UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q/A~~10-Q

~~Amendment No 1~~

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2020~~2021

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

For the transition period from ______________ to _______________

Commission File Number: 000-26533

MASTERMIND, INC.

(Exact name of registrant as specified in its charter)

Nevada		82-3807447
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1450 W. Peachtree St. NW, Atlanta, Georgia		30309
(Address of principal executive offices)		(Zip Code)

(678) 420-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~February 21,~~May 14, 2021, there were 34,505,520 shares of the registrant’s Common Stock outstanding.

~~EXPLANATORY NOTE~~

The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2020 (“Form 10-Q/A”) is to submit Exhibit 101 to the Form 10-Q filed with the Securities and Exchange Commission on February 22, 2021 (the “Form 10-Q”), in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files required to be filed with the Registrant’s Form 10-Q for the quarterly period ended December 31, 2020.

Except as described above, no additional changes, revisions, or updates have been made to the Form 10-Q in this Form 10-Q/A. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q and does not reflect any events that may have occurred subsequent to the filing date of the Form 10-Q.

					March 31,		September 30,
	December 31, 2020		September 30, 2020		2021		2020

ASSETS
Current assets:
Cash and cash equivalents	$	432,216	$	807,262	$	470,884	$	807,262
Accounts receivable		607,688		747,472		479,857		747,472
Unbilled receivables		410,655		40,019		677,897		40,019
Prepaid expenses and other current assets		194,872		173,424
Prepaid expenses and other						149,863		173,424
Income tax receivable		117,710		117,710		117,710		117,710
Total current assets		1,763,141		1,885,887		1,896,211		1,885,887
Right-of-use asset, net						314,168		364,714
Property and equipment, net		64,307		65,828		61,937		65,828
Right-of-use asset, net		339,614		364,714
Total assets	$	2,167,062	$	2,316,429	$	2,272,316	$	2,316,429

LIABILITY AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	74,507	$	123,216	$	88,097	$	123,216
Accounts payable and accrued expenses, related parties		100,000		100,000
Accounts payable and accrued expenses, related party						100,000		100,000
Unearned revenues		-		82,450		-		82,450
Deferred tax liabilities		171,605		169,452		184,593		169,452
Lease obligation, current		103,915		102,499		105,350		102,499
Total current liabilities		450,026		577,617		478,040		577,617
Lease obligation, net of current portion		235,699		262,215		208,817		262,215
Notes Payable-PPP loan		301,750		301,750
Notes payable						301,750		301,750
Total liabilities		987,475		1,141,582		988,607		1,141,582

Stockholders' Equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2020 and September 30, 2020		-		-
Common stock, $0.001 par value, 125,000,000 shares authorized, 33,870,520 shares issued and outstanding as of December 31, 2020 and September 30, 2020		33,871		33,871
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and September 30, 2020						-		-
Common stock, $0.001 par value, 125,000,000 shares authorized, 34,505,520 and 33,870,520 shares issued and outstanding as of March 31, 2021 and September 30, 2020						34,506		33,871
Common stock to be issued; 45,000 shares March 31, 2021						45		-
Additional paid in capital						67,320		-
Retained earnings		1,145,715		1,140,976		1,181,838		1,140,976
Total stockholders’ equity		1,179,586		1,174,847		1,283,709		1,174,847
Total liabilities and stockholders’ equity	$	2,167,062	$	2,316,429	$	2,272,316	$	2,316,429

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

2.	Interim Financial Statements and Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information pursuant to Rule 8-03 of Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and six months ended ~~December~~March 31, ~~2020~~2021 may not necessarily be indicative of results that may be expected for any succeeding period or for the entire fiscal year. These consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K as of and for the fiscal years ended September 30, 2020 and 2019 as filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an ongoing basis, and that affect the amounts reported in our unaudited financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to revenue recognition, allowance for doubtful accounts, useful lives and valuation of property and equipment.

There have been no material changes in the Company’s significant accounting policies during the quarter ended ~~December~~March 31, ~~2020~~2021, other than as described below, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2020.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under prior accounting guidance. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. We adopted ASU 2016-02 in the quarter ending December 31, 2019, utilizing the modified retrospective transition method on October 1, 2019. We have elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, (3) initial direct costs for any existing leases as of the adoption date and (4) the application of hindsight when determining lease term and assessing impairment of right-of-use assets. The adoption of the new standard on October 1, 2019, resulted in a lease obligation and related right-of-use asset of approximately $461,740. The impact on the statement of operations was not material.

The recently declared pandemic related to the coronavirus (COVID-19) could adversely impact our future results, especially if our customers are negatively impacted by the decrease in economic activity caused by the virus. If our customers fail to reach budgeted revenue projections and reduce their expenditures proportionally, we could experience lower than expected growth in revenue or lower overall revenue. We could also experience delays or declines in revenue and new business and or implementations of marketing campaigns if customers or potential customers delay or cancel their plans due to the economic slowdown caused by the virus. Additionally, our operations could be impacted, and we could experience higher costs if, despite our mitigation and prevention efforts, the virus spread prevents affected employees from performing key duties.

3.	Related Party Transactions

On January 3, 2012, we entered into a perpetual license agreement (the “Perpetual License”) with Mastermind Marketing, Inc. (the “Licensor”), which provides for licenses of trademarks, internet domains, and certain intellectual property as defined in the Perpetual License. The Licensor is one of our stockholders and its chief executive officer. The Perpetual License, which may be terminated at any time by either party, is effective January 3, 2012 and provides for aggregate payments of $2,170,000 over the calendar years from 2019 through 2039 with no further payments required after December 31, 2039. ~~During the three months ended December 30, 2020 and 2019, the~~The Company recorded expenses related to the license of $15,000 and $30,000, for the three and six months ended March 31, 2021, respectively, and $15,000 and $30,000 for the three and six months ended March 31, 2020, respectively. As of ~~December~~March 31, ~~2020,~~2021, and September 30, 2020, there were no license fee payments required or payable.

On January 3, 2014, we entered into a commercial lease agreement (the “Lease”) with 1450 West Peachtree, LLC, a Georgia limited liability company (the “Landlord”), for the lease of our corporate facility in Atlanta, Georgia. In connection with the Lease, we have entered into a sublease agreement which provides for the sublease of 9,000 square feet of the total 15,000 of the demised property. The sublessor is not a related party. The manager of the Landlord is also our chief executive officer. The term of the lease is 10 years from the date of the agreement and provides for monthly rent and payment of operating expenses on a triple-net basis. In satisfaction of our obligation to the Landlord pursuant to the Lease, we made lease payments, net of payments made by the sublessee, of $30,000 and ~~$30,000~~$60,000 during the three and six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

During the three and six months ended ~~December~~March 31, ~~2020 and 2019,~~2021, we made payments to our Majority Stockholders pursuant to the terms of an operating agreement, as amended, for services rendered to us in the aggregate amount of $150,225 and ~~$250,225,~~$300,450, respectively. During the three and six months ended March 31, 2020, the payments were $160,225 and $410,450, respectively. As of ~~December~~March 31, ~~2020,~~2021, and September 30, 2020, we owed $100,000 to our three majority stockholders for consulting services. The amounts are included in accounts payable and accrued expenses, related parties on the condensed consolidated balance sheets herein.

4.	Property and Equipment

Property and equipment consist of the following:

	December 31,			September 30,			March 31,			September 30,
	2020			2020			2021			2020
Furniture, fixtures and office equipment	$	134,944		$	130,598		$	137,764		$	130,598
Leasehold improvements		73,795			73,795			73,795			73,795
Property and equipment, gross		208,739			204,393			211,559			204,393
Less: accumulated depreciation		(144,432	)		(138,565	)		(149,622	)		(138,565	)
Property and equipment, net	$	64,307		$	65,828		$	61,937		$	65,828

Depreciation expense for the ~~three~~six months ended ~~December~~March 31, 2021 and 2020 was $11,057 and ~~2019 was $5,867 and $7,231,~~$13,865, respectively.

5.	Licensing Agreements

On January 3, 2012, we entered into a perpetual license agreement (the “Perpetual License”) with Mastermind Marketing, Inc. (the “Licensor”), which provides for licenses of trademarks, internet domains, and certain intellectual property as defined in the Perpetual License. The Licensor is one of our members and its chief executive officer is also our chief executive officer. The Perpetual License, which may be terminated at any time by either party, is effective January 3, 2012 and provides for aggregate payments of $2,100,000 over the calendar years from 2019 through 2039 with no further payments required after December 31, 2039. The Company has recorded expenses of $15,000 and ~~$15,000~~$30,000 for the three and six months ended ~~December~~March 31, ~~2020,~~2021, respectively, and ~~2019,~~$15,000 and $30,000 for the three and six months ended March 31, 2020, respectively. Included in prepaid expenses as of ~~December~~March 31, ~~2020~~2021 and September 30, 2020, is $45,000 and $15,000, respectively, of which $15,000 will be expensed per quarter from the dates thereof.

