Subsequent Events | Note 14 – Subsequent Events 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 under the Company’s 2021 Equity Incentive Plan. The options vest monthly on a straight-line basis over a 4-year period and expire in 10 years. On February 9, 2022, the Company sold two convertible promissory notes to accredited investors for total proceeds of $300,000. The notes accrue interest at a rate of 8% per annum and have a maturity date of February 9, 2023. The notes automatically convert into shares of common stock at a price per share that is the lesser of $10.00 or the 80% of the price paid per share for a subsequent round of securities sold, as defined in the promissory note. The promissory notes also convert automatically with a change in control. The Company evaluated subsequent events through the date these financial statements were available to be issued. There were no material subsequent events that required recognition or additional disclosure in these financial statements. | 12. Subsequent Events The Company evaluated subsequent events through the date these financial statements were available to be issued. On June 2, 2021, the Company loaned $50,000 to a related party. The unpaid principal balance on the note is subject to an interest rate of 5% per annum and matures on June 2, 2022. On June 30, 2021, the Company loaned $50,000 to a related party. The unpaid principal balance on the note is subject to an interest rate of 8% per annum and matures on June 30, 2022. In July 2021, the Company issued 361,736 shares of its common stock as payment of $3,523,462 of supplemental consideration that was owed to its affiliate, Netcapital Systems Inc. The 361,736 shares of common stock include an aggregate of 32,458 shares of common stock, that paid off liabilities totaling $316,130, that were made to a company controlled by a member of the board of managers of Netcapital Systems LLC and to an individual manager. In July 2021, the Company completed an offering for gross proceeds of $1,592,400 in conjunction with the sale of restricted shares of common stock at a price of $9.00 per share. A total of 176,934 shares of common stock were issued. NETCAPITAL INC. Condensed Consolidated Balance Sheets Unaudited Audited Assets: January 31, 2022 April 30, 2021 Cash and cash equivalents $ 477,134 $ 2,473,959 Accounts receivable net 2,257,174 1,356,932 Prepaid expenses 9,987 653,861 Total current assets 2,744,295 4,484,752 Deposits 6,300 6,300 Notes receivable - related parties 202,000 — Purchased technology 15,536,704 14,803,954 Investment in affiliate 240,080 122,914 Equity securities at fair value 11,261,253 6,298,008 Total assets $ 29,990,632 $ 25,715,928 Liabilities and Stockholders' Equity Current liabilities: Accounts payable Trade $ 437,326 $ 308,506 Related party 320,224 3,843,686 Accrued expenses 253,285 306,308 Stock subscription payable 277,650 1,199,996 Deferred revenue 25,613 622 Interest payable 187,239 116,483 Deferred tax liability, net 981,000 433,000 Related party debt 22,860 22,860 Secured note payable — 1,000,000 Current portion of SBA loans 951,417 1,885,800 Loan payable - bank 34,324 34,324 Total current liabilities 3,490,938 9,151,585 Long-term liabilities: Secured note payable 1,000,000 — Long-term SBA loans, less current portion 1,434,383 2,385,800 Total Liabilities 5,925,321 11,537,385 Commitments and contingencies — — Stockholders' equity: Common stock, $ .001 par value; 900,000,000 shares authorized, 2,896,844 and 2,178,766 shares issued and outstanding 2,896 2,178 Capital in excess of par value 22,050,777 15,168,987 Retained earnings (deficit) 2,011,638 (992,622 ) Total stockholders' equity 24,065,311 14,178,543 Total liabilities and stockholders' equity $ 29,990,632 $ 25,715,928 See Accompanying Notes to the Condensed Consolidated Financial Statements NETCAPITAL INC. Condensed Consolidated Statements of Operations (Unaudited) Nine Months Ended Nine Months Ended Three Months Ended Three Months Ended January 31, 2022 January 31, 2021 January 31, 2022 January 31, 2021 Revenues $ 3,636,050 $ 3,770,813 $ 1,811,041 $ 1,277,327 Costs of services 85,429 730,343 39,349 16,119 Gross profit 3,550,621 3,040,470 1,771,692 1,261,208 Costs and expenses: Consulting expense 675,180 391,206 309,545 126,212 Marketing 67,771 21,620 23,945 12,838 Rent 34,480 39,516 11,869 12,718 Payroll and payroll related expenses 3,032,987 2,153,561 1,241,332 857,228 General and administrative costs 1,277,146 235,054 320,724 159,554 Total costs and expenses 5,087,564 2,840,957 1,907,415 1,168,550 Operating income (loss) (1,536,943 ) 199,513 (135,723 ) 92,658 Other income (expense): Interest expense (90,844 ) (53,690 ) (20,573 ) (30,126 ) Debt forgiveness 1,904,302 — 1,904,302 — Unrealized gain on equity securities 3,275,745 — — — Total other income (expense) 5,089,203 (53,690 ) 1,883,729 (30,126 ) Net income before taxes 3,552,260 145,823 1,748,006 62,532 Income tax provision (benefit) 548,000 42,288 (73,000 ) 19,890 Net income $ 3,004,260 $ 103,535 $ 1,821,006 $ 42,642 Basic earnings per share $ 1.16 $ 0.11 $ 0.64 $ 0.02 Diluted earnings per share $ 1.14 $ 0.11 $ 0.63 $ 0.02 Weighted average number of common shares outstanding: Basic 2,589,142 948,058 2,842,924 2,012,723 Diluted 2,629,043 948,058 2,882,825 2,012,729 See Accompanying Notes to the Condensed Consolidated Financial Statements NETCAPITAL INC. Statements of Changes in Stockholders’ Equity (Unaudited) Common Stock Capital in Excess of Retained Earnings Total Shares Amount Par Value (Deficit) Equity Balance, April 30, 2019 377,685 $ 378 $ 2,201,497 $ (3,067,133 ) $ (865,258 ) Q1 stock-based compensation 1,406 1 19,687 — 19,688 Net income, July 31, 2019 — — — 24,475 24,475 Balance, July 31, 2019 379,091 379 2,221,184 (3,042,658 ) (821,095 ) Q2 stock-based compensation 37,656 38 917,305 — 917,343 Net income, October 31, 2019 — 542,451 542,451 Balance, October 31, 2019 416,747 417 3,138,489 (2,500,207 ) 638,699 Q3 stock-based compensation 156 — 1,500 — 1,500 Net income, January 31, 2020 — — — 595,174 595,174 Balance, January 31, 2020 416,903 417 3,139,989 (1,905,033 ) 1,235,373 Q4 stock-based compensation 156 — 1,032 — 1,032 Net loss, April 30, 2020 — — — (557,249 ) (557,249 ) Balance, April 30, 2020 417,059 417 3,141,021 (2,462,282 ) 679,156 Q1 stock-based compensation 156 — 1,406 — 1,406 Net income, July 31, 2020 — — — 30,871 30,871 Balance, July 31, 2020 417,215 417 3,142,427 (2,431,411 ) 711,433 Q2 stock-based compensation 2,240 2 18,555 — 18,557 Net income, October 31, 2020 — — — 30,022 30,022 Balance, October 31, 2020 419,455 419 3,160,982 (2,401,389 ) 760,012 Shares issued to acquire funding portal 1,666,360 1,666 11,329,582 — 11,331,248 Return of shares of common stock (5,000 ) (5 ) 5 — — Q3 stock-based compensation 937 1 6,239 — 6,240 Net income, January 31, 2021 — — — 42,642 42,642 Balance, January 31, 2021 2,081,752 2,081 14,496,808 (2,358,747 ) 12,140,142 Q4 stock-based compensation 95,937 96 657,180 — 657,276 Shares issued for debt settlement 1,077 1 14,999 — 15,000 Net income, April 30, 2021 1,366,125 1,366,125 Balance, April 30, 2021 2,178,766 2,178 15,168,987 (992,622 ) 14,178,543 Q1 stock-based compensation 937 2 14,054 — 14,056 Sale of common stock 176,934 176 1,592,219 1,592,395 Shares issued to settle related party accounts payable 361,736 362 3,523,100 3,523,462 Net income, July 31, 2021 — — — 1,457,410 1,457,410 Balance, July 31, 2021 2,718,373 2,718 20,298,360 464,788 20,765,866 Q2 stock-based compensation 937 1 10,072 — 10,073 Net loss, October 31, 2021 (274,156 ) (274,156 ) Balance, October 31, 2021 2,719,310 2,719 20,308,432 190,632 20,501,783 Q3 stock-based compensation 55,312 55 553,967 — 554,022 Purchase of equity interest 50,000 50 499,950 — 500,000 Purchase of MSG Development Corp. 50,000 50 488,450 — 488,500 Sale of common stock 22,222 22 199,978 — 200,000 Net income, January 31, 2022 — — — 1,821,006 1,821,006 Balance, January 31, 2022 2,896,844 $ 2,896 $ 22,050,777 $ 2,011,638 $ 24,065,311 See Accompanying Notes to the Condensed Consolidated Financial Statements NETCAPITAL INC. Condensed Consolidated Statements of Cash Flows (Unaudited) January 31, 2022 January 31, 2021 OPERATING ACTIVITIES Net income $ 3,004,260 $ 103,535 Adjustment to reconcile net income to net cash used in operating activities: Stock-based compensation 1,137,042 386,121 Non-cash revenue from the receipt of equity (1,187,500 ) (2,319,532 ) Unrealized gain on equity securities (3,275,745 ) — Debt forgiveness (1,904,302 ) Provision for bad debts — 29,000 Changes in deferred taxes 548,000 42,288 Changes in non-cash working capital balances: Accounts receivable (900,242 ) (1,001,586 ) Prepaid expenses 21,983 (3,144 ) Accounts payable and accrued expenses 138,797 250,587 Accounts payable - related party — 37,314 Deferred revenue 24,991 (67 ) Accrued interest payable 89,258 — Net cash used in operating activities (2,303,458 ) (2,475,484 ) INVESTING ACTIVITIES Proceeds from purchase of funding portal — 364,939 Loans to affiliates (202,000 ) — Investment in affiliate (117,166 ) — Net cash provided by (used in) investing activities (319,166 ) 364,939 FINANCING ACTIVITIES Proceeds from SBA loans — 2,385,800 Proceeds from stock subscriptions 625,799 — Net cash provided by financing activities 625,799 2,385,800 Net increase (decrease) in cash (1,996,825 ) 275,255 Cash and cash equivalents, beginning of the period 2,473,959 11,206 Cash and cash equivalents, end of the period $ 477,134 $ 286,461 Supplemental disclosure of cash flow information: Cash paid for taxes $ — $ — Cash paid for interest $ 1,592 $ 1,595 Supplemental Non-Cash Financing Information: Common stock issued to purchase subsidiary $ 488,500 $ — Common stock issued to purchase 10% interest in Caesar Media Group Inc. $ 500,000 $ — Common stock issued to reduce related party payable $ 3,523,462 $ — See Accompanying Notes to the Condensed Consolidated Financial Statements NETCAPITAL INC. Notes To Condensed Consolidated Financial Statements (Unaudited) |