What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-08-27 compared with 2021-05-17 · 392 added, 589 removed, 532 unchanged (65% of the section changed)

13 unchanged sentences

Intellectual property

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable –

Accounts payable – trade

Accrued expenses

2 unchanged sentences

Line of credit

Lease liability –

Lease liability – current

Related Party Payables

5 unchanged sentences

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’

STOCKHOLDERS’ EQUITY

Common stock, $ 0.001 par value;

300,000,000 shares authorized;

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.

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

Additional paid-in capital

Accumulated deficit

Total stockholders’

( 14,397,029 )

( 6,990,790 )

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are in integral part of

The accompanying notes are a n integral part of

these consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months and six months ended March

For the three months and nine months ended June

30, 2021 and 2020

11 unchanged sentences

Total Operating Expenses

Net Operating Loss

Operating Loss

Other income (expense)

Loss on impairment of Goodwill

( 7,380,603 )

Interest expense

Total other (expense) income

( 6,721,096 )

( 6,723,366 )

Net Loss before Income taxes

Loss Per Share - Basic and Diluted

( 7,119,477 )

( 7,410,273 )

$ ( 7,111,843 )

$ ( 271,170 )

$ ( 7,406,240 )

$ ( 437,511 )

Loss Per Share - Basic

Loss Per Share - Diluted

The accompanying notes are an integral part of

2 unchanged sentences

and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the three and six-month periods ended March

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the three and nine-month periods ended June

30, 2021 and 2020

Shares Issued and Outstanding

Par Value Amount

Paid-In Capital

Balance at December 31, 2019

Number of Shares Issued and

Common Stock Par Value Amount

Additional Paid-In Capital

Accumulated Deficit

Balance at September

$ ( 6,199,115 )

Stock based employee compensation expense

Stock based employee compensation

Stock options exercised

Private Placement stock issue

Stock issued in exchange for services

Forta acquisition

June 30, 2020

$ ( 6,636,627 )

Balance at March 31, 2020

$ ( 6,365,456 )

Stock based employee compensation

Stock issued in exchange for services

Forta acquisition

$ ( 6,636,627 )

Balance at September 30, 2020

$ ( 6,990,790 )

Stock based employee compensation expense

Stock options exercised

Private Placement stock issue

Balance at March 31, 2020

Stock based employee compensation

( 7,406,240 )

Balance at December 31, 2020

( 7,406,240 )

Stock based employee compensation expense

June 30, 2021

$ ( 14,397,030 )

Balance at March 31, 2021

$ ( 7,285,186 )

Balance at September 30, 2020

Stock based employee compensation

( 7,111,844 )

Stock based employee compensation expense

Balance at March 31, 2021

( 7,111,844 )

$ ( 14,397,030 )

The accompanying notes are an integral part of

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended March 31,

Nine Months Ended June 30,

Nine Months Ended June 30,2021

Nine Months Ended June 30,2020

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 7,406,240 )

$ ( 437,511 )

Adjustments to reconcile net loss to net cash used in operating activities

1 unchanged sentence

Stock based compensation

Stock options issued for services

Right of use of lease asset

Loss on impairment of Goodwill

Forgiveness of PPP loans

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable –

Prepaid expenses and other current assets

Accounts payable – trade

Accrued expenses and other liabilities

2 unchanged sentences

Deferred rent

Notes payable - current

Lease liability

Net cash used in operating activities

Net cash provided by (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Cash acquired from Forta acquisition

Cash paid for purchase of property and equipment

7 unchanged sentences

Net cash provided by financing activities

TOTAL INCREASE IN CASH AND CASH EQUIVALENTS

TOTAL INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

9 unchanged sentences

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 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

its money management services in late 2020, and by June 30, 2021 had in excess of $ 150,000,000 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

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

TMN has developed the Certified Tax Master® 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.

1 unchanged sentence

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.

TMN also provides 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.

The system also includes:

1) marketing and practice-management tools and resources;

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

support members;

and practice-management tools and resources;

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);

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:

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

and 5) the Certified Tax Master® designation (which identifies members as offering special training not usually available to clients).

TMN membership also includes the option to participate in 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”)

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.

3 unchanged sentences

Forta Financial Group, Inc.

(“Forta”)

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.

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.

advisors and representatives in other states.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting polices

A summary of the significant accounting policies

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

2 unchanged sentences

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.

Cash and Cash Equivalents

5 unchanged sentences

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.

Cash does not include 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.

Noncash financing and investing activities on

the Statement of Cash Flows includes $ 661,045 of debt forgiveness related to PPP loans for the three and nine months ended June 30, 2021.

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

2 unchanged sentences

The allowance for doubtful accounts

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

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

In the normal course of business, the Company

2 unchanged sentences

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.

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.

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.

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

Income balance as of June 30, 2021 is $ 285,175 .

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

13 unchanged sentences

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

the three and nine Months ended June 30, 2021 and 2020, the Company recorded amortization expense of $ 16,364 and $ 16,320 for the three

months, and $ 49,903 and $ 49,138 for the nine 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

Accumulated amortization at June 30, 2021 was $ 426,598 and $ 377,505

at September 30, 2020.

1 unchanged sentence

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

Schedule of future amortization

Future amortization

Non-compete Agreements

4 unchanged sentences

clause of the agreement.

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

During each of the three months ended June 30, 2021 and 2020, the Company recorded amortization expense of $ 0

and $ 1,308 respectively.

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

During each of the nine months ended June 30, 2021 and 2020, the Company recorded amortization expense of $ 0

and $ 3,938 respectively on this intangible asset, which is included in depreciation and amortization expense in the accompanying consolidated

5 unchanged sentences

The Company accounts for intellectual property

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

in accordance with GAAP and accordingly, intellectual property is 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 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:

Management has determined that the intellectual property has an indefinite

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

as of June 30, 2021 and September 30, 2020.

The Company conducts ongoing annual impairment assessments, 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 its carrying amount.

The qualitative factors evaluated by the Company include:

macroeconomic conditions of the local business environment, overall financial performance, and other entity specific factors as deemed

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 its carrying amount, an impairment test is performed.

Management determined, by assessing the qualitative factors,

that it is more likely than not that the fair value of the Forta reporting unit is less than its carrying value and that the goodwill

associated with the Forta reporting unit has been fully impaired.

As such, Management has written off the full amount, $ 7,380,603 , of

the recorded goodwill associated with the Forta reporting unit as of June 30, 2021.

The factors that Company considered included

the loss of investment advisors to competitors or to retirement resulting in substantially reduced revenue and lowered prospects for growth,

and the number of claims by former clients that will divert assets away from operations.

Goodwill consists

of the following:

Schedule of goodwill

September 30,

5 unchanged sentences

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”).

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

2 unchanged sentences

benefits as a component of income tax expense.

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

There was no accrued interest, penalties or uncertain tax positions as of June 30, 2021

and September 30, 2020.

5 unchanged sentences

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.

2 unchanged sentences

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,

Average number of common shares were 83,618,412 and 83,618,412 for the three and nine Months ended June 30, 2021, respectively, and 72,018,838

and 51,669,659 for the three and nine Months Ended June 30, 2020, respectively.

For the three and nine Months ended June 30, 2021,

approximately 4,466,284 and 4,466,284 , 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,

For the three and nine Months Ended June 30, 2020, approximately 1,351,323 and 1,351,323 , respectively,

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

1 unchanged sentence

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.

10 unchanged sentences

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

services to manage clients’

services to manage clients’ investments.

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

5 unchanged sentences

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.

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

investment management fees that are billed to and paid by customers.

Currently the Company has the ability to pull all fees from the client

accounts, and no trade accounts receivable are carried.

Client fees due on accounts the Company can pull the fees from, are carried in

Accrued Income.

The allowance for doubtful accounts was $0 and $0 as of June 30, 2021 and 2020, respectively.

Sofos generates investment management fees for

17 unchanged sentences

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.

1 unchanged sentence

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

Revenue is deferred until the customer reviews and accepts the final Tax Blueprint® document and returns an executed

delivery agreement.

The Company received revenue from Sofos’

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

The Company received revenue from Sofos’

operations for the nine months ended June 30, 2021 and 2020, respectively, $ 1,479,481 and $ 1,019,505 , and for the three months ended June

30, 2021 and 2020, respectively, $ 554,152 and $ 243,622 .

The Company received revenue from Forta’s

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

The Company received revenue from Forta’s

operations for the nine months and three months ended June 30, 2021 including:

Schedule of revenues from operations

Investment Advisory fees

2 unchanged sentences

Total Revenue

The Company received revenue from TMN’s

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

The Company received revenue from TMN’s

operations from the following major sources for the nine months and three months ended June 30:

Schedule of revenues from operations

TMN membership subscriptions

Tax Blueprints

Commissions/Referrals

The Company received revenue from MPath’s

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.

Commissions/Referrals and Other

The Company received revenue from MPath’s

operations from insurance sales of $ 365,131 and $ 0 for the nine months ended June 30, 2021 and 2020, respectively, and $ 38,453 and $ 0

for the three months ended June 30, 2021 and 2020, respectively.

Advertising and Marketing

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.

Marketing expenses were $ 56,029 and $ 90,999 for the nine months ended June 30, 2021 and 2020, respectively, and $ 23,249 and

$ 56,865 for the three months ended June 30, 2021 and 2020, respectively.

Stock-Based Compensation

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.

For the three months ended June 30, 2021, the

Company reported stock based compensation of $ 63,508 , and for the nine months ended June 30, 2021 $ 183,751 , respectively.

For the three

and nine months ended June 30, 2020 the Company reported stock based compensation of $ 50,885 and $ 67,136 , respectively.

Use of Estimates

5 unchanged sentences

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.

18 unchanged sentences

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

For the nine months ended June 30, 2021, the Company reported $ 5,066,332

in revenue, a net loss of $ 7,406,240 , which included the write off of Company’s goodwill related to the investment in Forta of $ 7,380,603 ,

income recognized from the forgiveness of PPP loans of $ 661,045 , net cash used in operations of $ 412,807 , cash used in financing activities

of $ 288,762 , purchases of assets of $ 3540 , and an accumulated deficit of $ 14,397,029 .

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 February 2, 2021 Forta received a PPP loan

in the amount of $ 422,900 .

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

This PPP loan bears a fixed interest rate of 1% over a five-year term, is guaranteed by the federal government,

and does not require collateral.

The loan 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 loan will be eligible for forgiveness.

Company’s plans for expansion include attracting

additional clients through marketing efforts with its current and future 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

5 unchanged sentences

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):

14 unchanged sentences

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

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 MARCH 31, 2020

Ordinary Income/Expense

FOR THREE MONTHS ENDED JUNE 30, 2020

Segment Reporting

Broker Dealer

Service Income

Investment Management Fees

& Amortization

and Administrative

Compensation Expense

Cost of services

Depreciation Amortization

General and Administrative

Professional Services

Other Income/Expense

Total Expense

Net Operating Income

Total Other Income

Other Expense

Interest Expense

Other Expense

Total Other Expense

Net Other Income/(Loss)

Net Income/(Loss)

$ ( 584,140 )

$ ( 271,170 )

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THREE MONTHS ENDED MARCH 31, 2021

Management Fees

FOR THREE MONTHS ENDED JUNE 30, 2021

Broker Dealer

Service Income

Investment Management Fees

Compensation Expense

Cost of services

and Administrative

Net Operating

Depreciation & Amortization

General and Administrative

Professional Services

Total Expense

Net Ordinary Income

Loan Forgiveness

Total Other Income

Other Expense

Interest Expense

Loss on impairment of Goodwill

Total Other Expense

Net Other Income

( 7,033,599 )

( 6,713,462 )

Net Income/(Loss)

$ ( 7,704,846 )

$ ( 7,111,843 )

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR SIX MONTHS ENDED MARCH 31, 2020

Ordinary Income/Expense

FOR NINE MONTHS ENDED JUNE 30, 2020

Broker Dealer

Service Income

Investment Management Fees

& Amortization

and Administrative

Compensation Expense

Cost of services

Depreciation Amortization

General and Administrative

Professional Services

Other Income/Expense

Total Expense

Net Operating Income

( 1,675,922 )

Total Other Income

Other Expense

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR SIX MONTHS ENDED MARCH 31, 2021

Ordinary Income/Expense

Interest Expense

Total Other Expense

Net Other Income/(Loss)

Net Income/(Loss)

$ ( 1,548,980 )

$ ( 437,511 )

CONSOLIDATING STATEMENTS

OF OPERATIONS

FOR NINE MONTHS ENDED JUNE 30, 2021

Broker Dealer

Service Income

Management Fees

from Inv in Subsidiaries

Investment Management Fees

Compensation Expense

Cost of services

& Amortization

Administrative

Income/(Loss)

Other Income/Expense

Depreciation & Amortization

General and Administrative

Professional Services

Total Expense

Net Ordinary Income

( 1,838,174 )

Loan Forgiveness

Total Other Income

Other Expense

Interest Expense

Other Expense

Loss on impairment of Goodwill

Total Other Expense

Net Other Income

( 7,300,251 )

( 6,719,332 )

Net Income/(Loss)

$ ( 9,138,425 )

$ ( 7,406,240 )

BUSINESS ACQUISITION

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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 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).

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 services.

Assets Acquired and Liabilities Assumed

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As of May 21, 2020

Assets Acquired and Liabilities Assumed

PURCHASE PRICE

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PROPERTY AND EQUIPMENT

Property and equipment consist of the following at March 31:

Estimated Service Lives

Property and equipment consist of the following at June 30:

Schedule of property and equipment

Service Lives

September 30,

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Depreciation expense was $ 5,230 and $ 21,009 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.

the three months ended June 30, 2021 and 2020, respectively.

Depreciation expense was $ 47,775 and $ 33,367 during the nine months ended

June 30, 2021 and 2020 respectively.

INTELLECTUAL PROPERTY

Intellectual property consists of the following:

Schedule of intellectual property

Intellectual property at September 30, 2020

Intellectual property purchased at cost

Intellectual property at March 31 2020

Intellectual property at June 30, 2021

In February 2016, the FASB issued ASU 2016-02

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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

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.

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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.

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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.

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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

ended June 30, 2021 and 2020 respectively was $ 106,543 , and $ 59,115 .

Total Company rent expense for the nine months ended June 30, 2021

and 2020, respectively was $ 241,168 and $ 123,703 .

The rent expense for the three and nine months ended June 30, 2021 include a final settlement

of the termination of the Allen lease, of $66,000.

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.

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.

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

Schedule of future minimum rental payments for operating leases

Rental Payments

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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.

Line of credit balance was $ 38,830 and $ 54,112 at June 30, 2021 and September 30, 2020, respectively.

NOTES PAYABLE

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.

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.

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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.

The outstanding balance on June 30, 2021 and September 30, 2020, were $ 18,897 and $ 23,534 respectively.

On August 31, 2020, the Company entered into an

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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:

The balance at June 30, 2021 and September 30, 2020 were $ 40,494 and $ 52,000 , respectively.

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 loan 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.

Two PPP loans received in May 2020 were forgiven

in April 2021, $ 283,345 , and in June 2021, $ 377,700 , resulting in income from those forgivenesses.

The Company’s maturities of debt subsequent

to June 30, 2021 are as follows:

Schedule of debt maturities

ACCRUED EXPENSES

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

Accrued expenses increased by $ 225,359

for the nine months ending June 30, 2021 to $ 1,292,751

from $ 1,067,392 as of September 30, 2020.

expenses consist of the following at June 30:

Schedule of accrued expenses

SAR Liability

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Accrued operating expenses

For the three months ending March 31, 2021 and

Accrued E&O liability

Total accrued expenses

For the three months ending June 30, 2021 and

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

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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

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

Schedule of deferred tax assets and liabilities

Net non-current deferred tax assets:

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Less valuation allowance

( 1,247,588 )

Net deferred taxes

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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.

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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.

Most of the claims

arise from investments prior 2015.

None of the registered representatives that recommended these alternative investments is currently

associated with Forta.

The total amount of the pending claims is in excess of $3,000,000 and the Company is in the process of determining

the best approach to respond to the claims.

Based on the status of the claims with FINRA, management cannot reasonably estimate

a potential range of losses or settlements of the claims.

Forta is evaluating how best to resolve the claims.

Forta no longer generates

significant revenue from brokerage activity like the sale of alternative investments and the continuing need for a broker dealer will

be evaluated by Company.

In December 2020, a novel strain of coronavirus,

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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

While the economy

has reopened, the Delta variant may impact the Company.

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.

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Any significant shutdown of the economy for a

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

STOCKHOLDERS’

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

STOCKHOLDERS’ EQUITY

The Company is authorized to issue up to 300,000,000

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

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.

During the nine months ended June 30, 2021 the

Company sold 0 shares, for $ 0 and during the nine months Ended June 30, 2020, respectively, the Company sold 75,757 , for $ 25,000 .

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

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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

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

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 0.834 %, dividend yield of 0 %, expected life of 10 years and volatility of 35 % to 40 % in 2020 and 87.67 %

SAR awards 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.

Stock option and stock appreciation rights activity

is summarized as follows:

Schedule of option activity

Shares Under Option

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Canceled or expired

( 1,299,405 )

( 1,845,870 )

Outstanding - September 30, 2020

Canceled or expired

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.

Outstanding - June 30, 2021

Exercisable - June 30, 2021

Unamortized share-based compensation expense as

of June 30, 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,

and wages, of previously unamortized stock compensation for the three months ended June 30, 2021 and 2020 was $ 54,034 and $ 50,885 , respectively,

and for the nine months ended June 30, 2021 and 2020, respectively, was $ 158,184 and $ 67,136 .

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 nine months ended June

30, 2021, 0 and 0 options and SARs were granted, respectively.

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

RELATED PARTY TRANSACTIONS

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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.

The total paid under these agreements was $ 49,500 and $ 49,500 for the three months ended June 30,2021 and

2020 respectively, and $ 148,500 and $ 148,500 for the nine months ended June 30, 2021 and 2020 respectively.

On April 12, 2020, the Company entered into a

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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

The balance of the loan at June 30, 2021 was $ 5,259 and at September 30, 2020 was

In addition, there are payables owed to Mr.

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SUBSEQUENT EVENTS

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

Condition and Results of Operations

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 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’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").

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.

(formerly Financial

Gravity Wealth, Inc.)

After saving thousands

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

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 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.

MPath Advisor Resources, LLC (formerly

Financial Gravity Business, LLC) (“MPath”) MPath is an insurance marketing organization and provides insurance

products and services to insurance agents or agencies.

Tax Master Network, LLC

Tax Master Network “TMN”

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 $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

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

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.

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.

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.

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.

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

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 memberships.

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

TMN also sells 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 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.

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.

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.

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%, 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 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

Less than 1 year

Notes payable

Lease liability

Line of Credit

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 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 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

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 Risk

Interest Rate Risk.

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.

In March 1, 2021 Company entered into a

merger agreement with NCW Group, Inc.

The consummation of the merger was completed in July of 2021 and Company issued 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 have become employees

of Company , and NCW has ceased to exist.

The number of FINRA claims against Forta has increased

to 22 as of August 2021.

The claims that arise from the sale to clients of alternative investments (REITs, Business Development Loan Funds,

and Oil and Gas securities).

Most of the claims arise from investments prior 2015.

None of the registered representatives that recommended

these alternative investments is currently associated with Forta.

The total amount of the pending claims is in excess of $3,000,000 and

the Company is in the process of determining the best approach to respond to the claims.

Based on the status of the claims with FINRA,

management cannot reasonably estimate a potential range of losses or settlements of the claims.

Forta is evaluating how best to resolve

Forta no longer generates significant revenue from brokerage activity like the sale of alternative investments and the continuing

need for a broker dealer will be evaluated by Company.

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