What changed in this filing

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Item 1A. Risk Factors

2018-02-20 compared with 2017-01-25 · 99 added, 102 removed, 36 unchanged (85% of the section changed)

RISK FACTORS.

Our limited operating history may not

serve as an adequate basis to judge our future prospects and results of operations .

Financial Gravity has a relatively limited

operating history.

Our limited operating history and the unpredictability of the wealth management industry make it difficult for

investors to evaluate our business.

An investor in our securities must consider the risks, uncertainties and difficulties frequently

encountered by companies in rapidly evolving markets.

We will need additional

financing to implement our business plan.

The Company will need additional financing to fully implement its business plan in

a manner that not only continues to expand an already established direct-to-consumer approach, but also allows the Company to establish

The Company’s limited operating

history may not serve as an adequate basis to judge its future prospects and results of operations .

Financial Gravity has

a relatively limited operating history.

Its limited operating history and the unpredictability of the wealth management industry

make it difficult for investors to evaluate its business.

An investor in its securities must consider the risks, uncertainties

and difficulties frequently encountered by companies in rapidly evolving markets.

The Company will need additional financing

to implement its business plan.

The Company will need additional financing to fully implement its business plan in a manner

that not only continues to expand an already established direct-to-consumer approach, but also allows the Company to establish

a stronger brand name in all the areas in which it operates.

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Increase its marketing efforts and lead generation.

There are no assurances that additional

financing will be available on favorable terms, or at all.

If additional financing is not available, the Company will need to reduce,

defer or cancel development programs, planned initiatives and overhead expenditures.

The failure to adequately fund its capital

requirements could have a material adverse effect on the Company’s business, financial condition and results of operations.

Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company’s

stockholders, and incurring additional indebtedness could involve the imposition of covenants that restrict the Company’s

Our products and services are subject

to changes in applicable laws and regulations.

The Company’s business is particularly subject to changing

federal and state laws and regulations related to the provision of financial services to consumers.

The Company’s continued

success depends in part on its ability to anticipate and respond to these changes, and the Company may not be able to respond in

a timely or commercially appropriate manner.

If the Company fails to adjust its products and services in response to changing legal

and/or regulatory requirements, the ability to deliver its products and services may be hindered, which in turn could have an adverse

effect on the Company’s business, financial condition and results of operations.

We may continue

to encounter substantial competition in our business.

The Company believes that existing and new competitors will

continue to improve their products and services, as well as introduce new products and services with competitive price and performance

characteristics.

The Company expects that it must continue to innovate, and to invest in product development and productivity improvements,

to compete effectively in the several markets in which the Company participates.

The Company’s competitors could develop

a more efficient product or service or undertake more aggressive and costly marketing campaigns than those implemented by the Company,

which could adversely affect the Company’s marketing strategies and have an adverse effect on the Company's business, financial

condition and results of operations.

Important factors

affecting the Company's current ability to compete successfully include:

There are no assurances that additional financing

will be available on favorable terms, or at all.

If additional financing is not available, the Company will need to reduce, defer

or cancel development programs, planned initiatives and overhead expenditures.

The failure to adequately fund its capital requirements

could have a material adverse effect on the Company’s business, financial condition and results of operations.

the sale of additional equity securities to raise financing will result in additional dilution to the Company’s stockholders

and incurring additional indebtedness could involve the imposition of covenants that restrict the Company’s operations.

The Company’s products and services

are subject to changes in applicable laws and regulations .

The Company’s business is particularly subject

to changing federal and state laws and regulations related to the provision of financial services to consumers.

The Company’s

continued success depends in part on its ability to anticipate and respond to these changes, and the Company may not be able to

respond in a timely or commercially appropriate manner.

If the Company fails to adjust its products and services in response to

changing legal and/or regulatory requirements, the ability to deliver its products and services may be hindered, which in turn

could have an adverse effect on the Company’s business, financial condition and results of operations.

The Company may continue to encounter

substantial competition in its business .

The Company believes that existing and new competitors will continue to

improve their products and services, as well as introduce new products and services with competitive price and performance characteristics.

The Company expects that it must continue to innovate, and to invest in product development and productivity improvements, to compete

effectively in the several markets in which the Company participates.

The Company’s competitors could develop a more efficient

product or service or undertake more aggressive and costly marketing campaigns than those implemented by the Company, which could

adversely affect the Company’s marketing strategies and have an adverse effect on the Company's business, financial condition

and results of operations.

Important factors affecting the Company's current

ability to compete successfully include:

lead generation and marketing costs;

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existing markets, or that the Company will be able to continue to compete successfully against its competition.

We may not successfully

manage our growth.

Our success will depend upon the expansion of our operations and the effective management of our growth,

which will place a significant strain on our management and on our administrative, operational and financial resources.

this growth, we must expand our facilities, augment our operational, financial and management systems, and hire and train additional

qualified personnel.

If we are unable to manage our growth effectively, our business would be harmed.

We rely on key executive officers, and

their knowledge of our business and technical expertise would be difficult to replace.

We are highly dependent on our executive

If one or more of the Company's senior executives or other key personnel are unable or unwilling to continue in their

present positions, the Company may not be able to replace them easily or at all, and the Company’s business may be disrupted.

Competition for senior management personnel is intense, the pool of qualified candidates is very limited, and we may not be able

to retain the services of our senior executives or attract and retain high-quality senior executives in the future.

could have a material adverse effect on the Company's business, financial condition and results of operations.

We may never pay dividends to our common

stockholders.

The Company currently intends to retain its future earnings to support operations and to finance expansion;

The Company may not successfully manage

The Company’s success will depend upon the expansion of its operations and the effective management

of its growth, which will place a significant strain on its management and on its administrative, operational and financial resources.

To manage this growth, it must expand its facilities, augment its operational, financial and management systems, and hire and train

additional qualified personnel.

If it is unable to manage its growth effectively, its business would be harmed.

The Company relies on key executive officers,

and their knowledge of its business and technical expertise would be difficult to replace .

The Company is highly

dependent on its executive officers.

If one or more of the Company's senior executives or other key personnel are unable or unwilling

to continue in their present positions, the Company may not be able to replace them easily or at all, and the Company’s business

may be disrupted.

Competition for senior management personnel is intense, the pool of qualified candidates is very limited, and

it may not be able to retain the services of its senior executives or attract and retain high-quality senior executives in the

Such failure could have a material adverse effect on the Company's business, financial condition and results of operations.

The Company may never pay dividends to

its common stockholders .

The Company currently intends to retain its future earnings to support operations and to

finance expansion;

accordingly, the Company does not anticipate paying any cash dividends in the foreseeable future.

The declaration, payment and amount of

any future dividends on common stock will be at the discretion of the Company's Board of Directors, and will depend upon, among

other things, earnings, financial condition, capital requirements, level of indebtedness and other considerations the Board of

Directors considers relevant.

There is no assurance that future dividends will be paid on common stock or, if dividends are paid,

the amount thereof.

Our common stock is quoted through the

OTC Markets, which may have an unfavorable impact on our stock price and liquidity.

The Company’s common stock

is quoted on the OTC Markets, which is a significantly more limited market than the New York Stock Exchange or NASDAQ.

volume may be limited by the fact that many major institutional investment funds, including mutual funds, follow a policy of not

investing in OTC Markets stocks and certain major brokerage firms restrict their brokers from recommending OTC Markets stocks because

they are considered speculative and volatile.

The trading volume of the Company’s

common stock has been and may continue to be limited and sporadic.

As a result, the quoted price for the Company’s common

stock on the OTC Markets may not necessarily be a reliable indicator of its fair market value.

The declaration, payment and amount of any

future dividends on common stock will be at the discretion of the Company's Board of Directors, and will depend upon, among other

things, earnings, financial condition, capital requirements, level of indebtedness and other considerations the Board of Directors

considers relevant.

There is no assurance that future dividends will be paid on common stock or, if dividends are paid, the amount

The Company’s common stock is quoted

through the OTC Markets, which may have an unfavorable impact on its stock price and liquidity .

The Company’s

common stock is quoted on the OTC Markets, which is a significantly more limited market than the New York Stock Exchange or NASDAQ.

The trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, follow a

policy of not investing in OTC Markets stocks and certain major brokerage firms restrict their brokers from recommending OTC Markets

stocks because they are considered speculative and volatile.

The trading volume of the Company’s common

stock has been and may continue to be limited and sporadic.

As a result, the quoted price for the Company’s common stock

on the OTC Markets may not necessarily be a reliable indicator of its fair market value.

Additionally, the securities of small capitalization

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companies is generally volatile, with wide price fluctuations not necessarily related to the operating performance of such companies.

Our common stock

is subject to price volatility unrelated to our operations.

The market price of the Company’s common stock

could fluctuate substantially due to a variety of factors, including market perception of the Company’s ability to achieve

its planned growth, operating results of the Company and of other companies in the same industry, trading volume in the Company’s

common stock, changes in general conditions in the economy and the financial markets or other developments affecting the Company

or its competitors.

Our common stock

is classified as a “penny stock.”

Rule 3a51-1 of the Securities Exchange

Act of 1934 establishes the definition of a “penny stock,”

for purposes relevant to us, as any equity security that

has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited

number of exceptions which are not available to us.

It is likely that the Company’s common stock will be considered to be

a penny stock for the immediately foreseeable future.

The Company’s common stock is subject

to price volatility unrelated to its operations .

The market price of the Company’s common stock could fluctuate

substantially due to a variety of factors, including market perception of the Company’s ability to achieve its planned growth,

operating results of the Company and of other companies in the same industry, trading volume in the Company’s common stock,

changes in general conditions in the economy and the financial markets or other developments affecting the Company or its competitors.

The Company’s common stock is classified

as a “penny stock.”

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a “penny

stock,”

for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or

with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us.

is likely that the Company’s common stock will be considered to be a penny stock for the immediately foreseeable future.

For any transaction involving a penny stock,

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has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also provide

disclosure to its customers, prior to executing trades, about the risks of investing in penny stocks in both public offerings and

in secondary trading, the commissions payable to both the broker-dealer and the registered representative, and the rights and remedies

available to an investor in cases of fraud in penny stock transactions.

Because of these

regulations, broker-dealers may not wish to furnish the necessary paperwork and disclosures and/or may encounter difficulties in

their attempt to buy or sell shares of the Company’s common stock, which may in turn affect the ability of Company stockholders

to sell their shares.

The broker or dealer must also provide disclosure

to its customers, prior to executing trades, about the risks of investing in penny stocks in both public offerings and in secondary

trading, the commissions payable to both the broker-dealer and the registered representative, and the rights and remedies available

to an investor in cases of fraud in penny stock transactions.

Because of these regulations, broker-dealers

may not wish to furnish the necessary paperwork and disclosures and/or may encounter difficulties in their attempt to buy or sell

shares of the Company’s common stock, which may in turn affect the ability of Company stockholders to sell their shares.

Accordingly, the penny stock classification

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analyst coverage.

UNRESOLVED STAFF COMMENTS.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors