What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 458 added, 421 removed, 337 unchanged (72% of the section changed)

14 unchanged sentences

Right-of-use asset, net of current portion

Goodwill, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

7 unchanged sentences

TOTAL CURRENT LIABILITIES

Notes payable, net of current portion

Lease payable, net of current portion

Lease payable

Notes payable

TOTAL LIABILITIES

3 unchanged sentences

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.

91,806,983 shares issued and outstanding as of June 30, 2022, and 91,618,412 as of September 30, 2021

Additional paid-in capital

9 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months and six months ended March

For the three months and nine months ended June

30, 2022 and 2021

For the Three Months Ending March 31, 2022

For the Three Months Ending March 31, 2021

Months Ending March 31, 2022

Months Ending March 31, 2021

For the Three Months Ending

For the Nine Months Ending

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

Broker dealer income

Investment management fees

Investment management fee

Service income

6 unchanged sentences

General and administrative

Compensation expense

TOTAL OPERATING EXPENSES

1 unchanged sentence

OTHER INCOME (EXPENSE)

Forgiveness of PPP Loan

Loss on impairment of Goodwill

( 7,380,603 )

Interest expense

TOTAL OTHER EXPENSE, NET

LOSS BEFORE INCOME TAXES

PROVISION FOR INCOME TAXES

TOTAL OTHER INCOME (EXPENSE), NET

( 6,721,096 )

( 6,723,366 )

INCOME (LOSS) BEFORE INCOME TAXES

( 7,119,477 )

( 7,410,273 )

BASIC NET LOSS PER SHARE

Weighted-average shares outstanding (basic)

Weighted-average shares outstanding (diluted)

PROVISION FOR INCOME TAXES

NET INCOME (LOSS)

( 7,111,843 )

( 7,406,240 )

BASIC NET INCOME (LOSS) PER SHARE

The accompanying notes are an integral part of

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the six month and three-month periods ended

March 31, 2022 and 2021

For the three month and nine-month periods ended

June 30, 2022 and 2021

Stockholders'

Paid-in Capital

Balance at September 30, 2020

6 unchanged sentences

( 7,288,937 )

Stock-based employee compensation expense

( 7,111,843 )

Balance at June 30, 2021

$ ( 14,400,780 )

Balance at September 30, 2021

7 unchanged sentences

( 14,886,607 )

Stock-based employee compensation expense

Balance at June 30, 2022

$ ( 14,839,611 )

The accompanying notes are an integral part of

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Stock-based compensation

Proceeds from sale of common stock

Non-cash rent expense

Loss on impairment of Goodwill

Forgiveness of PPP loans

Changes in Assets and Liabilities:

4 unchanged sentences

Accrued expenses

Related party payable

Related party payables

Contract liabilities

3 unchanged sentences

Purchase of property and equipment

NET CASH USED IN INVESTING ACTIVITIES

Sale of property and equipment

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Payments on notes payable

Proceeds from line of credit

Payments on line of credit

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

NET CHANGE IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

NET CHANGE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

Supplemental Disclosure of Cash Flow Information

Cash paid during the period:

The accompanying notes are an integral part of

these consolidated financial statements.

The accompanying notes are

an integral part of these consolidated financial statements.

Financial Gravity Companies, Inc.

2 unchanged sentences

NATURE OF BUSINESS

Financial Gravity Companies, Inc.

and Subsidiaries (the “Company”)

are located in Lakeway, Texas.

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

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

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.

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.

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

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.

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.

Forta Financial Group, Inc.

has ended its broker/dealer and RIA operations and has no current operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting polices consistently applied

in the preparation of the accompanying consolidated financial statements in accordance with accounting principles generally accepted in

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

A summary of the significant accounting polices

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

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

Basis of Consolidation

The consolidated financial statements include the accounts of Financial

Gravity Companies, FGAM, FGEM, TMN.

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.

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

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

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 $ 14,000 from deferred revenue in the report for June 30, 2021 to

contract liabilities in the report for June 30, 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 June 30, 2021 to right-of-use asset in the report for

June 30, 2022.

Compensation items classified as salaries and wages as of June 30, 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

For the period ending June 30, 2021, approximately $ 91,000 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.

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.

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.

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;

repairs and replacements are capitalized.

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

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

Property and equipment 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 expenses

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.

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

Future amortization of proprietary content is estimated to be as follows

for the years ended September 30:

The proprietary content acquired as a part of

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

of the purchase.

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

During each of

the three-month periods ended June 30, 2022 and 2021, the Company recorded amortization expense of approximately $ 16,000 .

During the nine-month

periods ended June 30, 2022 and 2021, the Company recorded amortization expense of approximately $ 50,000 each period.

Amortization expense

related to this intangible asset is included in the accompanying consolidated statements of operations.

Accumulated amortization at June

30, 2022 was $ 492,236 and $ 443,142 at September 30, 2021.

Future amortization of proprietary content is estimated to be as follows for

the years ended September 30:

Future amortization of proprietary content is

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

Schedule of future amortization

3 unchanged sentences

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.

The Company conducts ongoing annual impairment assessments, at the

reporting unit level, of its recorded goodwill.

The Company assesses qualitative factors in order to determine whether it is more likely

than not that the fair value of a reporting unit is less than its carrying amount.

The qualitative factors evaluated by the Company include:

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

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

fair value is less than it is carrying amount, an impairment test is performed.

Management determined that no impairment was necessary

at March 31, 2022.

Intellectual property with

indefinite lives is not amortized but is 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 June 30, 2022 and September 30, 2021.

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 June 30, 2022.

Goodwill consists of the following:

1 unchanged sentence

September 30,

Company Goodwill (Net NCW/Vestus Transaction)

Company Goodwill

Total Goodwill

The Company accounts for federal and state income

taxes pursuant to GAAP, which requires an asset and liability approach for financial accounting and reporting for income taxes based on

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

The Company accounts for all uncertain tax positions

in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740 – Income Taxes

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.

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

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

There were no uncertain tax positions or accrued interest or penalties as of June 30, 2022 and September 30, 2021.

From time to time, the Company is audited by taxing

5 unchanged sentences

The Company’s federal income

tax returns since 2019 are still subject for examination by taxing authorities.

tax returns since 2019 are still subject to 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 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

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.

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.

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 was 91,806,983 and 91,712,697 for the three and nine months ended June 30, 2022 and 83,618,412 for the

three and nine months ended June 30, 2021.

For the three and nine months ended June 30, 2022,

approximately 2,905,998 common stock equivalents were not added to the diluted average shares because inclusion of such equivalents would

be antidilutive.

For the three and nine months ended June 30, 2021, approximately 1,351,323 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.

The Company derives its revenues primarily from

the following activities:

Investment Management Fees, Securities Brokerage Commissions, Tax Master Network 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).

Revenues are earned over the period in which the service

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

Revenue is recognized as services are delivered.

The Company generates subscription revenue primarily from TMN.

is recognized as services are delivered.

Revenue represents gross billings less discounts, and are net of sales

taxes, as applicable.

Amounts invoiced for work not yet completed are shown as contract liabilities in the accompanying consolidated balance

Accrued revenues are recorded for investment management fees that are

paid in arrears, 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 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 June 30, 2022, September 30, 2021, and June 30, 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

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 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.

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.

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.

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

Insurance and other service revenue

Investment advisory fees

Total Forta Revenue

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

Tax Blueprints

Commissions/referrals

Total TMN Revenue

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.

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

After an initial

assessment, the customers pay a fixed fee based on TMN's estimate of potential future 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 $ 376,000 and $ 554,000 for the three months ended June 30, 2022 and 2021, and $ 1,445,000

and $ 1,479,000 for the nine months ended June 30, 2022 and 2021, respectively.

The Company received revenue from Forta’s

operations that totaled approximately $ 36,000 and $ 806,000 for the three months ended June 30, 2022 and 2021, and $ 279,000 and $ 2,305,000

for the nine months ended June 30, 2022 and 2021, respectively.

The Company received service revenue from TMN’s

operations of $ 238,000 and $ 278,000 for the three months ended June 30, 2022 and 2021, and $ 831,000 and $ 917,000 for the nine months ended

June 30, 2022 and 2021, respectively.

The Company received revenue from FGEM’s

operations from insurance sales of approximately $ 220,000 and $ 38,000 for the three months ended June 30, 2022 and 2021, and approximately

$ 808,000 and $ 365,000 for the nine months ended June 30, 2022 and 2021, respectively.

The Company received revenue from FGIS’s

operations in the amount of $ 0 and $ 0 for the three months ended June 30, 2022 and 2021, and approximately $ 32,000 and $ 0 for the nine

months ended June 30, 2022 and 2021, respectively.

Advertising and Marketing

Marketing costs are charged to operations when incurred.

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.

Marketing costs are charged to operations when

Marketing expenses were approximately $ 23,200 for both the three months ended June 30, 2022 and 2021, and approximately $ 91,000

and $ 56,000 for the nine months ended June 30, 2022 and 2021, respectively.

Compensation Expense

4 unchanged sentences

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.

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 June 30, 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

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 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.

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

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.

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.

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

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

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.

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

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 June 30, 2022, the

Company reported approximately $ 1,347,172 1,347,000 in revenue, a net operating loss of approximately $ 292,000 , and net increase in cash of approximately

For the nine months ended June 30, 2022, the Company reported approximately $ 4,518,407 4,518,000 in revenue, a net operating loss of approximately

$ 762,000 , cash used of approximately $ 98,000 , and an accumulated deficit of approximately $ 14,839,611 14,840,000.

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.

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.

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.

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.

SEGMENT REPORTING

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CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THREE MONTHS ENDED MARCH 31, 2021

FOR THREE MONTHS ENDED JUNE 30, 2021

Segment Reporting

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Service Income

from investment in subsidiaries

Total Revenue

Cost of services

2 unchanged sentences

General and administrative

Compensation expense

Total Expense

Net Operating Income (Loss)

PPP Loan forgiveness

Total Other Income

Other Expense

Interest expense

revenue (expense)

Other Expense (Income)

Income tax revenue (expense)

Loss on impairment of Goodwill

( 7,380,603 )

Net Other Expense

( 7,316,944 )

( 7,374,507 )

Net Income/(Loss)

2 unchanged sentences

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THREE MONTHS ENDED MARCH 31, 2022

FOR THREE MONTHS ENDED JUNE 30, 2022

Broker Dealer

2 unchanged sentences

Income from investment in subsidiaries

Total Revenue

Affiliate expense

6 unchanged sentences

Net Operating Income (Loss)

( 1,243,783 )

PPP Loan forgiveness

Total Other Income

Other Expense

Interest Expense

Total Other Expense (Income)

Net Other Expense

Net Income/(Loss)

1 unchanged sentence

$ ( 659,531 )

$ ( 397,996 )

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR SIX MONTHS ENDED MARCH 31, 2021

FOR NINE MONTHS ENDED JUNE 30, 2021

Broker Dealer

1 unchanged sentence

Service Income

Income from investment in subsidiaries

Total Revenue

Cost of services

4 unchanged sentences

Total Expense

Net Operating

Income/(Loss)

Net Operating Income (Loss)

( 1,838,175 )

PPP Loan forgiveness

Total Other Income

Other Expense

Interest expense

Total Other Expense (Income)

Income tax revenue (expense)

Loss on impairment of Goodwill

( 7,380,603 )

Net Other Expense

( 7,583,597 )

( 7,380,378 )

Net Income/(Loss)

2 unchanged sentences

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR SIX MONTHS ENDED MARCH 31, 2022

FOR NINE MONTHS ENDED JUNE 30, 2022

Broker Dealer

management fees

Investment Management Fees

Service Income

from investment in subsidiaries

Income from investment in subsidiaries

Total Revenue

Affiliate expense

1 unchanged sentence

Professional services

and amortization

and administrative

Depreciation and amortization

General and administrative

Compensation expense

Operating Income (Loss)

Total Expense

Net Operating Income (Loss)

( 2,847,079 )

Other Expense (Income)

PPP Loan forgiveness

Total Other Income

Other Expense

Interest Expense

Net Other Expense

Net Income/(Loss)

1 unchanged sentence

$ ( 425,740 )

$ ( 472,736 )

PROPERTY AND EQUIPMENT

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Estimated Service Lives

June 30, 2022

September 30, 2021

Furniture, fixtures, and equipment

1 unchanged sentence

Less accumulated depreciation and amortization

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.

Depreciation expenses was $ 5,359

and $ 16,077 during the three and nine months ended

June 30, 2022 and $ 5,230 and $ 47,775

during the three and nine months ended June 30, 2021, respectively.

Schedule of intellectual property

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Intellectual property purchased at cost

Intellectual property at March 31, 2022

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.

Intellectual property at June 30, 2022

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.

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 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

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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

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Schedule of future minimum rental payments

Maturity of lease payable:

Rental Payments

Total undiscounted lease payments

Imputed interest

Present value of lease payable

The weighted average discount rate is 6 % and the remaining weighted

average lease term is 3.99 years.

Less imputed interest

Present value of lease payments

The weighted average discount rate is 6 %

based Company’s expected borrowing rate and the remaining weighted average lease term is 2.79

The Company incurred lease expense for its operating leases of $24,637

and $33,151 during the three and nine months ended June 30, 2022 and $102,784 and $241,167 during the three and nine months ended June

30, 2021 which was included in “General and administrative” expense on the accompanying consolidated statements of operations.

Included in lease expense in fiscal year 2021 was unpaid rent of $66,000 which was relieved by the issuance of stock in lieu of unpaid

rent in the amount of $66,000 during the nine months ended 2022.

LINE OF CREDIT

2 unchanged sentences

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.

The interest rate on the line of credit was 7.75 % and 9.50 % as of June 30, 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.

The line of credit balance was $ 49,944 48,744 and $ 52,932 at June 30, 2022 and September 30, 2021,

respectively.

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

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.

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.

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

The Company’s maturities of debt subsequent to March 31, 2022

are as follows:

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

The balance of the note as of June 30, 2022 was $ 11,230 .

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

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.

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 June 30, 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 principal is forgiven.

The Company’s maturities of debt subsequent

to June 30, 2022 are as follows:

Schedule of debt maturities

1 unchanged sentence

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:

Accrued expenses consist of the following at June 30, 2022 and as

of September 30, 2021:

Schedule of accrued expenses

6 unchanged sentences

Accrued operating expenses

For the six months ending March 31, 2022 and 2021, the effective tax

rate of 0 % varies from the U.S.

For the nine-months ending June 30, 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,

2 unchanged sentences

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:

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 June 30, 2022 and September 30, 2021:

Schedule of deferred tax assets and liabilities

September 30,

Net non-current deferred tax assets:

June 30, 2022

September 30, 2021

Net operating loss carryforward

Valuation allowance

( 1,461,657 )

( 1,324,948 )

Net deferred taxes

5 unchanged sentences

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.

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

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

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

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.

Any significant shutdown of the economy for a

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

STOCKHOLDERS’ EQUITY

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

stock, par value $ 0.001 per share.

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

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

STOCK OPTION PLAN

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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 .

stock options, stock appreciation rights (SARs), and other forms of equity grants.

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.

3 unchanged sentences

Schedule of option activity

Shares under Option

Value of Shares under Option

Shares under Option Plan

Value of Shares under Option Plan

Weighted Average Exercise Price

3 unchanged sentences

( 1,420,500 )

Outstanding - March 31, 2022

Exercisable - March 31, 2022

Outstanding - June 30, 2022

Exercisable - June 30, 2022

Unamortized share-based compensation was

and $ 382,874

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

at June 30, 2022 and 2021, respectively, and will be recognized over the next 7.9 years.

During the nine months ended June 30, 2022

and 2021, 60,866

options and SARs were granted, respectively.

60,866 in SAR grants have a participation price that was always above the market value

and therefore there is no current value.

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

6 unchanged sentences

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 total paid under this agreement in the nine months ended June 30, 2022

and 2021, respectively, was $ 193,500 and $ 193,500 .

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.

consulting services to TMN and is paid $ 5,000 per month, for a total of $ 45,000 in the nine months ended June 30, 2022 and 2021, respectively.

Vandata, LLC is also owed $5,000 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

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

The balance of the loan at June 30, 2022 and September 30, 2021 was $ 5,406 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.

Executives of the Company have elected to forego

a portion of their compensation.

Company recognizes the compensation as an expense and the obligation as deferred compensation.

June 30, 2022, the amount of that deferred compensation obligation is approximately $ 50,000 .

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.

As of the date of this report there were no subsequent

events which required recognition, adjustment to, or disclosure in the accompanying consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements