ 14,178,543 | |
Shares, Outstanding, Beginning Balance at Apr. 30, 2021 | 2,178,766 | ||||
Stock-based compensation | $ 2 | 14,054 | 14,056 | ||
Stock-based compensation | 937 | ||||
Sale of common stock | $ 176 | 1,592,219 | 1,592,395 | ||
Sale of common stock | 176,934 | ||||
Shares issued to acquire funding portal | $ 362 | 3,523,100 | 3,523,462 | ||
Shares issued to acquire funding portal | 361,736 | ||||
Net income April 30, 2023 | 1,457,410 | 1,457,410 | |||
Ending balance, value at Jul. 31, 2021 | $ 2,718 | 20,298,360 | 464,788 | 20,765,866 | |
Shares, Outstanding, Ending Balance at Jul. 31, 2021 | 2,718,373 | ||||
Stock-based compensation | $ 1 | 10,072 | 10,073 | ||
Stock-based compensation | 937 | ||||
Net income April 30, 2023 | (274,156) | (274,156) | |||
Ending balance, value at Oct. 31, 2021 | $ 2,719 | 20,308,432 | 190,632 | 20,501,783 | |
Shares, Outstanding, Ending Balance at Oct. 31, 2021 | 2,719,310 | ||||
Stock-based compensation | $ 55 | 553,967 | 554,022 | ||
Stock-based compensation | 55,312 | ||||
Sale of common stock | $ 22 | 199,978 | 200,000 | ||
Sale of common stock | 22,222 | ||||
Net income April 30, 2023 | 1,821,006 | 1,821,006 | |||
Purchase of equity interest | $ 50 | 499,950 | 500,000 | ||
Purchase of equity interest | 50,000 | ||||
Purchase of MSG Development Corp. | $ 50 | 244,250 | 488,450 | 732,750 | |
Purchase of MSG Development Corp. | 50,000 | ||||
Ending balance, value at Jan. 31, 2022 | $ 2,896 | 244,250 | 22,050,777 | 2,011,638 | 24,309,561 |
Shares, Outstanding, Ending Balance at Jan. 31, 2022 | 2,896,844 | ||||
Stock-based compensation | 29,030 | 29,030 | |||
Net income April 30, 2023 | 499,270 | 499,270 | |||
Purchase of equity interest | $ 38 | 399,962 | 400,000 | ||
Purchase of equity interest | 37,500 | ||||
Ending balance, value at Apr. 30, 2022 | $ 2,934 | 244,250 | 22,479,769 | 2,510,908 | 25,237,861 |
Shares, Outstanding, Ending Balance at Apr. 30, 2022 | 2,934,344 | ||||
Sale of common stock | $ 1,205 | 3,947,912 | 3,949,117 | ||
Sale of common stock | 1,205,000 | ||||
Net income April 30, 2023 | 64,477 | 64,477 | |||
Shares issued for debt conversion | $ 134 | 379,852 | 379,986 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 133,333 | ||||
Vesting of stock options | 32,953 | 32,953 | |||
Ending balance, value at Jul. 31, 2022 | $ 4,273 | 244,250 | 26,840,486 | 2,575,385 | 29,664,394 |
Shares, Outstanding, Ending Balance at Jul. 31, 2022 | 4,272,677 | ||||
Sale of common stock | $ 3 | 23,397 | 23,400 | ||
Sale of common stock | 2,600 | ||||
Net income April 30, 2023 | 183,138 | 183,138 | |||
Purchase of equity interest | $ 37 | 366,338 | 366,375 | ||
Purchase of equity interest | 37,500 | ||||
Vesting of stock options | 32,953 | 32,953 | |||
Ending balance, value at Oct. 31, 2022 | $ 4,313 | 244,250 | 27,263,174 | 2,758,523 | 30,270,260 |
Shares, Outstanding, Ending Balance at Oct. 31, 2022 | 4,312,777 | ||||
Sale of common stock | $ 1,434 | 1,620,025 | 1,621,459 | ||
Sale of common stock | 1,434,000 | ||||
Net income April 30, 2023 | 1,696,499 | 1,696,499 | |||
Purchase of equity interest | $ 19 | 171,105 | 171,124 | ||
Purchase of equity interest | 18,750 | ||||
Vesting of stock options | 63,057 | 63,057 | |||
Purchase of intellectual property | $ 300 | 434,700 | 435,000 | ||
Purchase of intellectual property | 300,000 | ||||
Reduction in shares to be issued | $ 6 | (61,063) | 61,057 | ||
Ending balance, value at Jan. 31, 2023 | $ 6,072 | 183,187 | 29,613,118 | 4,455,022 | 34,257,399 |
Shares, Outstanding, Ending Balance at Jan. 31, 2023 | 6,071,777 | ||||
Stock-based compensation | $ 350 | 559,650 | 560,000 | ||
Stock-based compensation | 350,000 | ||||
Net income April 30, 2023 | 1,010,858 | 985,456 | |||
Purchase of equity interest | $ 19 | 195,233 | 195,252 | ||
Purchase of equity interest | 18,750 | ||||
Vesting of stock options | 132,943 | 132,943 | |||
Ending balance, value at Apr. 30, 2023 | $ 6,441 | $ 183,187 | $ 30,500,944 | $ 5,465,880 | $ 36,156,452 |
Shares, Outstanding, Ending Balance at Apr. 30, 2023 | 6,440,527 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
OPERATING ACTIVITIES | ||
Net income | $ 2,954,972 | $ 3,503,530 |
Adjustment to reconcile net income (loss) to net cash used in operating activities: | ||
Stock-based compensation | 269,577 | 1,176,058 |
Non-cash revenue from the receipt of equity | (8,110,000) | (2,387,500) |
Allowance for credit losses | 5,443 | 76,630 |
Debt forgiveness | (1,904,302) | |
Amortization of intangible assets | 96,407 | |
Realized loss on investment | 406,060 | |
Gain on debt conversion | (224,260) | |
Unrealized gain on equity securities | (1,857,500) | (3,275,745) |
Changes in deferred taxes | 680,000 | 544,000 |
Changes in non-cash working capital balances: | ||
Accounts receivable | 1,039,957 | (1,153,598) |
Related party receivable | 668 | (668) |
Prepaid expenses | (25,007) | 16,290 |
Accounts payable and accrued expenses | 97,020 | 281,904 |
Deferred revenue | (1,871) | 1,910 |
Income taxes payable | 174,000 | |
Accrued interest payable | (113,847) | 124,314 |
Accounts payable – related party | (8,819) | (9,490) |
Net cash used in operating activities | (4,617,200) | (3,006,667) |
INVESTING ACTIVITIES | ||
Proceeds from sale of investment | 200,000 | |
Loans to affiliate | (202,000) | |
Investment in affiliate | (117,166) | |
Net cash provided by (used in) investing activities | 200,000 | (319,166) |
FINANCING ACTIVITIES | ||
Payment of related party note | (7,860) | |
Proceeds from sale of common stock | 5,570,576 | |
Proceeds from (payments to) secured lender | (1,050,000) | 400,000 |
Proceeds from stock subscriptions | 625,799 | |
Proceeds from convertible notes | 300,000 | |
Cash flow provided by financing activities | 4,512,716 | 1,325,799 |
Net increase (decrease) in cash | 95,516 | (2,000,034) |
Cash and cash equivalents, beginning of the period | 473,925 | 2,473,959 |
Cash and cash equivalents, end of the period | 569,441 | 473,925 |
Supplemental disclosure of cash flow information: | ||
Cash paid for taxes | ||
Cash paid for interest | 207,690 | 2,064 |
Supplemental Non-Cash Investing and Financing Information: | ||
Common stock issued as prepaid compensation | 552,329 | |
Common stock issued to pay related party payable | 113,714 | 3,523,462 |
Common stock issued to pay promissory notes | 266,272 | |
Common stock issued to purchase intellectual property | 435,000 | |
Common stock issued to purchase 10% interest in Caesar Media Group Inc. | 732,751 | 900,000 |
Common stock for the purchase of MSG Development Corp. | $ 732,750 |
Description of Business and Sum
Description of Business and Summary of Accounting Principles | 12 Months Ended |
Apr. 30, 2023 | |
