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Item 9A. Controls and Procedures

2024-07-29 compared with 2023-07-26 · 1122 added, 1940 removed, 283 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation

of the Principal Executive Officer (the “PEO”) and Principal Financial Officer (the “PFO”), has evaluated the

effectiveness of the Company’s disclosure controls and procedures (as defined in SEC Rule 13a-15(e)) as of April 30, 2023.

on that evaluation, the PEO and the PFO concluded that, as of April 30, 2023, such controls and procedures were effective.

(b) Management’s Assessment of Internal Control

over Financial Reporting

Management is responsible for establishing and maintaining

adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f).

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of

management, including the PEO and the PFO, the Company’s management has evaluated the effectiveness of its internal control over

financial reporting as of April 30, 2023, based on the criteria established in a report entitled “2013 Internal Control - Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by

the Commission in Release No.

Based on this evaluation, the Company’s management has evaluated and concluded

that the Company’s internal control over financial reporting was effective as of April 30, 2023.

This annual report does not include an attestation

report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

Company’s registered public accounting firm was not required to issue an attestation on its internal controls over financial reporting

pursuant to the rules of the SEC.

The Company will continue to evaluate the effectiveness of internal controls and procedures

on an ongoing basis.

There have been no changes in our internal controls

over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter

ended April 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

Evaluation of Disclosure Controls and Procedures

Company’s management, with the participation of the Principal Executive Officer (the “PEO”) and Principal Financial

Officer (the “PFO”), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined

in SEC Rule 13a-15(e)) as of April 30, 2024.

Based on that evaluation, the PEO and the PFO concluded that, as of April 30, 2024, such

controls and procedures were effective.

Management’s Assessment of Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange

Act Rules 13a-15(f).

A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

the supervision and with the participation of management, including the PEO and the PFO, the Company’s management has evaluated

the effectiveness of its internal control over financial reporting as of April 30, 2024, based on the criteria established in a report

entitled “2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission”

and the interpretive guidance issued by the Commission in Release No.

Based on this evaluation, the Company’s management

has evaluated and concluded that the Company’s internal control over financial reporting was effective as of April 30, 2024.

annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal

control over financial reporting.

The Company’s registered public accounting firm was not required to issue an attestation on its

internal controls over financial reporting pursuant to the rules of the SEC.

The Company will continue to evaluate the effectiveness

of internal controls and procedures on an ongoing basis.

Changes in Internal Control over Financial Reporting

have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under

the Securities Exchange Act) during the quarter ended April 30, 2024 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table and biographical summaries set

forth information, including principal occupation and business experience, about our directors and executive officers as of July 26, 2023.

Our executive officers and directors are as follows:

Director Since

President and Chief

Executive Officer, Director

Director, CEO of Netcapital Advisors Inc.

Secretary and Director

November 2022

Coreen Kraysler

Chief Financial Officer

September 2017

Jason Frishman

Founder of Netcapital Funding Portal Inc.

November 2020

Our directors serve in such capacity until the first

annual meeting of our shareholders and until their successors have been elected and qualified.

Our officers serve at the discretion of

our board of directors, until their death, or until they resign or have been removed from office.

Executive Officers and Directors

Martin Kay, Director and Chief Executive Officer

Martin Kay has served as a Director of the

Company since May 2022 and as our Chief Executive Officer since January 2023.

He was formerly a Managing Director at Accenture Strategy,

a position he held from October 2015 until December 2022 and holds a BA in physics from Oxford University and an MBA from Stanford University

Graduate School of Business.

Kay is an experienced C-suite advisor and digital media entrepreneur, working at the intersection of

business and technology.

His experience includes oversight of our funding portal when he served on the board of managers of Netcapital

Systems LLC from 2017 – 2021.

Cecilia Lenk, Director and CEO of Netcapital Advisors

Cecilia Lenk has served as a director since July 2017.

She served as our Chief Executive Officer from July 2017 to January 2023 and currently serves as the Chief Executive Officer of our wholly

owned subsidiary, Netcapital Advisors Inc.

Prior to that, she worked as a self-employed business consultant and a town councilor in Watertown,

MA for five years.

Lenk has specialized in technology and health

Formerly Vice President of Technology and Digital Design at Decision Resources Inc., a global company serving the biopharmaceutical

market, she oversaw the implementation of new technologies, products, and business processes.

Prior to joining Decision Resources, Cecilia

founded a technology firm that built a patented platform for online research.

She has managed large-scale technology projects for leading

corporations, universities, government agencies, and major non-profit organizations.

Lenk has a Ph.D.

in Biology from Harvard University

from Johns Hopkins University in Geography and Environmental Engineering.

She has served on a number of non-profit boards,

including Chair of the Johns Hopkins Engineering Alumni.

She is currently on the Alumni Advisory Board for the Hopkins School of Engineering.

Lenk brings to our Board key leadership experience

in high-growth technology companies and possesses a strong mix of strategic, finance, and operating skills.

Avi Liss, Director and Secretary

Avi Liss has served as a Director and Secretary of

the Company since August 2010.

From August 2009 to present, he has served as the President of Liss Law, LLC, a law firm specializing in

real estate conveyances.

Prior to founding Liss Law, he worked as a judicial law clerk for the Honorable Stephen S.

Mitchell, a bankruptcy

court judge for the Eastern District of Virginia.

Liss is well qualified to serve as a director

of the company due to his knowledge and working experience with legal governance matters.

Steven Geary, Director

Steven Geary has served as a Director of the Company

since June 2006.

Since 2009, he has served in several management positions at Statera and is currently the Vice President of Strategy

and Business Development.

From 2008 to 2009, he was the Chief Executive Officer of ImproveSmart, Inc.

From April 2006 to June 2008, he

served as our President and Chief Operating Officer, and as our Chief Executive Officer from June 2008 to December 2009.

Geary has significant business development and

brand marketing expertise in consumer products and services.

Arnold Scott, Director

Arnold Scott has served as a Director of the

Company since December 2022.

In addition, Mr.

Scott currently serves as a founding member of the Boston Chapter of the Private Directors

Association, a position he has held since 2020.

Previously, he served as a director of ChipBrain, a position he held from 2021 -

2022, a director and Vice Chairman of First Commons Bank from 2008-2017, as a director of Perillon Software from 2015-2019 and as a manager

on the board of managers of Netcapital Systems LLC from 2017 - 2020, an affiliate and shareholder of Netcapital Inc.

he previously has served as a member of the board of trustees of Alderson Broaddus University from 2013 to 2020.

He has also served on

several advisory boards including Vestmark, Successimo, ai Resources, and The Capital Network.

Coreen Kraysler, CFA, Chief Financial Officer

Coreen Kraysler has served as the Chief Financial Officer of the Company

since September 2017.

Kraysler is a CFA Charterholder with over 30 years

of investment experience.

Formerly a Senior Vice President and Principal at Independence Investments, she managed several 5-star rated

mutual funds as well as institutional accounts and served on the Investment Committee.

She also worked at Eaton Vance as a Vice President,

Equity Analyst on the Large and Midcap Value teams.

A specialist in financial services, household and consumer products, she guest lectures

at local colleges and universities.

She received a B.A.

in Economics and French, cum laude, from Wellesley College and a Master of Science

in Management from MIT Sloan.

Jason Frishman, Founder of Netcapital Funding Portal

Jason Frishman is the Founder and former Chief

Executive Officer of our funding portal subsidiary, Netcapital Funding Portal Inc.

Frishman founded Netcapital Funding Portal Inc.

to help reduce the systemic inefficiencies early-stage companies face in securing capital.

He currently holds advisory positions at leading

organizations in the financial technology ecosystem and has spoken as an external expert at Morgan Stanley, University of Michigan,

YPO, and others.

Frishman has a background in the life sciences and previously conducted research in medical oncology at the Dana

Farber Cancer Institute and cognitive neuroscience at the University of Miami, where he graduated summa cum laude with a B.S.

in Neuroscience.

Term of Office

All our directors will hold office until their successors

have been elected and qualified or appointed or the earlier of their death, resignation or removal.

Executive officers are appointed and

serve at the discretion of the Board.

Family Relationships

There are no family relationships among our directors

Board Composition

Our bylaws provide that the size of our Board will

be determined from time to time by resolution of our Board.

Currently, the Board comprises five members, three of whom qualify as “independent”

directors under any applicable standard.

Election of Directors

Our bylaws provide that members of our board or directors

will be elected by a majority vote of our stockholders.

Director Independence

Our common stock is currently quoted on the

Nasdaq Capital Market.

Nasdaq Rule 5065(b) requires that “[a] majority of the board of directors must be comprised of Independent

Directors as defined in Rule 5605(a)(2).” Pursuant to these requirements, Avi Liss, Arnold Scott, and Steven Geary are independent

members of our Board.

Arrangements between Officers and Directors

Except as set forth herein, to our knowledge,

there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which the officer or

director was selected to serve as an officer or director.

Involvement in Certain Legal Proceedings

We are not aware of any of our directors or

officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings

(other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K.

Board Meetings and Committees;

Management Matters

Board Committees

The Company’s Board has three standing Nasdaq

compliance committees:

Audit, Compensation, and Nominating and Corporate Governance.

Our audit committee consists of Avi Liss, Arnold

Scott, and Steven Geary.

Each of the committees operates pursuant to its charter.

The committee charters are reviewed annually by the

Nominating and Corporate Governance Committee.

If appropriate, and in consultation with the chairs of the other committees, the Nominating

and Corporate Governance Committee may propose revisions to the charters.

The responsibilities of each committee are described in more

detail below.

Our Board committees took actions by written consent on three occasions

during the fiscal year ended April 30, 2023.

No fees are paid to directors for attendance at meetings or for agreeing to a unanimous consent

or the Board.

Compensation Committee

Our Compensation Committee consists of Avi Liss, Arnold

Scott, and Steven Geary.

The Compensation Committee oversees our compensation

policies, plans and programs, and to review and determine the compensation to be paid to our executive officers and directors.

the Compensation Committee has the authority to act on behalf of the Board in fulfilling the Board’s responsibilities with respect

to compensation-based and related disclosures in filings as required by the Securities and Exchange Commission.

This committee took action

by written consent on two occasions during the fiscal year ended April 30, 2023.

Nominating and Corporate Governance Committee

Our Nominating and Governance Committee consists of

Avi Liss, Arnold Scott, and Steven Geary.

The Nominating and Corporate Governance Committee

(i) oversees our corporate governance functions on behalf of the Board;

(ii) makes recommendations to the Board regarding corporate governance

(iii) identifies and evaluates candidates to serve as our directors consistent with the criteria approved by the Board and reviews

and evaluates the performance of the Board;

(iv) serves as a focal point for communication between director candidates, non-committee

directors and management;

(v) selects or recommends to the Board for selection candidates to the Board, or, to the extent required below,

to serve as nominees for director for the annual meeting of shareholders;

and (vi) makes other recommendations to the Board regarding

affairs relating to our directors.

This committee took actions by written consent on fifteen occasions during the fiscal year ended April

No fees are paid to directors for attendance at meetings or for agreeing to a unanimous consent.

Audit Committee

Our Audit Committee members consist of Arnold Scott,

Avi Liss and Steven Geary.

Each of the members of our Audit Committee is an independent director under the Nasdaq listing rules, satisfies

the additional independence criteria for Audit Committee members and satisfies the requirements for financial literacy under the Nasdaq

listing rules and Rule 10A-3 of the Exchange Act, as applicable.

Our board has also determined that Mr.

Geary qualifies

as an Audit Committee financial expert within the meaning of the applicable rules and regulations of the SEC and satisfies the financial

sophistication requirements of the Nasdaq listing rules.

Our Audit Committee oversees our corporate accounting

and financial reporting process and assists our Board in monitoring our financial systems and our legal and regulatory compliance.

Audit Committee also:

work of our independent auditors;

hiring, discharging and compensation of our independent auditors;

approves engagements

of the independent auditors to render any audit or permissible non-audit services;

qualifications, independence and performance of the independent auditors;

financial statements and our critical accounting policies and estimates;

adequacy and effectiveness of our internal controls;

policies with respect to risk assessment and risk management;

monitors our policies and procedures relating to related person transactions;

discusses with management and the independent auditors the results of our annual audit, our quarterly financial statements and our

publicly filed reports.

Our Audit Committee operates under a written charter

approved by our Board and that satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq.

is available on the corporate governance section of our website, which is located at www.netcapitalinc.com

Code of Ethics

We have adopted a Code of Ethics and Business Conduct

applicable to our directors, officers and employees, in accordance with Section 406 of the Sarbanes-Oxley Act, the rules of the SEC promulgated

thereunder, and the Nasdaq listing rules.

We have filed a copy of our form of the Code of Ethics and Business Conduct as an exhibit to

the registration statement on Form S-1/A filed on April 8, 2022.

You will be able to review this document by accessing our public filings

at the SEC’s website at www.sec.gov.

