Financial Gravity Companies, Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES. 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 30, 2021. 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. GAAP. 12 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, 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. · Insufficient Resources : The Company has inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting to be able to have appropriately designed and operating entity level controls including risk assessment; information and communication; monitoring; and financial reporting. · Inadequate Segregation of Duties: 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 reporting. 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 of Controls Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation 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. Changes in Internal Control over Financial Reporting During the period covered by this report the Company continued to review and improve internal control over financial reporting. Item 9B. OTHER INFORMATION. None. 13 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. 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 2021. Name Age Position with the Company Scott Winters 51 Chairman of the Board, Chief Executive Officer John Pollock 55 Executive Vice President – Sales, FGEM CEO and Board Member Paul Williams 64 Former Vice Chairman of the Board, Chief Financial Officer and Treasurer Jennifer Winters 50 Secretary, Chief Operating Officer and Board Member Edward A. Lyon 57 Chief Tax Strategist, TMN CEO and Board Member William Nelson, Jr. 50 Chief Investment Officer, FGAM CEO and Board Member Gary Nemer 75 Chief Financial Officer and Chief Legal Counsel Mark Williams 46 Board Member 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. 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 – Sales. Mr. Pollock served as CEO and Chairman of Financial Gravity since its inception until August 2019 and has been a major shareholder of the Company. Paul O. Williams, 64, has served on the Financial Gravity Companies, Inc. (OTCQB: 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. Edward A. 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. Mr. 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. Mr. 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. Mrs. 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. Jennifer Winters is the spouse of Scott Winters, the Chief Executive Officer of the Company. 14 William Nelson, Jr. 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. From 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 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 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. No Committees of the Board of Directors; 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. 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. 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. 15 Item 11. EXECUTIVE COMPENSATION. 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); · our Chief Financial Officer (Principal Financial Officer); · each of our three most highly compensated executive officers, other than the Principal Executive Officer and the Principal Financial Officer, who were serving as executive officers at the end of the fiscal year ended September 30, 2021 and 2020; and · 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 ”): SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary Option/SAR Awards (1) All Other Total Scott Winters, CEO 2021 $ 264,507 $ – $ – $ 264,507 2020 $ 264,507 $ 10,225 $ – $ 274,732 John Pollock, EVP - Sales 2021 $ 250,000 $ – $ – $ 250,000 2020 $ 250,000 $ 10,225 $ – $ 260,225 Paul Williams, CFO 2021 $ 88,000 $ – $ – $ 88,000 2020 $ 96,000 $ 10,225 $ – $ 106,225 Edward A. Lyon, CEO TMN 2021 $ 42,000 $ – $ 198,000 $ 240,000 2020 $ 42,000 $ 10,225 $ 198,000 $ 250,225 Jennifer Winters, COO 2021 $ 137,416 $ – $ – $ 137,416 2020 $ 57,769 $ 132,804 $ – $ 190,573 William Nelson, CEO FGAM 2021 $ 137,416 $ – $ – $ 137,416 2020 $ 57,769 $ 132,804 $ – $ 190,573 Gary Nemer, CFO 2021 $ 68,258 $ – $ – $ 34,149 2020 $ 13,338 $ 132,804 $ – $ 146,142 __________________________ (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 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. Edward A. 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. Mr. Lyon serves as the General Manager, responsible for supervising the business and affairs of Tax Master Network. Summary Compensation 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. 16 Outstanding Equity Awards at Fiscal Year-end The following stock option and stock appreciation rights granted to executive officers are outstanding: Issue Date Expiry Date Issued To Current Strike Price Issued Awards 3/5/2020 3/5/2030 Edward Lyon $0.17 250,000.00 3/5/2020 3/5/2030 Jennifer Winters $0.17 250,000.00 2/28/2020 2/28/2030 Jennifer Winters $0.30 500,000.00 3/5/2020 3/5/2030 Jennifer Winters $0.17 250,000.00 3/5/2020 3/5/2030 John Pollock $0.17 250,000.00 3/5/2020 3/5/2030 Paul Williams $0.17 250,000.00 3/5/2020 3/5/2030 Scott Winters $0.17 250,000.00 9/1/2015 9/1/2025 Scott Winters $0.33 75,000.00 3/5/2020 3/5/2030 William Nelson $0.17 250,000.00 2/28/2020 2/28/2030 William Nelson $0.30 500,000.00 3/5/2020 3/5/2030 William Nelson $0.17 250,000.00 7/20/2020 2030/20/07 Gary Nemer $0.25 250,000 7/20/2020 2030/20/07 Gary Nemer $0.25 500,000 Compensation of Directors This section is not applicable as there was no director compensation for years ended September 30, 2021 and 2020. Employment Contracts, Termination of Employment, Change-in-Control Arrangements 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. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to the beneficial ownership, as of September 30, 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: Beneficial Owner (1) Amount of Beneficial Ownership (1) Percentage of Shares (rounded) Scott Winters (3) 13,705,176 15% William Nelson, Jr. 13,705,176 15% John Pollock 15,060,462 16% Edward A. Lyon 2,593,500 3% Gary Nemer (2) 13,705,175 15% Mark Williams 5,333,333 6% Directors and executive officers as group (seven persons) 64,102,822 70% (1) Each beneficial owner has sole voting and investment power with respect to all shares attributable to that owner. Excludes stock options and SARs. (2) Non-director executive officer with more than 5% ownership. (3) Scott Winters has 75,000 fully vested stock options. 17 Changes in Control None. 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 A (1) B C Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in Column A) Equity compensation plans not approved by security holders (2015 Stock Option Plan) – (2) $ – – (2) Equity compensation plans approved by security holders (2016 Stock Option Plan) 20,000,000 (1) 0.24 12,739,804 (3) Total 20,000,000 $ 0.24 12,739,804 _____________________ (1) Shares subject to stock options under 2016 Stock Option Plan. (2) The 2015 Stock Option Plan was replaced by the 2016 Stock Option Plan. (3) 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 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. 18 Item 13. 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. 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. Jennifer Winters is an Officer and Director and the spouse of Scott Winters. TaxTuneup, LLC, which is an entity owned by Mr. Edward A. 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. 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. Edward A. 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. Mr. 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. 19 Item 14. 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, 2021 and 2020, respectively. Assurance Services. 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. Tax Fees. 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. None 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. 20 PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (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) Exhibits. See Item 15(b) below. (b) Exhibits required by Item 601 of Regulation S-K Exhibit No. Description 14.1 Code of Ethics 31.1 Sarbanes-Oxley Section 302(a) Certification of John Pollock 31.2 Sarbanes-Oxley Section 302(a) Certification of Paul Williams 32.1 Sarbanes-Oxley Section 906 Certifications 101.INS 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) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). 21 SIGNATURES 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. Date: December 29, 2021 By: /s/ Scott Winters Scott Winters Chief Executive Officer (Principal Executive Officer) Date: December 29, 2021 By: /s/ Gary Nemer 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. Date: December 29, 2021 By: /s/ Scott Winters Scott Winters Chief Executive Officer (Principal Executive Officer) Date: December 29, 2021 By: /s/ Gary Nemer 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. Signature Capacity Date /s/ Scott Winters CEO, Chairman of the Board December 29, 2021 Scott Winters (principal executive officer) /s/ Mark Williams Director December 29, 2021 Mark Williams /s/ Edward A. Lyon Director December 29, 2021 Edward A. Lyon /s/ John Pollock Director December 29, 2021 John Pollock /s/ Jennifer Winters Director December 29, 2021 Jennifer Winters /s/ William Nelson Director December 29, 2021 William Nelson, Jr. 22 FINANCIAL GRAVITY COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS SEPTEMBER 30, 2021 AND 2020 CONTENTS Page REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS F-2 CONSOLIDATED BALANCE SHEETS F-4 CONSOLIDATED STATEMENTS OF OPERATIONS F-5 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY F-6 CONSOLIDATED STATEMENTS OF CASH FLOW F-7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Financial Gravity Companies, Inc. Opinion on the Financial Statements 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, Inc. 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 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. Basis for Opinion These financial statements are the responsibility of the entity’s management. 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. 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 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 and that: (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. F- 2 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 claims. 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 the issue. 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 2020 Fort Worth, Texas December 29, 2021 F- 3 Financial Gravity Companies, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS As of September 30, 2021 2020 ASSETS CURRENT ASSETS Cash and cash equivalents $ 306,057 $ 482,854 Accrued revenues 270,428 159,476 Current right to use lease 112,469 259,645 Prepaid expenses and other current assets 153,047 193,818 Total current assets 842,001 1,095,793 OTHER ASSETS Property and equipment, net 38,523 81,712 Proprietary content, net 81,958 143,643 Intellectual Property 53,170 53,170 Right to Use Lease 156,863 – Goodwill 3,176,767 8,475,305 TOTAL ASSETS $ 4,349,282 $ 9,849,624 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable – trade $ 32,746 $ 107,674 Accrued expenses 1,082,979 1,067,392 Related Party Payables 66,432 69,838 Contract Liabilities 66,654 76,470 Line of credit 52,932 54,112 Rent Payable 90,941 – Lease Payable 133,078 259,645 Notes payable 45,412 23,596 Total current liabilities 1,571,174 1,658,728 NOTES PAYABLE 433,341 712,982 Lease Payable 193,073 – Total Long-Term Liabilities 626,414 712,982 Total Liabilities 2,197,588 2,371,710 COMMITMENTS AND CONTINGENCIES – – STOCKHOLDERS’ EQUITY Common stock, $ 0.001 par value; 300,000,000 shares authorized; 91,618,412 shares issued and outstanding as of September 30, 2021 and 83,618,412 shares issued and outstanding as of September 30, 2020 91,618 83,618 Additional paid-in capital 16,473,946 14,385,086 Accumulated deficit ( 14,413,871 ) ( 6,990,790 ) Total stockholders’ equity 2,151,693 7,477,914 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,349,282 $ 9,849,624 The accompanying notes are an integral part of these consolidated financial statements. F- 4 Financial Gravity Companies, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended September 30, 2021 2020 REVENUE Investment management fees $ 3,849,538 $ 1,969,845 Service income 1,859,958 1,281,611 Broker Dealer 963,297 436,024 Total revenue 6,672,793 3,687,480 OPERATING EXPENSES Cost of services 106,630 73,071 Professional services 396,755 375,363 Depreciation and amortization 111,052 166,586 General and administrative 1,141,570 672,784 Marketing 77,858 125,161 Salaries and wages 5,540,839 3,186,305 Total operating expenses 7,374,703 4,599,270 Net operating loss ( 701,910 ) ( 911,790 ) Income tax 7,658 – Other Income – 129,801 PPP Loan Forgiveness 661,045 – Goodwill Impairment ( 7,380,603 ) – Interest Expense ( 9,270 ) ( 9,685 ) NET OTHER INCOME/EXPENSE ( 6,721,171 ) 120,116 NET LOSS $ ( 7,423,081 ) $ ( 791,675 ) LOSS PER SHARE - Basic and Diluted $ ( 0.09 ) $ ( 0.01 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 Financial Gravity Companies, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For 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 Total Balance at September 30, 2019 41,436,033 $ 41,436 $ 7,391,592 $ ( 6,199,115 ) $ 1,233,913 Stock based employee compensation expense – – 59,196 – 59,196 Stock options exercised 116,375 115 67 – 182 Private Placement stock issue 75,757 76 24,924 – 25,000 Stock issued in exchange for services 382,932 383 49,617 – 50,000 Forta acquisition 41,607,315 41608 6,859,690 – 6,901,298 Net loss – – – ( 791,675 ) ( 791,675 ) Balance at September 30, 2020 83,618,412 $ 83,618 $ 14,385,086 $ ( 6,990,790 ) $ 7,477,914 Balance at September 30, 2020 