What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-01-12 compared with 2020-01-13 · 797 added, 791 removed, 654 unchanged (71% of the section changed)

72 unchanged sentences

are reasonably likely to materially affect, the Company’s internal control over financial reporting:

The Company has implemented a robust check disbursement policy that includes the following key control points:

first, the controller who handles check disbursements is not an authorized signer on any bank account and cannot sign checks;

second, any disbursement amount less than $5,000.00 requires written approval from one (1) member of the leadership team;

third, any disbursement amount of more than $5,000.00 and equal to or less than $24,999.99 requires written approval of two (2) members of the leadership team;

fourth, any disbursement amount of $25,000.00 or more requires approval by the Board of Directors;

and fifth, all disbursements are reviewed and approved by the Chief Operating Officer.

As an additional control, all disbursement checks are signed by the CEO when available, and if the CEO is unable to sign, disbursement checks are signed by a member of the leadership team.

All disbursements are controlled through a formal check disbursement process that includes an official check disbursement request form.

This form is reviewed and signed by the appropriate parties as referenced above.

The Company has implemented a check disbursement policy that includes the following key control points:

first, all disbursements are generated out of a payment system, e.g., Bill.com, after approval of non-recurring items by the controller and one member of the leadership team;

second, any disbursement amount of $25,000.00 or more requires approval by the Board of Directors.

As an additional control, all disbursements are reviewed with the end of the month review of financial statements by one member of the leadership team.

All disbursements controlled through the payment system require approval of invoices by the department that controls the vendor relationship.

The leadership team currently comprises the following members:

The Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Tax Strategist, the Chief Sales Officer, and the Director of Operations.

The Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Legal Officer (the head of accounting services).

OTHER INFORMATION.

DIRECTORS, EXECUTIVE OFFICERS,

AND CORPORATE GOVERNANCE.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors and Executive Officers

3 unchanged sentences

Scott Winters

Co-Chairman of the Board, Chief Executive Officer

Co-Chairman of the Board, Executive Vice President - Sales

Chairman of the Board, Chief Executive Officer

Executive Vice President –

CEO and Board Member

Paul Williams

Vice Chairman of the Board, Chief Financial Officer, Secretary and Treasurer

Vice Chairman of the Board, Chief Financial Officer and Treasurer

Jennifer Winters

Secretary, Executive Vice President

Former Chief Sales Officer

Chief Tax Strategist and Board Member

George Crumley

Former Assistant Secretary, former Assistant Treasurer and former Board Member

Michael Ashby

Todd Bourgeois

Debbie Buckner

Former President, former Chief Operating Officer, and former Board Member

Scott Winters,

49, August 15, 2019, Financial Gravity Companies, Inc.

Secretary, Chief Operating Officer and Board Member

Chief Tax Strategist, TMN CEO and Board

William Nelson, Jr.

Chief Investment Officer, Sofos CEO and Board Member

Chief Legal Counsel, Head of Accounting Services

Scott Winters, August 15, 2019, Financial

Gravity Companies, Inc.

(the “Company”) appointed Mr.

Scott Winters, age 49,

to serve as Chief Executive Officer and Co-Chairman of the Board for the Company.

Prior to joining the Company, from 2016 to present,

Winters has served as Owner of Presidential Wealth Management, an investment advisory and wealth management firm.

Winters was CEO, Chairman of the Board and Co-Founder of Eqis Capital Management, also an investment advisory, and

wealth management firm.

John Pollock , 52, was

CEO/Founder of Business Legacy, Inc.

from 2002, Pollock Advisory Group from 2007, was the former CEO and Chairman of

Financial Gravity Companies, Inc.

(the Company), and is currently Co-Chairman of the Board and Executive Vice President

Pollock’s specific experience, qualifications, attributes or skills that led to the conclusion that

he should serve as a director for the Company:

Has served as CEO and Chairman of Financial Gravity since its inception until August 2019.

A seasoned manager

Williams, 63, has

served on the Financial Gravity Companies, Inc.

FGCO) Board of Directors and as Vice Chairman of the Board since 2015, and

has served as our Chief Financial Officer and Secretary –

Scott Winters to serve as Chief Executive Officer and Co-Chairman

of the Board for the Company.

Prior to joining the Company, from 2016 to present, Mr.

Winters was a major stockholder of Presidential

Brokerage, Inc., a broker dealer and investment advisory firm.

From 2003 to 2017 Mr.

Winters was CEO, Chairman of the Board and

Co-Founder of Eqis Capital Management, an investment advisory and wealth management firm.

John Pollock was CEO/Founder of

Business Legacy, Inc.

from 2002, Pollock Advisory Group from 2007, was the former CEO and Chairman of Financial Gravity

Companies, Inc.

(the Company), and is currently Co-Chairman of the Board and Executive Vice President –

Pollock served as CEO and Chairman of Financial Gravity since its inception until August 2019 and has been a major

shareholder of the Company.

Williams, 64, has served on

the Financial Gravity Companies, Inc.

FGCO) Board of Directors and as Vice Chairman since 2015, and has served as our

Chief Financial Officer & Secretary –

Treasurer from 2016 until August 2019.

He currently still serves

as Vice-Chairman, Chief Financial Officer and Treasurer.

He graduated from Austin College in Sherman, Texas in 1978 and the Institute

for Organization Management in Washington, DC in 1982.

He currently still serves as

Vice-Chairman, Chief Financial Officer & Treasurer.

He graduated from Austin College in Sherman, Texas in 1978 and the

Institute for Organization Management in Washington, DC in 1982.

Since 2007, Mr.

Williams has served as Chief Executive Officer of Bison

Financial Group, Inc., a corporate financial advisory and business development firm serving middle market growth companies.

Williams has served as Chief Executive

Officer of Bison Financial Group, Inc., a corporate financial advisory and business development firm serving middle market

growth companies.

Williams also serves as an officer

and director of two other public companies.

On behalf of Worldwide Specialty Chemicals, Inc.

based in Dallas, TX, Mr.

has served as Vice Chairman of the Board and Chief Financial Officer since 2019.

On behalf of Light Engine Design Corp.

based in Phoenix, AZ, Mr.

Williams has served as Chairman of the Board and Chief Financial Officer since 2018.

On behalf of Curtis Mathes Corporation (OTC:

TLED) based in Frisco, TX since 2013,

Williams currently serves as Chairman, Chief Executive Officer & Chief Financial Officer.

On behalf of Lux Amber Corp.

LXAM) based in Frisco, TX since 2017, Mr.

Williams currently serves as Vice Chairman, President & Chief Financial Officer.

Williams also serves as an officer

1 unchanged sentence

Williams currently serves as:

Vice Chairman of the Board of Dynamic Chemical

Solutions, Inc.

in Frisco, Texas since 2016;

Chairman of the Board & Chief Financial Officer of Curtis Mathes, Inc.

Texas since 2013.

Within the last five years, on behalf of

Halo Companies, Inc.

Williams previously served as Vice Chairman of the Board, Treasurer, and Assistant Secretary

from 2009 to 2018, and served as Chief Financial Officer from 2009 to 2012 and from 2015 to 2018.

The breadth of Mr.

Williams’

entrepreneurial

and financial services experience led the Board of Directors to the conclusion that he is qualified to serve as a director for

Williams’

specific experience, qualifications, attributes or skills that led to the conclusion that he should

serve as a director for the Company:

Over 40 years of business experience, primarily in capital markets, mergers, and acquisitions

Has served as both officer and director of other public companies

Financial Gravity is the fourth public company for which Mr.

Williams has served as Chief Financial Officer

Within the last 5 years, Mr.

Williams served as Vice-Chairman of the Board and Chief Financial Officer at Halo Companies, Inc., a public company, and Chairman of the Board and Chief Financial Officer of Light Engine Design Corp., a public company

Dan Sundby , 56 served as

Chief Sales Officer for Financial Gravity until March 2019.

Lyon , 54, has been the Company’s Chief Tax Strategist and a Director since October 2015.

From 2005 until 2015, he

was Partner-in-Charge of Content at Tax Coach Software, which he founded in 2005.

Vice Chairman of Dynamic Chemical Solutions,

in Frisco, TX since 2016;

Chairman, Co-Chief Executive Officer & Chief Financial Officer of Platinum BioSciences, Inc.

in Prosper, TX since 2019;

and Chairman & Chief Financial Officer of Pruven Industries, Inc.

in Plano, TX since 2020.

Lyon has been the Company’s

Chief Tax Strategist and a Director since October 2015.

From 2005 until 2015, he was Partner-in-Charge of Content at Tax Coach

Software, which he founded in 2005.

Lyon received a B.A.

in History from Hamilton

College in 1986 and a J.D.

from the University of Cincinnati College of Law in 1991.

Lyon’s specific experience, qualifications,

attributes or skills that led to the conclusion that he should serve as a director for the Company:

The founder of Tax Coach Software, managing the company for 11 years

A deep knowledge of accounting and financial services industries

A nationally-recognized expert on tax planning

The author of 8 books, and has appeared on over 500 radio and television broadcasts to speak about his areas of expertise

Winters, 47, August 27 th , the Board

in History from Hamilton College in 1986 and a J.D.

from the University

of Cincinnati College of Law in 1991.

Lyon’s specific experience, qualifications, attributes or skills that led to the

conclusion that he should serve as a director for the Company.

Jennifer Winters August 27th, the Board

appointed Jennifer Winters to serve as Corporate Secretary.

She will also serve as Executive Vice President.

In order for Jennifer

Winters to assume the role of Corporate Secretary, Mr.

Paul Williams relinquished that role.

Williams will continue to serve

the Company as Vice Chairman of the Board, Chief Financial Officer and Treasurer.

Winters is an accomplished executive, having

served as a Co-Founder of Eqis Holdings, Inc.

Winters served

as a Co-Founder of Eqis Holdings, Inc.

from 2007 to 2017.

She also served on their Board of Directors from 2010 to 2017.

In addition, she served as Chief Compliance Officer of Eqis Captial Management, Inc.

she served as Chief Compliance Officer of Eqis Capital Management, Inc.

from 2007 to 2015.

She also served as their

Executive Vice President from 2015 to 2017.

