What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2019-01-15 compared with 2018-02-20 · 203 added, 212 removed, 192 unchanged (68% of the section changed)

16 unchanged sentences

Fourth Quarter

The above prices reflect inter-dealer prices,

without retail mark-up, mark-down or commissions and may not represent actual transactions.

The approximate number of stockholders of

record of the Company’s Common Stock on February 15, 2018 was 1,689.

The above prices reflect inter-dealer

prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

The approximate number of stockholders

of record of the Company’s Common Stock on December 31, 2018 was 1,689.

The Company has never paid any cash dividends

2 unchanged sentences

During the year ended September 30, 2017,

the Company issued an additional 725,000 shares of common stock to a number of accredited investors pursuant to the private

placement, for an aggregate price of $725,000.

Subsequent to September 30, 2017, an aggregate of 100,000

shares of the Company’s common stock have been sold for $100,000.

Additionally, an aggregate of 50,000 warrants to purchase

the Company’s common stock have been issued in conjunction with the sale of the Company’s common stock.

Subsequent to September 30, 2017, an aggregate of 372,500

options to purchase the Company’s common stock have been granted.

The sales of the securities

identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities

and, accordingly, the Company believes that these transactions were exempt from the registration requirements of the

Securities Act pursuant to Section 4(2) thereof.

Each investor represented that such investor either (A) is an

“accredited investor,”

(B) has such knowledge and experience in financial and business matters that the investor

is capable of evaluating the merits and risks of acquiring the shares of the Company’s common stock, or (C)

appointed an appropriate person to act as the investor’s purchaser representative in connection with evaluating the

merits and risks of acquiring the shares of the Company’s common stock.

The investors received written

disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to

a registration or an available exemption from such registration.

All of the foregoing securities are deemed restricted

securities for purposes of the Securities Act.

The Company’s option grants

were effected pursuant to Rule 701 promulgated under the Securities Act.

the Company issued an additional 725,000 shares of common stock to a number of accredited investors pursuant to the private placement,

for an aggregate price of $725,000.

During the year ended September 30, 2018

an aggregate of 100,000 shares of the Company’s common stock have been sold for $100,000.

Subsequent to September 30, 2018, an aggregate of 150,000 options

to purchase the Company’s common stock have been granted.

The sales of the securities identified

above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly,

the Company believes that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section

4(2) thereof.

Each investor represented that such investor either (A) is an “accredited investor,”

(B) has such knowledge

and experience in financial and business matters that the investor is capable of evaluating the merits and risks of acquiring the

shares of the Company’s common stock, or (C) appointed an appropriate person to act as the investor’s purchaser representative

in connection with evaluating the merits and risks of acquiring the shares of the Company’s common stock.

The investors received

written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant

to a registration or an available exemption from such registration.

All of the foregoing securities are deemed restricted securities

for purposes of the Securities Act.

The Company’s option grants were

affected pursuant to Rule 701 promulgated under the Securities Act.

Repurchases of Equity Securities

The Company did not repurchase any of its equity

securities during the years ended September 30, 2017 or 2016.

The Company did not repurchase any of its

equity securities during the years ended September 30, 2018 or 2017.

SELECTED FINANCIAL DATA.

Not applicable.

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

27 unchanged sentences

Financial Gravity’s Subsidiaries:

Financial Gravity Holdings,

This entity was created to

engage in the acquisition and integration of financial and other businesses which will deliver a wide range of accounting, tax

planning and management services to high net worth individuals and businesses in the Dallas/Fort Worth region, with further expansion

into other markets in accordance with its long-term growth rate and strategic business plan.

Financial Gravity Holdings, Inc.

This entity was created to engage in the

acquisition and integration of financial and other businesses which will deliver a wide range of accounting, tax planning and management

services to high net worth individuals and businesses in the Dallas/Fort Worth region, with further expansion into other markets

in accordance with its long-term growth rate and strategic business plan.

Financial Gravity Operations, Inc .

This entity was created to raise capital to

take the company public, and will be eliminated now that the public transaction is complete.

This entity was created to raise capital

to take the company public and will be eliminated now that the public transaction is complete.

This entity integrates the delivery

4 unchanged sentences

now be handled by Financial Gravity Companies, Inc.

Financial Gravity Tax

Financial Gravity has developed a precise procedure

that has proven to be very successful in delivering lower taxes, higher profit, and greater wealth for small business owners.

The process begins with an extensive and comprehensive

review of the client’s needs.

Financial Gravity Tax, Inc.

formerly Business Legacy, Inc.

Financial Gravity has developed a precise

procedure that has proven to be very successful in delivering lower taxes, higher profit, and greater wealth for small business

The process begins with an extensive and

comprehensive review of the client’s needs.

This assessment sets the requirements for the program that is subsequently developed.

Financial Gravity designs a unique "Tax Blueprint®"

Next, Financial Gravity designs a unique "Tax Blueprint®"

which identifies several strategies for lowering the client's

16 unchanged sentences

(the Company guarantee’s to find double its initial

fee in tax savings), clients are quick to sign up for proactive tax planning.

Lowering their personal taxes then fuels insurance,

wealth and business services sales.

These multi-tiered sales provide a 4-8 times multiple to a typical accounting or bookkeeping

SBO’s look for two things from a typical

CPA and bookkeeping firm, (1).

(the Company guarantees to find double its initial fee in

tax savings), clients are quick to sign up for proactive tax planning.

Lowering their personal taxes then fuels insurance, wealth

and business services sales.

These multi-tiered sales provide a 4-8 times multiple to a typical accounting or bookkeeping practice.

SBO’s look for two things from a

typical CPA and bookkeeping firm, (1).

Lower personal income taxes;

Numbers that help them run/grow their business better.

is no national firm that provides these two services at any level.

Its tax planning sets us apart from typical accounting and tax

preparation firms.

There is no national firm that provides these two services at any level.

Its tax planning sets us apart from typical accounting

and tax preparation firms.

The Company looks forward to setting up a client’s business to be tax efficient.

The typical service model

employed by CPA firms is oriented more toward compliance, which is the recording of historical data.

These providers work on historical

records instead of looking forward to proactively plan.

SBOs are growing more and more frustrated with accountants who “put

numbers in boxes”

when what’s truly needed is a partner to help advise them in how to be more efficient in their business.

The typical service

model employed by CPA firms is oriented more toward compliance, which is the recording of historical data.

These providers work

on historical records instead of looking forward to proactively plan.

SBOs are growing more and more frustrated with accountants

who “put numbers in boxes”

when what’s truly needed is a partner to help advise them in how to be more efficient

in their business.

Many SBOs can’t read a P/L or Balance Sheet and even when they can, the data is often too old to act on.

As technology speeds

up the pace of business real time data is becoming more important.

Most CPAs don’t even calculate tax savings for their clients,

as asking CPA’s to produce unique data to each client is outside the factory mentality of the profession.

The average tax

savings is over $20,000 per year per business owner.

Financial Gravity Tax is pursuing several M&A and/or partnership opportunities

to deliver on the product Bookkeeping with Purpose®, that will help deliver the promised tax savings and producer actionable

real time data.

Financial Gravity Wealth

After saving thousands in taxes, clients are

happy to trust us with the management of their wealth, especially when treated to a different wealth management experience.

Gravity Wealth is a Registered Investment Advisory (RIA) firm.

An RIA is an advisor or firm engaged in financial planning and wealth

management business and is registered either with the Securities and Exchange Commission (SEC) or state securities authorities.

An RIA has a fiduciary duty to his or her clients, which means that he or she has a fundamental obligation to provide suitable

investment advice and always act in the clients' best interests.

The Department of Labor’s Fiduciary

Rule is a new ruling, scheduled to be phased in April 10, 2017 –

1, 2018, that will automatically elevate all financial

professionals who work with retirement plans or provide retirement planning advice to the level of a fiduciary, bound legally

and ethically to meet the standards of that status.

While the impact of this rule is uncertain, the Company is positioned to do

what it have always done, control advisor fees and reduce one of the biggest “fees”

in a mutual fund and ETF portfolio,

which is “tax friction”.

These taxes erode about 1% per year in performance.

Only 5% of all financial planners are RIAs.

As technology speeds up the pace of business real time data is becoming more important.

Most CPAs don’t even calculate tax

savings for their clients, as asking CPA’s to produce unique data to each client is outside the factory mentality of the

The average tax savings is over $20,000 per year per business owner.

Financial Gravity Tax is pursuing several M&A

and/or partnership opportunities to deliver on the product Bookkeeping with Purpose®, that will help deliver the promised tax

savings and producer actionable real time data.

Financial Gravity Wealth, Inc.

formerly Pollock Advisory

After saving thousands

in taxes, clients are happy to trust us with the management of their wealth, especially when treated to a different wealth management

Financial Gravity Wealth is a Registered Investment Advisory (RIA) firm.

An RIA is an advisor or firm engaged in financial

planning and wealth management business and is registered either with the Securities and Exchange Commission (SEC) or state securities

An RIA has a fiduciary duty to his or her clients, which means that he or she has a fundamental obligation to provide

suitable investment advice and always act in the clients' best interests.

The Department

of Labor's fiduciary rule is officially dead.

The fiduciary rule, also known officially as the “Conflict of Interest”

rule, states advisers have to give conflict-free advice on retirement accounts, putting their clients' needs ahead of their own

potential compensation.

Although the Department

of Labor’s Fiduciary Rule was struck down by the Fifth Circuit Court, we will still maintain the fiduciary standard as a

company, because we think it is best for the client.

Only 5% of all

financial planners are RIAs.

The advantage of the RIA model is lower cost to the client.

Also, since RIAs are not compensated by commissions on financial products,

their advice is considered less biased and more accurate.

Coupled with tax savings, its status as an RIA makes the Company very

attractive to the most profitable clients.

Financial Gravity Business

The complexity of Advanced Tax Planning next

fuels Financial Gravity Business services.

Also, since RIAs are not compensated by

commissions on financial products, their advice is considered less biased and more accurate.

Coupled with tax savings, its status

as a RIA makes the Company very attractive to the most profitable clients.

Financial Gravity Business, LLC formerly Cloud9b2b, LLC

The complexity of Advanced Tax Planning

next fuels Financial Gravity Business services.

The first product that was developed with a partner is Advisor Architect.

is designed to help financial advisors and accountants run their businesses better.

The Company intends to test the service offering

/ coaching program with the first two markets where it has the most experience and then roll out the service offering to other

industries at a later date.

Clients spend some of their tax savings from Financial Gravity Tax planning for these services, rendering

them “cost neutral”.

product is designed to help financial advisors and accountants run their businesses better.

The Company intends to test the service

offering / coaching program with the first two markets where it has the most experience and then roll out the service offering

to other industries at a later date.

Clients spend some of their tax savings from Financial Gravity Tax planning for these services,

rendering them “cost neutral”.

The Company has also developed its Partner

9 unchanged sentences

Gravity Business but will be sold and build revenue in the Tax Coach Software platform.

Financial Gravity Ventures

Financial Gravity Ventures, LLC formerly Cloud9Accelerator,

This entity in the Company’s corporate

2 unchanged sentences

As mentioned earlier, Financial Gravity is pursuing several acquisition opportunities.

Tax Coach Software

Tax Master Network, LLC formerly Tax Coach Software,

Tax Coach Software (TCS) was a key acquisition

6 unchanged sentences

for this group and rolled out new client systems in mid-2016.

Sash Corporation

Sash Corporation dba Metro Data Processing

Sash Corporation dba Metro Data Processing,

based in Tulsa, OK was the Company’s first acquisition and Metro Data Processing is based in Tulsa, OK.

2 unchanged sentences

tax services.

The Company goes to market primarily via Financial

Advisors and accountants.

Its Partner Program is proven to provide financial professionals with recognized trademarked service

offerings, business support, and marketing materials.

These trademarks/servicemarks include Financial Gravity®, Tax Blueprint®,

Tax Operating System®, Bookkeeping with Purpose®, Diversity Trinity®, Investor Peace University®, Factor Based

Investing™, Fractional Family Office®, TaxCoach™, and Certified Business Strategist™

offerings, allowing

financial professionals in its Partner Program to add additional value to their clients and their business.

Over the past few years the Company has undertaken

significant effort, and invested considerable capital, in order to attract and maintain a qualified and capable staff, develop

The business accounts of Sash Corporation dba Metro Data Processing (MDP) were sold to Automatic Data Processing

Subsequent to the sale, MDP filed for dissolution and all financial accounts were closed prior to fiscal year end.

The Company goes to market primarily via

Financial Advisors and accountants.

Its Partner Program is proven to provide financial professionals with recognized trademarked

service offerings, business support, and marketing materials.

These trademarks/servicemarks include Financial Gravity®, Tax

Blueprint®, Tax Operating System®, Bookkeeping with Purpose®, Diversity Trinity®, Investor Peace University®,

Factor Based Investing™, Fractional Family Office®, TaxCoach™, and Certified Business Strategist™

allowing financial professionals in its Partner Program to add additional value to their clients and their business.

Over the past few years the Company has

undertaken significant effort, and invested considerable capital, in order to attract and maintain a qualified and capable staff,

develop proprietary solutions, and implement systems, procedures, and infrastructure to execute the business plan on a large scale.

Given the short time frame this current market opportunity has existed and due to the complexity of the model, the Company has

a significant competitive advantage over others who may try to execute the same business plan.

Significant effort and investment capital

have been incurred by the Company over the past few years in order to attract and maintain a qualified and capable staff, develop

proprietary solutions, and implement systems, procedures, and infrastructure to execute the business plan on a large scale.

1 unchanged sentence

competitive advantage over others who may try to execute the same business plan.

Significant effort and investment capital has

been incurred by the Company over the past few years in order to attract and maintain a qualified and capable staff, develop proprietary

solutions, and implement systems, procedures, and infrastructure to execute the business plan on a large scale.

Given the short

time frame this current market opportunity has existed and due to the complexity of the model, the Company has a significant competitive

advantage over others who may try to execute the same business plan.

Results of Operations for the year ended September 30, 2018

compared to the year ended September 30, 2017

For the year ended September 30, 2017,

revenue increased $773,500 or 28% to $3,530,499 from $2,756,999 for the year ended September 30, 2016.

The increase in

revenue reflects increase in service income and investment management fees primarily due to new customer product and service

sales and increased assets under management.

For the year ended September 30, 2018, revenue increased

$356,494 to $3,886,993 from $3,530,499 for the year ended September 30, 2017.

The increase in revenue is primarily due to the

increase of assets under management customers with Financial Gravity.

Operating Expenses

Cost of services activity remained relatively

stable for the years ended September 30, 2017 and 2016.

Professional services expenses include

merger costs, legal expense, professional fees, contract labor, business consulting, computer and internet expense, and earnest

consulting fees, legal expense, professional fees, contract labor, business consulting, computer and internet expense, and earnest

money forfeited.

Professional services expenses decreased $240,104 or 19% to $997,117 for the year ended September

30, 2017 from $1,237,221 for the year ended September 30, 2016.

This decrease is primarily attributable to reduced legal fees

incurred and reduced merger costs.

Depreciation and amortization expenses include

depreciation on fixed assets and amortization of definite lived intangibles.

Depreciation and amortization expenses decreased $53,803

Professional services expenses decreased $169,845 to $827,272 for the year ended September 30, 2018 from $997,117

for the year ended September 30, 2017.

This decrease is primarily attributable to reduced need of temporary staff members needed

to assist with tax returns.

Depreciation and amortization expenses

include depreciation on fixed assets and amortization of definite lived intangibles.

Depreciation and amortization expenses increased

$13,378 to $113,122 for the year ended September 30, 2018 from $99,744 for the year ended September 30, 2017.

The decrease is primarily

due to the fact that the Tax Coach Software prospect list was fully amortized by September 30, 2016.

Impairment of goodwill of $662,967 for the

year ended September 30, 2016 was a result of the impairment of goodwill from the acquisitions of Cloud9B2B and MDP.

The increase is primarily

due to the addition of computer equipment purchases.

General and administrative expenses increased

$339,944 or 83% to $748,481 for the year ended September 30, 2017 from $408,537 for the year ended September 30, 2016.

is primarily due to an increase in costs associated with the growth of the partner program.

$208,303 to $956,784 for the year ended September 30, 2018 from $748,481 for the year ended September 30, 2017.

The increase is

primarily due to an increase in costs associated with the growth of the partner program.

Management fees –

related party expenses decreased $13,333

or 6.25% to $200,000 for the year ended September 30, 2017 from $213,333 for the year ended September 30, 2016.

Marketing expenses decreased $26,903 or 7% to $375,499 for the year

related party expenses increased $3,000

to $203,000 for the year ended September 30, 2018 from $200,000 for the year ended September 30, 2017.

Marketing expenses decreased $108,569 to $266,930 for the year

ended September 30, 2018 from $375,499 for the year ended September 30, 2017.

During the year ended September 30, 2016, the Company

began doing Press Releases and advertising on Facebook.

In addition, the Company engaged several consultants to assist leadership

and build new business funnels in an effort to continue to grow revenue streams.

The decrease is primarily due to consolidating outside

vendors used and bringing marketing efforts in-house.

Salaries and wages expenses increased $886,443

or 13% to $1,961,126 for the year ended September 30, 2017 from $1,730,278 for the year ended September 30, 2016.

During the year

ended September 30, 2017, the number of clients increased which resulted in higher commissions paid.

Furthermore, commission rates

increased in 2016 as sales representatives moved from salary plus commission to 100% commission.

The Company experienced an increase in its

bottom line of $1,159,164 or 54% to a net loss of $975,975 for the year ended September 30, 2017 from a net loss of $2,135,139

for the year ended September 30, 2016, primarily attributable to the reasons noted above.

to $2,847,559 for the year ended September 30, 2018 from $1,961,126 for the year ended September 30, 2017.

During the year ended

September 30, 2018, the increase is primarily attributed to the restructuring of the commission grid which increased payouts to

the sales teams and an increased stock-based compensation expense related to an increase in options granted during the year.

The Company experienced an increased net

loss of $544,657 to a net loss of $1,520,632 for the year ended September 30, 2018 from a net loss of $975,975 for the year ended

September 30, 2017, primarily attributable to the reasons noted above.

Significant Accounting Policies

Certain critical accounting policies

affect the more significant judgments and estimates used in the preparation of the Company’s consolidated

financial statements.

Certain critical accounting policies affect

the more significant judgments and estimates used in the preparation of the Company’s consolidated financial statements.

These policies are contained in Note 1 to the consolidated financial statements.

Use of Estimates and Assumptions.

The preparation of consolidated financial statements

in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect 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 reported period.

results could differ from those estimates.

The preparation of consolidated financial

statements in conformity with accounting principles generally accepted in the United States of America requires management to make

estimates and assumptions that affect 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 reported period.

Actual results could differ from those estimates.

Revenue Recognition and Accounts Receivable.

Investment management fees are recognized as

services are provided by the Company.

Investment management fees are recognized

as services are provided by the Company.

Investment management fees include fees earned from assets under management by providing

2 unchanged sentences

and other professional services are performed by the Company.

Commission revenue is derived from the sale

of premiums on life insurance policies held by third parties.

Commission revenue is derived from the

sale of premiums on life insurance policies held by third parties.

The revenue is recognized at the time the policy is issued.

Revenue represents gross billings less discounts,

net of sales tax, as applicable.

Revenue represents gross billings less

discounts, net of sales tax, as applicable.

Amounts invoiced for work not yet completed are shown as deferred revenue in the accompanying

consolidated balance sheets.

TaxCoach Software has 3 types

of services that are charged and collected on a month to month subscription basis (TaxCoach basic membership, All-Stars coaching,

and Wire Service weekly broadcast email).

None of these programs come with a long-term commitment or contract, and there is no

up-front payment beyond the monthly subscription fee.

Cancellations are processed within the month requested and memberships are

closed at the end of the period for which the most recent payment was made.

TaxCoach Software has 3 types of services

that are charged and collected on a month to month subscription basis (TaxCoach basic membership, All-Stars coaching, and Wire

Service weekly broadcast email).

None of these programs come with a long-term commitment or contract, and there is no up-front

payment beyond the monthly subscription fee.

Cancellations are processed within the month requested and memberships are closed

at the end of the period for which the most recent payment was made.

Members are not entitled to refunds for unused memberships.

Trade accounts receivable are carried at the

invoiced amount less estimate made for doubtful accounts based on management’s review of outstanding balances.

Trade accounts receivable are carried at

the invoiced amount less estimate made for doubtful accounts based on management’s review of outstanding balances.

The collectability

3 unchanged sentences

Recoveries of receivables previously written off are recorded when received.

The allowance for doubtful accounts was $17,014 and $-0- as of September 30, 2017 and 2016, respectively.

The allowance for

doubtful accounts was $21,876 and $17,014 as of September 30, 2018 and 2017, respectively.

In the normal course of business, the Company

2 unchanged sentences

Stock-Based Compensation.

The Company recognizes the fair value of the

stock-based compensation awards as wages in the accompanying statements of operations on a straight-line basis over the vesting

period based on the Black-Scholes option pricing model based on a risk-free rate from 0.85% to 1.41% in 2017 and 0.97% in 2016,

dividend yield of 0%, expected life of 2 years and volatility of 43% - 137%.

The Company recognizes the fair value of

the stock-based compensation awards as wages in the accompanying statements of operations on a straight-line basis over the vesting

period based on the Black-Scholes option pricing model based on a risk-free rate from 1.49% to 2.55% in 2018 and 0.85% to 1.41%

in 2017, dividend yield of 0%, expected life of 2 years and volatility of 36% - 137%.

Liquidity and Capital Resources

1 unchanged sentence

cash and cash equivalents of $32,220.

The increase of $311,617 in cash and cash equivalents from September 30, 2016 was

due to net cash used in operating activities of $745,311, net cash used in investing activities of $1,536 and net cash provided

by financing activities of $1,058,464.

The decrease of $412,200 in cash and cash equivalents from September 30, 2017 was due to

net cash used in operating activities of $1,097,020, net cash used in investing activities of $60,639, and net cash provided by

financing actives of $745,459.

Net cash used in operating activities was

3 unchanged sentences

adjusted primarily by the following:

(1) increases in depreciation and amortization of $99,744, common stock transactions

of $163,273, accounts payable –

trade of $24,585, accrued expenses of $18,898, and deferred revenue of $62,862, (2) offset

by decreases in trade account receivable of $30,952, prepaid expenses of $32,364, and pre-merger payables of $75,382.

Net cash used in investing activities was

$1,536 for the year ended September 30, 2017, compared to net cash provided by investing activities of $44,541 for the year ended

increases in depreciation and amortization of $13,378, stock based compensation of $206,484,

accounts payable –

trade of $53,621, and decreases in trade account receivable of $72,012, prepaid expenses of $38,946, and

deferred revenue of $95,601.

Net cash used in investing activities

was $60,639 for the year ended September 30, 2018, compared to net cash used in investing activities of $1,536 for the year ended

September 30, 2017.

The Company purchased more equipment and trademarks during the year ended September 30, 2018 compared to September

30, 2016, but in 2016, $57,025 of cash was acquired from acquisition of subsidiaries.

Net cash provided by financing activities

2 unchanged sentences

Financing activities for the year ended September 30, 2018 consisted primarily of $100,000 in proceeds

from sales of common stock and $450,000 in proceeds from notes payable.

from sales of common stock and $817,561 in proceeds from debt offset by $172,102 in payments on debt.

As shown below, at September 30, 2018,

6 unchanged sentences

Operating leases

Line of Credit

Total contractual cash obligations

12 unchanged sentences

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 its operations.

Management, in the normal course of business, is trying to raise additional capital

through sales of common stock as well as seeking financing from third parties, via both debt and equity, to balance the Company’s

in additional dilution to the Company’s stockholders and incurring additional indebtedness could involve the imposition of

covenants that restrict its operations.

Management, in the normal course of business, is trying to raise additional capital through

sales of common stock as well as seeking financing from third parties, via both debt and equity, to balance the Company’s

cash requirements and to finance specific capital projects.

1 unchanged sentence

Other than operating leases discussed in

Note 8 to the consolidated financial statements, there are no off-balance sheet transactions, arrangements, obligations

(including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have,

a material effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,

capital expenditures or capital resources of the Company.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

Note 8 to the consolidated financial statements, there are no off-balance sheet transactions, arrangements, obligations (including

contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material

effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital

expenditures or capital resources of the Company.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK.

Interest Rate Risk.

4 unchanged sentences

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements required by this item

are included in this report in Part IV, Item 15.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.

The financial statements required by this

item are included in this report in Part IV, Item 15.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE.

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 5. Market for Registrant’s Common Equity