83,618,412 $ 83,618 $ 14,385,086 $ ( 6,990,790 ) $ 7,477,914 Stock based employee compensation expense – – 98,460 – 98,460 NCW acquisition 8,000,000 8,000 1,990,400 – 1,998,400 Net loss – – – ( 7,423,081 ) ( 7,423,081 ) Balance at September 30, 2021 91,618,412 $ 91,618 $ 16,473,946 $ ( 14,413,871 ) $ 2,151,693 The accompanying notes are an integral part of these consolidated financial statements. F- 6 Financial Gravity Companies, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended September 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 7,423,081 ) $ ( 791,675 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Loss on disposal of equipment – 20,200 Depreciation and amortization 111,052 166,586 Common stock issued in exchange for services – 50,000 Stock based compensation 128,430 80,275 Goodwill impairment 7,380,603 – Debt forgiveness income ( 661,045 ) – Changes in operating assets and liabilities Accrued revenue ( 110,952 ) 97,795 Accounts receivable - related party – – Prepaid expenses 40,771 ( 1,699 ) Accounts payable – trade ( 74,928 ) ( 85,291 ) Related party payables 80,249 ( 20,000 ) Accrued expenses 15,587 ( 47,419 ) Contract Liabilities ( 9,816 ) – Rent Payable 90,941 – Lease assets and liabilities ( 54,882 ) ( 18,263 ) Net cash provided by (used in) operating activities ( 487,071 ) ( 549,491 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for purchase of property and equipment ( 8,112 ) ( 4,340 ) Cash paid for NCW ( 83,655 ) – Net cash Forta – 710,154 Net cash provided by investing activities ( 91,767 ) 705,814 CASH FLOWS FROM FINANCING ACTIVITIES Change in line of credit ( 1,180 ) ( 9,807 ) Borrowings from note payable 422,900 283,345 Payments on note payable ( 19,680 ) ( 8,242 ) Proceeds from the sale of common stock – 25,182 Net cash (used in) provided by financing activities 402,040 290,478 TOTAL CHANGE IN CASH AND CASH EQUIVALENTS ( 176,797 ) 446,801 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 482,854 36,053 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 306,057 $ 482,854 Supplemental disclosures of cash flow information: Interest Paid $ 9,270 $ 7,285 Noncash investing and financing activities PPP Loan Forgiveness 661,045 – Common stock issued for acquisition $ 1,998,400 $ 6,901,298 Common stock to be issued for acquisition $ – $ 699,117 Note payable issued related to acquisition $ – $ 52,000 Note payable assumed in acquisition $ – $ 377,700 The accompanying notes are an integral part of these consolidated financial statements. F- 7 Financial Gravity Companies, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NATURE OF BUSINESS Financial Gravity Companies, Inc. 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. Many of 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. 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 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. As a result, 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. F- 8 CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended September 30, 2020 Segment Reporting Eliminations FGC FGT (A) Forta (B) FGEM FGAM TMN TOTAL Ordinary Income/Expense Income Broker Dealer $ – $ 0 $ 0 $ 436,024 $ 0 $ 0 $ 0 $ 436,024 Service Income – 70 69,721 77,024 73,882 42,902 1,018,012 1,281,611 Investment Management Fees ( 140,420 ) 0 0 757,290 0 1,352,975 0 1,969,845 Income from Inv in Subsidiaries ( 73,660 ) 73,660 0 0 0 0 0 0 Total Income ( 214,080 ) 73,730 69,721 1,270,339 73,882 1,395,877 1,018,012 3,687,480 Gross Profit ( 214,080 ) 73,730 69,721 1,270,339 73,882 1,395,877 1,018,012 3,687,480 Expense Compensation Expense ( 140,420 ) 1,530,836 ( 78 ) 808,670 1,972 641,566 343,759 3,186,305 Cost of services – ( 2,773 ) 4,410 33,784 0 0 37,651 73,071 Depreciation & Amortization – 152,173 0 64 0 0 14,350 166,586 General and Administrative – 267,623 1,620 275,497 8,221 30,227 89,596 672,784 Marketing – 85,111 2,411 20,568 3,300 658 13,112 125,161 Professional Services – 276,761 0 93,095 456 2,055 2,997 375,363 Total Expense ( 140,420 ) 2,309,731 8,363 1,231,678 13,949 674,505 501,465 4,599,270 Net Ordinary Income ( 73,660 ) ( 2,236,000 ) 61,358 38,661 59,933 721,372 516,547 ( 911,790 Other Income/Expense Other Income – 129,800 0 0 0 0 0 129,800 Other Expense – 44,738 0 ( 34,999 ) 0 0 ( 55 ) 9,685 Net Other Income – 85,062 0 34,999 0 0 55 120,116 Net Income/(Loss) $ ( 73,660 ) $ ( 2,150,939 ) $ 61,358 $ 73,660 $ 59,933 $ 721,372 $ 516,602 $ ( 791,675 ) F- 9 CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended September 30, 2021 Eliminations FGC Forta FGAM FGFOS FGEM TMN TOTAL Ordinary Income/Expense Income $ – $ – $ – $ – $ – $ – $ – $ – Broker Dealer – – 963,297 – – – – 963,297 Service Income – – 157,206 1,406 – 536,990 1,164,356 1,859,958 Investment Management Fees ( 233,391 ) 233,391 1,774,561 2,074,977 – – – 3,849,538 Income from Inv in Subsidiaries ( 233,391 ) 233,391 2,895,064 2,076,383 – 536,990 1,164,356 6,672,793 Total Income ( 233,391 ) 233,391 2,895,064 2,076,383 – 536,990 1,164,356 6,672,793 Gross Profit – Expense – – Compensation Expense – 1,834,413 2,436,523 772,103 – 131,300 366,500 5,540,839 Cost of services – – 55,858 11,074 – – 39,698 106,630 Depreciation & Amortization – 65,290 486 – – – 45,276 111,052 General and Administrative – 258,195 732,158 19,781 11,259 22,069 98,108 1,141,570 Marketing – 25,459 17,854 132 – 1,816 32,597 77,858 Professional Services – 225,504 119,474 10,016 – 960 40,801 396,755 Total Expense – 2,408,861 3,362,353 813,106 11,259 156,145 622,979 7,374,703 Net Ordinary Income ( 233,391 ) ( 2,175,470 ) ( 467,290 ) 1,263,277 ( 11,259 ) 380,845 541,378 ( 701,910 ) Other Income/Expense Debt Forgiveness – 283,345 377,700 – – – – 661,045 Goodwill Impairment – 7,380,603 – – – – – 7,380,603 Other Expense – ( 1,325 ) 2,938 – – – – 1,613 Net Other Income – ( 7,095,933 ) 374,762 – – – – ( 6,721,171 ) Net Income/(Loss) $ ( 233,391 ) $ ( 9,271,403 ) $ ( 92,527 ) $ 1,263,277 $ ( 11,259 ) $ 380,845 $ 541,378 $ ( 7,423,081 ) BUSINESS ACQUISITION 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, registered investment advisor and an insurance brokerage, subject to FINRA, SEC and insurance regulation. The acquisition transaction closed on May 21, 2020. Forta’s financial performance is included in Company’s consolidated statements starting as of May 21, 2020. The 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. Forta 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 . F- 10 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 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 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. F- 11 Assets Acquired and Liabilities Assumed Forta Financial Group, Inc. Assets Acquired and Liabilities Assumed As of May 21, 2020 Assets Acquired and Liabilities Assumed PURCHASE PRICE $ 7,652,415 ASSETS Current Assets Cash 710,154 Accounts Receivable 20,882 Other Current Assets 135,056 Total Current Assets 866,093 Other Assets 582,330 TOTAL ASSETS 1,448,423 LIABILITIES – Liabilities – Current Liabilities – Total Accounts Payable 18,215 Total Other Current Liabilities 710,131 Total Current Liabilities 728,346 Long-Term Liabilities – Total Long-Term Liabilities 448,265 TOTAL LIABILITIES 1,176,611 Goodwill $ 7,380,603 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. F- 12 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 pro forma results: FINANCIAL GRAVITY COMPANIES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR YEAR ENDED SEPTEMBER 30, 2020 Pro Forma financial information Financial Gravity Forta Combined REVENUE Investment management fees $ 1,969,845 $ 987,942 $ 2,957,787 Service income 1,281,611 – 1,281,611 Commissions 436,024 1,419,031 1,855,055 Total revenue 3,687,480 2,406,972 6,094,452 OPERATING EXPENSES Cost of services 73,071 137,310 210,381 Professional services 375,363 100,000 475,363 Depreciation and amortization 166,586 – 166,586 General and administrative 672,784 474,443 1,147,227 Marketing 125,161 50,000 175,161 Salaries and wages 3,186,305 1,514,254 4,700,559 Total operating expenses 4,599,270 2,276,008 6,875,278 Net operating loss ( 911,790 ) 130,964 ( 780,826 ) Interest Expense 9,685 – 9,685 NET INCOME/(LOSS) $ ( 921,475 ) $ 130,964 $ ( 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. NCW was 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. F- 13 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 2,082,065 TOTAL ASSETS (A) – TOTAL LIABILITIES – Goodwill 2,082,065 (A) NCW's client accounts and related assets were transferred to Forta prior to the closing of the merger. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting polices consistently applied in the preparation of the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) is as follows. Basis of 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. 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. 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. F- 14 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. 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 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 2022 65,817 2023 16,141 Future amortization $ 81,958 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, 2021 and 2020. Goodwill 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 appropriate. 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. Goodwill consists of the following: Schedule of goodwill September 30, September 30, 2021 2020 Net TMN Goodwill $ 1,094,702 $ 1,094,702 Forta Goodwill (Net NCW Transaction) 2,082,065 – Company Goodwill (Forta Transaction) – 7,380,603 Total Goodwill $ 3,176,767 $ 8,475,305 F- 15 Income Taxes 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. 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. 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 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’ investments. Fees are generally paid quarterly, in advance, for each quarter or monthly in arrears. Revenues are earned over the period in which the service is provided, which is typically monthly. The Company generates services income which is recognized when consulting and other professional services are performed by the Company (primarily from TMN and 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 sheets. F- 16 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 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 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 policies. The revenue is recognized when commissions are earned from when it is determined that insurance products are sold. Commissions 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. TMN also sells Tax Blueprint®. These are tax planning strategies guides, to save customers taxes through the implementation of the recommended tax strategies. After an initial assessment, the customers pay half of the year one tax savings. 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 2021 2020 Investment Advisory fees $ 1,774,561 $ 757,290 Commission-based transactions 963,297 436,024 Insurance and Other Service Revenue 91,628 77,024 Total Revenue from contracts with customers 2,829,486 1,270,339 Other service fee revenue 65,578 0 Total revenue $ 2,895,064 $ 1,270,339 The Company received revenue from TMN’s operations from the following sources during the fiscal year ending September 30, 2021 and 2020 including: 2021 2020 TMN membership subscriptions $ 857,699 $ 733,838 Tax Blueprints 255,000 224,000 Commissions/Referrals 51,657 60,174 Total $ 1,164,356 $ 1,018,012 F- 17 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. Advertising Marketing costs are charged to operations when incurred. Marketing 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 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. 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, 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 of $ 283,345 . Additionally, on May 15, 2020, Forta received a PPP loan in the amount of $ 377,700 . 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 revenue. Future growth plans will include efforts to increase advisory headcount through recruiting of individuals advisors and groups of advisors. There is no guaranty that the Company will achieve these objectives. F- 18 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 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, 2023. 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. 2. PROPERTY AND EQUIPMENT Property and equipment consist of the following at September 30: Schedule of property and equipment Estimated Service Lives 2021 2020 Furniture, fixtures and equipment 2 to 5 years $ 61,554 $ 407,580 Internally developed software 5 years 152,000 152,000 213,554 559,580 Less accumulated depreciation and amortization ( 175,031 ) ( 477,868 ) $ 38,523 $ 81,712 Depreciation expense was $ 53,184 and $ 42,419 during the years ended September 30, 2021 and 2020, respectively. 3. INTELLECTUAL PROPERTY Intellectual property consists of the following: Schedule of intellectual property Trademarks at September 30, 2021 $ 53,170 Trademarks at September 30, 2020 $ 53,170 F- 19 4. LINE OF CREDIT 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. The interest rate on the line of credit is 9.5 %. This line of credit is collateralized by the personal guarantee of John Pollock. Line of credit balance was $ 52,932 and $ 54,112 as of September 30, 2021 and 2020, respectively. 5. 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 $ 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 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, 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. The Company’s maturities of debt subsequent to September 30, 2021 are as follows: Schedule of debt maturities 2022 $ 45,412 2023 10,441 2024 0 2025 0 2026 422,900 Total debt $ 478,753 6. ACCRUED EXPENSES Accrued expenses consist of the following at September 30: Schedule of accrued expenses 2021 2020 SAR Liability $ 61,763 $ 31,793 Accrued benefits 42,858 105,458 Commissions payable 80,588 16,783 State Tax liability – 3,165 Federal Tax liability – 3,355 Credit Cards – 12,798 Other Accounts payable 765,117 699,117 Accrued operating expenses 132,652 194,923 Total accrued expenses $ 1,082,979 $ 1,067,392 F- 20 7. INCOME TAXES 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. 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: Schedule of Components of Income Tax Expense 2021 2020 Tax benefit calculated at statutory rate 21 % 21.00 % Expense not deductible ( 19.3 % ) ( 2.4 % ) State tax, net of federal benefit – – Effect of rate change – – Changes to valuation allowance ( 1.7 % ) ( 18.6 % ) 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 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 2021 2020 Net non-current deferred tax assets: Net operating loss carryforward $ 1,328,093 $ 1,314,515 Amortization ( 8,770 ) ( 7,221 ) Depreciation 5,625 4,329 Valuation allowance ( 1,324,949 ) ( 1,311,623 ) Net deferred taxes $ – $ – 8. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS Leases 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. 2018-11 Leases (Topic 842): Targeted Improvements. In March 2019, the FASB issued ASU No. 2019-1 Codification Improvements to Topic 842, Leases. The Company adopted these ASUs on October 1, 2019 on a modified retrospective basis. The Company did not elect the hindsight practical expedient and did elect the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs for all leases. The initial adoption of the standard recognized right-of-use assets of $ 323,097 and lease liabilities of $ 337,454 on the Company’s statement of financial position with no impact on the Company's results of operations. The Company had no significant changes to processes or controls. F- 21 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. The Carmel 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 exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in general and administrative expenses. The Company 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. Management 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 NCW/Vestus. The lease runs through June 2023. The total rent expense for the Carmel lease was $22,500 for the year ended September 30, 2021. 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 Events): Schedule of Future Minimum Rental Payments for Operating Lease 2022 $ 184,244 2023 174,903 2024 82,896 Total 442,043 Rent Payable ( 90,941 ) Interest ( 25,001 ) Lease Liability $ 326,201 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 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 with Forta. 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). F- 22 9. STOCKHOLDERS’ EQUITY Common Stock 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 and its subsidiaries does not have a preferred stock authorization in its articles of incorporation. Additional Common Stock Issuances 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. 10. 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. 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 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, 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. 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. Schedule of option activity Shares under Option Value of Shares under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - September 30, 2019 2,788,476 $ 550,455 $ 0.29 87 months Granted 5,600,000 $ 1,361,200 $ 0.23 114 months Exercised 116,375 $ 13,850 $ 0.09 93 months Canceled or expired 1,299,405 $ 1,845,870 $ 0.27 – Outstanding - September 30, 2020 6,972,696 $ 550,455 $ 0.17 106 months Granted 787,500 $ 1,361,200 $ 0.4 115 months Exercised – $ – $ 0 Canceled or expired 500,000 $ 1,845,870 $ 0.44 4 months Outstanding - September 30, 2021 7,260,196 $ 1,742,447 $ 0.24 95 months Exercisable - September 30, 2021 2,877,693 $ 0.25 83 months F- 23 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. 11. RELATED PARTY TRANSACTIONS 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 TMN. Through this arrangement, Tax Tuneup, LLC provides consulting services to TMN, including updating of the tax strategies to comply with tax law and rules. The payments each month are $16,500. 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. 12. SUBSEQUENT EVENTS 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 claims. 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. Prior to the net cap violation, Forta discontinued all securities operations. F- 24