Jennifer Winters is the spouse of Scott Winters, the Chief Executive Officer of the

Crumley , 51, was

on the Board of Directors from January 2015 until March of 2019.

Gary Nemer, 73, From 2016

to present, Mr.

Nemer has served as a Board Member and Chairman of the Board of Directors of Presidential Brokerage, Inc., an investment

advisory and wealth management firm.

Nemer also serves on the Board of Directors of Eqis Capital Management, also an investment

advisory and wealth management firm.

Nemer graduated from the USC Gould School of Law at the University of Southern California

and is a practicing attorney in the San Francisco area.

David Myers , 67, has been

on the Board of Directors since August 28, 2019.

From 2013 to March 2019, he served as Vice President, Strategy & Analytics

for McGraw-Hill Education, a learning science company and one of the “big three”

educational publishers that provide customized educational content, software, and services for pre-K through postgraduate education.

At McGraw-Hill, he was responsible for market analytics, market research, pricing strategy, business and competitive intelligence,

state adoption planning and strategic planning.

She also served as their Executive

Vice President from 2015 to 2017.

Jennifer Winters is the spouse of Scott Winters, the Chief Executive Officer of the Company.

William Nelson, Jr.

appointed to serve

as Chief Executive Officer of Sofos Investment, Inc., Company’s money management subsidiary.

Prior to joining the Company,

from 2016 to present, Mr.

Nelson was a major stockholder of Presidential Brokerage, Inc., a broker dealer and investment advisory

From 2003 to 2017 Mr.

Myers served as Senior Manager, Business Development for

Mimio Interactive Teaching Technologies, which provides i nnovative, engaging, and affordable educational

technology and solutions that provide a better way to learn.

At Mimio, he was responsible for developing a team

and implementing a suite of business intelligence programs (market research, competitive intelligence, global market share and

financial scenario models).

specific experience, qualifications, attributes or skills that led to the conclusion

that he should serve as a director for the Company:

A deep understanding of the role technology plays as an enabler of competitive business advantage

Deep experience building and leading skilled teams

Adept at applying marketing analytics, market research, pricing strategy and competitive intelligence to the strategic planning for enterprises

Skills in team-building, analytics, operations and organizational optimization

Michael Ashby , 66, has been

on the Board of Directors since August 28, 2019.

Since March 2015, he has managed a variety of consulting engagements -- both domestic

and internationally –

through his personal consulting company.

In January 2015, he served as a consultant for Ashby OpsComm,

an industrial consulting and engineering firm.

In that role, Mr.

Ashby as Startup

Manager for the Al Hosn super sour gas plant startup in the UAE –

and successfully brought on line the largest sour gas processing

plant in the world with no major incidents .

Ashby also spent over a decade with Occidental

Petroleum in a series of management roles with ever-growing responsibility, most recently as World Wide Engineering Chief

of Surface Operations and Engineering responsible for operations and technical support of all business units across the globe .

Ashby’s specific experience, qualifications, attributes or skills that led to the conclusion that he should serve

as a director for the Company:

Decades of experience working in complex project management

Strong people skills at all levels of an organization, from front-line workers to senior management

Superior planning and execution skills

Todd Bourgeois , 58, has been

on the Board of Directors since August 28, 2019.

Bourgeois has had a long career with Coca-Cola Bottlers, Inc.

(from 1982 forward),

most recently as Vice President of Business Integration for Coca-Cola Southwest Beverages.

In his most recent role, Mr.

was responsible for leading a team that spearheaded all Critical Business Transformation Projects throughout Coca Cola Southwest

Beverages, Inc.

including formulation of ROI Synergy initiatives as well as Operational Plans for execution of these projects.

He reported directly to the CEO of Coca-Cola Southwest Beverages and managed a Team of Project Coordinators, Analysts and multiple

external consultant teams (McKinsey, Deloitte, Accenture).

Bourgeois’

specific experience, qualifications, attributes

or skills that led to the conclusion that he should serve as a director for the Company:

Over 30 years of experience managing diverse teams for a broad range of business improvement projects

Experience managing large sales and marketing organizations

Debbie Buckner , 56, was on

the Board of Directors from August 28, 2018 through August 22, 2019.

Winters was the Chief Investment Officer, Board Member and Co-Founder of Eqis Capital Management,

an investment advisory and wealth management firm.

Gary Nemer, 74,

Nemer serves as Chief Legal Counsel of Company and as a Board Member of Forta.

Section 16(a) Beneficial Ownership Reporting Compliance

39 unchanged sentences

Name and Principal Position

Option Awards

Scott Winters

CEO, Principal Executive Officer***

Executive Vice President –

Debbie Buckner

President and Chief Operating

Paul Williams

CFO, Principal Financial Officer

Former CSO****

Former Principal Advisor****

***Current salary is $250,000 annually, with no other

compensation.

****Separated in March 2019.

(1) 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 1.50% to 2.89% in 2019 and 1.49% to 2.55% in 2018, dividend yield of 0%, expected

life of 10 years and volatility of 25.32% to 34.05%.

The aggregate grant date fair value of the option award is $232,596, to be

recognized over the term of the option award.

Except as described below, none of the Named Executive Officers

has an employment agreement.

Lyon, a member of the Board of

Directors, is party to an employment agreement.

which provides for base salary of $42,000 per year, plus management fees of $198,000

annually, paid semi-monthly.

Lyon serves as the General Manager, responsible for supervising the business and affairs of Tax

Master Network.

Pollock, the amount shown in the Summary Compensation

Table under the heading All Other Compensation represents amounts paid by the Company to a consulting firm owned and controlled

Pollock, in compensation for services not related to his roles as an officer and director of the Company.

Lyon, the amount shown in the Summary Compensation

Table under the heading All Other Compensation represents amounts paid by the Company to a consulting firm owned and controlled

Lyon, in compensation for services not related to his roles as an officer and director of the Company.

Option/SAR Awards (1)

Scott Winters, CEO

John Pollock, EVP - Sales

Paul Williams, CFO

Lyon, CEO TMN

Jennifer Winters, COO

William Nelson, CEO Sofos

__________________________

(1) The Company recognizes the fair value of stock-based compensation

awards as wages in the accompanying statements of operations for employee grants, commissions for non-employee grants, and stock

appreciation rights grants, on a straight-line basis over the vesting period, using the Black-Scholes option pricing model, which

is based on risk-free rate of 1.32% in the quarter ended June 30, 2020 and 1.50% to 2.89% in 2019, dividend yield of 0%, expected

life of 10 years and volatility of 159% in 2020 and volatility of 25% to 34.05% in 2019.

Each of the Named Executive Officers has an employment agreement.

Lyon, a member of the Board of Directors, is party to an employment agreement.

which provides for base salary of $42,000

per year, plus management fees of $198,000 annually, paid semi-monthly.

Lyon serves as the General Manager, responsible for

supervising the business and affairs of Tax Master Network.

Summary Compensation

Except as described above, the Company

has no employment agreements with any of its Directors or executive officers.

For the fiscal year ended September 30,

2020, no outstanding stock options or other equity-based awards were re-priced or otherwise materially modified.

No stock appreciation

rights have been granted to any of the Directors or executive officers and none of the Directors or executive officers exercised

any stock options or stock appreciation rights.

There are no non-equity incentive plan agreements with any of the Directors or

executive officers.

There are no non-equity

incentive plan agreements with any of the Directors or executive officers.

Outstanding Equity Awards at Fiscal Year-end

Dan Sundby has options currently vesting

and the options are fully vested.

The following stock option and stock appreciation rights granted

to executive officers are outstanding:

Current Strike Price

Issued Awards

Jennifer Winters

Paul Williams

Scott Winters

William Nelson

Compensation of Directors

6 unchanged sentences

described in the stock option grant agreement and plan.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain

information with respect to the beneficial ownership, as of September 30, 2019, of the Company’s common stock, which is

the Company’s only outstanding class of voting securities, and the voting power resulting from such beneficial ownership,

information with respect to the beneficial ownership, as of September 30, 2020, of the Company’s common stock, which is the

Company’s only outstanding class of voting securities, and the voting power resulting from such beneficial ownership, by

Beneficial Owner (1)

Ownership (1)

Percentage of

John Pollock (2)

Dave Crowley (2, 4)

Keith VandeStadt (2, 4, 5)

Amount of Beneficial Ownership (1)

Percentage of Shares

Scott Winters (3)

William Nelson, Jr.

Paul Williams

Michael Ashby (2, 6)

Dan Sundby (2, 3)

Todd Bourgeois (2, 7)

George Crumley (2, 5)

David Myers (2, 5)

Debbie Buckner (2)

Directors and executive officers as group (nine persons)

Gary Nemer (2)

Directors and executive officers as group (six persons)

___________________________

Each beneficial owner has sole voting and investment power with respect to all shares attributable to that owner.

The address for each such beneficial owner is 800 N.

Watters Road, Suite 150, Allen, Texas 75013.

Includes 291,667 shares subject to options that are currently vested, plus an additional 208,333 shares subject to options that vest within 10 months not used.

Non-director or executive officer with more than 5% ownership.

Represents shares subject to options that are currently vested.

Includes 150,000 shares subject to options that are currently vested, and 1,196,806 shares of common stock.

Includes 175,000 shares subject to options that are

currently vested, and 150,000 shares of common stock.

Scott Winters has 75,000 fully vested stock options.

indicates an ownership percentage of less than one percent.

Changes in Control

On September 30, 2019, the Company

entered into a merger agreement with Forta Financial Group, Inc.

(formerly Presidential Brokerage, Inc.) (“Forta”),

to acquire Forta in exchange for Company stock.

The merger is awaiting FINRA approval.

When approved, the Forta shareholders will

own more than 50% of the Company.

John Pollock will remain the largest shareholder.

On May 21, 2020, the Company merged with

The Forta shareholders will own more than 50% of the Company.

John Pollock is currently the largest shareholder.

Securities authorized for issuance under equity compensation

4 unchanged sentences

Plan Category

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

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in Column A)

Equity compensation plans approved by security holders (2015 Stock Option Plan)

of securities to be issued upon exercise of outstanding options, warrants and rights

average exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in Column

Equity compensation plans not approved by security holders (2015 Stock Option Plan)

As consequence of the Merger, outstanding options of the 2015 Plan in the amount of 2,200,346 of the Company’s shares have vested.

