What changed in this filing

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Item 9A. Controls and Procedures

2021-12-30 compared with 2021-01-12 · 962 added, 1069 removed, 382 unchanged (84% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer

and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of September

The term “disclosure controls and procedures,”

as defined in Rule 13a-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to

ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is

recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible

controls and procedures.

Based on its evaluation, management concluded as of September 30, 2020 that its disclosure controls and

procedures were not effective because of material weaknesses in our internal control over financial reporting, described below

in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding the identified material weaknesses,

management believes the financial statements included in this Annual Report on Form 10-K fairly represent in all material respects

our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Management’s Report on Internal

Control Over Financial Reporting

The Company’s management is responsible

The Company’s Chief Executive Officer and

Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30,

The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms.

Management recognizes that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily

applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on its evaluation, management

concluded as of September 30, 2021 that its disclosure controls and procedures were not effective because of material weaknesses in our

internal control over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding the identified material weaknesses, management believes the financial statements included in this Annual Report on Form

10-K fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented

in accordance with U.S.

Management’s Report on Internal Control

Over Financial Reporting

The Company’s management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Responsibility, estimates and judgments by

management are required to assess the expected benefits and related costs of control procedures.

The objectives of internal control

include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized

use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly

to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the

United States.

The Company’s Chief Executive Officer and Chief Financial Officer assessed the effectiveness of its internal

control over financial reporting as of September 30, 2020.

In making this assessment, its management used the criteria based on

the framework in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of

the Treadway Commission.

The Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September

30, 2020, its internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted

accounting principles.

The Company’s Chief Executive Officer and Chief Financial Officer reviewed the results of their assessment

with its board of directors.

Responsibility estimates and judgments by management

are required to assess the expected benefits and related costs of control procedures.

The objectives of internal control include providing

management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition,

and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation

of consolidated financial statements in conformity with accounting principles generally accepted in the United States.

The Company’s

Chief Executive Officer and Chief Financial Officer assessed the effectiveness of its internal control over financial reporting as of

September 30, 2021.

In making this assessment, its management used the criteria based on the framework in Internal Control - Integrated

Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s Chief Executive

Officer and Chief Financial Officer have concluded that, as of September 30, 2021, its internal control over financial reporting was not

effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with US generally accepted accounting principles.

The Company’s Chief Executive Officer and

Chief Financial Officer reviewed the results of their assessment with its board of directors.

Based on its evaluation under this framework,

management concluded that its internal control over financial reporting was not effective as of the evaluation date due to the

factors stated below.

management concluded that its internal control over financial reporting was not effective as of the evaluation date due to the factors

stated below.

Insufficient Resources :

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The Company has inadequate number of personnel to properly segregate duties to implement control procedures.

This annual report does not include an

attestation report of its Company’s independent registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by the Company’s independent registered public accounting

firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report

in this annual report.

Inherent Limitations on Effectiveness

This annual report does not include an attestation

report of its Company’s independent registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities

and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting

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of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in

judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion

or improper management override.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process

and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems

determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns

resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a

timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into

the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial

During the period covered by this report,

the following change was made in the Company’s internal control over financial reporting that have materially affected, or

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

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

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

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

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

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

The leadership team currently comprises the following members:

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

During the period covered by this report the Company

continued to review and improve internal control over financial reporting.

OTHER INFORMATION.

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Directors and Executive Officers

Set forth below is certain information

regarding the persons who were directors and executive officers at any time during the fiscal year 2020.

Position with the Company

Set forth below is certain information regarding

the persons who were directors and executive officers at any time during the fiscal year 2021.

with the Company

Scott Winters

Chairman of the Board, Chief Executive Officer

Executive Vice President –

CEO and Board Member

Executive Vice President – Sales, FGEM CEO and

Paul Williams

Vice Chairman of the Board, Chief Financial Officer and Treasurer

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

Jennifer Winters

Secretary, Chief Operating Officer and Board Member

Chief Tax Strategist, TMN CEO and Board

Chief Tax Strategist, TMN CEO and Board Member

William Nelson, Jr.

Chief Investment Officer, Sofos CEO and Board Member

Chief Legal Counsel, Head of Accounting Services

Scott Winters, August 15, 2019, Financial

Gravity Companies, Inc.

(the “Company”) appointed Mr.

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

of the Board for the Company.

Chief Investment Officer, FGAM CEO and Board Member

Chief Financial Officer and Chief Legal Counsel

Mark Williams

Scott Winters, August 15, 2019, Financial Gravity

Companies, Inc.

(the “Company”) appointed Mr.

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

for the Company.

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

Winters was a major stockholder of Presidential

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

Winters was a major stockholder of Presidential Brokerage, Inc.,

a broker dealer and investment advisory firm.

From 2003 to 2017 Mr.

Winters was CEO, Chairman of the Board and

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

John Pollock was CEO/Founder of

Business Legacy, Inc.

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

Companies, Inc.

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

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

shareholder of the Company.

Williams, 64, has served on

the Financial Gravity Companies, Inc.

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

Chief Financial Officer & Secretary –

Treasurer from 2016 until August 2019.

He currently still serves as

Vice-Chairman, Chief Financial Officer & Treasurer.

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

Institute for Organization Management in Washington, DC in 1982.

Since 2007, Mr.

Williams has served as Chief Executive

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

growth companies.

Williams also serves as an officer

and director of two other public companies.

On behalf of Curtis Mathes Corporation (OTC:

TLED) based in Frisco, TX since 2013,

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

On behalf of Lux Amber Corp.

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

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

Williams also serves as an officer

and director of three other private companies.

Williams currently serves as:

Vice Chairman of Dynamic Chemical Solutions,

in Frisco, TX since 2016;

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

in Prosper, TX since 2019;

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

in Plano, TX since 2020.

Lyon has been the Company’s

Chief Tax Strategist and a Director since October 2015.

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

Software, which he founded in 2005.

Winters was CEO, Chairman of the Board and Co-Founder of Eqis Capital

Management, an investment advisory and wealth management firm.

John Pollock was CEO/Founder of Business Legacy,

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

(the Company),

and is currently Co-Chairman of the Board and Executive Vice President – Sales.

Pollock served as CEO and Chairman of Financial

Gravity since its inception until August 2019 and has been a major shareholder of the Company.

Williams, 64, has served on the Financial

Gravity Companies, Inc.

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

& Secretary – Treasurer from 2016 until August 2021.

Lyon has been the Company’s Chief

Tax Strategist and a Director since October 2015.

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

he founded in 2005.

Lyon received a B.A.

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

from the University

of Cincinnati College of Law in 1991.

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

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

Jennifer Winters August 27th, the Board

appointed Jennifer Winters to serve as Corporate Secretary.

She will also serve as Executive Vice President.

Winters served

as a Co-Founder of Eqis Holdings, Inc.

from 2007 to 2017.

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

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

from the University of Cincinnati College

of Law in 1991.

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

as a director for the Company.

Jennifer Winters serves as Corporate Secretary

and Chief Operating Officer.

Winters was a Co-Founder of Eqis Holdings, Inc..

She also served on the Eqis Board of Directors from

2010 to 2017, and as Chief Compliance Officer of Eqis Capital Management, Inc.

from 2007 to 2015.

She also served as their Executive

Vice President from 2015 to 2017.

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

Jennifer Winters is the spouse of Scott

Winters, the Chief Executive Officer of the Company.

William Nelson, Jr.

appointed to serve

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

Prior to joining the Company,

from 2016 to present, Mr.

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

From 2003 to 2017 Mr.

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

an investment advisory and wealth management firm.

