What changed in this filing

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Item 1. Financial Statements

2021-05-17 compared with 2021-02-17 · 799 added, 757 removed, 322 unchanged (83% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

December 31, 2020

September 30, 2020

CURRENT ASSETS

26 unchanged sentences

300,000,000 shares authorized;

83,618,412 shares issued and outstanding as of December 31, 2020 and 83,618,412 shares issued and outstanding as of September 30, 2020

83,618,412 shares issued and outstanding as of March 31, 2021 and 83,618,412 shares issued and outstanding as of September 30, 2020.

Additional paid-in capital

2 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are in integral part

of these consolidated financial statements.

The accompanying notes are in integral part of

these consolidated financial statements.

Financial Gravity Companies, Inc.

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CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended December 31,

For the three months and six months ended March

31, 2021 and 2020

December 31, 2020

December 31, 2019

Total Revenue

Broker Dealer Income

Investment management fees

Investment Management Fee

Service Income

8 unchanged sentences

Net Operating Loss

OTHER EXPENSE

Interest expense

Other Income (Expense)

Total other expense

Total other (expense) income

Net Loss before Income taxes

Loss Per Share - Basic and Diluted

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.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the three-month periods ended December

For the three and six-month periods ended March

31, 2021 and 2020

Number of Shares Issued and Outstanding

Common Stock Par Value Amount

Additional Paid-In Capital

Accumulated Deficit

Shares Issued and Outstanding

Par Value Amount

Paid-In Capital

Balance at December 31, 2019

$ (6,208,360 )

Stock based employee compensation expense

Stock options exercised

Private Placement stock issue

Balance at March 31, 2020

$ (6,370,467 )

Balance at September 30, 2019

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Private Placement stock issue

Balance at March 31, 2020

$ (6,370,467 )

Balance at December 31, 2020

$ (7,185,150 )

Stock based employee compensation expense

Balance at March 31, 2021

$ (7,288,936 )

Balance at September 30, 2020

1 unchanged sentence

Stock based employee compensation expense

Balance at December 31, 2020

Balance at March 31, 2021

$ (7,288,936 )

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.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended December 31,

Six Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable - related party

Prepaid expenses

3 unchanged sentences

Deferred revenue

Deferred rent

Lease liability

15 unchanged sentences

Cash paid during the period for:

The accompanying notes are in integral part

of these consolidated financial statements.

The accompanying notes are in integral par these

consolidated financial statements

Financial Gravity Companies, Inc.

2 unchanged sentences

NATURE OF BUSINESS

Financial Gravity Companies, Inc., and

subsidiaries (the “Company”) is headquartered in Austin Texas, with locations in Allen, Texas, Denver, Colorado and

Cincinnati, Ohio.

The currently operating wholly owned subsidiaries of the Company include:

Financial Gravity Companies, Inc., and subsidiaries

(the “Company”) is headquartered in Austin Texas, with locations in Allen, Texas, Denver, Colorado and Cincinnati, Ohio.

currently operating wholly owned subsidiaries of the Company include:

Sofos Investments, Inc.

(“Sofos”).

Sofos is a registered investment advisor (“RIA”), registered with the Securities and Exchange Commission, and provides

asset management services to individuals and businesses, including money management, financial planning, and wealth management.

Sofos commenced its money management services in late 2019, and by December 2020 had in excess of $100,000,000 in assets under

Tax Master Network, LLC, runs the Tax Master

(“TMN”) that provides four primary services including monthly subscriptions to the TMN systems, coaching

and marketing services.

TMN currently supports over 300 Certified Public Accountants (“CPA”) and Enrolled Agent professionals,

training them to support clients through tax planning services.

Sofos is a registered investment advisor (“RIA”), registered with the Securities and Exchange Commission, and provides asset

management services to individuals and businesses, including money management, financial planning, and wealth management.

Sofos commenced

its money management services in late 2020, and by March 31, 2021 had in excess of $100,000,000 in assets under management.

Tax Master Network, LLC, runs the Tax Master Network®

(“TMN”) that provides four primary services including monthly subscriptions to the TMN systems, coaching and marketing services.

TMN currently supports over 300 Certified Public Accountants (“CPA”) and Enrolled Agent professionals, training them to support

clients through tax planning services.

TMN has developed the Certified Tax Master®

that includes client

acquisition and retention systems.

TMN also offers tax planning services through the Tax Blueprint®, which includes an extensive

individualized review and assessment of the client’s tax situation.

The initial assessment sets the requirements for a custom

Tax Blueprint®

for each client to use as guide to implementation of the identified tax savings strategies.

Finally, TMN offers

the Tax Operating System, which is a system for integrating and executing tax planning strategies.

In addition, TMN will be launching

new efforts to increase subscribers, including a revamped tax operating system and financial advisor business development programs

that will assist TMN subscribers in increasing their business activity.

The goal is to provide TMN subscribers with a platform

for them to enhance their business opportunities in the areas of investment and financial advice and to increase their effectiveness

as tax advisors to small businesses and individuals.

Tax Master Network, LLC gives CPAs, Enrolled

Agents, and other tax professionals a system for marketing, selling, and fulfilling tax-planning engagements.

The system rests

on two proprietary SAAS-based applications, the Tax Ninja software, which uses non-technical language in written reports introducing

clients to tax-saving concepts and strategies;

that includes client acquisition and retention

TMN also offers tax planning services through the Tax Blueprint®, which includes an extensive individualized review and assessment

of the client’s tax situation.

The initial assessment sets the requirements for a custom Tax Blueprint®

for each client to use

as guide to implementation of the identified tax savings strategies.

Finally, TMN offers the Tax Operating System, which is a system for

integrating and executing tax planning strategies.

In addition, TMN will be launching new efforts to increase subscribers, including a

revamped tax operating system and financial advisor business development programs that will assist TMN subscribers in increasing their

business activity.

The goal is to provide TMN subscribers with a platform for them to enhance their business opportunities in the areas

of investment and financial advice and to increase their effectiveness as tax advisors to small businesses and individuals.

Tax Master Network, LLC gives CPAs, Enrolled Agents,

and other tax professionals a system for marketing, selling, and fulfilling tax-planning engagements.

The system rests on two proprietary

SAAS-based applications, the Tax Ninja software, which uses non-technical language in written reports introducing clients to tax-saving

concepts and strategies;

and the Tax Operating System®, which automates implementation of tax strategies.

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1) marketing and practice-management tools and resources;

2) access to the Technical Training Center

and the Sales Training Center to support members;

2) access to the Technical Training Center and the Sales Training Center to

support members;

3) the monthly Fueled program which promotes personal development education;

4) the weekly Tax Beat client newsletter (a client newsletter);

4) the weekly Tax Beat client newsletter

(a client newsletter);

and 6) the Certified Tax Master®

designation (which identifies

members as offering special training not usually available to clients).

TMN membership also includes the Financial Advisor Technical

Education (FATE) program, which serves two goals:

1) it helps tax planners do a better job helping clients manage tax exposure

in their investment portfolios;

and 2) it gives members a proprietary "done for you"

path into the investment advisory

designation (which identifies members as offering special training not usually

available to clients).

TMN membership also includes the Financial Advisor Technical Education (FATE) program, which serves two goals:

1) it helps tax planners do a better job helping clients manage tax exposure in their investment portfolios;

and 2) it gives members a

proprietary "done for you"

path into the investment advisory business.

MPath Advisor Resources, LLC (“MPath”)

MPath is an insurance marketing organization and provides insurance products and services to insurance agents or agencies.

is a new venture that will be focused upon insurance marketing and will capture business synergies in the sale of insurance products

by financial advisors with TMN and with Forta.

This is a new

venture that will be focused upon insurance marketing and will capture business synergies in the sale of insurance products by financial

advisors with TMN and with Forta.

Forta Financial Group, Inc.

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is a broker-dealer, a registered investment advisor, and a licensed insurance agent.

It primarily operates in Colorado and has

independent advisors and representative in other states.

Forta will be focused on attracting independent advisors and supporting

TMN members as they grow their financial advisory businesses.

Forta is implementing plans to recruit independent advisors which

will increase revenue.

Forta does not hold funds or securities for customers or owe money or securities to customers.

to Rule 15c3-1 of the Securities Exchange Act of 1934, the Forta 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 December 31, 2020, the Forta’s net capital was $294,485

and the aggregate indebtedness to net capital was 78.72%.

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.

It primarily operates in Colorado and has independent

advisors and representative in other states.

Forta will be focused on attracting independent advisors and supporting TMN members as they

grow their financial advisory businesses.

Forta is implementing plans to recruit independent advisors which will increase revenue.

does not hold funds or securities for customers or owe money or securities to customers.

Pursuant to Rule 15c3-1 of the Securities Exchange

Act of 1934, the Forta 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 March 31, 2021, the Forta’s net capital was $292,930 and the aggregate indebtedness to net capital was 67.46%.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting

polices consistently applied in the preparation of the accompanying consolidated financial statements in accordance with accounting

principles generally accepted in the United States of America (“GAAP”) is as follows.

A summary of the significant accounting polices

consistently applied in the preparation of the accompanying consolidated financial statements in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) is as follows.

Basis of Consolidation

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

Beginning as of May 21, 2020 Forta’s

assets and liabilities are included in Company’s assets and liabilities and Forta’s results of operations have been

consolidated with Company’s results.

Beginning as of May 21, 2020 Forta’s assets

and liabilities are included in Company’s assets and liabilities and Forta’s results of operations have been consolidated

with Company’s results.

Cash and Cash Equivalents

The Company considers all highly liquid

investments with an initial maturity of three months or less, when purchased, to be cash equivalents.

The Company maintains cash

balances at financial institutions located throughout the United States, which at times may exceed insured limits.

has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash

Cash does not include restricted cash, including the net capital deposit of approximately $100,000 at First Clearing,

which is recorded on the balance sheet with prepaid expenses and other current assets.

Trade accounts receivable are carried at

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

collectability of the Company’s accounts receivable is reviewed on an ongoing basis, using historical payment trends and

a review of specific accounts.

Accounts receivable are written off after all reasonable collection efforts have been exhausted

and when management determines the amounts to be uncollectible.

Recoveries of receivables previously written off are recorded when

The allowance for doubtful accounts was $0 as of December 31, 2020 and September 30, 2020, respectively.

The Company considers all highly liquid investments

with an initial maturity of three months or less, when purchased, to be cash equivalents.

The Company maintains cash balances at financial

institutions located throughout the United States, which at times may exceed insured limits.

The Company has not experienced any losses

in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

Cash does not include restricted

cash, including the net capital deposit of approximately $100,000 at First Clearing, which is recorded on the balance sheet with prepaid

expenses and other current assets.

Trade accounts receivable are carried at the invoiced

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

The collectability of the

Company’s accounts receivable is reviewed on an ongoing basis, using historical payment trends and a review of specific accounts.

Accounts receivable are written off after all reasonable collection efforts have been exhausted and when management determines the amounts

to be uncollectible.

Recoveries of receivables previously written off are recorded when received.

The allowance for doubtful accounts

was $0 as of March 31, 2021 and September 30, 2020, respectively.

In the normal course of business, the Company

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Prepaid Expenses and other current assets

Prepaid expenses consist of expenses the

Company has paid for prior to the service or good being provided.

These prepaid expenses will be recorded as expense at the time

the service has been provided.

Prepaid expenses consist of expenses the Company

has paid for prior to the service or good being provided.

These prepaid expenses will be recorded as expense at the time the service

has been provided.

This asset group also includes an accrued income asset, for Investment Management Fees, which are billed and collected

The Accrued Income balance as of March 31, 2021 is $224,569.

This accounting is pursuant to recently revised accounting policies,

which improve reporting accuracy, and as such, there are no prior meaningful comparative balances.

The Company will report comparative

balances when available.

Property and Equipment

Property and equipment are stated at cost,

less accumulated depreciation.

Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to earnings

over their estimated service lives by the straight-line method.

Maintenance and repairs are charged to

earnings as incurred;

Property and equipment are stated at cost, less

accumulated depreciation.

Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to earnings over their

estimated service lives by the straight-line method.

Maintenance and repairs are charged to earnings

major repairs and replacements are capitalized.

When items of property or equipment are sold or retired,

the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operations.

When items of property or equipment are sold or retired, the related cost

and accumulated depreciation are removed from the accounts and any gain or loss is included in operations.

Proprietary Content

The proprietary content acquired as a part

of the TMN purchase has been recognized in the accompanying consolidated balance sheets at $525,100, the value attributed to it

on the date of the purchase.

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

During each of the three months ended December 31, 2020 and 2019, the Company recorded amortization expense of $16,544 and

$16,410 respectively, on this intangible asset, which is included in depreciation and amortization expense in the accompanying

consolidated statements of operations.

Accumulated amortization at December 31, 2020 was $394,049 and $377,505 at September 30,

Future amortization of proprietary content

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

The proprietary content acquired as a part of

the TMN purchase has been recognized in the accompanying consolidated balance sheets at $525,100, the value attributed to it on the date

of the purchase.

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

During each of

the three and six months ended March 31, 2021 and 2020, the Company recorded amortization expense of $16,185 and $16,410 for the three

months, and $28,777 and $32,818 for the six months, respectively, on this intangible asset, which is included in depreciation and amortization

expense in the accompanying consolidated statements of operations.

Accumulated amortization at March 31, 2021 was $410,234 and $377,505

at September 30, 2020.

Future amortization of proprietary content is

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

Non-compete Agreements

Non-compete agreements entered into as

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

to such agreements 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 each of the three months ended December 31, 2020 and 2019, the

Company recorded amortization expense of $0 and $1,315 respectively on this intangible asset, which is included in depreciation

and amortization expense in the accompanying consolidated statements of operations.

Non-compete agreements entered into as a part

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

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 each of the three months ended March 31, 2021 and 2020, the Company recorded amortization expense of $0

and $1,315 respectively.

During each of the six months ended March 31, 2021 and 2020, the Company recorded amortization expense of $0

and $2,630 respectively on this intangible asset, which is included in depreciation and amortization expense in the accompanying consolidated

statements of operations.

Accumulated amortization was $26,300 at September 30, 2020.

This asset is fully depreciated and written off, as of September 30, 2020.

This asset is fully amortized and written off, at

September 30, 2020.

Intellectual Property

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in accordance with GAAP and accordingly, intellectual property are stated at cost.

Intellectual property with indefinite lives

are not amortized but are tested for impairment at least annually.

Management has determined that the intellectual property have

an indefinite life and do not consider the value of intellectual property recorded in the accompanying consolidated balance sheets

to be impaired as of December 31, 2020 and September 30, 2020.

Goodwill represents the excess of the value

of the purchase price and related costs over the identifiable assets from business acquisitions.

The Company conducts an annual

impairment assessment, at the reporting unit level, of its recorded goodwill.

The Company assesses qualitative factors in order

to determine whether it is more likely than not that the fair value of a reporting unit is less than it is carrying amount.

qualitative factors evaluated by the Company include:

macro-economic conditions of the local business environment, overall financial

performance, and other entity specific factors as deemed appropriate.

If, through this qualitative assessment, the conclusion is

made that it is more likely than not that a reporting unit’s fair value is less than it is carrying amount, a two-step impairment

test is performed.

Management determined, by assessing the qualitative factors, that it is more likely than not that the fair value

of the reporting unit is greater than it carries value.

Management does not consider the value of goodwill recorded in the accompanying

consolidated balance sheets to be impaired as of December 31, 2020 and September 30, 2020.

Intellectual property with indefinite lives are not

amortized but are tested for impairment at least annually.

Management has determined that the intellectual property have an indefinite

life and do not consider the value of intellectual property recorded in the accompanying consolidated balance sheets to be impaired as

of March 31, 2021 and September 30, 2020.

Goodwill represents the excess of the value of

the purchase price and related costs over the identifiable assets from business acquisitions.

The Company conducts an annual impairment

assessment, at the reporting unit level, of its recorded goodwill.

The Company assesses qualitative factors in order to determine whether

it is more likely than not that the fair value of a reporting unit is less than it is carrying amount.

The qualitative factors evaluated

by the Company include:

macro-economic conditions of the local business environment, overall financial performance, and other entity specific

factors as deemed appropriate.

If, through this qualitative assessment, the conclusion is made that it is more likely than not that a

reporting unit’s fair value is less than it is carrying amount, a two-step impairment test is performed.

Management determined,

by assessing the qualitative factors, that it is more likely than not that the fair value of the reporting unit is greater than it carries

Management does not consider the value of goodwill recorded in the accompanying consolidated balance sheets to be impaired as of

March 31, 2021 and September 30, 2020.

Goodwill consists of the following:

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The Company records federal and state income,

which requires an asset and liability approach for financial accounting and reporting for income taxes based on tax effects of

differences between the financial statement and tax basis of assets and liabilities.

The Company accounts for all uncertain

tax positions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

which requires an asset and liability approach for financial accounting and reporting for income taxes based on tax effects of differences

between the financial statement and tax basis of assets and liabilities.

The Company accounts for all uncertain tax positions

in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740

Income Taxes (“ASC 740”).

ASC 740 provides guidance on de-recognition, classification, interest and penalties

and disclosure related to uncertain income tax positions.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as a component of income tax expense.

There was no accrued interest, penalties or uncertain tax positions as of December

ASC 740 provides guidance on de-recognition, classification, interest and penalties and

disclosure related to uncertain income tax positions.

The Company recognizes accrued interest and penalties related to unrecognized tax

benefits as a component of income tax expense.

There was no accrued interest, penalties or uncertain tax positions as of March 31, 2021

and September 30, 2020.

From time to time, the Company is audited

by taxing authorities.

From time to time, the Company is audited by taxing

These audits could result in proposed assessments of additional taxes.

The Company believes that its tax

positions comply in all material respects with applicable tax law.

However, tax law is subject to interpretation, and interpretations

by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes.

Company’s Federal returns since 2016 are still subject for examination by taxing authorities.

The Company believes that its tax positions comply

in all material respects with applicable tax law.

However, tax law is subject to interpretation, and interpretations by taxing authorities

could be different from those of the Company, which could result in the imposition of additional taxes.

The Company’s Federal returns

since 2016 are still subject for examination by taxing authorities.

Earnings Per Share

Basic earnings per common share is computed

by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding for the reporting

Average number of common shares were 83,618,412 and 41,495,070 for the three months ended December 31, 2020 and 2019, respectively.

For the three months ended December 31,

2020, approximately 3,626,446 common stock equivalents were not added to the diluted average shares because inclusion of such

equivalents would be antidilutive.

For the three months ended December 31, 2019, approximately 2,161,605 common stock equivalents

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

Basic earnings per common share is computed by

dividing net earnings available to common stockholders by the weighted average number of common shares outstanding for the reporting period.

Average number of common shares were 83,618,412 and 83,618,412 for the three and six months ended March 31, 2021, respectively, and 41,524,589

and 41,495,070 for the three and six months ended March 31,2020, respectively.

For the three and six months ended March 31, 2021,

approximately 3,397,696 and 3,397,696, respectively, common stock equivalents were not added to the diluted average shares because inclusion

of such equivalents would be antidilutive.

For the three and six months ended March 31, 2020, approximately 6,512,035 and 6,512,035, respectively,

common stock equivalents were not added to the diluted average shares because inclusion of such equivalents 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, 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.

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 through Forta.

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

discounts, and are net of sales taxes, as applicable.

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

in the accompanying consolidated balance sheets.

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 December 31, 2020

and 2019, respectively.

Revenue represents gross billings less discounts,

and are net of sales taxes, as applicable.

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

consolidated balance sheets.

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 March 31, 2021 and 2020,

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 on a trade date

basis for commission revenue and upon acceptance of insurance policies by insurers.

MPath generates revenue from insurance

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

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

Sofos generates investment management fees for

money management services and investment advisory services based upon assets under management.

Revenue is recognized as earned, at the

end of each month.

Forta generates commission revenue from the sale

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

The revenue is recognized on a trade date basis

for commissions on securities sales and upon acceptance of insurance policies by insurers.

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

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or contract, and there is no up-front payment beyond the monthly subscription fee.

Cancellations are processed within the month

requested and memberships are closed at the end of the period for which the most recent payment was made.

Members are not entitled

to refunds for unused memberships.

Cancellations are processed within the month requested

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

Members are not entitled to refunds for

unused memberships.

Any subscription fees paid for a future period are deferred in the financial statements.

also sells Tax Blueprint®.

These are tax planning strategies guides, to save customers taxes through the implementation of

the recommended tax strategies.

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

A contract liability

is recognized when the customer payment is received.

TMN also sells Tax Blueprint®.

These are tax planning strategies guides, to save customers taxes through the implementation of the recommended tax strategies.

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

A contract liability is recognized when the customer payment

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

document and returns an executed delivery agreement.

document and returns an executed

delivery agreement.

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 $408,473 and $424,326 or the three months ended December 31, 2020

and 2019, respectively.

operations for the six month ended March 31, 2021 and 2020, respectively, $925,329 and $424,316, and for the three months ended March

31, 2021 and 2020, respectively, $516,856 and $283,652.

The Company received revenue from Forta’s

operations for the three months ended December 31, 2020 including:

operations for the six months and three months ended March 31, 2021 including:

Investment Advisory fees

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The Company received revenue from TMN’s

operations from the following major sources for the three months ended December 31:

operations from the following major sources for the six months and three months ended March 31:

TMN membership subscriptions

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The Company received revenue from MPath’s

operations from insurance sales of $172,602 and $0 for the three months ended December 31, 2020 and 2019, respectively.

operations from insurance sales of $326,677 and $0 for the six months ended March 31, 2021 and 2020, respectively, and $154,076 and $0

for the three months ended March 31, 2021 and 2020, respectively.

Advertising and Marketing

Marketing costs are charged to operations

when incurred.

Marketing expenses were $20,546 and $21,113 for the three months ended December 31, 2020 and 2019, respectively.

Marketing costs are charged to operations when

Marketing expenses were $32,780 and $34,585 for the six months ended March 31, 2021 and 2020, respectively, and $12,234 and

$13,472 for the three months ended March 31, 2021 and 2020, respectively.

Stock-Based Compensation

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 0.59% in the quarter ended December 31, 2020 and 1.49% to 2.55% in 2019, dividend

yield of 0%, expected life of 10 years and volatility of 35% to 40% in 2020 and 100% in 2019 respectively.

SAR awards 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 period end and are

treated as liability awards.

Forfeitures are recorded as they occur.”

While the fair value of the options are

based on the Black Scholes assumptions, the SAR awards are based on assumptions at period end and are treated as liability

Forfeitures are recorded as they occur.

Use of Estimates

1 unchanged sentence

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported assets and liabilities

and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of

revenues and expenses during the reporting period.

and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues

and expenses during the reporting period.

Actual results could differ from these estimates.

The accompanying unaudited consolidated

financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United

States (“GAAP”), pursuant to the applicable rules and regulations of the SEC.

The information furnished herein reflects

all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present

a fair statement of the financial position and operating results of the Company as of and for the respective periods.

these operating results are not necessarily indicative of the results expected for a full fiscal year or any other future period.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP

have been omitted pursuant to such rules and regulations.

However, management of the Company believes, to the best of their knowledge,

that the disclosures herein are adequate to make the information presented not misleading.

The Company has determined that there

were no subsequent events that would require adjustments to the accompanying consolidated financial statements through the date

the financial statements were issued.

The accompanying unaudited consolidated financial statements should be read in conjunction

with the audited consolidated financial statements of the Company for the fiscal year ended September 30, 2020, included in its

Annual Report on Form 10K.

The accompanying unaudited consolidated financial

statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”),

pursuant to the applicable rules and regulations of the SEC.

The information furnished herein reflects all adjustments (consisting only

of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position

and operating results of the Company as of and for the respective periods.

However, these operating results are not necessarily indicative

of the results expected for a full fiscal year or any other future period.

Certain information and footnote disclosures normally included

in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.

However, management

of the Company believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not

The Company has determined that there were no subsequent events that would require adjustments to the accompanying consolidated

financial statements through the date the financial statements were issued.

The accompanying unaudited consolidated financial statements

should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended September 30,

2020, included in its Annual Report on Form 10-K.

Going Concern

The accompanying consolidated financial

statements have been prepared assuming that the Company will continue as a going concern, which contemplates the Company will need

to manage additional asset units under contract and/or additional financing to fully implement its business plan, including continued

growth and establishment of a stronger brand.

For the three months ended December 31,

2020, the Company reported $1,707,677 in revenue, a net loss of $194,360, use of cash of $51,762, and an accumulated deficit of

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 of $283,345.

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

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.

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern, which contemplates the Company will need to manage additional

asset units under contract and/or additional financing to fully implement its business plan, including continued growth and establishment

of a stronger brand.

For the six months ended March 31, 2021, the Company reported $3,389.673

in revenue, a net loss of $298,147, cash used in operations of $258,061, and an accumulated deficit of $7,288,936.

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 of $283,345.

Additionally, on May 15, 2020, Forta received a PPP loans 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.

On February 2, 2021

Forta received a PPP loan in the amount of $422,900.

This PPP loan bears a fixed interest rate of 1% over a five-year term, are guaranteed

by the federal government, and does 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 $1,083,945.

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

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

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

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 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.

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.

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 was effective for

the Company beginning October 1, 2020.

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.

Adoption of ASU 2017-04 does not have a material impact

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

SEGMENT REPORTING

We manage our business in four reportable

We manage our business in four reportable segments.

Each of our active 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, Financial Gravity Tax (“FGT”),

was sold in October of 2019 because the Company did not see growth potential in the unit’s accounting and direct tax advice

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

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

share of consolidated operating income.

Therefore, for instance, the tax unit, Financial Gravity Tax (“FGT”), was sold in

October of 2020 because the Company did not see growth potential in the unit’s accounting and direct tax advice operations.

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

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THREE MONTHS ENDED DECEMBER 31, 2019

(discontinued)

FOR THREE MONTHS ENDED MARCH 31, 2020

Ordinary Income/Expense

Service Income

Investment Management Fees

& Amortization

and Administrative

Professional Services

Other Income/Expense

Other Expense

Interest Expense

Other Expense

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THREE MONTHS ENDED MARCH 31, 2021

Management Fees

Compensation Expense

Cost of services

Depreciation Amortization

General and Administrative

Total Expense

Net Operating Income

and Administrative

Net Operating

Interest Expense

Net Income/(Loss)

* Includes non-recurring

revenue of $150,000 from the sale of the tax unit

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THREE MONTHS ENDED DECEMBER 31, 2020

Broker Dealer

FOR SIX MONTHS ENDED MARCH 31, 2020

Ordinary Income/Expense

Service Income

Investment Management Fees

Income from Inv in Subsidiaries

Compensation Expense

Cost of services

Depreciation & Amortization

General and Administrative

& Amortization

and Administrative

Professional Services

Total Expense

Net Operating Income

Other Income/Expense

Total Other Expense

Net Other Income

Other Expense

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR SIX MONTHS ENDED MARCH 31, 2021

Ordinary Income/Expense

Service Income

Management Fees

from Inv in Subsidiaries

Cost of services

& Amortization

Administrative

Income/(Loss)

Other Income/Expense

Other Expense

Interest Expense

Other Expense

Net Income/(Loss)

$ (1,420,386 )

BUSINESS ACQUISITION

On May 21, 2020 the Company acquired 100%

of the stock of Forta.

Forta is a broker dealer, registered investment advisor and an insurance brokerage, subject to FINRA, SEC

and insurance regulation.

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

of May 21, 2020.

The Company acquired Forta in May of 2020

in exchange for 45,785,879 shares of Company common 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 December 31, 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.

On May 21, 2020 the Company acquired 100% of the

stock of Forta.

Forta is a broker dealer, registered investment advisor and an insurance brokerage, subject to FINRA, SEC and insurance

Forta’s financial performance is included in Company’s consolidated statements starting as of May 21, 2020.

The Company acquired Forta in May of 2020 in exchange

for 45,785,879 shares of Company common 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 March 31, 2021.

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 services.

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

Forta also contributed key operating assets, including in excess of $700,000 in cash, and annual revenues in excess of $3,000,000.

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

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).

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

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PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December

Property and equipment consist of the following at March 31:

Estimated Service Lives

3 unchanged sentences

Less accumulated depreciation and amortization

Depreciation expense was $42,419 and $37,647 during the years

ended December 31, 2020 and 2019, respectively.

Depreciation expense was $19,806 and $4,061 for

the three months ended March 31, 2021 and 2020, respectively.

Depreciation expense was $42,545 and $12,358 during the six months ended

March 31, 2021 and 2020 respectively.

INTELLECTUAL PROPERTY

2 unchanged sentences

Intellectual property purchased at cost

Intellectual property at December 31 2020

Intellectual property at March 31 2020

In February 2016, the FASB issued ASU 2016-02

2 unchanged sentences

In July 2018, the FASB issued ASU No.

2018-10 Codification Improvements to

Topic 842, Leases and ASU No.

2018-10 Codification Improvements to Topic

842, Leases and ASU No.

2018-11 Leases (Topic 842):

1 unchanged sentence

In March 2020, the FASB issued ASU No.

Codification Improvements to Topic 842, Leases.

2020-1 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 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 controls.

The Company leases their office space through

1 unchanged sentence

in Austin, Texas, Allen, Texas 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.

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

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

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

Lease 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 date.

The Company’s

operating lease expense is recognized on a straight-line basis over the lease term and is recorded in general and administrative

The Company also leases certain equipment

under operating leases.

Total rent expense for the three months

ended December 31, 2020 was $117,344 for Forta’s the Denver Lease (Greenwood Village –

the lease ends in May 2024).

As part of the lease amendment entered into with the lessor in December 2020, the rent owed for September to December 2020 was

deferred and will be paid over the term of the amended lease.”

The difference between rental expense and rental payments

is recorded as deferred rent in the accompanying consolidated balance sheets.

Management expects that in the normal course of business,

leases will be renewed or replaced by other leases.

All other leases are recorded on the

balance sheet as right-of-use assets and lease liabilities for the lease term.

Lease 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 date.

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 also leases certain equipment under

operating leases.

Total Company rent expense for the three months

ended March 31, 2021 and 2020 respectively was $32,360, and $32,667.

Total Company rent expense for the six months ended March 31, 2021

and 2020, respectively was $138,383 and $64,588.

The Forta lease for its Greenwood Village premises was renegotiated.

As part of the lease

amendment entered into with the lessor in December 2020, the rent owed for September to December 2020 was deferred and will be paid over

the term of the amended lease.”

The difference between rental expense and rental payments is recorded as deferred rent in the accompanying

consolidated balance sheets.

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

Company also has short term leases that are insignificant in its other locations.

Minimum future annual rental payments under

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

Minimum future annual rental payments under non-cancelable

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

Rental Payments

3 unchanged sentences

LINE OF CREDIT

The Company has a revolving line of credit

with Wells Fargo Bank, N.A.

The Company has a revolving line of credit with

Wells Fargo Bank, N.A.

in the amount of $67,500.

Amounts drawn under this line of credit are due on demand, and monthly interest

and principal payments are required.

Amounts drawn under this line of credit are due on demand, and monthly interest and principal

payments are required.

The interest rate on the line of credit is 9.5%.

This line of credit is supported by the personal

guarantee of John Pollock.

Line of credit balance was $49,145 and $62,019 at December 31, 2020 and 2019, respectively, and $54,112

at September 30, 2020.

This line of credit is supported by the personal guarantee of

John Pollock.

Line of credit balance was $44,065 and $60,185 at March 31, 2021 and 2020, respectively, and $54,112 at September 30, 2020.

NOTES PAYABLE

On April 19, 2019, the Company entered

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 December 31, 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 December 31, 2020 are as follows:

On April 19, 2020, the Company entered into an

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

note 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 authority,

however the abatement was denied.

The outstanding balance on March 31, 2021 and 2020, was $20,466 and $26,511 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.

The 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.

The balance at March 31, 2021 was $46,283.

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.

These 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.

On February 2, 2021 Forta received a PPP loan in the amount of $422,900.

This PPP loan bears a fixed interest

rate of 1% over a five-year term, are guaranteed by the federal government, and does 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 $1,083,945.

Forta submitted its forgiveness

application to the SBA in December of 2020 on the first tier loans, and at quarter end Company was awaiting the SBA’s follow-up

on its application for forgiveness.

However, the PPP loan to Company was forgiven after March 31, 2021 (see Subsequent Events).

The Company’s maturities of debt subsequent

to March 31, 2021 are as follows:

ACCRUED EXPENSES

Accrued expenses increased by $110,835

for the three months ending December 31, 2020 to $1,178,227 from $1,067,392 as of September 30, 2020.

Accrued expenses consist

of the following at December 31:

December 31, 2020

Accrued expenses increased by $71,873 for the

six months ending March 31, 2021 to $1,139,265 from $1,067,392 as of September 30, 2020.

Accrued expenses consist of the following at

March 31, 2021

September 30, 2020

6 unchanged sentences

Accrued operating expenses

For the three months ending December 31,

2020 and 2019, the effective tax rate of 0% varies from the U.S.

federal statutory rate primarily due to state income taxes, net

losses, certain nondeductible expenses, changes in the federal statutory rate are from 35% to 21%, and an increase in the valuation

allowance associated with the net operating loss carryforwards.

Our deferred tax assets related to net operating loss carryforwards

remain fully reserved due to uncertainty of utilization of those assets.

For the three months ending March 31, 2021 and

2020, the effective tax rate of 0% varies from the U.S.

federal statutory rate primarily due to state income taxes, net losses, certain

nondeductible expenses, and an increase in the valuation allowance associated with the net operating loss carryforwards.

tax assets related to net operating loss carryforwards remain fully reserved due to uncertainty of utilization of those assets.

A deferred tax liability or asset is determined

based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax

rates which will be in effect when these differences reverse.

Deferred tax expense or benefit in the accompanying consolidated

statements of operations are the result of changes in the assets and liabilities for deferred taxes.

The measurement of deferred

tax assets is reduced, if necessary, by the amount for any tax benefits that, based on available evidence, are not expected to

Income tax expense is the current tax payable or refundable for the year plus or minus the net change in the deferred

tax assets and liabilities.

Deferred income taxes of the Company arise from the temporary differences between financial statement

and income tax recognition of NOL carry-forwards.

The deferred tax assets and liabilities

in the accompanying consolidated balance sheets include the following components at December 31, 2020 and September 30, 2020:

based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which

will be in effect when these differences reverse.

Deferred tax expense or benefit in the accompanying consolidated statements of operations

are the result of changes in the assets and liabilities for deferred taxes.

The measurement of deferred tax assets is reduced, if necessary,

by the amount for any tax benefits that, based on available evidence, are not expected to be realized.

Income tax expense is the current

tax payable or refundable for the year plus or minus the net change in the deferred tax assets and liabilities.

Deferred income taxes

of the Company arise from the temporary differences between financial statement and income tax recognition of NOL carry-forwards.

The deferred tax assets and liabilities in the

accompanying consolidated balance sheets include the following components at March 31, 2021 and September 30, 2020:

March 31, 2021

September 30, 2020

Net non-current deferred tax assets:

6 unchanged sentences

COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

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.

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 otherwise.

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.

Forta has 16 pending FINRA claims that arise from

the sale to clients of alternative investments (REITs, Business Development Loan Funds, and Oil and Gas securities).

While the exposure

on these cases would not be material, the costs of defense for legal fees may be substantial.

Company is evaluating the impact upon operations

of the expenses.

In December 2020, a novel strain of coronavirus,

referred to as COVID-19, was reported to have surfaced in Wuhan, China.

Since then, COVID-19 has spread to other countries, including

the United States.

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

Further, the President of the

United States declared the COVID-19 pandemic a national emergency.

States in which we operate declared states of emergency related to

the spread of COVID-19 and issued executive orders directing individuals to stay at their place of residence for an indefinite period

The financial markets demonstrated significant

volatility in reaction to the virus outbreak.

There has been considerable strain on companies in many sectors of the economy.

suffered significant decreases in the value of their investment portfolios, and the economy has significantly shut down.

It is unclear

when the economy will start up again, and the lingering effects are not known.

During periods of high volatility and uncertainty many

investors choose to stop ongoing investment activity and sit on the sidelines until the markets become more stable.

The Company’s revenues are adversely affected

when investors reduce their investment activities.

In addition, part of Company’s revenues is based upon the value of assets under

If the investment portfolios of clients decrease in value, the fees charged for investment advice also decreases.

The Company could be affected by lack of access

to its offices, although that seems to have had little short-term impact as employees have succeeded in maintaining productivity while

working remotely.

The long-term effects, however, may present significant issues.

Any significant shutdown of the economy for a

sustained period will affect the Company’s revenue which could lead to losses.

STOCKHOLDERS’

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shares of common stock, par value $0.001 per share.

During the three months ended December

31, 2020 and 2019, the Company sold 0 shares and 75,757 for $25,000, respectively.

During the three months and six months ended March

31, 2021, respectively the Company sold 0 and 0 shares, respectively for $0 and $ respectively and during the three months and six months

ended March 31, 2020, respectively, the Company sold 75,757 and 0 shares, for $25,000 and $0, respectively.

STOCK OPTION PLAN

Effective February 27, 2015, the Company

established the 2015 Stock Option Plan (the “Plan”).

The Board of Directors of the Company has the authority and discretion

to grant stock options.

The maximum number of shares of stock that may be issued pursuant to the exercise of options under the

Plan is 9,000,000.

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.

option may be issued under the Plan after February 27, 2018.

Effective November 22, 2016, the Company

established the 2016 Stock Option Plan (the “2016 Plan”).

The Board of Directors of the Company has the authority and

discretion to grant stock options and stock appreciation rights (SARs).

The maximum number of shares of stock that may be issued

pursuant to the exercise of options under the 2016 Plan is 20,000,000.

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.

No option may be issued under the Plan after ten years from the date of adoption of the

Stock option and stock appreciation rights

activity is summarized as follows:

Effective February 27, 2015, the Company established

the 2015 Stock Option Plan (the “Plan”).

The Board of Directors of the Company has the authority and discretion to grant stock

The maximum number of shares of stock that may be issued pursuant to the exercise of options under the Plan is 9,000,000.

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.

No option may be issued under the Plan after February

Effective November 22, 2016, the Company established

the 2016 Stock Option Plan (the “2016 Plan”).

The Board of Directors of the Company has the authority and discretion to grant

stock options and stock appreciation rights (SARs).

The maximum number of shares of stock that may be issued pursuant to the exercise

of options under the 2016 Plan is 20,000,000.

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

No option may be issued under the Plan after ten years from the date of adoption of the 2016 Plan.

Stock option and stock appreciation rights activity

is summarized as follows:

Shares Under Option

4 unchanged sentences

Canceled or expired

(1,299,405 ) *

Outstanding - September 30, 2020

Canceled or expired

Outstanding - December 31, 2020

Exercisable - December 31, 2020

* 500,000 SARs grants reflected as expired

prior to September 30, 2020 actually expired in the three months ended December 31, 2020.

Unamortized share-based compensation expense

as of December 31, 2020 amounted to $424,496 which is expected to be recognized over the next 4.6685 years.

Total compensation expense, included in

salaries and wages, of previously unamortized stock compensation was $60,170 and $7,085 for the three months ended December 31,

2020 and 2019.

On November 27, 2019, the 2016 Plan was

amended to allow grants of other equity related rights, including Stock Appreciation Rights.

During the three months ended December

Outstanding - March 31, 2021

Exercisable - March 31, 2021

Unamortized share-based compensation

expense as of March 31, 2021 amounted to $382,874 which is expected to be recognized over the next 4.3068 years.

Total compensation expense, included in salaries

and wages, of previously unamortized stock compensation for the three months ended March 31, 2021 and 2020 was $60,673 and $11,030, respectively,

and for the six months ended March 31, 2021 and 2020, respectively, was $120,843 and $16,251.

On November 27, 2019, the 2016 Plan was amended

to allow grants of other equity related rights, including Stock Appreciation Rights.

During the three and six months ended March 31, 2021,

0 and 0 options and SARs were granted, respectively.

SARs are recorded as a liability because there is a cash settlement

SARs are recorded as a liability because there is a cash settlement option.

RELATED PARTY TRANSACTIONS

As a result of the acquisition of the TMN

business in 2016, the Company is obligated to make payments to TaxTuneup, LLC, which is an entity owned by Edward A.

Lyon (a current

board member), each month totaling $16,500.

The total paid under these agreements in the three months ended December 31, 2020 and

2019 respectively, were $49,500 and $49,500,

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

The balance of the loan at December 31, 2020 was $5,187 and

at September 30, 2020 was $5,152.

In addition, there are payables owed to

Pollock of approximately $51,000 related to services rendered by him to Company, and $10,000 owed to a former principal of

TMN for services rendered.

There is no specific due date on these obligations, but Company plans are substantial reductions in

the amounts owing this fiscal year.

As a result of the acquisition of the TMN business

in 2016, the Company is obligated to make payments to TaxTuneup, LLC, which is an entity owned by Edward A.

Lyon (a current board member),

each month totaling $16,500.

The total paid under these agreements was $ 49,500 and $49,500 for the three months ended March 31,2021

and 2020 respectively, and $99,000 and $99,000 for the six months ended March 31, 2021 and 2020 respectively.

On April 12, 2020, 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 in six

equal installments of $2,520, beginning July 1, 2020.

The balance of the loan at March 31, 2021 was $5,223 and at September 30, 2020 was

In addition, there are payables owed to Mr.

of approximately $51,000 related to services rendered by him to Company, and $10,000 owed to a former principal of TMN for services rendered.

There is no specific due date on these obligations, but Company plans are substantial reductions in the amounts owing this fiscal year.

SUBSEQUENT EVENTS

In February of 2021, Forta received a

second draw of a PPP Loan in the amount of $422,900.

Company believes that the loan will be forgiven.

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.

owners of the two companies and some staff will become employees of Forta.

The term sheet provides for a close of the transaction

in February 2021.

In December 2019, a novel strain of coronavirus,

referred to as COVID-19, was reported to have surfaced in Wuhan, China.

Since then, COVID-19 has spread to other countries, including

the United States.

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

Further, the President

of the United States declared the COVID-19 pandemic a national emergency.

States in which we operate declared states of emergency

related to the spread of COVID-19 and issued executive orders directing individuals to stay at their place of residence for an

indefinite period of time.

The financial markets demonstrated significant

volatility in reaction to the virus outbreak.

There has been considerable strain on companies in many sectors of the economy.

suffered significant decreases in the value of their investment portfolios, and the economy has significantly shut down.

unclear when the economy will start up again, and the lingering effects are not known.

During periods of high volatility and uncertainty

many investors choose to stop ongoing investment activity and sit on the sidelines until the markets become more stable.

The Company’s revenues are adversely

affected when investors reduce their investment activities.

In addition, part of Company’s revenues is based upon the value

of assets under management.

If the investment portfolios of clients decrease in value, the fees charged for investment advice also

The Company could be affected by lack of

access to its offices, although that seems to have had little short-term impact as employees have succeeded in maintaining productivity

while working remotely.

The long-term effects, however, may present significant issues.

Any significant shutdown of the economy

for a sustained period will affect the Company’s revenue which could lead to losses.

The PPP Loan to Company of $283,345 was forgiven

on April 13, 2021.

In March 1, 2021 Company entered into a merger

agreement with NCW Group, Inc.

The consummation of the merger will be completed upon filing of the certificate of merger with the State

of California.

Subject to satisfaction of conditions, Company will be issuing 8,000,000 shares of its common stock in exchange for 100%

ownership of the NCW Group, Inc.

The owners of the two companies and some staff will become employees of Forta, and NCW will cease to

Management’s Discussion and Analysis of Financial

1 unchanged sentence

Forward-Looking Statements

The following Management’s Discussion

and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand its historical

results of operations during the periods presented and its financial condition.

This MD&A should be read in conjunction with

its financial statements and the accompanying notes and contains forward-looking statements that involve risks and uncertainties

and assumptions that could cause its actual results to differ materially from management’s expectations.

See the sections

entitled “Forward-Looking Statements”

The following Management’s Discussion and

Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand its historical results

of operations during the periods presented and its financial condition.

This MD&A should be read in conjunction with its financial

statements and the accompanying notes and contains forward-looking statements that involve risks and uncertainties and assumptions that

could cause its actual results to differ materially from management’s expectations.

See the sections entitled “Forward-Looking

Statements”

and “Risk Factors”

included in this Form 10-Q for the three months

ended December 31, 2020.

included in this Form 10-Q for the six months ended March 31, 2021.

Plan of Operations

Financial Gravity is a parent company of

best of breed financial services companies including brokerage, wealth management, estate planning, family office services, risk

management, business and personal tax planning, business consulting, and financial advisor services.

Financial Gravity's mission

is to synergistically bring together companies that create symbiotic advantages to each other in order to bring a complete financial

experience to the clients that we serve.

Financial Gravity is a parent company of best

of breed financial services companies including brokerage, wealth management, estate planning, family office services, risk management,

business and personal tax planning, business consulting, and financial advisor services.

Financial Gravity's mission is to synergistically

bring together companies that create symbiotic advantages to each other in order to bring a complete financial experience to the clients

that we serve.

Financial Gravity’s Subsidiaries:

Forta Financial Group, Inc.

Forta was acquired effective May 21, 2020

and is a securities broker dealer, a registered investment advisor and a licensed insurance agency.

Forta is a registered broker-dealer

with the Securities and Exchange Commission (''SEC") and with the Financial Industry Regulatory Authority ("FINRA").

Forta 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 customers.

Pursuant to Rule 15c3-1 of the

Securities Exchange Act of 1934, the Forta 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 December 31, 2020, the Forta’s net capital was $294,485 and the aggregate indebtedness

to net capital was 78.72%.

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.

Forta was acquired effective May 21, 2020 and

is a securities broker dealer, a registered investment advisor and a licensed insurance agency.

Forta is a registered broker-dealer with

the Securities and Exchange Commission (''SEC") and with the Financial Industry Regulatory Authority ("FINRA").

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 customers.

Pursuant to Rule 15c3-1 of the Securities Exchange Act

of 1934, Forta is required to maintain minimum net capital of $100,000 and ratio of aggregate indebtedness to net capital shall not exceed

On March 31, 2021, the Forta’s net capital was $292,930 and the aggregate indebtedness to net capital was 67.46%.

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.

Sofos Investments, Inc.

4 unchanged sentences

Sofos is a Registered Investment Advisory firm.

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

management business and is registered either with the Securities and Exchange Commission “SEC”

or state securities

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

suitable investment advice and always act in the clients’

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

business and is registered either with the Securities and Exchange Commission “SEC”

or state securities authorities.

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

and always act in the clients’

best interests.

4 unchanged sentences

Tax Master Network “TMN”

a key acquisition in fiscal year 2016.

TMN supports over 300 CPA and Enrolled Agent professionals, training them to add crucial

tax planning services to support clients.

Not only did this acquisition bring high-end tax planning to Financial Gravity, but the

TMN customer base adds significant business development opportunities for Forta and Sofos.

The Company developed the Certified

Tax Master®

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

TMN also provides tax services through its “Tax

Blueprint®”

system which identifies several strategies for lowering the client's taxes.

Results of Operations for the three

months ended December 31, 2020 compared to the three months ended December 31, 2019

For the three months ended December 31,

2020, revenue increased $865,927 to $1,707,677 from $841,750 (which included non-recurring revenue of $150,000 from the sale of

the tax unit) for the three months ended December 31, 2019.

The principal components of the increase in revenue are:

revenue of approximately $270,000 from Forta, increased investment management revenue from Forta and Sofos of approximately $430,000,

and increased revenue from TMN and Mpath of approximately $170,000 as compared to the three months ended December 31, 2019.

acquisition in fiscal year 2016.

TMN supports over 300 CPA and Enrolled Agent professionals, training them to add crucial tax planning

services to support clients.

Not only did this acquisition bring high-end tax planning to Financial Gravity, but the TMN customer base

adds significant business development opportunities for Forta and Sofos.

The Company developed the Certified Tax Master®

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

TMN also provides tax services through its “Tax Blueprint®”

which identifies several strategies for lowering the client's taxes.

Results of Operations for the three and six

months ended March 31, 2021 compared to the three and six months ended March 31, 2020

For the three months ended March 31, 2021, revenue

increased $1,064,989 to $1,681,995 from $616,680 for the three months ended March 31, 2020.

The principal components of the increase in

revenue of approximately $754,000 from Forta, increased investment management revenue from Sofos of approximately $150,000,

and from Mpath of approximately $166,000, as compared to the three months ended March 31, 2020.

For the six months ended March 31, 2021, revenue

increased $2,080,917 to $3.389,673 from $1,308,755 for the six months ended March 31, 2020.

The principal components of the increase in

revenue of approximately $1,500,000 from Forta, increased investment management revenue from Sofos of approximately $150,000,

and increased revenue from TMN of approximately 180,000, and from Mpath of approximately $325,000, offset by decreased revenue at Financial

Gravity Tax of approximately $70,000 as compared to the six months ended March 31, 2020.

Operating Expenses

Cost of services activity increased $23,535

to $35,547 for the three months ended December 31, 2020 from $12,012 for the three months ended December 31, 2020.

services is credit card processing fees and Forta cost of brokerage services.

Professional services expenses include

legal expense, professional fees, and business consulting.

Professional services expenses increased $17,397 to $132,730 for the

three months ended December 31, 2020 from $115,333 for the three months ended December 31, 20219 This increase is primarily due

to an increase in legal fees.

Depreciation and amortization expenses

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

Cost of services activity increased $8,038 to

$22,683 for the three months ended March 31, 2021 from $14,646 for the three months ended March 31, 2020.

The three month increase consists

of Forta clearing house charges of $13,386, offset by reduction of credit card processing costs, resulting from the disposal of the tax

business, of $5,349.

Cost of services activity increased $31,573 to $58,230 for the six months ended March 31, 2021 from $26,657 for the

six months ended March 31, 2020.

The six month increase is principally due to Forta clearing house charges of $27,398 and a Sofos customer

settlement of $11,073.

The cost of services is credit card processing fees and Forta cost of brokerage services.

Professional services expenses include legal expense,

professional fees, and business consulting.

Professional services expenses increased $26,428 to $97,074 for the three months ended March

31, 2021 from $70,646 for the three months ended March 31, 2020 This increase is primarily due to an increase in legal fees and accounting

arising from Forta operations.

Professional services expenses increased $42,825 to $229,804 for the six months ended March 31, 2021 from

$186,979 for the six months ended March 31, 2020 This increase is primarily due to an increase in legal fees and accounting arising from

Forta operations.

Depreciation and amortization expenses include

depreciation on fixed assets and amortization of definite lived intangibles.

Depreciation and amortization expenses increased $10,388

$9,308 to $$35,330 for the three months ended December 31, 2020 from $26,022 for the three months ended December 31, 2019.

decrease is due to some assets becoming fully depreciated.

General and administrative

expenses increased $237,935 to $336,766 for the three months ended December 31, 2020 from $98,831 for the three months ended December

The increase is primarily due to inclusion of Forta's expenses or approximately $235,000 for the period.

to $32,174 for the three months ended March 31, 2021 from $21,785 for the three months ended March 31, 2020.

The increase is due to acceleration

of depreciation of certain assets.

Depreciation and amortization expenses increased $19,697 to $67,504 for the six months ended March

31, 2021 from $47,807 for the six months ended March 31, 2020.

The increase is due to acceleration of depreciation of certain assets

General and administrative expenses increased

$138,965 to $221,398 for the three months ended March 31, 2021 from $85,903 for the three months ended March 31, 2020.

The increase is

primarily due to inclusion of Forta's expenses of approximately $148,000 for the period General and administrative expenses increased

$376,353 to $558,165 for the six months ended March 31, 2021 from $181,812 for the six months ended March 31, 2020.

The increase is primarily

due to inclusion of Forta's expenses of approximately $380,000 for the period.

Marketing expenses decreased slightly by $1,238

$567 to $20,546 for the three months ended December 31, 2020 from $21,113 for the three months ended December 31, 2019.

is due to the Company shutting down some previous marketing channels, while new channels have yet to be identified and implemented.

Compensation expenses increased $755,970

to $1,334,782 for the three months ended December 31, 2020 from $578,812 for the three months ended December 31, 2019.

increase was principally due to inclusion of Forta's compensation expense (approximately $624,000), increase in Mpath's compensation

expense (approximately $50,000) and increases of compensation expenses at Sofos and Company (approximately $73,000).

The Company experienced an increase

in its net loss of $182,318 to a net loss of $194,360 for the three months ended December 31, 2020 from a net loss of $12,042

for the three months ended December 31, 2019, primarily attributable to the reasons noted above.

to $12,234 for the three months ended March 31, 2021 from $13,472 for the three months ended March 31, 2020 Marketing expenses decreased

slightly by $1,805 to $32,780 for the six months ended March 31, 2021 from $34,585 for the six months ended March 31, 2020.

The decreases

are due to the Company shutting down some previous marketing channels, while new channels have yet to be identified and implemented.

Compensation expenses increased $830,475 to $1,400,684

for the three months ended March 31, 2021 from $570,209 for the three months ended March 31, 2020.

The increase was principally due to

inclusion of Forta's compensation expense (approximately $612,000), increase in Mpath's compensation expense (approximately $35,000) and

increases of compensation expenses at Company (approximately $100,000) and an increase at TMN and Sofos (approximately $50,000).

expenses increased $1,586,446 to $2,735,466 for the six months ended March 31, 2021 from $1,149,020 for the six months ended March 31,

The increase was principally due to inclusion of Forta's compensation expense (approximately $1,240,000), increase in Mpath's compensation

expense (approximately $80,000) and increases of compensation expenses at Company (approximately $190,000) and an increase at TMN and

Sofos (approximately $75,000).

The Company experienced an decrease in its net

loss of $55,525 to a net loss of $103,786 for the three months ended March 31, 2021 from a net loss of $162,107 for the three months ended

March 31, 2020.

The Company experienced an increase in its net loss of $126,759 to a net loss of $298,147 for the six months ended March

31, 2021 from a net loss of $171,352 for the six months ended March 31, 2020.

The changes are primarily attributable to the reasons noted

Significant Accounting Policies

Certain critical accounting policies affect

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

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

Certain critical accounting policies affect the

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

These policies

are contained in Note 1 to the consolidated financial statements.

Use of Estimates and Assumptions.

The preparation of consolidated financial

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

estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period.

Actual results could differ from those estimates.

The preparation of consolidated financial statements

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

assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of

the consolidated financial statements and the reported amounts of revenues and expenses during the reported period.

Actual results could

differ from those estimates.

Revenue Recognition and Accounts Receivable.

The Company derives its revenues primarily

from six components:

Investment Management Fees, Brokerage Commissions, Tax Master Network subscriptions, Tax Operating System

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

The Company derives its revenues primarily from

six components:

Investment Management Fees, Brokerage Commissions, Tax Master Network subscriptions, Tax Operating System subscriptions,

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

Sofos Investments, Inc.

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.

Investment management fees are calculated as a percentage of assets

under management for the period.

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.

Investment management fees are calculated as a percentage of assets under management for the period.

Investment management fees are Revenue is recognized as earned, at the end of each period.

are withdrawn from investor assets monthly, in arrears.

Commission revenue is derived from the

sale of securities, annuities and premiums on life insurance policies.

The revenue is recognized when commissions are earned from

the sale of securities, and when it is determined that insurance products are sold.

Commissions are received after products are

sole, issued or in force.

Revenue represents gross billings less

discounts, and are net of sales taxes, as applicable.

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

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.

None of these programs come with a long-term commitment or contract, and

there is no up-front payment beyond the monthly subscription fee.

Fees are withdrawn from investor assets monthly,

Commission revenue is derived from the sale of

securities, annuities and premiums on life insurance policies.

The revenue is recognized when commissions are earned from the sale of

securities, and when it is determined that insurance products are sold.

Commissions are received after products are sold, issued or in

Revenue represents gross billings less discounts,

and are net of sales taxes, as applicable.

Amounts invoiced for work not yet completed are shown as deferred revenue 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.

None of these programs come with a long-term commitment or contract,

and there is no up-front payment beyond the monthly subscription fee.

Cancellations are processed within the month requested and memberships

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

Members are not entitled to refunds for unused

Members are not entitled to refunds for unused memberships.

Any subscription fees paid for a future period are deferred in the financial statements.

TMN also sells Tax Blueprint®.

These are tax planning strategies guides, to save customers taxes through the implementation of the recommended tax strategies.

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®

tax planning strategies guides, to save customers taxes through the implementation of the recommended tax strategies.

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®

document and returns an executed delivery agreement.

Subscription income is billed to

client credit card monthly, on the monthly anniversary of client sign-up.

Tax BluePrint sales are billed to the client after a

preliminary assessment and client approval to move forward.

Revenue recognized in 2020, that was included in the deferred revenue

liability at the beginning of the year.

Services income is recognized as consulting

and other professional services are performed by the Company.

Subscription income is billed to client credit card monthly, on the

monthly anniversary of client sign-up.

Tax BluePrint sales are billed to the client after a preliminary assessment and client approval

to move forward.

Revenue has been recognized in 2021 in the amount of $76,470, that was included in the contract liability at the beginning

of the at the end of 2020.

Services income is recognized as consulting and

other professional services are performed by the Company.

Income is recognized as services are delivered.

Commission revenue is derived from the

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

Commission revenue is derived from the sale of

premiums on life insurance policies held by third parties.

The revenue is recognized as received from the insurer, issuer.

Revenue represents gross billings less

discounts, net of sales tax, as applicable.

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

consolidated balance sheets.

Tax Master Network has 3 types of services

that are charged and collected on a month-to-month subscription basis (Tax Master Network basic membership, All-Stars coaching,

and Wire Service weekly broadcast email).

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

up-front payment beyond the monthly subscription fee.

Cancellations are processed within the month requested and memberships are

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

Members are not entitled to refunds for unused memberships.

Trade accounts receivable are carried only

for subscription revenues not received in the period they apply to.

The allowance for doubtful accounts was $0 and $0 as of December

31, 2020 and September 30, 2020, respectively.

Revenue represents gross billings less discounts,

net of sales tax, as applicable.

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

balance sheets.

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.

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

Stock-Based Compensation.

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 0.59% in the quarter ended December 31, 2020, dividend yield of 0%, expected

life of 10 years and volatility of 35% to 40% in 2020.

SAR awards 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 period end and are treated as liability awards.

Forfeitures are recorded

as they occur.

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 0.59%, dividend yield of 0%, expected life of 10 years and volatility of 35% to 40% in 2020.

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 period end and are

treated as liability awards.

Forfeitures are recorded as they occur.

Liquidity and Capital Resources

As of December 31, 2020, the Company had

cash and cash equivalents of $431,092.

The decrease of $51,762 in cash and cash equivalents from September 30, 2020 was due to

net cash used in operating activities of $44,392 and net cash used in investing activities of $881, and net cash used in financing

activities of $6,489.

As shown below, at December 31, 2020, our

contractual cash obligations totaled approximately $1,166,918, all of which consisted of debt principal.

Payments due by period

As of March 31, 2021, the Company had cash and

cash equivalents of $626,685.

The increase of $143,831 in cash and cash equivalents from September 30, 2020 was due to net cash used in

operating activities of $258,061 and net cash used in investing activities of $2,176, and net cash provided from financing activities

As shown below, at March 31, 2021, our contractual

cash obligations totaled approximately $1,440,762, all of which consisted of debt principal.

Maturities by years

Contractual obligations

4 unchanged sentences

Total contractual cash obligations

The accompanying consolidated financial

statements have been prepared assuming that the Company will continue as a going concern, which contemplates the Company will need

to manage additional asset units under contract and/or additional financing to fully implement its business plan, including continued

growth and establishment of a stronger brand.

For the three months ended December 31,

2020, the Company reported $1,707,677 in revenue, a net loss of $194,360, use of cash of $51,762, and an accumulated deficit of

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern, which contemplates the Company will need to manage additional

asset units under contract and/or additional financing to fully implement its business plan, including continued growth and establishment

of a stronger brand.

For the six months ended March 31, 2021, the Company

reported $3,389,673 in revenue, a net loss of $298,147, an increase in cash used in operations of $258,061, and an accumulated deficit

of $7,288,936.

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 of $283,345.

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

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.

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 of $283,345.

Additionally, on May 15, 2020, Forta received a PPP loan in the amount of $377,700 and $422,900 in February

PPP loans bear a fixed interest rate of 1% over a two-year term, are guaranteed by the federal government, and do not require

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 $1,083,945.

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.

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

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

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

Off Balance Sheet Transactions and Related Matters

Other than operating leases discussed in

Note 4 to the consolidated financial statements, there are no off-balance sheet transactions, arrangements, obligations (including

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

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

expenditures or capital resources of the Company.

Quantitative and Qualitative Disclosures About Market

Other than operating leases discussed in Note

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

obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

of the Company.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk.

is leveraged and, accordingly, is sensitive to fluctuations in interest rates.

Any significant increase in interest rates could

have a material adverse effect on our financial condition and ability to continue as a going concern.

Our business is leveraged

and, accordingly, is sensitive to fluctuations in interest rates.

Any significant increase in interest rates could have a material adverse

effect on our financial condition and ability to continue as a going concern.

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-Q

Item 1. Financial Statements