Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A10-K

[X]        ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30 2020, 2021

[_]        ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Financial Gravity Companies, Inc.

(Exact name of registrant as specified in its charter)

12600 Hill Country Blvd 2501 Ranch Road 620 South, Suite R-275, Bee Cave, TX 78738110, Lakeway, Texas78734

(Address of Principal Executive Offices)

800-588-3893800-588-3893

(Issuer Telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] ☐   No [X] ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [_] ☐   No [X] ☒

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 [X] ☒   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 [X] ☒   No [_]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐   No ☒

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes [_] ☐   No [X] ☒

As of September 30, 2020,2021, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the issuer was approximately $3,009,724$286,356 based on the last sales price of the issuer’s Common Stock, as reported by OTC Markets. This amount excludes the market value of all shares as to which any executive officer, director or person known to the registrant to be the beneficial owner of at least 5% of the registrant’s Common Stock may be deemed to have sole or shared voting power.

The number of shares outstanding of the registrant’s Common Stock as of January 11, 2020December 29, 2021 was 83,618,412.91,806,412.

DOCUMENTS INCORPORATED BY REFERENCE

Listed below are documents incorporated herein by reference and the part of this Report into which each such document is incorporated:

None

EXPLANATORY NOTE

Financial Gravity Companies, Inc. (the “Company”) is filing this Amendment to its Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (this “Amendment”), originally filed with the Securities and Exchange Commission on January 12, 2021 (the “Original Filing) to include signatures on the Reports of Independent Accounting Firms that appear on pages F-2 and F-3.

FINANCIAL GRAVITY COMPANIES, INC.

FORM 10-K

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Report that are not statements of historical fact constitute “forward-looking statements.” Words such as “may,” “seek,” “expect,” “anticipate,” “estimate,” “project,” “budget,” “goal,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “strategy,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements but are not the exclusive means of identifying such statements. Although the Company believes that the current views and expectations reflected in these forward-looking statements are reasonable, those views and expectations, and the Company’s future plans, operations, business strategies, operating results and financial position, are inherently subject to risks, uncertainties, and other factors, many of which are not under the Company’s control. Those risks, uncertainties, and other factors could cause the actual results to differ materially from those in the forward-looking statements. Those risks, uncertainties, and factors (including the risks contained in the section of this report titled “Risk Factors”) that could cause the Company’s actual results, performance or achievements to differ materially from those described or implied in the forward-looking statements and its goals and strategies to not be achieved. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. The Company can give no assurances that such forward-looking statements will prove to be correct.

PART I

Item 1. BUSINESS.

General

Financial Gravity Companies, Inc. is a parent company of the best of bread stock brokerage, investment advisory, asset management, tax planning for business and personal, and financial advisor services companies. We believe that truly comprehensive financial guidance is a fundamental need for everyone. We provide this comprehensive experience through our unique combination of services that include tax planning and the ability to deliver in-depth advice on a comprehensive range of investment services and products. For advisors, we provide platforms to access proprietary and non-proprietary investment products that enhance advisors’ ability to deliver what is best for their clients, all coupled with technology to deliver a state-of-the-art experience.

Financial Gravity Companies, Inc., and subsidiaries (the “Company”) is headquartered in Austin Texas, with locations in Allen, Texas, Denver, Colorado, Monterey, California and Cincinnati, Ohio. Company, along with its subsidiary companies, supports investment advisors and provides tax professionals with a turnkey family office charter. Company helps the tax professionals evolve from the commoditized business of tax compliance to a Family Office Director that runs and manages their own multi-family office. Family Office Directors are able to leverage the Financial Gravity systems, technology, proprietary resources, and deep domain expertise to bring an elevated and holistic financial service experience to their clients that spans proactive tax planning, retirement and estate planning, wealth management, and risk mitigation.

The currently operating wholly owned subsidiaries of the organizationCompany include:

Sofos Investments, Inc. (“Sofos”, formerly, Financial Gravity Wealth, Inc.). Sofos is a registered investment advisor (“RIA”), registered with the Securities and Exchange Commission, and provides asset management services to individuals and businesses, including money management, financial planning, and wealth management. Sofos commenced its money management services in late 2019, and by September 2020 was approaching $100,000,000 in assets under management.

Tax Master Network, LLC, runs the Tax Master Network® (“TMN”) that provides four primary services including monthly subscriptions to the TMN systems, coaching and marketing services. TMN currently supports over 300 Certified Public Accountants (“CPA”) and Enrolled Agent professionals, training them to support clients through tax planning services. TMN has developed the Certified Tax Master® that includes client acquisition and retention systems. TMN also offers tax planning services through the Tax Blueprint®, which includes an extensive individualized review and assessment of the client’s tax situation. The initial assessment sets the requirements for a custom Tax Blueprint® for each client to use as guide to implementation of the identified tax savings strategies. Finally, TMN offers the Tax Operating System, which is a system for integrating and executing tax planning strategies. In addition,

TMN will be launching new effortsalso provides CPAs, Enrolled Agents, and other tax professionals a system for marketing, selling, and fulfilling tax-planning engagements. The system rests on two proprietary SAAS-based applications, the Tax Ninja software, which uses non-technical language in written reports introducing clients to increase subscribers, includingtax-saving concepts and strategies; and the Tax Operating System®, which automates implementation of tax strategies. The system also includes: 1) marketing and practice-management tools and resources; 2) access to the Technical Training Center and the Sales Training Center to support members; 3) the monthly Fueled program which promotes personal development education; 4) the weekly Tax Beat client newsletter (a client newsletter); and 5) the Certified Tax Master® designation (which identifies members as offering special training not usually available to clients). TMN membership also includes the option to participate in the Financial Advisor Technical Education (FATE) program, which serves two goals: 1) it helps tax planners do a revampedbetter job helping clients manage tax operating systemexposure in their investment portfolios; and financial2) it gives members a proprietary "done for you" path into the investment advisory business.

Financial Gravity Family Office Services, LLC (“FGFOS”) is a registered investment advisor business development programs that will assistoffers investment management advice to clients through independent investment advisors. Many of the independent investment advisors are members of TMN subscribers in increasing their business activity. The goal isthat are licensed to provide investment management advice. FGFOS provides support for the multi-family offices run by the TMN subscribers with a platform for them to enhance their business opportunities in the areas of investment and financial advice and to increase their effectiveness as tax advisors to small businesses and individuals.members.

Financial Gravity Asset Management, Inc., formerly Sofos Investment Management, Inc. (“FGAM”) is a registered investment advisor, registered with the Securities and Exchange Commission, and provides asset management services to individuals and businesses, including money management, financial planning, and wealth management. FGAM commenced its money management services in late 2020, and by September 30, 2021 had in excess of $170,000,000 in assets under management.

Financial Gravity Enhanced Markets, LLC, formerly, MPath Advisor Resources, LLC (formerly Financial Gravity Business, LLC.(“FGEM”) (“MPath”) MPath is an insurance marketing organization and provides insurance products and services to insurance agents or agencies. This is a new venture that will be focused upon insurance marketing and will capture business synergies in the sale of insurance products by financial advisors with TMN and with Forta.

Forta Financial Group, Inc. (“Forta”) is a broker-dealer, a registered investment advisor, and a licensed insurance agent. It primarily operates in Colorado and has independent advisors and representativerepresentatives in other states. Forta will be focused on attracting independent advisorsAs explained below, management has determined that Forta’s broker/dealer business is no longer viable and supporting TMN members as they grow their financial advisory businesses. Fortahas decided to discontinue Forta’s broker/dealer operations. Company is implementing plans to recruit independent advisors which will increase revenue.

Organic growth has come fromin the following key areas:process of completing that transition.

Future growth is expected to come from these key areas, organic growth, acquisitions, and strategic alliances.

Competition

The market is comprised of a very large selection of varied suppliers that provide investment advisory and brokerage, financial advisory, accounting, and tax services. These include accounting firms, tax preparers, estate planners, lawyers, wealth management advisors, banks, and large financial institutions. However, many of these firms are not able to provide the customized services that small business owners are seeking, or simply do not have each of the customized services that Financial Gravity offers to meet the needs of small business owners and high net worth individuals at the price that Financial Gravity offers.

Financial Gravity’s service delivery model has been proven to work over the past years. Financial Gravity believes that its superior products, services and overall customer service will enable it to achieve sales and revenue growth.

Intellectual Property

Financial Gravity maintains copyrights or trademarks on all of its printed marketing materials, the financialgravity.com website and other web pages, and proprietary software. Financial Gravity’s goal is to preserve its trade secrets and operate without infringing on the proprietary rights of other parties.

To help protect its proprietary know-how, which is not patentable, Financial Gravity currently relies and will in the future rely on trade secret protection and confidentiality agreements to protect its interests. To this end, Financial Gravity requires all its employees, consultants, advisors and other contractors to enter into confidentiality agreements that prohibit the disclosure of confidential information and, where applicable, require disclosure and assignment to Financial Gravity of the ideas, developments, discoveries and inventions important to its business.

Employees

As of September 30, 2020,2021, the Company had approximately 2327 full-time employees. None of the Company’s employees are covered by a collective bargaining agreement. The Company believes that it maintains good relations with its employees.

Legal Proceedings

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.

Government Regulation

The services provided by Financial Gravity, through its subsidiaries, are extensively regulated by federal and state authorities in the United States. Financial Gravity believes it is in compliance with federal and state qualification and registration requirements in order that it may continue to provide services to its clients consistent with applicable laws and regulations.

Item 1A. RISK FACTORS.

The Company’s limited operating history may not serve as an adequate basis to judge its future prospects and results of operations. Financial Gravity has a relatively limited operating history. Its limited operating history and the unpredictability of the wealth management and insurance industries make it difficult for investors to evaluate its business. An investor in its securities must consider the risks, uncertainties and difficulties frequently encountered by companies in rapidly evolving markets.

The Company will need additional financing to implement its business plan. The Company will need additional financing to fully implement its business plan in a manner that not only continues to expand an already established direct-to-consumer approach, but also allows the Company to establish a stronger brand name in all the areas in which it operates, and to attract new advisors, insurance professionals and tax service providers. In particular, the Company will need additional financing to:

There are no assurances that additional financing will be available on favorable terms, or at all. If additional financing is not available, the Company will need to reduce, defer or cancel development programs, planned initiatives and overhead expenditures. The failure to adequately fund its capital requirements could have a material adverse effect on the Company’s business, financial condition, and results of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company’s stockholders and incurring additional indebtedness could involve the imposition of covenants that restrict the Company’s operations.

The Company’s products and services are subject to changes in applicable laws and regulations. The Company’s business is particularly subject to changing federal and state laws and regulations related to the provision of financial services to consumers. The Company’s continued success depends in part on its ability to anticipate and respond to these changes, and the Company may not be able to respond in a timely or commercially appropriate manner. If the Company fails to adjust its products and services in response to changing legal and/or regulatory requirements, the ability to deliver its products and services may be hindered, which in turn could have an adverse effect on the Company’s business, financial condition and results of operations.

The Company may continue to encounter substantial competition in its business. The Company believes that existing and new competitors will continue to improve their products and services, as well as introduce new products and services with competitive price and performance characteristics. The Company expects that it must continue to innovate, and to invest in product development and productivity improvements, to compete effectively in the several markets in which the Company participates. The Company’s competitors could develop a more efficient product or service or undertake more aggressive and costly marketing campaigns than those implemented by the Company, which could adversely affect the Company’s marketing strategies and have an adverse effect on the Company's business, financial condition and results of operations.

Important factors affecting the Company's current ability to compete successfully include:

In periods of reduced demand for the Company's products and services, the Company can either choose to maintain market share by reducing product and service pricing to meet the competition, or maintain its product and service pricing, which would likely sacrifice market share. Sales and overall profitability may be reduced in either case. In addition, there can be no assurance that additional competitors will not enter the Company's existing markets, or that the Company will be able to continue to compete successfully against its competition.

The Company may not successfully manage its growth. The Company’s success will depend upon the expansion of its operations and the effective management of its growth, which will place a significant strain on its management and on its administrative, operational, and financial resources. To manage this growth, it must expand its facilities, augment its operational, financial and management systems, and hire and train additional qualified personnel. If it is unable to manage its growth effectively, its business would be harmed.

The Company relies on key executive officers, and their knowledge of its business and technical expertise would be difficult to replace. The Company is highly dependent on its executive officers. If one or more of the Company's senior executives or other key personnel are unable or unwilling to continue in their present positions, the Company may not be able to replace them easily or at all, and the Company’s business may be disrupted. Competition for senior management personnel is intense, the pool of qualified candidates is very limited, and it may not be able to retain the services of its senior executives or attract and retain high-quality senior executives in the future. Such failure could have a material adverse effect on the Company's business, financial condition and results of operations.

The Company may never pay dividends to its common stockholders. The Company currently intends to retain its future earnings to support operations and to finance expansion; accordingly, the Company does not anticipate paying any cash dividends in the foreseeable future.

