Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined statement of operations for the six months ended October 31, 2020, and the unaudited pro forma condensed combined statement of operations for the year ended April 30, 2020, combine the financial statements of Netcapital Inc. and Netcapital Funding Portal Inc. giving effect to the transactions described above, as if they had occurred on May 1, 2019 in respect of the unaudited pro forma condensed combined statement of operations for the six months ended October 31, 2020, and for the year ended April 30, 2020.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial information and:

● Netcapital Inc.’s condensed consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on August 13, 2020;

● Netcapital Inc.’s consolidated financial statements contained in its Annual Report on Form 10-K for the years ended April 30, 2020 and 2019, filed with the SEC on April 2, 2020;

● Portal’s financial statements for the years ended December 31, 2019 and 2018, which are filed as Exhibit 99.1 and incorporated herein by reference;

● Portal’s financial statements for the six months ended June 30, 2020 and 2019, which are filed as Exhibit 99.2 and incorporated herein by reference;

● the other information contained in or incorporated by reference into this Current Report on Form 8-K.

The consolidated financial statements of the Company and the financial statements of Portal were prepared in accordance with U.S. GAAP.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805 - Business Combinations (“ASC 805”), which requires that one company is designated as the acquirer for accounting purposes. It has been determined that Netcapital Inc. is the accounting acquirer of Portal.

The unaudited pro forma adjustments give effect to events that are directly attributable to the transaction and are based on available data and certain assumptions that management believes are factually supportable. In addition, with respect to the unaudited pro forma condensed combined statements of operations, the unaudited pro forma adjustments are expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and to aid you in your analysis of the financial aspects of the transactions described above. The unaudited pro forma condensed combined financial information described above has been derived from the historical financial statements of Netcapital and Portal and the related notes, as described above. The unaudited pro forma condensed combined financial information has been conformed to Netcapital’s accounting policies. Further review may identify additional differences between the accounting policies of Netcapital and Portal. The unaudited pro forma adjustments and the unaudited pro forma condensed combined financial information do not reflect the impact of synergies or post-transaction management actions and are not necessarily indicative of the financial position or results of operations that may have actually occurred had the transactions taken place on the dates noted.

Netcapital Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

October 31, 2020

(Unaudited)				Netcapital		Pro						Pro
				Funding		Forma						Forma
	Netcapital Inc			Portal Inc.		Adjustments			Notes			Consolidated
Assets
Cash and cash equivalents	$	455,994		$	358,634							$	814,628
Accounts receivable net		40,671			—								40,671
Prepaid expenses		374,230			6,070								380,300
Total current assets		870,895			364,704								1,235,599
Other assets		6,300			295,000	$	14,803,954			(1	)		15,105,254
Deferred  tax assets		157,602			—								157,602
Investments		3,721,514			—								3,721,514
Total assets	$	4,756,311		$	659,704	$	14,803,954					$	20,219,969
Current liabilities
Accounts payable
Trade	$	278,752		$	29,023							$	307,775
Related party		51,170			—								51,170
Accrued expenses		180,350			—								180,350
Deferred revenue		5,507			—								5,507
Related party debt		15,000			—								15,000
Secured note payable to related party		1,000,000			—								1,000,000
Current portion of SBA notes		1,264,519			—								1,264,519
Interest payable - related party		37,536			—								37,536
Loan payable – bank		34,324			—								34,324
Demand notes payable		7,860			—								7,860
Total current liabilities		2,875,018			29,023		—						2,904,041
Long-term debt
SBA loans Long term		1,121,281			—								1,121,281
Total Liabilities		3,996,299			29,023		—						4,025,322
Stockholders' equity:
Common stock, $.001 par value		419			10		2,054						2,483
Capital in excess of par value		3,160,982			27,990		15,404,581						18,593,553
Retained earnings (deficit)		(2,401,389	)		602,681		(602,681	)					(2,401,389	)
Total stockholders' equity		760,012			630,681		14,803,954						16,194,647
Total liabilities and stockholders' equity	$	4,756,311		$	659,704	$	14,803,954					$	20,219,969

Netcapital Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

Six Months Ended October 31, 2020

(Unaudited)

				Netcapital		Pro		Pro
				Funding		Forma		Forma
	Netcapital Inc			Portal Inc.		Adjustments		Consolidated
Revenues	$	2,493,486		$	372,577	$		$	2,866,063
Costs of services		714,224			8,128				722,352
Gross profit		1,779,262			364,449				2,143,711
Stock based compensation		259,909			—				259,909
Consulting expense		5,085			—				5,085
Marketing		8,782			—				8,782
Rent		26,798			18,600				45,398
Wages		1,296,333			119,461				1,415,794
General and Administrative		75,500			5,017				80,517
Total costs and expenses		1,672,407			143,078		—		1,815,485
Operating income		106,855			221,371		—		328,226
Other income (expense):
Interest expense		(23,564	)		—		—		(23,564	)
Total other income (expense)		(23,564	)		—		—		(23,564	)
Net income before tax		83,291			221,371				304,662
tax provision (benefit)		22,398			—				22,398
Net income (loss)	$	60,893		$	221,371	$	—	$	282,264

Included in the supplemental pro forma information above is revenue earned by the Company of $18,646 from Netcapital Systems LLC, the former parent company of Netcapital Funding Portal Inc.

Netcapital Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

Year Ended April 30, 2020

(Unaudited)

				Netcapital		Pro			Pro
				Funding		Forma			Forma
	Netcapital Inc			Portal Inc.		Adjustments		Notes	Consolidated
Revenues	$	1,753,558		$	273,075	$			$	2,026,633
Costs of services		11,105			8,841					19,946
Gross profit		1,742,453			264,234					2,006,687
Stock based compensation		356,252			—					356,252
Consulting expense		102,600			—					102,600
Marketing		12,863			—					12,863
Rent		50,769			25,905					76,674
Wages		—			90,725					90,725
General and Administrative		72,747			1,658					74,405
Total costs and expenses		595,231			118,288		—			713,519
Operating income		1,147,222			145,946		—			1,293,168
Other income (expense):
Other income		10,000								10,000
Impairment loss		(185,952	)							(185,952	)
Realized loss on investments		(527,540	)							(527,540	)
Interest expense		(18,879	)		—		—			(18,879	)
Total other income (expense)		(722,371	)		—		—			(722,371	)
Net income before tax		424,851			145,946					570,797
tax provision (benefit)		(180,000	)		—					(180,000	)
Net income (loss)	$	604,851		$	145,946	$	—		$	750,797

Included in the supplemental pro forma information above is revenue earned by the Company of $230,480 from Netcapital Systems LLC, the former parent company of Netcapital Funding Portal Inc.

Note (1)

A total of 1,666,360 shares were issued in exchange for all the outstanding shares of Portal and an additional 398,000 shares are reserved for supplemental consideration due to Portal. The purchase included issuers, users, investors, and unpatented technology that has a book value of $14,803,954. The pro forma combined financial statements are based on the purchase consideration and fair value allocation to the acquired assets and assumed liabilities.