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 ends April 30. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after the 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, and provides business valuation services. 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, 2023 and 2022, which amounted to $8,493,985 and $5,480,835, respectively, are considered contract revenues. Contract revenue as of April 30, 2023 and 2022, which has not yet been recognized, amounted to $661 and $2,532, 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 April 30, 2023 Year Ended April 30, 2022 Consulting services $ 7,560,320 $ 3,878,233 Fees from online services 933,665 1,602,602 Total revenues $ 8,493,985 $ 5,480,835 Costs of Services Costs of services consist of direct costs that we pay to third parties 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 2023 and 2022. 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 $ 91,955 136,955 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. 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 2023 and 2022. 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. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for common stock issued to consultants and other non-employees. These shares of common stock are issued as compensation for services provided to the Company and are accounted for based upon the fair market value of the common stock. The fair value of the equity instrument is charged directly to compensation expense, or to prepaid expenses in instances where stock was issued under a contractual arrangement to a consultant who agreed to provide services over a period of time. Advertising Expenses Advertising and marketing expenses are recorded separately in the Consolidated 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, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 2. Concentrations For the year ended April 30, 2023, the Company had one customer that constituted 25% of its revenues, and four customers that each constituted 14% of its revenues. 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. |
Debt
Debt | 12 Months Ended |
Apr. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 3. Debt The following table summarizes components debt as of April 30, 2023 and 2022: Schedule of Debt 2023 2022 Interest Rate Secured lender $ 350,000 $ 1,400,000 8.0% – 12.0 % Notes payable – related parties 15,000 22,860 0.0 % Convertible promissory notes — 300,000 8.0 % 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 10.0 % Total debt 2,785,124 4,142,984 Less: current portion of long-term debt 2,285,124 3,647,911 Total long-term debt $ 500,000 $ 495,073 As of April 30, 2023 and 2022, the Company owed its principal lender (“Lender”) $350,000 and $1,400,000, respectively, under a loan and security agreement (“Loan”) dated April 28, 2011, that was amended on July 26, 2014 and several times thereafter to extend the maturity date to October 31, 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 the Lender a continuing security interest and first lien on all of the assets of the Company. As of April 30, 2023 and 2022, the Company’s related-party unsecured notes payable totaled $15,000 and $22,860, respectively. As of April 30, 2023 and 2022, the company owed $0 and $300,000 in convertible notes payable. On July 14, 2022, the Company issued 93,432 shares of common stock valued at $266,272 to retire the $300,000 in convertible promissory notes plus accrued interest of $10,192. The Company also owes $34,324 as of April 30, 2023 and 2022 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 10.0% per annum as of April 30, 2023. 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 postponed the first installment payment for 18 months and the first payment became due on December 17, 2022. The monthly payments of $2,594 are first applied to accrued interest payable. The monthly payments will not be applied to any of the outstanding principal balance until August of 2026. Consequently, the entire loan balance of $500,000 is classified as a long term liability. 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 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, 2023, 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: 2024 $ 2,285,124 2025 — 2026 — 2027 9,837 2028 13,971 Thereafter 476,192 Minimum future payments of principal $ 2,785,124 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Apr. 30, 2023 | |
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, 2023 and 2022: Schedule of Financial assets measured at fair value on a recurring basis Level 1 Level 2 Level 3 Total April 30, 2023 Equity securities at fair value $ — $ 22,955,445 $ — $ 22,955,445 April 30, 2022 Equity securities at fair value $ — $ 12,861,253 $ — $ 12,861,253 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, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes 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, 2023 and 2022 were as follows: Schedule of Income Taxes 2023 2022 Deferred tax assets, net: Net operating loss carryforwards $ — $ 322,000 Bad debt allowance 27,000 40,000 Stock-based compensation 433,000 357,000 Deferred tax assets 460,000 719,000 Deferred tax liability Unrealized gain 2,117,000 1,696,000 Total deferred tax liability 2,117,000 1,696,000 Total net deferred tax assets (liabilities) $ (1,657,000 ) $ (977,000 ) For fiscal 2023, our income tax expense was $ 854,000 For fiscal 2022, our income tax expense was $ 544,000 The Company did not have any material unrecognized tax benefits as of April 30, 2023 and 2022. 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, 2023 and 2022. 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 2023. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Apr. 30, 2023 | |
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, 2023 | |
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, 2023 and 2022, there were 6,440,527 and 2,934,344 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. On January 27, 2022, the Company filed a Form S-8 registration statement for securities to be offered in employee benefit plans, to register 300,000 shares of common stock from the Company’s 2021 Equity Incentive Plan. On February 2, 2022, the Company granted an aggregate of 272,000 options to purchase shares of common stock of the company at a price of $10.50 per share. The options were granted to employees, consultants, and members of the board of directors. The options vest monthly on a straight-line basis over a 4-year period and expire in 10 years. As of April 30, 2023 and 2022, 252,000 and 271,000 options, respectively, were outstanding. During the quarter ended July 31, 2022, the Company issued 39,901 shares of common stock with a value of $113,714 to settle a related party payable of $294,054. The Company also issued 93,432 shares of common stock valued at $266,272 to retire $300,000 of convertible promissory notes plus accrued interest of $10,192. The convertible note holders also received warrants to purchase shares of common stock at a per share exercise price of $5.19, that are exercisable immediately, and expire five years from the date of issuance. These equity issuances resulted in a gain from the conversion of debt totaling $224,260, which is recorded as other income in the income statement. 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, which resulted in net proceeds of $3,949,117. The warrants have a per share exercise price of $5.19, are exercisable immediately, and expire five years from the date of issuance. 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, and the Company issued an aggregate of warrants to purchase 60,250 shares of our common stock to the underwriter and its designees. On December 16, 2022 the Company completed an underwritten public offering of 1,247,000 shares of the Company’s common stock, at a price to the public of $1.40 per share. Pursuant to the terms of an underwriting agreement, the Company also granted the underwriters a 45-day option to purchase up to an additional 187,000 shares of common stock solely to cover over-allotments, at the same price per share of $1.40, less the underwriting discounts and commissions. In conjunction with this offering, the Company issued the underwriter and its designees warrants to purchase 62,350 shares of our common stock at an exercise price of $1.75. The underwriters exercised their over-allotment option and on January 5, 2023, the Company issued an additional 187,000 shares of its common stock. The Company received net proceeds of $1,621,459 for the issuance of a total of 1,434,000 shares of common stock for both the initial and over-allotment offering. In conjunction with the exercise of the over-allotment, the Company issued the underwriter and its designees warrants to purchase 9,350 shares of our common stock with an exercise price of $1.75. The Securities were offered, issued and sold to the public pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267921) previously filed with the Securities and Exchange Commission (the “Commission”) on October 18, 2022 and declared effective by the Commission on October 26, 2022 and related prospectus supplements dated December 13, 2022, as amended on December 16, 2022. The following tables summarize information about warrants outstanding as of April 30, 2023 and 2022: Schedule of warrants outstanding Warrants Outstanding Warrants 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, 2023 $ 1.75 - $5.19 1,541,682 4.25 $ 5.03 1,469,982 $ 5.19 As of April 30, 2022 — — — $ — — $ — Schedule of Warrants activity Number of Exercise Price Average Outstanding May 1, 2021 — — $ — Issued during year ended April 30, 2022 — — $ — Exercised/canceled during year ended April 30, 2022 — — $ — Outstanding April 30, 2022 — — $ — Issued during year ended April 30, 2023 1,541,682 $ 1.75 5.19 $ 5.03 Exercised/canceled during year ended April 30, 2023 — — $ — Warrants outstanding April 30, 2023 1,541,682 $ $ 1.75 5.19 $ 5.03 Warrants exercisable, April 30, 2023 1,469,982 $ 5.19 $ 5.19 As a result of the two offerings, the company has warrants outstanding, with a five-year term, to purchase a total of 1,469,982 shares of its common stock at an exercise price of $5.19 and 71,700 shares of its common stock at an exercise price of $1.75. The warrants issued to the underwriter’s representatives and to the underwriter were not part of a unit, consisting of one share of common stock and one warrant and are valued based upon unadjusted quoted prices on the Nasdaq market. During the year ended April 30, 2023, in addition to the public offerings, the Company issued 75,000 shares of common stock, valued at $732,751, in conjunction with the purchase of a 10% equity stake in Caesar Media Group, Inc., 300,000 shares of common stock, valued at $435,000 to purchase the website and intellectual property of a real-time video conferencing website, 2,600 shares of common stock in conjunction with a stock subscription agreement with accredited investors, valued at $23,400, and 6,250 shares of common stock in conjunction with an acquisition agreement that requires shares to be issued by the Company. As a result of this issuance, the value of the balance sheet account for shares to be issued decreased by $61,063 to $183,187 as of April 30, 2023, from a balance of $244,250 as of April 30, 2022. On January 5, 2023, the Company filed a Current Report on Form 8-K and announced the formation of the Netcapital Inc. 2023 Omnibus Equity Incentive Plan (the “Plan”), which has subsequently been approved by a vote of the shareholders. The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. In conjunction with these purposes, the Company granted stock options to four individuals to purchase an aggregate of 1,600,000 of the Company’s common stock at a price of $1.43 per share. See Note 9. The Company also granted 350,000 stock options under the Plan to employees, consultants, and directors on April 25, 2023 at an exercise price of $1.40 per share. All stock options in the Plan vest monthly on a straight-line basis over a 4-year period and expire in 10 years. For the years ended April 30, 2023 and 2022, the Company recorded $269,577 and $1,176,058, respectively, in stock-based compensation expense. As of April 30, 2023 and 2022, there was $552,329 and $0 of prepaid stock-based compensation expense. The prepaid balance of $552,329 is the result of the issuance of 350,000 shares of common stock to a third-party business consultant. The table below presents the components of stock-based compensation expense for the years ended April 30, 2023 and 2022. Schedule of stock-based compensation expense Description April 30, 2023 April 30, 2022 Chief Executive Officer, Netcapital Inc. $ 81,309 $ — Chief Financial Officer 25,927 40,608 Chief Executive Officer, Netcapital Advisors Inc. 4,833 40,608 Founder 25,927 — Chief Marketing Officer — 109,547 Related party consultant — 25,908 Marketing consultant — 5,603 Marketing consultant — 380,441 Marketing consultant — 118,405 Business consultant — 25,908 Company secretary and director — 100,000 Business development manager — 300,000 Employee and director stock options 131,581 29,030 Total $ 269,577 $ 1,176,058 The table below presents the number of shares issued as compensation for the years ended April 30, 2023 and 2022: Year Ended Year Ended Description April 30, 2023 April 30, 2022 Company secretary and director — 10,000 Business development manager — 30,000 Chief Marketing Officer — 10,417 Business consultants 350,000 469 Total 350,000 50,886 The following tables summarize information about stock options outstanding as of April 30, 2023 and 2022: 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, 2023 $1.40 - $10.50 2,202,000 9.63 $ 2.46 294,333 $ 3.69 As of April 30, 2022 $10.50 - $10.50 271,000 9.79 $ 10.50 16,945 $ 10.50 Schedule of stock options activity Number of Exercise Price Average 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 Issued during year ended April 30, 2023 1,950,000 $ 1.40 1.43 $ 1.42 Exercised/canceled during year ended April 30, 2023 (19,000 ) $ 10.50 10.50 $ 10.50 Options outstanding April 30, 2023 2,202,000 $ 1.40 10.50 $ 2.46 Options exercisable, April 30, 2023 294,333 $ 1.40 10.50 $ 3.69 |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Apr. 30, 2023 | |