The declaration, payment, and amount of any future dividends on common stock will be at the discretion of the Company's Board of Directors, and will depend upon, among other things, earnings, financial condition, capital requirements, level of indebtedness and other considerations the Board of Directors considers relevant. There is no assurance that future dividends will be paid on common stock or, if dividends are paid, the amount thereof.

The Company’s common stock is quoted through the OTC Markets, which may have an unfavorable impact on its stock price and liquidity. The Company’s common stock is quoted on the OTC Markets, which is a significantly more limited market than the New York Stock Exchange or NASDAQ. The trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, follow a policy of not investing in OTC Markets stocks and certain major brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative and volatile.

The trading volume of the Company’s common stock has been and may continue to be limited and sporadic. As a result, the quoted price for the Company’s common stock on the OTC Markets may not necessarily be a reliable indicator of its fair market value.

Additionally, the securities of small capitalization companies may trade less frequently and in more limited volume than those of more established companies. The market for small capitalization companies is generally volatile, with wide price fluctuations not necessarily related to the operating performance of such companies.

The Company’s common stock is subject to price volatility unrelated to its operations. The market price of the Company’s common stock could fluctuate substantially due to a variety of factors, including market perception of the Company’s ability to achieve its planned growth, operating results of the Company and of other companies in the same industry, trading volume in the Company’s common stock, changes in general conditions in the economy and the financial markets or other developments affecting the Company or its competitors.

The Company’s common stock is classified as a “penny stock.” Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that the Company’s common stock will be considered to be a penny stock for the immediately foreseeable future.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the investor, make a reasonable determination that transactions in penny stocks are suitable for that person, and make a reasonable determination that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also provide disclosure to its customers, prior to executing trades, about the risks of investing in penny stocks in both public offerings and in secondary trading, the commissions payable to both the broker-dealer and the registered representative, and the rights and remedies available to an investor in cases of fraud in penny stock transactions.

Because of these regulations, broker-dealers may not wish to furnish the necessary paperwork and disclosures and/or may encounter difficulties in their attempt to buy or sell shares of the Company’s common stock, which may in turn affect the ability of Company stockholders to sell their shares.

Accordingly, the penny stock classification adversely affects any market liquidity for the Company’s common stock and subjects the shares to certain risks associated with trading in penny stocks. These risks include difficulty for investors in purchasing or disposing of shares, difficulty in obtaining accurate bid and ask quotations, difficulty in establishing the market value of the shares, and a lack of securities analyst coverage.

The Company’s common stock is subject to dilution. Company’s plan for increasing revenue is to recruit advisors and other professionals. Some of these recruits may be granted stock options or stock rights. These shares are among the shares reserved in Company’s stock option plan (see compensation plans discussion).

FINRA Arbitrations.Forta had over 20 FINRA claims pending in 2021 that arise from the sale to clients of alternative investments (REITs, Business Development Loan Funds, and Oil and Gas securities). These income generating investments did not do as well as the stock markets, and the performance has lagged the market. While the exposure on these cases would not be material, the costs of defense for legal fees may be substantial. As part of its annual review of the performance of its subsidiaries, Company has decided to discontinue Forta’s broker/dealer operation and that transition is now in progress.

The Company’s performance may be affected by COVID-19. December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 has spread to other countries, including the United States. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. Further, the President of the United States declared the COVID-19 pandemic a national emergency. States in which we operate declared states of emergency related to the spread of COVID-19 and issued executive orders directing individuals to stay at their place of residence for an indefinite period of time.

The financial markets demonstrated significant volatility in reaction to the virus outbreak. There has been considerable strainoutbreak, and new variants may contribute to volatility. The effects of such COVID-19 variants on companies in many sectors of the economy. Investors suffered significant decreases in the value of their investment portfolios, and the economy has significantly shut down. It is unclear when the economy will start up again, and the lingering effects are not known. During periods of high volatility and uncertainty many investors choose to stop ongoing investment activity and sit onactivity. Revenues of the sidelines until the markets become more stable.

The Company’s revenuesCompany are adversely affected when investors reduce their investment activities. In addition, over 50%t of Company’s revenues is based upon the value of assets under management. If the investment portfolios of clients decrease in value, theinvestment management fees charged for investment advicemay 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.

decrease. Any significant shutdown of the economy for a sustained period will affect the Company’s revenue which could lead to losses.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

Item 2. PROPERTIES.

The Company’s corporate offices are located at 12600 Hill Country Blvd2501 Ranch Road 620 South, Suite R-275, Bee Cave, TX 78738.110, Lakeway, Texas 78734.

TMN’s offices are located in Cincinnati, OH.

Forta has offices in Greenwood Village, Colorado Springs, and Loveland, ColoradoColorado.

Company has offices in Carmel, California.

Item 3. LEGAL PROCEEDINGS.

Legal Proceedings

From time to time, the Company iswe are a party to or otherwise involved in legal proceedings, claims and other legal matters, arising in the ordinary course of itsour business or otherwise. ItDuring 2021, Forta had over 20 FINRA arbitrations that were pending. The claims arise from the sale to clients of alternative investments (REITs, Business Development Loan Funds, and Oil and Gas securities). Most of the claims arise from investments prior 2015. None of the registered representatives that recommended these alternative investments is management’s opinioncurrently associated with Forta. Many of the claims have been settled, and most of the remaining claims are in settlement discussions. The total amount of the currently pending claims may exceed the amount of insurance available. Forta no longer generates significant revenue from brokerage activity like the sale of alternative investments. As part of its annual review of performance of its subsidiaries, Company has decided to discontinue Forta’s broker/dealer operations and 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.transition is now in progress.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES.

Market Information

The Company’s Common Stock is currently traded in the over-the-counter market and quoted under the symbol FGCO. The following are the high and low sales prices for the Company’s Common Stock for the periods reflected below:

The above prices reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

Holders

The approximate number of stockholders of record of the Company’s Common Stock on September 30, 20202021 was 85.87.

Dividends

The Company has never paid any cash dividends on its common stock, and it is anticipated that none will be paid in the foreseeable future.

Recent Sales/Issuance of Unregistered Securities

During the year ended September 30, 2021, 8,000,000 shares of common stock were issued in connection with the NCW acquisition transaction. During the year ended September 30, 2020, an aggregate of 75,757 shares of the Company’s common stock have been sold for $25,000, 116,375 shares in stock options were exercised for $182 and 382,931 shares were issued for $50,000 in services rendered to the Company; in 2019, 5,598,133 shares were issued in exchange for $1,007,664 in debt.Company.

As a result of the merger with Forta, 41,607,315 shares of stock have been issued to Forta shareholders as of September 30, 2020,2021 with a total of 4,178,564 that remain unissued. As a result of the merger with NCW Group, Inc., 8,000,000 shares were issued to NCW shareholders as of September 30, 2021.

The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, the Company believes that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof. Each investor represented that such investor either (A) is an “accredited investor,” (B) has such knowledge and experience in financial and business matters that the investor is capable of evaluating the merits and risks of acquiring the shares of the Company’s common stock, or (C) appointed an appropriate person to act as the investor’s purchaser representative in connection with evaluating the merits and risks of acquiring the shares of the Company’s common stock. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

The Company’s option grants were effected pursuant to Rule 701 promulgated under the Securities Act.

Repurchases of Equity Securities

The Company did not repurchase any of its equity securities during the years ended September 30, 2020 or 2019.

Item 6. SELECTED FINANCIAL DATA.

Not applicable.

Item 7. 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” above.

Plan of Operations

Financial Gravity Companies, Inc. (“Financial Gravity”,Gravity,” “We” or the “Company”), based in Austin, Texas, was formed specifically to be the parent company of several subsidiaries that provide integrated tax, investment, business, and financial solutions. Financial Gravity’s clients include small businesses, small business owners and high and middle net worth individuals. The Company’s services are focused on helping clients build wealth, most often with investment advice, tax savings, lowering costs and improving efficiency. In addition to expanding through client procurement and organic growth, Financial Gravity intends to pursue acquisitions. The primary acquisition targets currently include individuals and groups that provide investment and financial advice. The Company is actively identifying potential acquisition candidates to fuel more rapid growth.

Financial Gravity’s Subsidiaries and Reportable Segments:

The following outline briefly describes Financial Gravity’s active subsidiaries and the products and services they offer:

Sofos Investments, Inc. Sofos is a registered investment advisor (“RIA”), registered with the Securities and Exchange Commission, and provides asset management services to individuals and businesses, including financial planning, wealth management and money management. Sofos commenced its money management services in late 2019, and by September 2020 was approaching $100,000,000 in assets under management.

Tax Master Network, LLC, (“TMN”) throughruns the Tax Master Network® (“TMN”) that provides four primary services including monthly subscriptions services to the TMN systems, coaching and marketing services toservices. TMN currently supports over 300 Certified Public Accountants (“CPA”) and Enrolled Agent professionals, training them to add crucialsupport clients through tax planning services to support clients.services. TMN’s tax planning services include the Tax Blueprint®, Certified Tax Master®, and the Tax Operating System. In addition, TMN will be launching new efforts to increase subscribers, including ahas launched revamped tax operating system and financial advisor business development programs that will assist TMN subscribers in increasing their business activity. The goal is to provide TMN subscribers with a platform for them to enhance their business opportunities in the areas of investment and financial advice and to increase their effectiveness as tax advisors to small businesses and individuals.

Financial Gravity Family Office Services, LLC (“FGFOS”) is a registered investment advisor (“RIA”) that offers financial planning, and wealth management services 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 Asset Management, Inc., formerly Sofos Investment 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 September 30, 2021.

Financial Gravity Enhanced Markets, LLC, formerly, MPath Advisor Resources, LLC (“MPath”FGEM”) MPath is an insurance marketing organization and provides insurance products and services to insurance agents or agencies. This is a new venture that will be focused upon insurance marketing and will capture business synergies in the sale of insurance products by financialThe advisors with TMNFGFOS access insurance and with Forta.other related products through FGEM.

Forta Financial Group, Inc. (“Forta”) Forta is a broker dealer,broker-dealer, a registered investment advisor, and ana licensed insurance brokerage, subjectagent. It primarily operates in Colorado. As part of its annual review of the performance of its subsidiaries, Company has decided to FINRA, SECdiscontinue Forta’s broker/dealer operations, and insurance regulation. The goal is to have Forta focus on attracting independent advisors and to support TMN members as they grow their financial advisory businesses. Forta is implementing plans to recruit independent advisors.in the process of completing that transition.

Growth comes from the following reportable segments:

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.clients through FGFOS.

Brokerage andFamily Office Services including wealth management services through Forta and money management andFGFOS, investment advisory services through Sofos. Other productsFGAM, and insurance services include insurance and other miscellaneous products and services.through FGEM.

Future growth is expected to come from these key areas, organic growth, acquisitions, and strategic alliances. 

Business Acquisition and Disposition

The Company acquired Forta in 2020 in exchange for stock. However, management has determined that Forta should discontinue operations and Forta is a broker dealer, and itsbeing shut down. The goodwill attributed to the Forta acquisition presented the Company with an opportunity to competehas been written off in the broker dealer market, and to try to grow in this area of financial services. Forta also has key employees who assumed vital executive leadership roles, including key executives who will focus on improving operations and growth opportunity. Forta also contributed key operating assets, including in excess of $700,000 in cash, and annual revenues in excess of $3,000,000.2021.

TheIn March 1, 2021 Company disposedentered into a merger agreement with NCW Group, Inc. Company issued 8,000,000 shares of its tax unit.common stock in exchange for 100% ownership of the stock of NCW Group, Inc. The tax unit hasowners of NCW and some staff have resigned from NCW and are employees of Forta. The transaction included transfer of client accounts from NCW to Forta and Sofos. This will generate approximately $500,000 in recurring annual revenue. The value of the tax operating system, but that could be run more effectively by TMN, soassets is based upon the decision was madevalue of the recurring revenue, which is $2,000,000 in aggregate, which is the market value of 8 million shares at the time of issuance (July 26, 2021). The purchase price is allocated to transfer that activity to the TMN. The tax unit was left with minor tax and accounting operations, and those activities did not present a significant upside to the Company.Goodwill.

Revenues

For the year ended September 30, 2020,2021, revenue decreased $387,568increased approximately $3,000,000 to $3,687480$6,672,793 from $4,075,048$3,687480 for the year ended September 30, 2019.2020. The principal drivers for this are a decrease in revenue from the discontinued tax operations of $649,830 and reduced revenue from reduction of the number of advisors at Sofos of $1,112,944, as well as some minor non-recurring revenue at Financial Gravity, offset by an increase in revenue from Forta of $1,270,339, an increase in revenueapproximately $1,625,000, from FGAM of approximately $680,000, from FGEM of approximately $460,000 and from TMN of $35,844, an increaseapproximately $150,000. However, management has determined that Forta’s broker/dealer business is no longer viable and has decided to discontinue Forta’s operations, as a result of revenue from MPath of $73,882. The combined revenue for the Company includes only the revenue fromwhich Forta since May 21, 2020. Forta generated in excess of $2 million of revenue from October 1, 2019 through May 20, 2020 (the day priorwill no longer substantially contribute to the acquisition of Forta). On a twelve-month pro forma basis that included Forta’s revenue, the Company would have generated in excess of $6,000,000 in revenue, or approximately $2,000,000 in annualized increasedCompany’s revenue.

Operating Expenses

Cost of services increased by $18,144$33,559 to $106,630 for the year ended September 30, 2021 from $73,071 for the year ended September 30, 2020, from $54,927 for the year ended September 30, 2019, primarily due increased costs at Forta of $33,784, offset by decreasesapproximately $22,000, and approximately $11,000 at Financial Gravity ($5,946), discontinued tax operations ($21,355), and increase at TMN of $8,891.FGAM.

Professional services expenses include consulting fees, legal expense, professional fees, and business consulting. Professional services expensesconsulting increased $233,528approximately $21,000 to $375,263$396,755 for the year ended September 30, 20202021 from $141,835$375,363 for the year ended September 30, 2019.2020. The primary source of the increase included professionalwas legal fees at Forta related to FINRA claims, reductions of $93,095, an increase in professionalaudit and legal fees at Financial GravityCompany of $321,761 (including adjustments in 2019 for accrual of expenses that were greater than theapproximately $35,000, outside tax preparation fees incurred), offset by decreases in professional fees at Sofos of $73,793, atrelated to TMN of $69,516,approximately $40,000, and small increases in expense at the discontinued tax practice of $43,526.other subsidiaries.

Depreciation and amortization expenses include depreciation on fixed assets and amortization of definite lived intangibles. Depreciation and amortization expenses decreased $22,282approximately $55,000 to $111,052 for the year ended September 30, 2021 from $166,586 for the year ended September 30, 2020 from $189,070 for the year ended September 30, 2019.2020. The decrease is primarily due to an increasedecrease of expense at Financial Gravity of $152,173 (including the full impairment of Trademarks ($69,000),approximately $86,000, offset by a decreasean increase at TMN of $159,602, a small decrease at Sofos of $4,165, and a decrease at the discontinued tax practice of $10,953.approximately $30,000.

General and administrative expenses increased $138,979approximately $470,000 to $1,141,570 for the year ended September 30, 2021 from $672,784 for the year ended September 30, 2020 from $533,805 for the year ended September 30, 2019.2020. The increase is primarily due increased costs at Forta of $275,272, and Financial Gravity,approximately $730,000 (reflected a full twelve months of operations), offset by decreases at other subsidiaries including the discontinued tax department operations ($163,452), Sofos reductions due to fewer advisors anddecreases at TMN aggregatingFGAM of approximately ($250,000).$255,000.

Marketing expenses decreased $6,368approximately $47,000 to approximately $78,000 for the year ended September 30, 2021 from $125,161 for the year ended September 30, 2020 from $131,529 for the year ended September 30, 2019.2020. The decrease is primarily due to a reduction of costs at Company of approximately $59,000, and net increases at the discontinued tax operationssubsidiaries of ($22,788), and reductions in outside vendors by bringing marketing efforts in-house at TMN ($76,678) and Sofos ($15,838), offset by an increase in marketing expenses at Forta of $20,568, at Financial Gravity $85,110, and at MPath $3300.approximately $12,000. The variance in expenses also reflects a change in marketing efforts influenced by Covid 19 restrictions that shut down some previous marketing channels and athe move toward the independent advisor model at Forta where advisors cover their own marketing expenses.the subsidiaries.

Compensation expenses decreased $315,438increased approximately $2,350,000 to approximately $5,540,000 for the year ended September 30, 2021 from $3,186,305 for the year ended September 30, 2020 from $3,501,744 for the year ended September 30, 2019.2020. The decreaseincrease is primarily due to an increase in executive compensation at Financial Gravity of $1,580,121,approximately $443,000, the increase of compensation at Forta of $808,670approximately $1,627,000 that includes a full twelve months, and increases at FGEM and FGAM reflected increased commissions and a small increase at MPath, offsetfrom higher revenue by a decrease in compensation at the discontinued tax operationsindependent advisors of $1,023,467, Sofos of $917,359 that includes reduction in commissions, at TMN of $703,375 related to reduction in employees and outsourced services and a move toward the independent advisor model at Forta where advisors cover their own marketing expenses.approximately $260,000.

The Company experienced an increase in net loss of $168,190approximately $6,630,000 to a net loss of approximately $7,423,000 for the year ended September 30, 2021 from a net loss of $791,675 for the year ended September 30, 2020, from a net loss of $623,485 for the year ended September 30, 2019, primarily attributable to a decrease in ordinary loss of approximately $208,000 for the reasons noted above. The variance in loss forabove, and the period also reflects the impactwrite-off of Covid-19 related reduction in marketing and face to face sales, which impacted revenues. This wasGoodwill of $7,380,603, offset by the saleincome related to forgiveness of the tax unit for $150,000.PPP loans of $661,045.

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.

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, five days before each quarter-end or monthly in arrears. Revenues are recognized in the period earned.

The Company earns commission when it buys and sells securities and various insurance products on behalf of its customers. Each time a customer enters into a buy or sell transaction, the Company charges a commission. Commissions and related clearing expenses are recorded on the trade date (the date that the Company fills the trade order by finding and contracting with a counterparty and confirms the trade with the customer), and commission revenue from the sale of premiums on life insurance policies is recognized as received from the insurer, issuer.policy is accepted by the insurer.

The Company generates services income which is recognized as consulting and other professional services are performed by the Company. Income is recognized as services are delivered. Revenue represents gross billings less discounts, net of sales tax, as applicable. Amounts invoiced for work not yet completed are shown as deferred revenuecontract liabilities in the accompanying consolidated balance sheets. Trade accounts receivable areAccrued revenue is carried only for investment management fees that are paid in arrears. The allowance for doubtful accounts was $0 and $0 as of September 30, 20202021 and 2019,2020, respectively. In the normal course of business, the Company extends credit on an unsecured basis to its customers, substantially all of whom are located in the United States of America. The Company does not believe that it is exposed to any significant risk of loss on accounts receivable.

The Company received revenue from Sofos’FGAM operations that are primarily from investment management fees, including money management fees. Investment management fees are based upon a percentage of assets under management and totaled $1,255,457$2,076,383 for the fiscal year after elimination of intercompany accounts.ending September 30, 2021, and $1,395,877 for the fiscal year ending September 30, 2020.

The Company received revenue from Forta’s operations from (the date ofduring the merger) from the following sourcesfiscal year ending September 30, 2021, and from May 21, 2020 through fiscal year ending September 30,202030, 2020 including:

TMN has 3 types of services that are charged and collected on acharges month-to-month subscription basis (TMN basic membership, All-Stars coaching, and Wire Service weekly broadcast email).fees to its members. None of these subscription programs come with a long-term commitment or contract, and there is no up-front payment beyond the monthly subscription fee. Cancellations are processed within the month requested and memberships are closed at the end of the period for which the most recent payment was made. Members are not entitled to refunds for unused memberships.

The Company received revenue from TMN’s operations from the following sources during the fiscal year ending September 30,202030,2021 including:

The Company received revenue from MPath’sFGEM’s operations from insurance sales of $73,882$536,990 during the fiscal year ending September 30,2020.

The total of all revenue also includes approximately $70,00030, 2021 from discontinued operations and minor non-recurring revenue.$73,882 in fiscal year 2020.

Stock-Based Compensation.

The Company recognizes the fair value of stock-based compensation awards as wages in the accompanying statements of operations for employee grants, commissions for non-employee grants, and stock appreciation rights grants, on a straight-line basis over the vesting period, using the Black-Scholes option pricing model, which is based on risk-free rate of 1.32%0.88% in the year ended September 30, 20202021 and 1.50% to 2.89%1.32% in 2019,2020, dividend yield of 0%, expected life of 10 years and volatility of 159%87.68% in 20202021 and volatility of 25% to 34.05%159% in 2019.2020.

Liquidity and Capital Resources

As of September 30, 2020,2021, the Company had cash and cash equivalents of $482,854,$306,057, as compared $36,053$482,854 as of September 30, 2019.2020. The increasedecrease of $446,801$176,797 in cash and cash equivalents from September 30, 20192020 was due to net cash provided financing from Paycheck Protection Program (“PPP”) through loans to Financial Gravity of $283,345, and other sources of cash as per the Financial Gravity’s Statement of Cash Flows, including approximately $700,000used in cash at Forta at the May 21, 2020 merger date.operations.

As shown below, at September 30, 2020, Financial Gravity’s contractual cash obligations totaled approximately $970,741 all of which consisted of operating lease obligations and debt principal.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the Company will need additional financing to fund additional material capital expenditures and to fully implement its business plan. There are no assurances that additional financing will be available on favorable terms, or at all. If additional financing is not available, the Company will need to reduce, defer or cancel development programs, planned initiatives and overhead expenditures as a way to supplement the cash flows generated by operations. The Company has a backlog of fees under contract in addition to the Company’s accounts receivable balance. The failure to adequately fund its capital requirements could have a material adverse effect on its business, financial condition and results of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company’s stockholders and incurring additional indebtedness could involve the imposition of covenants that restrict its operations. Management, in the normal course of business, is trying to raise additional capital through sales of common stock as well as seeking financing from third parties, via both debt and equity, to balance the Company’s cash requirements and to finance specific capital projects.

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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk. The Company’s business is leveragedInterest rate increases may create market risks. Some clients may choose to limit their exposure to the stock market and accordingly, is sensitive to fluctuations in interest rates. Any significant increase in interest ratesthis could have a material adverse effect on its financial condition and ability to continue as a going concern.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements required by this item are included in this report in Part IV, Item 15.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

Item 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2020.2021. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on its evaluation, management concluded as of September 30, 20202021 that its disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting. Notwithstanding the identified material weaknesses, management believes the financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. The Company’s Chief Executive Officer and Chief Financial Officer assessed the effectiveness of its internal control over financial reporting as of September 30, 2020.2021. In making this assessment, its management used the criteria based on the framework in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2020,2021, its internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. The Company’s Chief Executive Officer and Chief Financial Officer reviewed the results of their assessment with its board of directors.

Based on its evaluation under this framework, management concluded that its internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

This annual report does not include an attestation report of its Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

During the period covered by this report the following change was made in the Company’sCompany continued to review and improve internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting:reporting.

Item 9B. OTHER INFORMATION.

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Set forth below is certain information regarding the persons who were directors and executive officers at any time during the fiscal year 2020.2021.

Scott Winters, August 15, 2019, Financial Gravity Companies, Inc. (the “Company”) appointed Mr. Scott Winters to serve as Chief Executive Officer and Co-Chairman of the Board for the Company. Prior to joining the Company, from 2016 to present, Mr. Winters was a major stockholder of Presidential Brokerage, Inc., a broker dealer and investment advisory firm. From 2003 to 2017 Mr. Winters was CEO, Chairman of the Board and Co-Founder of Eqis Capital Management, an investment advisory and wealth management firm.

John Pollock was CEO/Founder of Business Legacy, Inc. from 2002, Pollock Advisory Group from 2007, was the former CEO and Chairman of Financial Gravity Companies, Inc. (the Company), and is currently Co-Chairman of the Board and Executive Vice President – Sales. Mr. Pollock served as CEO and Chairman of Financial Gravity since its inception until August 2019 and has been a major shareholder of the Company.

Paul O. Williams, 64, has served on the Financial Gravity Companies, Inc. (OTCQB: FGCO) Board of Directors and as Vice Chairman since 2015, and has served as our Chief Financial Officer & Secretary – Treasurer from 2016 until August 2019. He currently still serves as Vice-Chairman, Chief Financial Officer & Treasurer. He graduated from Austin College in Sherman, Texas in 1978 and the Institute for Organization Management in Washington, DC in 1982. Since 2007, Mr. Williams has served as Chief Executive Officer of Bison Financial Group, Inc., a corporate financial advisory and business development firm serving middle market growth companies.2021.

Mr. Williams also serves as an officer and director of two other public companies. On behalf of Curtis Mathes Corporation (OTC: TLED) based in Frisco, TX since 2013, Mr. Williams currently serves as Chairman, Chief Executive Officer & Chief Financial Officer. On behalf of Lux Amber Corp. (OTC: LXAM) based in Frisco, TX since 2017, Mr. Williams currently serves as Vice Chairman, President & Chief Financial Officer.

Mr. Williams also serves as an officer and director of three other private companies. Mr. Williams currently serves as: Vice Chairman of Dynamic Chemical Solutions, Inc. in Frisco, TX since 2016; Chairman, Co-Chief Executive Officer & Chief Financial Officer of Platinum BioSciences, Inc. in Prosper, TX since 2019; and Chairman & Chief Financial Officer of Pruven Industries, Inc. in Plano, TX since 2020.

Edward A. Lyon has been the Company’s Chief Tax Strategist and a Director since October 2015. From 2005 until 2015, he was Partner-in-Charge of Content at Tax Coach Software, which he founded in 2005. Mr. Lyon received a B.A. in History from Hamilton College in 1986 and a J.D. from the University of Cincinnati College of Law in 1991. Mr. Lyon’s specific experience, qualifications, attributes or skills that led to the conclusion that he should serve as a director for the Company.