Gary Nemer, 74,

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), requires officers, directors and persons who beneficially own more than

10% of a class of our equity securities registered under the Exchange Act to file reports of ownership and changes in ownership

with the Securities and Exchange Commission.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us

during fiscal year 2020 and Forms 5 and amendments thereto furnished to us with respect to fiscal year 2020, or written representations

that Form 5 was not required for fiscal year 2020, we believe that all Section 16(a) filing requirements applicable to each of

our officers, directors and greater-than-ten percent stockholders were fulfilled in a timely manner.

We have notified all known

beneficial owners of more than 10% of our common stock of their requirement to file ownership reports with the Securities and Exchange

served as Chief Executive

Officer of FGAM for part of the reporting period and was and is FGAM’s Chief Investment Officer.

Prior to joining the Company, from

2016 to present, Mr.

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

2003 to 2017 Mr.

Nelson was the Chief Investment Officer, Board Member and Co-Founder of Eqis Capital Management, an investment advisory

and wealth management firm.

Gary Nemer serves as Chief Legal Counsel and Chief

Financial Officer of Company.

Mark Williams is a Board Member of Company and

was the former founding and majority shareholder of NCW.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), requires officers, directors and persons who beneficially own more than 10% of a class of our equity securities

registered under the Exchange Act to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during fiscal year 2021 and Forms 5 and amendments thereto

furnished to us with respect to fiscal year 2021, or written representations that Form 5 was not required for fiscal year 2021, we believe

that all Section 16(a) filing requirements applicable to each of our officers, directors and greater-than-ten percent stockholders were

fulfilled in a timely manner.

We have notified all known beneficial owners of more than 10% of our common stock of their requirement to

file ownership reports with the Securities and Exchange Commission.

Code of Ethics

The Company has adopted a code of ethics

that applies to its principal executive, financial, and accounting officers and is included as an exhibit with this filing.

The Company has adopted a code of ethics that applies to its principal

executive, financial, and accounting officers and is included as an exhibit with this filing.

No Committees of the Board of Directors;

The Company does not presently have a separately

constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of its Board

of Directors.

Nor does it have an audit committee “financial expert”.

At present, its entire Board of Directors acts

as its audit committee.

None of the members of its Board of Directors meets the definition of “audit committee financial

expert”

as defined in Item 407(d) of Regulation S-K promulgated by the Securities and Exchange Commission.

It has not retained

an audit committee financial expert because it does not believe that it can do so without undue cost and expense.

believes that the present members of the Board of Directors, taken as a whole, have sufficient knowledge and experience in financial

affairs to effectively perform their duties.

No Financial Expert

The Company does not presently have a separately constituted audit

committee, compensation committee, nominating committee, executive committee or any other committees of its Board of Directors.

it have an audit committee “financial expert.” At present, its entire Board of Directors acts as its audit committee.

of the members of its Board of Directors meets the definition of “audit committee financial expert” as defined in Item 407(d)

of Regulation S-K promulgated by the Securities and Exchange Commission.

It has not retained an audit committee financial expert because

it does not believe that it can do so without undue cost and expense.

Moreover, it believes that the present members of the Board of Directors,

taken as a whole, have sufficient knowledge and experience in financial affairs to effectively perform their duties.

EXECUTIVE COMPENSATION.

Summary Compensation Table

The particulars of compensation paid to

the following persons during the fiscal period ended September 30, 2020 and 2019 are set out in the summary compensation table

The particulars of compensation paid to the following persons during

the fiscal period ended September 30, 2021 and 2020 are set out in the summary compensation table below:

our Chief Executive Officer (Principal Executive Officer);

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up to two additional individuals for whom disclosure would have been provided under the item above but for the fact that the individual was not serving as our executive officer at the end of the fiscal year ended September 30, 2021 and 2020.

(collectively, the “

Named Executive

Officers ”):

(collectively, the “ Named Executive Officers ”):

SUMMARY COMPENSATION TABLE

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Jennifer Winters, COO

William Nelson, CEO Sofos

William Nelson, CEO FGAM

Gary Nemer, CFO

__________________________

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

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

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

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

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

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

0.88% in the year ended September 30, 2021 and 1.32% in 2020, dividend yield of 0%, expected life of 10 years and volatility of 87.68%

in 2021 and volatility of 159% in 2020.

Each of the Named Executive Officers has an employment agreement.

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

which provides for base salary of $42,000

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

Lyon serves as the General Manager, responsible for

supervising the business and affairs of Tax Master Network.

which provides for base salary of $42,000 per year,

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

Lyon serves as the General Manager, responsible for supervising the

business and affairs of Tax Master Network.

Summary Compensation

For the fiscal year ended September 30,

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

There are no non-equity

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

For the fiscal years ended September 30, 2021 and 2020, no outstanding

stock options or other equity-based awards were re-priced or otherwise materially modified.

There are no non-equity incentive plan agreements

with any of the Directors or executive officers.

Outstanding Equity Awards at Fiscal Year-end

The following stock option and stock appreciation rights granted

to executive officers are outstanding:

The following stock option and stock appreciation rights granted to

executive officers are outstanding:

Current Strike Price

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This section is not applicable as there was no director compensation

for year ended September 30, 2020.

for years ended September 30, 2021 and 2020.

Employment Contracts, Termination of Employment, Change-in-Control

Certain executives have compensation agreements

that include payments to be made by us upon termination of service without cause, up to one year of annual salary.

arrangements for Directors, officers, employees or consultants that would result from a change-in-control, other than vesting as

described in the stock option grant agreement and plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Certain executives have compensation agreements that include payments

to be made by us upon termination of service without cause, up to one year of annual salary.

There are no arrangements for Directors,

officers, employees or consultants that would result from a change-in-control, other than vesting as described in the stock option grant

agreement and plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain

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

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

Beneficial Owner (1)

Amount of Beneficial Ownership (1)

Percentage of Shares

AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information

with respect to the beneficial ownership, as of September 30, 2021, of the Company’s common stock, which is the Company’s

only outstanding class of voting securities, and the voting power of management resulting from such beneficial ownership:

of Beneficial Ownership (1)

Percentage of Shares (rounded)

Scott Winters (3)

William Nelson, Jr.

Paul Williams

Gary Nemer (2)

Directors and executive officers as group (six persons)

___________________________

Mark Williams

Directors and executive officers as group (seven persons)

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

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

Excludes stock options and SARs.

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

Scott Winters has 75,000 fully vested stock options.

Changes in Control

On May 21, 2020, the Company merged with

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

John Pollock is currently the largest shareholder.

Securities authorized for issuance under equity compensation

The following table provides information

as of the end of the most recently completed fiscal year, with respect to Company compensation plans (including individual compensation

arrangements) under which equity securities of the Company are authorized for issuance.

Securities authorized for issuance under equity compensation plans.

The following table provides information as of the end of the most

recently completed fiscal year, with respect to Company compensation plans (including individual compensation arrangements) under which

equity securities of the Company are authorized for issuance.

Equity Compensation Plan Information

Plan Category

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

average exercise price of outstanding options, warrants and rights

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

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

Weighted average exercise price of outstanding options, warrants and rights

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

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

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

The 2015 Stock Option Plan was adopted

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

security holders.

The Company has granted stock options to

certain employees and contractors under its 2015 Stock Option Plan, assumed from Financial Gravity Holdings and under its 2016

Stock Option Plan.

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

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

Currently outstanding options under the 2015 and 2016 Stock

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE.

The 2015 Stock Option Plan was adopted without

approval of Company security holders, the 2016 Stock Option, as amended and restated, was adopted with approval of Company security holders.

The Company has granted stock options to certain

employees and contractors under its 2015 Stock Option Plan, assumed from Financial Gravity Holdings and under its 2016 Stock Option Plan.

The Company is authorized to issue an aggregate of 20,000,000 options, of which 12,739,804 remain available for issuance at September

30, 2021 under the 2016 Stock Option Plan.

