UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



☒   QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarter ended September 30, 2015



☐   TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission
File Number: 333-173163



POINT
CAPITAL, INC.

(Exact
name of small business issuer as specified in its charter)



| | Delaware                     |  | 27-3046338                   | 
| | ---------------------------- |  | ---------------------------- | 
| | (State
    of incorporation) |  | (IRS
    Employer ID Number) | 



285
Grand Avenue

Building
5

Englewood,
New Jersey 07631

(Address
of principal executive offices)



(201)
408-5126

(Issuer's
telephone number)





| |                                                                                        | 
| | -------------------------------------------------------------------------------------- | 
| | (Former name,
    former address and former fiscal year, if changed since last report) | 



Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒  No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registration was required to submit and post
such files). Yes ☒  No ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer | ☐ | Accelerated
    filer         | ☐
|--------------------------- | - | ----------------------------- | -
|Non-accelerated
    filer   | ☒ | Smaller reporting
    company | ☐

(Do
not check if a smaller reporting company)



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒



As of November
18, 2015, 50,582,441 shares of common stock, par value $0.0001 per share, were outstanding.




















POINT
CAPITAL, INC.

FORM
10-Q

September
30, 2015



TABLE
OF CONTENTS



|                                                                                                                        |  | Page |   
|----------------------------------------------------------------------------------------------------------------------- |  | ---- | --
|PART I  -
    FINANCIAL INFORMATION                                                                                     |  |      |   
|Item
    1. Financial Statements                                                                                        |  |      | 3 
|Consolidated
    Statements of Assets and Liabilities – As of September 30, 2015 (unaudited) and December 31, 2014      |  |      | 3 
|Consolidated
    Statements of Operations (unaudited) – For the three and nine months ended September 30, 2015 and 2014 |  |      | 4 
|Consolidated
    Statement of Changes in Net Assets (unaudited) – For the nine months ended September 30, 2015 and 2014 |  |      | 5 
|Consolidated
    Statements of Cash Flows (unaudited) – For the nine months ended September 30, 2015 and 2014           |  |      | 6 
|Consolidated
    Schedule of Investments as of September 30, 2015 (unaudited)                                           |  |      | 7 
|Consolidated
    Schedule of Investments as of December 31, 2014                                                        |  |      | 8 
|Notes
    to Consolidated Financial Statements (unaudited)                                                              |  |      | 10
|Item
    2. Management’s Discussion and Analysis of Financial Condition and Results of Operations                       |  |      | 18
|Item
    3. Quantitative and Qualitative Disclosures About Market Risk                                                  |  |      | 24
|Item
    4. Controls and Procedures                                                                                     |  |      | 24
|                                                                                                                        |  |      |   
|PART
    II - OTHER INFORMATION                                                                                         |  |      |   
|Item
    1. Legal Proceedings                                                                                           |  |      | 25
|Item
    1A. Risk Factors                                                                                               |  |      | 25
|Item
    2. Unregistered Sales of Equity Securities and Use of Proceeds                                                 |  |      | 25
|Item
    3. Defaults Upon Senior Securities                                                                             |  |      | 25
|Item
    4. Mine Safety Disclosures                                                                                     |  |      | 25
|Item
    5. Other Information                                                                                           |  |      | 25
|Item
    6. Exhibits                                                                                                    |  |      | 25



2









Item 1. Financial Statements.



Point
Capital, Inc. and Subsidiary

Consolidated
Statements of Assets and Liabilities







|                                                                                                                                                                                                             |  | September 30,
2015 |            |   | December 31,
 2014 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ---------- | - | ------------------ | -
|                                                                                                                                                                                                             |  | (unaudited)        |            |   |                    |  
|                                                                                                                                                                                                             |  |                    |            |   |                    |  
|ASSETS                                                                                                                                                                                                       |  |                    |            |   |                    |  
|Investments at fair value                                                                                                                                                                                    |  |                    |            |   |                    |  
|Non-controlled/Non-affiliated investments (cost of $1,950,850 and $1,163,250 at September 30, 2015 and December 31, 2014)                                                                                    |  | $                  | 1,601,646  |   |                    | $
|Cash and cash equivalents                                                                                                                                                                                    |  |                    | 779,243    |   |                    |  
|Interest receivable                                                                                                                                                                                          |  |                    | 8,991      |   |                    |  
|Dividends receivable                                                                                                                                                                                         |  |                    | 6,800      |   |                    |  
|Prepaid expenses                                                                                                                                                                                             |  |                    | 19,533     |   |                    |  
|                                                                                                                                                                                                             |  |                    |            |   |                    |  
|Total Assets                                                                                                                                                                                                 |  | $                  | 2,416,213  |   |                    | $
|                                                                                                                                                                                                             |  |                    |            |   |                    |  
|LIABILITIES                                                                                                                                                                                                  |  |                    |            |   |                    |  
|Accounts payable and accrued expenses                                                                                                                                                                        |  | $                  | 765        |   |                    | $
|                                                                                                                                                                                                             |  |                    |            |   |                    |  
|Total Liabilities                                                                                                                                                                                            |  |                    | 765        |   |                    |  
|                                                                                                                                                                                                             |  |                    |            |   |                    |  
|Redeemable Series A, Convertible
    Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 1,000,000 shares designated; 4,000 shares issued and
    outstanding ($100 per share redemption value) |  |                    | 400,000    |   |                    |  
|                                                                                                                                                                                                             |  |                    |            |   |                    |  
|NET ASSETS                                                                                                                                                                                                   |  |                    |            |   |                    |  
|Common stock, $0.0001 par value, 100,000,000 shares authorized; 50,582,441
    shares issued and outstanding at September 30, 2015 and December 31, 2014                                                     |  |                    | 5,058      |   |                    |  
|Additional paid-in capital                                                                                                                                                                                   |  |                    | 3,749,244  |   |                    |  
|Accumulated net investment loss                                                                                                                                                                              |  |                    | (167,381   | ) |                    |  
|Accumulated undistributed net realized loss on investments                                                                                                                                                   |  |                    | (54,515    | ) |                    |  
|Unrealized depreciation on investments                                                                                                                                                                       |  |                    | (349,204   | ) |                    |  
|Accumulated deficit                                                                                                                                                                                          |  |                    | (1,167,754 | ) |                    |  
|                                                                                                                                                                                                             |  |                    |            |   |                    |  
|Total Net Assets                                                                                                                                                                                             |  |                    | 2,015,448  |   |                    |  
|                                                                                                                                                                                                             |  |                    |            |   |                    |  
|Total Liabilities and Net Assets                                                                                                                                                                             |  | $                  | 2,416,213  |   |                    | $
|                                                                                                                                                                                                             |  |                    |            |   |                    |  
|Net Asset Value per Common Share                                                                                                                                                                             |  | $                  | 0.04       |   |                    | $



See
accompanying notes to unaudited consolidated financial statements.



3







Point
Capital, Inc. and Subsidiary

Consolidated
Statements of Operations

(Unaudited)





|                                                        |  | Three Months Ended September 30, |          |   | Nine Months Ended September 30, |  
|------------------------------------------------------- |  | -------------------------------- | -------- | - | ------------------------------- | -
|                                                        |  | 2015                             |          |   | 2014                            |  
|INVESTMENT INCOME:                                      |  |                                  |          |   |                                 |  
|Interest and dividend income                            |  |                                  |          |   |                                 |  
|Non-controlled/Non-affiliated investments               |  | $                                | 11,606   |   |                                 | $
|                                                        |  |                                  |          |   |                                 |  
|OPERATING EXPENSES:                                     |  |                                  |          |   |                                 |  
|Compensation expense                                    |  |                                  | 24,166   |   |                                 |  
|Professional fees                                       |  |                                  | 8,958    |   |                                 |  
|Filing fees                                             |  |                                  | 1,206    |   |                                 |  
|Consulting fees                                         |  |                                  | -        |   |                                 |  
|Insurance expense                                       |  |                                  | 8,193    |   |                                 |  
|General and administrative expenses                     |  |                                  | 3,022    |   |                                 |  
|                                                        |  |                                  |          |   |                                 |  
|Total operating expenses                                |  |                                  | 45,545   |   |                                 |  
|                                                        |  |                                  |          |   |                                 |  
|NET INVESTMENT LOSS                                     |  |                                  | (33,939  | ) |                                 |  
|                                                        |  |                                  |          |   |                                 |  
|NET REALIZED AND UNREALIZED (LOSS) GAIN ON INVESTMENTS: |  |                                  |          |   |                                 |  
|Net realized gain (loss) on investments                 |  |                                  |          |   |                                 |  
|Non-controlled/Non-affiliated investments               |  |                                  | 59,220   |   |                                 |  
|Net change in unrealized depreciation on investments    |  |                                  |          |   |                                 |  
|Non-controlled/Non-affiliated investments               |  |                                  | (486,125 | ) |                                 |  
|                                                        |  |                                  |          |   |                                 |  
|Net realized and unrealized loss on investments         |  |                                  | (426,905 | ) |                                 |  
|                                                        |  |                                  |          |   |                                 |  
|NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS    |  | $                                | (460,844 | ) |                                 | $



See
accompanying notes to unaudited consolidated financial statements.



4







Point
Capital, Inc. and Subsidiary

Consolidated
Statements of Changes in Net Assets

(Unaudited)





|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  | Accumulated                    |          |   |             |   |         |         |  |   |            |  
|--------------------------------------------------------------- |  | ------------------------------- | ---------- |  | ------------------ | - | ----- | ------------------------------ |  | - | ----------------------- | - |  | ------------------------------ | -------- | - | ----------- | - | ------- | ------- |  | - | ---------- | -
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  | Undistributed Net              |          |   | Unrealized  |   |         |         |  |   |            |  
|                                                                |  | Common Stock, $0.0001 Par Value |            |  | Additional Paid In |   |       | Accumulated Net
    Investment |  |   | Realized Gain (Loss) On |   |  | Appreciation (Depreciation) on |          |   | Accumulated |   |         | Total   | 
|                                                                |  | Shares                          |            |  | Amount             |   |       | Capital                        |  |   | Loss                    |   |  | Investments                    |          |   | Investments |   |         | Deficit |  |   | Net Assets |  
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Balance - December 31, 2013                                     |  |                                 | 40,606,200 |  |                    | $ | 4,061 |                                |  | $ | 2,919,449               |   |  | $                              | (71,986  | ) |             | $ | 39,754  |         |  | $ | 65,143     |  
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Common stock issued ($0.20/share)                               |  |                                 | 1,650,000  |  |                    |   | 165   |                                |  |   | 329,835                 |   |  |                                | -        |   |             |   | -       |         |  |   | -          |  
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Common stock issued ($0.30/share)                               |  |                                 | 1,700,001  |  |                    |   | 170   |                                |  |   | 509,830                 |   |  |                                | -        |   |             |   | -       |         |  |   | -          |  
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Shares issued for services                                      |  |                                 | 6,626,240  |  |                    |   | 663   |                                |  |   | 1,374,585               |   |  |                                | -        |   |             |   | -       |         |  |   | -          |  
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Offering costs                                                  |  |                                 | -          |  |                    |   | -     |                                |  |   | (1,258,388              | ) |  |                                | -        |   |             |   | -       |         |  |   | -          |  
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Net increase (decrease) in net assets resulting from operations |  |                                 | -          |  |                    |   | -     |                                |  |   | -                       |   |  |                                | (206,015 | ) |             |   | 104,260 |         |  |   | (228,221   | )
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Balance - September 30, 2014 (Unaudited)                        |  |                                 | 50,582,441 |  |                    | $ | 5,059 |                                |  | $ | 3,875,311               |   |  | $                              | (278,001 | ) |             | $ | 144,014 |         |  | $ | (163,078   | )
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Balance - December 31, 2014                                     |  |                                 | 50,582,441 |  |                    | $ | 5,058 |                                |  | $ | 3,686,486               |   |  | $                              | -        |   |             | $ | -       |         |  | $ | (154,813   | )
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Stock-based compensation                                        |  |                                 | -          |  |                    |   | -     |                                |  |   | 62,758                  |   |  |                                | -        |   |             |   | -       |         |  |   | -          |  
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Net decrease in net assets resulting from operations            |  |                                 | -          |  |                    |   | -     |                                |  |   | -                       |   |  |                                | (167,381 | ) |             |   | (54,515 | )       |  |   | (194,391   | )
|                                                                |  |                                 |            |  |                    |   |       |                                |  |   |                         |   |  |                                |          |   |             |   |         |         |  |   |            |  
|Balance - September 30, 2015 (Unaudited)                        |  |                                 | 50,582,441 |  |                    | $ | 5,058 |                                |  | $ | 3,749,244               |   |  | $                              | (167,381 | ) |             | $ | (54,515 | )       |  | $ | (349,204   | )



See
accompanying notes to unaudited consolidated financial statements.



5







Point
Capital, Inc. and Subsidiary

Consolidated
Statements of Cash Flows

(Unaudited)



|                                                                                                                        |  | Nine Months Ended September 30, |           
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----------
|                                                                                                                        |  | 2015                            |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                   |  |                                 |           
|Net decrease in net assets resulting from operations                                                                    |  | $                               | (416,287  
|Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities: |  |                                 |           
|Purchases of investments                                                                                                |  |                                 | (1,195,213
|Net realized loss (gain) on investments                                                                                 |  |                                 | 54,515    
|Net change in
    unrealized depreciation of investments                                                                |  |                                 | 194,391   
|Proceeds from sale of investments                                                                                       |  |                                 | 353,098   
|Stock options issued for services                                                                                       |  |                                 | 62,758    
|(Increase) decrease in interest receivable                                                                              |  |                                 | (6,611    
|Increase in dividend receivable                                                                                         |  |                                 | (4,550    
|Decrease in accounts payable and accrued expenses                                                                       |  |                                 | (1,790    
|Increase in prepaid expenses                                                                                            |  |                                 | (588      
|                                                                                                                        |  |                                 | -         
|Net Cash Used In Operating Activities                                                                                   |  |                                 | (960,277  
|                                                                                                                        |  |                                 |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                   |  |                                 |           
|Repayment of notes payable                                                                                              |  |                                 | -         
|Proceeds from issuance of common stock                                                                                  |  |                                 | -         
|Offering costs                                                                                                          |  |                                 | -         
|Net Cash Provided By Financing Activities                                                                               |  |                                 | -         
|                                                                                                                        |  |                                 |           
|Net decrease in cash and cash equivalents                                                                               |  |                                 | (960,277  
|                                                                                                                        |  |                                 |           
|Cash and cash equivalents - Beginning of period                                                                         |  |                                 | 1,739,520 
|                                                                                                                        |  |                                 |           
|Cash and cash equivalents - End of period                                                                               |  | $                               | 779,243   
|                                                                                                                        |  |                                 |           
|Supplemental Disclosure of Cash Flow Information:                                                                       |  |                                 |           
|Interest paid                                                                                                           |  | $                               | -         
|Taxes Paid                                                                                                              |  | $                               | -         
|                                                                                                                        |  |                                 |           
|Non-cash Financing Activities                                                                                           |  |                                 |           
|Issuance of stock options for services                                                                                  |  | $                               | 62,758    
|Offering costs paid                                                                                                     |  | $                               | -         
|Issuance of common stock for services                                                                                   |  | $                               | -         



See
accompanying notes to unaudited consolidated financial statements.



6







POINT
CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED
SCHEDULE OF INVESTMENTS

September
30, 2015

(Unaudited)





|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           | Fair  |  |   | %
    of       |  
|-------------------------------------------------------------------------------- |  | ------------------------------------- |  | ------------------------------------------- |  | ---------------- | --------- |  | ---- | - | --------- | ----- |  | - | -------------- | -
|Company                                                                          |  | Industry                              |  | Type
    of Investment                      |  | Principal/Shares |           |  | Cost |   |           | Value |  |   | Net
    Assets |  
|Non-controlled/Non-affiliated
    investments                                    |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Accelerize,
    Inc.                                                             |  | Application
    Software              |  | Common
    Stock                            |  |                  | 100,000   |  |      |   | 61,467    |       |  |   | 46,000         |  
|Accelerize,
    Inc.                                                             |  | Application
    Software              |  | Warrants                                    |  |                  | 60,000    |  |      |   | 38,533    |       |  |   | 18,370         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Actinium
    Pharmaceuticals Inc. (2)                                            |  | Biotechnology                         |  | Common
    Stock                            |  |                  | 39,000    |  |      |   | 126,111   |       |  |   | 69,030         |  
|Actinium
    Pharmaceuticals Inc. (2)                                            |  | Biotechnology                         |  | Warrants                                    |  |                  | 29,250    |  |      |   | 51,055    |       |  |   | 32,195         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Arista
    Power, Inc. (1)                                                       |  | Electrical
    Components & Equipment |  | Series
    A Convertible Preferred Stock    |  |                  | 100,000   |  |      |   | 46,505    |       |  |   | 15,000         |  
|Arista
    Power, Inc. (1)                                                       |  | Electrical
    Components & Equipment |  | Warrants                                    |  |                  | 750,000   |  |      |   | 53,495    |       |  |   | 21,149         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Cesca
    Therapeutics, Inc. (2)                                                 |  | Health
    Care Equipment             |  | Warrants                                    |  |                  | 16,500    |  |      |   | 14,159    |       |  |   | 3,445          |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|CombiMatrix Corp.(2)                                                             |  | Life
    Sciences Tools & Services    |  | Warrants                                    |  |                  | 38,835    |  |      | $ | 31,021    |       |  | $ | 39,939         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|DatChat
    Inc. (1)(2)                                                          |  | Application
    Software              |  | Common
    Stock                            |  |                  | 2,000,000 |  |      |   | 100,150   |       |  |   | 65,097         |  
|DatChat
    Inc. (1)(2)                                                          |  |                                       |  | 10% Debenture (Due
    7/2015)              |  | $                | 30,000    |  |      |   | 30,000    |       |  |   | 30,000         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Dejour
    Energy Inc. (2)                                                       |  | Oil
    & Gas Exploration             |  | Warrants                                    |  |                  | 800,000   |  |      |   | 36,308    |       |  |   | 0              |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Home
    Bistro, Inc.                                                            |  | Other                                 |  | 15%
    Convertible Debenture (Due 11/2015) |  |                  | 150,000   |  |      |   | 150,000   |       |  |   | 150,000        |  
|Home
    Bistro, Inc.                                                            |  | Other                                 |  | Warrants                                    |  |                  | 75,000    |  |      |   | 0         |       |  |   | 0              |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|ID
    Global Solutions Corporations                                             |  | Biometric
    Technology              |  | 10% Debenture (Due
    7/2016)              |  | $                | 100,000   |  |      |   | 61,781    |       |  |   | 61,781         |  
|ID
    Global Solutions Corporations                                             |  | Biometric
    Technology              |  | Warrants                                    |  |                  | 2,200,000 |  |      |   | 38,219    |       |  |   | 38,219         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|iNeedMD
    Holdings, Inc. (1)(2)                                                |  | Health
    Care Supplies              |  | Common
    Stock                            |  |                  | 25,000    |  |      |   | 795       |       |  |   | 795            |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|MabVax
    Therapeutics Holdings Inc. (2)                                        |  | Biotechnology                         |  | Common
    Stock                            |  |                  | 133,333   |  |      |   | 69,326    |       |  |   | 142,666        |  
|MabVax
    Therapeutics Holdings Inc. (2)                                        |  | Biotechnology                         |  | Warrants                                    |  |                  | 66,667    |  |      |   | 30,674    |       |  |   | 42,064         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|MultiMedia
    Platforms, Inc.                                                   |  | Multimedia
    Technology             |  | 9% Debenture (Due
    7/2016)               |  |                  | 100,000   |  |      |   | 38,461    |       |  |   | 38,461         |  
|MultiMedia
    Platforms, Inc.                                                   |  | Multimedia
    Technology             |  | Warrants                                    |  |                  | 333,334   |  |      |   | 61,539    |       |  |   | 61,539         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Optex
    Systems Holdings Inc. (1)(2)                                           |  | Aerospace
    & Defense               |  | Series
    B Convertible Prefered           |  |                  | 104,433   |  |      |   | 104,432   |       |  |   | 147,871        |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Orbital
    Tracking Corp. (1)(2)                                                |  | Communications
    Equipment          |  | Series
    C Convertible Preferred Stock    |  |                  | 200,000   |  |      |   | 100,000   |       |  |   | 75,000         |  
|Orbital
    Tracking Corp. (1)(2)                                                |  | Communications
    Equipment          |  | Series
    D Convertible Preferred Stock    |  |                  | 100,000   |  |      |   | 50,000    |       |  |   | 75,000         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Pershing
    Gold Corp.(2)                                                       |  | Mining
    Exploration                |  | Common
    Stock                            |  |                  | 17,094    |  |      |   | 90,035    |       |  |   | 65,470         |  
|Pershing
    Gold Corp.(2)                                                       |  | Mining
    Exploration                |  | Warrants                                    |  |                  | 6,838     |  |      |   | 9,965     |       |  |   | 906            |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|PishPosh Inc.(1)(2)                                                              |  | Online
    Retail - Specialty Apparel |  | Convertible
    Preferred Stock             |  |                  | 287,500   |  |      |   | 149,988   |       |  |   | 89,700         |  
|PishPosh Inc.(1)(2)                                                              |  | Online
    Retail - Specialty Apparel |  | Warrants                                    |  |                  | 50,000    |  |      |   | 12        |       |  |   | 754            |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Provectus
    BioPharmaceuticals Inc.(2)                                         |  | Biotechnology                         |  | Common
    Stock                            |  |                  | 100,000   |  |      |   | 74,000    |       |  |   | 57,500         |  
|Provectus
    BioPharmaceuticals Inc.(2)                                         |  | Biotechnology                         |  | Warrants                                    |  |                  | 100,000   |  |      |   | 1,000     |       |  |   | 31,160         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Pulmatrix
    Inc. (f/k/a Ruthigen Inc.) (1)(2)(3)                               |  | Biotechnology                         |  | Common
    Stock                            |  |                  | 23,044    |  |      |   | 251,326   |       |  |   | 113,146        |  
|Pulmatrix
    Inc. (f/k/a Ruthigen Inc.) (1)(2)                                  |  | Biotechnology                         |  | Series
    A Warrants                       |  |                  | 8,276     |  |      |   | 207       |       |  |   | 202            |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Vapor
    Corp. (1)                                                              |  | Tobacco                               |  | Common
    Stock                            |  |                  | 21,428    |  |      |   | -         |       |  |   | 10,285         |  
|Vapor
    Corp. (1)                                                              |  | Tobacco                               |  | Warrants                                    |  |                  | 90,909    |  |      |   | 48,513    |       |  |   | 43,042         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Xtant
    Medical Holdings, Inc. (formerly Bacterin Holdings International Inc.) |  | Health
    Care Supplies              |  | Warrants                                    |  |                  | 11,513    |  |      |   | 31,773    |       |  |   | 15,860         |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Total
    Non-controlled/Non-affiliated investments                              |  |                                       |  |                                             |  |                  |           |  |      | $ | 1,950,850 |       |  | $ | 1,601,646      |  
|                                                                                 |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Reconciliation
    to Net Assets:                                                |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   |                |  
|Investments
    at fair value                                                    |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  | $ | 1,601,646      |  
|Cash
    and cash equivalents                                                    |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   | 779,243        |  
|Other
    current assets                                                         |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   | 35,324         |  
|Liabilities
    in excess of other assets                                        |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  |   | (400,765       | )
|Net
    Assets                                                                   |  |                                       |  |                                             |  |                  |           |  |      |   |           |       |  | $ | 2,015,448      |  