Jennifer Winters August 27th, the Board appointed Jennifer Winters to serveserves as Corporate Secretary. She will also serve as Executive Vice President.Secretary and Chief Operating Officer. Mrs. Winters served aswas a Co-Founder of Eqis Holdings, Inc. from 2007 to 2017.Inc.. She also served on theirthe Eqis Board of Directors from 2010 to 2017. In addition, she served2017, and as Chief Compliance Officer of Eqis Capital Management, Inc. from 2007 to 2015. She also served as their Executive Vice President from 2015 to 2017. Jennifer Winters is the spouse of Scott Winters, the Chief Executive Officer of the Company.

William Nelson, Jr. appointed to serveserved as Chief Executive Officer of SofosFGAM for part of the reporting period and was and is FGAM’s Chief Investment Inc., Company’s money management subsidiary.Officer. Prior to joining the Company, from 2016 to present, Mr. Nelson was a major stockholder of Presidential Brokerage, Inc., a broker dealer and investment advisory firm. From 2003 to 2017 Mr. WintersNelson was the Chief Investment Officer, Board Member and Co-Founder of Eqis Capital Management, an investment advisory and wealth management firm.

Gary Nemer, 74, Mr. Nemer serves as Chief Legal Counsel and Chief Financial Officer of Company and asCompany.

Mark Williams is a Board Member of Forta.Company and was the former founding and majority shareholder of NCW.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires officers, directors and persons who beneficially own more than 10% of a class of our equity securities registered under the Exchange Act to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during fiscal year 20202021 and Forms 5 and amendments thereto furnished to us with respect to fiscal year 2020,2021, or written representations that Form 5 was not required for fiscal year 2020,2021, we believe that all Section 16(a) filing requirements applicable to each of our officers, directors and greater-than-ten percent stockholders were fulfilled in a timely manner. We have notified all known beneficial owners of more than 10% of our common stock of their requirement to file ownership reports with the Securities and Exchange Commission.

Code of Ethics

The Company has adopted a code of ethics that applies to its principal executive, financial, and accounting officers and is included as an exhibit with this filing.

No Committees of the Board of Directors; No Financial Expert

The Company does not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of its Board of Directors. Nor does it have an audit committee “financial expert”.expert.” At present, its entire Board of Directors acts as its audit committee. None of the members of its Board of Directors meets the definition of “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated by the Securities and Exchange Commission. It has not retained an audit committee financial expert because it does not believe that it can do so without undue cost and expense. Moreover, it believes that the present members of the Board of Directors, taken as a whole, have sufficient knowledge and experience in financial affairs to effectively perform their duties.

Item 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

The particulars of compensation paid to the following persons during the fiscal period ended September 30, 20202021 and 20192020 are set out in the summary compensation table below:

(collectively, the “Named Executive Officers”):

SUMMARY COMPENSATION TABLE

__________________________

⁽¹⁾ The Company recognizes the fair value of stock-based compensation awards as wages in the accompanying statements of operations for employee grants, commissions for non-employee grants, and stock appreciation rights grants, on a straight-line basis over the vesting period, using the Black-Scholes option pricing model, which is based on risk-free rate of 1.32% in the quarter ended June 30, 2020 and 1.50% to 2.89% in 2019, dividend yield of 0%, expected life of 10 years and volatility of 159% in 2020 and volatility of 25% to 34.05% in 2019.

Each of the Named Executive Officers has an employment agreement. Edward A. Lyon, a member of the Board of Directors, is party to an employment agreement. which provides for base salary of $42,000 per year, plus management fees of $198,000 annually, paid semi-monthly. Mr. Lyon serves as the General Manager, responsible for supervising the business and affairs of Tax Master Network.

Summary Compensation

For the fiscal yearyears ended September 30, 2021 and 2020, no outstanding stock options or other equity-based awards were re-priced or otherwise materially modified. There are no non-equity incentive plan agreements with any of the Directors or executive officers.

Outstanding Equity Awards at Fiscal Year-end

The following stock option and stock appreciation rights granted to executive officers are outstanding:

Compensation of Directors

This section is not applicable as there was no director compensation for yearyears ended September 30, 2021 and 2020.

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

Certain executives have compensation agreements that include payments to be made by us upon termination of service without cause, up to one year of annual salary. There are no arrangements for Directors, officers, employees or consultants that would result from a change-in-control, other than vesting as described in the stock option grant agreement and plan.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership, as of September 30, 2020,2021, of the Company’s common stock, which is the Company’s only outstanding class of voting securities, and the voting power of management resulting from such beneficial ownership, byownership:

___________________________

Changes in Control

On May 21, 2020, the Company merged with Forta. The Forta shareholders will own more than 50% of the Company. John Pollock is currently the largest shareholder.

Changes in Control

None.

Securities authorized for issuance under equity compensation plans.

The following table provides information as of the end of the most recently completed fiscal year, with respect to Company compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance.

_____________________

The 2015 Stock Option Plan was adopted without approval of Company security holders, the 2016 Stock Option, as amended and restated, was adopted with approval of Company security holders.

The Company has granted stock options to certain employees and contractors under its 2015 Stock Option Plan, assumed from Financial Gravity Holdings and under its 2016 Stock Option Plan. The Company is authorized to issue an aggregate of 20,000,000 options, of which 13,027,30412,739,804 remain available for issuance at September 30, 20202021 under the 2016 Stock Option Plan. Currently outstanding options under the 2015 and 2016 Stock Option Plans vest over a period of no greater than five years and expire ten years from the grant date.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Transactions with Related Persons, Promoters and Certain Control Persons

Except as set forth below, none of the Company’s directors or officers, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the Company’s shares, nor any relative or spouse of any of the foregoing persons, has had any material interest, direct or indirect, in any transaction to which the Company was a party, and in which the amount involved exceeds the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years.

TheIn 2020, the following Officers and Directors of Financial Gravity received shares in the merger transaction: Scott Winters 13,705,176 shares and William Nelson, Jr. 13,705,176 shares. Jennifer Winters is an Officer and Director and the spouse of Scott Winters.

TaxTuneup, LLC, which is an entity owned by Mr. Edward A. Lyon, a current director of the Company, received shares of Financial Gravity Holdings issued in the transaction by which Financial Gravity acquired TMN, then having an approximate value of $864,500. As a consequence of such issuance, Mr. Lyon is the beneficial owner of 3.1%~3% of the Company’s common stock as of September 30, 2020.2021.