In consideration for the Perpetual License, we agreed to pay the following fees through fiscal year 2040 (calendar year 2039):

Period ending	Amount		Amount
Nine months ending fiscal year September 30, 2021	$	60,000
Fiscal year ending September 30, 2022			$	60,000
Fiscal year ending September 30, 2022		60,000		60,000
Fiscal year ending September 30, 2023		60,000		60,000
Fiscal year ending September 30, 2024		60,000		60,000
Fiscal year ending September 30, 2025		60,000		60,000
Thereafter		1,680,000		1,620,000
	$	1,980,000	$	1,920,000

6.	Notes ~~Payable~~-Payable- PPP loan

In April 2020, the Company received a loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as administered by the U.S. Small Business Administration (the “SBA”). The loan is in the principal amount of $301,750 (the “PPP Loan”).

The PPP Loan matures on the two-year anniversary of the funding date and bears interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence after the six-month anniversary of the funding date. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges.

All or a portion of the PPP Loan may be forgiven by the SBA and the Lender upon application by the Company. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the eight-week period or twenty-four week period beginning on the funding date of the PPP Loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced in certain cases if full-time equivalent headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. Although the Company currently believes that its use of the PPP Loan will meet the conditions for forgiveness of the loan, the Company cannot assure that the PPP Loan will be forgiven, in whole or in part.

7.	Commitments and Contingencies

On January 3, 2014, we entered into a commercial lease agreement (the “Lease”) with 1450 West Peachtree, LLC, a Georgia limited liability company (the “Landlord”), for the lease of our corporate facility in Atlanta, Georgia. The manager of the Landlord is also our chief executive officer. The term of the lease is 10 years from the date of the agreement and provides for monthly rent and payment of operating expenses on a triple-net basis. The monthly rent terms of the lease have been altered by the landlord due to another tenant occupying space the Company verbally agreed to allow the landlord to remove from the space available to the company. During the three and six months ended ~~December~~March 31, ~~2020 and 2019,~~2021, we made lease payments of $30,000 and ~~$120,000,~~$60,000, respectively, and for three and six months ended March 31, 2020, we made lease payments of $30,000 and $60,000, respectively, in satisfaction of our obligation pursuant to the Lease.

The Lease provides for the following total lease commitments pursuant to the Lease and we have also provided our expected portion of the lease commitments based on the updated verbal agreement with the landlord:

	Total Lease Commitment		Expected Lease Commitment
Nine months ending fiscal year September 30, 2021	$	265,500	$	90,000
Period					Total Lease Commitment		Expected Lease Commitment
Six months ending fiscal year September 30, 2021					$	177,000	$	60,000
Fiscal year ending September 30, 2022		363,000		120,000		363,000		120,000
Fiscal year ending September 30, 2023		384,000		120,000		384,000		120,000
Fiscal year ending September 30, 2024		97,500		30,000		97,500		30,000
	$	1,110,000	$	360,000	$	1,021,500	$	330,000

We are not a party to any legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material effect on our financial position or results of operations.

8.8.	Income Taxes

We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

There were no unrecognized tax benefits at ~~December~~March 31, ~~2020~~2021 and September 30, 2020. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the periods presented. We have determined we have no uncertain tax positions.

9.9.	~~Stockholders’~~Stockholders’ Equity

Preferred Stock

As of ~~December~~March 31, ~~2020,~~2021, and September 30, 2020, we were authorized to issue a total 1,000,000 shares of preferred stock. There were no shares of Preferred Stock issued or outstanding as of ~~December~~March 31, ~~2020~~2021 and September 30, 2020.

Common Stock

As of ~~December~~March 31, ~~2020,~~2021, and September 30, 2020, we were authorized to issue a total of 125,000,000 shares of common stock. During the six months ended March 31, 2021, the Company issued in the aggregate 635,000 shares of restricted common stock to three consultants. As of March 31, 2021, and September 30, 2020, there were 34,505,520 and 33,870,520 shares of common stock issued and ~~outstanding.~~outstanding, respectively.

Dividends

During the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019,~~2020, there were no dividends declared or paid.

Common Stock Options

As of ~~December~~March 31, ~~2020,~~2021, and September 30, 2020, there were fully-vested, non-qualified stock options exercisable by our former chief executive officer and sole director into 525,667 shares of our common stock at an exercise price of $0.15 per share. There were no stock options exercised or issued during the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021 and ~~December 31,~~ 2019.

A 2018 Equity Incentive Plan consisting of four million (4,000,000) shares of Common Stock was also adopted by written consent of holders of 85% of the voting securities. No options or shares have been issued under this plan as of ~~December~~March 31, ~~2020~~2021 and September 30, 2020.

This quarterly report on Form 10-Q contains certain statements that are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or using other similar expressions.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this quarterly report on Form 10-Q. For example, we may encounter competitive, technological, financial and business challenges making it more difficult than expected to continue to develop and market our products; the market may not accept our existing and future products; we may not be able to retain our customers; we may be unable to retain existing key management personnel; and there may be other material adverse changes in our operations or business. Certain important factors affecting the forward-looking statements made herein also include, but are not limited to (i) continued downward pricing pressures in our targeted markets, (ii) the continued acquisition of our customers by certain of our competitors, and (iii) continued periods of net losses, which could require us to find additional sources of financing to fund operations, implement our financial and business strategies, meet anticipated capital expenditures and fund research and development costs. In addition, assumptions relating to budgeting, marketing, product development and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our marketing, capital expenditure or other budgets, which may in turn affect our financial position and results of operations. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof. We assume no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise except as required by law. For further information, you are encouraged to review our filings with the Securities and Exchange Commission (“SEC”), including our Current Report on Form 8-K, as filed with the SEC on February 22, 2018, as amended on April 20, 2018, and risk factors as discussed therein under Item 2.01.

Mastermind, Inc. is a digital marketing agency that plans, executes and analyzes digital marketing initiatives for clients in numerous industries including Fashion, Automotive, Spirits & Beer, Business-to-business, Consumer Electronics, Banking & Financial Services, Consumer Packaged Goods, Food & Beverage, Healthcare, Home Improvement, Restaurants, Retail, Technology, and Communications. Mastermind offers a unique approach to digital and social marketing called Involvement Marketing (IM). IM is aimed at involving more people with each clients' brand in ways that inspire them to take an action (e.g.- becoming aware of the brand, trying it, purchasing more of it, and/or even becoming an advocate for the brand through social media). Mastermind's Involvement Marketing initiatives encompass any one, or combination of tactics including Content Marketing, Digital/Mobile Marketing, Influencer Marketing, Social Marketing & Community Management, Promotion Marketing, Digital/Social Issues Management, UX Analytics & Digital Intelligence, and Augmented Reality Marketing.

Mastermind has assembled a team of highly experienced, cross-functional marketing experts to develop and execute Involvement Marketing initiatives (see key executive bios below). These experts have extensive backgrounds in digital/social marketing & media, content development, influencer marketing, promotion, digital contingency communications & PR, research, strategy, creative message development, and analytics. Mastermind has also developed a disciplined approach to Involvement Marketing that ensures the right tactic(s) is employed to best achieve the objective and that it is executed flawlessly. The team is led by our senior executives described in our 10-K as of and for the fiscal year ended September 30, 2020.

Mastermind has worked with some of the widely recognized brands in in dozens of industries. While the agency does not have a client in every industry currently, its experience provides the confidence of potential major clients to consider hiring Mastermind. Mastermind works with clients on both a project-basis and ongoing services basis. Mastermind is developing innovative marketing technology initiatives with the potential to drive more interest from potential clients in the next few years. Our senior executives Daniel Dodson (CEO), Michael Gelfond (President), and Ricardo Rios (SVP) have developed solid reputations and contacts over their careers that will be instrumental in driving new business (see below for bios on these officers).

Daniel Dodson, CEO and founding partner of Mastermind Marketing in 1984. Under his leadership, Mastermind has grown into a nationally-recognized, award-winning integrated digital marketing agency that ranks at the top of both Ad Age's and Chief Marketer's top agencies. Dan is a renowned expert in Involvement Marketing -- leveraging social, mobile, digital and promotion to get more people involved with the right brand benefits at the right time to drive revenue and deliver measurable ROI. He has been published in numerous trade publications and spoken about Involvement Marketing on dozens of occasions.

Dan has a wealth of experience working with leading brands in almost every industry including 7/11, AT&T, Bank of America, Bayer, BMW, Chase, Chick-fil-A, Ciba Vision, Citi, Coors Brewing Company, The Coca-Cola Company, Dreyer's, ESPN, Fruit-of-the-Loom, Georgia Pacific, Hanes, Harley-Davidson, Harman, The Home Depot, Johnson & Johnson, Kodak, Kroger, Macy's, Mazda, MTV, Nabisco, NBC, Nestle, Roche, Saks 5th Avenue, Sears, Sharp Electronics, Shell, UPS, Valvoline, Verizon, and many others.

Prior to Mastermind, Dan was a certified public accountant at HLB Gross Collins, P.C. where he worked on a variety of manufacturing and service businesses.

Michael Gelfond, President, is recognized leader in digital marketing with a deep experience helping clients drive results for clients.

After graduating from the UGA in 1995 Gelfond started his career with iXL, one of the first global digital agencies. After a successful IPO, Mike and other colleagues saw an opportunity to spin-off the Atlanta operations private and launched Creative Digital Group in 2002. After building Creative Digital into one of the Southeast’s fastest-growing interactive agencies, they were acquired by LBi, the world’s premier independent global digital agency, in 2007. After pioneering this successful venture, Gelfond left LBi in the summer of 2010 and joined Mastermind Marketing, the Southeast’s leading social, mobile, digital and promotion agency as EVP and Partner.

During his career Mike has helped guide some of the world’s most well-known brands such as ATT, Bayer, Coca-Cola, ING, Pebble Beach Resorts, Roche, The Home Depot and The NFL Network, to name a few. He is a frequent speaker and contributor to National and Southeast TV, radio and print on all matters digital. In 2010, Mike was a recipient of Atlanta Business Chronicle’s 40 Under 40 award.

Ricardo Rios, Senior VP, has been with Mastermind for 3 years. He is results-driven, versatile traditional and digital marketing executive with a strong business background and 19 years of agency and client-side experience with clients including Citi, Harley-Davidson, PayPal, The Home Depot, Exxon, and others.

Prior to Mastermind, Ricardo was Vice President of Digital Marketing for Citi Retail Services, a division of Citigroup.

During his time at Citi, he successfully built out a digital consultancy function that provided key marketing services to Citi’s retail partners including The Home Depot, Macy’s, Best Buy, Staples and other major retailers. He started his career with an Agency start-up and was recognized as part of the “Top 25 WSI Consultant Earners List” from a network of over 1500 digital marketing consultants worldwide.

Ryan Wofford, VP Strategy, leads strategic planning for Mastermind across a variety of disciplines, including brand strategy and communications, UX, analytics, as well as social and digital strategy. He has been with Mastermind for almost 4 years and is a seasoned strategic marketing leader with two decades of experience, delivering conversions and measurable results for Fortune 500 global companies and small businesses alike. Ryan has developed and executed marketing strategies to help clients achieve business goals and communication objectives through digital execution that increased sales pipelines and conversions, strengthened brand awareness and loyalty, and positioned companies as thought leaders within their industries.

Ryan has lead development of social and key event activation strategies and executions for clients like Bayer Crop Science's corporate and marketing communications groups for the past two years. In addition to the always-on social strategy, key campaigns he has helped lead include Feed A Bee, Thankful 4 Ag, Citrus Matters and more. Ryan also leads social media strategic planning for Bayer’s Animal Health division in the US, which includes their key social campaigns like Share for Shelters, and PAWS – these campaigns help raise awareness of the lack of domestic abuse shelters that can accept survivors of domestic abuse and their pets.

Our significant accounting policies are described in Note 2 to the financial statements which are included in our Annual Report on Form 10-K as of and for the fiscal years ended September 30, 2020 and 2019. Our discussion and analysis of our financial condition and results of operations are based upon these financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the past, actual results have not been materially different from our estimates. However, results may differ from these estimates under different assumptions or conditions.

Three Months Ended ~~December~~March 31, ~~2020~~ 2021vs. ~~December~~March 31, ~~2019~~2020

Revenues for the three months ended ~~December~~March 31, ~~2020~~2021 were ~~$1,077,159~~$932,753 as compared with ~~$1,066,287~~$947,846 for the comparable prior year period, ~~an increase~~a decrease of ~~$10,872~~$15,093 or 1%1.6%. The ~~increase~~decrease is attributable to the timing of project work being completed. These fluctuations in work accomplished for revenue recognition are normal occurrences in our business.

Gross profit for the three months ended ~~December~~March 31, ~~2020~~2021 was ~~$511,857~~$628,853 or ~~47.5%~~67.4% of revenues, compared with ~~$661,655~~$578,480 or ~~62.1%~~61% of revenues, for the comparable prior year period. The ~~decrease~~increase in gross profit dollars and gross margin percentage is primarily due to the timing of outside direct costs associated with revenue being realized projects. Direct cost includes expenses for ~~things like~~ media, sponsorship fees, etc.

General and administrative expenses for the three months ended ~~December~~March 31, ~~2020~~2021 were ~~$505,358~~$579,937 as compared with ~~$579,060~~$462,492 for the comparable prior year period, an increase of $117,445 or 25.4%. Over half of this increase ($65,500) is due to stock- based compensation for shares issued to outside consultants for investor relations services and mergers and acquisitions consulting. Taxes and Licenses also increased $32,277.

Other income, net for the three months ended March 31, 2021 was $195 as compared to $199 for the comparable prior year period.

Revenues for the six months ended March 31, 2021 were $2,009,912 as compared with $2,014,133 for the comparable prior year period, a decrease of ~~$73,702~~$4,221 or ~~12.7%~~0.2%. ~~This~~The decrease is attributable to the timing of project work being completed. These fluctuations in work accomplished for revenue recognition are normal occurrences in our business.

Gross profit for the six months ended March 31, 2021 was $1,140,710 or 56.8% of revenues, compared with $1,240,135 or 61.6% of revenues, for the comparable prior year period. The decrease in gross profit dollars and the gross margin percentage is primarily due to the timing of outside direct costs associated with revenue being realized projects. Direct cost includes expenses for media, sponsorship fees, etc.

General and administrative expenses for the six months ended March 31, 2021 were $1,085,295 as compared with $1,041,552 for the comparable prior year period, an increase of $43,743 or 4.2%. Our general and administrative expenses increased primarily as a result ~~in the reduction~~ of ~~personnel costs (employees, contractors,~~$65,500 for stock-based compensation expenses related to shares issued to consultants. This increase was partially offset by reduced general and ~~management consulting).~~administrative costs.

Other income, net, for the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021 was ~~$393 as~~$588, compared to other expenses, net of ~~with $9,707~~$9,508 for the comparable prior year period. The ~~three months ended December 31, 2019, included~~prior year expenses were primarily related to ~~potential~~ merger and acquisitions ~~that were not incurred in the current period.~~or related activities, and minimal losses on disposal of equipment as well as minimal interest income.

As of ~~December~~March 31, ~~2020,~~2021, we had cash of ~~$432,216,~~$470,884, a decrease of ~~$375,046~~$336,378 when compared with a balance of $807,262 as of September 30, 2020.

During the ~~three~~six months ended ~~December~~March 31, ~~2020,~~2021, we ~~had net cash of $370,700~~ used $329,212 in operating activities as compared with net cash ~~of $394,377 used in~~provided by operating activities of $45,344 for the comparable prior year period. Our uses of cash for operating activities have primarily consisted of salaries and wages for our employees; costs incurred in connection with performance on client projects; facility and facility-related costs, material and professional fees. The sources of our cash flows from operating activities have consisted primarily of payments received from clients in connection with the performance on contractually agreed-upon projects. Net cash flows from operating activities for the current year were a result of the net income, stock compensation expense and depreciation expense offset by changes in current assets and liabilities of ~~$381,306.~~$446,630.

During the ~~three~~six months ended ~~December~~March 31, ~~2019,~~2020, net cash provided by operations of $45,344 was a result of our net income and depreciation expenses, partially offset by the changes in current assets and liabilities of $112,803.

During the six months ended March 31, 2021, we had net cash of $394,377 used by operating activities. Our uses of cash for operating activities have primarily consisted of salaries and wages for our employees; costs incurred in connection with performance on client projects; facility and facility-related costs, material and professional fees. The sources of our cash flows from operating activities have consisted primarily of payments received from clients in connection with the performance on contractually agreed-upon projects.

~~During the three months ended December 31, 2020, we had net cash of $4,346~~$7,166 used in investing activities as compared ~~with net cash of $1,534 used in investing activities~~to $5,241 for the comparable prior year period. The net cash outflows during the ~~three~~six months ended ~~December~~March 31, ~~2020,~~2021, and ~~2019~~2020 are a result of the purchase of computers and office equipment.

During the ~~three~~six months ended ~~December~~March 31, ~~2020,~~2021, and ~~2019,~~2020, the Company did not have any cash flow activity from financing activities.

The ability to attract additional capital investments for more rapid expansion in the future will depend on many factors, including the availability of credit, rate of revenue growth, ability to acquire new client opportunities, the timing of new service product introductions and enhancements to existing services/products, and the opportunities to acquire complimentary businesses that may be made available to us from time-to-time. We believe that as of ~~June 30, 2020~~March 31, 2021, our cash position and cash flows from our ~~fiscal 2020~~ operations will be sufficient to fund our working capital and planned strategic activities, excluding acquisitions, if any, for at least the next twelve months.

Any potential future sale of equity or debt securities may result in dilution to our stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, or at all. If we are required to raise additional financing, but are unable to obtain such financing, we may be required to delay, reduce the scope of, or eliminate one or more aspects of our operations or business development activities.

The recently declared pandemic related to the coronavirus could adversely impact our liquidity and capital resources, especially if our customers are negatively impacted by the decrease in economic activity caused by the virus. If our customers fail to reach budgeted revenue projections and reduce their expenditures proportionally, we could experience lower than expected growth in revenue or lower overall revenue. We could also experience delays or declines in revenue and new business and or implementations of marketing campaigns if customers or potential customers delay or cancel their plans due to the economic slowdown caused by the virus. Additionally, our operations could be impacted, and we could experience higher costs if, despite our mitigation and prevention efforts, the virus spread prevents affected employees from performing key duties.

As of ~~December~~March 31, ~~2020,~~2021, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Based on an evaluation under the supervision and with the participation of our management, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of ~~December~~March 31, ~~2020~~2021, to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our management concluded that, as of ~~December~~March 31, ~~2020,~~2021, our internal control over financial reporting was not effective due to (i) insufficient segregation of duties in the finance and accounting functions due to limited personnel; and (ii) inadequate corporate governance policies. In the future, subject to working capital limitations, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

With the exception of risk factors disclosed in Item 8.01 of our Form 8-K as filed with the Securities and Exchange Commission on April 15, 2020, there have not been any material changes from the risk factors previously disclosed under Item 2.01 of our Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 22, 2018, as amended on April 20, 2018.

The risk factor disclosed in Item 8.01 of our Form 8-K as filed with the Securities and Exchange Commission on April 15, 2020 was as follows:

A pandemic, epidemic or outbreak of an infectious disease in the markets in which we operate or that otherwise impacts our employees, facilities, or advisors could adversely impact our business and financial reporting process.

~~None.~~On January 4, 2021, the Company issued 235,000 shares of common stock pursuant to a consulting agreement.

On January 4, 2021, the Company issued 100,000 shares of common stock pursuant to a consulting agreement.

On January 4, 2021, the Company issued 300,000 shares of common stock pursuant to a consulting agreement.

The Company issued the foregoing securities in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors and the transactions did not involve a public offering.

** Filed with this report in accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subjected to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Pursuant to the requirements 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.

		Page
Part I	Financial Information

Item 1	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets at ~~December~~March 31, ~~2020~~2021 and September 30, 2020	3
	Condensed Consolidated Statements of Operations for the three and six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019~~2020	4
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019~~2020	5
	Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019~~2020	6
	Notes to Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4	Controls and Procedures	16

Part II	Other Information

Item 1	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3	Defaults Upon Senior Securities	18 17
Item 4	Mine Safety Disclosures	1817
Item 5	Other Information	1817
Item 6	Exhibits	1817

Signatures		1918

	Three Months Ended December 31,
	2020		2019			Three months ended March 31,				Six months ended March 31,
						2021		2020		2021		2020
Revenues	$	1,077,159	$	1,066,287		$	932,753	$	947,846	$	2,009,912	$	2,014,133
Cost of revenues		565,302		404,632			303,900		369,366		869,202		773,998
Gross Profit		511,857		661,655			628,853		578,480		1,140,710		1,240,135

Operating Expenses:
General and administrative		505,358		579,060			579,937		462,492		1,085,295		1,041,552
Total operating expenses		505,358		579,060			579,937		462,492		1,085,295		1,041,552
Income from operations		6,499		82,595			48,916		115,988		55,415		198,583

Other Income (Expense), Net:
Loss on disposal		-		(660	)
Merger and acquisition expense		-		(9,445	)
Interest income, net		393		398
Interest income							195		199		588		597
Loss on disposal of equipment							-		-		-		(660	)
Other expense							-		-		-		(9,445	)
Total other income (expense), net		393		(9,707	)		195		199		588		(9,508	)

Net income before provision for income taxes		6,892		72,888			49,111		116,187		56,003		189,075
Provision for income taxes		2,153		23,414			12,988		22,039		15,141		45,453
Net income	$	4,739	$	49,474
Net Income						$	36,123	$	94,148	$	40,862	$	143,622

Net income per common share:
Basic	$	0.00	$	0.00		$	0.00	$	0.00	$	0.00	$	0.00
Diluted	$	0.00	$	0.00		$	0.00	$	0.00	$	0.00	$	0.00

Weighted average common shares outstanding:
Basic		33,870,520		33,870,520			34,477,298		33,870,520		34,170,575		33,870,520
Diluted		33,870,520		33,870,520			34,477,298		33,870,520		34,170,575		33,870,520

									Common Stock				Common Stock to be issued				Additional
									Shares		Amount		Shares		Amount		Paid in Capital		Retained Earnings		Total Equity
Balance at September 30, 2020										33,870,520	$	33,871		-	$	-	$	-	$	1,140,976	$	1,174,847

Net income										-		-		-		-		-		4,739		4,739
Balance at December 31, 2020										33,870,520		33,871		-		-		-		1,145,715		1,179,586

Shares of common stock issued and to be issued for services										635,000		635		45,000		45		67,320		-		68,000

Net income										-		-		-		-		-		36,123		36,123
Balance March 31, 2021										34,505,520	$	34,506		45,000	$	45	$	67,320	$	1,181,838	$	1,283,709



	Common Stock
	Shares		Amount		Retained Earnings		Total Equity
Balance at September 30, 2019		33,870,520	$	33,871	$	999,803	$	1,033,674		33,870,520	$	33,871		-	$	-	$	-	$	999,803	$	1,033,674
Net income						49,474		49,474		-		-								49,474		49,474
Balance at December 31, 2019		33,870,520	$	33,871	$	1,049,277	$	1,083,148		33,870,520		33,871		-		-		-		1,049,277		1,083,148
Net income										-		-		-		-		-		94,148		94,148
Balance March 31, 2020										33,870,520	$	33,871		-	$	-	$	-	$	1,143,425	$	1,177,296

	Three Months Ended December 31,						Six Months Ended March 31,
	2020			2019			2021			2020
Cash flows from operating activities:
Net income	$	4,739		$	49,474		$	40,862		$	143,622
Adjustments to reconcile net income to net cash flows from operating activities:
Stock compensation expense								65,500			-
Depreciation		5,867			7,231			11,057			13,865
Loss on disposal of equipment		-			660			-			660
Changes in assets and liabilities:
Accounts receivable		139,874			(487,935	)		267,615			27,527
Unbilled receivables		(370,636	)		48,472			(637,878	)		(71,402	)
Prepaid expenses and other current assets		(21,448	)		(74,110	)		26,061			(70,282	)
Accounts payable and accrued expenses		(48,709	)		(16,923	)		(35,120	)		(3,065	)
Unearned revenues		(82,450	)		55,340			(82,450	)		(9,886	)
Deferred tax liabilities		2,153			23,414			15,141			14,305
Net cash flows used in operating activities		(370,700	)		(394,377	)
Net cash flows provided by (used in) operating activities								(329,212	)		45,344

Cash flows from investing activities:
Purchases of property and equipment		(4,346	)		(1,534	)		(7,166	)		(5,241	)
Net cash flows used in investing activities		(4,346	)		(1,534	)		(7,166	)		(5,241	)

Net change in cash and cash equivalents		(375,046	)		(395,911	)		(336,378	)		40,103
Cash and cash equivalents at beginning of period		807,262			742,173			807,262			742,173
Cash and cash equivalents at end of period	$	432,216		$	346,262		$	470,884		$	782,276

Supplemental disclosure of cash flow information:
Income taxes paid	$	-		$	-		$	-		$	-
Interest paid	$	-		$	-		$	-		$	-

Exhibit No.	Description
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive, Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definitions
101.LAB**	XBRL Taxonomy Extension Label
101.PRE**	XBRL Taxonomy Extension Presentation

Mastermind, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)