Shares subject to stock options under 2015 Stock Option Plan.

Equity compensation plans approved by security holders (2016 Stock Option Plan)

_____________________

Shares subject to stock options under 2016 Stock Option Plan.

The 2015 Stock Option Plan was replaced by the 2016 Stock Option Plan.

Shares available for grant of

stock options to employees, directors and consultants under the 2016 Stock Option Plan.

Subsequent to the fiscal year end,

the 2016 Stock Option has been amended to the 2016 Omnibus Incentive Plan, adding Stock Appreciation Rights (“SAR”)

as incentive offerings.

Since the amendment, SAR grants have been issued as incentive offerings to advisors for affiliating with

Following is a brief description of the

material features of each compensation plan under which equity securities of the Company are authorized for issuance.

Stock Option Plan and the 2016 Stock Option Plan were adopted without approval of Company security holders.

Shares available for grant of stock options to employees, directors and consultants under the 2016 Stock Option Plan.

The 2015 Stock Option Plan was adopted

without approval of Company security holders, the 2016 Stock Option, as amended and restated, was adopted with approval of Company

security holders.

The Company has granted stock options to

2 unchanged sentences

The Company is authorized to issue an aggregate of 20,000,000 options, of which 13,027,304 remain available

for issuance at September 30, 2019, as non- statutory (non-qualified) stock options, under the 2016 Stock Option Plan.

outstanding options under the 2015 and 2016 Stock Option Plans vest over a period of no greater than two years and expire ten years

from the grant date.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

for issuance at September 30, 2020 under the 2016 Stock Option Plan.

Currently outstanding options under the 2015 and 2016 Stock

Option Plans vest over a period of no greater than five years and expire ten years from the grant date.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE.

Transactions with Related Persons, Promoters and Certain Control Persons

5 unchanged sentences

two completed fiscal years.

Company entered into an agreement

to purchase 100% of the stock of Forta.

Scott Winters, Gary Nemer and William Nelson, Jr.

own, in aggregate, in excess of 80%

of the shares of stock of Forta.

Winters nor Mr.

Nemer voted as Board Members on the approval of the acquisition of

The following Directors of Financial Gravity

received shares in the merger transaction:

Scott Winters 13,705,176 and William Nelson, Jr.

13,705,176 shares.

TaxTuneup, LLC, which is an entity owned

Lyon, a current director of the Company, received approximately 43% of the shares of Financial Gravity Holdings

issued in the Tax Coach Software Transaction, then having an approximate value of $864,500.

As a consequence of such issuance,

Lyon is the beneficial owner of 6.8% of the Company’s common stock as of September 30, 2019 (after giving effect to the

Additionally, Van Data, LLC, which is an

entity owned Keith VandeStadt, a greater than 5% beneficial shareholder of the Company, received approximately 47% of the shares

of Financial Gravity Holdings issued in the Tax Coach Software Transaction, then having an approximate value of $940,500.

consequence of such issuance, Mr.

VandeStadt is the beneficial owner of 7.4% of the Company’s common stock as of September

30, 2019 (after giving effect to the Merger).

In the Tax Coach Software Transaction,

the shares of Financial Gravity Holdings common stock received by TaxTuneup, LLC (owned by Mr.

Lyon), do not include any of the

shares of Financial Gravity Holdings common stock received by Van Data, LLC (owned by Mr.

Their respective holdings

of Company common stock are completely separated.

During fiscal 2019 and 2018, TaxTuneup,

Lyon, a current director of the Company, received shares of Financial Gravity Holdings issued in the transaction

by which Financial Gravity acquired TMN, then having an approximate value of $864,500.

As a consequence of such issuance, Mr.

is the beneficial owner of 3.1% of the Company’s common stock as of September 30, 2020.

During fiscal year 2020 and 2019, TaxTuneup,

LLC, an entity owned by Mr.

Lyon, received the sums of $198,000 and $198,000, respectively, from the Company, in compensation

for strategic tax planning recommendations and research, business consulting and writing of books and tax planning and Tax Master

related content.

During fiscal year 2019 and 2018, the Company

paid $60,000 and $138,980, respectively, to Van Data, LLC, a consulting firm owned and controlled

by Keith VandeStadt, in compensation for maintaining the Tax Coach Software application and data, making enhancements and modifications

to software as needed, maintaining server platform and web environment, applying updates to licensed content, and other services

agreed upon in writing.

During fiscal 2019 and 2018, a company

owned and controlled by Mr.

John Pollock (Fourly Enterprises, LLC) received the sum of $152,500 and $203,000, respectively, from

the Company, in compensation for strategic business planning and consulting, business development, process and technology development.

for strategic tax planning recommendations and research, business consulting and writing of books and tax planning and TMN related

Director Independence;

6 unchanged sentences

entire Board serves as its Audit, Compensation and Nominating Committees.

The Company’s Board of Directors has determined

that, of the Company’s present directors, each of Gary Nemer, David Myers, Michael Ashby, and Todd Bourgeois, constituting

four of the eight members of the Board, is an “independent director,”

as defined under NASDAQ’s Marketplace Rules,

for purposes of qualifying as independent members of the Board and an Audit, Compensation and Nominating Committee of the Board,

but that Scott Winters, John Pollock, Paul Williams and Edward A.

Lyon are not “independent directors”

since they currently

serve as executive officers of the Company.

The Company’s Board of Directors does not have

any independent members for purposes of qualifying as independent members of the Board and an Audit, Compensation and Nominating

Committee of the Board as defined under NASDAQ’s Marketplace Rules.

The Company’s Board of Directors

9 unchanged sentences

not a significant division of oversight and operational responsibilities in managing the material risks facing the Company.

PRINCIPAL ACCOUNTING FEES AND

The following information summarizes the

fees billed to us by Whitley Penn LLP for professional services rendered for the fiscal years ended September 30, 2019 and 2018,

respectively.

Fees billed for

services by Whitley Penn LLP were $76,177 for fiscal year 2019 and $103,238 for fiscal year 2018.

Audit fees include fees associated

with the annual audit and the reviews of the Company’s quarterly reports on Form 10-Q, and other SEC filings.

Audit-Related Fees.

Fees billed or remainder to be billed

for tax services by Whitley Penn LLP were $13,500 for fiscal year 2019 and $13,500 for fiscal year 2018

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following information summarizes

amounts expensed for services provided us by Whitley Penn LLP for assurance and tax services, and Weaver Tidwell, LLP assurance

services for the fiscal years ended September 30, 2020 and 2019, respectively.

Assurance Services.

Fees expensed for services by Whitley Penn LLP were $83,035 for fiscal year 2020

and $76,177 for fiscal year 2019.

Assurance fees include fees associated with the annual audit and the reviews of the Company’s

quarterly reports on Form 10-Q, and other SEC filings.

Fees expensed for service by Weaver Tidwell, LLP related to the 2020 Forta

FINRA audit and the audit, third quarter 10-Q and the 8-K filings of the Company and its subsidiaries were $102,000.

Fees expensed for tax services

by Whitley Penn LLP were $28,500 in fiscal year 2020 and $13,500 for fiscal year 2019.

All Other Fees.

5 unchanged sentences

The Board of Directors serves as the audit committee for the Company.

EXHIBITS, FINANCIAL STATEMENT

(a) Financial

Statements and financial statement schedules

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and financial statement

and (2) The financial statements and financial statement schedules required to be filed as part of this report are set forth in Item 8 of Part II of this report.

1 unchanged sentence

See Item 15(b) below.

(b) Exhibits required by Item

601 of Regulation S-K

(b) Exhibits required by Item 601 of Regulation S-K

Code of Ethics

Consent of Whitley Penn LLP

Sarbanes-Oxley Section 302(a) Certification of John Pollock

23 unchanged sentences

and on the dates indicated.

January 11, 2021

/s/ Scott Winters

Co-Chairman, CEO

Scott Winters

Chief Executive Officer

(Principal Executive Officer)

January 11, 2021

/s/ Paul Williams

Paul Williams

Chief Financial Officer

(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act

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

dates indicated.

/s/ Scott Winters

CEO, Chairman of the Board

January 11, 2021

Scott Winters

5 unchanged sentences

(principal financial officer)

/s/ Edward A.

January 11, 2021

/s/ John Pollock

Co-Chairman, EVP

January 11, 2021

/s/ Jennifer Winters

Secretary, EVP, Director

January 11, 2021

Jennifer Winters

/s/ Edward A.

January 13, 2020

/s/ William Nelson

January 11, 2021

William Nelson, Jr.

FINANCIAL GRAVITY COMPANIES, INC.

1 unchanged sentence

CONSOLIDATED FINANCIAL STATEMENTS AND

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

REPORTS OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRMS

SEPTEMBER 30, 2020 AND 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

2 unchanged sentences

We have audited the accompanying consolidated

balance sheet of Financial Gravity Companies, Inc.

(the “Company”), as of September 30, 2020, and the related consolidated

statements of operations, stockholders’

equity, and cash flows for the year then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in

all material respects, the financial position of the Company as of September 30, 2020 and the results of their operations and their

cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

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

As discussed in Note 1 to the consolidated financial statements, the Company incurred a net loss and a net use of operating cash

in the current year and currently has a retained deficit that raises substantial doubt about its ability to continue as a going

Management's plans in regard to these matters are also described in Note 1.

The consolidated financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required

to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the

effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

We have served as the Company's auditor

Fort Worth, Texas

January 11, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

Financial Gravity Companies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Financial Gravity Companies, Inc.

(the “Company”), as of September 30, 2019 and 2018, and the related

consolidated statements of operations, stockholders’

equity, and cash flows for the years then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2019 and

2018, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

(the “Company”), as of September 30, 2019, and the related consolidated

statements of operations, stockholders’

equity, and cash flows for the year then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in

all material respects, the financial position of the Company as of September 30, 2019, and the results of their operations and

their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

9 unchanged sentences

of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

Our responsibility is to express an opinion on these financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

2 unchanged sentences

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

We conducted our audit in accordance with

the standards of the PCAOB.

3 unchanged sentences

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required

As part of our audit we are required

to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the

1 unchanged sentence

Accordingly, we express no such opinion.

Our audits included performing procedures

Our audit included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

2 unchanged sentences

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

We have served as the Company's auditor

/s/ Whitley Penn LLP

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

We served as the Company's auditor from

2016 through 2019.

Dallas, Texas

December 30, 2019

January 13, 2020

Financial Gravity Companies, Inc.

CONSOLIDATED BALANCE

CONSOLIDATED BALANCE SHEETS

As of September 30,

2 unchanged sentences

Trade accounts receivable, net

Accounts receivable - related party

Current right to use lease

Prepaid expenses and other current assets

1 unchanged sentence

Property and equipment, net

Customer relationships, net

Proprietary content, net

3 unchanged sentences

CURRENT LIABILITIES

Accounts payable - trade

Accounts payable –

Accrued expenses

Deferred revenue

Related Party Payables

Contract Liabilities

Line of credit

Capital Lease Payable

Notes payable

10 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are an integral part

of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated

financial statements.

Financial Gravity Companies, Inc.

CONSOLIDATED STATEMENTS

OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended September 30,

Investment management fees

and Service income

Service income

Total revenue

7 unchanged sentences

Net operating loss

OTHER EXPENSE

Interest Expense

$ (1,520,632 )

NET OTHER INCOME/EXPENSE

LOSS PER SHARE - Basic and Diluted

2 unchanged sentences

Financial Gravity Companies, Inc.

CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’

For the years ended September 30, 2020

Number of Shares Issued and Outstanding

Common Stock Par Value Amount

Additional Paid-In-Capital

Accumulated Deficit

Shares Issued

Balance at September 30, 2018

$ (5,575,630 )

Common stock issued under a private placement memorandum

Stock based employee compensation expense

Stock options in lieu of marketing expenses

Common stock issued upon conversion of debt

Balance at September 30, 2019

$ (5,575,630 )

Stock based employee compensation expense

Stock options in lieu of expenses, as marketing expenses

Common stock issued upon conversion of debt

Stock options exercised

Private Placement stock issue

Stock issued in exchange for services

Forta acquisition

Balance at September 30, 2020

3 unchanged sentences

Financial Gravity Companies, Inc.

CONSOLIDATED STATEMENTS

OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

$ (1,520,632 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Loss on disposal of equipment

Depreciation and amortization

1 unchanged sentence

Stock based compensation

Bad debt expense

Changes in operating assets and liabilities

3 unchanged sentences

Accounts payable - trade

Related party payables

Accrued expenses

3 unchanged sentences

Cash paid for purchase of property and equipment

Purchases of trademarks

Net cash used in investing activities

Net cash Forta

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

4 unchanged sentences

Proceeds from the sale of common stock

(used in) provided by financing activities

Net cash (used in) provided by financing activities

TOTAL CHANGE IN CASH AND CASH EQUIVALENTS

2 unchanged sentences

Supplemental disclosures of cash flow information:

Cash paid during the year for:

Interest Paid

Accrued interest converted to equity

Noncash investing and financing activities

Common stock issued for acquisition

Common stock to be issued for acquisition

Note payable issued related to acquisition

Note payable assumed in acquisition

Notes payable converted to equity

3 unchanged sentences

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NATURE OF BUSINESS

3 unchanged sentences

The wholly-owned subsidiaries of the organization include:

Financial Gravity

Holdings, Inc.

(dissolved February 13, 2019), Financial Gravity Operations, Inc.

(dissolved February 12, 2019), Financial Gravity

Tax, Inc (sold October 31, 2019)., Sofos, Inc.

(formerly Financial Gravity Wealth, Inc.), MPath Advisor Resources, LLC.

Financial Gravity Business, LLC), Financial Gravity Ventures, LLC., Tax Master Network, LLC, and SASH Corporation (inactive and

awaiting dissolution).

Financial Gravity Holdings, Inc.

(“FGH”)

was established on September 29, 2014 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.

FGH was merged into the Company, February 13, 2019 and subsequently dissolved.

Financial Gravity Operations, Inc.

(“FGO”)

was established as a wholly-owned subsidiary of FGH in Texas on September 29, 2014.

FGO did not have any activity through September

Activity commenced in 2015 for FGO related to the management of operational expenses for the shared services of the subsidiaries.

FGO was merged into the FGH, February 12, 2019 and subsequently dissolved.

Financial Gravity Wealth, Inc.), MPath Advisor Resources, LLC.

(formerly Financial Gravity Business, LLC), TMN, LLC, Forta Financial

and SASH Corporation (inactive and awaiting dissolution).

MPath Advisor Resources, LLC.

1 unchanged sentence

and services to insurance agents or agencies.

Financial Gravity Ventures, LLC.

(“FGV”)

formerly Cloud9 Accelerator, LLC was acquired by Cloud9 Holdings Company (Cloud9) effective December 31, 2014 and holds acquired

companies and business assets until they are integrated into the main stream Financial Gravity business structure.

have any financial activity through September 30, 2019.

Financial Gravity Tax, Inc.

Tax”) formerly Business Legacy, Inc., (“BLI”) was acquired by FGO for no cost effective December 1, 2015 and

is located in Allen, Texas.

BLI is a bookkeeping, tax planning, tax preparation, and payroll service provider to small companies

and individuals.

FG Tax was sold October 31, 2019.

(formerly Financial Gravity

1 unchanged sentence

Sofos provides asset management

SASH Corporation, an Oklahoma corporation

doing business as Metro Data Processing (“MDP”) was acquired August 12, 2015.

The purchase was made by Cloud9Accelerator,

MDP was located in Tulsa, Oklahoma, and provided payroll services, software, and support solutions to business owners.

business was sold during fiscal 2019 for a net gain of $28,585.

MDP is inactive and awaiting dissolution.

Tax Master Network, LLC (“TMN”),

was acquired effective October 1, 2015, and is an Ohio limited liability company.

TMN was acquired effective October 1, 2015

and is an Ohio limited liability company.

The purchase was made by FGH.

TMN, located in

Cincinnati, Ohio, provides three primary services including monthly subscriptions to the “Tax Coach”

software system,

coaching and email marketing services.

TMN, located in Cincinnati, Ohio, provides three primary

services including monthly subscriptions to the “Tax Coach”

software system, coaching and email marketing services.

Forta Financial Group, Inc.

effective May 21, 2020 and is a securities broker dealer, a registered investment advisor and a licensed insurance agency.

Company is a registered broker-dealer with the Securities and Exchange Commission (''SEC") and with the Financial Industry

Regulatory Authority ("FINRA").

The Company is also a member of the Securities Investor Protection Corporation ("SIPC").

The Company's securities activities is limited to introducing and forwarding securities on a fully disclosed basis to a carrying

broker-dealer.

The Company as a matter of policy does not hold funds or securities for customers or owe money or securities to

Pursuant to Rule 15c3-1 of the Securities Exchange Act of 1934, the Company is required to maintain minimum net capital

of $100,000 and ratio of aggregate indebtedness to net capital shall not exceed 15 to 1.

On September 30, 2020, the Company's net

capital was $427,728 and the aggregate indebtedness to net capital was 86.77%.

The Company is exempt from certain provisions of

Rule 15c3-3 of the Securities Exchange Act of 1934.

Such exemption is in accordance with paragraph (k) (2) (ii) of the Rule.

SEGMENT REPORTING

We manage our business in four reportable

Each of our subsidiaries is treated as a segment.

We evaluate the performance of our operating segments based on a segment’s

share of consolidated operating income Therefore, for instance, the tax unit was sold for $150,000 in October of 2019 (for $150,000)

because the Company did not see growth potential in the unit’s accounting and direct tax advice operations.

Certain growth

operations of the tax unit, including the tax operating system, have been taken over by TMN.

CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended September 30, 2019

Ordinary Income/Expense

Service Income

Investment Management Fees

Compensation Expense

Cost of services

Depreciation & Amortization

General and Administrative

Professional Services

Total Expense

Net Ordinary Income

Total Other Expense

Net Other Income

CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended September 30, 2020

Ordinary Income/Expense

Broker Dealer

Service Income

Investment Management Fees

Income from Inv in Subsidiaries

Compensation Expense

Cost of services

Depreciation & Amortization

General and Administrative

Professional Services

Total Expense

Net Ordinary Income

Other Income/Expense

Other Income ©

Other Expense

Net Other Income

$ (2,150,939 )

(A) Discontinued Operation

(B) Starting from May 21, 2020

BUSINESS ACQUISITION

On September 30, 2019, the Company entered

into a merger agreement with Forta Financial Group, Inc.

(“Forta”

or “FFGI”, formerly, Presidential Brokerage,

Inc.), to acquire 100% of the stock of Forta in exchange for 45,785,879 shares of Company common stock.

Forta is a broker dealer,

registered investment advisor and an insurance brokerage, subject to FINRA, SEC and insurance regulation.

The acquisition transaction

closed on May 21, 2020.

Forta’s financial performance is included in Company’s consolidated statements starting as

of May 21, 2020.

Company acquired Forta in May of 2020 in exchange for stock.

A liability of $699,117 has been recorded for 4,178,564 shares of

common stock related to the acquisition remaining to be issued as of September 30, 2020.

Forta is a broker dealer, and its acquisition

presented the Company with an opportunity to compete in the broker dealer market, and to try to grow in this area of financial

Forta also has key employees who assumed vital executive leadership roles within the Company, including key executives

who will focus on improving operations and growth opportunity.

Forta also contributed key operating assets, including in excess

of $700,000 in cash, and annual revenues in excess of $3,000,000.

Identification of Company as the Acquirer

The acquisition was primarily effected

by a merger and an exchange of Company’s common stock as the consideration paid to Forta stockholders by Company for their

equity interests in Forta.

We looked at all pertinent facts and circumstances identified in ASC 805-10-25-1, ASC 805-10-05-4 to

be considered in identifying the acquirer in a business combination effected by exchanging equity interests.

The standard recognizes

that the acquirer usually is the entity that issues its equity interests, but that in some business combinations the issuing entity

is the acquiree.

In these situations, the accounting acquiror is different than the legal acquiror.

The guidance provides the following factors

to consider in identifying the accounting acquiror in a business combination like the acquisition that is effected by exchanging

equity interests:

The majority shares ended up being held

by Forta shareholders.

The original calculation was to be an even 50% for Forta and Company shareholders.

However, the calculations

included shares that were granted through the option plan at Company, and it was assumed that each of the option share grants would

be exercised.

As it turned out, the vast majority of the option shares were not exercised, so that ended up skewing the majority

calculation in favor of the Forta shareholders.

There were no other special or unusual voting arrangements, convertible securities

or other financial instruments of the combined Company immediately after the acquisition.

After the acquisition, the largest single

minority interest would be held by a Company shareholder, John Pollock, and members of the Board of Directors and management of

Company, some of whom were shareholders of Forta, would end up owning in excess of 40% of the voting shares of Company.

There is no agreement on the election of

Board members, and neither Forta nor Financial Gravity shareholders have any agreement to elect a majority of the Board.

The composition of the senior management

of the combined entity.

Senior management is from Financial Gravity.

Based upon the above, the Company has concluded that Financial

Gravity will be treated as the acquirer.

Purchase Price Allocation

The purchase price of $7,652,415 was

based upon the share price of Company’s stock as of May 21, 2020 and $52,000 note payable.

We have used preliminary

fair value estimates for the assets acquired and liabilities assumed for the acquisition.

We believe significant

synergies may arise from this acquisition, as a result of which the purchase price was in excess of the fair value of the net

assets acquired and, as a result, we have preliminarily recorded goodwill of $7,380,603, which is based upon book value, to

account for adjustments made.

We have not yet finalized estimates that relate to certain tangible and intangible assets,

including customer relationships, trade names, contracts.

Our estimates and assumptions for these acquisitions are subject to

change as we obtain additional information for our estimates during the respective measurement periods (up to one year from

the acquisition date).

Assets Acquired and Liabilities Assumed

Forta Financial Group, Inc.

Assets Acquired and Liabilities Assumed

As of May 21, 2020

PURCHASE PRICE

Current Assets

Accounts Receivable

Other Current Assets

Total Current Assets

Current Liabilities

Total Accounts Payable

Total Other Current Liabilities

Total Current Liabilities

Long-Term Liabilities

Total Long-Term Liabilities

Total Liabilities

The accompanying unaudited pro forma condensed

combined financial statement of Financial Gravity Companies, Inc.

(“Financial Gravity”, “FGCO”

or the “Company”)

is presented to illustrate the estimated effects of the acquisition of 100% of the stock of Forta Financial Group, Inc.

(“Forta”

or “FFGI”), which closed on May 21, 2020 (the “acquisition”

or the “transaction”) on the historical

financial position and results of operations of the Company.

The unaudited pro forma condensed combined statement of operations

is based upon and derived from and should be read in conjunction with Company’s and Forta’s historical audited financial

statements for the year ended September 30, 2020

UNAUDITED PRO FORMA COMBINED FINANCIAL

Forta’s results of operations

have been included in the following financial statement for the twelve months ending September 30, 2020 prospectively

from the assumed date of acquisition of October 1, 2019.

Pro forma results have been prepared by adjusting historical results

to include Forta’s results of operations.

The unaudited pro forma results presented do not necessarily reflect the

results of operations that would have resulted had the acquisition been completed at the beginning of October 1, 2019, nor

does it indicate the results of operations in future periods.

Additionally, the unaudited pro forma results do not include

the impact of possible business model changes, nor does it consider any potential impacts of current market conditions on

revenues, reduction of expenses, asset dispositions, or other factors.

The impact of these items could alter the following

pro forma results:

FINANCIAL GRAVITY COMPANIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

FOR YEAR ENDED SEPTEMBER 30, 2020

Financial Gravity (A)

Investment management fees

Service income

Total revenue

OPERATING EXPENSES

Cost of services

Professional services

Depreciation and amortization

General and administrative

Salaries and wages

Total operating expenses

Net operating loss

Interest Expense

LOSS PER SHARE - Basic and Diluted

____________________

A Derived from unaudited statement of operations

of Company for the twelve months ended September 30, 2020.

B Based upon anticipated operations for

the period prior to the May 21, 2020 taking into account synergies that would have been provided by Company, Sofos and MPath.

BUSINESS DISPOSITION

The tax unit provided Company’s proprietary

the tax operating system, but that could be run more effectively by TMN, so the decision was made to transfer that activity to

The tax unit was left with minor tax and accounting operations, and those activities did not present a significant upside

to the Company.

As a result, the Company disposed of its tax unit.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

Basis of Consolidation

The consolidated financial statements

include the accounts of Financial Gravity Companies, FGW, FGT, and TMN , (collectively referred to as the

“Company”).

The consolidated financial statements include

the accounts of Financial Gravity Companies, Sofos, MPath, TMN and Forta (collectively referred to as the “Company”).

All significant intercompany accounts and transactions have been eliminated on consolidation.

44 unchanged sentences

The customer relationships are being amortized on a straight-line basis over a four- year estimated life.

During the years ended September 30, 2019 and 2018, the Company recorded amortization expense of $11,225 on this intangible asset,

which is included in depreciation and amortization expense in the accompanying consolidated statements of operations.

amortization at September 30, 2019 and 2018 was $44,900, and $33,675 respectively.

This has been fully amortized as of September

During the years ended September 30, 2020 and 2019, the Company recorded amortization expense of $0 and $11,225 respectively on

this intangible asset, which is included in depreciation and amortization expense in the accompanying consolidated statements of

Accumulated amortization at September 30, 2020 and 2019 was $44,900.

This has been fully

amortized as of September 30, 2019.

Proprietary Content

3 unchanged sentences

The proprietary content is being amortized on a straight-line basis over an eight- year estimated

During the years ended September 30, 2019 and 2018, the Company recorded amortization expense of $65,638 on this intangible

asset, which is included in depreciation and amortization expense in the accompanying consolidated statements of operations.

amortization at September 30, 2019 and 2018 was $262,550 and $196,912, respectively.

During the years ended September 30, 2020 and 2019, the Company recorded amortization expense of $114,955 and $65,638, respectively,

on this intangible asset, which is included in depreciation and amortization expense in the accompanying consolidated statements

of operations.

Accumulated amortization at September 30, 2020 and 2019 was $377,505 and $262,550, respectively.

Future amortization of proprietary content

6 unchanged sentences

Accordingly, this asset was fully

written off in 2019.

Non-compete Agreements

Non-compete agreements established as a

part of the TMN purchase have been recognized in the accompanying consolidated balance sheets at $26,300, the value attributed

to them on the date of the purchase.

The non-compete agreements are being amortized on a straight-line basis over the five-year

term of the non-compete clause of the agreement.

During the years ended September 30, 2019 and 2018, the Company recorded amortization

expense of $5,260 on this intangible asset, which is included in depreciation and amortization expense in the accompanying consolidated

statements of operations.

Accumulated amortization at September 30, 2019 and 2018 was $21,040 and $15,780, respectively.

Future amortization of the non-compete

agreements is estimated to be as follows for the years ended September 30:

part of the TMN purchase have been recognized in the accompanying consolidated balance sheets at $26,300, and amortization of the

non-compete agreements was $5,260 for each of the years ending September 30, 2020 and 2019.

The non-compete agreements were fully

amortized as of September 30, 2020.

Intellectual Property

23 unchanged sentences

Goodwill consists of the following:

Goodwill at September 30, 2018

Goodwill at September 30, 2019

Net TMN Goodwill

Forta Goodwill

Total Goodwill

The Company accounts for Federal and state

22 unchanged sentences

For the years ended September 30, 2020

and 2018, approximately 2,788,476 and 3,361,538 common stock options, respectively, and 25,000 and 200,000 warrants, respectively,

were not added to the diluted average shares because inclusion of such shares would be antidilutive.

and 2019, approximately 6,972,696 and 2,788,476 common stock options, respectively, and 0 and 25,000 warrants, respectively, were

not added to the diluted average shares because inclusion of such shares would be antidilutive.

Revenue Recognition

The Company adopted the Financial Accounting Standards Board

("FASB") issued Accounting Standards Updates (“ASU”) ASU 2014-09, Revenue from Contracts with Customers October

1, 2018 on a modified basis.

As the initial adoption of the standard did not have a material impact on the Company's financial

condition or results of operations, no cumulative effect was recognized at the date of initial application.

The Company also had

no significant changes to systems, processes, or controls.

The Company derives its revenues primarily from six components:

Investment Management Fees, Tax Master Network subscriptions, Tax Operating System subscriptions, Financial Advisor subscriptions,

Tax BluePrint sales, and Insurance Sales.

FG Wealth generates investment management fees for services

provided by the Company.

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

services to manage client investments.

Revenue is recognized as earned, at the end of each period.

FG Tax generates service income from its consulting and other

professional services performed.

Revenue recognized as service is provided.

Commission revenue is derived from the

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

The revenue is recognized when commissions are

received from insurers and issuers of the products.

The Company adopted the Financial Accounting

Standards Board ("FASB") issued Accounting Standards Updates (“ASU”) ASU 2014-09, Revenue from Contracts

with Customers October 1, 2019 on a modified basis.

As the initial adoption of the standard did not have a material impact on the

Company's financial condition or results of operations, no cumulative effect was recognized at the date of initial application.

The Company also had no significant changes to systems, processes, or controls.

The Company derives its revenues primarily

from the following activities:

Investment Management Fees, Securities Brokerage Commissions, Tax Master Network subscriptions,

Tax Operating System subscriptions, Financial Advisor subscriptions, Tax BluePrint sales, and Insurance Sales.

Investment management fees are recognized

as services are provided by the Company.

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

professional services to manage clients’

Fees are generally paid quarterly, in advance, for each quarter or

monthly in arrears.

Revenues are earned over the period in which the service is provided, which is typically monthly.

The Company generates services income which

is recognized when consulting and other professional services are performed by the Company (primarily from TMN and MPath).

is recognized as services are delivered.

Revenue represents gross billings less

2 unchanged sentences

in the accompanying consolidated balance sheets.

Tax Master Network has five levels of services

that are charged and collected on a month to month subscription basis.

Trade accounts receivable are carried only

for investment management fees that are paid in arrears.

The allowance for doubtful accounts was $0 and $0 as of September 30,

2020 and 2019, respectively.

In the normal course of business, the Company

extends credit on an unsecured basis to its customers, substantially all of whom are located in the United States of America.

Company does not believe that it is exposed to any significant risk of loss on accounts receivable.

Sofos generates investment management fees

for services provided by the Company.

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

professional services to manage client investments.

Revenue is recognized as earned, at the end of each period.

Forta generates commission revenue from

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

The revenue is recognized when commissions

are received from insurers and issuers of the products.

MPath generates revenue from insurance

marketing services for insurance agents, including sourcing of insurance policies through selling agreements.

Tax Master Network has five levels of network

subscription services that are charged and collected on a month-to-month.

None of these programs come with a long-term commitment

9 unchanged sentences

After an initial assessment, the customers pay half of the year one tax savings.

Revenue is deferred

until the customer reviews and accepts the final Tax Blueprint®

A contract liability

is recognized when the customer payment is received.

Revenue is deferred until the customer reviews and accepts the final Tax Blueprint®

document and returns an executed delivery agreement.

Advertising costs are charged to operations

when incurred.

Advertising and marketing expense were $131,529 and $266,930 for the years ended September 30, 2019 and 2018, respectively.

The Company received revenue from Sofos’

operations that are primarily from investment management fees, including

money management fees.

investment management fees are based upon a percentage of assets under management and totaled $1,352,975

(or, $1,255,457 after inter-company eliminations of $140,420)) for the fiscal year.

The Company received revenue from

Forta’s operations from (the date of the merger) from the following sources from May 21, 2020 through fiscal year

ending September 30,2020 including:

Investment Advisory fees

Commission-based transactions

Insurance and Other Service Revenue

Total Revenue

The Company received revenue from TMN’s

operations from the following sources during the fiscal year ending September 30,2020 including:

TMN membership subscriptions

Tax Blueprints

Commissions/Referrals

The Company received revenue from MPath’s

operations from insurance sales of $73,882 during the fiscal year ending September 30,2020.

In addition, there was revenue from

discontinued operations and minor non-recurring revenue (~$70,000)

Marketing costs are charged to

operations when incurred.

Marketing expenses were $125,161 and $131,529 for the years ended September 30, 2020 and 2019,

respectively.

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 of 1.50% to 2.89% in 2019 and 1.49% to 2.55% in

2018, dividend yield of 0%, expected life of 10 years and volatility of 25.32% to 34.05%.

stock-based compensation awards as wages in the accompanying statements of operations for employee grants, commissions for non-employee

grants, and stock appreciation rights grants, on a straight-line basis over the vesting period, using the Black-Scholes option

pricing model, which is based on risk-free rate of 1.3171% in the year ended September 30, 2020 and 2019 of 1.49% to 2.55% in 2019,

dividend yield of 0%, expected life of 10 years and volatility of 159% and 35% to 40% in 2020 and 2019 respectively.

are new this year and are being treated as a liability award while the options are being treated as equity awards.

While the fair

value of the options are based on the Black Scholes assumptions included here, the SAR awards are based on assumptions at year

Forfeitures are recorded as they occur.”

Use of Estimates

9 unchanged sentences

growth and establishment of a stronger brand.

On May 23, 2017, the Company and GHS Investments,

LLC (“GHS Investments”) entered into an Equity Financing Agreement (the “Agreement”).

The Agreement was

filed as an exhibit to a registration statement on Form S-1, filed with the Securities and Exchange Commission (“SEC”)

on September 18, 2017.

The agreement was approved by the SEC November 13, 2018.

The Agreement contemplates a series of transactions,

pursuant to which the Company will “put”

shares of its common stock to GHS in consideration of the payment to the Company

of eighty percent (80%) of the “Market Price”

of such shares.

“Market Price”

shall mean the average of

the two lowest trading prices of the Company’s Common Stock during the ten (10) consecutive trading days preceding the receipt

of the applicable put notice.

Accordingly, on each instance the Company exercises a put option, the Company will know in advance,

both the number of shares issuable upon exercise of the put option, and the dollar amount of the purchase price for such shares.

The maximum purchase price for shares to be purchased by GHS Investments under the Agreement is $11,000,000.

To facilitate the

sale of the shares so purchased by GHS Investments, the Company agreed to file a registration statement with the Securities and

Exchange Commission.

The Company also entered into a Registration Rights Agreement with GHS Investments, pursuant to which the

Company has agreed to provide certain registration rights under the Securities Act of 1933, the rules and regulations promulgated

thereunder, and applicable state securities laws.

The Agreement will terminate (i) when GHS Investments has purchased an aggregate

of $11,000,000 of the common stock of the Company, or (ii) 36 months after the effective date of the Agreement, or (iii) at such

time that the registration statement is no longer in effect.

Additionally, the Company is also actively

seeking growth of its service offerings, both organically and via new client relationships.

Management, in the ordinary course

of business, is trying to raise additional capital through sales of common stock as well as seeking financing via equity or debt,

or both from third parties.

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 an increased debt service cash obligation, the imposition of covenants that restrict the Company’s operations or

the Company’s ability to perform on its current debt service requirements.

The consolidated financial statements do not include

any adjustments that might be necessary if the Company is unable to continue as a going concern.

For the year ended September 30, 2020,

the Company reported $3,687,480 in revenue, a net loss of $791,675, use of cash in operations of $549,491, and an accumulated deficit

of $6,990,790.

These operating results raise substantial doubt about our ability to continue as a going concern.

The financial

statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets

or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

On May 8, 2020, the Company received a PPP loan in the amount

Additionally, on May 15, 2020, Forta received a PPP loan in the amount of $377,700.

PPP loans bear a fixed interest

rate of 1% over a two-year term, are guaranteed by the federal government, and do not require collateral.

The loans may be forgiven,

in part or whole, if the proceeds are used to retain and pay employees and for other qualifying expenditures.

The Company expects

that the full proceeds of the PPP loans will be eligible for forgiveness, which would result in an increase in capital of $661,045.

Company’s plans for expansion include attracting additional clients

through marketing efforts with its current and future brokerage, investment management and insurance agent representatives, as

well as increasing the TMN membership and the investment advisory activity of the members to increase assets under management

and Company’s revenue.

Future growth plans will include efforts to increase advisory headcount through recruiting of individuals

advisors and groups of advisors.

There is no guaranty that the Company will achieve these objectives.

From time to time, the Company is a party

to or otherwise involved in legal proceedings, claims and other legal matters, arising in the ordinary course of its business or

It is management’s opinion that there are no legal proceedings the outcome of which will be material to its ability

to operate or market its services, its consolidated financial position, operating results or cash flows.

Future Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit

Losses, which amends how entities will measure credit losses for most financial assets and certain other instruments that are not

measured at fair value through net income, which applies to trade accounts receivable and the calculation of the allowance for

uncollectible accounts receivable.

The new standard will become effective for the Company for annual and interim periods beginning

after December 31, 2019, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of this

accounting guidance will have on the consolidated financial statements.

Since the Company currently uses an expected losses from

customers method, the Company does not anticipate the adoption of ASU 2016-13 will have a material impact on the Company's financial

condition or results of operations.

In June 2016, the FASB issued ASU 2016-13

Financial Instruments-Credit Losses, which amends how entities will measure credit losses for most financial assets and certain

other instruments that are not measured at fair value through net income, which applies to trade accounts receivable and the calculation

of the allowance for uncollectible accounts receivable.

The new standard will become effective for the Company for fiscal years

beginning after December 31, 2019, with early adoption permitted.

In November of 2019, the FASB issued ASU 2019-10 Financial Instruments—Credit

Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):

Effective Dates, which deferred the effective

date of ASU Topic No.

2016-13 to fiscal years beginning after December 15, 2022.

The Company is currently evaluating the impact

of the adoption of this accounting guidance will have on the consolidated financial statements.

Since the Company currently uses

an expected loss from customers method, the Company does not anticipate the adoption of ASU 2016-13 will have a material impact

on the Company's financial condition or results of operations.

In January 2017, the FASB issued ASU No.

2017-04 Intangibles-Goodwill

and Other Simplifying the Test for Goodwill Impairment, which provides guidance to simplify the subsequent measurement of goodwill

by eliminating the Step 2 procedure from the goodwill impairment test.

The new guidance is effective for the Company beginning

with the fourth quarter of 2020.

The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on the

Company's financial condition or results of operations.

In February 2018, the FASB issued ASU Update No.

2018-02 Leases

Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms

of more than 12 months.

Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows

arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.

However, unlike current

GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases

to be recognized on the balance sheet.

ASU 2018-02 is effective for the years beginning after December 31, 2019 and for all periods

Early application of the amendments in this ASU is permitted.

The Company does not expect any significant financial

impact to the financial statements upon adoption of this standard.

In March 2018, the FASB issued ASU Update

2018-07, Investments –

Equity Method and Joint Ventures (Topic 323).

The amendments in this Update eliminate the requirement

that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or

degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step

basis as if the equity method had been in effect during all previous periods that the investment had been held.

ASU 2018-07 is

effective for the years beginning after December 31, 2018.

Early application of the amendments in this ASU is permitted.

does not expect any significant financial impact to the financial statements upon adoption of this standard.

In March 2018, the FASB issued ASU Update No.

2018-09, Compensation

Stock Compensation (Topic 718).

The amendments in this Update are to simplify several aspects of the accounting for share-based

payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification

on the statement of cash flows.

ASU 2018-09 is effective for annual periods beginning after December 31, 2018, and interim periods

within those annual periods.

The Company has yet to do a full analysis on the impact this will have but will do during the next

The Company does not expect any significant financial impact to the financial statements upon adoption of this standard.

2017-04 Intangibles-Goodwill and Other Simplifying the Test for Goodwill Impairment, which provides guidance to simplify the subsequent

measurement of goodwill by eliminating the Step 2 procedure from the goodwill impairment test.

The new guidance is effective for

the Company beginning October 1, 2020.

The Company does not anticipate the adoption of ASU 2017-04 will have a material impact

on the Company's financial condition or results of operations.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September

Estimated Service Lives

Furniture, fixtures and equipment

6 unchanged sentences

Trademarks at September 30, 2019

Trademarks purchased at cost

Trademarks at September 30, 2020

Trademarks purchased at cost

Trademarks at September 30, 2019

LINE OF CREDIT

The Company has a revolving line of credit

8 unchanged sentences

30, 2020 and 2019, respectively.

On August 9, 2017 the Company entered

into a Promissory Note Payable with Elmer Fink (Fink) in the amount of $100,000.

The interest rate on the note is 10%.

payment is equal to 10% of the loan value.

A second-year payment equal to 10% of the loan was issued on December 1, 2019 with

monthly principal and interest of $4,614 starting on year three.

The remaining principal and accrued interest of this note is

due on the maturity date, July 15, 2021.

On December 1, 2019, the original note payable was amended.

Payments from December 2019,

through July 2019 to be interest only.

Full principal and interest payments to commence August 9, 2019 until maturity, when all

remaining principal and interest will be due and payable.

On June 15, 2019, Fink and the Company entered into an agreement to

convert the note into common shares of the Company and the note and accrued interest were settled in full as of that date.

outstanding balance was $0 and $100,000 at September 30, 2019 and 2018, respectively.

On August 9, 2017 the Company entered into

a Promissory Note Payable with Mike and Terri Ashby (Ashby) in the amount of $100,000.

The interest rate on the note was 10%.

year payment was equal to 10% of the loan value with monthly principal and interest of $4,614 starting on year two.

The remaining

principal and accrued interest of this note was due on the maturity date, August 15, 2020.

On December 31, 2019, the original note

payable was amended.

The new interest rate on the note is 15%.

The remaining principal and accrued interest of this note is now

due on the maturity date, July 15, 2022.

A second-year payment equal to 15% of the loan was issued on February 6, 2019 with monthly

principal and interest of $4,614 starting on year three.

On June 15, 2019, Ashby and the Company entered into an agreement to convert

the note into common shares of the Company and the note and accrued interest were settled in full as of that date.

The outstanding

balance was $0 and $92,406 at September 30, 2019 and 2018, respectively.

On September 5, 2017 the Company entered

into a Promissory Note Payable with Heleon Investment Company, Ltd.

(Heleon) in the amount of $100,000.

The interest rate on the

First year payment is equal to 10% of the loan value with monthly principal and interest of $4,614 starting on year

The remaining principal and accrued interest of this note is due on the maturity date, August 15, 2020.

On December 31, 2019,

the original note payable was amended.

The new interest rate on the note is 15%.

Payment on the note is deferred until December

Interest for the deferment period will be capitalized into the amount due, December 31, 2020, resulting in a new Amount

The New Amount Due plus interest will amortize over the following 24 months, with the first payment due December 31, 2020.

On June 15, 2019, Heleon and the Company entered into an agreement to convert the note into common shares of the Company and the

note and accrued interest were settled in full as of that date.

The outstanding balance was $0 and $100,000 at September 30, 2019

and 2018, respectively.

On October 2, 2017 the Company entered

into a Promissory Note Payable with Indy and Sybil Bally (Bally) in the amount of $100,000.

The interest rate on the note was 10%.

First year payment was equal to 10% of the loan value with monthly principal and interest of $4,614 starting on year two.

The remaining

principal and accrued interest of this note is due on the maturity date, October 2, 2020.

On December 20, 2019, the original note

payable was amended.

The new interest rate on the note is 15%.

Payment on the note is deferred until February 2, 2020.

for the deferment period will be capitalized into the amount due, February 2, 2020, resulting in a new Amount Due.

The New Amount

Due plus interest will amortize over the following 24 months, with the first payment due February 2, 2020.

On June 15, 2019, Bally

and the Company entered into an agreement to convert the note into common shares of the Company and the note and accrued interest

were settled in full as of that date.

The outstanding balance was $0 and $100,000 at September 30, 2019 and 2018, respectively.

On October 2, 2017 the Company entered

into a Promissory Note Payable with Paul Frueh (Frueh) in the amount of $100,000.

The interest rate on the note is 10%.

payment is equal to 10% of the loan value with monthly principal and interest of $4,614 starting on year two.

The remaining principal

and accrued interest of this note is due on the maturity date, October 20, 2020.

On June 15, 2019, Frueh and the Company entered

into an agreement to convert the note into common shares of the Company and the note and accrued interest were settled in full

as of that date.

The outstanding balance was $0 and $100,000 at September 30, 2019 and 2018, respectively.

On November 2, 2017 the Company entered

into a Promissory Note Payable with Michael and Donna Dade (Dade) in the amount of $340,000.

The interest rate on the note was

First year payment was equal to 10% of the loan value with monthly principal and interest of $15,689 starting on year two.

The remaining principal and accrued interest of this note is due on the maturity date, October 20, 2020.

On December 20, 2019,

the original note payable was amended.

The new interest rate on the note is 15%.

Payment on the note is deferred until February

Interest for the deferment period will be capitalized into the amount due, February 20, 2020, resulting in a new Amount

The New Amount Due plus interest will amortize over the following 24 months, with the first payment due February 20, 2020.

On June 15, 2019, Dade and the Company entered into an agreement to convert the note into common shares of the Company and the

note and accrued interest were settled in full as of that date.

The outstanding balance was $0 and $340,000 at September 30, 2019

and 2018, respectively.

On March 15, 2018 the Company entered into

a Promissory Note Payable with Helen Janssen (Janssen) in the amount of $200,000.

The interest rate on the note is 10%.

payment is equal to 10% of the loan value with monthly principal and interest of $9,229 starting on year two.

The remaining principal

and accrued interest of this note is due on the maturity date, February 15, 2021.

On December 31, 2019, the original note payable

The new interest rate on the note is 15%.

Payment on the note is deferred until February 15, 2020.

Interest for the

deferment period will be capitalized into the amount due, February 15, 2020, resulting in a new Amount Due.

The New Amount Due

plus interest will amortize over the following 24 months, with the first payment due February 15, 2020.

On June 15, 2019, Janssen

and the Company entered into an agreement to convert the note into common shares of the Company and the note and accrued interest

were settled in full as of that date.

The outstanding balance was $0 and $200,000 at September 30, 2019 and 2018, respectively.

On November 29, 2018 the Company entered

into a Promissory Note Payable with Knight Capital in the amount of $155,000.

There is no interest rate associated with this note.

The repayment streams for this are calculated from a factoring of the receivables sold, and are payable in daily payments of $1,504

and is due on the maturity date, July 11, 2019.

The outstanding balance was $0 at September 30, 2019.

On April 19, 2019 the Company entered into

a Promissory Note Payable with Charles O’Banon (“O’Banon”), a customer, in the amount of $32,205.

is in settlement of tax penalties and interest he incurred, that were proximately caused by the Company’s actions.

principal and interest payments are $623, with a balloon payment of $14,048 in April 2022.

The note is being repaid over 36 months

and bears an interest rate of 6%.

The Company has instituted abatement efforts on O’Banon’s behalf, with the taxing

Should the abatement efforts be successful, all monies paid O’Banon by the Company shall be returned.

abatement efforts result in mitigation, any monies paid by the Company, in excess of the mitigated amounts, shall be returned.

The outstanding balance on September 30, 2019 and 2018, was $29,401 and $0 respectively.

NOTES PAYABLE

On April 19, 2019, the Company entered

into a promissory note payable with a related party, John Pollock, the current EVP, in the amount of $15,000, and bears interest

The note is scheduled to be repaid in full by December 1, 2019.

The outstanding balance on September 30, 2019 and 2018,

was $7,526 and $0 respectively.

into an unsecured Promissory Note Payable with Charles O’Banon (“O’Banon”), a customer, in the amount of

The note is in settlement of tax penalties and interest he incurred, that were proximately caused by the Company’s

The monthly principal and interest payments are $623, with a balloon payment of $14,048 in April 2022.

The note is being

repaid over 36 months and bears an interest rate of 6%.

The Company has instituted abatement efforts on O’Banon’s behalf,

with the taxing authority, however the abatement was denied.

The outstanding balance on September 30, 2020 and 2019, was $23,534

and $29,401 respectively.

On August 31, 2020, the Company entered

into an agreement with John DuPriest (DuPriest), a former officer of Forta, in settlement pursuant to employment termination.

parties entered into an unsecured promissory note to DuPriest in the amount of $52,000.00, bearing interest of 5%, payable over

26 months beginning with January 15, 2021 through February 15, 2023.

On May 8, 2020, the Company received a

Paycheck Protection Program (“PPP”) loan in the amount of $283,345.

Additionally, on May 15, 2020, Forta received a

PPP loan in the amount of $377,700.

PPP loans bear a fixed interest rate of 1% over a two-year term, are guaranteed by the federal

government, and do not require collateral.

The loans may be forgiven, in part or whole,

if the proceeds are used to retain and pay employees and for other qualifying expenditures.

The Company expects that the full proceeds

of the PPP loans will be eligible for forgiveness, which would result in an increase in capital of $661,045.

Forta submitted its

forgiveness application to the SBA in December of 2020, and Company is awaiting the SBA’s follow-up on its application for

The Company’s maturities of debt

subsequent to September 30, 2020 are as follows:

ACCRUED EXPENSES

Accrued expenses consist of the following

at September 30:

SAR Liability

Accrued payroll

Commissions payable

State Tax liability

Federal Tax liability

Other Accounts payable

Accrued operating expenses

Deferred rent

The Company elected C Corporation tax

status from inception.

Net operating losses (“NOL”) since that date total $5,624,574 as of September 30, 2019 and

may be carried forward to offset future taxable income;

accordingly, no current provision for income tax has been recorded in

the accompanying statements of operations.

Deferred revenue

The Company elected C Corporation tax status

from inception.

Net operating losses (“NOL”) since that date total $6,259,594 as of September 30, 2020 and may be carried

forward to offset future taxable income;

accordingly, no current provision for income tax has been recorded in the accompanying

statements of operations.

NOL carry-forward benefits begin to expire in 2035.

28 unchanged sentences

Net deferred taxes

The Tax Cuts and Jobs Act (the “Tax Act”), which

was enacted December 22, 2018, reduced the corporate income tax rate effective December 1, 2019 from 35% to 21%.

Among the other

significant tax law changes that potentially affect the Company are the limitations on the deduction for interest incurred in 2019

or later of up to 70% of its taxable income for the carryforward year and the limitation of the utilization of post 2018 net operating

loss carryforwards.

The Company does not anticipate material changes to its income tax provision as a result of the passage of

the Tax Act until pretax law change net operating losses are fully utilized or expire in 2026.

The Company has remeasured certain

deferred federal tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally

The deferred tax assets of the Company were reduced by $408,041 as a result of this remeasurement.

This change was fully offset

by the corresponding change in the valuation allowance.

The Company is still analyzing certain aspects of the Tax Act, and refining

its calculations, which could potentially affect the measurement of those balances or potentially give rise to new deferred tax

The Company’s estimates may also be affected in the future as the Company gains a more thorough understanding of

the Tax Act, and how the individual states are implementing this new law.

COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

The Company conducts operations from leased

premises leased through 2024.

Some of these leases provide for payment of taxes, insurance, utilities and maintenance.

also leases certain equipment under operating leases.

Total rent expense for the years ended September 30, 2019 and 2018 was $135,041

and $118,126, respectively.

COMMITMENTS, CONTINGENCIES AND

CONCENTRATIONS

In February 2016, the FASB issued ASU 2016-02

Leases, which changed financial reporting as it relates to leasing transactions to recognize a lease liability, measured on a discounted

and a right-of-use asset, for the lease term.

In July 2018, the FASB issued ASU No.

2018-10 Codification Improvements to

Topic 842, Leases and ASU No.

2018-11 Leases (Topic 842):

Targeted Improvements.

In March 2019, the FASB issued ASU No.

Codification Improvements to Topic 842, Leases.

The Company adopted these ASUs on October 1, 2019 on a modified retrospective basis.

The Company did not elect the hindsight practical expedient and did elect the package of practical expedients to not reassess prior

conclusions related to contracts containing leases, lease classification and initial direct costs for all leases.

The initial adoption

of the standard recognized right-of-use assets of $323,097 and lease liabilities of $337,454 on the Company’s statement of

financial position with no impact on the Company's results of operations.

The Company had no significant changes to processes or

The Company leases their office space through

an operating lease in Denver Colorado, which would have expired at May 31, 2021, but has been restructures (see Subsequent Events)

and non-material offices leases in Cincinnati, Ohio and Loveland, Colorado.

Company’s lease agreements obligate the Company

to pay real estate taxes, insurance, and certain maintenance costs, which are accounted for separately.

The Company’s lease

agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an

arrangement is an operating lease at inception.

Leases with an initial term of 12 months or less are not recorded on the balance

All other leases are recorded on the balance sheet as right-of-use assets and lease liabilities for the lease term.

assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term

and include options to extend or terminate the lease when they are reasonably certain to be exercised.

The present value of lease

payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement

The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in

general and administrative expenses.

The Company terminated its lease in Allen

Texas with the consent of the landlord.

The termination agreement including a contingent stock issuance, but the landlord did not

claim that the contingency conditions were met, and no stock had to be issued.

The Company also leases certain equipment

under operating leases.

Total rent expense for the year ended September

30, 2020 was $117,344 for Forta’s the Denver Lease (Greenwood Village –

the lease ends in May 2021) from June through

September 30, 2020, and Forta had small spaces in Loveland and Colorado Springs during 2020.

In 2019, rent expense for Financial

Gravity was $135,041.

Rent expense is recorded on a straight-line basis over the term of the lease.

The difference between

rental expense and rental payments is recorded as deferred rent within accrued expenses in the accompanying consolidated balance

The difference between rental

expense and rental payments is recorded as deferred rent within accrued expenses in the accompanying consolidated balance sheets.

Management expects that in the normal course of business, leases will be renewed or replaced by other leases.

Minimum future annual rental payments under

non-cancelable operating leases having original terms in excess of one year are as follows:

non-cancelable operating leases having original terms in excess of one year are as follows (however, the Leases have been restructured

see Subsequent Events):

Legal Proceedings

16 unchanged sentences

Holdings, its subsidiary, there were no preferred shares issued or outstanding as of September 30, 2020 and 2019.

In the three months ended December 31,

2017, an aggregate of 100,000 shares of the Company’s common stock had been sold for $100,000 for which the Company issued

warrants for the purchase of 25,000 shares of common stock of the Company at an exercise price of $1.25 per share for a 1 year

term and an additional 25,000 shares of common stock of the Company at an exercise price of $1.50 for a 2-year term.

The Company follows the provisions

of ASC 815, “Derivatives and Hedging”.

ASC 815 requires freestanding contracts that are settled in a company’s

own stock to be designated as an equity instrument, assets or liability.

Under the provisions of ASC 815, a contract designated

as an asset, or liability must be initially recorded and carried at fair value until the contract meets the requirements for classification

The Company follows the provisions of ASC

815, “Derivatives and Hedging”.

ASC 815 requires freestanding contracts that are settled in a company’s own stock

to be designated as an equity instrument, assets or liability.

Under the provisions of ASC 815, a contract designated as an asset,

or liability must be initially recorded and carried at fair value until the contract meets the requirements for classification

as equity, until the contract is exercised or until the contract expires.

3 unchanged sentences

During the years ended September 30, 2020

30, 2019 and 2018, 0 and 100,000 shares were issued, for $0 and $100,000 respectively.

382,932 shares were issued for services rendered, 75,757 in a private placement, 116,375 shares in stock option exercises, for

$75,182 and 5,598,133 shares were issued in 2019 in exchange for debt, for $1,007,664.

41,607,315 have been issued in the Forta

merger to Forta Shareholders.

STOCK OPTION PLAN

13 unchanged sentences

The maximum number of shares of stock that may be issued and exercised under the Plan is 20,000,000

Eligible individuals include any employee of the Company or any director, consultant, or other person providing services to the

The expiration date and exercise price are as established by the Board of Directors of the Company.

The first date any

options were granted under the 2016 Plan was December 19, 2016.

and the maximum term of an award is 10 years.

Eligible individuals include any employee of the Company or any director, consultant,

or other person providing services to the Company.

The expiration date and exercise price are as established by the Board of Directors

of the Company.

The first date any options were granted under the 2016 Plan was December 19, 2016.

Stock option activity is summarized as follows:

Shares under Option

Value of Shares under Option

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Outstanding - September 30, 2018

6 unchanged sentences

at September 30, 2016 became immediately vested upon the completion of the reverse merger with Pacific Oil Company.

stock options granted under the 2016 Plan have 2-year vesting periods but there were 650,000 and 20,000 options that vested at

issuance during fiscal 2018 and 2019, respectively.

Total compensation expense included in salaries and wages of previously unamortized

stock compensation was $364,814 and $206,484 for the years ended September 30, 2019 and 2018, respectively.

Unamortized share-based

compensation expense as of September 30, 2019 amounted to $12,871 which is expected to recognize over the next 1.84 years.

The stock options

granted under the 2016 Plan have 2 to 5 -year vesting periods.

Total compensation expense included in salaries and wages of previously

unamortized stock compensation was $80,275 and $364,814 for the years ended September 30, 2020 and 2019, respectively.

share-based compensation expense as of September 30, 2020 amounted to $187,000 which is expected to recognize over the next 4.81

Stock appreciation rights representing

2.9 million shares included in the table above are recorded as liability with an accrual of $31,793 included in accrued expenses

at September 30, 2020.

RELATED PARTY TRANSACTIONS

Accounts receivable due from the largest

stockholder of the entity, included in accounts receivable –

related party in the accompanying consolidated balance sheets

was $0 and $1,791 as of September 30, 2019 and September 30, 2018, respectively.

Management fees paid to the majority stockholder

of the entity, included in salaries and wages in the accompanying consolidated statements of operations were $152,500 and $203,000

for fiscal 2019 and 2018, respectively.

Included in salaries and wages were consulting

fees paid to a related party as a condition to the TMN acquisition.

The agreement requires payments each month totaling $21,500.

The total paid under this agreement in fiscal 2019 and 2018 respectively, were $258,000 and $403,160.

Included in compensation expenses for TMN

were consulting fees paid to a related party as a condition to the TMN acquisition.

The agreement is with Tax Tuneup, LLC which

is owned by Ed Lyon, the CEO of TMN.

Through this arrangement, Tax Tuneup, LLC provides consulting services to TMN, including updating

of the tax strategies to comply with tax law and rules.

The payments each month are $17,000.

The total paid under this agreement

in fiscal 2020 and 2019 respectively, were $204,000 and $258,000.

On April 12, 2019 the Company entered into

a loan agreement with John Pollock, Executive Vice President of the Company.

The note bears interest at 2.76%, and will be repaid

The note bears interest at 2.76%, and to be repaid

in six equal installments of $2,520, beginning July 1, 2019.

The balance of the loan at September 30, 2019 was $7,526.

The last two payments have been deferred, with the balance still accruing

The balance of the loan at September 30, 2020 and 2019 was $5,152 and $7,526, respectively.

SUBSEQUENT EVENTS

September 30, 2019, the Company

entered into a merger agreement with Forta Financial Group, Inc.

(formerly Presidential Brokerage, Inc.) (“Forta”),

to acquire Forta in exchange for Company stock.

45,797,684 shares of Financial Gravity Companies, Inc.

will be issued in exchange

for the stock of Forta.

Companies will assume approximately $860,000 of Forta debt and receive approximately $1,220,000 in Forta

Subsequent to September 30, 2019, the Company applied to FINRA for approval of the merger.

The merger is subject to FINRA

approval and will be finalized upon such approval.

In December 2020, with an effective date

of August 30, 2020, the Company entered into an agreement with its landlord in Denver to reduce the size of its leased space.

will result in a reduction of Lease expenses of approximately $100,000 per year through the end of the tenancy.

The current lease

runs through 2024.

On December 23, 2020, the rent for the lease in Loveland was reduced to $2500 per month, resulting is a reduction

of costs of approximately $4000 per month.

In December 2020 Company entered into a non-binding term sheet

for the acquisition of two related companies with investment advisory practices.

The term sheet contemplates that Company will

be issuing shares 8,000,000 shares of its common stock in exchange for 100% ownership of the two companies.

The owners of the two

companies and some staff will become employees of one of Forta.

The term sheet provides for a close of the transaction in

January 2021.

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

What changed 10-K

Item 9A. Controls and Procedures