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 2023 2022 Net income $ 2,954,972 $ 3,503,530 Weighted average common shares outstanding 4,677,214 2,666,173 Effect of dilutive securities 250 82,307 Weighted average dilutive common shares outstanding 4,677,464 2,748,480 Earnings per common share – basic $ 0.63 $ 1.31 Earnings per common share – diluted $ 0.63 $ 1.27 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 250 shares and 82,307 shares, respectively for the years ended April 30, 2023 and 2022. As of April 30, 2022, 39,901 shares were issuable to satisfy a supplemental consideration liability, in addition to $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 2,202,000 271,000 1,469,982 0 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Apr. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions The Company’s largest shareholder, Netcapital Systems LLC (“Systems”), owns 1,711,261 shares of common stock, or 26.6% of the Company’s 6,440,527 outstanding shares as of April 30, 2023. As of April 30, 2022, the Company accrued a payable to Systems of $294,054 for supplemental consideration owed in conjunction with its purchase of Netcapital Funding Portal Inc., which was paid in full on July 14, 2022, with the issuance to Systems of 39,901 shares of the Company’s common stock. The Company provided professional services to Systems in the years ended April 30, 2023 and 2022 and recorded revenue of $4,660 and $15,000, respectively, for those services. In total, the Company owed Systems $0 and $294,054 as of April 30, 2023 and 2022, respectively. The company paid Systems $430,000 and $357,429 in the years ended April 30, 2023 and 2022, respectively, for use of the software that runs the website www.netcapital.com. The Chief Executive Officer of our wholly owned subsidiary, Netcapital Advisors Inc., is a member of the board of directors of KingsCrowd Inc. The Company sold 606,060 shares of KingsCrowd in June 2022 for proceeds of $200,000 and recorded a realized loss on the sale of the investment of $406,060. As of April 30, 2023 and 2022, the Company owned 3,209,685 and 3,815,745 shares of KingsCrowd Inc., valued at $3,209,685 and $3,815,745, respectively. The Chief Executive Officer of our wholly owned subsidiary, Netcapital Advisors Inc. is a member of the board of directors of Deuce Drone LLC. As of April 30, 2023 and 2022, the Company owned 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, 2023 and 2022. Compensation expense to officers in the years ended April 30, 2023 and 2022 consisted of common stock valued at $0 and $190,763, respectively, cash compensation of $598,077 and $265,688, respectively, and options to purchase common stock valued at $137,994 and $3,147, respectively. Compensation to a related party consultant in the years ended April 30, 2023 and 2022 consisted of common stock valued at $0 and $25,908, respectively, and cash compensation of $60,039 and $60,000, respectively. This consultant is also the controlling shareholder of Zelgor Inc., and the Company earned revenues from Zelgor Inc. of $66,000 and $5,500 in the years ended April 30, 2023 and 2022. 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, 2023. Cash compensation to the President of Netcapital Systems LLC amounted to $184,808 and $96,000, and stock-based compensation amounted to $25,927 and $0, in the years ended April 30, 2023 and 2022, respectively. We owe Steven Geary, a director, $31,680 as of April 30, 2023 and 2022. 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. 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 members of our board of directors 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 Chief Executive Officer of Netcapital Advisors Inc., who is also a director, and each of the three independent board members received an option to purchase 5,000 shares of common stock. The options vest on a straight-line basis over 48 months and expire in 10 years. On April 25, 2023, the Company also granted the same four members of our board of directors an aggregate of 80,000 options, or 20,000 for each board member, to purchase shares of our common stock at an exercise price of $1.40 per share. The options vest monthly on a straight-line basis over a 4-year period and expire in 10 years. In January 2023 we granted stock options to purchase an aggregate of 1,600,000 shares of our common stock to four related parties as follows: Our Chief Executive Officer, 1,000,000 shares; our Chief Financial Officer, 200,000 shares; our Founder, 200,000 shares; and a director of one of our subsidiaries, 200,000 shares. The options have an exercise price of $1.43, vest monthly on a straight-line basis over a 4-year period 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 began on December 17, 2022. |
Investments
Investments | 12 Months Ended |
Apr. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | 10. Investments In April 2023, the Company received 2,853,659 units of HeadFarm LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.41 per unit based on a sales price of $0.41 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $1,170,000. As of April 30, 2023, the Company owned 2,856,659 units which are valued at $1,170,000. In April 2023, the Company received 2,853,659 units of CupCrew LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.41 per unit based on a sales price of $0.41 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $1,170,000. As of April 30, 2023, the Company owned 2,856,659 units which are valued at $1,170,000. In April 2023, the Company received 2,853,659 units of CountSharp LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.41 per unit based on a sales price of $0.41 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $1,170,000. As of April 30, 2023, the Company owned 2,856,659 units which are valued at $1,170,000. In January 2023, the Company received 2,100,000 units of Dark LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $1.00 per unit based on a sales price of $1.00 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $2,100,000. As of April 30, 2023, the Company owned 2,100,000 units which are valued at $2,100,000. In August 2022, the Company received 1,911,765 units of NetWire LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.68 per unit based on a sales price of $0.68 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $1,300,000. As of April 30, 2023, the Company owned 1,911,765 units which are valued at $1,300,000. In May 2022, the Company received 1,764,706 units of Reper LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.68 per unit based on a sales price of $0.68 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, 2023, the Company owned 1,764,706 units which are valued at $1,200,000. 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, 2023 and 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, 2023 and 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 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, 2023 and 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, 25,000 shares of its common stock in September 2022, 12,500 shares of its common stock in October 2022, 18,750 shares of its common stock in January 2023 and 18,750 shares of its common stock in April 2023, as part of its contractual payment obligations. As of April 30, 2023 and 2022, there have been no observable price changes in the value of Caesar’s common stock and the Company has valued its ownership in Caesar at cost, which amounted to $1,632,751 and $900,000 as of April 30, 2023 and 2022, respectively. In August 2020 the Company entered a consulting agreement with C-Reveal Therapeutics LLC (“CRT”). for a $120,000 fee over a 12-month period. $50,000 of the fee was payable in CRT units. As of April 30, 2023 and 2022, the Company owned 5,000 units, at a value of $50,000. In May 2020, the Company entered a consulting contract with MustWatch LLC (“MW”), which allowed the Company to receive 110,000 membership interest units of MW in return for services rendered in conjunction with a crowdfunding offering. The Company earned 97,500 membership interest units in the quarter ended July 31, 2020, valued at $2.14 per unit, or $235,400. As of April 30, 2023, the MW units are valued at $4 per unit based on a sales price of $4 per unit on an online funding portal. As of April 30, 2023 and 2022, the Company owned 110,000 MW units, which are valued at $440,000 and $235,400, respectively. The $204,600 increase in value of the MW units owned by the Company is recorded as an unrealized gain in the year ended April 30, 2023. In May 2020, the Company entered into a consulting contract with ChipBrain LLC (“Chip”), which allowed the Company to receive 710,200 membership interest units of Chip in return for services rendered in conjunction with a crowdfunding offering. 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. Subsequently, Chip sold identical units for $4.74 per unit, and as of April 30, 2023 and April 30, 2022, the 710,200 units owned by the Company are valued at $3,366,348 and $1,704,480, respectively. The $1,661,868 increase in value of the Chip units owned by the Company was recorded as an unrealized gain in the year ended April 30, 2023. In May 2020, the Company entered a consulting contract with a related party, Zelgor Inc. (“Zelgor”), which allowed the Company to receive 1,400,000 shares of common stock of Zelgor in return for services rendered in conjunction with a crowdfunding offering. 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. As of April 30, 2023 and 2022, the Company owned 1,400,000 shares which are valued at $1,400,000. 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, 2023 and 2022, 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 services rendered in conjunction with a crowdfunding offering. 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 sold 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, and the Company recorded an unrealized gain of $3,275,745 for the year ended April 30, 2022. The Company sold 606,060 shares of KingsCrowd in June 2022 for proceeds of $200,000 and recorded a realized loss on the sale of the investment of $406,060. KingsCrowd filed a post qualification offering circular amendment on July 21, 2022 and continued to sell shares of stock to the public for $1.00 per share. As of April 30, 2023 and 2022, the Company owned 3,209,685 and 3,815,745 shares of KingsCrowd, valued at $3,209,685 and $3,815,745, respectively. During fiscal 2019, the Company entered into a consulting contract with Netcapital Systems LLC, a related party, and earned membership interest units. As of April 30, 2023 and 2022, the Company owned 528 units, at a value of $48,128. In July 2020 the Company entered into 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 was payable in cash. As of The following table summarizes the components of equity securities as of April 30, 2023 and 2022: Schedule of investments April 30, 2023 April 30, 2022 Netcapital Systems LLC $ 48,128 $ 48,128 Watch Party LLC 440,000 235,400 Zelgor Inc. 1,400,000 1,400,000 ChipBrain LLC 3,366,348 1,704,480 Vymedic Inc. 11,032 20,000 C-Reveal Therapeutics LLC 50,000 50,000 Deuce Drone LLC 2,350,000 2,350,000 Hiveskill LLC 712,500 712,500 ScanHash LLC 425,000 425,000 Caesar Media Group Inc. 1,632,751 900,000 Cust Corp. 1,200,000 1,200,000 Kingscrowd Inc. 3,209,685 3,815,745 Reper LLC 1,200,000 — Dark LLC 2,100,000 — Netwire LLC 1,300,000 — CountSharp LLC 1,170,000 — CupCrew LLC 1,170,000 — HeadFarm LLC 1,170,000 — Total $ 22,955,444 $ 12,861,253 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, 2023 and 2022. In fiscal 2023, there were observable price changes in three securities, ChipBrain LLC, MustWatch LLC and Vymedic Inc. The result of these price changes was an increase in the fair value of the equity securities totaling $ 1,857,500 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. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Apr. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 11. 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. In December 2022, the Company purchased the website, intellectual property, source code and domain names of 1ON1.FANS and ONEONONE.FANS (the “Assets”). Pursuant to the guidance of Topic 805, it was determined that the purchase of the Assets did not meet the definition of a business and the asset purchase was accounted for as an asset acquisition. The fair value of the consideration, consisting of 300,000 shares of the Company’s common stock, valued at $435,000, was attributed to a single asset and is classified as acquired intellectual property and website. The following table sets forth the major categories of the intangible assets as of April 30, 2023 and 2022 Schedule of intangible assets April 30, 2023 April 30, 2022 Acquired users $ 14,288,695 $ 14,288,695 Acquired brand 583,429 583,429 Acquired intellectual property and website 435,000 — Professional practice 556,830 556,830 Literary works and contracts 107,750 107,750 Total intangible assets $ 15,971,704 $ 15,536,704 As of April 30, 2023, the weighted average remaining useful life for technology, trade names, professional practice, literary works and domains is 14.16 years. Accumulated amortization amounted to $ 96,407 15,875,297 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Apr. 30, 2023 | |
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 May 23, 2023the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investors, in a registered direct offering (the “Offering”), 1,100,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $1.55 per Share, for aggregate gross proceeds of $1,705,000, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Offering closed on May 25, 2023. The Shares were offered and issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File 333-267921) (the “Shelf Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on October 18, 2022 and declared effective on October 26, 2022. Also in connection with the Offering, on May 23, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with ThinkEquity LLC (the “Placement Agent”), pursuant to which (i) the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the Offering, (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 8.0% of the gross proceeds raised in the Offering, and to reimburse the Placement Agent for certain expenses, and (iii) the Company agreed to issue to the Placement Agent warrants to purchase up to 55,000 shares of common stock at an exercise price of $1.94 (the “Placement Agent Warrants”), which were issued on May 25, 2023. The Placement Agent Warrants (and the shares of Common Stock issuable upon the exercise of the Placement Agent Warrants) were not registered under the Securities Act and were offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The Placement Agency Agreement and the Purchase Agreement contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Placement Agent, or the investors, as the case may be, other obligations of the parties and termination provisions. In conjunction with the above noted Offering, the Company paid off its secured lender, Vaxstar LLC, $350,000 in principal plus accrued interest of $17,167.23 to retire all outstanding obligations to Vaxstar LLC. In July 2023, the Company issued 49,855 shares of its common stock in consideration of a release from an unrelated third party in conjunction with the settlement of an outstanding debt between such third party and Netcapital Systems LLC. On July 24, 2023 the Company completed an underwritten public offering of 1,725,000 shares of the Company’s common stock, at a price to the public of $0.70 per share for aggregate gross proceeds of $1,207,500, before deducting underwriting discounts and offering expenses payable by the Company. In conjunction with this offering, the Company issued the underwriter, and its designees, warrants to purchase 86,250 shares of our common stock at an exercise price of $0.875. |
Description of Business and S_2
Description of Business and Summary of Accounting Principles (Policies) | 12 Months Ended |
Apr. 30, 2023 | |
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 the 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, and provides business valuation services. |
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, 2023 and 2022, which amounted to $8,493,985 and $5,480,835, respectively, are considered contract revenues. Contract revenue as of April 30, 2023 and 2022, which has not yet been recognized, amounted to $661 and $2,532, 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 April 30, 2023 Year Ended April 30, 2022 Consulting services $ 7,560,320 $ 3,878,233 Fees from online services 933,665 1,602,602 Total revenues $ 8,493,985 $ 5,480,835 |
Costs of Services | Costs of Services Costs of services consist of direct costs that we pay to third parties 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 2023 and 2022. 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 $ 91,955 136,955 |
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. |
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 2023 and 2022. |
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. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for common stock issued to consultants and other non-employees. These shares of common stock are issued as compensation for services provided to the Company and are accounted for based upon the fair market value of the common stock. The fair value of the equity instrument is charged directly to compensation expense, or to prepaid expenses in instances where stock was issued under a contractual arrangement to a consultant who agreed to provide services over a period of time. |
Advertising Expenses | Advertising Expenses Advertising and marketing expenses are recorded separately in the Consolidated 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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Disaggregation of Revenue | Schedule of Disaggregation of Revenue Year Ended April 30, 2023 Year Ended April 30, 2022 Consulting services $ 7,560,320 $ 3,878,233 Fees from online services 933,665 1,602,602 Total revenues $ 8,493,985 $ 5,480,835 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Schedule of Debt 2023 2022 Interest Rate Secured lender $ 350,000 $ 1,400,000 8.0% – 12.0 % Notes payable – related parties 15,000 22,860 0.0 % Convertible promissory notes — 300,000 8.0 % 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 10.0 % Total debt 2,785,124 4,142,984 Less: current portion of long-term debt 2,285,124 3,647,911 Total long-term debt $ 500,000 $ 495,073 |
Schedule of future payments under debt obligations | Schedule of future payments under debt obligations Twelve months ended April 30: 2024 $ 2,285,124 2025 — 2026 — 2027 9,837 2028 13,971 Thereafter 476,192 Minimum future payments of principal $ 2,785,124 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
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, 2023 Equity securities at fair value $ — $ 22,955,445 $ — $ 22,955,445 April 30, 2022 Equity securities at fair value $ — $ 12,861,253 $ — $ 12,861,253 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | Schedule of Income Taxes 2023 2022 Deferred tax assets, net: Net operating loss carryforwards $ — $ 322,000 Bad debt allowance 27,000 40,000 Stock-based compensation 433,000 357,000 Deferred tax assets 460,000 719,000 Deferred tax liability Unrealized gain 2,117,000 1,696,000 Total deferred tax liability 2,117,000 1,696,000 Total net deferred tax assets (liabilities) $ (1,657,000 ) $ (977,000 ) |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
Equity [Abstract] | |
Schedule of warrants outstanding | Schedule of warrants outstanding Warrants Outstanding Warrants 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, 2023 $ 1.75 - $5.19 1,541,682 4.25 $ 5.03 1,469,982 $ 5.19 As of April 30, 2022 — — — $ — — $ — |
Schedule of Warrants activity | Schedule of Warrants activity Number of Exercise Price Average Outstanding May 1, 2021 — — $ — Issued during year ended April 30, 2022 — — $ — Exercised/canceled during year ended April 30, 2022 — — $ — Outstanding April 30, 2022 — — $ — Issued during year ended April 30, 2023 1,541,682 $ 1.75 5.19 $ 5.03 Exercised/canceled during year ended April 30, 2023 — — $ — Warrants outstanding April 30, 2023 1,541,682 $ $ 1.75 5.19 $ 5.03 Warrants exercisable, April 30, 2023 1,469,982 $ 5.19 $ 5.19 |
Schedule of stock-based compensation expense | Schedule of stock-based compensation expense Description April 30, 2023 April 30, 2022 Chief Executive Officer, Netcapital Inc. $ 81,309 $ — Chief Financial Officer 25,927 40,608 Chief Executive Officer, Netcapital Advisors Inc. 4,833 40,608 Founder 25,927 — Chief Marketing Officer — 109,547 Related party consultant — 25,908 Marketing consultant — 5,603 Marketing consultant — 380,441 Marketing consultant — 118,405 Business consultant — 25,908 Company secretary and director — 100,000 Business development manager — 300,000 Employee and director stock options 131,581 29,030 Total $ 269,577 $ 1,176,058 The table below presents the number of shares issued as compensation for the years ended April 30, 2023 and 2022: Year Ended Year Ended Description April 30, 2023 April 30, 2022 Company secretary and director — 10,000 Business development manager — 30,000 Chief Marketing Officer — 10,417 Business consultants 350,000 469 Total 350,000 50,886 |
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, 2023 $1.40 - $10.50 2,202,000 9.63 $ 2.46 294,333 $ 3.69 As of April 30, 2022 $10.50 - $10.50 271,000 9.79 $ 10.50 16,945 $ 10.50 |
Schedule of stock options activity | Schedule of stock options activity Number of Exercise Price Average 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 Issued during year ended April 30, 2023 1,950,000 $ 1.40 1.43 $ 1.42 Exercised/canceled during year ended April 30, 2023 (19,000 ) $ 10.50 10.50 $ 10.50 Options outstanding April 30, 2023 2,202,000 $ 1.40 10.50 $ 2.46 Options exercisable, April 30, 2023 294,333 $ 1.40 10.50 $ 3.69 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Schedule of earnings per share 2023 2022 Net income $ 2,954,972 $ 3,503,530 Weighted average common shares outstanding 4,677,214 2,666,173 Effect of dilutive securities 250 82,307 Weighted average dilutive common shares outstanding 4,677,464 2,748,480 Earnings per common share – basic $ 0.63 $ 1.31 Earnings per common share – diluted $ 0.63 $ 1.27 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of investments | Schedule of investments April 30, 2023 April 30, 2022 Netcapital Systems LLC $ 48,128 $ 48,128 Watch Party LLC 440,000 235,400 Zelgor Inc. 1,400,000 1,400,000 ChipBrain LLC 3,366,348 1,704,480 Vymedic Inc. 11,032 20,000 C-Reveal Therapeutics LLC 50,000 50,000 Deuce Drone LLC 2,350,000 2,350,000 Hiveskill LLC 712,500 712,500 ScanHash LLC 425,000 425,000 Caesar Media Group Inc. 1,632,751 900,000 Cust Corp. 1,200,000 1,200,000 Kingscrowd Inc. 3,209,685 3,815,745 Reper LLC 1,200,000 — Dark LLC 2,100,000 — Netwire LLC 1,300,000 — CountSharp LLC 1,170,000 — CupCrew LLC 1,170,000 — HeadFarm LLC 1,170,000 — Total $ 22,955,444 $ 12,861,253 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets April 30, 2023 April 30, 2022 Acquired users $ 14,288,695 $ 14,288,695 Acquired brand 583,429 583,429 Acquired intellectual property and website 435,000 — Professional practice 556,830 556,830 Literary works and contracts 107,750 107,750 Total intangible assets $ 15,971,704 $ 15,536,704 |
Description of Business and S_4
Description of Business and Summary of Accounting Principles (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total Revenue | $ 8,493,985 | $ 5,480,835 |
Consulting Services [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total Revenue | 7,560,320 | 3,878,233 |
Fees From Online Services [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total Revenue | $ 933,665 | $ 1,602,602 |
Description of Business and S_5
Description of Business and Summary of Accounting Principles (Details Narrative) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts | $ 91,955 | $ 136,955 |
Debt (Details)
Debt (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,785,124 | $ 4,142,984 |
Less: current portion of long-term debt | 2,285,124 | 3,647,911 |
Total long-term debt | 500,000 | 495,073 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 350,000 | 1,400,000 |
Debt Instrument, Interest Rate, Effective Percentage | 12% | |
Notes Payable Related Parties [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 15,000 | 22,860 |
Debt Instrument, Interest Rate, Effective Percentage | 0% | |
Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 300,000 | |
Debt Instrument, Interest Rate, Effective Percentage | 8% | |
U S S B A Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 500,000 | 500,000 |
Debt Instrument, Interest Rate, Effective Percentage | 3.75% | |
U S S B A Loan One [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,885,800 | 1,885,800 |
Debt Instrument, Interest Rate, Effective Percentage | 1% | |
U S S B A Loan Two [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 34,324 | $ 34,324 |
Debt Instrument, Interest Rate, Effective Percentage | 10% |
Debt (Details 1)
Debt (Details 1) | Apr. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 2,285,124 |
2025 | |
2026 | |
2027 | 9,837 |
2028 | 13,971 |
Thereafter | 476,192 |
Minimum future payments of principal | $ 2,785,124 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities, FV-NI, Current | $ 22,955,445 | $ 12,861,253 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities, FV-NI, Current | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities, FV-NI, Current | 22,955,445 | 12,861,253 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities, FV-NI, Current |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Deferred tax assets, net: | ||
Net operating loss carryforwards | $ 322,000 | |
Bad debt allowance | 27,000 | 40,000 |
Stock-based compensation | 433,000 | 357,000 |
Deferred tax assets | 460,000 | 719,000 |
Deferred tax liability | ||
Unrealized gain | 2,117,000 | 1,696,000 |
Total deferred tax liability | 2,117,000 | 1,696,000 |
Total net deferred tax assets (liabilities) | $ (1,657,000) | $ (977,000) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 854,000 | $ 544,000 |
Stockholders Equity (Details)
Stockholders Equity (Details) - $ / shares | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding | 1,541,682 | |
Weighted Average Remaining Contractual Life | 4 years 3 months | |
Weighted Average Exercise price | $ 5.03 | |
Weighted Average Remaining Contractual Life | ||
Warrants Exercisable [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding | 1,469,982 | |
Weighted Average Exercise price | $ 5.19 |
Stockholders Equity (Details 1)
Stockholders Equity (Details 1) - Warrant [Member] - $ / shares | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:StockOptionExercisePrice-0] | ||
[custom:StockOptionExercisePriceIssued] | ||
[custom:StockOptionExercisePriceExercised] | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,541,682 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.03 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,541,682 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 5.03 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 1,469,982 | |
[custom:ExercisePricePerShareExercisable-0] | 5.19 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice | $ 5.19 | |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:StockOptionExercisePrice-0] | 1.75 | |
[custom:StockOptionExercisePriceIssued] | 1.75 | |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:StockOptionExercisePrice-0] | 5.19 | |
[custom:StockOptionExercisePriceIssued] | $ 5.19 |
Stockholders Equity (Details 2)
Stockholders Equity (Details 2) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | $ 269,577 | $ 1,176,058 |
Total | $ 269,577 | $ 1,176,058 |
Total | 350,000 | 50,886 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | $ 81,309 | |
Chief Financial Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | 25,927 | 40,608 |
Chief Executive Officer Net Captial Advisors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | 4,833 | 40,608 |
Founder [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | 25,927 | |
Chief Marketing Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | $ 109,547 | |
Total | 10,417 | |
Relatedpartyconsultant [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | $ 25,908 | |
Marketing Consultant [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | 5,603 | |
Marketing Consultant 1 [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | 380,441 | |
Marketing Consultant 2 [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | 118,405 | |
Business Consultant [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | $ 25,908 | |
Total | 350,000 | 469 |
Company Secretary And Director [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | $ 100,000 | |
Total | 10,000 | |
Business Development Manager [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | $ 300,000 | |
Total | 30,000 | |
Employee Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Employee and director stock options | $ 131,581 | $ 29,030 |
Stockholders Equity (Details 3)
Stockholders Equity (Details 3) - $ / shares | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Options Outstanding [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 2,202,000 | 271,000 |
Weighted Average Reamining Years | 9 years 7 months 17 days | 9 years 9 months 14 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.46 | $ 10.50 |
Options Exercisable [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 294,333 | 16,945 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 3.69 | $ 10.50 |
Stockholders Equity (Details 4)
Stockholders Equity (Details 4) - $ / shares | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:StockOptionExercisePrice-0] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | 5.03 | |
[custom:StockOptionExercisePriceIssued] | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 5.03 | |
[custom:StockOptionExercisePriceExercised] | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,541,682 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,541,682 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 1,469,982 | |
[custom:ExercisePricePerShareExercisable-0] | 5.19 | |
Minimum [Member] | Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:StockOptionExercisePrice-0] | $ 1.75 | |
[custom:StockOptionExercisePriceIssued] | 1.75 | |
Maximum [Member] | Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:StockOptionExercisePrice-0] | 5.19 | |
[custom:StockOptionExercisePriceIssued] | 5.19 | |
Equity Option [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:StockOptionExercisePrice-0] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod1] | 272,000 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 10.50 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriodOne] | 1,000 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 10.50 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 271,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceOptions-0] | $ 10.50 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,950,000 | |
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePriceOne] | $ 1.42 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (19,000) | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumberOptions-0] | 2,202,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice1-0] | $ 2.46 | |
Equity Option [Member] | Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 294,333 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 3.69 | |
Equity Option [Member] | Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:StockOptionExercisePrice-0] | 10.50 | |
[custom:StockOptionExercisePriceIssued] | 10.50 | |
[custom:StockOptionExercisePriceExercised] | 10.50 | |
[custom:StockOptionExercisePriceIssuedOne] | 1.40 | |
[custom:StockOptionExercisePriceOne-0] | $ 1.40 | |
[custom:ExercisePricePerShareExercisable-0] | 1.40 | |
Equity Option [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:StockOptionExercisePrice-0] | $ 10.50 | |
[custom:StockOptionExercisePriceIssued] | 10.50 | |
[custom:StockOptionExercisePriceExercised] | 10.50 | |
[custom:StockOptionExercisePriceIssuedOne] | 1.43 | |
[custom:StockOptionExercisePriceOne-0] | $ 10.50 | |
[custom:ExercisePricePerShareExercisable-0] | 10.50 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Net income | $ 2,954,972 | $ 3,503,530 |
Weighted average common shares outstanding | 4,677,214 | 2,666,173 |
Effect of dilutive securities | $ 250 | $ 82,307 |
Weighted average dilutive common shares outstanding | 4,677,464 | 2,748,480 |
Earnings per common share – basic | $ 0.63 | $ 1.31 |
Earnings per common share – diluted | $ 0.63 | $ 1.27 |
Earnings Per Common Share (De_2
Earnings Per Common Share (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Outstanding stock options | $ 2,202,000 | $ 271,000 |
Warrants | $ 1,469,982 | $ 0 |
Investments (Details)
Investments (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | $ 22,955,444 | $ 12,861,253 |
Netcapital Systems L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 48,128 | 48,128 |
Watch Party L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 440,000 | 235,400 |
Zelgor Inc [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 1,400,000 | 1,400,000 |
Chip Brain L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 3,366,348 | 1,704,480 |
Vymedic Inc [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 11,032 | 20,000 |
C Reveal Therapeutics L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 50,000 | 50,000 |
Deuce Drone L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 2,350,000 | 2,350,000 |
Hiveskill L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 712,500 | 712,500 |
Scan Hash L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 425,000 | 425,000 |
Caesar Media Group Inc [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 1,632,751 | 900,000 |
Cust Corp [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 1,200,000 | 1,200,000 |
Kingscrowd Inc [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 3,209,685 | 3,815,745 |
Reper L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 1,200,000 | |
Dark L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 2,100,000 | |
Netwire L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 1,300,000 | |
Count Sharp L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 1,170,000 | |
Cup Crew L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | 1,170,000 | |
Head Farm L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
HeadFarmLLCMember | $ 1,170,000 |
Investments (Details Narrative)
Investments (Details Narrative) | Apr. 30, 2023 USD ($) |
Equity Method Investments and Joint Ventures [Abstract] | |
Fair value of the equity securities | $ 1,857,500 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 15,971,704 | $ 15,536,704 |
Acquired Users [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 14,288,695 | 14,288,695 |
Acquired Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 583,429 | 583,429 |
Acquired Intellectual Property And Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 435,000 | |
Professional Practice [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 556,830 | 556,830 |
Literary Works And Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 107,750 | $ 107,750 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | Apr. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Accumulated amortization | $ 96,407 |
Net intangible assets | $ 15,875,297 |