Financial Gravity Companies, Inc. 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the three and six months ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Financial Gravity Companies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-34770 20-4057712 (State or other jurisdiction of incorporation or organization) (Commission File No.) (IRS Employee Identification No.) 2501 Ranch Road 620 South , Suite 110 , Lakeway , Texas 78734 (Address of Principal Executive Offices) 800 - 588-3893 (Issuer Telephone number) Securities registered pursuant to Section 12(b) of the Act: Title of each Class Trading Symbol Name of each exchange on which registered N/A N/A Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one) Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒ The number of shares outstanding of the registrant’s Common Stock as of May 16, 2022 was 91,806,983 . FINANCIAL GRAVITY COMPANIES, INC. FORM 10-Q TABLE OF CONTENTS Part I Item 1. Financial Statements 3 Consolidated Balance Sheets at March 31, 2022 (unaudited) and September 30, 2021 3 Consolidated Statements of Operations (unaudited) for the three and six months ended March 31, 2022 and 2021 4 Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and six months ended March 31, 2022 and 2021 5 Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2022 and 2021 6 Notes to Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3. Quantitative and Qualitative Disclosures about Market Risk 25 Item 4. Controls and Procedures 25 Part II Item 1. Legal Proceedings 27 Item 1A. Risk Factors 27 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27 Item 3. Defaults upon Senior Securities 27 Item 4. Mine Safety Disclosures 27 Item 5. Other Information 27 Item 6. Exhibits 27 SIGNATURES 28 2 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Financial Gravity Companies, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS March 31, 2022 (Unaudited) September 30, 2021 CURRENT ASSETS Cash and cash equivalents $ 177,887 $ 306,057 Accrued revenues 186,845 270,428 Current right-of-use asset 70,140 112,469 Prepaid expenses and other current assets 64,457 153,047 TOTAL CURRENT ASSETS 499,329 842,001 Property and equipment, net 29,749 38,523 Proprietary content, net 49,229 81,958 Intellectual property 53,170 53,170 Right-of-use asset, net of current portion 133,150 156,863 Goodwill, net 3,176,767 3,176,767 TOTAL ASSETS $ 3,941,394 $ 4,349,282 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable - trade $ 23,901 $ 32,747 Accrued expenses 1,208,393 1,082,979 Related party payables 61,119 66,432 Contract liabilities 37,239 66,654 Line of credit 50,228 52,932 Rent payable 88,008 90,941 Lease payable, current portion 70,860 133,078 Notes payable, current portion 52,596 45,412 TOTAL CURRENT LIABILITIES 1,592,344 1,571,175 Notes payable, net of current portion 422,900 433,341 Lease payable, net of current portion 144,379 193,073 TOTAL LIABILITIES 2,159,623 2,197,589 Commitments and Contingencies (see Note 10) – – STOCKHOLDERS’ EQUITY Common stock, $ 0.001 par value; 300,000,000 shares authorized; 91,806,983 shares issued and outstanding as of March 31, 2022, and 91,618,412 as of September 30, 2021. 91,807 91,618 Additional paid-in capital 16,576,571 16,473,946 Accumulated deficit ( 14,886,607 ) ( 14,413,871 ) TOTAL STOCKHOLDERS' EQUITY 1,781,771 2,151,693 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,941,394 $ 4,349,282 The accompanying notes are an integral part of these consolidated financial statements. 3 Financial Gravity Companies, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS For the three months and six months ended March 31, 2022 and 2021 (Unaudited) For the Three Months Ending March 31, 2022 For the Three Months Ending March 31, 2021 For the Six Months Ending March 31, 2022 For the Six Months Ending March 31, 2021 REVENUE Broker dealer income $ 27,703 $ 254,716 $ 93,044 $ 522,814 Investment management fees 714,921 993,630 1,592,615 1,832,659 Service income 832,717 433,650 1,485,576 1,034,200 Total revenue 1,575,341 1,681,996 3,171,235 3,389,673 Affiliate expense ( 79,566 ) – ( 79,566 ) – Gross profit 1,495,775 1,681,996 3,091,669 3,389,673 OPERATING EXPENSES Cost of services 274,665 22,683 293,448 58,230 Professional services 123,189 97,074 220,384 229,804 Depreciation and amortization 21,485 32,174 43,447 67,504 General and administrative 124,488 221,398 267,119 558,166 Marketing 40,789 12,234 67,841 32,780 Compensation expense 1,308,569 1,400,685 2,670,006 2,735,466 Total operating expenses 1,893,185 1,786,248 3,562,245 3,681,950 LOSS FROM OPERATIONS ( 397,410 ) ( 104,252 ) ( 470,576 ) ( 292,277 ) OTHER INCOME (EXPENSE) Interest expense ( 586 ) ( 1,157 ) ( 2,160 ) ( 2,270 ) TOTAL OTHER EXPENSE, NET ( 586 ) ( 1,157 ) ( 2,160 ) ( 2,270 ) LOSS BEFORE INCOME TAXES ( 397,996 ) ( 105,409 ) ( 472,736 ) ( 294,547 ) PROVISION FOR INCOME TAXES – 1,622 – ( 3,600 ) NET LOSS $ ( 397,996 ) $ ( 103,787 ) $ ( 472,736 ) $ ( 298,147 ) BASIC NET LOSS PER SHARE $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) Weighted-average shares outstanding (basic) 91,806,983 83,618,412 91,806,983 83,618,412 Weighted-average shares outstanding (diluted) 97,757,545 89,280,608 97,757,545 89,280,608 The accompanying notes are an integral part of these consolidated financial statements. 4 Financial Gravity Companies, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the six month and three-month periods ended March 31, 2022 and 2021 (Unaudited) Common Stock Additional Paid-in Accumulated Total Stockholders' No. of Shares Amount Capital Deficit Equity Balance at September 30, 2020 83,618,412 $ 83,618 $ 14,385,086 $ ( 6,990,790 ) $ 7,477,914 Stock-based employee compensation expense – – 24,464 – 24,464 Net loss – – – ( 194,360 ) ( 194,360 ) Balance at December 31, 2020 83,618,412 83,618 14,409,550 ( 7,185,150 ) 7,308,018 Stock-based employee compensation expense – – 41,622 – 41,622 Net loss – – – ( 103,787 ) ( 103,787 ) Balance at March 31, 2021 83,618,412 $ 83,618 $ 14,451,172 $ ( 7,288,937 ) $ 7,245,853 Balance at September 30, 2021 91,618,412 $ 91,618 $ 16,473,946 $ ( 14,413,871 ) $ 2,151,693 Stock-based employee compensation expense – – 16,644 – 16,644 Shares issued in lieu of rent 188,571 189 65,811 – 66,000 Net loss – – – ( 74,740 ) ( 74,740 ) Balance at December 31, 2021 91,806,983 91,807 16,556,401 ( 14,488,611 ) 2,159,597 Stock-based employee compensation expense – – 20,170 – 20,170 Net loss – – – ( 397,996 ) ( 397,996 ) Balance at March 31, 2022 91,806,983 $ 91,807 $ 16,576,571 $ ( 14,886,607 ) $ 1,781,771 The accompanying notes are an integral part of these consolidated financial statements. 5 Financial Gravity Companies, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended March 31, (Unaudited) Six Months Ended March 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 472,736 ) $ ( 298,147 ) Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: Depreciation and amortization expense 43,447 67,504 Stock-based compensation 36,093 64,948 Proceeds from sale of common stock 66,000 – Changes in Assets and Liabilities: Accrued revenues 83,583 114,970 Right-of-use asset 66,042 34,039 Prepaid expenses and other current assets 88,591 ( 290,904 ) Accounts payable - trade ( 8,846 ) ( 85,698 ) Accrued expenses 126,134 ( 27,682 ) Related party payable ( 5,313 ) ( 3,865 ) Contract liabilities ( 29,415 ) 71,873 Rent payable ( 2,933 ) 108,543 Lease payable ( 110,912 ) ( 13,642 ) NET CASH USED IN OPERATING ACTIVITIES ( 120,265 ) ( 258,061 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 1,944 ) ( 2,176 ) NET CASH USED IN INVESTING ACTIVITIES ( 1,944 ) ( 2,176 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable – 422,900 Payments on notes payable ( 3,257 ) ( 8,785 ) Payments on line of credit ( 2,704 ) ( 10,047 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ( 5,961 ) 404,068 NET CHANGE IN CASH ( 128,170 ) 143,831 CASH AT BEGINNING OF YEAR 306,057 482,854 CASH AT END OF YEAR $ 177,887 $ 626,685 Supplemental Disclosure of Cash Flow Information Cash paid during the period: Interest $ 2,160 $ 2,270 Income tax $ – $ – The accompanying notes are an integral part of these consolidated financial statements. 6 Financial Gravity Companies, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF BUSINESS Financial Gravity Companies, Inc. and Subsidiaries (the “Company”) are located in Lakeway, Texas. Operations are conducted through wholly owned subsidiaries. The Company supports investment advisors and provides tax professionals with a turnkey family office charter. The 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 (“RIA”) 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 (“FGEM”) is an insurance marketing organization and provides insurance products and services to insurance agents or agencies. Financial Gravity Asset Management, Inc. (“FGAM”) is an RIA. FGAM provides asset management services. Forta Financial Group, Inc. has ended its broker/dealer and RIA operations, and has no current operations. Financial Gravity Investment Services, LLC (“FGIS”) is an Office of Supervisory Jurisdiction that is affiliated with Kingswood U.S., a broker dealer. FGIS will have a small number of registered representatives for securities transactions that require a broker/dealer affiliation. 2. 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. FGIS, FGFOS and Forta (collectively referred to as the “Company”). All significant intercompany accounts and transactions have been eliminated on consolidation. 7 Reclassifications to Prior Period Financial Statements and Adjustments Certain items from prior reporting periods were reclassified in the financial statements for the current year presentation. These do not have a material impact on the consolidated balance sheets, statements of operations, or statements of cash flow. For instance, an adjustment has been made to the accompanying consolidated statements of cash flows changing the classification of approximately $99,000 from accrued expense in the report for March 31, 2021 to contract liabilities in the report for March 31, 2022. An adjustment has been made to the accompanying balance sheet and consolidated statements of cash flows changing the classification of right to use lease in the report for March 31, 2021 to right-of-use asset in the report for March 31, 2022. Compensation items classified as salaries and wages as of March 31, 2021, have been reclassified to compensation expense on the consolidated statements of operations. For the period ending March 31, 2021, approximately $88,000 was reclassified from deferred rent to rent payable on the consolidated balance sheet. These changes in classification does not affect previously reported operating activities or financial position of the Company. 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 and Other Current Assets Prepaid expenses consist of expenses the Company has paid for prior to the service or good being provided. These prepaid expenses will be recorded as expense at the time the service has been provided. 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. 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 each of the three-month periods ended March 31, 2022 and 2021, the Company recorded amortization expense of $ 16,185 . During the six-month periods ended March 31, 2022 and 2021, the Company recorded amortization expense of $ 32,729 and $ 28,777 , respectively. Amortization expense related to this intangible asset is included in the accompanying consolidated statements of operations. Accumulated amortization at March 31, 2022 was $ 475,871 and $ 443,142 at September 30, 2021. Future amortization of proprietary content is estimated to be as follows for the years ended September 30: 8 Future amortization of proprietary content is estimated to be as follows for the years ended September 30: Schedule of future amortization 2022 $ 32,729 2023 16,500 Future amortization $ 49,229 Intellectual Property The Company accounts for intellectual property in accordance with GAAP and accordingly, intellectual property is stated at cost. Intellectual property with indefinite lives are not amortized but are tested for impairment at least annually. Management has determined that the intellectual property has an indefinite life and does not consider the value of intellectual property recorded in the accompanying consolidated balance sheets to be impaired as of March 31, 2022 and September 30, 2021. 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 conclusion is made that it is more likely than not that a reporting unit’s fair value is less than it is carrying amount, an impairment test is performed. Management determined that no impairment was necessary at March 31, 2022. Goodwill consists of the following: Schedule of goodwill March 31, 2022 September 30, 2021 TMN Goodwill $ 1,094,702 $ 1,094,702 Company Goodwill (Net NCW/Vestus Transaction) 2,082,065 2,082,065 Total Goodwill $ 3,176,767 $ 3,176,767 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 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 March 31, 2022 and September 30, 2021. 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 income tax returns since 2019 are still subject for examination by taxing authorities. 9 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 91,806,983 for the three and six months ended March 31, 2022 and 83,618,412 for the three and six months ended March 31, 2021. For the three and six months ended March 31, 2022, approximately 5,470,600 common stock equivalents were not added to the diluted average shares because inclusion of such equivalents would be antidilutive. For the three and six months ended March 31, 2021, approximately 3,397,696 common stock equivalents were not added to the diluted average shares because inclusion of such equivalents would be antidilutive. Revenue Recognition 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 monthly in arrears. Revenues are earned over the period in which the service is provided. The Company generates services revenue which is recognized when consulting and other professional services are performed by the Company (primarily from TMN and FGEM). Revenue is recognized as services are delivered. The Company generates subscription revenue primarily from TMN. Revenue 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. Accrued revenues are recorded for investment management fees that are paid in arrears, and are generally collected within a few days of month end by debiting client accounts held by a custodian. The allowance for doubtful accounts was $ 0 as of March 31, 2022, September 30, 2021, and March 31, 2021. In the normal course of business, the Company extends credit on an unsecured basis to its customers as fees accrue during a month. The Company does not believe that it is exposed to any significant risk of loss on accruing fees. FGAM and FGFOS generate investment management fees for services provided by the Company to clients. Investment management fees include fees earned from assets under management by providing professional services to manage client investments. Revenue is recognized as earned, and billed at the end of each monthly period. FGAM shares certain clients with FGFOS and the professional fees charges to the FGFOS client accounts is treated as affiliate expense to FGAM and revenue to FGFOS. FGIS generates commission revenue from the sale of securities and annuities and premiums on life insurance policies. The revenue is recognized when commissions are earned, or when it is determined that annuities or insurance products are sold, which is typically at the trade date. Commissions are collected 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. 10 Tax Master Network provides 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 $ 425,259 and $ 516,865 for the three months ended March 31, 2022 and 2021, and $ 924,306 and $ 925,329 for the six months ended March 31, 2022 and 2021, respectively. The Company received revenue from Forta’s operations for the three and six months ended March 31, 2022 and 2021, respectively: Schedule of revenues from operations Six Months Ended March 31, 2022 Six Months Ended March 31, 2021 Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Commission-based transactions $ 76,980 $ 907,330 $ 37,255 $ 254,716 Insurance and other service revenue 93,044 522,814 27,703 22,362 Investment advisory fees 72,992 38,373 37,400 476,774 Other – 30,443 – – Total Forta Revenue $ 243,016 $ 1,498,960 $ 102,358 $ 753,852 The Company received revenue from TMN’s operations from the following major sources for the three and six months ended March 31, 2022 and 2021, respectively: Six Months Ended March 31, 2022 Six Months Ended March 31, 2021 Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 TMN membership subscriptions $ 419,326 $ 447,596 $ 209,356 $ 218,932 Tax Blueprints 142,500 165,000 82,500 37,500 Commissions/referrals 30,400 26,111 30,251 780 Total TMN Revenue $ 592,226 $ 638,707 $ 322,107 $ 257,212 The Company received revenue from FGEM’s operations from insurance sales of $ 271,700 and $ 154,076 for the three months ended March 31, 2022 and 2021, and $ 588,122 and $ 326,677 for the six months ended March 31, 2022 and 2021, respectively. The Company received revenue from FGIS’s operations in the amount of $ 2,203 and $ 0 for the three months ended March 31, 2022 and 2021, and $ 32,203 and $ 0 for the six months ended March 31, 2022 and 2021, respectively. Advertising and Marketing Marketing costs are charged to operations when incurred. Marketing expenses were $ 40,789 and $ 12,234 for the three months ended March 31, 2022 and 2021, and $ 67,841 and $ 32,780 for the six months ended March 31, 2022 and 2021, respectively. 11 Compensation Expense The Company includes in compensation all salaries, wages, employee benefits, payroll costs, payroll taxes, commissions to employees and to independent investment advisors and related party consultants, and stock-based compensation. This is a reclassification from prior periods’ salary and wages on the consolidated statements of operations. 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 0.77 % in the quarter ended March 31, 2022 and 0.59 % in 2021, dividend yield of 0 %, expected life of 10 years and volatility of 86.17 % in 2022 and 35 % to 40 % in 2021 respectively. SAR awards are being treated as a liability award while the options are being treated as equity awards. While the fair value of the options are based on the Black Scholes assumptions included here, the SAR awards are based on assumptions at period end and are treated as liability awards. Forfeitures are recorded as they occur. 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. Adjustments The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with GAAP, pursuant to the applicable rules and regulations of the SEC. The information furnished herein reflects all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. The Company has determined that there were no subsequent events that would require adjustments to the accompanying consolidated financial statements through the date the financial statements were issued. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended September 30, 2021, included in its Annual Report on Form 10-K. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the Company will need to manage additional asset units under contract and/or additional financing to fully implement its business plan, including continued growth and establishment of a stronger brand. For the three months ended March 31, 2022, the Company reported $ 1,575,341 in revenue, a net operating loss of $ 397,410 , and cash used of $ 175,296 . For the six months ended March 31, 2022, the Company reported $ 3,171,235 in revenue, a net operating loss of $ 470,576 , cash used of $ 128,170 , and an accumulated deficit of $ 14,886,607 . These operating results raise 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. The 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 the Company’s revenue. Future growth plans will include efforts to increase advisory headcount through recruiting of individual advisors and groups of advisors. There is no guaranty that the Company will achieve these objectives. 12 Recent Accounting Pronouncements In November of 2021, the FASB issued ASU 2021-10 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 guidance has been implemented for fiscal years beginning after December 15, 2021. 3. SEGMENT REPORTING We manage our business in reportable segments. Each of our active subsidiaries is treated as a segment. We evaluate the performance of our operating segments based on a segment’s share of consolidated operating income. Therefore, for instance, Company has determined that Forta will underperform and has decided to end its operations, which is in progress. CONSOLIDATING STATEMENTS OF OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2021 Segment Reporting Eliminations FGC Forta FGAM FGEM TMN TOTAL Income Broker dealer $ – $ – $ 254,716 $ – $ – $ – $ 254,716 Investment management fees – – 476,774 516,856 – – 993,630 Service income – – 22,362 – 154,076 257,212 433,650 Income from investment in subsidiaries 38,531 ( 38,531 ) – – – – – Total Income 38,531 ( 38,531 ) 753,852 516,856 154,076 257,212 1,681,996 Gross Profit 38,531 ( 38,531 ) 753,852 516,856 154,076 257,212 1,681,996 Expense Cost of services – – 13,386 – – 9,297 22,683 Professional services – 56,452 40,447 – 175 – 97,074 Depreciation and amortization – 19,721 86 – – 12,367 32,174 General and administrative – 37,578 147,619 8,653 5,692 21,856 221,398 Marketing – 3,180 1,741 132 454 6,727 12,234 Compensation expense – 484,697 612,265 192,462 35,011 76,250 1,400,685 Total Expense – 601,628 815,544 201,247 41,332 126,497 1,786,248 Net Operating Income (Loss) 38,531 ( 640,159 ) ( 61,692 ) 315,609 112,744 130,715 ( 104,252 ) Interest expense – ( 1,157 ) – – – – ( 1,157 ) Income tax revenue (expense) – ( 21,539 ) 23,161 – – – 1,622 Total Other Expense (Income) – ( 22,696 ) 23,161 – – – 465 Net Income/(Loss) $ 38,531 $ ( 662,855 ) $ ( 38,531 ) $ 315,609 $ 112,744 $ 130,715 $ ( 103,787 ) 13 CONSOLIDATING STATEMENTS OF OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2022 Eliminations FGC Forta FGAM FGFOS FGEM TMN FGIS TOTAL Income Broker dealer $ – $ – $ 27,703 $ – $ – $ – $ – $ – $ 27,703 Investment management fees ( 72,926 ) – 37,255 425,259 323,130 – – 2,203 714,921 Service income – – 37,400 144,434 57,076 271,700 322,107 – 832,717 Income from investment in subsidiaries 303,902 ( 303,902 ) – – – – – – – Total Income 230,976 ( 303,902 ) 102,358 569,693 380,206 271,700 322,107 2,203 1,575,341 Affiliate Expense ( 72,926 ) – – 152,492 – – – – 79,566 Gross Profit 303,902 ( 303,902 ) 102,358 417,201 380,206 271,700 322,107 2,203 1,495,775 Expense Cost of services – – 250,000 11,763 – – 12,902 – 274,665 Professional services – 71,070 51,932 1,486 ( 1,299 ) – – – 123,189 Depreciation and amortization – 5,300 – – – – 16,185 – 21,485 General and administrative – 67,199 33,200 18,145 ( 4,990 ) 9,253 1,681 – 124,488 Marketing – 29,910 – – – 681 10,198 – 40,789 Compensation expense – 766,402 70,808 126,515 166,978 76,616 101,250 – 1,308,569 Total Expense – 939,881 405,940 157,909 160,689 86,550 142,216 – 1,893,185 Net Operating Income (Loss) 303,902 ( 1,243,783 ) ( 303,582 ) 259,292 219,517 185,150 179,891 2,203 ( 397,410 ) Interest Expense – ( 264 ) ( 322 ) – – – – – ( 586 ) Income Taxes – – – – – – – Total Other Expense (Income) – ( 264 ) ( 322 ) – – – – – ( 586 ) Net Income/(Loss) $ 303,902 $ ( 1,244,047 ) $ ( 303,904 ) $ 259,292 $ 219,517 $ 185,150 $ 179,891 $ 2,203 $ ( 397,996 ) 14 CONSOLIDATING STATEMENTS OF OPERATIONS FOR SIX MONTHS ENDED MARCH 31, 2021 Eliminations FGC Forta FGAM FGEM TMN TOTAL Income Broker dealer $ – $ – $ 522,814 $ – $ – $ – $ 522,814 Investment management fees – – 907,330 925,329 – – 1,832,659 Service income – – 68,816 – 326,677 638,707 1,034,200 Income from investment in subsidiaries ( 13,194 ) 13,194 – – – – – Total Income ( 13,194 ) 13,194 1,498,960 925,329 326,677 638,707 3,389,673 Gross Profit ( 13,194 ) 13,194 1,498,960 925,329 326,677 638,707 3,389,673 Expense – – – – – – – Cost of services – – 27,536 11,074 – 19,620 58,230 Professional services – 114,751 87,939 – 175 26,939 229,804 Depreciation and amortization – 54,978 159 – – 12,367 67,504 General and administrative – 82,190 382,305 12,208 9,320 72,143 558,166 Marketing – 10,037 12,350 132 454 9,807 32,780 Compensation expense – 904,971 1,236,262 312,772 85,461 196,000 2,735,466 Total Expense – 1,166,927 1,746,551 336,186 95,410 336,876 3,681,950 Net Operating Income/(Loss) ( 13,194 ) ( 1,153,733 ) ( 247,591 ) 589,143 231,267 301,831 ( 292,277 ) Interest Expense – 2,270 – – – – 2,270 Income Taxes – 264,382 ( 260,782 ) – – – 3,600 Total Other Expense (Income) – 266,652 ( 260,782 ) – – – 5,870 Net Income/(Loss) $ ( 13,194 ) $ ( 1,420,385 ) $ 13,191 $ 589,143 $ 231,267 $ 301,831 $ ( 298,147 ) 15 CONSOLIDATING STATEMENTS OF OPERATIONS FOR SIX MONTHS ENDED MARCH 31, 2022 Eliminations FGC Forta FGAM FGFOS FGEM TMN FGIS TOTAL Income Broker dealer $ – $ – $ 93,044 $ – $ – $ – $ – $ – $ 93,044 Investment management fees ( 72,926 ) – 76,980 924,306 662,052 – – 2,203 1,592,615 Service income – – 72,992 145,160 57,076 588,122 592,226 30,000 1,485,576 Income from investment in subsidiaries 377,056 ( 377,056 ) – – – – – – – Total Income 304,130 ( 377,056 ) 243,016 1,069,466 719,128 588,122 592,226 32,203 3,171,235 Affiliate expense ( 72,926 ) – – 152,492 – – – – 79,566 Gross Profit 377,056 ( 377,056 ) 243,016 916,974 719,128 588,122 592,226 32,203 3,091,669 Expense Cost of services – ( 236 ) 259,087 11,764 – – 22,833 – 293,448 Professional services – 97,977 119,935 3,186 ( 1,299 ) – 585 – 220,384 Depreciation and amortization – 10,525 193 – – – 32,729 – 43,447 General and administrative – 175,870 39,545 28,477 1,722 15,264 6,241 – 267,119 Marketing – 39,900 – – – 1,362 26,579 – 67,841 Compensation expense – 1,485,953 200,434 287,437 351,483 152,949 191,750 – 2,670,006 Total Expense – 1,809,989 619,194 330,864 351,906 169,575 280,717 – 3,562,245 Net Operating Income (Loss) 377,056 ( 2,187,045 ) ( 376,178 ) 586,110 367,222 418,547 311,509 32,203 ( 470,576 ) Total Other Expense (Income) – ( 553 ) ( 1,607 ) – – – – – ( 2,160 ) Net Income/(Loss) $ 377,056 $ ( 2,187,598 ) $ ( 377,785 ) $ 586,110 $ 367,222 $ 418,547 $ 311,509 $ 32,203 $ ( 472,736 ) 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following at March 31: Schedule of property and equipment Estimated Service Lives 2022 2021 Furniture, fixtures and equipment 2 to 5 years $ 63,498 $ 58,691 Internally developed software 5 years 152,000 152,000 $ 215,498 $ 210,691 Less accumulated depreciation and amortization ( 185,749 ) ( 164,391 ) $ 29,749 $ 46,300 16 Depreciation expenses was $ 5,300 and $ 10,718 during the three and six months ended March 31, 2022 and $ 19,806 and $ 42,545 during the three and six months ended March 31, 2021, respectively. Schedule of intellectual property Intellectual property consists of the following: Intellectual property at September 30, 2021 $ 53,170 Intellectual property purchased at cost – Intellectual property at March 31, 2022 $ 53,170 5. LEASES The Company leases their office space through an operating lease in Lakeway, Texas and Carmel, California, and an office lease in Cincinnati, Ohio. The Company had a lease in Denver with a lease term into 2024 and deferred for some past due lease obligations over the amended lease term, but that leased property has been tendered back to the landlord. The Company still carries $ 88,008 in rent payable related to the Denver lease on the accompanying consolidated balance sheet. The Carmel lease is for a term that ends in June of 2023. The Company’s lease agreements obligate the Company to pay real estate taxes, insurance, and certain maintenance costs, which are accounted for separately. The Lakeway, Texas lease is for a term ending in January 2027. This lease obligates the Company to pay a share of certain common costs, including maintenance, insurance, property taxes and utilities. 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. Company 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 $ 11,250 and $ 22,500 for the three and six months ended March 31, 2022, respectively. 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 right-of-use asset and related lease liability. Minimum future annual rental payments under non-cancelable operating leases having original terms in excess of one year are as follows: Schedule of future minimum rental payments Maturity of lease payable: 2022 $ 81,850 2023 49,024 2024 38,696 2025 39,610 2026 33,650 Thereafter – Total undiscounted lease payments 242,830 Less: Imputed interest ( 27,591 ) Present value of lease payable $ 215,239 17 The weighted average discount rate is 6 % and the remaining weighted average lease term is 3.99 years. 6. 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 was 7.75 % and 9.50 % as of March 31, 2022 and 2021, respectively. This line of credit is supported by the personal guarantee of John Pollock. The line of credit balance was $ 50,228 and $ 44,065 at March 31, 2022 and 2021, respectively, and $ 52,932 at September 30, 2021. 7. NOTES PAYABLE On April 19, 2019, the Company entered into an unsecured Promissory Note Payable with Charles O’Banon, a customer, in the amount of $ 32,205 and was scheduled to mature in April 2022. The balance of the note as of March 31, 2022 was $ 14,408 . As of April 15, 2022 payments on the remaining balance of $14,048 were reset at $ 500 (principal and interest), with a balloon payment of the outstanding balance due in April 2023. The interest rate is 6 % per annum (see Note 14). On August 31, 2021, 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 , bearing interest of 5 %, payable over 26 months beginning on January 15, 2021 through February 15, 2023. The balance is $ 38,548 and $ 38,548 as of March 31, 2022 and September 30 2021, respectively. DuPriest has agreed to a moratorium on payment on the note. 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 SBA has informed Forta that $ 339,070 of the outstanding principle is eligible for forgiveness. Forta is evaluating the SBA’s conclusion. The Company’s maturities of debt subsequent to March 31, 2022 are as follows: Schedule of debt maturities 2022 $ 52,596 2023 0 2024 0 2025 0 2026 422,900 Total Debt maturities 475,496 8. ACCRUED EXPENSES Accrued expenses increased by approximately $ 125,000 for the six months ending March 31, 2022 to approximately $ 1,208,000 from approximately $ 1,083,000 as of September 30, 2021. Accrued expenses consist of the following at March 31, 2022: Schedule of accrued expenses March 31, 2022 September 30, 2021 SAR liability $ 61,042 $ 61,763 Accrued payroll 160,275 42,858 Commissions payable 97,223 80,588 Accrued expenses 65,256 132,653 Other accounts payable - unissued stock 824,597 765,117 Accrued operating expenses $ 1,208,393 $ 1,082,979 18 9. INCOME TAXES For the six months ending March 31, 2022 and 2021, the effective tax rate of 0 % varies from the U.S. federal statutory rate primarily due to state income taxes, net losses, certain nondeductible expenses, and an increase in the valuation allowance associated with the net operating loss carryforwards. Our deferred tax assets related to net operating loss carryforwards remain fully reserved due to uncertainty of utilization of those assets. A deferred tax liability or asset is determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense or benefit in the accompanying consolidated statements of operations are the result of changes in the assets and liabilities for deferred taxes. The measurement of deferred tax assets is reduced, if necessary, by the amount for any tax benefits that, based on available evidence, are not expected to be realized. Income tax expense is the current tax payable or refundable for the year plus or minus the net change in the deferred tax assets and liabilities. Deferred income taxes of the Company arise from the temporary differences between financial statement and income tax recognition of NOL carry-forwards. The deferred tax assets and liabilities in the accompanying consolidated balance sheets include the following components at March 31, 2022 and September 30, 2021: Schedule of deferred tax assets and liabilities March 31, 2022 September 30, 2021 Net non-current deferred tax assets: Net operating loss carryforward $ 1,413,196 $ 1,328,093 Amortization ( 8,383 ) ( 8,770 ) Depreciation 5,301 5,626 Valuation allowance ( 1,410,114 ) ( 1,324,949 ) Net deferred taxes $ – $ – 10. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS From time to time, the Company is a party to or otherwise involved in legal proceedings, claims and other legal matters, arising in the ordinary course of its business or otherwise. It is management’s opinion that there are no legal proceedings the outcome of which will be material to its ability to operate or market its services, its consolidated financial position, operating results or cash flows. In December 2021, a new variant of the novel strain of coronavirus, referred to as COVID-19, spread to the United States. The financial markets may demonstrate volatility in reaction to the virus outbreak. Strain on companies in many sectors of the economy continue. It is unclear when these strains will end, and the lingering effects are not known. During periods of high volatility and uncertainty many investors choose to stop ongoing investment activity and sit on the sidelines until the markets become more stable. The Company’s revenues are adversely affected when investors reduce their investment activities. In addition, part of Company’s revenues is based upon the value of assets under management. If the investment portfolios of clients decrease in value, the fees charged for investment advice also decreases. The Company could be affected by lack of access to its offices, although that seems to have had little short-term impact as employees have succeeded in maintaining productivity while working remotely. The long-term effects, however, may present significant issues. Any significant shutdown of the economy for a sustained period will affect the Company’s revenue which could lead to losses. 19 11. 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. 12. STOCK OPTION PLAN Effective February 27, 2015, the Company established the 2015 Stock Option Plan (the “Plan”). The Board of Directors of the Company has the authority and discretion to grant stock options. The maximum number of shares of stock that may be issued pursuant to the exercise of options under the Plan is 9,000,000 . Eligible individuals include any employee of the Company or any director, consultant, or other person providing services to the Company. The expiration date and exercise price are as established by the Board of Directors of the Company. No option may be issued under the Plan after February 27, 2018. Effective November 22, 2016, the Company established the 2016 Stock Option Plan (the “2016 Plan”). The Board of Directors of the Company has the authority and discretion to grant stock options and stock appreciation rights (SARs). The maximum number of shares of stock that may be issued pursuant to the exercise of options under the 2016 Plan is 20,000,000 . Eligible individuals include any employee of the Company or any director, consultant, or other person providing services to the Company. The expiration date and exercise price are as established by the Board of Directors of the Company. No option may be issued under the Plan after ten years from the date of adoption of the 2016 Plan. Schedule of option activity Shares under Option Value of Shares under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - September 30, 2021 7,310,196 $ 1,106,764 0.24 95 months Granted 60,866 5,824 0.50 108 months Exercised – – – Canceled or expired ( 1,420,500 ) ( 164,068 ) 0.28 Outstanding - March 31, 2022 5,950,562 948,520 0.23 95 months Exercisable - March 31, 2022 2,874,731 $ 399,013 0.22 93 months Unamortized share-based compensation was $ 692,788 and $ 120,843 for the six months ended March 31, 2022 and 2021, respectively, and will be recognized over the next 5 years. During the six months ended March 31, 2022 and 2021, 60,866 and 5,600,000 options and SARs were granted, respectively. SARs are recorded as a liability because there is a cash settlement option. 13. 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 the six months ended March 31, 2022 and 2021, respectively, were $ 49,500 and $ 49,500 . The other agreement is with Vandata, LLC, which is owned by Keith Vandestadt who provides consulting services to TMN and is paid $ 5,000 per month, for a total of $ 15,000 in the six months ended March 31, 2022 and 2021, 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 March 31, 2022 and September 30, 2021 was $ 5,332 and $ 5,296 , 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. 14. SUBSEQUENT EVENTS On April 15, 2022, the Company amended the O’Banon note which extended the maturity date to April 2023 and requires minimum monthly payments of $500 (principal and interest), with a balloon payment for any outstanding balance at maturity. 20 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand its historical results of operations during the periods presented and its financial condition. This MD&A should be read in conjunction with its financial statements and the accompanying notes and contains forward-looking statements that involve risks and uncertainties and assumptions that could cause its actual results to differ materially from management’s expectations. See the sections entitled “Forward-Looking Statements” and “Risk Factors” included in this Form 10-Q for the six months ended March 31, 2022. Plan of Operations Financial Gravity Companies, Inc. and Subsidiaries (the “Company”) located in Lakeway Texas. Operations are conducted through wholly owned subsidiaries. Company 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. Financial Gravity’s Subsidiaries: Financial Gravity Asset Management, Inc. (“FGAM”), is an RIA, registered with the Securities and Exchange Commission, and provides asset management services to individuals and businesses. FGAM had in excess of $170,000,000 in assets under management as of March 31, 2022. Financial Gravity Enhanced Markets, LLC (“FGEM”) is an insurance marketing organization and provides insurance products and services to insurance agents or agencies. The advisors with FGFOS access insurance and other related products through FGEM. Tax Master Network (“TMN”) supports over 300 CPA and Enrolled Agent professionals, training them to add crucial tax planning services to support clients. TMN member customer base adds significant business development opportunities for Company. TMN provides tax services, including its “Tax Blueprint®” system which identifies strategies for lowering the client's taxes. This presents Company with the opportunity to provide enhanced tax advice and investment advisory services. Financial Gravity Family Office Services, LLC (“FGFOS”) is an RIA that offers financial planning, and wealth management services to clients through 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 Investment Services, LLC (“FGIS”) is an office of Office of Supervisory Jurisdiction that is affiliated with Kingswood U.S., a broker dealer. FGIS will have a small number of registered representatives for securities transactions that require a broker/dealer affiliation. Forta Financial Group, Inc. (“Forta”) has discontinued its broker/dealer and RIA operations. 21 Growth comes from the following activities: Tax services and financial advisory services, including Tax Blueprint® and Tax Operating System® services through TMN, as well as investment advisory services by TMN subscribers to their clients through FGFOS. Family Office Services including wealth management services through FGFOS, investment advisory services through FGAM, insurance services through FGEM, and stock brokerage services through FGIS. Results of Operations for the three and six months ended March 31, 2022 compared to the three and six months ended March 31, 2021 Revenues For the three months ended March 31, 2022, revenue decreased approximately $107,000 to approximately $1,575,000 from approximately $1,682,000 for the three months ended March 31, 2021. The principal components of the decrease in revenue are: reduction of revenue of approximately $650,000 from winding down of Forta, an increase of revenue from FGFOS of approximately $380,000, increases in revenue for FGAM and TMN of approximately $115,000, and minor changes in other units as compared to the three months ended March 31, 2021. For the six months ended March 31, 2022, revenue decreased approximately $218,000 to approximately $3,171,000 from $3,389,673 for the six months ended March 31, 2021. The principal components of the decrease in revenue are: decrease in revenue of approximately $1,255,000 from winding down of Forta, increased investment management revenue from FGAM of approximately $140,000, and increase in revenue from FGFOS of approximately $720,000, an increase from insurance sales from FGEM of approximately $260,000, and minor changes on other operating units as compared to the six months ended March 31, 2021. Operating Expenses Cost of services activity increased approximately $252,000 to approximately $274,700 for the three months ended March 31, 2022 from $22,683 for the three months ended March 31, 2021. Cost of services activity increased approximately $235,000 to approximately $293,000 for the six months ended March 31, 2022 from $58,230 for the six months ended March 31, 2021. The three and six month increases consist primarily of Forta's custodian's termination charge of $250,000. Professional services expenses include legal expense, professional fees, and business consulting. Professional services expenses increased approximately $26,000 to approximately $123,000 for the three months ended March 31, 2022 from $97,074 for the three months ended March 31, 2021 This increase is primarily due to an increase in legal fees and accounting arising from Forta operations. Professional services expenses decreased approximately $9400 to approximately $220,000 for the six months ended March 31, 2022 from $229,804 for the six months ended March 31, 2021 This increase is primarily due to small increases in legal fees and accounting arising from FGCO and Forta operations. Depreciation and amortization expenses include depreciation on fixed assets and amortization of definite lived intangibles. Depreciation and amortization expenses decreased approximately $11,000 to approximately $21,000 for the three months ended March 31, 2022 from $32,174 for the three months ended March 31, 2021. The decrease is due to deceleration of depreciation of certain assets. Depreciation and amortization expenses decreased approximately $24,000 to approximately $43,000 for the six months ended March 31, 2022 from $67,504 for the six months ended March 31, 2021. The decrease is due to deceleration of depreciation of certain assets. General and administrative expenses decreased approximately $98,000 to approximately $124,000 for the three months ended March 31, 2022 from $221,398 for the three months ended March 31, 2021. The decrease is primarily due to the wind down of Forta. General and administrative expenses decreased approximately $291,000 to approximately $267,000 for the six months ended March 31, 2022 from approximately $558,100 for the six months ended March 31, 2021. The decrease is primarily due to the winding down of Forta ($340,000 in reductions), and smaller changes in overhead at the other operating units including: (FGCO - approximately $98,000 in increases, and TMN - approximately $65,000 in decreases). 22 Marketing expenses increased approximately $29,000 to approximately $41,000 for the three months ended March 31, 2022 from $12,234 for the three months ended March 31, 2021 Marketing expenses increased by approximately $35,000 to approximately $68,000 for the six months ended March 31, 2022 from $32,780 for the six months ended March 31, 2021. The decreases are due to the Company shutting down some previous marketing channels, while new channels have yet to be identified and implemented. Compensation expense decreased approximately $91,000 to approximately $1,309,000 for the three months ended March 31, 2022 from approximately $1,400,000 for the three months ended March 31, 2021. The decrease was principally due to a decrease at Forta as it winds down ($541,457) and the increased salary and commission expense at FGCO (approximately $281,000) and FGFOS ($166,978) and other smaller amounts at the other operating units. Compensation expense decreased approximately $65,000 to approximately $2,670,000 for the six months ended March 31, 2022 from approximately $2,735,000 for the six months ended March 31, 2021. The decrease was principally due to a decrease at Forta as it winds down ($1,035,839) and the increased salary and commission expense at FGCO (approximately $581,000) and FGFOS ($351,483) and other smaller amounts at the other operating units. The Company experienced an increase in its net loss of approximately $293,000 to a net loss of approximately $397,000 for the three months ended March 31, 2022 from a net loss of approximately $104,000 for the three months ended March 31, 2021. The Company experienced an increase in its net loss of approximately $175,000 to a net loss of approximately $473,000 for the six months ended March 31, 2022 from a net loss of $298,147 for the six months ended March 31, 2021. The changes are primarily attributable to the reasons noted above. Significant Accounting Policies Certain critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s consolidated financial statements. These policies are contained in Note 1 to the consolidated financial statements. Use of Estimates and Assumptions. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Revenue Recognition and Accounts Receivable. The Company derives its revenues primarily from 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. 23 Accrued revenues are recorded for investment management fees that are paid in arrears. The allowance for doubtful accounts was $0 and $0 as of March 31, 2022 and September 30, 2021, 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, FGFOS and Forta generated 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. FGIS and Forta generated commission revenue from the sale of securities and annuities and premiums on life insurance policies. The revenue is recognized when commissions are earned, or when it is determined that annuities or insurance products are sold, which is typically at trade date. 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 provides network subscription services to its TMN members 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. Trade deferred revenue is carried only for subscription revenues not received in the period they apply to. The allowance for doubtful accounts was $0 and $0 as of March 31, 2022 and September 30, 2021 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. Stock-Based Compensation. The Company recognizes the fair value of stock-based compensation awards as wages in the accompanying statements of operations for employee grants, commissions for non-employee grants, and stock appreciation rights grants, on a straight-line basis over the vesting period, using the Black-Scholes option pricing model, which is based on risk-free rate of 0.59% in the quarter ended March 31, 2022, dividend yield of 0%, expected life of 10 years and volatility of 35% to 40% in 2021. SAR awards are new this year and are being treated as a liability award while the options are being treated as equity awards. While the fair value of the options are based on the Black Scholes assumptions included here, the SAR awards are based on assumptions at period end and are treated as liability awards. Forfeitures are recorded as they occur. 24 Liquidity and Capital Resources As of March 31, 2022, the Company had cash and cash equivalents of $177,887. The net decrease in cash was approximately $128,000, primarily due to cash used in operations. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the Company will need to manage additional asset units under contract and/or additional financing to fully implement its business plan, including continued growth and establishment of a stronger brand. For the six months ended March 31, 2022, the Company reported $3,171,235 in revenue, a net loss of $472,736, decrease of cash of $128,170, and an accumulated deficit of $14,886,607. These operating results raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. On February 2, 2021, Forta received a PPP loan in the amount of $422,900. 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 SBA has informed Forta that $339,070 of the outstanding principle is eligible for forgiveness. Forta is evaluating the SBA’s conclusion. 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. Future growth plans will include efforts to increase tax and investment advisory activity through TMN members. There is no guaranty that the Company will achieve these objectives. Off Balance Sheet Transactions and Related Matters There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources of the Company. Item 3. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk. Our business is sensitive to fluctuations in interest rates. Any significant increase in interest rates could have a material adverse effect on certain revenue generating transactions which may affect Company’s ability to continue as a going concern. Item 4. 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 March 31, 2022. 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 March 31, 2022 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 Form 10-Q 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. 25 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 March 31, 2022. 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 March 31, 2022, 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. 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. No changes in Internal Control over Financial Reporting has been made since fiscal year end 2021. 26 Part II Other Information Item 1. 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. A subsidiary of the Company is currently involved in two legal proceedings. Company does not believe that the outcome of any pending litigation will be material to our ability to operate or market our services, our consolidated financial position, results of operations or cash flows. Item 1A. RISK FACTORS. Except as described below, no changes from September 30, 2021 10-K annual report. In late March of 2022, one of Company’s larger investment advisors terminated the relationship with FGAM. The loss of this advisor could result in a reduction of revenue to the Company of over $25,000 per month after commissions to the advisor. Company is taking steps to address the effects of this termination. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures None Item 5. Other Information None Item 6. Exhibits 31.1 Rule 13a-14(a) Certification of the Principal Executive Officer. 31.2 Rule 13a-14(a) Certification of the Principal Financial Officer. 32 Section 1350 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) 27 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: May 16, 2022 By: /s/ Scott Winters Scott Winters Chief Executive Officer (Principal Executive Officer) Date: May16, 2022 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 Co-Chairman, CEO May 16, 2022 Scott Winters (principal executive officer) /s/ Gary Nemer CFO May 16, 2022 Gary Nemer (principal financial officer) /s/ John Pollock Co-Chairman, EVP May 16, 2022 John Pollock /s/ Edward A. Lyon Director May 16, 2022 Edward A. Lyon /s/ Jennifer Winters Director May 16, 2022 Jennifer Winters /s/ William R. Nelson Director May 16, 2022 William R. Nelson /s/ Mark Williams Director May 16, 2022 Mark Williams 28