Currently outstanding options under the 2015 and 2016 Stock Option Plans vest over a period

of no greater than five years and expire ten years from the grant date.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions with Related Persons, Promoters and Certain Control Persons

Except as set forth below, none of the

Company’s directors or officers, nor any person who beneficially owns, directly or indirectly, shares carrying more than

10% of the voting rights attached to the Company’s shares, nor any relative or spouse of any of the foregoing persons, has

had any material interest, direct or indirect, in any transaction to which the Company was a party, and in which the amount involved

exceeds the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year-end for the last

two completed fiscal years.

The following Directors of Financial Gravity

received shares in the merger transaction:

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

Except as set forth below, none of the Company’s directors or

officers, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to

the Company’s shares, nor any relative or spouse of any of the foregoing persons, has had any material interest, direct or indirect,

in any transaction to which the Company was a party, and in which the amount involved exceeds the lesser of (i) $120,000 or (ii) one percent

of the average of the Company’s total assets at year-end for the last two completed fiscal years.

In 2020, the following Officers and Directors

of Financial Gravity received shares in the merger transaction:

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

13,705,176 shares.

TaxTuneup, LLC, which is an entity owned

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

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

Jennifer Winters is an Officer and Director and the spouse of Scott Winters.

TaxTuneup, LLC, which is an entity owned by Mr.

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

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

As a consequence of such issuance, Mr.

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

During fiscal year 2020 and 2019, TaxTuneup,

LLC, an entity owned by Mr.

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

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

Lyon is the beneficial owner

of ~3% of the Company’s common stock as of September 30, 2021.

During fiscal year 2021 and 2020, TaxTuneup, LLC,

an entity owned by Mr.

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

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

Lyon also received compensation from the Company, for a total compensation of $258,000 and $253,000 in 2021 and 2020, respectively.

Director Independence;

Board Leadership Structure

The Company’s common stock is quoted

through the OTC System.

For purposes of determining whether members of the Company’s Board of Directors are “independent,”

the Company’s Board utilizes the standards set forth in the NASDAQ Stock Market Marketplace Rules.

At present, the Company’s

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

The Company’s Board of Directors does not have

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

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

The Company’s Board of Directors

is of the view that the current leadership structure is suitable for the Company at its present stage of development, and that

the interests of the Company are best served by the combination of the roles of Chairman of the Board and Chief Executive Officer.

As a matter of regular practice, and as

part of its oversight function, the Company’s Board of Directors undertakes a review of the significant risks in respect

of the Company’s business.

Such review is conducted in concert with outside professionals (including legal counsel) with

expertise in substantive areas germane to the Company’s business.

With the Company’s current governance structure,

the Company’s Board of Directors and senior executives are, by and large, the same individuals, and consequently, there is

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

The Company’s common stock is quoted through the OTC System.

For purposes of determining whether members of the Company’s Board of Directors are “independent,” the Company’s

Board utilizes the standards set forth in the NASDAQ Stock Market Marketplace Rules.

At present, the Company’s entire Board serves

as its Audit, Compensation and Nominating Committees.

The Company’s Board of Directors does not have any independent members for

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

under NASDAQ’s Marketplace Rules.

The Company’s Board of Directors is of the

view that the current leadership structure is suitable for the Company at its present stage of development, and that the interests of

the Company are best served by the combination of the roles of Chairman of the Board and Chief Executive Officer.

As a matter of regular practice, and as part of

its oversight function, the Company’s Board of Directors undertakes a review of the significant risks in respect of the Company’s

Such review is conducted in concert with outside professionals (including legal counsel) with expertise in substantive areas

germane to the Company’s business.

With the Company’s current governance structure, the Company’s Board of Directors

and senior executives are, by and large, the same individuals, and consequently, there is not a significant division of oversight and

operational responsibilities in managing the material risks facing the Company.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following information summarizes

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

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

The following information summarizes amounts expensed for services

provided us by Whitley Penn LLP for assurance and tax services, and Weaver Tidwell, LLP assurance services for the fiscal years ended

September 30, 2021 and 2020, respectively.

Assurance Services.

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

and $76,177 for fiscal year 2019.

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

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

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

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

Fees expensed for tax services

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

Fees expensed for services

by Whitley Penn LLP were $3,250 for fiscal year 2021 and $83,035 for fiscal year 2020.

Assurance fees include fees associated with the

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

Fees expensed for service by

Weaver Tidwell, LLP related to the 2021 Forta FINRA audit and the audit, the 2021 10-Q and the 8-K filings of the Company and its subsidiaries

were $154,825.

Fees expensed for tax services by Whitley

Penn LLP were $0 in fiscal year 2021 and $28,500 for fiscal year 2020.

Fees expensed for tax services by Weaver Tidwell, LLP were $20,500.

All Other Fees.

Consistent with SEC policies regarding

auditor independence, the audit committee has responsibility for appointing, setting compensation, approving and overseeing the

work of the independent auditor.

In recognition of this responsibility, the audit committee pre-approves all audit and permissible

non-audit services provided by the independent auditor.

Consistent with SEC policies regarding auditor independence, the audit

committee has responsibility for appointing, setting compensation, approving and overseeing the work of the independent auditor.

In recognition

of this responsibility, the audit committee pre-approves all audit and permissible non-audit services provided by the independent auditor.

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

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and financial statement

(a) Financial Statements and financial statement schedules

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

3 unchanged sentences

Code of Ethics

Consent of Whitley Penn LLP

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

1 unchanged sentence

Sarbanes-Oxley Section 906 Certifications

XBRL Instance Document

XBRL Schema Document

XBRL Calculation Linkbase Document

XBRL Definition Linkbase Document

XBRL Label Linkbase Document

XBRL Presentation Linkbase Document

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

January 11, 2021

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

December 29, 2021

/s/ Scott Winters

2 unchanged sentences

(Principal Executive Officer)

January 11, 2021

/s/ Paul Williams

Paul Williams

December 29, 2021

/s/ Gary Nemer

Chief Financial Officer

1 unchanged sentence

Pursuant to the requirements of the Securities

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

and on the dates indicated.

January 11, 2021

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

on the dates indicated.

December 29, 2021

/s/ Scott Winters

2 unchanged sentences

(Principal Executive Officer)

January 11, 2021

/s/ Paul Williams

Paul Williams

December 29, 2021

/s/ Gary Nemer

Chief Financial Officer

(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act

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

dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Scott Winters

CEO, Chairman of the Board

January 11, 2021

December 29, 2021

Scott Winters

(principal executive officer)

/s/ Paul Williams

Vice Chairman, CFO

January 11, 2021

Paul Williams

(principal financial officer)

/s/ Mark Williams

December 29, 2021

Mark Williams

/s/ Edward A.

January 11, 2021

December 29, 2021

/s/ John Pollock

January 11, 2021

December 29, 2021

/s/ Jennifer Winters

January 11, 2021

December 29, 2021

Jennifer Winters

/s/ William Nelson

January 11, 2021

December 29, 2021

William Nelson, Jr.

2 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS AND

REPORTS OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRMS

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

SEPTEMBER 30, 2021 AND 2020

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOW

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Board of Directors and Shareholders

Financial Gravity Companies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Financial Gravity Companies, Inc.

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

statements of operations, stockholders’

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

referred to as the “financial statements”).

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

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

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

We have audited the accompanying consolidated balance sheets of Financial

Gravity Companies, Inc.

as of September 30, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’

equity and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Financial Gravity Companies,

as of September 30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity

with accounting principles generally accepted in the United States of America.

Emphasis of Matter

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

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

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

The accompanying financial statements have been prepared assuming

that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company incurred

a net loss and a net use of operating cash in the current year and currently has a retained deficit that raises substantial doubt about

its ability to continue as a going concern.

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

The consolidated financial statements do

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

The consolidated

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

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable

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

We conducted our audit in accordance with

the standards of the PCAOB.

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

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

The Company is not required to have,

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

As part of our audit we are required

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

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

Accordingly, we express no such opinion.

Our audit included performing procedures

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

that respond to those risks.

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

in the financial statements.

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

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

We believe that our audit provides a reasonable

basis for our opinion.

We have served as the Company's auditor

Fort Worth, Texas

January 11, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

These financial statements are the responsibility of the entity’s

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

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent

with respect to Financial Gravity Companies, Inc.

in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

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

of material misstatement, whether due to error or fraud.

Financial Gravity Companies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Financial Gravity Companies, Inc.

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

statements of operations, stockholders’

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

referred to as the “financial statements”).

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

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

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

Emphasis of Matter

The accompanying consolidated financial

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

As discussed in Note 1 to the consolidated

financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial

doubt about its ability to continue as a going concern.

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

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable

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

We conducted our audit in accordance with

the standards of the PCAOB.

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

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

The Company is not required to have,

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

As part of our audit we are required

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

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

is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures

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

that respond to those risks.

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

in the financial statements.

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

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

We believe that our audit provides a reasonable

basis for our opinion.

We served as the Company's auditor from

2016 through 2019.

Dallas, Texas

January 13, 2020

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below is a matter arising

from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial

statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the

critical audit matters or on the account or disclosures to which it relates.

Commitments and Contingencies – FINRA claims

As disclosed in Note 1 to the financial statements, during the year

ended September 30, 2021, the Company had over 20 FINRA arbitrations pending from the sale of alternative investments to clients, such

as REIT’s, Business Development Companies, and oil and gas securities.

The Company records liabilities for arbitration claims in

those instances where it can reasonably estimate the amount of the loss and when the liability is probable.

Where the reasonable estimate

of the probable loss is a range, the Company records the most likely estimate of the loss, or the low end of the range if there is no

one best estimate.

The Company either discloses the amount of a possible loss or range of loss if estimable, or states that such an estimate

cannot be made.

Arbitration claims were identified as a critical audit matter because

of the challenges auditing the Company’s judgments applied in determining the likelihood of loss related to the resolution of such

Specifically, auditing the Company’s determination of whether any contingent loss arising from the related claims is probable,

reasonably possible or remote, and the related disclosures, is subjective and requires significant judgment due to the sensitivity of

How the Critical Audit Matter Was Addressed in the Audit

Addressing the matter involved performing procedures and evaluating

audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included obtaining

an understanding of the design and implementation of controls relating to the Company’s estimation of any liability related to the

claims, including controls over determining the likelihood of a loss and whether the amount of loss can be reasonably estimated, as well

as financial statement disclosures over the legal proceedings and claims.

These procedures also included obtaining and evaluating the

letters of audit inquiry with external legal counsel, evaluating the reasonableness of the Company’s assessment regarding whether

an unfavorable outcome is reasonably possible or probable and reasonably estimable, evaluating the sufficiency of the Company’s

disclosures related to legal proceedings and claims and evaluating the completeness and accuracy of the Company’s legal contingencies.

/s/ Weaver and Tidwell, LLP

We have served as Financial Gravity Companies, Inc.'s auditor since

Fort Worth, Texas

December 29, 2021

Financial Gravity Companies, Inc.

and Subsidiaries

CONSOLIDATED BALANCE SHEETS

2 unchanged sentences

Cash and cash equivalents

Trade accounts receivable, net

Accrued revenues

Current right to use lease

3 unchanged sentences

Proprietary content, net

Non-compete agreements, net

Intellectual Property

LIABILITIES AND STOCKHOLDERS’

Right to Use Lease

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable –

Accounts payable – trade

Accrued expenses

2 unchanged sentences

Line of credit

Capital Lease Payable

Lease Payable

Notes payable

1 unchanged sentence

NOTES PAYABLE

Lease Payable

Total Long-Term Liabilities

Total Liabilities

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’

STOCKHOLDERS’ EQUITY

Common stock, $ 0.001 par value;

3 unchanged sentences

Accumulated deficit

Total stockholders’

( 14,413,871 )

( 6,990,790 )

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are an integral part of these consolidated

financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

Financial Gravity Companies, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended September 30,

and Subsidiaries

STATEMENTS OF OPERATIONS

Ended September 30,

Investment management fees

Service income

Broker Dealer

Total revenue

7 unchanged sentences

Net operating loss

PPP Loan Forgiveness

Goodwill Impairment

( 7,380,603 )

Interest Expense

NET OTHER INCOME/EXPENSE

( 6,721,171 )

$ ( 7,423,081 )

$ ( 791,675 )

LOSS PER SHARE - Basic and Diluted

The accompanying notes are an integral part

of these consolidated financial statements.

Financial Gravity Companies, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’

For the years ended September 30, 2020

Shares Issued

The accompanying notes are an integral part of these consolidated financial statements.

Gravity Companies, Inc.

and Subsidiaries

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

the years ended September 30, 2021 and 2020

Number of Shares Issued and Outstanding

Common Stock Par Value Amount

Additional Paid-In Capital

Accumulated Deficit

Balance at September 30, 2019

1 unchanged sentence

Stock based employee compensation expense

Stock options in lieu of marketing expenses

Common stock issued upon conversion of debt

Balance at September 30, 2019

Stock based employee compensation expense

Stock options exercised

4 unchanged sentences

$ ( 6,990,790 )

The accompanying notes are an integral part

of these consolidated financial statements.

Balance at September 30, 2020

$ ( 6,990,790 )

Stock based employee compensation expense

NCW acquisition

( 7,423,081 )

Balance at September 30, 2021

$ ( 14,413,871 )

The accompanying notes are an integral part of these consolidated financial statements.

Financial Gravity Companies, Inc.

and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

1 unchanged sentence

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 7,423,081 )

$ ( 791,675 )

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

3 unchanged sentences

Stock based compensation

Goodwill impairment

Debt forgiveness income

Changes in operating assets and liabilities

Trade accounts receivable, net

Accrued revenue

Accounts receivable - related party

3 unchanged sentences

Accrued expenses

Deferred revenue

Contract Liabilities

Lease assets and liabilities

Net cash provided by (used in) operating activities

1 unchanged sentence

Cash paid for purchase of property and equipment

Cash paid for NCW

Net cash Forta

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings from line of credit

Payments on line of credit

Change in line of credit

Borrowings from note payable

7 unchanged sentences

Interest Paid

Accrued interest converted to equity

Noncash investing and financing activities

PPP Loan Forgiveness

Common stock issued for acquisition

2 unchanged sentences

Note payable assumed in acquisition

Notes payable converted to equity

The accompanying notes are an integral part of these consolidated

financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

Financial Gravity Companies, Inc.

3 unchanged sentences

Financial Gravity Companies, Inc.

and Subsidiaries

(the “Company”) located in Allen, Texas.

The wholly-owned subsidiaries of the organization include:

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

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

and SASH Corporation (inactive and awaiting dissolution).

MPath Advisor Resources, LLC.

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

and services to insurance agents or agencies.

(formerly Financial Gravity

Wealth, Inc.) (“Sofos”) Sofos is a registered investment advisor, located in Allen, Texas.

Sofos provides asset management

TMN was acquired effective October 1, 2015

and is an Ohio limited liability company.

The purchase was made by FGH.

TMN, located in Cincinnati, Ohio, provides three primary

services including monthly subscriptions to the “Tax Coach”

software system, coaching and email marketing services.

and Subsidiaries (the “Company”)

located in Austin, Texas.

Operations are conducted through wholly owned subsidiaries:

Company, along with its subsidiary companies, supports

investment advisors and provides tax professionals with a turnkey family office charter.

Company helps the tax professionals evolve from

the commoditized business of tax compliance to a Family Office Director that runs and manages their own multi-family office.

Family Office

Directors are able to leverage the Financial Gravity systems, technology, proprietary resources, and deep domain expertise to bring an

elevated and holistic financial service experience to their clients that spans proactive tax planning, retirement and estate planning,

wealth management, and risk mitigation.

Tax Master Network, LLC (“TMN”) services a network of over

300 accountants and tax preparers with three primary services including monthly subscriptions to the tax software systems, coaching and

email marketing services.

Financial Gravity Family Office Services, LLC (“FGFOS”)

is a registered investment advisor that offers investment management advice to clients through independent investment advisors.

the independent investment advisors are members of TMN that are licensed to provide investment management advice.

FGFOS provides support

for the multi-family offices run by the TMN members.

Financial Gravity Enhanced Markets, LLC, formerly MPath Advisors Resources,

LLC (“FGEM”) is an insurance marketing organization and provides insurance products and services to insurance agents or agencies.

Financial Gravity Asset Management, Inc., formerly Sofos Investment

Management, Inc.

(“FGAM”) is a registered investment advisor.

FGAM provides asset management services.

Forta Financial Group, Inc.

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

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

Regulatory Authority ("FINRA").

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

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

broker-dealer.

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

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

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

On September 30, 2020, the Company's net

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

The Company is exempt from certain provisions of

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

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

is a securities broker dealer, a registered

investment advisor and a licensed insurance agency.

As part of its annual review of the performance of its subsidiaries, Company has decided

to discontinue Forta’s broker/dealer operations, and is in the process of completing that transition.

SEGMENT REPORTING

We manage our business in four reportable

Each of our subsidiaries is treated as a segment.

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

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

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

Certain growth

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

We manage our business in reportable segments.

Each of our subsidiaries

is treated as a segment.

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

income Therefore, for instance, Company determined that its broker dealer operation does not present a growth opportunity.

the decision was made to discontinue Forta’s operations and concentrate on the other business segments.

Forta’s operations

is in the process of being shut down.

CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended September 30, 2020

Segment Reporting

Ordinary Income/Expense

Broker Dealer

Service Income

Investment Management Fees

Income from Inv in Subsidiaries

Compensation Expense

5 unchanged sentences

Net Ordinary Income

Total Other Expense

( 2,236,000 )

Other Income/Expense

Other Expense

Net Other Income

Net Income/(Loss)

$ ( 2,150,939 )

$ ( 791,675 )

CONSOLIDATING STATEMENTS OF OPERATIONS

12 unchanged sentences

Net Ordinary Income

( 2,175,470 )

Other Income/Expense

Other Income ©

Debt Forgiveness

Goodwill Impairment

Other Expense

1 unchanged sentence

( 7,095,933 )

(A) Discontinued Operation

(B) Starting from May 21, 2020

( 6,721,171 )

Net Income/(Loss)

$ ( 233,391 )

$ ( 9,271,403 )

$ ( 7,423,081 )

BUSINESS ACQUISITION

On September 30, 2019, the Company entered

into a merger agreement with Forta Financial Group, Inc.

(“Forta”

or “FFGI”, formerly, Presidential Brokerage,

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

On September 30, 2019, the Company entered into a merger agreement

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

Forta is a broker dealer,

2 unchanged sentences

closed on May 21, 2020.

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

of May 21, 2020.

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

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

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

Forta is a broker dealer, and its acquisition

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

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

who will focus on improving operations and growth opportunity.

Forta also contributed key operating assets, including in excess

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

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

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

liability of $ 699,117 has been recorded for 4,178,564 shares of common stock related to the acquisition remaining to be issued.

had 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 cash in excess of $ 700,000 .

Identification of Company as the Acquirer

The acquisition was primarily effected

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

equity interests in Forta.

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

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

The standard recognizes

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

is the acquiree.

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

The guidance provides the following factors

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

equity interests:

The majority shares ended up being held

by Forta shareholders.

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

However, the calculations

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

be exercised.

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

calculation in favor of the Forta shareholders.

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

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

After the acquisition, the largest single

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

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

There is no agreement on the election of

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

The composition of the senior management

of the combined entity.

Senior management is from Financial Gravity.

Based upon the above, the Company has concluded that Financial

Gravity will be treated as the acquirer.

The acquisition was primarily effected by a merger and an exchange

of Company’s common stock as the consideration paid to Forta stockholders by Company for their equity interests in Forta.

at all pertinent facts and circumstances identified in ASC 805-10-25-1, ASC 805-10-05-4 to be considered in identifying the acquirer in

a business combination effected by exchanging equity interests.

The standard recognizes that the acquirer usually is the entity that issues

its equity interests, but that in some business combinations the issuing entity is the acquiree.

In these situations, the accounting acquiror

is different than the legal acquiror.

The guidance provides the following factors to consider in identifying

the accounting acquiror in a business combination like the acquisition that is effected by exchanging equity interests:

The majority shares ended up being held by Forta shareholders.

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

However, the calculations included shares that were granted

through the option plan at Company, and it was assumed that each of the option share grants would be exercised.

As it turned out, the

vast majority of the option shares were not exercised, so that ended up skewing the majority calculation in favor of the Forta shareholders.

There were no other special or unusual voting arrangements, convertible securities or other financial instruments of the combined Company

immediately after the acquisition.

After the acquisition, the largest single minority interest would be

held by a Company shareholder, John Pollock, and members of the Board of Directors and management of Company, some of whom were shareholders

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

There is no agreement on the election of Board members, and neither

Forta nor Financial Gravity shareholders have any agreement to elect a majority of the Board.

The composition of the senior management of the combined entity is

from Financial Gravity.

Based upon the above, the Company has concluded that Financial Gravity will be treated as the acquirer.

Purchase Price Allocation

The purchase price of $7,652,415 was

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

We have used preliminary

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

We believe significant

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

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

account for adjustments made.

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

including customer relationships, trade names, contracts.

Our estimates and assumptions for these acquisitions are subject to

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

the acquisition date).

Assets Acquired and Liabilities Assumed

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 fair value estimates for the assets acquired and liabilities

assumed for the acquisition.

We believe significant synergies would 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 recorded goodwill of $ 7,380,603 , which is based

upon book value, to account for adjustments made.

Assets Acquired and Liabilities

Forta Financial Group, Inc.

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As of May 21, 2020

Assets Acquired and Liabilities Assumed

PURCHASE PRICE

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TOTAL LIABILITIES

The accompanying unaudited pro forma condensed

combined financial statement of Financial Gravity Companies, Inc.

(“Financial Gravity”, “FGCO”

or the “Company”)

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

(“Forta”

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

or the “transaction”) on the historical

financial position and results of operations of the Company.

The unaudited pro forma condensed combined statement of operations

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

statements for the year ended September 30, 2020

UNAUDITED PRO FORMA COMBINED FINANCIAL

Forta’s results of operations

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

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

Pro forma results have been prepared by adjusting historical results

to include Forta’s results of operations.

The unaudited pro forma results presented do not necessarily reflect the

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

does it indicate the results of operations in future periods.

Additionally, the unaudited pro forma results do not include

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

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

The accompanying unaudited pro forma condensed combined financial statement

of Financial Gravity Companies, Inc.

(“Financial Gravity,” “FGCO” or the “Company”) is presented to

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

(“Forta” or “FFGI”),

which closed on May 21, 2020 (the “acquisition” or the “transaction”) on the historical financial position and

results of operations of the Company.

The unaudited pro forma condensed combined statement of operations is based upon and derived from

and should be read in conjunction with Company’s and Forta’s historical audited financial statements for the year ended September

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Forta’s results of operations have been included in the following

financial statement for the twelve months ending September 30, 2020 prospectively from the assumed date of acquisition of October 1, 2019.

Pro forma results have been prepared by adjusting historical results to include Forta’s results of operations.

The unaudited pro

forma results presented do not necessarily reflect the results of operations that would have resulted had the acquisition been completed

at the beginning of October 1, 2019, nor does it indicate the results of operations in future periods.

Additionally, the unaudited pro

forma results do not include the impact of possible business model changes, nor does it consider any potential impacts of current market

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

The impact of these items could alter the following

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FINANCIAL GRAVITY COMPANIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR YEAR ENDED SEPTEMBER 30, 2020

Financial Gravity (A)

Pro Forma financial

Financial Gravity

Investment management fees

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Interest Expense

LOSS PER SHARE - Basic and Diluted

NET INCOME/(LOSS)

$ ( 921,475 )

A Derived from unaudited statement of operations

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

B Based upon anticipated operations for

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

BUSINESS DISPOSITION

The tax unit provided Company’s proprietary

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

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

to the Company.

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

$ ( 790,511 )

In March of 2021, the Company entered into a merger agreement with

NCW to acquire 100% of the stock of NCW in exchange for 8,000,000 shares of Company common stock and NCW was merged into Forta.

investment advisory organization.

The acquisition transaction closed on July 23, 2021.

Prior to the acquisition, the client accounts

of NCW were transferred to Forta.

NCW had key employees who assumed vital executive leadership roles within the Company, including key

executives who will focus on improving operations and growth opportunity.

Purchase Price Allocation

The purchase price of $2,082,065 was based upon the share price of

Company’s stock as of July 23, 2021, plus $83,665 in cash.

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 $2,082,065, 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

NCW Group, Inc.

As of August 2, 2021

Schedule Of Purchase Price

PURCHASE PRICE

TOTAL ASSETS (A)

TOTAL LIABILITIES

NCW's client accounts and related assets were transferred to

Forta prior to the closing of the merger.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting

polices consistently applied in the preparation of the accompanying consolidated financial statement 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

The consolidated financial statements include

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

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

The consolidated financial statements include the accounts of Financial

Gravity Companies, FGAM, FGEM, TMN and Forta, FGFOS (collectively referred to as the “Company”).

All significant intercompany

accounts and transactions have been eliminated on consolidation.

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

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.

Trade Accounts Receivable

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 and $0 as of September 30, 2020 and 2019, respectively.

In the normal course of business, the Company

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

The Company does not believe that they are exposed to any significant risk of loss on accounts receivable.

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 several 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.

Prepaid Expenses

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.

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;

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.

Property and equipment operated under material

leases which transfer substantially all benefits and risks associated with the assets to the Company are capitalized.

and liability equal to the present or fair value, if appropriate, of minimum payments over the term of the leases are recorded.

Amortization of the asset is computed using the straight-line method.

Expenses associated with all other leases (operating leases)

are charged to expense as incurred.

Customer Relationships

The customer relationships acquired from

the TMN purchase have been recognized in the accompanying consolidated balance sheets at $44,900, the value attributed to it on

the date of the purchase.

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

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

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

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

This has been fully

amortized as of September 30, 2019.

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;

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.

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

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

of operations.

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

Future amortization of proprietary content

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

The trade name acquired as a part of the

TMN purchase has been recognized in the accompanying consolidated balance sheets at $69,300, the value attributed to it on the

date of the purchase.

Management has determined that the trade name had no future value and considers the value of the trade name

recorded in the accompanying consolidated balance sheet to be impaired as of September 30, 2019.

Accordingly, this asset was fully

Non-compete Agreements

Non-compete agreements established as a

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

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

The non-compete agreements were fully

amortized as of September 30, 2020.

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.

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

During the years ended September 30,

2021 and 2020, the Company recorded amortization expense of $ 57,868 and $ 114,955 , respectively, on this intangible asset, which is included

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

Accumulated amortization at September

30, 2021 and 2020 was $ 443,142 and $ 377,505 , respectively.

Future amortization of proprietary content is estimated to be as follows

for the years ended September 30:

Schedule of future amortization

Future amortization

Intellectual Property

The Company accounts for intellectual property

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 sheet

to be impaired as of September 30, 2020 and 2019.

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 for TMN in

the accompanying consolidated balance sheets to be impaired as of September 30, 2020, and 2019.

Goodwill consists of the following:

The Company accounts for intellectual property 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 sheet to be impaired as of September 30, 2021 and

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 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.

consists of the following:

Schedule of goodwill

September 30,

Net TMN Goodwill

Forta Goodwill

Forta Goodwill (Net NCW Transaction)

Company Goodwill (Forta Transaction)

Total Goodwill

The Company accounts for Federal and state

income taxes pursuant to GAAP, 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”)

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 or penalties as of September 30, 2020 and 2019.

From time to time, the Company is audited

by taxing authorities.

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 accounts for Federal and state income taxes pursuant to

GAAP, 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 were no uncertain tax positions or accrued interest or penalties as of September 30, 2021 and 2020.

From time to time, the Company is audited by taxing authorities.

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.

The Company’s Federal returns since 2017 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 57,138,793 and 37,825,239 for years ended September 30, 2020 and 2019, respectively.

For the years ended September 30, 2020

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

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

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 84,951,745 and 57,138,793 for years ended September 30, 2021 and 2020, respectively.

For the years ended September 30, 2021 and 2020, approximately 6,712,888

and 6,972,696 common stock options, respectively, and 0 and 0 warrants, respectively, were not added to the diluted average shares because

inclusion of such shares would be antidilutive.

Revenue Recognition

The Company adopted the Financial Accounting

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

with Customers October 1, 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’

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

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,

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’ investments.

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

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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 September 30,

2020 and 2019, respectively.

In the normal course of business, the Company

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

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

Sofos generates investment management fees

for services provided by the Company.

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

professional services to manage client investments.

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

Forta generates commission revenue from

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

The revenue is recognized when commissions

are received from insurers and issuers of the products.

MPath generates revenue from insurance

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

Tax Master Network has five levels of network

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

None of these programs come with a long-term commitment

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.

The Company generates services income which is recognized when consulting

and other professional services are performed by the Company (primarily from TMN and FGEM).

Income 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 contract liabilities in the accompanying consolidated balance

Accrued revenues are recorded for investment management fees that are

paid in arrears.

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

The Company does not believe

that it is exposed to any significant risk of loss on accounts receivable.

FGAM generates investment management fees for services provided by

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 monthly period.

Forta generates commission revenue from the sale of annuities and premiums

on life insurance policies held by third parties.

Commission revenue is derived from the sale of annuities and premiums on life insurance

The revenue is recognized when commissions are earned from when it is determined that insurance products are sold.

are received after products are sold, issued or in force.

FGEM generates revenue from insurance marketing services for insurance

agents, including sourcing of insurance policies through selling agreements.

Revenue is recognized when the policies have been accepted

by the issuer and it is probable the commission will be received.

Tax Master Network has five levels of network subscription services

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

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.

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 that are primarily from investment management fees, including

money management fees.

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

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

The Company received revenue from

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

ending September 30,2020 including:

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.

A contract liability is recognized when the customer payment is received.

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

The Company received revenue from FGAM’s 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 $ 2,076,383 and $ 1,352,975 (or, $ 1,255,457 after inter-company eliminations of $ 140,420 ) for fiscal

years 2021 and 2020, respectively.

The Company received revenue from Forta’s operations during

fiscal year 2021 and from (the date of the merger) from the following sources from May 21, 2020 through fiscal year ending September

30, 2020 including:

Schedule of revenues from operations

Investment Advisory fees

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Insurance and Other Service Revenue

Total Revenue from contracts with customers

Other service fee revenue

Total revenue

The Company received revenue from TMN’s

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

The Company received revenue from TMN’s operations from the following

sources during the fiscal year ending September 30, 2021 and 2020 including:

TMN membership subscriptions

1 unchanged sentence

Commissions/Referrals

The Company received revenue from MPath’s

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

In addition, there was revenue from

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

Marketing costs are charged to

operations when incurred.

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

respectively.

The Company received revenue from FGEM’s operations from insurance

sales of $ 536,990 and$ 73,882 during fiscal year ending September 30, 2021 and 2020, respectively.

Marketing costs are charged to operations when incurred.

expenses were $ 77,858 and $ 125,161 for the years ended September 30, 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 1.3171% in the year ended September 30, 2020 and 2019 of 1.49% to 2.55% in 2019,

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

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

While the fair

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

Forfeitures are recorded as they occur.”

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 0.88339 % in the year ended September 30, 2021 of 1.3171 % in 2020, dividend yield of 0 %, expected life of 10 years and volatility

of 87.6769 % and 159 % in 2021 and 2020 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 year end.

Forfeitures are recorded as they occur.

Use of Estimates

The preparation of the consolidated financial

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.

The preparation of the consolidated financial 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

Actual results could differ from these estimates.

The estimate of potential losses resulting from the Forta FINRA arbitration

claims may change materially in the near term.

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 year ended September 30, 2020,

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

of $6,990,790.

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

For the year ended September 30, 2021, the Company reported $ 6,672,793

in revenue, a net loss of $ 7,423,081 (including a write off of Goodwill of 7,380,603), use of cash in operations of $ 487,071 and an accumulated

deficit of $ 14,413,871 .

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

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 .

PPP loans bear a fixed interest

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

The loans may be forgiven,

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

The Company expects

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

Company’s plans for expansion include attracting additional clients

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

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

and Company’s revenue.

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

advisors and groups of advisors.

These loans have been forgiven.

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, 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.

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.

From time to time, the Company is a party

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

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

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

Future Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13

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

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

of the allowance for uncollectible accounts receivable.

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

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

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

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

Effective Dates, which deferred the effective

date of ASU Topic No.

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

The Company is currently evaluating the impact

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

Since the Company currently uses

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

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

In 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

The new standard will become effective for the Company for fiscal years beginning after December 31, 2019, with early adoption

In November of 2019, the FASB issued ASU 2019-10 Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging

(Topic 815), and Leases (Topic 842):

Effective Dates, which deferred the effective date of ASU Topic No.

2016-13 to fiscal years beginning

after December 15, 2022.

The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated

financial statements.

Since the Company currently uses an expected loss from customers method, the Company does not anticipate the adoption

of ASU 2016-13 will have a material impact on the Company's financial condition or results of operations.

In January 2017, the FASB issued ASU No.

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

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

The new guidance is effective for

the Company beginning October 1, 2020.

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

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

2017-04 Intangibles-Goodwill

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

eliminating the Step 2 procedure from the goodwill impairment test.

The new guidance is effective for the Company beginning October 1,

The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on the Company's financial condition or

results of operations 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.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September

and equipment consist of the following at September 30:

Schedule of property and equipment

Estimated Service Lives

2 unchanged sentences

Less accumulated depreciation and amortization

Depreciation expense was $42,419 and

$37,647 during the years ended September 30, 2020 and 2019, respectively.

Depreciation expense

was $ 53,184 and $ 42,419 during the years ended September 30, 2021 and 2020, respectively.

INTELLECTUAL PROPERTY

Intellectual property consists of the following:

property consists of the following:

Schedule of intellectual property

Trademarks at September 30, 2021

1 unchanged sentence

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 collateralized by

the personal guarantee of the majority stockholder.

Line of credit balance was $54,112 and $63,919 for the years ended September

30, 2020 and 2019, respectively.

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 September 30, 2020 and 2019, was $23,534

and $29,401 respectively.

On August 31, 2020, the Company entered

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

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

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

On May 8, 2020, the Company received a

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

Additionally, on May 15, 2020, Forta received a

PPP loan in the amount of $377,700.

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

government, and do not require collateral.

The loans may be forgiven, in part or whole,

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

The Company expects that the full proceeds

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

Forta submitted its

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

The Company’s maturities of debt

subsequent to September 30, 2020 are as follows:

This line of credit is collateralized by the personal guarantee of John Pollock.

of credit balance was $ 52,932 and $ 54,112 as of September 30, 2021 and 2020, respectively.

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 $ 32,205 .

The note is in settlement

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

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

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

The outstanding balance on September 30, 2021 and 2020, was $ 17,305 and $ 23,534 , 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 is $ 38,548 and $ 52,000 as of September 30, 2021 and 2020, 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, 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.

Company’s maturities of debt subsequent to September 30, 2021 are as follows:

Schedule of debt maturities

ACCRUED EXPENSES

Accrued expenses consist of the following

at September 30:

Accrued expenses consist of the following at September 30:

Schedule of accrued expenses

SAR Liability

Accrued payroll

Accrued benefits

Commissions payable

3 unchanged sentences

Accrued operating expenses

Deferred rent

Deferred revenue

The Company elected C Corporation tax status

from inception.

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

forward to offset future taxable income;

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

statements of operations.

NOL carry-forward benefits begin to expire in 2035.

The following table summarizes the difference

between the actual tax provision and the amounts obtained by applying the statutory tax rates to the income or loss before income

taxes for the years ended September 30:

Total accrued expenses

The Company elected C Corporation tax status from inception.

Net operating

losses (“NOL”) since that date total $ 6,259,594 as of September 30, 2020 and may be carried forward to offset future taxable

accordingly, no current provision for income tax has been recorded in the accompanying statements of operations.

following table summarizes the difference between the actual tax provision and the amounts obtained by applying the statutory tax rates

to the income or loss before income taxes for the years ended September 30:

Schedule of Components of Income Tax Expense

Tax benefit calculated at statutory rate

4 unchanged sentences

Provision for income taxes

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 September 30:

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 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 September 30:

Schedule of deferred tax assets and liabilities

Net non-current deferred tax assets:

Net operating loss carry-forward

Property and equipment

Net non-current deferred tax liabilities:

Intangible assets

Less valuation allowance

Net operating loss carryforward

Valuation allowance

( 1,324,949 )

( 1,311,623 )

Net deferred taxes

COMMITMENTS, CONTINGENCIES AND

CONCENTRATIONS

In February 2016, the FASB issued ASU 2016-02

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

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

COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

In February 2016, the FASB issued ASU 2016-02 Leases, which changed

financial reporting as it relates to leasing transactions to recognize a lease liability, measured on a discounted basis;

and a right-of-use

asset, for the lease term.

In July 2018, the FASB issued ASU No.

2018-10 Codification Improvements to

Topic 842, Leases and ASU No.

2018-10 Codification Improvements to Topic 842, Leases and ASU No.

Leases (Topic 842):

3 unchanged sentences

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

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

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

The initial adoption

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

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

The Company had no significant changes to processes or

The Company leases their office space through

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

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

Company’s lease agreements obligate the Company

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

The Company’s lease

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

The Company determines if an

arrangement is an operating lease at inception.

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

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

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

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

The present value of lease

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

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

general and administrative expenses.

The Company terminated its lease in Allen

Texas with the consent of the landlord.

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

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

The Company also leases certain equipment

under operating leases.

Total rent expense for the year ended September

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

the lease ends in May 2021) from June through

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

In 2019, rent expense for Financial

Gravity was $135,041.

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 an operating lease in

Denver, Colorado and Carmel, California, and non-material offices leases in Cincinnati, Ohio.

The Denver lease agreement was amended in

December 2020, extending the lease terms into 2024 and deferring some past due lease obligations over the amended lease term.

lease is for a term that ends in June of 2023.

The Company previously had a lease for office space in Loveland, CO, which expired in August

2021, without renewal.

Company’s lease agreements obligate the Company to pay real estate taxes, insurance, and certain maintenance

costs, which are accounted for separately.

The Company’s lease agreements do not contain any material residual value guarantees

or material restrictive covenants.

The Company determines if an arrangement is an operating lease at inception.

Leases with an initial

term of 12 months or less are not recorded on the balance sheet.

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

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 terminated its lease in Allen Texas with the consent of

the landlord.

The termination agreement including a contingent stock issuance.

Company will be issuing 188,000 shares of common stock

to the landlord and the liability has been included in accrued expenses as of September 30, 2021.

Total rent expense for the years ended September 30, 2021 and September

30, 2020 was $ 157,485 and$ 117,344 respectively for Forta’s the Denver Lease.

The Denver lease was renegotiated in December 2020,

extending through April 2024, deferring October through December 2020 rent and spreading over the extended lease term.

The space was downsized

and a TI allowance was applied to rental payments.

Forta had a small space in Loveland through August 2021, when the lease was not renewed.

And a small space Colorado Springs during 2020.

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

The difference between rental

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

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

Minimum future annual rental payments under

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

see Subsequent Events):

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

Forta assumed an existing lease in Carmel CA upon the merger with

The lease runs through June 2023.

The total rent expense for the Carmel lease was $22,500 for the year ended September

There are renewal options at the end of this lease.

At this time, renewal is uncertain.

A discount rate of 6% was used in

determining the lease asset and liability.

Minimum future annual rental payments under non-cancelable operating

leases having original terms in excess of one year are as follows (however, the Leases obligations have changed – see Subsequent

Schedule of Future Minimum Rental Payments for Operating Lease

Lease Liability

Cash paid for lease payments on the Denver and Carmel leases was approximately

$ 55,000 in 2021, the weighted average discount rate is 6 % and the weighted average remaining lease term is 2.17 years.

Legal Proceedings

From time to time, we are a party to or

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

Management does not believe that there are any current, material legal proceedings ongoing at this time.

STOCKHOLDERS’

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

of common stock, par value $0.001 per share.

time to time, we are a party to or otherwise involved in legal proceedings, claims and other legal matters, arising in the ordinary course

of our business or otherwise.

During 2021, Forta had over 20 FINRA arbitrations that were pending.

The claims 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

Many of the claims have been settled, and most of the remaining claims are in settlement discussions.

The total amount of

the currently pending claims (approximately $500,000) does not exceed the amount of insurance available.

However, the Company cannot

estimate the potential loss that may occur.

(see Subsequent Events).

STOCKHOLDERS’ EQUITY

The Company is authorized to issue up to 300,000,000 shares of common

stock, par value $0.001 per share.

Preferred Stock

The Company does not have a preferred stock authorization in

its articles of incorporation.

Financial Gravity Holdings, a subsidiary

of the Company, has authorized the issuance of up to 10,000,000 shares of preferred stock, by action of the Board of Directors.

The preferred stock authorization has not been formalized via the filing of an amendment to the certificate of formation of Financial

Gravity Holdings.

The rights and obligations of the preferred stock are as determined by the Board of Directors at the time of

Financial Gravity Holdings was dissolved February 13, 2019.

For each of the Company and Financial Gravity

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

The Company follows the provisions of ASC

815, “Derivatives and Hedging”.

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

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

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

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

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

However, the Company determined that these warrants should

be accounted for as equity and as such no determination of fair value was necessary.

The Company and its subsidiaries does not have a preferred stock authorization

in its articles of incorporation.

Additional Common Stock Issuances

During the years ended September 30, 2020

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

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

41,607,315 have been issued in the Forta

merger to Forta Shareholders.

During the year ended September 30, 2021, 8,000,000 shares were issued

for the acquisition of NCW Vestus.

During the year ended September 30, 2020 382,932 shares were issued for services rendered, 75,757 in

a private placement, 116,375 shares in stock option exercises, and 41,607,315 were issued in the Forta merger to Forta Shareholders.

STOCK OPTION PLAN

Effective February 27, 2015, the Company

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

The Board of Directors of the Company has the authority and

discretion to grant stock options.

Effective February 27, 2015, the Company established the 2015 Stock

Option Plan (the “2015 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 and exercised 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

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

The last date any

options were granted under the 2015 Plan was March 14, 2016.

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.

Eligible individuals include any employee

of the Company or any director, consultant, or other person providing services to the Company.

The expiration date and exercise price

are as established by the Board of Directors of the Company.

The last date any options were granted under the 2015 Plan was March 14,

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.

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

and the maximum term of an award is 10 years.

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

or other person providing services to the Company.

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

of the Company.

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

Stock option activity is summarized as follows:

and the maximum term of an award is 10

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

to the Company.

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

The first date any

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

Schedule of option activity

Shares under Option

8 unchanged sentences

Exercisable - September 30, 2021

All outstanding 2015 Plan stock options

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

The stock options

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

Total compensation expense included in salaries and wages of previously

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

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

Stock appreciation rights representing

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

at September 30, 2020.

All outstanding 2015 Plan stock options at September 30, 2016 became

immediately vested upon the completion of the reverse merger with Pacific Oil Company.

The stock options granted under the 2016 Plan have

2 to 5 -year vesting periods.

Total compensation expense included in salaries and wages of previously unamortized stock compensation was

$ 128,430 and $ 80,275 for the years ended September 30, 2021 and 2020, respectively.

Unamortized share-based compensation expense as of

September 30, 2021 amounted to approximately $ 225,254 which is expected to recognize over the vesting periods of approximately 2.5 years.

Stock appreciation rights representing 1.9 million shares included

in the table above are recorded as liability with an accrual of $ 61,763 included in accrued expenses at September 30, 2021.

RELATED PARTY TRANSACTIONS

Included in compensation expenses for TMN

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

The agreement is with Tax Tuneup, LLC which

is owned by Ed Lyon, the CEO of TMN.

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

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

Included in compensation expenses for TMN were consulting fees paid

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

One agreement is with Tax Tuneup, LLC which is owned by Ed Lyon, the CEO of

Through this arrangement, Tax Tuneup, LLC provides consulting services to TMN, including updating of the tax strategies to comply

with tax law and rules.

The payments each month are $16,500.

The total paid under this agreement

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

On April 12, 2019 the Company entered into

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

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

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

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

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

The total paid under this agreement in fiscal 2021 and 2020 respectively,

were $ 258,000 and $ 253,000 .

The other agreement is with Vandata, LLC, which is owned by Keith Vandestadt who provides consulting services

to TMN and is paid $5000 per month, for a total of $60,000 in fiscal 2021 and 2020, respectively.

Vandata, LLC is also owed $10,000 for

services previously rendered.

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 was originally to be repaid in six equal installments

of $ 2,520 , beginning July 1, 2019.

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

The balance of

the loan at September 30, 2021 and 2020 was $ 5,296 and $ 5,152 , respectively.

In addition, Company owes $ 50,750 to a company owned by Mr.

Pollock for consulting services.

Payments are not being made at this time on this obligation.

SUBSEQUENT EVENTS

In December 2020, with an effective date

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

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

The current lease

runs through 2024.

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

of costs of approximately $4000 per month.

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

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

The term sheet contemplates that Company will

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

The owners of the two

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

The term sheet provides for a close of the transaction in

January 2021.

Forta has settled most of the pending FINRA claims.

The total of the

outstanding claims that are still pending against Forta is approximately $500,000.

There is adequate insurance to cover each of the remaining

There is one uninsured claim, but Forta’s role was as a finder, Forta owed no duties to the claimant, and there is no basis

for liability.

Forta violated FINRA net capital rules in November 2021.

net cap violation, Forta discontinued all securities operations.

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

What changed 10-K

Item 9A. Controls and Procedures