(1) Securities
are exempt from registration under Rule 144A promulgated under the Securities Act.

(2) Securities
are not income producing.

(3) Converted
$101,530 in principal and interest into common shares.



See
accompanying notes to unaudited consolidated financial statements.



7







POINT
CAPITAL, INC.

CONSOLIDATED
SCHEDULE OF INVESTMENTS

December
31, 2014



|                                                    |  |                                   |  | Type of                                 |  |                  |         |  |      |   |           | Fair  |  |   | % of       |  
|--------------------------------------------------- |  | --------------------------------- |  | --------------------------------------- |  | ---------------- | ------- |  | ---- | - | --------- | ----- |  | - | ---------- | -
|Company                                             |  | Industry                          |  | Investment                              |  | Principal/Shares |         |  | Cost |   |           | Value |  |   | Net Assets |  
|Non-controlled/Non-affiliated investments           |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Intercloud Systems, Inc. (1)(3)                     |  | IT Consulting & Other Services    |  | Common Stock                            |  |                  | 17,425  |  |      | $ | 108,875   |       |  | $ | 50,881     |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|CombiMatrix Corp.(2)                                |  | Life Sciences Tools & Services    |  | Warrants                                |  |                  | 38,835  |  |      |   | 31,021    |       |  |   | 47,540     |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Pulmatrix Inc. (f/k/a Ruthigen Inc.) (2)            |  | Biotechnology                     |  | Common Stock                            |  |                  | 20,690  |  |      |   | 149,796   |       |  |   | 72,415     |  
|                                                    |  |                                   |  | Series A Warrants                       |  |                  | 20,690  |  |      |   | 207       |       |  |   | 6,160      |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Arista Power, Inc. (1)                              |  | Electrical Components & Equipment |  | Series A Convertible Preferred Stock    |  |                  | 100,000 |  |      |   | 46,505    |       |  |   | 35,000     |  
|                                                    |  |                                   |  | Warrants                                |  |                  | 750,000 |  |      |   | 53,495    |       |  |   | 47,923     |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Cesca Therapeutics, Inc. (2)                        |  | Health Care Equipment             |  | Common Stock                            |  |                  | 55,000  |  |      |   | 68,341    |       |  |   | 56,100     |  
|                                                    |  |                                   |  | Warrants                                |  |                  | 16,500  |  |      |   | 14,159    |       |  |   | 9,605      |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Musclepharm Corp. (2)(4)                            |  | Personal Products                 |  | Common Stock                            |  |                  | 2,500   |  |      |   | 22,500    |       |  |   | 21,250     |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|PishPosh Inc.(1)(2)                                 |  | Online Retail - Specialty Apparel |  | Convertible Preferred Stock             |  |                  | 287,500 |  |      |   | 149,988   |       |  |   | 95,856     |  
|                                                    |  |                                   |  | Warrants                                |  |                  | 50,000  |  |      |   | 12        |       |  |   | 339        |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Bacterin Holdings International Inc.(2)             |  | Health Care Supplies              |  | Common Stock                            |  |                  | 23,026  |  |      |   | 99,475    |       |  |   | 69,769     |  
|                                                    |  |                                   |  | Warrants                                |  |                  | 11,513  |  |      |   | 31,773    |       |  |   | 17,383     |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Dejour Energy Inc. (2)                              |  | Oil & Gas Exploration             |  | Warrants                                |  |                  | 800,000 |  |      |   | 36,308    |       |  |   | 25,369     |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|iNeedMD Holdings, Inc.                              |  | Health Care Supplies              |  | Common Stock                            |  |                  | 25,000  |  |      |   | 795       |       |  |   | 795        |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Orbital Tracking Corp. (1)(2)                       |  | Communications Equipment          |  | Series C Convertible Preferred Stock    |  |                  | 200,000 |  |      |   | 100,000   |       |  |   | 100,000    |  
|                                                    |  |                                   |  | Series D Convertible Preferred Stock    |  |                  | 100,000 |  |      |   | 50,000    |       |  |   | 50,000     |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Optex Systems Holdings Inc. (1)                     |  | Aerospace & Defense               |  | 12% Convertible Debenture (Due 11/2016) |  | $                | 100,000 |  |      |   | 100,000   |       |  |   | 179,520    |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Vapor Corp. (1)                                     |  | Tobacco                           |  | 7% Convertible Debenture (Due 11/2015)  |  | $                | 100,000 |  |      |   | 51,487    |       |  |   | 62,700     |  
|                                                    |  |                                   |  | Warrants                                |  |                  | 90,909  |  |      |   | 48,513    |       |  |   | 59,832     |  
|Total Non-controlled/Non-affiliated
    investments |  |                                   |  |                                         |  |                  |         |  |      | $ | 1,163,250 |       |  | $ | 1,008,437  |  
|                                                    |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Reconciliation to Net Assets:                       |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   |            |  
|Investments at fair value                           |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  | $ | 1,008,437  |  
|Cash and cash equivalents                           |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   | 1,739,520  |  
|Other current assets                                |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   | 23,575     |  
|Liabilities in excess of other assets               |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  |   | (402,554   | )
|Net Assets                                          |  |                                   |  |                                         |  |                  |         |  |      |   |           |       |  | $ | 2,368,978  |  



(1) Securities
are exempt from registration under Rule 144A promulgated under the Securities Act.

(2) Securities
are not income producing.

(3) Converted
$112,000 in principal and interest into common shares.

(4) Security
is subject to an 8 month (12.5%/month) bleed-out agreement. No more than 1,250 shares can be sold per month.



See
accompanying notes to unaudited consolidated financial statements.





8









The following table shows the portfolio composition by industry
grouping based on fair value at September 30, 2015 and December 31, 2014:





|                                  |  | September 30, 2015         |           |  |                                | 
|--------------------------------- |  | -------------------------- | --------- |  | ------------------------------ | 
|                                  |  | (unaudited)                |           |  | December 31, 2014              | 
|Industry Classification           |  | Investments  at Fair Value |           |  | Percentage of  Total Portfolio | 
|IT Consulting & Other Services    |  | $                          | -         |  |                                | 
|Life Sciences Tools & Services    |  |                            | 39,939    |  |                                | 
|Biotechnology                     |  |                            | 487,963   |  |                                | 
|Biometric Technology              |  |                            | 100,000   |  |                                | 
|Electrical Components & Equipment |  |                            | 36,149    |  |                                | 
|Health Care Equipment             |  |                            | 3,445     |  |                                | 
|Personal Products                 |  |                            | -         |  |                                | 
|Online Retail - Specialty Apparel |  |                            | 90,454    |  |                                | 
|Health Care Supplies              |  |                            | 16,655    |  |                                | 
|Oil & Gas Exploration             |  |                            | -         |  |                                | 
|Mining Exploration                |  |                            | 66,376    |  |                                | 
|Communications Equipment          |  |                            | 150,000   |  |                                | 
|Aerospace & Defense               |  |                            | 147,871   |  |                                | 
|Tobacco                           |  |                            | 53,327    |  |                                | 
|Application Software              |  |                            | 159,467   |  |                                | 
|Multimedia Technology             |  |                            | 100,000   |  |                                | 
|Other                             |  |                            | 150,000   |  |                                | 
|                                  |  | $                          | 1,601,646 |  |                                | 



See
accompanying notes to the unaudited consolidated financial statements





9









POINT
CAPITAL, INC. AND SUBSIDIARY

NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER
30, 2015



NOTE
1 - ORGANIZATION AND BUSINESS





Point Capital, Inc. (the “Company”)
was incorporated in the State of New York on July 13, 2010. On January 24, 2013, the Company changed its state of incorporation
from New York to Delaware.



On
October 4, 2013, the Company filed a Form N-54A and elected to become a Business Development Company (“BDC”) under
the Investment Company Act of 1940, as amended (the “1940 Act”).



The
Company’s investment objective is to provide current income and capital appreciation. The Company intends to accomplish
its objective by investing in the common stock, preferred stock, warrants and convertible notes of small and mid-cap companies.
The Company’s investments are made principally through direct investments in prospective
portfolio companies.  However, the Company may also purchase securities in private secondary transactions. The Company
to a lesser extent will also invest in private companies that meet its investment objectives. The Company meets the definition
of an investment company in accordance with the guidance under Accounting Standards Codification Topic 946 “Financial
Services – Investment Companies.”



On
March 27, 2014, the Company formed a wholly-owned subsidiary, Hemp Funding, Inc., to invest in companies that are positioned
for growth in the legal cannabis industry. The subsidiary has not made any investments to date.



NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of presentation and principles of consolidation



The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America, ("U.S. GAAP") and include the financial statements of the Company and its wholly-owned
subsidiary, Hemp Funding, Inc. All intercompany transactions and balances have been eliminated.



All
adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of September
30, 2015, and the results of operations and cash flows for the nine months ended September 30, 2015 have been included. The results
of operations for the nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the
full year. The accounting policies and procedures employed in the preparation of these consolidated financial statements have
been derived from the audited financial statements of the Company for the fiscal year ended December 31, 2014, which are
contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 31,
2015. The consolidated balance sheet as of December 31, 2014, contained herein, was derived from those consolidated financial
statements.



Use
of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period.



Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from estimates. Management estimates expected term of
share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate
it, expected annual rate of quarterly dividends, and risk free rate(s) to value share options and similar instruments.





10









POINT
CAPITAL, INC. AND SUBSIDIARY

NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER
30, 2015



NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Cash
and Cash Equivalents



The
Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents.
The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions
are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 or by the Securities Investor Protection
Corporation (“SIPC”) up to $250,000. At September 30, 2015, the Company had cash balances exceeding the FDIC and SIPC
insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the
Company evaluates at least annually the rating of the financial institutions in which it holds deposits.



Securities
Transactions



Securities
transactions are recorded on a trade date basis. Securities transactions outside conventional channels, such as private transactions,
are recorded as of the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a
sale, and incurs an obligation to pay for securities purchased or to deliver securities sold, respectively. The Company records
interest and dividend income on an accrual basis beginning on the trade settlement date (the date on which a financial transaction
is settled and monies from the transaction have occurred) or the ex-dividend date, respectively, to the extent that the Company
expects to collect such amounts. Commissions and other costs associated with transactions involving securities, including legal
costs, are included in the cost basis of purchases and deducted from the proceeds of sales.



Realized
Gain or Loss and Net Change in Unrealized Appreciation or Depreciation of Portfolio Investments



Realized
gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company's cost basis
and the net proceeds received from such disposition without regard to unrealized appreciation or depreciation previously recognized.  Realized
gains and losses on investment transactions are determined by specific identification. Net change in unrealized appreciation or
depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment, including
any reversal of previously recorded unrealized appreciation/depreciation when gains or losses are realized.



Valuation
of Investments



Our
investments consist of loans and securities issued by public and privately-held companies, including convertible debt, loans,
equity warrants and preferred and common equity securities.



The
Company applies the accounting guidance of Accounting Standards Codification Topic 820, “Fair Value Measurement and Disclosures”
(“ASC 820”). This guidance defines fair value as the price that would be received from selling an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining
the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal
or most advantageous market in which it would transact business and considers assumptions that marketplace participants would
use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.



The
guidance also establishes a fair value hierarchy for measurements of fair value as follows:



| | ● | Level
    1 - quoted market prices in active markets for identical assets or liabilities.                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | Level
    2 -inputs other than quoted market prices that are observable, either directly or indirectly, such as quoted prices
    in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets
    that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially
    the full term of the assets or liabilities.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | Level
    3 - unobservable inputs for which little or no market activity exists, therefore requiring an entity to develop its own
    assumptions.                                                                                                                                                                                                                                                                                            





11







POINT
CAPITAL, INC. AND SUBSIDIARY

NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER
30, 2015



NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Valuation
of Investments (continued)



On
a quarterly basis, The Board of Directors (the “Board”) of the Company, in good faith, determines the fair value of
investments in the following manner:



Equity
securities which are listed on a recognized stock exchange are valued at the closing trade price on the last trading day of the
valuation period. For equity securities that carry a restriction inherent to the security, a restriction discount is applied,
as appropriate. Investments in warrants are valued at fair value using the Black-Scholes option pricing model. Investments in
securities which are convertible at a date in the future are valued assuming a full conversion into common shares and valued based
on the methodology for equity securities described above.  Investments in unlisted securities are valued using a market approach
net of the appropriate discount for lack of marketability.



Investments
without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches,
as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical
or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts
(for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated
by current market expectations about those future amounts. In following these approaches, the types of factors that the Company
may take into account in fair value pricing the Company's investments include, as relevant: available current market data, including
relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants,
call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability
to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons
of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors.



Because
there is not a readily available market value for some of the investments in its portfolio, the Company values substantially all
of its portfolio investments at fair value as determined in good faith by its board of directors, as described herein. Due to
the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair
value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments
may differ significantly from the values that would have been used had a ready market existed for such investments and may differ
materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and
other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate
a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the
Company has recorded it.



The
following are the Company’s investments owned by levels within the fair value hierarchy at September 30, 2015:





|                            |  | Level 1 |         |  | Level 2 |   |         | Level 3 |  |   | Total   | 
|--------------------------- |  | ------- | ------- |  | ------- | - | ------- | ------- |  | - | ------- | 
|Common Stock                |  | $       | 504,097 |  |         | $ | -       |         |  | $ | 65,892  | 
|Convertible Preferred Stock |  |         | -       |  |         |   | 15,000  |         |  |   | 387,571 | 
|Convertible Debentures      |  |         | -       |  |         |   | -       |         |  |   | 250,242 | 
|Debenture                   |  |         | -       |  |         |   | -       |         |  |   | 30,000  | 
|Warrants                    |  |         | -       |  |         |   | 217,172 |         |  |   | 131,672 | 
|Total Investments           |  | $       | 504,097 |  |         | $ | 232,172 |         |  | $ | 865,377 | 





12









POINT
CAPITAL, INC. AND SUBSIDIARY

NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER
30, 2015



NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Valuation
of Investments (continued)



The
following are the Company’s investments owned by levels within the fair value hierarchy at December 31, 2014:





|                                |  | Level
    1 |         |  | Level
    2 |   |         | Level
    3 |  |   | Total   | 
|------------------------------- |  | ----------- | ------- |  | ----------- | - | ------- | ----------- |  | - | ------- | 
|Common
    Stock                |  | $           | 270,415 |  |             | $ | -       |             |  | $ | 795     | 
|Convertible
    Preferred Stock |  |             | -       |  |             |   | 35,000  |             |  |   | 245,856 | 
|Convertible
    Debentures      |  |             | -       |  |             |   | -       |             |  |   | 242,220 | 
|Warrants                        |  |             | -       |  |             |   | 153,979 |             |  |   | 60,172  | 
|Total
    Investments           |  | $           | 270,415 |  |             | $ | 188,979 |             |  | $ | 549,043 | 



The
following additional disclosures relate to the changes in fair value of the Company’s Level 3 investments during the nine
months ended September 30, 2015 and 2014:





|                                                                                |  | Nine Months Ended
September 30, |         
|------------------------------------------------------------------------------- |  | ------------------------------- | --------
|                                                                                |  | 2015                            |         
|Balance at beginning of period                                                  |  | $                               | 549,043 
|Purchase of investments at cost                                                 |  |                                 | 585,582 
|Repayment and conversion of convertible debentures                              |  |                                 | (151,487
|Net change in unrealized depreciation on investments                            |  |                                 | (117,761
|Net transfers in and/or out of Level 3 (1)(2)                                   |  |                                 | -       
|Balance at end of period                                                        |  | $                               | 865,377 
|                                                                                |  |                                 |         
|Net change in unrealized depreciation in earnings relating to assets still held |  | $                               | (117,761





| | (1) | Transfers between levels, if any, are recognized at the beginning of the period in which transfers
occur.
| | --- | ---------------------------------------------------------------------------------------------------------
| | (2) | Transfers occurred due to the expiration of the restriction under Rule 144A of the Securities
Act.       





|Investment Type             |  | Fair Value atSeptember 30,2015 |         |  | Valuation Technique |                            | Unobservable inputs |                                                                                                           | Input | 
|--------------------------- |  | ------------------------------ | ------- |  | ------------------- | -------------------------- | ------------------- | --------------------------------------------------------------------------------------------------------- | ----- | 
|Common Stock                |  | $                              | 65,097  |  |                     | Recent Transactions        |                     | Discount for lack of
marketability(“DLOM”)                                                                |       | 
|Common Stock                |  | $                              | 795     |  |                     | Recent Transactions        |                     | N/A                                                                                                       |       | 
|Convertible Preferred Stock |  | $                              | 89,700  |  |                     | Comparable market approach |                     | DLOM Price/Sales Multiple                                                                                 |       | 
|Convertible Preferred Stock |  | $                              | 147,871 |  |                     | Comparable market value    |                     | DLOM                                                                                                      |       | 
|Convertible Preferred Stock |  | $                              | 150,000 |  |                     | Recent Transactions        |                     | N/A                                                                                                       |       | 
|Convertible Debentures      |  | $                              | 250,242 |  |                     | Recent Transactions        |                     | N/A                                                                                                       |       | 
|Debenture                   |  | $                              | 30,000  |  |                     | Recent Transaction         |                     | N/A                                                                                                       |       | 
|Warrants                    |  | $                              | 754     |  |                     | Comparable market approach |                     | DLOM
                                                                                Price/Sales Multiple |       | 
|Warrants                    |  | $                              | 31,160  |  |                     | Dealer quote               |                     | N/A                                                                                                       |       | 
|Warrants                    |  | $                              | 99,758  |  |                     | Recent Transactions        |                     | N/A                                                                                                       |       | 
|                            |  | $                              | 865,377 |  |                     |                            |                     |                                                                                                           |       | 





13







POINT
CAPITAL, INC. AND SUBSIDIARY

NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER
30, 2015



NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Valuation
of Investments (continued)





|Investment
    Type             |  | Fair
    Value at
 December 31,
 2014 |         |  | Valuation
    Technique |                                | Unobservable
    
    inputs |                          | Input | 
|------------------------------- |  | ------------------------------------- | ------- |  | ----------------------- | ------------------------------ | ---------------------------- | ------------------------ | ----- | 
|Common
    Stock                |  | $                                     | 795     |  |                         | Recent
    Transaction         |                              | N/A                      |       | 
|Convertible
    Preferred Stock |  | $                                     | 95,856  |  |                         | Comparable market approach     |                              | DLOM                     |       | 
|                                |  |                                       |         |  |                         |                                |                              | Price/Sales
    Multiple |       | 
|Convertible
    Preferred Stock |  | $                                     | 150,000 |  |                         | Recent
    Transaction         |                              | N/A                      |       | 
|Convertible
    Debentures      |  | $                                     | 179,520 |  |                         | Comparable
    market value    |                              | Restriction
    discount |       | 
|Convertible
    Debentures      |  | $                                     | 62,700  |  |                         | Comparable
    market value    |                              | Restriction
    discount |       | 
|Warrants                        |  | $                                     | 340     |  |                         | Comparable
    market approach |                              | Price/Sales
    Multiple |       | 
|Warrants                        |  | $                                     | 59,832  |  |                         | Comparable
    market value    |                              | Restriction
    discount |       | 
|                                |  | $                                     | 549,043 |  |                         |                                |                              |                          |       | 



If
the price multiple or sales multiple were to increase or decrease, the fair value of the investments would increase or decrease,
respectively. If the DLOM or restriction discount were to increase or decrease, the fair value of the investments would decrease
or increase, respectively.



Portfolio
Company Investment Classification



The
Company classifies its portfolio company investments in accordance with the requirements of the 1940 Act.  Under the
1940 Act, “Controlled Investments” are defined as investments in which the Company owns more than 25% of the voting
securities or has rights to nominate greater than 50% of the board representation.  Under the 1940 Act, “Affiliated
Investments” are defined as investments in which the Company owns between 5% and 25% of the voting securities.  Under
the 1940 Act, “Non-Controlled/Non-Affiliated Investments” are defined as investments that are neither Controlled Investments
nor Affiliated Investments.At September 30, 2015 and December 31,
2014, the Company did not have any Controlled or Affiliated investments.



Offering
and Related Offering Costs



During
the nine months ended September 30, 2014, the Company issued 1,650,000 shares of common stock for gross proceeds of $330,000 through
a private capital raise.



Offering
costs include any costs associated with the offering of the Company’s shares.



During
the nine months ended September 30, 2014, the Company incurred $33,140 in offering expenses to a third party placement agent (“Agent”)
associated with capital raising activities with gross proceeds of $330,000. The offering costs were paid to the Agent based upon
a 7% fixed amount related to gross proceeds raised. The Agent is also entitled to receive an additional amount up to 3% in a non-accountable
expense allowance.



In
addition to the above offering costs, the Agent was issued 6,126,240 shares of common stock as additional compensation for a maximum
raise of $2,000,000. As of March 31, 2014, the Agent raised $2,305,000 and was entitled to 6,126,240 shares which have a fair
value (based on $0.20/share price of the private placement transactions) of $1,225,248 upon final closing. The fair value of these
shares was recorded as a reduction of offering proceeds upon issuance of the shares in March 2014.



The
Company incurred $1,258,388 in offering expenses for the nine months ended September 30, 2014.





14







POINT
CAPITAL, INC. AND SUBSIDIARY

NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER
30, 2015



NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Stock-Based
Compensation for Obtaining Employee Services



The
Company records compensation expense associated with stock options and other forms of equity compensation in accordance with FASB
ASC 718, “Compensation – Stock Compensation.” Under the fair value recognition provision of FASB ASC
Topic 718, stock-based compensation cost is estimated at the grant date based on the fair value of the award. The Company estimates
the fair value of stock options granted using the Black-Scholes option pricing model.



In
January 2015, the Company created an Option Agreement in an effort to provide incentives to its independent directors. Under the
provisions of the Option Agreement, if the Company’s common shares are traded in one of the national exchanges, the
grant-date share price of the Company’s common stock will be used to measure the fair market value of the common
shares issued. However, if the Company’s common shares are thinly traded, the use of share prices established in its most
recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate
than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid
and asked quotes and the lack of consistent trading in the market.



The
Company estimates the fair value of share options and similar instruments on the date of grant using a Black-Scholes option-pricing
valuation model.



The
compensation cost for an award of share-based employee compensation is classified as equity recognized over the requisite service
period, with a corresponding credit to equity (generally, paid-in capital).



The
Company made a policy decision to recognize compensation cost for an award with only service conditions that has a graded vesting
schedule on a straight-line basis over the requisite service period for the entire award.



Income
Taxes





For 2014, the Company was treated
for federal income tax purposes, and intends to qualify thereafter, as a RIC under Subchapter M of the Code. Generally, a RIC
is exempt from federal income taxes if it distributes at least 90% of ‘‘Investment Company Taxable
Income,’’ as defined in the Code, each year. Dividends paid up to one year after the current tax year can be
carried back to the prior tax year for determining the dividends paid in such tax year. The Company intends to distribute
sufficient dividends to maintain its RIC status each year. The Company is also subject to nondeductible federal excise taxes
if it does not distribute at least 98% of net ordinary income each calendar year, 98.2% of capital gain net income for the
one year period ending on October 31 of such calendar year, if any, and any recognized and undistributed income from prior
years for which it paid no federal income taxes. The Company will generally endeavor each year to avoid any federal excise
taxes.



The
Company accounts for income taxes in accordance with accounting guidance FASB ASC Topic 740, “Income Taxes,”
which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement
carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are
expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax
liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be
realized.



The
Company evaluates tax positions taken or expected to be taken in the course of preparing its tax returns to determine whether
the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority.  Tax positions
deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the applicable
period.  Although the Company files federal and state tax returns, its major tax jurisdiction is federal.



15











POINT
CAPITAL, INC. AND SUBSIDIARY

NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER
30, 2015



NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Income
Taxes (continued)



As
of September 30, 2015 and December 31, 2014, the Company had not recorded a liability for any unrecognized tax positions.  Management’s
evaluation of uncertain tax positions may be subject to review and adjustment at a later date based upon factors including, but
not limited to, an on-going analysis of tax laws, regulations and interpretations thereof.  The Company’s policy
is to include interest and penalties related to income taxes, if applicable, in general and administrative expenses.



Recent
Accounting Pronouncements



In
May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820) - Disclosures for Investments
in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)(“ASU 2015-07”), which removes
the requirement to include, as well as provide certain disclosure for, investments in the fair value hierarchy for which the fair
value is measured at net asset value using the practical expedient. Disclosures are limited to investments for which the entity
has elected to measure the fair value using that practical expedient. ASU 2015-07 is effective for annual reporting periods beginning
after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted. We do
not believe the adoption of ASU 2015-07 will have a material impact on our consolidated financial statements.



NOTE
3 - REDEEMABLE SERIES A CONVERTIBLE PREFERRED STOCK



In
April 2013, the Company issued 4,000 shares of Series A, Convertible Preferred Stock (the “Preferred Stock”) for $400,000.
Holders of Preferred Stock vote together with holders of Common Stock on an as-converted basis. Each share is currently convertible
into 500 shares of common stock at the option of the holder (subject to a 9.99% beneficial ownership limitation) based on a conversion
formula (the Stated Value, currently $100, divided by the Conversion Rate, currently $0.20.) The Conversion Rate may be adjusted
upon the occurrence of stock dividends or stock splits or subsequent equity sales at a price lower than the current conversion
rate. Each share has a $100 liquidation value. The holders of Preferred Stock are entitled to receive dividends on an as-converted
basis if paid on Common Stock.



The
Series A, Convertible Preferred Stock is redeemable at the option of the holder upon the occurrence of certain “triggering
events.” In case of a triggering event, the holder has the right to redeem each share held for cash (currently $100/share)
or impose a dividend rate on all of the outstanding Preferred Stock at 6% per annum thereafter. A triggering event occurs if the
Company fails to deliver certificates representing conversion shares, fails to pay the amount due pursuant to a Buy-In, fails
to have available a sufficient number of authorized shares, fails to observe any covenant in the Certificate of Designation unless
cured within 30 calendar days, shall be party to a Change in Control Transaction, sustains a bankruptcy event, fails to list or
quote its common stock for more than 20 trading days in a twelve-month period, sustains any monetary judgment, writ or similar
final process filed against the Company for more than $100,000 and such judgment writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of 45 calendar days, or fails to comply with the Asset Coverage requirement.



Because
certain of these “triggering events” are outside the control of the Company, the Preferred Stock is classified within
the temporary equity section of the statement of assets and liabilities.



The
Preferred Stock has forced conversion rights where the Company may force the conversion of the Preferred Stock if certain conditions
are met. The Company may elect to redeem some or all of the outstanding Preferred Stock for the Stated Value (currently $100/share)
provided that proper notice is provided to the holders and that a number of conditions (the “Equity Conditions”) have
been met.



If
any shares of Preferred Stock are outstanding and the Company is a Business Development Company, the Company shall have asset
coverage of at least 200% as of the close of business on the last business day of a calendar quarter. If the Company fails to
comply with this requirement and it is not cured on a timely basis, the Company shall, to the extent permitted by the 1940 Act
and Delaware law, proceed to redeem a sufficient number of shares of Preferred Stock (at $100/share plus any unpaid dividends
and distributions) to meet is asset coverage requirement.



The
Company believes the carrying amount reported in the consolidated balance sheets for the Preferred Stock of $400,000 approximates
the fair market value of such Preferred Stock based on the short-term maturity of these instruments which also equals the redemption
value reflected as on the consolidated balance sheets.



16







POINT
CAPITAL, INC. AND SUBSIDIARY

NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER
30, 2015





NOTE
4 - STOCK OPTIONS



The
Company entered into an agreement with its independent directors to issue each independent director of the board 112,500 options
for the first quarter of 2015 and 37,500 on the first day of each quarter going forward at a strike price equal to the then fair
market value. Each option issuance vests over a three-month period. On January 1, 2015, each independent director of the Company’s
board was issued 112,500 five year non-qualified options to purchase shares of the Company’s common stock at $0.30 for an
aggregate of 337,500 options. Additionally, on April 1, 2015 and July 1, 2015, each independent director of the Company’s
board was issued 37,500 five year non-qualified options to purchase shares of the Company’s common stock at $0.30 per share,
the fair value of the Company’s common stock on the date of grant, expiring five years from the date of issuance for an
aggregate of 225,000 options.



To
calculate the option-based compensation, the Company used the Black-Scholes option-pricing model. The Company’s determination
of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by the Company’s stock
price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the
Company’s expected stock price volatility over the term of the awards, risk-free interest rate, and the expected life of
the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of
the stock options. The expected volatility, holding period, and forfeitures of options are based on historical experience. To
determine the fair value of the stock options, the Company utilized a 1.63% risk-free rate and 40% volatility during the nine
months ended September 30, 2015.



As
of September 30, 2015, there are 562,500 options exercisable. As of September 30, 2015, there was no unvested stock-based compensation
expense to recognize. Total share-based compensation expense recognized was $62,758 for the nine months ended September 30, 2015.
The aggregate intrinsic value at September 30, 2015 was $0 and was calculated based on the difference between the Company’s
share price established in its most recent PPM and the exercise price of the underlying options.



NOTE
5 - FINANCIAL HIGHLIGHTS



The
following is a schedule of financial highlights for the nine months ended September 30, 2015 and 2014:





|Net asset value per common share data:                              |  | For the Nine Months ended September 30, |           
|------------------------------------------------------------------- |  | --------------------------------------- | ----------
|                                                                    |  | 2015                                    |           
|Net asset value per common share, beginning of period               |  | $                                       | 0.05      
|Net investment gain (loss)                                          |  |                                         | 0.00      
|Net realized gain (loss) on investments                             |  |                                         | 0.00      
|Net change in unrealized appreciation (depreciation) on investments |  |                                         | (0.01     
|Net increase (decrease) in net assets resulting from operations     |  |                                         | (0.01     
|Capital stock transactions:                                         |  |                                         |           
|Issuance of common stock                                            |  |                                         | 0.00      
|Offering costs from issuance of common stock                        |  |                                         | 0.00      
|Net increase in net assets from capital stock transactions          |  |                                         | 0.00      
|Net asset value per common share, end of period                     |  | $                                       | 0.04      
|Ratios and supplemental data:                                       |  |                                         |           
|Per share market price, end of period (1)                           |  | $                                       | 1.69      
|Total return (2)                                                    |  |                                         | (14.92    
|Common shares outstanding, end of period                            |  |                                         | 50,582,441
|Weighted average common shares outstanding during period            |  |                                         | 50,582,441
|Net assets, end of period                                           |  | $                                       | 2,015,448 
|Annualized ratio of operating expenses to average net assets        |  |                                         | (10.83    
|Annualized ratio of net investment loss to average net assets       |  |                                         | (8.87     
|Portfolio Turnover                                                  |  |                                         | 27.06     



|1. |  | The
    shares of the Company's common stock were listed in the OTC Market beginning January 5, 2012.  There was no market
    price for the shares as of September 30, 2014.                                                                                                                                                                                                                                                                                             
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. |  | Total
    return is based on the change in net asset value during the period, adjusted for the impact of capital stock transactions
    and related offering costs. Since there was no market price for the nine months ended September 30, 2014 and the shares were
    not actively traded in 2014 and for the nine months ended September 30, 2015, total return based on stock price has not been
    presented for the nine months ended September 30, 2015 and 2014.





NOTE 6 – SUBSEQUENT EVENTS



In November 2015, the Company sold marketable
securities consisting of common shares for net proceeds of approximately 67,600.





17







Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations



As
used in this Form 10-Q, references to “Point Capital,” Company,” “we,” “our” or “us”
refer to Point Capital, Inc. unless the context otherwise indicates.



Forward-Looking
Statements



The
following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q
(the “Report”). This Report contains forward-looking statements which relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential”, or “continue” or the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these forward-looking statements.



While
these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements
to actual results.



Overview



We
are a closed-end, non-diversified investment company that has elected to be regulated as a business development company under
the Investment Company Act of 1940, as amended (the “1940 Act”).  As a business development company, we
are required to comply with certain regulatory requirements.  For instance, we generally have to invest at least 70%
of our total assets in “qualifying assets,” including securities of private U.S. companies, cash, cash equivalents,
U.S. government securities and high-quality debt investments that mature in one year or less. For the 2015 tax year, we will elect
to be treated for tax purposes as a regulated investment company, or a RIC, under Subchapter M of the Internal Revenue Code of
1986, as amended (the “Code”).



Investment
Strategy



We
will seek to invest in companies that are asset rich and generating cash flow on a sustainable basis. Further, when identifying
prospective portfolio companies, we will seek the following attributes, which we believe will help us generate higher total returns
with an acceptable level of risk. These attributes are:



| | ● | Strong
    management teams with meaningful equity ownership. We will seek experienced management teams with an established track
    record of success in place or available. We will typically require the portfolio companies to have proper incentives to align
    management’s goals with ours. Generally, we will seek companies in which the management teams have significant equity
    interests.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Secure
    market positions that present attractive growth opportunities. We will seek companies that we believe possess advantages
    in scale, scope, customer loyalty, product pricing, or product quality versus their competitors, minimizing sales risk and
    generating margins that can be readily forecast.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Industries
    with favorable trends.We will seek industries with favorable industry trends and companies performing well
    within their industries and poised to benefit from a catalyst.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | ● | Investing
    in private companies. We may invest in start-up companies or companies with speculative business plans.  We
    may also consider companies that are underperforming compared to their potential due to structural impediments with opportunities
    to restructure and refocus strategy and resources.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





18







| | ● | Diversification.
    We will seek to diversify our portfolio among companies engaged in a variety of industries, thereby potentially reducing the
    risk of a downturn in any one industry having a disproportionate impact on the value of our portfolio. We cannot assure you
    that we will be successful in this regard.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Structure
    financing terms to limit down side risk.Originating our own lending opportunities through our network will
    permit us to structure loans to enhance the element of capital preservation for our stockholders.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Private
    equity sponsorship. Often we will seek to participate in transactions sponsored by what we believe to be high-quality
    private equity firms. Point Capital’s senior management team believes that a private equity sponsor’s willingness
    to invest significant sums of equity capital into a company provides an additional level of due diligence investigation and
    is an implicit endorsement of the quality of the investment. Further, by co-investing with quality private equity firms which
    commit significant sums of equity capital with junior priority to our future debt investments, we may benefit from having
    due diligence on our investments performed by both parties.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Viable
    exit strategy. We intend to focus our investment activity primarily in companies whose business models and growth prospects
    offer attractive exit possibilities, including repayment of our investments, with the potential for capital gain on any equity
    interest we hold through an initial public offering of common stock, a merger, a sale or other recapitalization. See “Investment
    Objectives and Strategy.”
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We
plan to be the lead investor for transactions, as well as a co-investor with investment institutions for other transactions. Moreover,
we may acquire investments in the secondary loan market, and, in analyzing such investments, we will employ the same analytical
process that we use for our primary investments.



Portfolio
Update



As
of September 30, 2015, we held twenty portfolio companies all of which are non-controlled and non-affiliated investments.



MultiMedia
Platforms Inc. (MMPW) -On July 6, 2015, we completed an investment of $100,000 in a 9% convertible debenture and 333,334
warrants of MultiMedia Platforms Inc., an OTCQB listed company. We have the rightto
convert all or any portion of the then aggregate outstanding principal amount of this note, together with any accrued and unpaid
interest thereon, into shares of common stock of MMPW at the lower of $.30 per share or at such price that equals 85% of the price
of the MMPW’s common stock or common stock equivalent sold at the next equity or convertible debt financing with gross proceeds
to MMPW of no less than $1,000,000. Each warrant expires on March 6, 2018 and is exercisable
at an exercise price equal to the lesser of (i) $0.75 or (ii) 85% of the exercise price of the warrants issued at the next
equity or convertible debt financing with gross proceeds to MMPW of no less than $1,000,000.
MultiMedia Platforms Inc. is amultimedia technology and publishing company that integrates print media with social media,
and related online platforms, to deliver information and advertising to niche markets.



Home
Bistro, Inc. (“Home Bistro”) -On August 7, 2015, we completed an investment of $150,000 in a 15% convertible
debenture and 75,000 warrants ofHome Bistro, Inc.
We have the rightto convert all or any portion of the then aggregate outstanding principal amount of this note, together
with any accrued and unpaid interest thereon, into shares of common stock of Home Bistro at any time following a closing date,
at 75% of the pricing of the Home Bistro’s securities offered at their next round of financing. Each
warrant expires on August 7, 2020 and is exercisable at an exercise price equal to 150% of the pricing of Home Bistro’s
next round of financing.Home Bistro, Inc. is a private company.





19







Accelerize,
Inc. (ACLZ) -On August 17, 2015, we completed an investment of $100,000 in 100,000 shares of common stock and 60,000 warrants
of Accelerize Inc., an OTC BB listed company. Each warrant expires on August 17, 2020 and is exercisable at an exercise price
of $1.32. Accelerize, Inc.provides software solutions for businesses
interested in expanding their online advertising spending.



ID
Global Solution Corp. (IDGS) - On June 25, 2015, we completed an investment of $100,000 in a 10% convertible debenture and
2,200,000 warrants of ID Global Solution Corp., an OTCBB listed company. We have the right to convert all or any portion of the
then aggregate outstanding principal amount of this debenture, together with any accrued and unpaid interest thereon, into shares
of common stock of IDGSat $.03 per share. Each
warrant expires on June 25, 2020 and is exercisable at an exercise price of $0.05. ID Global Solution Corp. is an international
biometrics and payment processing company with a unique technology platform that provides valuable, secure payment processing
for consumers as well as for merchants.



Provectus
BioPharmaceuticals Inc. (PVCT) -On June 22, 2015, we completed an investment of $75,000 in 100,000 shares of common stock
and 100,000 warrants in Provectus BioPharmaceuticals Inc., an NYSE listed company. Each warrant expires on June 22, 2020 and is
exercisable at an exercise price of $0.85. Provectus BioPharmaceuticals Inc.is
a development-stage biopharmaceutical company that is primarily engaged in developing ethical pharmaceuticals for oncology and
dermatology indications. PVCTs goal is to develop alternative treatments that are safer, more effective, less invasive and more
economical than conventional therapies.



Pershing
Gold Corp. (PGLC) -On April 10, 2015, we completed an investment of $100,000 in 17,094 shares of common stock and 6,838 warrants
in Pershing Gold Corp., a NASDAQ listed company. Each warrant expires on April 10, 2017 and is exercisable at an exercise price
of $7.92. Pershing Gold Corp. operates as a gold exploration company that seeks out and develops significant gold exploration
and development properties in the state of Nevada.



MabVax
Therapeutics Holdings Inc. (MBVX) -On April 6, 2015, we completed an investment of $100,000 in 133,333 shares of common stock
and 66,667 warrants of MabVax Therapeutics Holdings Inc., an OTCBB listed company. Each warrants expire on October 6, 2017 and
are exercisable at $1.50 per common share. MabVax Therapeutics Holdings Inc. is a biopharmaceutical company that discovers, develops,
and commercializes small molecule drugs to treat serious diseases. MVBX’s most advanced product development programs are
for the treatment of cancer and diabetes.



Pulmatrix
Inc. (PULM) -On March 21, 2014, we completed a $150,003 investment in 8,276 shares of common stock and 8,276 warrants of
Pulmatrix, Inc. a NASDAQ listed company. These warrants expire on March 21, 2016 and the exercise price of these warrants is $18.125
per common share. Additionally, on February 13, 2015, we completed a $100,000 investment in a 5% convertible debenture of Pulmatrix,
Inc. On June 30, 2015, $100,000 of principal and $1,530 of interest of this 5% convertible debenture was converted into 14,768
shares of common stock. Pulmatrixfocuses on the discovery, development,
and commercialization of pharmaceutical-grade hypochlorous acid based therapeutics to prevent and treat infection in invasive
applications.



DatChat
Inc.Between February 6, 2015 and April 2, 2015, we completed a $100,150 investment in 2,000,000 shares of common stock in
DatChat, Inc., a private company that develops mobile messaging applications as well as other intellectual property. Additionally,
on May 2015, we completed a $30,000 investment in a 10% debenture.



Actinium
Pharmaceuticals Inc. (ATNM) -On February 6, 2015, we completed a $190,100 investment in 43,000 shares of common stock and
29,250 warrants of Actinium Pharmaceuticals Inc., a NYSE listed company. ATNM operates as a biopharmaceutical company that develops
alpha particle immunotherapeutic and other radiopharmaceuticals for select applications. The warrants expire on February 6, 2019
and are exercisable at $6.50 per common share. On May 26, 2015, we sold 4,000 shares of this common stock.





20







Optex
Systems Holdings, Inc. (OPXS) -On November 17, 2014, we completed a $100,000 investment in a 12% convertible debenture of
Optex Systems Holdings, Inc., an OTCBB listed company that manufactures optical sighting systems and assemblies primarily for
Department of Defense (DOD) applications. OPXS also manufactures and delivers numerous periscope configurations, rifle and surveillance
sights and night vision optical assemblies. On March 26, 2015, $100,000 of principal and $4,433 of interest of the convertible
debt converted into 64.10 shares of Series B Convertible Preferred Stock which is convertible into 41,773 shares of OPXS common
stock.



Vapor
Corp. (VPCO) -On November 14, 2014, we completed a $100,000 investment in a 7% convertible debenture and 90,909 warrants
of Vapor Corp., a NASDAQ listed company that markets and distributes electronic cigarettes. VPCO distributes electronic devices
that vaporize a liquid solution, which provides users an experience akin to smoking without actual combustion. The warrants expire
on November 14, 2019 and the exercise price of the warrants is $2.00 per share. On August 3, 2015, the Company collected the principal
amount of $100,000 and all unpaid and accrued interest. Additionally, in September 2015, pursuant to certain anti-dilutive provisions
in the convertible debt agreement, the Company received 21,428 common shares of VPCO.





iNeedMD
Holdings, Inc. (NEMD) -On October 15, 2014, we completed a $795 investment in 25,000 shares of common stock of iNeedMD Holdings
Inc., an OTCBB listedcompany that manufactures medical devices
that acquires and transmits health related data.



Orbital
Tracking Corp. (TRKK) -On October 10, 2014, we completed a $150,000 investment in 200,000 shares of Series C Preferred Stock
and 100,000 shares of Series D Preferred Stock of Orbital Tracking Corp., an OTC BB listed company thatprovides
satellite telecommunications voice airtime, tracking devices and services, and ground station construction. TRKK provides mobile
voice and data communications services globally via satellite. Each shares of Series C Preferred
converts into 10 shares of common stock. Each shares of Series D Preferred convert
into 20 shares of common stock.



Dejour
Energy, Inc. (DEJ)-On August 12, 2014, we completed a $200,000 investment in 800,000 shares of common stock and 800,000
warrants of Dejour Energy, Inc., a NYSE listed company. DEJis an
independent oil and natural gas company operating multiple exploration and production projects in North America's Piceance Basin
and Peace River Arch regions. The warrants expire on December 31, 2015 and the exercise
price of the warrants is $0.35 per share. We currently hold 800,000 warrants.



Xtant
Medical Holdings, Inc. (formerly Bacterin International Holdings, Inc.) (XTNT)-On August 1, 2014, we completed a
$131,248 investment in 23,026 shares of common stock and 11,513 warrants of Xtant Medical Holdings, Inc., a NYSE listed company
thatproduces human tissue for orthopedic procedures. BONE produces allografts of human calcellous bone which has been
demineralized. BONE also produces medical devices for orthopedic, plastic, and cardiovascular surgery; and antimicrobial coatings
for medical devices.The warrants expire on August 1, 2019 and the exercise price of the
warrants is $7.12 per share. We currently hold 11,513 warrants.





PishPosh,
Inc. -On July 2, 2014, we made an investment of $150,000 in convertible preferred stock and 50,000 three-year warrants exercisable
at $1.00 per share of PishPosh, Inc., a private company that operates a commerce platform serving parents and grandparents of
newborns, infants, and toddlers. $100,000 of the convertible preferred stock is convertible at $1.00 per common share and $50,000
is convertible at $0.2666 per common share.



Cesca
Therapeutics, Inc.(KOOL)-On June 13, 2014, we completed an $82,500 investment in 55,000 shares of common stock and
16,500 warrants of Cesca Therapeutics, Inc., a NASDAQ listed company that operates as a supplier of products targeting the worldwide
adult stem cell market.KOOL offers automated and semi-automated devices and single-use processing disposables that enable
the collection, processing and cryopreservation of stem cells and other cellular tissues from cord blood and bone marrow used
in regenerative medicine. The warrants expire on June 13, 2019 and the exercise price of the warrants is $1.55 per share. We currently
hold 16,500 warrants.



Arista
Power, Inc. (ASPW)-On March 31, 2014, we completed a $100,000 investment in 9% convertible preferred stock and 750,000
warrants of Arista Power, Inc., an OTCBB listed company that develops and manufactures renewable power equipment. ASPW produces
wind turbines, solar energy systems, and custom-designed power management systems. The Preferred Stock is convertible into shares
of common stock at a conversion price equal to $0.20 per common share. The warrants expire on March 31, 2019 and the exercise
price of the warrants is $0.25 per common share.





21







CombiMatrix
Corp. (CBMX) -On December19, 2013, we completed an $80,000 investment in Series D Convertible Preferred Stock and
warrants of CombiMatrix Corp., a Nasdaq-listed company. CBMX is a molecular diagnostics company specializing in DNA-testing services
for development disorders. The preferred stock was converted into common stock at $2.06 per share. The warranst expire on
December 19, 2018 and the exercise price of the warrants is $3.12 per common share.We currently hold 38,835 warrants of
CombiMatrix.



Results
of Operations



The
following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial
statements and the notes thereto.



For
the three and nine months ended September 30, 2015, the principal measure of our financial performance was the net increase (decrease)
in our net assets resulting from operations, which includes:



| | (i) | Net
                                         investment income (loss),which
                                         is primarily the interest and dividends earned from investing in debt and equity securities,
                                         less our operating expenses and provision or benefit for income taxes;            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                              
| |     | Net
                                         realized gain (loss) on investments which reflects the difference between the proceeds
                                         from an exit of an investment and the cost at which the investment was carried on our
                                         consolidated balance sheets, and;
| |     |                                                                                                                                                                                                                                                                                                                                              



| | (ii) | Net
                                         change in unrealized appreciation (depreciation) on investments.  Net investment
                                         income (loss) is the difference between our income from interest, dividends, fees and
                                         other investment income and our operating expenses.  Net realized gain (loss),
                                         if any, is the difference between the net proceeds from the disposition of portfolio
                                         company securities and their stated cost.  Net unrealized appreciation (depreciation)
                                         from investments is the net change in the fair value of our investment portfolio.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Investment
Income.  We recognize investment income on our investments which includes interest income from cash and cash equivalents
and our convertible debenture investments, dividend income from our convertible preferred investment, and income from the receipt
of common shares received pursuant to anti-dilutive terms in certain investments. For the three months ended September 30, 2015
and 2014, investment income amounted to $11,606 and $4,510, respectively. For the nine months ended September 30, 2015 and 2014,
investment income amounted to $24,448 and $15,918, respectively. The increase was attributable to an increase in investments made
in convertible debt instruments.





Operating
Expenses.Operating expenses consist of compensation expense, professional fees which include accounting fees, filing
fees related to SEC required filings, consulting expense, and insurance expense. For the three months ended September 30, 2015,
total operating expenses were $45,545 as compared to $151,048 for the three months ended September 30, 2014, a decrease of $105,503.
The decrease was primarily attributable a decrease in stock-based consulting fees of $112,500 and other consulting fees of $18,000
offset be an increase in compensation of $24,168. For the nine months ended September 30, 2015, total operating expenses were
$191,829 as compared to $221,933 for the nine months ended September 30, 2014, a decrease of $30,104. The decrease was primarily
attributable a decrease in stock-based consulting fees of $112,500 and other consulting fees of $18,000 offset by an increase
in compensation of $74,370 and an increase in professional fees of $26,563.



Net
Realized Gain (Loss) on Investments.Forthe three
months ended September 30, 2015 and 2014, we realized a net gain (loss) from the partial sales of our investments of $59,220
and $104,260, respectively. For the nine months
ended September 30, 2015 and 2014, we realized a net gain (loss) from the partial sales of our investments of $(54,515)
and $104,260, respectively.



Net Change in Unrealized Appreciation
(Depreciation) on Investments.As of September 30, 2015 and December 31, 2014, the cost basis in our portfolio companies
was $1,950,850 and $1,163,250 with a fair market value of $1,601,646 and $1,008,437, respectively. The net change in unrealized
appreciation (depreciation) on investments for the three months ended September 30, 2015 and 2014 was $(486,125) and $(293,023),
respectively. The net change in unrealized depreciation on investments for the nine months ended September 30, 2015 and 2014 was
$194,391 and $228,221, respectively.





22







Net Increase (Decrease) in Net
Assets Resulting from Operations.For the three months ended September 30, 2015 and 2014, the net decrease in net
assets resulting from operations was $(460,844) and $(335,301), respectively. For the nine months ended September 30, 2015 and
2014, the net decrease in net assets resulting from operations was $(416,287) and $(329,976), respectively,



Liquidity
and Capital Resources



As
of September 30, 2015, the Company had $779,243 in cash and cash equivalents, compared to $1,739,520 as of December 31, 2014,
a decrease of $960,277. This decrease was primarily attributable to purchase of investments of approximately $1,195,000 offset
by proceeds from the sale of investments of $353,000 generated from the sale of certain investments in portfolio companies.



The
Company believes that our existing available cash will enable the Company to meet the working capital requirements for at least
12 months.



Operating,
Investing and Financing Cash Flows



For
the nine months ended September 30, 2015 and 2014, net cash used in operations was $960,277 and $798,589, respectively. Our
cash flow used in operations for the nine months ended September 30, 2015 and 2014 was primarily attributable to our net
loss and the purchase of investments offset by proceeds from the sale of investments.



For
the nine months ended September 30, 2015 and 2014, net cash provided by financing activities was $0 and $791,860, respectively.
Our cash flow from financing activities during the nine months ended September 30, 2014 was primarily due to $840,000 in
proceeds received from the sale of our common stock offset by the repayment of notes payable of $15,000 and the payment of offering
costs of $33,140.



We
currently have no commitments with any person for any capital expenditures.



Off-Balance
Sheet Arrangements



We
have no off-balance sheet arrangements.





Stock-Based Compensation for Obtaining
Director Services



We
entered into an agreement with our directors to issue each independent director of the board 112,500 options for the first quarter
of 2015 and 37,500 on the first day of each quarter going forward at a strike price equal to the then fair market value. Each
option issuance vests over a 3-month period. On January 1, 2015, each independent director of the Company’s board was issued
112,500 five year non-qualified options to purchase shares of the Company’s common stock at $0.30. On April 1, 2015, each
independent director of the Company’s board was issued 37,500 five year non-qualified options to purchase shares of the
Company’s common stock at $0.30. On July 1, 2015, each independent director of the Company’s board was issued 37,500
five year non-qualified options to purchase shares of the Company’s common stock at $0.30. As of September 30, 2015 there
are 562,500 options exercisable.



As
of September 30, 2015, there was no unvested stock-based compensation expense to recognize. Total share-based compensation expense
recognized was $62,758 for the nine months ended September 30, 2015. The aggregate intrinsic value at September 30, 2015 was $0
and was calculated based on the difference between the Company’s share price established in its most recent private placement
memorandum (“PPM”) and the exercise price of the underlying options.



23









To
calculate the option-based compensation, the Company used the Black-Scholes option-pricing model. The Company’s determination
of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by the Company’s stock
price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the
Company’s expected stock price volatility over the term of the awards, risk-free interest rate, and the expected life of
the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of
the stock options. The expected volatility, holding period, and forfeitures of options are based on historical experience. To
determine the fair value of the stock options, the Company utilized a 1.63% risk-free rate and 40% volatility.



Item 3. Quantitative and Qualitative Disclosures about Market Risk.



During
the normal course of its business, the Company trades various financial instruments and enters into various financial transactions
where the risk of potential loss due to market risk, credit risk and other risks can equal or exceed the related amounts recorded.
The success of any investment activity is influenced by general economic conditions that may affect the level and volatility of
equity prices, interest rates and the extent and timing of investor participation in the markets for both equity and interest
rate sensitive investments. Unexpected volatility or illiquidity in the markets in which the Company directly or indirectly holds
positions could impair its ability to carry out its business and could cause losses to be incurred.



Market
risk represents the potential loss that can be caused by increases or decreases in the fair value of investments resulting from
market fluctuations.



Credit
risk represents the potential loss that would occur if counterparties fail to perform pursuant to the terms of their obligations.
In addition to its investments, the Company is subject to credit risk to the extent a custodian or broker with whom it conducts
business is unable to fulfill contractual obligations.



Item 4. Controls and Procedures.



Under
the supervision and with the participation of our management, our principal executive officer and principal financial officer
included, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and
Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2015. Based on this evaluation,
our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were
ineffective at such time to ensure that information required to be disclosed by us in the reports filed or submitted under the
Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities
and Exchange Commission’s rules and forms. Our principal executive officer and principal financial officer also concluded
that our disclosure controls, which are designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Securities Exchange Act is accumulated and communicated to management, was inappropriate to allow
timely decisions regarding required disclosure. Additionally, based on management’s assessment, the Company determined that
there were significant weaknesses in its internal control over financial reporting as of September 30, 2015 as discussed in Item
9A. Controls and Procedures in our most recent 10-K filing (filed on March 31, 2015).



We have begun to take steps
to improve our internal controls over financial reporting and to the extent possible, we will implement procedures to assure that
the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals
and to allow timely decisions regarding required disclosure.





Changes
in Internal Controls over Financial Reporting



There
were no changes in our internal controls over financial reporting that occurred during the period covered by this report that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





24







PART
II



OTHER
INFORMATION



Item 1. Legal Proceedings.



There
are no pending legal proceedings to which we are a party or in which any of our directors, officers or affiliates, any owner of
record or beneficially of more than 5% of any class of voting securities of our company, or security holder is a party adverse
to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.



Item 1A. Risk Factors



There
have been no material changes to our risk factors as previously disclosed in our most recent 10-K filing.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.



Unregistered
Sales of Equity Securities



On
July 1, 2015, the Board granted each of the three non-employee members of the Board non-qualified stock options to purchase up
to 37,500 shares of the Company’s common stock each for an aggregate of 112,500 stock options, which shall be at an exercise
price of $.30 per share, the fair market value of the Company’s common stock on the date of grant, expiring five years from
the date of issuance. Such option shall vest in equal amounts over a period of three months at the rate of 12,500 shares per month.
The issuance of such securities was exempt from registration pursuant to Section 4(2) of
the Securities Act and Regulation D promulgated thereunder.





Item 3. Defaults Upon Senior Securities.



Not applicable.



Item 4. Mine Safety Disclosures.



Not applicable.



Item 5. Other Information.





During the quarter ended September 30, 2015 the Company was
contacted by the Securities and Exchange Commission with respect to potential non-compliance by the Company of certain provisions
of the Investment Company Act of 1940. Subsequent to the Company responding to the issues raised on a conference call among the
Securities and Exchange Commission and certain representatives of the Company, the Company has had no further communication with
the Commission regarding this matter.



Item 6. Exhibits



|Exhibit
    No. |  | Description                                                                                    
|--------------- |  | -----------------------------------------------------------------------------------------------
|                |  |                                                                                                
|31.1            |  | Rule
    13a-14(a)/15d14(a) Certifications of Richard A Brand, the Principal Executive Officer*
|                |  |                                                                                                
|31.2            |  | Rule
    13a-14(a)/15d14(a) Certifications of Adam Wasserman, the Principal Financial Officer* 
|                |  |                                                                                                
|32.1            |  | Section
    1350 Certifications of Richard A. Brand, the Principal Executive Officer*          
|                |  |                                                                                                
|32.2            |  | Section
    1350 Certifications of Adam Wasserman, the Principal Financial Officer*            



* Filed
herewith.



25







SIGNATURES



Pursuant
to the requirements 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.



|POINT
    CAPITAL, INC. |                                                                                          
|----------------------- | -----------------------------------------------------------------------------------------
|                        |                                                                                          
|By:                     | /s/ Richard
    A. Brand                                                                 
|                        | Name:
    Richard A. Brand                                                               
|                        | Title:   Chairman,
    Chief Executive Officer and Director (Principal Executive Officer)



|Dated:
    November 20, 2015 |                                                                                  
|---------------------------- | ---------------------------------------------------------------------------------
|                             |                                                                                  
|By:                          | /s/ Adam
    Wasserman                                                           
|                             | Name:
    Adam Wasserman                                                         
|                             | Title:   Chief
    Financial Officer (Principal Financial and Accounting Officer)





Dated: November
20, 2015





26