In addition, a copy of the Code of Ethics and Business Conduct will be provided without charge

upon request from us.

If we make any amendments to our Code of Ethics and Business Conduct other than technical, administrative or other

non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics and Business Conduct

applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing

similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver in

a Current Report on Form 8-K.

We also intend to post any amendments to our Code of Ethics and Business Conduct, or any waivers of its

requirements, on our website, www.netcapitalinc.com.

Limitation of liability and indemnification matters

Our articles of incorporation contain provisions that

limit the liability of our directors for monetary damages to the fullest extent permitted by Utah law.

Consequently, our directors will

not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, unless the director

engaged in gross negligence, willful misconduct or intentional infliction of harm on the corporation or its shareholders, or an intentional

violation of criminal law.

We have entered and expect to continue to enter into

agreements to indemnify our directors, executive officers and other employees as determined by our Board.

With specified exceptions, these

agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and

settlement amounts incurred by any of these individuals in any action or proceeding.

We believe that these provisions in our articles

of incorporation and the indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions

included in our articles of incorporation may discourage stockholders from bringing a lawsuit against our directors and officers for breach

of their fiduciary duty.

They may also reduce the likelihood of derivative litigation against our directors and officers, even though

an action, if successful, might benefit us and our stockholders.

Further, a stockholder’s investment may be adversely affected to

the extent that we pay the costs of settlement and damage.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act of 1934, requires

our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities (“10%

Shareholders”), to file with the Commission initial reports of ownership and reports of changes in ownership of our common stock

and other equity securities.

Officers, directors and 10% Shareholders are required by Commission regulation to furnish us with copies

of all Section 16(a) forms they file.

To our knowledge, based solely upon a review of Form

3, 4, and 5 filed with the SEC during the fiscal year ended April 30, 2023, we believe that, except as set forth below, our directors,

executive officers, and greater than 10% Shareholders have complied with all applicable filing requirements for the fiscal year ended

April 30, 2023.

Avi Liss failed to timely report one transaction on a Form 4, which report has now been filed.

Steven Geary failed to timely report two transactions on a Form 4, which reports have now been filed.

Arnold Scott failed to timely report one transaction on a Form 4, which report has now been filed.

Cecilia Lenk failed to timely report one transaction on a Form 4, which report has now been filed.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

information required by this item regarding our directors, executive officers and corporate governance will be included in our 2024 Proxy

Statement and is incorporated herein by reference.

EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth, for the fiscal years

indicated, all compensation awarded to, earned by or paid to Martin Kay, our CEO (since January 3, 2023), Cecilia Lenk, our former chief

executive officer (until January 3, 2023), Coreen Kraysler, our CFO, Carole Murko, our former Chief Marketing Officer and Jason Frishman,

Founder and former Chief Executive Officer of our wholly owned subsidiary Netcapital Funding Portal, Inc., or, collectively, the Named

Executive Officers, or NEOs.

We have no other executive officers.

Summary Executive Compensation Table

Change in pension value and nonqualified

Martin Kay, CEO ( Since January 3, 2023 )

Cecilia Lenk CEO ( until January 3, 2023 and CEO of Netcapital Advisors since January 3, 2023 )

Kraysler, CFO

Carole Murko, former CMO ( until January 7, 2022 )(2)

Jason Frishman,

Founder, (and former CEO of Netcapital Funding Portal, until February 9, 2023)

Represents the dollar amount of

vested equity awards during the fiscal year.

Murko received

severance of $7,384.50 and her 8,885 unvested shares vested upon termination, both pursuant to a separation agreement.

Outstanding Equity Awards At End Of 2023

The following table provides information about outstanding

stock options issued by the Company held by each of our NEOs as of April 30, 2023.

None of our NEOs held any other equity awards from

the Company as of April 30, 2023.

Option Awards

Unexercisable

Number of Shares of Stock That Has Not Yet Vested

Market Value of Stock that has not Yet Vested

Coreen Kraysler

Jason Frishman

Director Compensation

We have not paid any cash compensation to our directors

in their capacity as such.

On February 9, 2022, we issued to each of our then

three independent board members, options to purchase 5,000 shares of common stock under the 2021 Equity Incentive Plan which will be exercisable

at a per share exercise price of $10.50, that was out-of-the-money at time of issuance and expires ten years after the date of grant.

On April 25, 2023, we granted to each of our three

current independent board members, options to purchase 20,000 shares of common stock under the 2023 Omnibus Equity Incentive Plan which

will be exercisable at a per share exercise price of $1.40, that was out-of-the-money at time of issuance and expires ten years after

the date of grant.

We issued Avi Liss 10,000 shares of our common stock

valued at $7.50 per share on November 18, 2021 in consideration of his services as a director of the Company.

Officer Compensation

We pay each of our Named Executives Officers a combination

of a cash salary and equity awards for their services.

Employment Agreements

We currently have employment agreements with Martin

Kay and Coreen Kraysler.

Prior to the resignations of Cecilia Lenk on January 3, 2023 and Jason Frishman on February 9, 2023, we and our

Netcapital Funding Portal subsidiary had employment agreements with each of them, respectively.

Cecilia Lenk is currently the Chief Executive

Officer of our wholly owned subsidiary and Jason Frishman holds the position of Founder of Netcapital Inc.

The former employment agreements

of Cecilia Lenk and Jason Frishman are described below.

Prior to the termination of Carole Murko on January 7, 2022, we had an employment

agreement with her as described below:

Employment Agreement with Martin Kay

We entered into an employment agreement with Martin

Kay on January 3, 2023, pursuant to which we employ Mr.

Kay as our Chief Executive Officer.

Under the Employment Agreement, Mr.

eligible to (a) receive an annual base salary of $300,000;

(b) receive an option grant to purchase 100,000 fully vested shares of the

Company pursuant to the 2023 Plan and an option grant to purchase 1,000,000 shares of the Company, which vest monthly over four (4) years

pursuant to an option award agreement, described below, and in each case subject to the 2023 Plan;

salary in the discretion of the Board or compensation committee;

(d) receive .005 times the gross revenue paid in cash annually so long

as the Company reports positive earnings after the bonus is paid;

(d) participate in the Company’s fringe benefits, health and welfare

plans, and pension and/ or profit sharing plans provided to executives;

(e) receive reimbursement for all reasonable business expenses;

and f) receive sick leave, sick pay, and disability benefits in accordance with Company policy.

Kay’s employment agreement,

which has a three-year term, may be terminated upon the occurrence of the death of Mr.

Kay, at any time by Mr.

Kay, by the Company due

to disability, by the Company for “cause”, and by Mr.

Kay for “good reason”.

Kay’s employment agreement

also contains provisions regarding, among other things, a six (6)-month non-competition provision, confidential information, governing

law, and covenants governing Mr.

Kay’s conduct.

Employment Agreement with Cecilia Lenk

We entered into an employment agreement with Cecilia

Lenk on June 23, 2022 pursuant to which we employed Ms.

Lenk as CEO of our wholly owned subsidiary.

The term of her agreement ends on

June 23, 2025.

The agreement provided for an annual base salary during the term of the agreement of $96,000, which was increased to $150,000

upon completion of a public offering in July 2022.

Lenk was eligible for periodic bonuses or for additional salary in addition to

her base salary, as may be determined by our board of directors or the compensation committee.

The agreement also contained the following material

eligible to participate in all employee fringe benefits and any pension and/or profit share plans;

eligible to participate

in any medical and health plans;

entitled to sick leave, sick pay and disability benefits;

entitled to reimbursement for all reasonable

and necessary business expenses.

Lenk agreed to non-compete and non-solicit terms under her agreement.

Employment Agreement with Coreen Kraysler

We entered into an employment agreement with Coreen

Kraysler on June 23, 2022 pursuant to which we employ Ms.

Kraysler as our Chief Financial Officer.

The term of her agreement ends on June

The agreement provides for an annual base salary during the term of the agreement of $96,000, which was increased to $150,000

upon completion of a public offering in July 2022, and increased to $225,000 in January 2023.

Kraysler is eligible for periodic bonuses

or for additional salary in addition to her base salary, as may be determined by our board of directors or the compensation committee.

The agreement also contains the following material

eligible to participate in all employee fringe benefits and any pension and/or profit share plans;

eligible to participate

in any medical and health plans;

entitled to sick leave, sick pay and disability benefits;

entitled to reimbursement for all reasonable

and necessary business expenses.

Kraysler agreed to non-compete and non-solicit terms under her agreement.

Employment Agreement with Jason Frishman

We entered into an employment agreement with Jason

Frishman on June 23 2022 pursuant to which we employed Mr.

Frishman, our Founder, as Chief Executive Officer of Netcapital Funding Portal,

The term of his agreement ends on June 23, 2025.

The Agreement provided for an annual base salary during the term of the agreement

of $96,000, which was increased to $150,000 upon completion of a public offering in July 2022, and increased to $225,000 in January 2023.

Frishman is eligible for periodic bonuses or for additional salary in addition to his base salary, as may be determined by our board

of directors or the compensation committee.

The agreement also contained the following material

eligible to participate in all employee fringe benefits and any pension and/or profit share plans;

eligible to participate

in any medical and health plans;

entitled to sick leave, sick pay and disability benefits;

entitled to reimbursement for all reasonable

and necessary business expenses.

Frishman agreed to non-compete and non-solicit terms under his agreement.

Employment Agreement with Carole Murko

We entered into an employment agreement with Carole

Murko on March 10, 2020 pursuant to which we employed Ms.

Murko as our Director of Business Development.

The agreement was for an initial

term of four years.

The agreement provided for an annual base salary during the term of the agreement of $1.00 plus a commission of 20%

of the cash collected from revenues generated directly by Ms.

Murko plus an unvested grant of stock-based compensation of 12,500 shares

(after giving effect to the November 2020 1-for-2000 reverse stock split) of restricted stock.

The stock vested over a 48 month period

in equal installments of 260 shares per month.

Murko was eligible for periodic bonuses or for additional salary in addition to her

The agreement also contained the following material

eligible to participate in all employee fringe benefits and any pension and/or profit share plans;

eligible to participate

in any medical and health plans;

entitled to up to eight weeks of paid time off;

entitled to sick leave, sick pay and disability benefits;

entitled to reimbursement for all reasonable and necessary business expenses.

Murko was to be terminated for any reason other than

“cause” prior to the end of her term, then the Company will have no claim on the unvested portion of her 12,500 shares.

Murko resigned without “good reason” or retired before the end of her term, the unvested shares would have been returned

to the Company.

Murko agreed to non-compete and non-solicit terms under her agreement.

Potential Payments Upon Termination Or Change In

In the event that Ms.

Kraysler’s employment

is terminated by us for any reason other than “cause” or by Ms.

Kraysler for “good reason,” then we will have

no claims to the 20,000 and 200,000 shares of common stock underlying the stock option grant (and all unvested options under such grant

shall immediately and fully vest) issued to Ms.

Kraysler in February 2022 and January 2023, respectively.

The following table sets forth quantitative information

with respect to potential payments to be made to Ms.

Kraysler upon termination in various circumstances.

The potential payments are based

on the terms of each of the employment agreements discussed above.

For a more detailed description of Ms.

Kraysler’s employment

agreement, see the “Employment Agreements” section above.

Potential Payment

Upon Termination

Option Awards (#)

Coreen Kraysler

Represents the number of unvested options at April 30, 2023.

Kraysler’s options vest equally over a 48-month period.

At April 30, 2023, there were 33 months remaining in her vesting schedule for the options granted in February 2022 and 44 months remaining in her vesting schedule for the options granted in January 2023.

The potential payment of shares subject to Ms.

Kraysler’s unvested options will reduce every month as her options vest and the value of her unvested options will be based on our market price at such time.

Pay Versus Performance

As required by Section 953(a)

of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we are providing the following

information about the relationship between executive compensation and certain financial performance metrics.

The disclosure included in

this section is prescribed by SEC rules and does not necessarily align with how we or the compensation committee view the link between

financial performance and the compensation actually received or realized by our named executive officers.

All information provided above

under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company

under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any

general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

The table below presents

information on the compensation of CEO and other named executive officers in comparison to certain performance metrics for 2023 and 2022.

Martin Kay has been our CEO since January 3, 2023 and Cecilia Lenk was CEO for all of 2022 and through January 3, 2023.

These metrics

are not those that the compensation committee uses when setting executive compensation.

The use of the term Compensation Actually

Paid (CAP) is required by the rules and regulations of the SEC, and under such rules, CAP was calculated by adjusting the Summary

Compensation Table, or SCT.

Total values for the applicable year as described in the footnotes to the table.

Summary Compensation Table Total for First PEO (Cecilia Lenk) (1)

Summary Compensation Table Total for Second PEO (Martin Kay) (1)

Compensation Actually Paid to First PEO (1)

Compensation Actually Paid to Second PEO (1)

Average Summary Compensation Table Total for Non-PEO Name Executive Officers (1)(2)

Average Compensation Actually Paid to Non-PEO Name Executive Officers (3)

Value of Initial Fixed $100 Investment Based on Total Shareholder Return

The Principal Executive Officer (“PEO”) information reflected in columns (a) and (b) relates to our CEO, Cecilia Lenk (until January 3, 2023), or First PEO, and Martin Kay (from January 3.

2023 until April 30, 2023), or Second PEO.

The non-Principal Executive Officer (“non-PEO”) NEOs information reflected in columns (c) and (d) above relates to our CFO Coreen Kraysler and founder of our Netcapital Funding Portal Subsidiary, Jason Frishman.

The amounts shown in this column are the average total compensation reported for the non-PEO NEOs, as applicable, for each corresponding year in the “Total” column of the Summary Compensation.

Please refer to “Executive Compensation—Compensation Tables—Summary Compensation Table.”

The amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s PEO and non-PEO NEOs.

In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to Ms.

Lenk’s and Mr.

Kay’s total compensation, as applicable, or the average total compensation of the non-PEO NEOs, as applicable, as described in the tables below.

First PEO (Cecilia Lenk) SCT Total to CAP Reconciliation

Summary Compensation Total

Less Stock Awards

Less Option Awards

Fair Value Adjustments to SCT Total

Second PEO (Martin Kay) SCT Total to CAP Reconciliation

Summary Compensation Total

Less Stock Awards

Less Option Awards

Fair Value Adjustments to SCT Total

Average Non-PEO NEOs SCT Total to CAP Reconciliation

Summary Compensation Total

Less Stock Awards

Less Option Awards

Fair Value Adjustments to SCT Total

First PEO (Cecilia Lenk) Equity Component of

Value of Current Year Equity Awards at December 31,

in Fair Value of Prior Years’ Awards Unvested at December 31,

in Fair Value of Prior Years’ Awards Vested through the Year Ended December 31,

in Fair Value of Prior Years’ Awards Failed to Vest through the Year Ended

Value Included in CAP

= (a)+(b)+(c)+(d)

Second PEO (Martin Kay) Equity Component of

(a)+(b)+(c)+(d)

Average Non-PEO NEOs Equity Component of CAP

Value of Current Year Equity Awards at December 31,

in Fair Value of Prior Years’ Awards Unvested at December 31,

in Fair Value of Prior Years’ Awards Vested through the Year Ended December 31,

in Fair Value of Prior Years’ Awards Failed to Vest through the Year Ended

Value Included in CAP

= (a)+(b)+(c)+(d)

Compensation Plans

2021 Equity Incentive Plan and 2023 Omnibus

Equity Incentive Plan

The following table shows information regarding our

equity compensation plans as of April 30, 2023.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (c)

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders (2)

(1) 2023 Omnibus Equity

Incentive Plan .

On January 3, 2023, the Board of Directors of the Company approved and adopted the Netcapital Inc., 2023 Omnibus Equity

Incentive Plan (the “2023 Plan”), subject to the approval of the 2023 Plan by the Company’s stockholders.

number of Shares of Common Stock authorized for issuance under the 2023 Plan is (i) 2,000,000 Shares of Common Stock plus (ii) an annual

increase on the first day of each calendar year beginning with May 1, 2024 and ending with the last May 1 during the initial ten-year

term of the 2023 Plan, equal to the lesser of (A) five percent (5%) of the Shares of Common Stock outstanding (on an as-converted basis,

which shall include Shares issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable

for Shares of Common Stock, including without limitation, preferred stock, warrants and employee options to purchase any Shares of Common

Stock) on the final day of the immediately preceding calendar year and (B) such lesser number of Shares of Common Stock as determined

by the Board;

provided, that, Shares of Common Stock issued under the 2023 Plan with respect to an Exempt Award shall not count against

such share limit.

No more than 2,000,000 Shares, and as increased on an annual basis, on the first day of each calendar year beginning

with May 1, 2024 and ending with the last May 1 during the initial ten-year term of the Plan, by the lesser of (A) five percent (5%)

of the shares of Common Stock outstanding (on an as-converted basis, which shall include Shares of Common Stock issuable upon the exercise

or conversion of all outstanding securities or rights convertible into or exercisable for shares of Common Stock, including without limitation,

preferred stock, warrants and employee options to purchase any shares of Common Stock) on the final day of the immediately preceding calendar

(B) 300,000 shares of Common Stock, and (C) such lesser number of shares of Common Stock as determined by the Board, shall

be issued pursuant to the exercise of ISOs.

As of April 30, 2023, we had awarded an aggregate of 1,950,000 options to purchase shares

of common stock to directors and there remain 50,000 shares for grant under the 2023 Plan.

Administration.

2023 Plan will be administered by the Board or a committee to which the Board delegates such responsibility (the “Administrator”).

The 2023 Plan will be administered by the Administrator in accordance with Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

The Administrator may interpret the 2023 Plan and may prescribe, amend and rescind rules and make all other determinations necessary or

desirable for the administration of the 2023 Plan.

The 2023 Plan permits the Administrator to select the eligible recipients who will

receive awards (“Awards”), to determine the terms and conditions of those awards, including but not limited to the exercise

price or other purchase price of an award, the number of shares of common stock or cash or other property subject to an award, the term

of an award and the vesting schedule applicable to an award, to determine the terms and conditions of written instruments evidencing such

awards (an “Award Agreement”) and to amend the terms and conditions of outstanding awards.

directors and independent contractors of the Company or any of its affiliates of the Company will be eligible to receive Awards under

the 2023 Plan, subject to certain limitations to avoid accelerated taxation and/or tax penalties under Section 409A of the Code.

The participants

in the 2023 Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that qualify

as eligible recipients.

Consideration for Awards.

The purchase price for any Award granted under the 2023 Plan or the Common Stock to be delivered pursuant to any such Award, as applicable,

may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination

of the following methods:

services rendered by the recipient of such Award;

cash, check payable to the order of the Company, or electronic funds transfer;

notice and third party payment in such manner as may be authorized by the Administrator;

the delivery of previously owned and fully vested Shares of Common Stock;

by a reduction in the number of Shares otherwise deliverable pursuant to the Award;

subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of Awards.

The 2023 Plan

permits the grant of:

(a) stock options, which may be intended as incentive stock options (“ISOs”) or as nonqualified stock

options (options not meeting the requirements to qualify as ISOs);

(b) stock appreciation rights (“SARs”);

(d) restricted stock units;

(e) cash incentive awards;

or (f) other awards, including:

(i) stock bonuses, performance stock, performance

units, dividend equivalents, or similar rights to purchase or acquire Shares, whether at a fixed or variable price or ratio related to

the Common Stock, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other

conditions, or any combination thereof;

or (ii) any similar securities with a value derived from the value of or related to the Common

Stock and/or returns thereon.

extent necessary to preserve the economic intent of an Award or of the 2023 Plan, following a “Change in Capitalization”,

such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion.

in Capitalization” means any of the following:

(i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out,

repurchase or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution

(whether in the form of cash, Common Stock or other property), stock split, reverse stock split, share subdivision or consolidation, (iii)

combination or exchange of shares or (iv) other change in corporate structure, which, in any such case, the Administrator determines,

in its sole discretion, affects the Shares such that an adjustment would be appropriate.

Options granted

under the 2023 Plan shall be designated as nonqualified stock options or ISOs.

Each participant (“Participant”) who is granted

an option (“Option”) shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator

shall determine, in its sole discretion, including, among other things, the Exercise Price (as defined in the 2023 Plan) of the Option,

the term of the Option and provisions regarding exercisability of the Option, and whether the Option is intended to be an ISO or a nonqualified

stock option (and in the event the Award Agreement has no such designation, the Option shall be a nonqualified stock option).

The provisions

of each Option need not be the same with respect to each Participant.

More than one Option may be granted to the same Participant and

be outstanding concurrently hereunder.

The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator

in its sole discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%)

of the Fair Market Value of a Share of Common Stock on the date of grant.

The maximum term of each Option shall be fixed by the Administrator,

but no Option shall be exercisable more than ten (10) years after the date such Option is granted.

The Administrator shall have the authority

to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator, in its sole

discretion, deems appropriate.

Each Option shall be exercisable

at such time or times and subject to such terms and conditions, including the attainment of performance goals, as shall be determined

by the Administrator in the applicable Award Agreement.

The Administrator may also

provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions

at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion.

The Administrator shall

have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator,

in its sole discretion, deems appropriate.

Notwithstanding anything

to the contrary in the 2023 Plan, if an ISO is granted to a participant who owns Shares representing more than ten percent (10%) of the

voting power of all classes of Shares of the Company at the time of grant, its “parent corporation” (as such term is defined

in Section 424(e) of the Code) or a subsidiary of the Company, the term of the ISO shall not exceed five (5) years from the time of grant

of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the

date of grant.

A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder

with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, and has paid in

full for such Shares and has satisfied the requirements of the 2023 Plan.

Treatment of an Option upon

termination of employment of a Participant shall be provided for by the Administrator in the Award Agreement.

An Option shall be affected,

both with regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes

from full-time to part-time employment, partial disability or other changes in the employment status or service status of a Participant,

in the discretion of the Administrator.

Stock Appreciation Rights.

The Administrator will be authorized to award SARs under the 2023 Plan.

SARs will be subject to the terms and conditions established

by the Administrator and reflected in the Award Agreement.

A SAR is a contractual right that allows a participant to receive, in the form

of either cash, Shares or any combination of cash and Shares, the appreciation, if any, in the value of a Share over a certain period

An option granted under the 2023 Plan may include SARs, and SARs may also be awarded to a participant independent of the grant

of an option.

SARs granted in connection with an option shall be subject to terms similar to the option corresponding to such SARs.

Restricted Stock and Restricted

Stock Units (RSUs).

The Administrator will be authorized to award restricted stock or RSUs under the 2023 Plan.

Awards of restricted

stock and RSUs will be subject to the terms and conditions established by the Administrator at its sole discretion.

Other Stock-Based Awards.

Other Stock-Based Awards may be issued under the 2023 Plan.

Subject to the provisions of the 2023 Plan, the Administrator shall have

sole and complete authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be

An example of an Other Stock-Based Award is a performance bonus payable as Company Common Stock.

Change in Control.

the event that a change in control occurs, as defined in the 2023 Plan to include, among other things, the acquisition by a person of

more than 50% of the voting power of the Company, the Administrator may, at its sole discretion, modify any unvested and un-exercisable

portion of any Award to make it fully vested and exercisable.

Amendment and Termination.

The Board may amend, alter or terminate the 2023 Plan at any time, but no amendment, alteration or termination shall be made that

would impair the rights of a participant under any Award theretofore granted without such participant’s consent.

The Board shall

obtain approval of the Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements

of any rules of the stock exchange on which the Common Stock is traded or other applicable law.

The foregoing description

of the 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Plan, a copy

of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

(2) 2021 Equity Incentive Plan .

2021, our Board adopted the 2021 Equity Incentive Plan, or the 2021 Plan.

An aggregate of 300,000 shares of our common stock is reserved

for issuance and available for awards under the Plan, including incentive stock options granted under the 2021 Plan.

The 2021 Plan administrator

may grant awards to any employee, director, consultant or other person providing services to us or our affiliates.

As of April 30, 2023,

we had awarded an aggregate of 252,000 options to purchase shares of common stock to directors and there remain 48,000 shares for grant

under the 2021 Plan.

The 2021 Plan is administered by our Board.

Plan administrator has the authority to determine, within the limits of the express provisions of the 2021 Plan, the individuals to whom

awards will be granted, the nature, amount and terms of such awards and the objectives and conditions for earning such awards.

may at any time amend or terminate the 2021 Plan, provided that no such action may be taken that adversely affects any rights or obligations

with respect to any awards previously made under the 2021 Plan without the consent of the recipient.

No awards may be made under the 2021

Plan after the tenth anniversary of its effective date.

Awards under the 2021 Plan may include incentive stock

options, nonqualified stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted stock

units, performance share awards, stock bonuses and other stock-based awards and cash-based incentive awards.

Stock Options .

The 2021 Plan administrator

may grant to a participant options to purchase our common stock that qualify as incentive stock options for purposes of Section 422 of

the Internal Revenue Code (“incentive stock options”), options that do not qualify as incentive stock options (“non-qualified

stock options”) or a combination thereof.

The terms and conditions of stock option grants, including the quantity, price, vesting

periods, and other conditions on exercise will be determined by the 2021 Plan administrator.

The exercise price for stock options will

be determined by the 2021 Plan administrator in its discretion, but non-qualified stock options and incentive stock options may not be

less than 100% of the fair market value of one share of our company’s common stock on the date when the stock option is granted.

Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes

of our stock on the date of grant, the exercise price may not be less than 110% of the fair market value of one share of common stock

on the date the stock option is granted.

Stock options must be exercised within a period fixed by the 2021 Plan administrator that may

not exceed ten years from the date of grant, except that in the case of incentive stock options granted to a holder of more than 10% of

the total combined voting power of all classes of our stock on the date of grant, the exercise period may not exceed five years.

2021 Plan administrator’s discretion, payment for shares of common stock on the exercise of stock options may be made in cash, shares

of our common stock held by the participant or in any other form of consideration acceptable to the 2021 Plan administrator (including

one or more forms of “cashless” or “net” exercise).

Stock Appreciation Rights .

The 2021 Plan administrator

may grant to a participant an award of SARs, which entitles the participant to receive, upon its exercise, a payment equal to (i) the

excess of the fair market value of a share of common stock on the exercise date over the SAR exercise price, times (ii) the number of

shares of common stock with respect to which the SAR is exercised.

The exercise price for a SAR will be determined by the 2021 Plan administrator

in its discretion;

provided, however, that in no event shall the exercise price be less than the fair market value of our common stock

on the date of grant.

Restricted Shares and Restricted Units .

The 2021 Plan administrator may award to a participant shares of common stock subject to specified restrictions (“restricted shares”).

Restricted shares are subject to forfeiture if the participant does not meet certain conditions such as continued employment over a specified

forfeiture period and/or the attainment of specified performance targets over the forfeiture period.

The 2021 Plan administrator also

may award to a participant units representing the right to receive shares of common stock in the future subject to the achievement of

one or more goals relating to the completion of service by the participant and/or the achievement of performance or other objectives (“restricted

The terms and conditions of restricted share and restricted unit awards are determined by the 2021 Plan administrator.

Stock Bonuses .

Stock bonuses may be granted

as additional compensation for service or performance and may be settled in the form of common stock, cash or a combination thereof, and

may be subject to restrictions, which may vest subject to continued service and/or the achievement of performance conditions.

Performance Awards .

The 2021 Plan administrator

may grant performance awards to participants under such terms and conditions as the 2021 Plan administrator deems appropriate.

A performance

award entitles a participant to receive a payment from us, the amount of which is based upon the attainment of predetermined performance

targets over a specified award period.

Performance awards may be paid in cash, shares of common stock or a combination thereof, as determined

by the 2021 Plan administrator.

Other Stock-Based Awards .

The 2021 Plan administrator

may grant equity-based or equity-related awards, referred to as “other stock-based awards,” other than options, SARs, restricted

shares, restricted units, or performance awards.

The terms and conditions of each other stock-based award will be determined by the 2021

Plan administrator.

Payment under any other stock-based awards will be made in common stock or cash, as determined by the 2021 Plan administrator.

Diversity Matrix

Our Nominating

and Corporate Governance Committee is committed to promoting diversity on our Board of Directors.

We have surveyed our current directors

and asked each director to self-identify their race, ethnicity, and gender using one or more of the below categories.

The results of this

survey as of July 26, 2023 are included in the matrix below.

Diversity Matrix (As of July 26, 2023)

Total Number of Directors:

Gender Identity

Did Not Disclose Gender

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .

The following table sets forth information with respect

to the beneficial ownership of shares of our common stock as of July 26, 2023 by:

each person whom we know beneficially owns more than 5% of any class of equity security;

each of our directors individually;

each of our named executive officers individually;

all of our current directors and executive officers as a group.

We have determined beneficial ownership in accordance

with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting

or investment power with respect to such securities.

In addition, pursuant to such rules, we deemed outstanding shares of common stock

subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of July 26, 2023.

not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Except as indicated

by the footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have

sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community

property laws.

The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial

ownership of those shares.

Name and Address

Amount of Shares and Nature

of Beneficial Owner (1)

of Beneficial Ownership of Common Stock

Percent of Common Stock*

Netcapital Systems LLC (2)

Bard Associates LLC (3)

Martin Kay (4)

Arnold Scott (5)

Coreen Kraysler (6)

Cecilia Lenk (7)

Steven Geary (8)

Officers and Directors as a group (6 persons)

_________________

on 9,415,382 shares outstanding as of July 26, 2023.

otherwise noted, the business address of each member of our Board is c/o Netcapital Inc.

1 Lincoln Street, Boston Massachusetts 02111.

natural person with investment control over the securities held by Netcapital Systems LLC is Jason Frishman.

Netcapital Systems LLC

has agreed to vote its shares of common stock to support the resolutions of the Board of Netcapital Inc.

on any matters that are

brought to a shareholder vote.

solely on a Schedule 13D/A filed with the SEC on May 26, 2023, Bard Associates Inc.

is an investment manager and beneficially owns

1,494,835 shares of our common stock (including 233,525 shares of common stock under presently exercisable warrants), including sole

voting power over 73,000 shares, sole dispositive power over 73,000 shares, shared dispositive power over 1,421,835 shares;

Johnson has sole dispositive power over 101,000 shares.

The address for Bard Associates Inc.

and Timothy Johnson is 135 South LaSalle

Street, Suite 3700, Chicago, IL 60603.

Includes 187,500 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after July 26, 2023.

Includes 2,500 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after July 26, 2023.

Includes 45,833 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after July 26, 2023.

Includes 6,667 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after July 26, 2023.

Includes 4,583 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after July 26, 2023.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Policies and Procedures for Transactions with Related

Our Chief Executive Officer or our Chief Financial

Officer must review and approve certain transactions between us and Related Parties (as defined below).

A “Related-Party Transaction”

is defined as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which

we (including any of our subsidiaries) were, are or will be a participant.

For the purposes of our Related-Party Transactions,

a “Related Party” is defined as:

any person who is, or at any time since the beginning of our last two fiscal years was, a

director or executive officer or a nominee to become a director;

any person who is known to be the beneficial owner of more than ten percent

of our common stock;

any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent,

spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and any person (other than

a tenant or employee) sharing the household of any of the foregoing persons;

and any firm, corporation or other entity in which any of

the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has

a beneficial ownership interest of 10% or more.

Transactions with Related Parties

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 (and approximately 18.2% of the Company’s outstanding stock as of July 26, 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.

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.

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.

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.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fruci & Associates II, PLLC is the Company’s

independent registered public accounting firm.

The following table presents fees for professional

audit services rendered by our independent registered public accounting firm during the past two fiscal years.

Audit related fees

All other fees

Policy on Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of Independent Auditors

Consistent with SEC policies regarding auditor independence,

our board of directors has responsibility for appointing, setting compensation and overseeing the work of the independent auditor.

recognition of this responsibility, the board of directors has established a policy to pre-approve all audit and permissible non-audit

services provided by the independent auditor.

Prior to engagement of the independent auditor for

the next year's audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories

of services to the board of directors for approval.

Audit services

include audit work performed in the preparation of financial statements, as well as work that generally only the independent auditor can

reasonably be expected to provide, including comfort letters and reviews of our financial statements included in our Quarterly Reports

on Form 10-Q.

Audit-Related services

are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to

mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

include all services performed by the independent auditor's tax personnel except those services specifically related to the audit of the

financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

Other services

are those associated with services not captured in the other categories.

We generally do not request such services from the independent

information required by this item regarding executive compensation will be included in our 2024 Proxy Statement and is incorporated herein

by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

information required by this item regarding security ownership of certain beneficial owners and management will be included in our 2024

Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS, RELATED PERSON TRANSACTIONS AND DIRECTOR INDEPENDENCE.

information required by this item regarding certain relationships and related transactions and director independence will be included

in our 2024 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

information required by this item regarding principal accounting fees and services will be included in our 2024 Proxy Statement and is

incorporated herein by reference.

FINANCIAL STATEMENTS AND EXHIBITS.

Underwriting Agreement between the registrant and ThinkEquity LLCincorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated July 12, 2022.

Agreement dated July 19, 2023 between the Registrant and ThinkEquity LLC, incorporated by reference to our Current Report on Form

8-K dated July 19, 2023.

Underwriting Agreement incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated July 12, 2022.

Underwriting Agreement dated July 19, 2023 between the Registrant and ThinkEquity LLC, incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated July 19, 2023.

Asset Purchase Agreement dated November 23, 2010 between ValueSetters, Inc.

10 unchanged sentences

Form of Unsecured Convertible Notes, incorporated by reference to Exhibit 4.3 to our Form S-1 dated February 14, 2022.

of Representative’s Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 15, 2022.

Form of Warrant Agent Agreement incorporated by reference to Exhibit 4.4 to our Form S-1/A dated June 28, 2022

Form of Public Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 15, 2022

Form of Pre-Funded Warrant, incorporated by reference to Exhibit 4.6 to our Form S-1/A dated June 28, 2022

Form of Representative’s Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 15, 2022

Warrant Agent Agreement, dated July 15, 2022 between Netcapital Inc.

and Equity Stock Transfer LLC incorporated by reference to our Current Report on Form 8-K dated July 15, 2022

Form of Public Warrant incorporated by reference to our Current Report on Form 8-K dated July 15, 2022

Form of Unsecured Convertible Notes incorporated by reference to our Current Report on Form 8-K dated July 15, 2022

Form of Representative Warrant (included as Exhibit A to Exhibit 1.1) incorporated by reference to our Current Report on Form 8-K dated December 16, 2022.

of Placement Agent Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 23, 2023.

of Representative Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 19, 2023.

of capital stock

Form of Representative Warrant incorporated by reference to our Current Report on Form 8-K dated December 16, 2022

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 23, 2023

Form of Representative Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 19, 2023

Form of Pre-Funded Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated December 27, 2023.

Form of Series A-1 Common Warrant incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated December 27, 2023.

Form of Series A-2 Common Warrant incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated December 27, 2023.

Form of Placement Agent’s Warrant incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated December 27, 2023.

Form of New Series A-3 Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 24, 2024.

Form of New Series A-4 Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated May 24, 2024.

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated May 24, 2024.

Description of capital stock

2021 Equity Incentive Plan, filed as Exhibit 4.1 to the registrant’s registration statement on Form S-8 on January 27, 2022, and incorporated herein by reference.

11 unchanged sentences

and Netcapital Systems LLC dated January 2, 2023 incorporated by reference to our Current Report on Form 8-K dated January 6, 2023.

of Securities Purchase Agreement between Netcapital Inc.

and certain institutional investors dated May 23, 2023, incorporated by

reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 23, 2023.

of Ethics, incorporated by reference to Exhibit 14.1 to our Form S-1/A dated April 8, 2022

of Independent Registered Public Accounting Firm

Certification

by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Certification

by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Certification

by the Principal Executive Officer pursuant to 18 U.S.C.

Form of Securities Purchase Agreement between Netcapital Inc.

and certain institutional investors dated May 23, 2023, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 23, 2023.

Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 27, 2023.

Stock Purchase Agreement dated April 24, 2024 between Netcapital Inc.

and Steven Geary, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated April 24, 2024

Stock Purchase Agreement dated April 24, 2024 between Netcapital Inc.

and Paul Riss incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated April 24, 2024.

Form of Inducement Letter dated May 24, 2024, incorporated by reference to our Current Report on Form 8-K dated May 24, 2024.

Code of Ethics, incorporated by reference to Exhibit 14.1 to our Form S-1/A dated April 8, 2022

Consent of Independent Registered Public Accounting Firm

Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Certification by the Principal Executive Officer pursuant to 18 U.S.C.

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

by the Principal Financial Officer pursuant to 18 U.S.C.

Certification by the Principal Financial Officer pursuant to 18 U.S.C.

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

XBRL Instance Document

XBRL Taxonomy Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Definition Linkbase

XBRL Taxonomy Label Linkbase

XBRL Taxonomy Presentation Linkbase

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

Indicates a management contract or compensatory plan or arrangement.

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

NETCAPITAL INC .

July 29, 2024

/s/ Martin Kay

Chief Executive Officer and Director

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Martin Kay

Chief Executive Officer and Director

July 26, 2023

(Principal Executive Officer)

/s/ Coreen Kraysler

Chief Financial Officer,

July 26, 2023

Executive Officer and Director

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer and Director

Executive Officer)

Coreen Kraysler

(Principal Accounting and Financial Officer)

July 26, 2023

/s/ Cecilia Lenk

July 26, 2023

/s/ Arnold Scott

July 26, 2023

/s/ Steven Geary

July 26, 2023

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Financial Officer,

Accounting and Financial Officer)

ENDED APRIL 30, 2024 AND 2023

TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of Netcapital Inc.

3 unchanged sentences

and Subsidiaries (“the Company”) as of April

30, 2023, and 2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the

years in the two-year period ended April 30, 2023, and the related notes (collectively referred to as the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2023,

and 2022, and the results of its operations and its cash flows for the years in the two-year period ended April 30, 2023, in conformity

with accounting principles generally accepted in the United States of America.

30, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each

of the years in the two-year period ended April 30, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April

30, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2024,

in conformity with accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

13 to the financial statements, the Company has an negative working capital, net operating losses, and negative cash flows from operations.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 13.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

42 unchanged sentences

principal audit procedures to evaluate management’s valuation of investments consisted of the following, among others:

and test management assumptions and analysis, including review of third-party market data,

public flings, and funding activities of investee entities.

investee shares held by the Company, relative ownership percentages, and active reported

share prices.

and test management assumptions and analysis, including review of third-party market data, public filings, and funding activities of

investee entities.

investee shares held by the Company, relative ownership percentages, active reported share prices, and the occurrence of additional capital

raises involving sales of investee shares.

a recalculation of significant inputs used in the valuation for reasonableness.

management’s key indicators of the investee operations, including analysis of operational

growth, public filings, and future strategic and funding plans.

Fruci & Associates , PLLC – PCAOB ID # 5525

We have served as the Company’s auditor since 2017.

Spokane, Washington

July 26, 2023

NETCAPITAL INC.

YEARS ENDED APRIL 30, 2023 AND 2022

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

NETCAPITAL INC.

Consolidated Balance Sheets

& Associates II, PLLC – PCAOB ID # 05525

have served as the Company’s auditor since 2017.

BALANCE SHEETS

April 30, 2024

1 unchanged sentence

Cash and cash equivalents

Related party receivable

Accounts receivable net

Note receivable

Interest receivable

Prepaid expenses

Total current assets

Note receivable – related parties

Purchased technology

Notes receivable - related parties

Purchased technology, net

Investment in affiliate

Equity securities at fair value

Equity securities

Liabilities and Stockholders’ Equity

6 unchanged sentences

Interest payable

Income taxes payable

Current taxes payable

Deferred tax liability, net

3 unchanged sentences

Loan payable - bank

Convertible notes payable

Total current liabilities

6 unchanged sentences

900,000,000 shares authorized, 22,880,680 and 6,440,527 shares issued and outstanding

Capital in excess of par value

Shares to be issued

Capital in excess of par value

Retained earnings

1 unchanged sentence

Total liabilities and stockholders’ equity

See Accompanying Notes to the Financial Statements

NETCAPITAL INC.

Consolidated Statements of Operations

Accompanying Notes to the Consolidated Financial Statements

STATEMENTS OF OPERATIONS

April 30, 2024

10 unchanged sentences

Interest expense

Debt forgiveness

Gain on debt conversion

Amortization of intangible assets

Impairment expense

( 1,048,430 )

Unrealized gain (loss) on equity securities

( 2,696,135 )

Realized loss on sale of investment

Unrealized gain on equity securities

Total other income

Net income before taxes

Income tax expense

Basic earnings per share

Diluted earnings per share

Weighted average number of common shares outstanding:

See Accompanying Notes to the Financial Statements

NETCAPITAL INC.

Consolidated Statements of Stockholders’ Equity

For the Years Ended April 30, 2023 and 2022

Balance, April 30, 2021

Total other income (expense)

( 3,883,217 )

Stock-based compensation

Sale of common stock

Shares issued to acquire funding portal

Net income, July 31, 2021

Balance, July 31, 2021

Stock-based compensation

Net loss, October 31, 2021

Balance, October 31, 2021

Stock-based compensation

Purchase of equity interest

Purchase of MSG Development Corp.

Sale of common stock

Net income, January 31, 2022

Balance, January 31, 2022

Stock-based compensation

Purchase of equity interest

Net income, April 30, 2022

Net income (loss) before taxes

( 7,325,605 )

Income tax expense (benefit)

( 2,339,288 )

Net income (loss)

$ ( 4,986,317 )

Basic earnings (loss) per share

Diluted earnings (loss) per share

Weighted average number of common shares outstanding:

Accompanying Notes to the Consolidated Financial Statements

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

the Years Ended April 30, 2024 and 2023

Balance, April 30, 2022

2 unchanged sentences

Vesting of stock options

Net income July 31, 2022

Net income for July 31, 2022 quarter

Balance, July 31, 2022

2 unchanged sentences

Vesting of stock options

Net income Oct.

Net income for Oct.

31, 2022 quarter

Balance October 31, 2022

4 unchanged sentences

Vesting of stock options

Net income January 31, 2023

Net income for Jan.

31, 2023 quarter

Balance January 31, 2023

2 unchanged sentences

Stock-based compensation

Net income April 30, 2023

Net income Q4

Balance April 30, 2023

See Accompanying Notes to the Financial Statements

NETCAPITAL INC.

Consolidated Statements of Cash Flows

Vesting of stock options

Stock-based compensation

Sale of common stock

Purchase of equity interest

Stock-based settlement

Net loss July 31, 2023 quarter

Balance July 31, 2023

Vesting of stock options

Reduction in shares to be issued

Purchase of equity interest

Net income October 31, 2023 quarter

Balance October 31, 2023

Vesting of stock options

Sale of common stock

Warrant exercise

Net loss January 31, 2024 quarter

( 2,227,542 )

Balance January 31, 2024

Vesting of stock options

Stock-based settlement

Warrant exercise

Net loss April 30, 2024 quarter

( 2,606,736 )

income (loss)

( 2,606,736 )

Accompanying Notes to the Condensed Consolidated Financial Statements

STATEMENTS OF CASH FLOWS

April 30, 2024

1 unchanged sentence

OPERATING ACTIVITIES

Net income (loss)

$ ( 4,986,317 )

Adjustment to reconcile net income (loss) to net cash used in operating activities:

Stock-based compensation

Non-cash revenue from the receipt of equity

Receipt of equity in lieu of cash

( 3,427,699 )

( 8,110,000 )

Allowance for credit losses

Debt forgiveness

Unrealized (gain) loss on equity securities

( 1,857,500 )

Amortization of intangible assets

Realized loss on investment

Gain on debt conversion

Unrealized gain on equity securities

( 1,857,500 )

( 3,275,745 )

Provision for bad debts

Realized loss on investment

Changes in deferred taxes

( 1,657,000 )

Amortization of intangible assets

Impairment of assets

Changes in non-cash working capital balances:

Accounts receivable

( 1,153,598 )

Related party receivable

Prepaid expenses

Interest receivable

Related party receivable

Accounts payable and accrued expenses

Deferred revenue

Accounts payable - related party

Income taxes payable

Deferred revenue

Accrued interest payable

Accounts payable – related party

Net cash used in operating activities

2 unchanged sentences

INVESTING ACTIVITIES

Note receivable

Proceeds from sale of investment

Loans to affiliate

Investment in affiliate

Net cash provided by (used in) investing activities

FINANCING ACTIVITIES

Payment to secured lender

( 1,050,000 )

Proceeds from exercise of warrants

Payment of related party note

Proceeds from sale of common stock

Proceeds from (payments to) secured lender

( 1,050,000 )

Proceeds from stock subscriptions

Proceeds from convertible notes

Cash flow provided by financing activities

Net increase (decrease) in cash

( 2,000,034 )

Net cash provided by financing activities

Net increase in cash

Cash and cash equivalents, beginning of the period

3 unchanged sentences

Cash paid for interest

Supplemental Non-Cash Investing and Financing Information:

Common stock issued as prepaid compensation

Common stock issued to pay related party payable

Supplemental Non-Cash Financing Information:

Common stock issued to pay promissory notes

Common stock issued to purchase intellectual property

Common stock issued to purchase 10% interest in Caesar Media Group Inc.

Common stock for the purchase of MSG Development Corp.

See Accompanying Notes to the Financial Statements

NETCAPITAL INC.

NOTES TO CONSOLIDATED FINANCIAL

AS OF AND FOR THE YEARS ENDED APRIL 30, 2023 AND

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.

Common stock issued to pay related party payable

Common stock issued as prepaid compensation

Common stock issued to purchase intellectual property

Accompanying Notes to the Consolidated Financial Statements

TO CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE YEARS ENDED APRIL 30, 2024 AND 2023

Description of Business and Summary of Accounting Principles

of Business and Concentrations

(“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.

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.

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.

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;

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

For larger contracts, in addition to the initial payment, the Company may allow for progress payments throughout the term of the

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.

of Consolidation

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, MSG Development

Corp, a business valuation company, which was acquired in November 2021, and Netcapital Securities Inc., which was organized in 2024

and has applied to FINRA to operate as a broker dealer.

Company operates in a single operating segment, which is the provision of fintech services.

This determination is based on the following

Decision-Making :

The Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), makes strategic

and resource allocation decisions across all subsidiaries and entities within the Company.

This centralized approach ensures that

the operations are managed as a single, cohesive unit.

Operational Ecosystem :

The Company’s subsidiaries and entities operate within a unified fintech ecosystem, sharing resources,

technology, and objectives.

This integration reflects a singular operational framework focused on delivering cohesive fintech solutions.

Review Process :

The performance of all entities and subsidiaries is reviewed as a whole by the CODM.

This holistic review process

supports the identification of the Company as a single operating segment rather than discrete financial segments.

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.

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

The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense.

Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure.

Recognition under ASC 606

Company recognizes service revenue from its consulting contracts, funding portal and game website using the five-step model as prescribed

Identification

of the contract, or contracts, with a customer;

Identification

of the performance obligations in the contract;

Determination

of the transaction price;

of the transaction price to the performance obligations in the contract;

of revenue when or as the Company satisfies a performance obligation.

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.

Beginning in fiscal year 2024, the funding portal

also receives a fee of 1% of the equity sold by an issuer that utilized the funding portal’s services.

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

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.

and Estimates

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.

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.

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.

reserves are recorded as operating expenses against the contract asset (accounts receivable).

a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable.

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

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.

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

revenues represent billings or payments received in advance of revenue recognition and is recognized upon transfer of control.

consist primarily of annual plan subscription services and professional services not yet provided as of the balance sheet date.

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.

to Obtain a Customer Contract

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

The benefit period was estimated by taking into consideration the length of customer contracts, technology lifecycle, and other

sales commissions are recorded as consulting fees within the Company’s consolidated statement of operations.

Performance Obligations

Company’s subscription terms are typically less than one year.

2 unchanged sentences

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.

30, 2024 and 2023, which has not yet been recognized, amounted to $ 466 and $ 661 , 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.

Disaggregation

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

Revenues disaggregated by revenue source consist of

the following:

Schedule of Disaggregation of Revenue

Year Ended April 30, 2023

Year Ended April 30, 2022

our revenues are either generated online or from personal services.

disaggregated by revenue source consist of the following:

of Disaggregation of Revenue

April 30, 2024

April 30, 2023

Consulting services

1 unchanged sentence

Total revenues

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

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 and $ 136,955 as of April

of services consist of direct costs that we pay to third parties to provide the services that generate revenue.

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

and Cash Equivalents

Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Company did not have any cash equivalents during fiscal 2024 and 2023.

The Company uses three financial institutions for its cash balances

and has maintained cash balances that exceed federally insured limits.

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 are reported net of the allowance for doubtful accounts.

allowance for doubtful accounts is based on management’s estimate of the dollar amount of accounts receivable that will not be

This estimate is determined through a detailed review process, which includes several factors:

Loss Experience:

The Company analyzes its historical write-offs to establish a baseline for expected credit losses.

Aging of Receivables:

receivable are categorized based on the age of the outstanding balance.

Older balances generally have a higher likelihood of being

uncollectible.

Customer Creditworthiness:

The Company performs credit evaluations on its customers to assess their financial health and payment history.

Economic Conditions:

and forecasted economic conditions are considered, as they may impact the ability of customers to pay their invoices.

Industry Trends:

and conditions specific to the industry in which the Company operates are evaluated.

on management’s comprehensive review, the Company recorded an allowance for doubtful accounts of $ 353,455 and $ 91,955 as of April

30, 2024 and 2023, respectively.

Notes Receivable

The Company lends money to companies in limited instances,

performs ongoing credit evaluations of its notes receivable and establishes an allowance for potential credit losses when appropriate.

Intangible Assets

Intangible assets with defined useful lives are generally

measured at cost less straight-line amortization.

The useful life is determined using the period of the underlying contract or the period

of time over which the intangible asset can be expected to be used.

Impairments are recognized if the recoverable amount of the asset

is lower than the carrying amount.

The recoverable amount is the higher of either the fair value less costs to sell or the value in use.

The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital.

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.

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

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.

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.

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.

The methodology for determining the allowance for notes receivable includes:

Credit Evaluations:

The Company assesses the creditworthiness of the borrower at the inception of the loan and on an ongoing basis.

Historical Loss Experience:

Historical data on loan defaults is analyzed to estimate potential credit losses.

Loan Performance Monitoring:

Regular monitoring of loan performance, including payment history and current financial condition of the borrower.

Collateral Valuation:

the notes are secured, the Company evaluates the value and condition of the collateral.

Economic Conditions:

impact of current and anticipated economic conditions on the borrower’s ability to repay the loan.

to the allowance are made based on these evaluations.

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.

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 recorded an impairment loss of $ 1,048,430 and $ 0 in fiscal 2024 and 2023.

