Subsequent Events | Note 14 – Subsequent Events On November 2, 2021, the owners of ValuCorp Inc. (“ValuCorp”), a business valuation firm, formed a new company MSG Development Corp. (“MSG”) and transferred most of the assets of ValuCorp to MSG. The Company entered into an exchange agreement (“Agreement”) whereby the Company received 100% of the outstanding shares of MSG in exchange for 75,000 shares of common stock of the Company. 50,000 shares of the Company’s common stock were issued in December 2021 and four annual installments of 6,250 shares are due over the next four years. MSG’s assets were less than 20% of the value of the Company’s assets and the Company’s investment in MSG is less than 20% of the Company’s market value. Furthermore, the revenue and operating income of MSG’s predecessor, ValuCorp, for the prior two years, is less than 20% of the revenue and operating income of the Company. Upon evaluation of the components of the business combination, including the relative voting rights in the combined entity, the composition of the governing body and senior management of the combined entity, the relative size of each entity and the terms of the exchange of equity interests, the Company recorded the transaction in the third quarter of fiscal 2022 as a purchase. The following table summarizes the value of the consideration for MSG and the amounts of the assets acquired in conjunction with the Agreement. MSG had no liabilities. Schedule of assets acquired Total consideration: 75,000 shares of common stock of the Company $ 750,000 Recognized amounts of identifiable assets acquired: Professional practice goodwill $ 570,000 Technology-related intangibles 37,500 Marketing-related intangibles 15,000 Computer-related intangibles 50,250 Customer-related intangibles 17,250 Contract-related intangibles 30,000 Human capital and artistic-related intangibles 30,000 Total identifiable net assets $ 750,000 The fair value of the common shares issued as the consideration for MSG was determined by the most recent (the prior day’s) closing price of the Company’s common shares at the time the shares were issued. In November 2021, the Company received notice that an SBA loan (see Note 5 the “May Loan”) was forgiven in its entirety. In November 2021, the Company issued 46,300 shares of its common stock as stock-based compensation. In December 2021, the company issued 50,000 shares of its common stock in conjunction with the purchase of a ten percent interest in Caesar Media Group, Inc., a marketing and technology solutions provider. 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. NETC Condensed Consolidated Balance Sheets Assets: (Unaudited) (Audited) Cash and cash equivalents $ 940,966 $ 2,473,959 Accounts receivable net 2,149,674 1,356,932 Receivable from bank 212,252 — Prepaid expenses 177,940 653,861 Total current assets 3,480,832 4,484,752 Deposits 6,300 6,300 Notes receivable - related parties 130,000 — Purchased technology 14,803,954 14,803,954 Investment in affiliate 240,080 122,914 Equity securities at fair value 9,623,753 6,298,008 Total assets $ 28,284,919 $ 25,715,928 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable Trade $ 357,623 $ 308,506 Related party 320,224 3,843,686 Accrued expenses 316,285 306,308 Stock subscription payable 219,900 1,199,996 Deferred revenue 670 622 Interest payable 185,650 116,483 Deferred tax liability, net 1,054,000 433,000 Related party debt 22,860 22,860 Secured note payable 1,000,000 1,000,000 Current portion of SBA loans 2,518,965 1,885,800 Loan payable - bank 34,324 34,324 Demand notes payable — — Total current liabilities 6,030,501 9,151,585 Long-term liabilities: Long-term SBA loans, less current portion 1,752,635 2,385,800 Total Liabilities 7,783,136 11,537,385 Commitments and contingencies — — Stockholders’ equity: Common stock, $ .001 900,000,000 2,719,310 2,178,766 2,719 2,178 Capital in excess of par value 20,308,432 15,168,987 Retained earnings (deficit) 190,632 (992,622 ) Total stockholders’ equity 20,501,783 14,178,543 Total liabilities and stockholders’ equity $ 28,284,919 $ 25,715,928 See Accompanying Notes to the Consolidated Financial Statements NETCAPITAL INC. Condensed Consolidated Statements of Operations (Unaudited) Six Months Ended Six Months Ended Three Months Ended Three Months Ended Revenues $ 1,825,009 $ 2,493,486 $ 1,199,822 $ 731,164 Costs of services 46,080 714,224 17,775 283,205 Gross profit 1,778,929 1,779,262 1,182,047 447,959 Costs and expenses: Consulting expense 365,635 5,085 183,030 3,094 Marketing 43,826 8,782 22,000 4,681 Rent 22,611 26,798 10,481 12,719 Payroll and payroll related expenses 1,791,655 1,556,242 730,296 338,744 General and administrative costs 956,422 75,500 561,370 34,361 Total costs and expenses 3,180,149 1,672,407 1,507,177 393,599 Operating income (loss) (1,401,220 ) 106,855 (325,130 ) 54,360 Other income (expense): Interest expense (70,271 ) (23,564 ) (35,026 ) (13,281 ) Unrealized gain on equity securities 3,275,745 — — — Total other income (expense) 3,205,474 (23,564 ) (35,026 ) (13,281 ) Net income before taxes 1,804,254 83,291 (360,156 ) 41,079 Income tax provision (benefit) 621,000 22,398 (86,000 ) 11,057 Net income $ 1,183,254 $ 60,893 $ (274,156 ) $ 30,022 Basic earnings per share $ 0.48 $ 0.15 $ (0.10 ) $ 0.07 Diluted earnings per share $ 0.47 $ 0.15 $ (0.10 ) $ 0.07 Weighted average number of common shares outstanding: Basic 2,462,251 415,726 2,718,383 415,815 Diluted 2,497,808 415,726 2,718,383 415,815 See Accompanying Notes to the Consolidated Financial Statements NETCAPITAL INC. Statements of Changes in Stockholders’ Equity (Unaudited) For the Six Months Ended O ctober 31, 2021 and the Years Ended April 30, 2021 and 2020 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 acquire funding portal 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 See Accompanying Notes to the Consolidated Financial Statements NETCAPITAL INC. Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended October 31, 2021 Six Months Ended October 31, 2020 OPERATING ACTIVITIES Net income $ 1,183,254 $ 60,893 Adjustment to reconcile net income to net cash used in operating activities: Stock-based compensation 483,067 259,909 Non-cash revenue from the receipt of equity (50,000 ) (2,314,532 ) Unrealized gain on equity securities (3,275,745 ) — Changes in deferred taxes 621,000 22,398 Changes in non-cash working capital balances: Accounts receivable (792,742 ) (40,671 ) Receivable from bank (212,252 ) — Prepaid expenses 16,983 (5,166 ) Accounts payable and accrued expenses 59,094 30,515 Deferred revenue 48 4,851 Accrued interest payable 69,167 40,791 Net cash used in operating activities (1,898,126 ) (1,941,012 ) INVESTING ACTIVITIES Loans to affiliates (130,000 ) — Investment in affiliate (117,166 ) — Net cash used in investing activities (247,166 ) — FINANCING ACTIVITIES Proceeds from SBA loans — 2,385,800 Proceeds from stock subscriptions 612,299 — Net cash provided by financing activities 612,299 2,385,800 Net increase (decrease) in cash (1,532,993 ) 444,788 Cash and cash equivalents, beginning of the period 2,473,959 11,206 Cash and cash equivalents, end of the period $ 940,966 $ 455,994 Supplemental disclosure of cash flow information: Cash paid for taxes $ — $ — Cash paid for interest $ 1,110 $ 1,113 Supplemental Non-Cash Financing Information: Common stock issued to reduce related party payable $ 3,523,462 $ — See Accompanying Notes to the Consolidated Financial Statements NETCAPITAL INC. Notes To Condensed Consolidated Financial Statements (Unaudited) |