During fiscal year 20202021 and 2019,2020, TaxTuneup, LLC, an entity owned by Mr. Edward A. Lyon, received the sums of $198,000 and $198,000, respectively, from the Company, in compensation for strategic tax planning recommendations and research, business consulting and writing of books and tax planning and TMN related content. Mr. Lyon also received compensation from the Company, for a total compensation of $258,000 and $253,000 in 2021 and 2020, respectively.

Director Independence; Board Leadership Structure

The Company’s common stock is quoted through the OTC System. For purposes of determining whether members of the Company’s Board of Directors are “independent,” the Company’s Board utilizes the standards set forth in the NASDAQ Stock Market Marketplace Rules. At present, the Company’s entire Board serves as its Audit, Compensation and Nominating Committees. The Company’s Board of Directors does not have any independent members for purposes of qualifying as independent members of the Board and an Audit, Compensation and Nominating Committee of the Board as defined under NASDAQ’s Marketplace Rules.

The Company’s Board of Directors is of the view that the current leadership structure is suitable for the Company at its present stage of development, and that the interests of the Company are best served by the combination of the roles of Chairman of the Board and Chief Executive Officer.

As a matter of regular practice, and as part of its oversight function, the Company’s Board of Directors undertakes a review of the significant risks in respect of the Company’s business. Such review is conducted in concert with outside professionals (including legal counsel) with expertise in substantive areas germane to the Company’s business. With the Company’s current governance structure, the Company’s Board of Directors and senior executives are, by and large, the same individuals, and consequently, there is not a significant division of oversight and operational responsibilities in managing the material risks facing the Company.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following information summarizes amounts expensed for services provided us by Whitley Penn LLP for assurance and tax services, and Weaver Tidwell, LLP assurance services for the fiscal years ended September 30, 20202021 and 2019,2020, respectively.

Assurance Services. Fees expensed for services by Whitley Penn LLP were $3,250 for fiscal year 2021 and $83,035 for fiscal year 2020 and $76,177 for fiscal year 2019.2020. Assurance fees include fees associated with the annual audit and the reviews of the Company’s quarterly reports on Form 10-Q, and other SEC filings. Fees expensed for service by Weaver Tidwell, LLP related to the 20202021 Forta FINRA audit and the audit, third quarterthe 2021 10-Q and the 8-K filings of the Company and its subsidiaries were $102,000.$154,825.

Tax Fees. Fees expensed for tax services by Whitley Penn LLP were $28,500$0 in fiscal year 20202021 and $13,500$28,500 for fiscal year 2019.2020. Fees expensed for tax services by Weaver Tidwell, LLP were $20,500.

All Other Fees.

None

Consistent with SEC policies regarding auditor independence, the audit committee has responsibility for appointing, setting compensation, approving and overseeing the work of the independent auditor. In recognition of this responsibility, the audit committee pre-approves all audit and permissible non-audit services provided by the independent auditor. The Board of Directors serves as the audit committee for the Company.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and financial statement schedules

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

(3) Exhibits. See Item 15(b) below.

(b) Exhibits required by Item 601 of Regulation S-K

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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.

FINANCIAL GRAVITY COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

SEPTEMBER 30, 20202021 AND 20192020

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders ofShareholders

Financial Gravity Companies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetsheets of Financial Gravity Companies, Inc. (the “Company”), as of September 30, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the yearyears then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the CompanyFinancial Gravity Companies, Inc. as of September 30, 2021 and 2020, and the results of theirits operations and theirits cash flows for the yearyears then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company incurred a net loss and a net use of operating cash in the current year and currently has a retained deficit that raises substantial doubt about its ability to continue as a going concern. Management'sManagement’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’sentity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”("PCAOB") and are required to be independent with respect to the CompanyFinancial Gravity Companies, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditaudits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The CompanyFinancial Gravity Companies, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditaudits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

We have served as the Company's auditor since 2020.Critical Audit Matters

/s/ WeaverThe critical audit matters communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and Tidwell, L.L.P.

Fort Worth, Texas

January 11, 2021that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the account or disclosures to which it relates.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCommitments and Contingencies – FINRA claims

To the Board of Directors and Stockholders of

Financial Gravity Companies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Financial Gravity Companies, Inc. (the “Company”), as of September 30, 2019, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2019, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discusseddisclosed in Note 1 to the consolidated financial statements, during the year ended September 30, 2021, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might resulthad over 20 FINRA arbitrations pending from the outcomesale of this uncertainty.alternative investments to clients, such as REIT’s, Business Development Companies, and oil and gas securities. The Company records liabilities for arbitration claims in those instances where it can reasonably estimate the amount of the loss and when the liability is probable. Where the reasonable estimate of the probable loss is a range, the Company records the most likely estimate of the loss, or the low end of the range if there is no one best estimate. The Company either discloses the amount of a possible loss or range of loss if estimable, or states that such an estimate cannot be made.

Basis for OpinionArbitration claims were identified as a critical audit matter because of the challenges auditing the Company’s judgments applied in determining the likelihood of loss related to the resolution of such claims. Specifically, auditing the Company’s determination of whether any contingent loss arising from the related claims is probable, reasonably possible or remote, and the related disclosures, is subjective and requires significant judgment due to the sensitivity of the issue.

How the Critical Audit Matter Was Addressed in the Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included obtaining an understanding of the design and implementation of controls relating to the Company’s estimation of any liability related to the claims, including controls over determining the likelihood of a loss and whether the amount of loss can be reasonably estimated, as well as financial statements arestatement disclosures over the responsibilitylegal proceedings and claims. These procedures also included obtaining and evaluating the letters of audit inquiry with external legal counsel, evaluating the reasonableness of the Company’s management. Our responsibilityassessment regarding whether an unfavorable outcome is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered withreasonably possible or probable and reasonably estimable, evaluating the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulationssufficiency of the SecuritiesCompany’s disclosures related to legal proceedings and Exchange Commissionclaims and evaluating the PCAOB.

We conducted our audit in accordance with the standardscompleteness and accuracy of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We served as the Company's auditor from 2016 through 2019.Company’s legal contingencies.

/s/ Whitley PennWeaver and Tidwell, LLP

Dallas,

We have served as Financial Gravity Companies, Inc.'s auditor since 2020

Fort Worth, Texas

January 13, 2020

December 29, 2021

Financial Gravity Companies, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

As of September 30,

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

Financial Gravity Companies, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended September 30,

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

Financial Gravity Companies, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended September 30, 2020 and 2019

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

Financial Gravity Companies, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWSOPERATIONS

Years Ended September 30,

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

Financial Gravity Companies, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended September 30, 2021 and 2020

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

Financial Gravity Companies, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended September 30,