Stock Subscription Payable

The Company recognizes a stock subscription payable

when the Company receives payment from an investor under a stock subscription agreement, and the investor has yet to fulfill all conditions

necessary for the issuance of stock, such as providing required information to the transfer agent.

A stock subscriptions payable is classified

as a liability until the stock is issued or the subscription is otherwise settled.

This classification reflects the company’s obligation

to issue equity to the subscriber upon fulfillment of the remaining conditions.

The liability is measured at the cash or fair value of other consideration

received, in accordance with the terms of the subscription agreement.

The subscribers do not have the right to cancel their subscription

once payment is made, which reinforces the non-refundable nature of the subscription payment and the commitment to issue stock once all

the conditions of the subscription agreement are met.

Upon receipt of all required information from the subscriber,

the stock subscriptions payable liability will be settled, and equity will be issued.

The issuance of common stock is reflected in the

equity section of the Company’s balance sheet, and the stock subscriptions payable liability is removed.

Stock subscriptions payable

amounted to $ 0 and $ 10,000 as of April 30, 2024 and 2023, respectively.

In fiscal 2024, the Company issued 250 shares of common stock

as payment of the $ 10,000 stock subscription liability.

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.

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

and marketing expenses are recorded separately in the Consolidated Statements of Operations and are expensed as incurred.

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.

The Company has elected the measurement alternative for equity securities without readily determinable fair values.

Under this alternative, 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.

adjustments resulting from observable price changes are recognized in earnings.

The Company monitors these investments for changes in observable prices from orderly transactions and assesses them

for impairment.

If an equity security is deemed to be impaired, an impairment loss is recognized in earnings, measured as the difference

between the investment’s cost and its fair value at the impairment assessment date.

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 .

The new guidance provides better representation about expected credit losses on financial instruments.

This update requires the use of a methodology that reflects expected losses and requires consideration of a broader range of reasonable

and supportive information to inform credit loss estimates.

This ASU is effective for reporting periods beginning after December 15, 2022,

with early adoption permitted.

The company is studying the impact of adopting the ASU in fiscal year 2023, and what effect it could have.

The Company believes the accounting change would not have a material effect on the financial statements.

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.

Accounting Pronouncements

June 2016, the FASB issued ASU No.

2016-13 Financial Instruments-Credit Losses .

The new guidance provides better representation

about expected credit losses on financial instruments.

This update requires the use of a methodology that reflects expected losses and

requires consideration of a broader range of reasonable and supportive information to inform credit loss estimates.

This ASU is effective

for reporting periods beginning after December 15, 2022.

The adoption of this standard did not have a material impact on the Company’s

financial statements.

March 2023, the FASB issued ASU 2023-01, which provides additional guidance on the accounting for leasehold improvements associated with

leases and clarifies certain lessor transactions.

The standard is effective for fiscal years beginning after December 15, 2023.

has evaluated the potential impact of this ASU on its financial statements and related disclosures.

As the Company does not have any

leases, we do not anticipate that the adoption of ASU 2023-01 will have a material impact on our financial position, results of operations,

or cash flows.

June 2022, the FASB issued ASU 2022-03, which clarifies the guidance on the fair value measurement of equity securities that are subject

to contractual sale restrictions.

The standard provides specific guidance on measuring the fair value of these securities and requires

additional disclosures.

This ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

Company has evaluated the impact of ASU 2022-03 and determined that it does not currently hold any equity securities subject to contractual

sale restrictions.

Therefore, the adoption of this standard is not expected to have a material impact on our financial position, results

of operations, or cash flows.

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.

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.

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.

The following table summarizes components debt as

of April 30, 2023 and 2022:

Schedule of Debt

the year ended April 30, 2024, the Company had one customer that constituted 25 % of its revenues, a second customer that constituted

22 % of its revenues, and a third customer that constituted 22 % of its revenues.

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.

3 – Earnings Per Common Share

income per common and diluted share were calculated as follows for the year ended April 30, 2024 and 2023:

of Earnings Per Share

April 30, 2024

April 30, 2023

Net income (loss) attributable to common stockholders – basic

$ ( 4,986,317 )

Adjustments to net income

Net income (loss) attributable to common stockholders – diluted

$ ( 4,986,317 )

Weighted average common shares outstanding - basic

Effect of dilutive securities

Weighted average common shares outstanding – diluted

Earnings (loss) per common share - basic

Earnings (loss) per common share - diluted

shares of common stock that were issuable pursuant to a stock subscription agreement are included in the calculation of diluted earnings

per share for the year ended April 30, 2023.

vested warrants to purchase 38,142,932 and 1,469,982 shares of common stock are not included in the calculation of earnings per share

for the years ended April 30, 2024 and 2023, respectively, because their effect is anti-dilutive.

vested options to purchase 764,219 and 293,625 shares of common stock are not included in the calculation of earnings per share for the

years ended April 30, 2024 and 2023, respectively, because their effect is anti-dilutive.

4 – Principal Financing Arrangements

following table summarizes components debt as of April 30, 2024 and 2023:

April 30, 2024

April 30, 2023

Interest Rate

Secured lender

8.0% – 12.0 %

Notes payable – related parties

Convertible promissory notes

Loan payable – bank

1 unchanged sentence

Total long-term debt

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.

of April 30, 2024 and 2023, the Company owed its principal lender $ 0 and $ 350,000 , respectively, under an amended loan and security agreement

dated July 26, 2014, amended several times thereafter and paid in full in May 2023.

of April 30, 2024 and 2023, the Company’s related-party unsecured notes payable totaled $ 0 and $ 15,000 , respectively.

Company owes $ 34,324 as of April 30, 2024 and 2023 to Chase Bank.

For the loan from Chase Bank, the Company pays interest only on a monthly

basis, which represents a rate of 11.2 % per annum as of April 30, 2024.

June 17, 2020 the Company borrowed $ 500,000 (the “June 2020 Loan”), and on February 2, 2021, the Company borrowed $ 1,885,800

(the “February 2021 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.

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.

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

June 2020 Loan required installment payments of $ 2,437 monthly, beginning on June 17, 2021, over a term of thirty years .

SBA postponed the first installment payment for 18 months, and the first payment became due on December 17, 2022 .

The monthly payments

of $ 2,437 are first applied to accrued interest payable.

The monthly payments will not be applied to any of the outstanding principal

balance until 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 June 2020 Loan was personally guaranteed by the Company’s Chief Financial Officer.

February 2021 Loan bears interest at a rate of 1 % per annum and the due date of the first payment has been postponed by the SBA because

the Company has applied for forgiveness of the February 2021 Loan.

of April 30, 2024, future payments under debt obligations over each of the next five years and thereafter were as follows:

of Future Payments Under Debt Obligations

Twelve months ended April 30:

Minimum future payments of principal

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

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

April 30, 2023

Equity securities at fair value

April 30, 2022

Equity securities at fair value

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).

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

5 – Income Taxes

fiscal 2023, our income tax expense was $ 854,000 , with an effective tax rate of 22 %, Our effective tax rate and the resulting provision

for income taxes were impacted by tax benefits related to a net operating loss carryforward of $ 1.6 million.

fiscal 2024, we recorded an income tax benefit of $ 2,339,288 , resulting in an effective tax benefit rate of 32 %.

Included in the income

tax benefit is an employee retention credit (“ERC”) of $ 508,292 , as provided under the Coronavirus Aid, Relief and Economic

Security Act.

The ERC is a tax incentive available to the Company for retaining employees during the economic challenges posed by the

COVID-19 pandemic.

Company did not have any material unrecognized tax benefits as of April 30, 2024 and 2023.

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, 2024 and 2023.

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, 2021 through 2024.

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, 2024 and 2023 were as follows:

of Income Taxes

Deferred tax assets, net:

Net operating loss carryforwards

Net operating loss carry forwards

Impairment loss on assets

Bad debt allowance

2 unchanged sentences

Deferred tax liability:

Unrealized gain

Total deferred tax liability

Total net deferred tax assets (liabilities)

Unrealized gains

( 3,395,000 )

( 2,117,000 )

For fiscal 2023, our income tax expense was $ 854,000 ,

with an effective tax rate of 22%, Our effective tax rate and the resulting provision for income taxes were impacted by tax benefits related

to a net operating loss carryforward of $1.6 million.

For fiscal 2022, our income tax expense was $ 544,000 ,

with an effective tax rate of 13%.

Our effective tax rate and the resulting provision for income taxes were impacted by tax benefits related

to a net operating loss carryforward of $1.1 million and non-taxable debt forgiveness of $1.9 million.

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

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

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.

Net deferred tax assets (liabilities)

( 1,657,000 )

Valuation allowance

Net deferred tax assets (liabilities)

$ ( 1,657,000 )

valuation allowance increased to $ 133,000 as of April 30, 2024 from $ 0 at April 30, 2023.

6 – Related Party Transactions

Systems LLC, a Delaware limited liability company (“Systems DE”), of which Jason Frishman, Founder, owns a 29 % interest,

owns 1,711,261 shares of common stock, or 7.5 % of the Company’s 22,880,680 outstanding shares as of April 30, 2024.

paid Systems DE $ 175,000 and $ 430,000 in the years ended April 30, 2024 and 2023, respectively, for use of the software that runs the

website www.netcapital.com .

and owes Systems DE $ 20,000 in unpaid invoices as of April 20, 2024.

The Company provided professional

services to Systems DE in the year ended April 30, 2023 and recorded revenue of $ 4,660 .

Lenk, the Chief Executive Officer of Netcapital Advisors Inc., (“Advisors”), our wholly owned subsidiary, is a member of

the board of directors of KingsCrowd Inc.

As of April 30, 2024 and 2023, the Company owned 3,209,685 shares of KingsCrowd Inc., valued

at $ 513,550 and $ 3,209,685 , respectively.

Lenk, the Chief Executive Officer of Advisors is a member of the board of directors of Deuce Drone LLC.

As of April 30, 2024 and 2023,

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.

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,

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.

the Company owns 2,350,000 membership interest units of Deuce Drone LLC., valued at $ 2,350,000 .

The Company has notes receivable aggregating

to $ 152,000 from Deuce Drone LLC as of April 30, 2024 and 2023.

to officers in the year ended April 30, 2024 consisted of stock-based compensation valued at $ 369,545 and cash salary of $ 936,111 .

to officers in the year ended April 30, 2023 consisted of stock-based compensation valued at $ 137,994 and cash salary of $ 598,077 .

to a related party consultant, John Fanning Jr., son of our CFO, in the years ended April 30, 2024 and 2023 consisted of cash wages of

$ 54,880 and $ 60,039 , respectively.

This consultant is also the controlling shareholder of Zelgor Inc.

and $ 33,000 and $ 66,000 of the

Company’s revenues in the years ended April 30, 2024 and 2023, respectively, were from Zelgor Inc.

As of April 30, 2024 and 2023,

the Company owned 1,400,000 shares which are valued at $ 1,400,000 .

of April 30, 2024 and 2023, the Company has invested $ 240,080 in an affiliate, 6A Aviation Alaska Consortium, Inc., in conjunction with

a land lease in an airport in Alaska.

Cecilia Lenk, the Chief Executive Officer of Advisors is also the Chief Executive Officer of 6A

Aviation Alaska Consortium, Inc.

owed Steven Geary, a director, $ 0 and $ 31,680 as of April 30, 2024 and 2023, respectively.

This obligation was paid in full by the issuance

on April 24, 2024 of 239,274 shares of our common stock at a price per share of $ 0.1324 We owed Paul Riss, a director of our Netcapital

Funding Portal Inc., $ 0 and $ 58,524 , as of April 30, 2024 and 2023.

This obligation was paid in full by the issuance on April 24, 2024

of 442,024 shares of our common stock at a price per share of $ 0.1324

the year ended April 30, 2023, we paid $ 12,019 to Paul Riss to retire a note payable of $ 3,200 and expenses payable of $ 8,819 .

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, Martin Kay, 1,000,000 shares;

our Chief Financial Officer, Coreen Kraysler 200,000 shares;

Jason Frishman, 200,000 shares;

and a director of Netcapital Funding Portal, Inc., Paul Riss, 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.

April 25, 2023, the Company also granted an aggregate of 80,000 options, or 20,000 options each to the following board members:

Lenk, Avi Liss, Steven Geary and Arnold Scott, to purchase shares of our common stock at an exercise price of $ 1.40 per share.

vest monthly on a straight-line basis over a 4 -year period and expire in 10 years.

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 $ 2,437 began on December 17, 2022.

7 – Stockholders’ Equity

Company is authorized to issue 900,000,000 shares of its common stock, par value $ 0.001 .

22,880,680 and 6,440,527 shares were outstanding

as of April 30, 2024 and 2023, respectively.

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 for the year

ended April 30, 2023.

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.

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 60,250 warrants

to 20 individual representatives of the underwriter.

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 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.

January 5, 2023, the Company approved the adoption of the Netcapital Inc.

2023 Omnibus Equity Incentive Plan (the “Plan”),

which was subsequently approved by a vote of the shareholders.

In January 2023, 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 and on April 25, 2023 also granted

350,000 stock options under the Plan to employees, consultants, and directors 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.

May 2023, the Company issued 100,000 shares of its common stock, valued at $ 144,000 , in conjunction with a consulting agreement with

May 23, 2023, the Company entered into securities purchase agreements with certain institutional investors, pursuant to which the Company

agreed to issue and sell to such investors, in a registered direct offering (the “May 2023 Offering”), 1,100,000 shares of

the Company’s common stock, par value $ 0.001 per share, 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,

in connection with the May 2023 Offering, on May 23, 2023, the Company entered into a placement agency agreement with ThinkEquity LLC,

pursuant to which, the Company issued warrants to purchase up to 55,000 shares of common stock at an exercise price of $ 1.94 , which were

issued on May 25, 2023.

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.

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

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

86,250 shares of the Company’s common stock at an exercise price of $ 0.875 .

July 31, 2023 and on October 26, 2023, the Company issued 18,750 shares of its common stock in conjunction with the purchase of a 10 %

interest in Caesar Media Group Inc.

October 26, 2023, the Company issued 6,250 shares of its common stock in conjunction with its purchase

of MSG Development Corp.

(“MSG”), a wholly owned subsidiary.

As a result of the issuance to MSG, the equity account for shares

to be issued decreased by $ 61,063 from $ 183,187 to $ 122,124 .

The Company did not receive any proceeds for the issuance of these shares.

December 27, 2023, the Company completed a public offering of (i) 4,800,000 shares of common stock, par value $ 0.001 per share, of the

Company (the “Common Share”);

(ii) 11,200,000 prefunded warrants (the “Prefunded Warrants”) to purchase 11,200,000

shares of Common Stock of the Company (the “Prefunded Warrant Shares”);

(iii) 16,000,000 Series A-1 warrants (the “Series

A-1 Common Warrants”) to purchase 16,000,000 shares of Common Stock of the Company (the “Series A-1 Common Warrant Shares”)

and (iv) 16,000,000 Series A-2 warrants (the “Series A-2 Common Warrants,” together with the Series A-1 Warrants, the “Common

Warrants”) to purchase 16,000,000 shares of Common Stock of the Company (the “Series A-2 Common Warrant Shares,” together

with the Series A-1 Common Warrants Shares, the “Common Warrant Shares”).

The offering price of each Common Share and accompanying

Series A-1 Common Warrant and Series A-2 Common Warrant was $ 0.25 , and the offering price of each Prefunded Warrant and accompanying

Series A-1 Common Warrant and Series A-2 Common Warrant was $ 0.249 .

The Common Shares, Prefunded Warrants, Prefunded Warrant Shares,

Series A-1 Common Warrants, Series A-1 Common Warrant Shares, Series A-2 Common Warrants, Series A-2 Common Warrant Shares are collectively

referred to as the “Securities.”

Common Warrant has an exercise price of $ 0.25 per share.

The Common Warrants became exercisable on February 23, 2024.

The Series A-1

Common Warrants expire on February 23, 2029 .

The Series A-2 Common Warrants expire on August 23, 2025 .

A holder may not exercise any

portion of the Common Warrants to the extent the Purchaser would own more than 4.99% of the outstanding Common Stock immediately after

A holder may increase or decrease this percentage with respect to either the Series A-1 Common Warrants or the Series A-2 Common

Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.

Prefunded Warrants were immediately exercisable and may be exercised at a nominal exercise price of $ 0.001 per share of Common Stock

at any time until all of the Prefunded Warrants are exercised in full.

A holder may not exercise any portion of the Prefunded Warrants

to the extent the Purchaser would own more than 4.99% of the outstanding Common Stock immediately after exercise.

The holder may increase

or decrease this percentage with respect to Prefunded Warrants to a percentage not in excess of 9.99%, except that any such increase

shall require at least 61 days’ prior notice to the Company.

compensation to H.C.

Wainwright & Co., LLC as the exclusive placement agent in connection with the offering of the Securities (the

“Placement Agent”), the Company paid the Placement Agent a cash fee of 7.5 % of the aggregate gross proceeds raised in the

offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the offering and reimbursement of certain expenses and

The Company also issued warrants to designees of the Placement Agent (the “Placement Agent Warrants”) to purchase

up to 1,200,000 shares of Common Stock.

The Placement Agent Warrants have substantially the same terms as the Common Warrants, except

that the Placement Agent Warrants have an exercise price equal to $ 0.3125 per share and expire on December 27, 2028 .

January 19, 2024, the Company issued 1,390,000 shares of common stock upon the exercise of Prefunded Warrants and receipt of the exercise

price of $ 1,390 .

On January 31, 2024, the Company issued 1,582,000 shares of common stock upon the exercise of 1,582,000 Prefunded Warrants

and receipt of the exercise price of $ 1,582 .

February 20, 2024 the Company received a warrant exercise notice of Prefunded Warrants to purchase 1,390,000 Warrant Shares and issued

1,390,000 shares of its common stock upon the receipt of the exercise price of $ 1,390 .

On March 8, 2024 the Company received a warrant

exercise notice of Prefunded Warrants to purchase 1,390,000 Warrant Shares and issued 1,390,000 shares of its common stock upon the receipt

of the exercise price of $ 1,390 .

March 20, 2024 the Company received a warrant exercise notice of Prefunded Warrants to purchase 1,758,000 Warrant Shares and issued 1,758,000

shares of its common stock upon the receipt of the exercise price of $ 1,758 .

On April 2, 2024 the Company received a warrant exercise

notice of Prefunded Warrants to purchase 430,000 Warrant Shares and issued 430,000 shares of its common stock upon the receipt of the

exercise price of $ 430,000 .

April 24,2024, the Company issued 239,274 shares of its common stock at a price per share of $ 0.1324 to pay in full a $ 31,680 obligation

that the Company owed to its director, Steven Geary.

On that date, the Company also issued 442,024 shares of its common stock at a price

per share of $ 0.1324 to pay in full a $ 58,524 obligation that the Company owed to Paul Riss, a director of our subsidiary, Netcapital

Funding Portal Inc.

April 29, 2024, the Company issued 250 shares of its common stock to fulfill a stock subscription payable of $ 10,000 .

following tables summarize information about warrants outstanding as of April 30, 2024 and 2023:

of Warrants Outstanding

Warrants Outstanding

3 unchanged sentences

As of April 30, 2023

Schedule of Warrants activity

$ 1.75 - $ 5.19

of Warrants Outstanding Activity

Exercise Price

1 unchanged sentence

Issued during year ended April 30, 2023

$ 1.75 - $ 5.19

Exercised/canceled during year ended April 30, 2023

Outstanding April 30, 2023

$ 1.75 - $ 5.19

Issued during year ended April 30, 2024

1 unchanged sentence

Exercised/canceled during year ended April 30, 2024

( 7,940,000 )

Warrants outstanding April 30, 2024

1 unchanged sentence

Warrants exercisable, April 30, 2024

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.

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.

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.

$ 0.001 - 5.19

8 – Fair Value

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.

and cash equivalents, accounts receivable, and accounts payable

general, carrying amounts approximate fair value because of the short maturity of these instruments.

Value Hierarchy

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:

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.

2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

or indirectly.

3 inputs are unobservable inputs for the asset or liability.

assets measured at fair value on a recurring basis are summarized below as of April 30, 2024 and 2023:

of Financial Assets Measured at Fair Value on a Recurring Basis

April 30, 2024

Equity securities at fair value

April 30, 2023

Equity securities at fair value

Determination

of Fair Value

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

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

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.

9 – Stock-Based Compensation Plans

addition to cash payments, the Company enters agreements to issue common stock and options to purchase common stock, and records the

applicable non-cash expense in accordance with the authoritative guidance of the Financial Accounting Standards Board.

the years ended April 30, 2024 and 2023, stock-based compensation expense amounted to $ 1,324,917 and $ 269,577 , respectively.

table below presents the components of compensation expense for the issuance of shares of common stock and stock options to employees

and consultants for the years ended April 30, 2024 and 2023.

Schedule of Stock-based Compensation Expense

Stock-based compensation expense

April 30, 2024

April 30, 2023

Chief Executive Officer, Netcapital Inc.

Chief Executive Officer

Chief Financial Officer

Chief Executive Officer, Netcapital Advisors Inc.

Chief Marketing Officer

Related party consultant

Marketing consultant

Chief Executive Officer, Advisors

Marketing consultant

Employee and consultant options

Business consultant

Company secretary and director

Business development manager

Employee and director stock options

The table below presents the number of shares issued

as compensation for the years ended April 30, 2023 and 2022:

April 30, 2023

April 30, 2022

Company secretary and director

Business development manager

Chief Marketing Officer

Business consultants

The following tables summarize information about stock options outstanding

as of April 30, 2023 and 2022:

Schedule of stock options outstanding

Total stock-based compensation expense

following tables summarize information about stock options outstanding as of April 30, 2024 and 2023:

of Stock Options Outstanding

Options Outstanding

4 unchanged sentences

$ 1.40 - $ 10.50

of stock options activity

of Stock Option Activity

Exercise Price

Outstanding April 30, 2022

$ 10.50 - $ 10.50

Issued during year ended April 30, 2023

12 unchanged sentences

$ 1.40 - $ 10.50

Earnings Per Common Share

Earnings per common share data was computed as follows:

Schedule of earnings per share

Weighted average common shares outstanding

Effect of dilutive securities

Weighted average dilutive common shares outstanding

Earnings per common share – basic

Earnings per common share – diluted

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

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 and

271,000 for the years ended April 30, 2023 and 2022, respectively, were not included in the calculation of dilutive securities because

their effect was anti-dilutive.

Vested warrants totaling 1,469,982 and 0 shares, for the years ended April 30, 2023 and 2022, were also

not included in the calculation of dilutive securities because their effect was anti-dilutive.

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.

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.

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.

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.

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

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

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

10 – Deposits and Commitments

utilize an office at 1 Lincoln Street in Boston, Massachusetts.

We currently pay a membership fee of approximately $ 6,400 a month, under

a virtual office agreement that expires in March 2025 and includes a deposit of $ 6,300 .

11 – Intangible Assets

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.

The Netcapital Funding Portal acquired brand of $ 532,118 is subject to amortization over a 15 year period.

users valued at $ 14,271,836 have an indefinite life.

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.

As of April 30, 2024, the Company determined that the intangible assets associated with its acquisition of MSG Development

and a website that focused on booking live video calls with retired professional hockey players was impaired, and the Company recorded

an impairment expense of $ 1,048,430 for the year ended April 30, 2024.

following table sets forth the major categories of the intangible assts as of April 30, 2024 and 2023.

of Intangible Assets

April 30, 2024

April 30, 2023

Acquired users

Acquired brand

Acquired IP and Website

Professional practice

Literary works and contracts

Total intangible assets

accumulated amortization

Net intangible assets

of April 30, 2024, the weighted average remaining useful life for acquired brand is 13 years.

Accumulated amortization amounted to $ 70,949

as of April 30, 2024 resulting in net intangible assets of $ 14,733,005 .

12 – Investments

in fiscal 2024, the Company’s funding portal charges issuers a fee of 1% of the equity securities sold on the funding portal, along

with a fee of 4.9% of the cash proceeds from the sale of these securities.

The value of the 1% equity fee ranged from $117, from an issuer

that raised approximately $11,700, to $44,945 from an issuer that raised approximately $4,494,500.

As of April 30, 2024, the Company

received equity securities from 30 issuers, valued at a total of $97,700, which resulted in non-cash revenue of $97,700 for the year

ended April 30, 2024.

March 2024, the Company received 2,440,000 units of StockText LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.50 per unit based on a sales price of $ 0.50 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,220,000 .

As of April 30, 2024, the Company owned 2,440,000 units which are valued

at $ 1,220,000 .

March 2024, the Company received 2,816,154 units of Fantize LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.39 per unit based on a sales price of $ 0.39 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,110,000 .

As of April 30, 2024, the Company owned 2,816,154 units which are valued

at $ 1,110,000 .

February 2024, the Company received 2,816,154 units of AceHedge LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.39 per unit based on a sales price of $ 0.39 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,110,000 .

As of April 30, 2024, the Company owned 2,816,154 units which are valued

at $ 1,110,000 .

May 2023, the Company received 2,853,659 units of RealWorld LLC as a payment for services rendered in conjunction with a crowdfunding

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, 2024, the Company owned 2,853,659 units which are valued

at $ 1,170,000 .

April 2023, the Company received 2,853,659 units of HeadFarm LLC as a payment for services rendered in conjunction with a crowdfunding

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, 2024 and 2023, the Company owned 2,853,659 units which

are valued at $ 1,170,000 .

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

April 2023, the Company received 2,853,659 units of CupCrew LLC as a payment for services rendered in conjunction with a crowdfunding

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, 2024 and 2023, the Company owned 2,853,659 units which

are valued at $ 1,170,000 .

April 2023, the Company received 2,853,659 units of CountSharp LLC as a payment for services rendered in conjunction with a crowdfunding

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, 2024 and 2023, the Company owned 2,853,659 units which

are valued at $ 1,170,000 .

January 2023, the Company received 2,100,000 units of Dark LLC as a payment for services rendered in conjunction with a crowdfunding

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, 2024 and 2023, the Company owned 2,100,000 units which

are valued at $ 2,100,000 .

August 2022, the Company received 1,911,765 units of NetWire LLC as a payment for services rendered in conjunction with a crowdfunding

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, 2024 and 2023, the Company owned 1,911,765 units which

are valued at $ 1,300,000 .

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, 2024 and 2023, the Company owned 1,764,706 units which are valued

at $ 1,200,000 .

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.

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

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.

the Company entered into a consulting agreement with Vymedic, Inc.

April 2022, the Company received 3,000,000 units of Cust Corp.

as a payment for services rendered in conjunction with a crowdfunding

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, 2024 and 2023, the Company owned 3,000,000 units which

are valued at $ 1,200,000 .

January 2022, the Company received 1,700,000 units of ScanHash LLC as a payment for services rendered in conjunction with a crowdfunding

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, 2024 and 2023, the Company owned 1,700,000 units which

are valued at $ 425,000 .

January 2022, the Company received 2,850,000 units of Hiveskill LLC as payment for services rendered in conjunction with a crowdfunding

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, 2024 and 2023, the Company owned 2,850,000 units which

are valued at $ 712,500 .

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 included 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, which have all been issued as of October 31, 2023.

As of April 30, 2024, there have been no observable price changes in the value of the Caesar’s common stock and the Company has

valued its ownership in Caesar at cost, which amounted to $ 1,999,128 as of April 30, 2024, and $ 1,632,752 as of April 30, 2023.

May 2020, the Company entered a consulting contract with Watch Party LLC (“WP”), which allowed the Company to receive 110,000

membership interest units of WP in return for consulting services.

The Company earned 97,500 membership interest units in the quarter

ended July 31, 2020.

The WP units are valued at $ 2.14 per unit based on a sales price of $ 2.14 per unit on an online funding portal.

As of April 30, 2024 and 2023, the Company owned 110,000 WP units, which are valued at $ 440,000 .

May 2020, the Company entered a consulting contract with ChipBrain LLC (“Chip”), which allowed the Company to receive 710,200

membership interest units of Chip in return for consulting services.

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 $ 2.40 per unit, and as of April

30, 2024 and 2023, the 710,200 units owned by the Company are valued at $ 3,366,348 .

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 consulting services.

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, 2024 and 2023, the Company owned 1,400,000 shares

which are valued at $ 1,400,000 .

January 2, 2020, the Company entered a consulting contract with Deuce Drone LLC (“Drone”), which allowed the Company to receive

2,350,000 membership interest units of Drone in return for consulting services.

The Drone units were originally 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, 2024 and 2023, the units owned by the Company are valued at $ 2,350,000 .

August 2019, the Company entered into a consulting contract with KingsCrowd LLC (“KingsCrowd”), which allowed the Company

to receive 300,000 membership interest units of KingsCrowd in return for consulting services.

The KingsCrowd units were valued at $ 1.80

per unit based on a sales price of $ 1.80 per unit when the units were earned, or $ 540,000 .

In December 2020, KingsCrowd converted from

a limited liability company to a corporation to facilitate raising capital under Regulation A.

KingsCrowd filed a Form 1-A Offering Statement

under the Securities Act of 1933 and 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.

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 common stock to the public for $ 1.00 per share.

On March 1, 2024, KingsCrowd

filed a Form 1-SA that disclosed it had sold shares of common stock at a price of $ 0.16 per share and on March 5, 2024, KingsCrowd filed

a Form C offering shares of its common stock for sale at a price of $ 0.16 per share.

The Company noted this observable price change and

consequently record an unrealized loss on equity securities of $ 2,696,135 for the year ended April 30, 2024.

As of April 30, 2024 and

2023, the Company owned 3,209,685 shares of KingsCrowd valued at $ 513,550 and $ 3,209,685 , respectively.

fiscal 2019, the Company entered a consulting contract with Systems DE, which allowed the Company to receive up to 1,000 membership interest

units of Systems DE in return for consulting services.

The Company earned all 1,000 Systems DE units but sold a portion of the units

in fiscal 2020 at a sales price of $ 91.15 per unit.

As of April 30, 2024 and 2023, the Company owned 528 Systems DE, at a value of $ 48,128 .

July 2020 the Company entered a consulting agreement with Vymedic, Inc.

for a $ 40,000 fee over a 5-month period.

Half the fee was payable in

stock and half was payable in cash.

As of April 30, 2023 and 2022, the Company owned 4,000 units, at a value of $11,032 and $20,000,

respectively.

Based upon recent sales of shares of common stock of Vymedic Inc., the per share value dropped from $5.00 per share to $2.758

per share, and the Company recorded an unrealized loss on equity securities of $8,968 for the year ended April 30, 2023.

This unrealized

loss of $8,968 is netted with the unrealized gains of $204,600 and $1,661,868 in the MW and Chip securities, respectively, and results

in an unrealized gain in equity securities of $1,857,500 in the year ended April 30, 2023.

The following table summarizes the components of equity

securities as of April 30, 2023 and 2022:

Schedule of investments

Half the fee was payable

in stock and half was payable in cash.

As of April 30,

2024 and 2023, the Company owned 4,000 units, at a value of $ 11,032 .

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, 2024 and 2023, the Company owned 5,000 units, at a value

of $ 50,000 .

following table summarizes the components of investments as of April 30, 2024 and 2023:

of Investments

April 30, 2024

April 30, 2023

Netcapital Systems LLC

Watch Party LLC

MustWatch LLC

ChipBrain LLC

5 unchanged sentences

CountSharp LLC

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

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 the fiscal year ended April 30, 2023, which was recorded in the income statement as an

unrealized gain on equity securities.

In fiscal 2022, the Company identified that Kingscrowd

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 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.

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

RealWorld LLC

StockText LLC

30 issuers that paid a 1% equity fee to the funding portal

Owned, at cost

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 changes in estimated fair value.

accordance with ASC 321, the Company uses the measurement alternative for equity securities without readily determinable fair values.

The table below summarizes the annual and cumulative adjustments for these investments.

The Company evaluates these investments for impairment

and adjusts their carrying amounts based on observable price changes in orderly transactions for identical or similar investments of

the same issuer.

Summarizes The Annual And Cumulative Adjustments For Investment

Original Cost

April 30, 2024

April 30, 2023

Acquired users

Acquired brand

Acquired intellectual property and website

Professional practice

Literary works and contracts

Total intangible assets

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 as of April 30, 2023, resulting in net intangible assets of $ 15,875,297 .

Annual Adjustment 2024

Annual Adjustment 2023

Cumulative Adjustment

$ ( 185,952 )

MustWatch LLC

ChipBrain LLC

C-Reveal Therapeutics LLC

Deuce Drone LLC

Hiveskill LLC

Caesar Media Group Inc.

Kingscrowd Inc.

( 2,696,135 )

CountSharp LLC

RealWorld LLC

StockText LLC

30 Issuers as a group

$ ( 2,696,135 )

13 – Going Concern Matters and Realization of Assets

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction

of liabilities in the ordinary course of business.

However, as of April 30, 2024, the Company had negative working capital of $ 2,074,163

and for the year ended April 30 2024, the Company had an operating loss of $ 3,442,388 and net cash used in operating activities amounted

to $ 4,879,838 .

can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or

additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements.

The Company has recently reduced its operating expenses and has turned its focus to its funding portal business, which generates cash

revenues and has seen a growth in revenues on a year-to-year basis.

The Company seeks to operate with lower fixed overhead amounts and

plans to raise money from private placements, public offerings and/or bank financing.

The Company’s management has determined,

based on its recent history and the negative cash flow from operations, that it is unlikely that its plan will sufficiently alleviate

or mitigate, to a sufficient level, the relevant conditions or events noted above.

To the extent that funds generated from any private

placements, public offerings and/or bank financing, if available, are insufficient, the Company will have to raise additional working

No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

Accordingly, the Company’s management

has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after

the issuance date of these financial statements.

There can be no assurance that the Company will be able to achieve its business plan

objectives or be able to achieve or maintain cash-flow-positive operating results.

If the Company is unable to generate adequate funds

from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its

business network, respond to competitive pressures or fund its operations.

As a result, the Company may be required to significantly

reduce, reorganize, discontinue or shut down its operations.

The financial statements do not include any adjustments that might result

from this uncertainty.

14 – 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.

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.

Company evaluated subsequent events through the date these financial statements were available to be issued.

May 24, 2024, the Company’ board of directors (the “Board”) approved an amendment to its articles of incorporation,

as amended, to effect a reverse split of the issued shares of our common stock at a ratio that is not less than 1-for-2 and not greater

than 1-for-100, without reducing the authorized number of shares of its common stock, with the exact ratio to be selected by the Board

in its discretion, and to be effected, if at all, in the sole discretion of the Board, which amendment to our articles of incorporation

and reverse split are subject to approval by the Company’s shareholders The Company’s shareholders approved the reverse split proposal at

a special meeting of shareholders on July 25, 2024.

The primary purpose of this proposal was to regain compliance with Nasdaq Listing

Rules related to minimum bid price for the Company’s common stock.

On July 25, 2024, our Board approved a reverse split ratio of

1-for-70 for the reverse split of the issued shares of our common stock.

May 24, 2024, the Company entered inducement offer letter agreements (the “Inducement Letters”) with certain investors (the

“Participating Holders”) that held certain outstanding Series A-2 warrants to purchase up to an aggregate of 14,320,000 shares

of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), originally issued to the Participating

Investors on December 27, 2023 (the “Existing Warrants”).

The Series A-2 Warrants had an exercise price of $ 0.25 per share.

to the Inducement Letters, the Participating Investors agreed to exercise for cash the Existing Warrants at a reduced exercise price

of $ 0.155 per share in partial consideration for the Company’s agreement to issue in a private placement (x) new Series A-3 Common

Stock purchase warrants (the “New Series A-3 Warrants”) to purchase up to 14,320,000 shares of Common Stock (the “New

Series A-3 Warrant Shares”) and (y) new Series A-4 Common Stock Purchase Warrants (the “New Series A-4 Warrants” and,

together with the New Series A-3Warrants, the “New Warrants”) to purchase up to 14,320,000 shares of Common Stock (the “New

Series A-4 Warrant Shares” and, together with the New Series A-3 Warrant Shares, the “New Warrant Shares”).

Warrants are exercisable beginning on the effective dates of stockholder approval of the issuance of the New Warrants and the New Warrant

Shares (the “Initial Exercise Date”) with such warrants expiring on (i) the five year anniversary of the Initial Exercise

Date for the Series A-3 Warrants and (ii) the eighteen month anniversary of the Initial Exercise Date for the Series A-4 Warrants.

closing of the transactions contemplated pursuant to the Inducement Letters occurred on May 29, 2024.

The Company received aggregate

gross proceeds of $ 2,219,600 from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees and other

expenses payable by the Company.

The Company intends to use the net proceeds for general corporate purposes.

Company engaged H.C.

Wainwright & Co., LLC (“H.C.

Wainwright”) to act as its exclusive agent in connection with the transactions

summarized above and paid H.C.

Wainwright a cash fee equal to 7.5 % of the aggregate gross proceeds from the exercise of the Existing

Warrants at the reduced exercise price.

In addition, the Company (i) reimbursed H.C.

Wainwright for $ 50,000 of the fees and expenses

Wainwright’s legal counsel and other of its out-of-pocket expenses, and (ii) reimbursed H.C.

Wainwright for its non-accountable

expenses in the amount of $ 25,000 .

The Company also issued to H.C.

Wainwright or its designees placement agent warrants (the “Placement

Agent Warrants”) to purchase up to 2,148,000 shares of Common Stock.

The Placement Agent Warrants have the same terms as the New

Warrants, except that the Placement Agent Warrants have an exercise price equal to $ 0.19375 per share and expire on May 29, 2024 .

addition to the 14,320,000 shares issued in conjunction with the Inducement Letters, in May 2024 the Company also issued 3,260,000 shares

of Common Stock and received cash proceeds of $ 3,260 , for the exercise of two prefunded warrants.

On June 11, 2024, the Company issued

80,000 shares of its Common Stock and received cash proceeds of $ 12,400 , in conjunction with the exercise of a Series A-2 warrant.

July 2024, we announced the launch of our beta version of a secondary trading platform through the Templum ATS to a closed group of users.

This secondary trading platform has been designed to provide investors who purchase stock through the Netcapital funding portal with

the potential for secondary trading through access to the Templum ATS.

were no other material subsequent events that required recognition or additional disclosure in these financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures