8-K/A - FGCO - Equibles

UNITED STATES SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest eventreported): May 21, 2020

FinancialGravity Companies, Inc. –

(Exact name of registrant as specifiedin its charter)

Nevada –

(State or other jurisdiction of incorporation)

333-144504–	20-4057712 –
(Commission File Number)	(IRS Employer Identification No.)

12600 Hill Country Blvd., Suite R-275,Bee Cave, Texas 78738

(Address of principal executive offices) (ZipCode)

Registrant’s telephone number,including area code: (800) 588-3893

800 N. Watters Rd., Suite 150, Allen,Texas 75013 .

Former name or former address, if changedsince last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Explanatory Note

This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Financial Gravity Companies, Inc. (the “Company”) on May 29, 2020 (the “Original 8-K”). Pursuant to an Agreement and Plan of Merger dated September 30, 2019 (as amended), by and among the Company, its subsidiary FG Newco, Inc. (“FG Newco”), and Forta Financial Group, Inc. (“FFGI”), FG Newco merged with and into FFGI, with FFGI remaining as the surviving corporation.

This Amendment No. 1 amends Item 9.01 of the Original 8-K to include the financial statements of FFGI and the pro forma financial information, which were not previously filed with the Original 8-K. Except as stated in this Explanatory Note, no other information contained in the Original 8-K is changed.

Item 9.01. FinancialStatements and Exhibits.

(a) Financial statements of businesses acquired

The financial statements for FFGI required under Item 9.01(a) of Form 8-K are attached as Exhibits 99.4 to this Amendment No. 1.

(b) Pro forma financial information

The pro forma financial information required under Item 9.01(b) of Form 8-K is attached as Exhibit 99.5 to this Amendment No. 1.

(d) Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger entered into as of September 30, 2019, by and among Financial Gravity Companies, Inc., a Nevada corporation, Presidential Brokerage, Inc., a California corporation, and Financial Gravity Wealth, Inc., a Texas corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 29, 2020).
2.2	Second Amendment to Agreement and Plan of Merger entered into as of May 14, 2020, by and among Financial Gravity Companies, Inc., a Nevada corporation, Forta Financial Group, Inc. (formerly named Presidential Brokerage, Inc.), a California corporation, and Sofos Investments, Inc. (formerly named Financial Gravity Wealth, Inc.), a Texas corporation (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on May 29, 2020).
99.1	The Company’s<br> historical audited financial statements and accompanying notes as of and for (i) the<br> year ended September 30, 2019, included in the Company’s Annual Report on Form 10-K, filed with the Securities<br> Exchange Commission (the “SEC”) on January 13, 2020, and (ii) the<br> year ended September 30, 2018, included in the Company’s Annual Report on Form 10-K filed with the SEC on January<br> 15, 2019.
99.2	The Company’s<br> historical unaudited financial statements and accompanying notes as of and for (i) the<br> six months ended March 31, 2020, included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC<br> on May 29, 2020, and (ii) the<br> six months ended March 31, 2019, filed with the SEC on May 14, 2019.
99.3*	Forta’s<br> audited financial statements and accountants’ report for the fiscal years ended December 31, 2018 and September 30,<br> 2019.
99.4*	Forta’s<br> unaudited condensed financial statements for the nine months ended June 30, 2020
99.5*	Unaudited<br> Pro Forma Condensed Combined Financial Statements of the Company And Subsidiaries For The Nine Months Ended June 30, 2020<br> and the fiscal year ended September 30, 2019.

* Filed herewith

| 2 |

| --- |

SIGNATURE

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 hereunto duly authorized.

Financial Gravity Companies, Inc.
(Registrant)
By:	/s/Scott Winters
	Name:	Scott Winters
	Title:	Chief Executive Officer

| 3 |

| --- |

Exhibit 99.3

PRESIDENTIAL BROKERAGE, INC.

Report of Independent Registered Public Accounting Firm

on Financial Statements and Supplemental

Schedules for the Fiscal Period Ended September 30, 2019

| 1 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	3
Financial Statements
Statement of Financial Condition	4 - 5
Statement of Operations	6
Statement of Stockholders' Equity	7
Statement of Cash Flows	8
Notes to Financial Statements	9- 13
Supplemental Information	14
Report of Independent Registered Public Accounting Firm on Exemption Report	15
Independent Accountants' Agreed Upon Procedures Report on Schedule of Assessment and Payments (SIPC-7)	16

| 2 |

| --- |

HARDINGAND HITTESDORF, P.C.

Certified Public Accountants

650 S. Cherry Street, Suite 1050

Denver, Colorado 80246

(303) 393-0888

FAX (303) 893-0894

www.hhcpafirm.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

of Presidential Brokerage, Inc.

Greenwood Village, Colorado

Opinionon the Financial Statements

We have audited the accompanying statement of financial condition of Presidential Brokerage, Inc. (an S-Corporation) as of September 30, 2019, the related statements of operations, changes in shareholders' equity, and cash flows for the period of January 1, 2019 through September 30, 2019, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of Presidential Brokerage, Inc. as of September 30, 2019, and the results of its operations and its cash flows for the period January 1, 2019 through September 30, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basisfor Opinion

These financial statements are the responsibility of Presidential Brokerage, Inc.'s management. Our responsibility is to express an opinion on Presidential Brokerage, Inc.'s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United. States) (PCAOB) and are required to be independent with respect to Presidential Brokerage, 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 audit 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. 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 include 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 financial statements. We believe that our audit provides a reasonable basis for our opinion.

Auditor's Report on Supplemental Information

The supplementary information contained in Schedules I and II has been subjected to audit procedures performed in conjunction with the audit of Presidential Brokerage, Inc.'s financial statements. The supplementary information is the responsibility of Presidential Brokerage, Inc.'s management. Our audit procedures included determining whether the supplementary information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplementary information. In forming our opinion on the supplementary information, we evaluated whether the supplementary information, including its form and content, is presented in conformity with 17 C.F.R. Section 240.17a-5. In our opinion, the supplementary information contained in Schedules I and II is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Harding& Hittesdorf, P.C.

HARDING AND HITTESDORF, P.C.

Certified Public Accountants

We have served as Presidential Brokerage, Inc.'s auditor since 2009.

Denver, Colorado

November 29, 2019

| 3 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF FINANCIAL CONDITION

SEPTEMBER 30, 2019

ASSETS

Cash and cash equivalents	224,137
Due from clearing house	38,052
Accrued revenue	21,017
Payroll Advances	2,500
Prepaid Expenses	39,215
Office equipment, furniture and leasehold improvements, at cost, less accumulated depreciation of 318,856	4,900
Clearing deposit	100,434
Deposit	38,995
Operating Lease Right of Use Asset	678,779
TOTAL ASSETS	1,148,030

All values are in US Dollars.

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

| 4 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF FINANCIAL CONDITION

SEPTEMBER 30, 2019

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable	22,578
Accrued expenses	17,139
Accrued contingent liability	71,975
Commissions payable	71,999
Operating Lease liabilities	678,778
TOTAL LIABILITIES	862,469
COMMITMENT (Note 4)
STOCKHOLDERS' EQUITY:
Common stock, at a stated value of 0.05 per share; authorized 10,000,000 shares, 6,971,874 shares issued and outstanding	354,343
Treasury Stock	(1,001	)
Additional paid in capital	921,193
Retained deficit	(988,975	)
TOTAL STOCKHOLDERS' EQUITY	285,560
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,148,030

All values are in US Dollars.

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

| 5 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD JANUARY 1, 2019 - SEPTEMBER 30, 2019

REVENUES:
Total services	$	2,714,247
TOTAL REVENUE		2,714,247
OPERATING EXPENSES:
Salaries and commissions		1,521,544
Rent		306,481
Advertising		126,355
Payroll and other taxes		111,995
Other operating		164,042
Office expense		4,470
Insurance		65,699
Outside services		110,005
Brokerage charges		151,075
Telephone		37,312
Registration fees		31,113
Client costs		32,001
Travel and entertainment		46,698
Depreciation		8,194
TOTAL EXPENSES		2,716,982
NET LOSS	$	(2,735	)

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

| 6 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

	Common Stock				Treasury Stock							Retained
	Shares		Amount		Shares			Amount		Capital		Earnings			Total
BALANCE, JANUARY 1, 2019		6,675,349	$	354,343		–		$	–	$	921,193	$	(986,239	)	$	289,297
Stock repurchase		296,525		–		(296,525	)		51,999		–		–			–
Net loss		–		–					–		–		(2,735	)		(2,735	)
BALANCE,SEPTEMBER 30, 2019		6,971,874	$	354,343		(296,525	)	$	51,999	$	921,193	$	(988,974	)	$	286,562

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

| 7 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF CASH FLOWS

FOR THE PERIOD JANUARY 1, 2019 - SEPTEMBER 30, 2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	(2,735	)
Non-cash items:
Depreciation		8,194
Increase (decrease) in cash resulting from change in:
Due from clearing house		70,702
Prepaid Expenses		(33,799	)
Accrued revenue		122
Accounts payable		(50,961	)
Accrued expenses		45,616
Commissions payable		(52,438	)
NET CASH USED FOR OPERATING ACTIVITIES		(15,299	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of office equipment and leasehold improvements		(13,095	)
Deposit paid		(6,426	)
NET CASH USED FOR INVESTING ACTIVITIES		(19,521	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Treasury Stock Sale and Repurchase		51,999
NET CASH PROVIDED BY FINANCING ACTIVITIES		51,999
NET INCREASE IN CASH AND CASH EQUIVALENTS		17,179
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		206,958
CASH AND CASH EQUIVALENTS, END OF YEAR	$	224,137

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

| 8 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED SEPTEMBER 30, 2019

1.	Summary of Significant Accounting Policies

Organization

Presidential Brokerage, Inc. (an S corporation) (the "Company") was incorporated in the state of California on June 25, 1991. The Company is a registered broker-dealer with the Securities and Exchange Commission ("SEC") and with the Financial Industry Regulatory Authority ("FINRA"). The Company is also a member of the Securities Investor Protection Corporation ("SIPC"). The Company's securities is limited to introducing and forwarding securities on a fully disclosed basis to a carrying broker-dealer. The Company as a matter of policy does not hold funds or securities for customers or owe money or securities to customers.

Cash and Cash Equivalents

Investments with original maturities of three months or less are classified as cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated principally by the straight-line method over a useful life of five to seven years. Leasehold improvements are amortized over the life of the lease. Maintenance and repairs are expensed as incurred. Major betterments are capitalized. The Company takes advantage of Internal Revenue Code Section 179 allowing depreciation write-offs of up to $1,000,000 in year of acquisition. This method of writing off up to $1,000,000 in the year of acquisition is not a generally accepted accounting principle; however, the GAAP calculated depreciation did not vary materially from the tax method considering the financial statements taken as a whole.

Fiscal Year Change

Effective September 30, 2019 the Company changed its fiscal year end from December 31 to September 30. Accordingly, these financial statements represent the period from January 1, 2019 to September 30, 2019.

Income Taxes

The Company, with consent of its shareholders, has elected under the Internal Revenue Code to be an S corporation. In lieu of corporation income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements. However, the Company operates in California which imposes a minimum franchise tax of $800.

The Company records a liability for uncertain tax positions when it is more likely than not that a tax position would not be sustained if examined by the taxing authority. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company's evaluation on September 30, 2019 revealed no uncertain tax positions that would have a material impact on the financial statements. The Company does not believe that any reasonably possible changes will occur within the next twelve months that will have a material impact on the financial statements.

Interest and penalties associated with the Company's tax positions are reflected as interest expense in the financial statements. There were no interest or penalties incurred during the fiscal year ended September 30, 2019.

| 9 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED SEPTEMBER 30, 2019

1.	Summary of Significant Accounting Policies (Continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of temporary cash investments. The Company restricts temporary cash investments to financial institutions with high credit standing. Such temporary cash investments are often in excess of the FDIC insurance limit.

Advertising Costs

Advertising costs are expensed as incurred.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Subsequent Events

Management has evaluated events thorough the auditors' report date, which is the date the financial statements were available to be issued. There were no material subsequent events that required recognition or additional disclosure in these financial statements.

Financial Advisory Services and Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." This ASU, as amended, provides comprehensive guidance on the recognition of revenue from customers arising from transfer of goods and services, guidance on accounting for certain contract costs, and new disclosures. The company adopted this ASU in January 2019 using a modified retrospective approach. The ASU did not have a material impact on the Company's financial condition, results of operations or cash flows for the period ending September 30, 2019.

The Company offers clients a wide range of investment services that includes money management, comprehensive financial planning, and tax planning and preparation. Clients can choose from an array of services that best fits their situation, each having a separate fee structure. The annual fees for Investment Advisory Services for retail clients are based upon a percentage of assets under management and generally range from 0.50% to 2.00%. Some clients have elected to pay commissions in lieu of advisory fees. In those cases, the client does not pay an annual fee for Investment Advisory Services. Generally, fees for Investment Advisory Services are billed quarterly five days before each quarter-end. Fees are calculated based upon the value plus accrued interest.

The Company provides investment advisory services on a daily basis. The Company believes the performance obligation for providing advisory services is satisfied over time because the customer is receiving and consuming the benefits as they are provided by the Company. Fee arrangements are based on a percentage applied to the customer's assets under management. Fees are received quarterly and are recognized as revenue at that time as they relate specifically to the services provided in that period, which are distinct from the services provided in other periods.

| 10 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED SEPTEMBER 30, 2019

1.	Summary of Significant Accounting Policies (Continued)

Brokerage Services and Revenue Recognition

The Company buys and sell securities 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). The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to or from the customer.

2.	Statutory Requirements

Pursuant to Rule 15c3-1 of the Securities Exchange Act of 1934, the Company is required to maintain minimum net capital of $100,000. At September 30, 2019, the Company's net capital was $199,949.

The Company is exempt from certain provisions of Rule 15c3-3 of the Securities Exchange Act of 1934. Such exemption is in accordance with paragraph (k) (2) (ii) of the Rule.

3.	Retirement Plan

The Company provides a 401(k) profit sharing plan which covers substantially all employees. Participating employees may elect to contribute, on a tax-deferred basis, a portion of their compensation in accordance with Section 401(k) of the Internal Revenue Code. The Company does not match contributions.

4.	Commitment and Contingencies

Lease Commitment

The non-cancellable Denver lease expired May 31, 2014. The Company signed a third amendment to a non-cancellable lease effective September, 2013, referred to as an Expansion Lease for additional rentable space through May, 2021. Monthly rent is $27,000.

The Company signed a lease agreement for an executive office in Colorado Springs effective July 2018 for a 6 month term and renewed the lease on January 1, 2019 for 6 months ending on June 30, 2019. It was renewed July 1, 2019 for a 6 month term ending on December 31, 2019. The monthly rent is $875.

The Loveland, Colorado lease was signed in July, 2011. Monthly rent was $7,765. The lease expired on January 31, 2019. The Company signed a sub-lease to relocate the Loveland office effective January 1, 2019 for a 14 month term expiring on February 29, 2020. The monthly rent is $5,363. A new lease was signed starting March 1, 2020 through August 31, 2021 with a monthly rent of $6,426.

| 11 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED SEPTEMBER 30, 2019

4.	Commitment and Contingencies (Continued)

Lease Commitment (Continued)

The Company recognizes and measures its leases in accordance with FASB ASC 842, Leases. The Company is a lessee in two noncancelable operating leases for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use (ROU) asset at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the total value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The ROU asset is subsequently measured throughout the lease term at the amount of the remeasured lease liability (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight-line basis over the lease term.

The Company has elected, for all underlying classes of assets, to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. We recognize lease cost associated with our short-term leases on a straight-line basis over the lease term.

The Company has an obligation as a lessee for office space with initial noncancelable terms in excess of one year. The Company classified this lease as an operating lease. These leases generally contain renewal options for periods ranging from two to five years. Because the Company is not reasonably certain to exercise these renewal options, the optional periods are not included in determining the lease term, and associated payments under these renewal options are excluded from lease payments. The Company's leases do not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contracts include fixed payments. The Company's office space leases require it to make variable payments for the Company's proportionate share of the building's property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred.

The components of lease cost for the year ended September 30, 2019 are as follows:

Operating lease cost	$	289,687
Variable lease cost	$	16,794
Total lease cost	$	306,481

Amounts reported in the consolidated balance sheet as of September 30, 2019 were as follows:

Operating leases:
Operating lease ROU assets	$	678,778
Operating lease liabilities	$	678,778

| 12 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED SEPTEMBER 30, 2019

4.	Commitment and Contingencies (Continued)

Lease Commitment (Continued)

Other information related to leases as of September 30, 2019 was as follows:

Supplemental cash flow information:

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	131,722
ROU assets obtained in exchange for lease obligations:
Operating leases	$	810,500
Reductions to ROU assets resulting from reductions to lease obligations:
Operating leases	$	(131,722	)
Weighted average remaining lease term:
Operating leases		2.5 years
Weighted average discount rate:
Operating leases		0%

Amounts disclosed for ROU assets obtained in exchange for lease obligations and reductions to ROU assets resulting from reductions to lease obligations include amounts added to or reduced from the carrying amount of ROU assets resulting from new leases, lease modifications or reassessments.

Maturities of lease liabilities under noncancelable operating leases as of September 30, 2019 are as follows:

2020	$	398,422
2021		280,356
Total lease liabilities	$	678,778

Contingencies

The Company is from time to time subject to claims and suits arising in the ordinary course of its business. The Company accrues for potential liabilities involved in these matters as they become known and can be reasonably estimated. For the fiscal year ended September 30, 2019, the Company has accrued a liability of $71,975 for potential claims.

5.	Common Stock Issued and Repurchased

During 2019 the firm reissued common shares from Treasury totaling 323,525 to a former employee as a reversal of a repurchase initiated in 2018. Accordingly, a $52,000 note payable to the former employee was also reversed.

During 2019 the firm repurchased shares from one employee. The total number of shares repurchased were 27,000 at a cost of $1 and were place in Treasury in anticipation of future reissuance.

| 13 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

SUPPLEMENTAL SCHEDULE OF COMPUTATION OF NET CAPITAL,

MINIMUM NET CAPITAL REQUIRED, AND AGGREGATE INDEBTEDNESS

SEPTEMBER 30, 2019

COMPUTATION OF NET CAPITAL AND MINIMUM NET CAPITAL REQUIRED

STOCKHOLDERS' EQUITY	$	285,560
DEDUCTIONS:
Non-allowable assets		(85,611	)
NET CAPITAL	$	199,949
MINIMUM NET CAPITAL REQUIRED (greater of 6-2/3% of aggregate indebtedness or $100,000)	$	100,000
AGGREGATE INDEBTEDNESS
TOTAL AGGREGATE INDEBTEDNESS	$	183,691
RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL		91.87

There were no material differences between the above net capital computation and the corresponding computation included in the Company's Form X-17A-5 Part IIA.

| 14 |

| --- |

HARDINGAND HITTESDORF, P.C.

Certified Public Accountants

650 S. Cherry Street, Suite 1050

Denver, Colorado 80246

(303) 393-0888

FAX (303) 393-0894

www.hhcpafirm.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

of Presidential Brokerage, Inc.

We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Presidential Brokerage, Inc. identified the following provisions of 17 C.F.R. § 15c3-3(k) under which Presidential Brokerage, Inc. claimed an exemption from 17 C.F.R. § 240.15c3-3: (k)(2)(ii) (exemption provisions) and (2) Presidential Brokerage, Inc. stated that Presidential Brokerage,. Inc. met the identified exemption provisions throughout the most recent fiscal year without exception. Presidential Brokerage, Inc. 's management is responsible for compliance with the exemption provisions and its statements.

Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Presidential Brokerage, Inc.’s compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934.

/s/ Harding& Hittesdorf, P.C.

HARDING AND HITTESDORF, P.C.

Denver, Colorado

November 29, 2019

| 15 |

| --- |

HARDINGAND HITTESDORF, P.C.

Certified Public Accountants

650 S. Cherry Street, Suite 1050

Denver, Colorado 80246

(303) 393-0888

FAX (303) 393-0894

www.hhcpafirm.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON APPLYING AGREED-UPON PROCEDURES

Board of Directors of Presidential Brokerage, Inc.

We have performed the procedures included in Rule 17a-5(e)(4) under the. Securities Exchange Act of 1934 and in the Securities Investor Protection Corporation (SIPC) Series 600 Rules, which are enumerated below and were agreed to by Presidential Brokerage, Inc. and the SIPC, solely to assist you and SIPC in evaluating Presidential Brokerage, Inc.'s compliance with the applicable instructions of General Assessment Reconciliation (Form SIPC-7) for the period ended September 30, 2019. Presidential Brokerage, Inc.'s management is responsible for its Form SIPC-7 and for its compliance with those requirements. This agreed-upon procedures engagement was conducted in accordance with standards established by the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose Va. which this report has been requested or for any other purpose. The procedures we performed and our findings are as follows:

1.	Compared the listed assessment payments in the Form SIPC-7 with respective<br>cash disbursement records entries, noting no differences;
2.	Compared<br>the Total Revenue amount reported on the Annual Audited Report Form X-17A-5 Part III for the period ended September 30, 2019 with<br>the Total Revenue amount reported in the Form SIPC-7 for the period ended September 30, 2019, noting a $2,766 difference;
---	---
3.	Compared any adjustments reported in the Form S1PC-7 with supporting schedules<br>and working papers, noting a $269 difference;
---	---
4.	Recalculated the arithmetical accuracy of the calculations reflected in<br>the Form SIPC-7 and in the related schedules and working papers supporting the adjustments, noting a $270 difference; and
---	---
5.	Compared the amount of any overpayment applied to the current assessment with the Form SIPC-7<br>on which was originally computed, noting no differences.
---	---

We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on Presidential Brokerage Inc.'s compliance with the applicable instructions of the Form SIPC-7 for the period ended September 30, 2019. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

This report is intended solely for the information and use of Presidential Brokerage, Inc.'s and the SIPC and is not intended to be and should not be used by anyone other than these specified parties.

/s/ Harding& Hittesdorf, P.C.

HARDING AND HITTESDORF, P.C.

Denver, Colorado

November 29, 2019

| 16 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

Report of Independent Registered Public Accounting Firm

on Financial Statements and Supplemental

Schedules for the Year Ended December 31, 2018

| 17 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	19
Financial Statements
Statement of Financial Condition	20 - 21
Statement of Operations	22
Statement of Stockholders' Equity	23
Statement of Changes in Liabilities Subordinated to Claims of Creditors	24
Statement of Cash Flows	25
Notes to Financial Statements	26 - 29
Supplemental Information	30
Computation For Determination of Reserve Requirements For Brokers and Dealers Pursuant to Rule 15c3-3	31
Report of Independent Registered Public Accounting Firm on Exemption Report	32

| 18 |

| --- |

HARDINGAND HITTESDORF, P.C.

Certified Public Accountants

650 S. Cherry Street, Suite 1050

Denver, Colorado 80246

(303) 393-0888

FAX (303) 393-0894

www.hhcpafirm.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Presidential Brokerage, Inc.

Greenwood Village, Colorado

Opinionon the Financial Statements

We have audited the accompanying statement of financial condition of Presidential Brokerage, Inc. (an S-Corporation) as of December 31, 2018, the related statements of operations, changes in stockholders' equity, changes in liabilities subordinated to claims of general creditors, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Presidential Brokerage, Inc. as of December 31, 2018, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basisfor Opinion

These financial statements are the responsibility of Presidential Brokerage, Inc.'s management. Our responsibility is to express an opinion on Presidential Brokerage, Inc.'s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Presidential Brokerage, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCA0B.

Auditor'sReport on Supplemental Information

/s/ Harding& Hittesdorf, P.C.

HARDING AND HITTESDORF, P.C.

Certified Public Accountants

We have served as Presidential Brokerage, Inc.'s auditor since 2009.

Denver, Colorado

February 28, 2019

| 19 |

| --- |

PRESIDENTIAL BROKERAGE, INC

STATEMENT OF FINANCIAL CONDITION

DECEMBER 31, 2018

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	206,958
Due from clearing house		108,754
Accrued revenue		21,139
Prepaid Expenses		5,417
Total Current Assets		342,268
PROPERTY AND EQUIPMENT, at cost
Office equipment and furniture		311,013
Less accumulated depreciation		(311,013	)
Total Property and Equipment		–
OTHER ASSETS:
Clearing deposit		100,434
Deposit		32,569
Total Other Assets		133,003
TOTAL ASSETS	$	475,271

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

| 20 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF FINANCIAL CONDITION

DECEMBER 31, 2018

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	73,539
Accrued expenses	27,148
Accrued contingent liability	22,000
Commissions payable	116,288
Total Current Liabilities	238,975
COMMITMENT (Note 4)
STOCKHOLDERS' EQUITY:
Common stock, at a stated value of 0.05 per share; authorized 10,000,000 shares, 1,764,333 shares issued and outstanding	354,343
Treasury Stock	(53,000	)
Additional paid in capital	921,193
Retained deficit	(986,239	)
Total Stockholders' Equity	236,297
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	475,272

All values are in US Dollars.

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

| 21 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2017

REVENUES:
Total services	$	3,538,748
TOTAL REVENUE		3,538,748
OPERATING EXPENSES:
Salaries and commissions		2,575,119
Rent		539,710
Advertising		194,668
Payroll and other taxes		183,073
Other operating		75,094
Office expense		73,339
Insurance		92,194
Outside services		83,945
Brokerage charges		123,338
Telephone		42,188
Registration fees		53,221
Client costs		5,030
Travel and entertainment		37,351
Depreciation		2,350
TOTAL EXPENSES		4,080,619
NET LOSS	$	(541,872	)

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

| 22 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

	Common Stock					Treasury Stock					Paid-in		Retained
	Shares			Amount		Shares		Amount			Capital		Earnings			Total
BALANCE, JANUARY 1, 2018		1,764,333		$	88,976		–	$	–		$	533,596	$	(444,367	)	$	178,205
Stock repurchase		(396,317	)		–		396,317		(53,000	)		–		–			–
Stock purchase		5,307,333			265,367		–		–			337,597		–			602,964
Capital contribution		–			–		–		–			50,000		–			50,000
Net loss		–			–		–		–			–		(541,872	)		(541,872	)
BALANCE, DECEMBER 31, 2018		6,675,349		$	354,343		396,317	$	53,000	)	$	921,193	$	(986,239	)	$	289,297

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

| 23 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF CHANGES IN LIABILITIES

SUBORDINATED TO CLAIMS OF CREDITORS

	All Satisfactory <br> Subordinated Debt			Debt that Qualifies as Equity Capital
BALANCE, JANUARY I, 2018	$	403,000		$	403,000
Increases: Debt issued and accrued interest		–			–
Decreases: Debt Converted to common stock		(403,000	)		(403,000	)
BALANCE, DECEMBER 31, 2018	$	–		$	–

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

| 24 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2018

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	(541,872	)
Increase (decrease) in cash resulting from change in:
Due from clearing house		(62,661	)
Prepaid Expenses		(5,417	)
Accrued revenue		(2,053	)
Accounts payable		20,647
Accrued expenses		5,410
Accrued client cost		2,000
Commissions payable		92,081
NET CASH PROVIDED BY OPERATING ACTIVITIES		(491,864	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits		2,926
NET CASH PROVIDED BY INVESTING ACTIVITIES		2,926
CASH FLOWS FROM FINANCING ACTIVITIES:
Subordinated note conversion		(403,000	)
Treasury Stock Repurchase		(53,000	)
Proceeds from issuance of stock		602,964
Paid In Capital		50,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		196,964
NET INCREASE IN CASH AND CASH EQUIVALENTS		(291,974	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		498,932
CASH AND CASH EQUIVALENTS, END OF YEAR	$	206,958

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

| 25 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2018

1.	Summary of Significant Accounting Policies

Organization

Presidential Brokerage, Inc. (an S corporation) (the "Company") was incorporated in the state of California on June 25, 1991. The Company is a registered broker-dealer with the Securities and Exchange Commission ("SEC") and with the Financial Industry Regulatory Authority ("FINRA"). The Company is also a member of the Securities Investor Protection Corporation ("SIPC"). The Company's securities business is limited to introducing and forwarding securities on a fully disclosed basis to a carrying broker-dealer. The Company as a matter of policy does not hold funds or securities for customers or owe money or securities to customers.

Revenue Recognition

Securities transactions and the related revenues and expenses are reflected in the financial statements on a settlement date basis, which is generally three business days after the trade date. Revenues and expenses on a trade date basis are not materially different from revenues and expenses on a settlement date basis.

Cash and Cash Equivalents

Investments with original maturities of three months or less are classified as cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated principally by the straight-line method over a useful life of five to seven years. Leasehold improvements are amortized over a seven year life. Maintenance and repairs are expensed as incurred. Major betterments are capitalized. The Company takes advantage of Internal Revenue Code Section 179 allowing depreciation write-offs of up to $1,000,000 in year of acquisition. This method of writing off up to $1,000,000 in the year of acquisition is not a generally accepted accounting principle; however, the GAAP calculated depreciation did not vary materially from the tax method considering the financial statements taken as a whole.

Income Taxes

The Company records a liability for uncertain tax positions when it is more likely than not that a tax position would not be sustained if examined by the taxing authority. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company's evaluation on December 31, 2018 revealed no uncertain tax positions that would have a material impact on the financial statements. The Company does not believe that any reasonably possible changes will occur within the next twelve months that will have a material impact on the financial statements.

| 26 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2018

1.	Summary of Significant Accounting Policies (Continued)

Concentration of Credit Risk

Advertising Costs

Advertising costs are expensed as incurred.

Use of Estimates

Subsequent Events

2.	Statutory Requirements

Pursuant to Rule 15c3-1 of the Securities Exchange Act of 1934, the Company is required to maintain minimum net capital of $100,000. At December 31, 2018, the Company's net capital was $198,311.

The Company is exempt from certain provisions of Rule I 5c3-3 of the Securities Exchange Act of 1934. Such exemption is in accordance with paragraph (k) (2) (ii) of the Rule.

3.	Retirement Plan

| 27 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2018

4.	Commitment and Contingencies

Lease Commitment

The Company incurred rental expense of $539,710 in 2018 under four operating lease agreements for office space in Denver, Loveland, Colorado Springs.

The Company signed a lease agreement for the Colorado Springs location effective July, 2013. Monthly rent was $12,875. The lease term was 60 months and expired June 30, 2018. The Company signed a lease agreement for an executive office in Colorado Springs effective July 2018 for a 6 month term and renewed the lease on January I, 2019 for 6 months ending on June 30, 2019. The monthly rent is $875.

The Loveland, Colorado lease was signed in July, 2011. Monthly rent is $7,765. The lease expired on January 31, 2019. The Company signed a sub-lease to relocate the Loveland office effective January 1, 2019 for a 14 month term expiring on February 29, 2020. The monthly rent is $5,363.

Future minimum lease payments under these leases through May, 2021 are:

2019	$	396,008
2020		334,726
2021		135,000
	$	865,734

Contingencies

The Company is from time to time subject to claims and suits arising in the ordinary course of its business. The Company accrues for potential liabilities involved in these matters as they become known and can be reasonably estimated. For the year ended December 31, 2018, the Company has accrued a liability of $22,000 for potential claims.

5.	Common Stock Issued and Repurchased

During 2018 the firm issued common shares totaling 5,307,332 to the new investors described in Note 7. Accordingly, $265,367 was allocated to common stock with a stated value of $.05 per share and $337,597 was allocated to additional paid in capital.

During 2018 the firm repurchased shares from two employees where no longer employed by the firm. The total number of shares repurchased were 396,317 at a cost of $53,000 and were place in Treasury in anticipation of future reissuance.

In September 2018 there was a net capital contribution in the amount of $50,000 with no shares issued.

| 28 |

| --- |

PRESIDENTIAL BROKERAGE, INC.

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2018

6.	Subordinated Loan Agreement-Control # 3A-E-SLA-1408797

Lender: Presidential Holding, LLC

Maturity Date: September 30, 2020

Amount: $400,000

Interest rate: 3%

CRD # 28784

An agreement was entered into on September 15, 2017 between Presidential Holding, LLC (the lender) and Presidential Brokerage, Inc. (the Broker/Dealer). FINRA approved the agreement October 2, 2017 (the effective date). Appendix D of SEC Rule 15c3-1 requires the prior written approval of FINRA before any repayment of the subordinated agreement can be made. Accordingly, unsecured advances to the lender during the term of the agreement are not permitted. The proceeds shall be dealt with in all respects as capital of the Broker/Dealer, and is subject to the risks of the business, and the Broker/Dealer has the right to deposit the proceeds into accounts of Presidential Brokerage, Inc. The proceeds shall be maintained as capital subject to the provisions of paragraph (e) of Rule 15c3-1.

Effective January 2018 the subordinated loans were reassigned to the three investors in the investor group individually. In May 2018, following the approval of the CMA by FINRA, the three subordinated loans were converted to equity capital as described in Note 5.

7.	Change of Control

The Company and a majority of the Shareholders (including all officers) entered into an agreement by which new investors and key personnel ended up purchasing 5,657,332 common shares, including the issuance of the 350,000 additional shares. This transaction represents 80% of the issued shares of the Company, leaving the current Shareholders with 1,414,333 shares or 20% of the issued shares of the Company. The transactions herein was to be done in three phases: first, a $200,000 purchase of 350,000 common shares, or 20% of the outstanding shares by Gary Nemer (later equally divided between Gary Nemer, Scott Winters and William Nelson). This was completed July 31, 2017. Second, funding of the Equity Subordinated Loan Obligation of $400,000 effective date Oct. 2, 2017. Third phase is the Conversion and full satisfaction of the Equity Sub Loan Obligations in consideration for the issuance of 5,307,332 remaining Investor Shares along with funding of the of the additional equity investment of $200,000 upon FINRA CMA approval, which was completed with the conversion of the Equity Sub Loans in May 2018 and the additional equity investment of $200,000 in May and June 2018.

| 29 |

| --- |

SUPPLEMENTARY INFORMATION

PRESIDENTIAL BROKERAGE, INC.

SUPPLEMENTAL SCHEDULE OF COMPUTATION OF NET CAPITAL,

MINIMUM NET CAPITAL REQUIRED, AND AGGREGATE INDEBTEDNESS

DECEMBER 31, 2018

COMPUTATION OF NET CAPITAL AND MINIMUM NET CAPITAL REQUIRED

STOCKHOLDERS' EQUITY	236,297
DEDUCTIONS:
Non-allowable assets	(37,986	)
NET CAPITAL	198,311
MINIMUM NET CAPITAL REQUIRED (greater of 6-2/3% of aggregate indebtedness or 100,000)	100 000
AGGREGATE INDEBTEDNESS
TOTAL AGGREGATE INDEBTEDNESS	239,036
RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL	120.54

All values are in US Dollars.

There were no material differences between the above net capital computation and the corresponding computation included in the Company's Form X-17A-5 Part IIA.

| 30 |

| --- |

SCHEDULE I

PRESIDENTIAL BROKERAGE, INC.

COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS

FOR BROKERS AND DEALERS PURSUANT TO RULE 15c3-3

DECEMBER 31, 2018

The Company is exempt from the provisions of Rule 15c3-3 of the Securities Exchange Act of 1934, since the Company's activities are limited to those which qualify for an exemption under paragraph (k) (2) (ii) of the Rule.

| 31 |

| --- |

HARDING AND HITTESDORF, P.C.

Certified Public Accountants

650 S. Cherry Street, Suite 1050

Denver, Colorado 80246

(303) 393-0888

FAX (303) 393-0894

www.hhcpafirm.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Presidential Brokerage, Inc.

We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Presidential Brokerage, Inc. identified the following provisions of 17 C.F.R. § 15c3-3(k) under which Presidential Brokerage, Inc. claimed an exemption from 17 C.F.R. § 240.15c3-3: (k)(2)(ii) (exemption provisions) and (2) Presidential Brokerage, Inc. stated that Presidential Brokerage, Inc. met the identified exemption provisions throughout the most recent fiscal year without exception. Presidential Brokerage, Inc. 's management is responsible for compliance with the exemption provisions and its statements.

Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Presidential Brokerage, Inc.'s compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.

/s/ Harding& Hittesdorf, P.C.

HARDING A HITTESDORF, P.C.

Denver, Colorado

February 28, 2019

| 32 |

| --- |

Exhibit 99.4

The Notes from the audited financial statements in Exhibit 99.3 are incorporated and are applicable to the unaudited financial statements in this Exhibit.

Forta Financial Group, Inc.

Condensed Balance Sheets

	June 30, 2020			June 30, 2019
	Unaudited			Unaudited
ASSETS
Current Assets
Total Bank Accounts	$	565,834		$	192,614
Total Accounts Receivable		30,328			–
Total Other Current Assets		164,519			112,577
Total Current Assets		760,681			305,191
Fixed Assets		–			–
Total Fixed Assets		–			7,842
Other Assets		–			–
Total Other Assets		516,469			133,003
TOTAL ASSETS		1,277,150			446,036
LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Total Accounts Payable		17,254			9,213
Other Current Liabilities		214,846			172,892
Total Current Liabilities		232,100			182,104
Long-Term Liabilities
Total Long-Term Liabilities		760,104			–
Total Liabilities		992,204			182,104
Equity
300 Common stock		354,343			354,343
303 Treasury Stock		(1,001	)		(1,001	)
305 Paid In Capital		921,193			921,193
32000 Retained Earnings		(988,975	)		(1,023,225	)
Net Income		(614	)		12,622
Total Equity		284,946			263,932
TOTAL LIABILITIES AND EQUITY	$	1,277,150		$	446,036

| 1 |

| --- |

Forta Financial Group, Inc.

Condensed Statements of Operations

	Nine Months Ending June 30, 2020<br> <br>Unaudited			Nine Months Ending June 30, 2019<br> <br>Unaudited
Income
Revenue	$	2,737,721		$	3,108,246
Gross Profit		2,737,721			3,108,246
Expenses
Marketing		118,269			89,719
Compensation		1,728,617			1,695,485
General & Administrative		864,152			1,268,486
Depreciation Expense		6,182			4,900
Legal Services		6,986			16,529
Total Expenses		2,724,206			3,075,120
Net Operating Income		13,515			33,126
Other Expenses
Income Taxes		893			33,740
Total Other Expenses		893			33,740
Net Other Income		(893	)		(33,740	)
Net Loss	$	12,622		$	(614	)

| 2 |

| --- |

Forta Financial Group, Inc.

Statement of Cash Flows

	Nine Months Ending June 30, 2020			Nine Months Ending June 30, 2019
	Unaudited			Unaudited
OPERATING ACTIVITIES
Net Loss	$	12,622		$	(614	)
Adjustments to reconcile Net Loss to Net Cash provided by operations:
Accounts Receivable		–			(30,328	)
Accrued Revenue		(6,438	)		(59,677	)
Advances to Employees		–			2,500
Due from clearing house		(6,010	)		(7,383	)
Prepaid Expenses		229			20,825
Accounts Payable		(179	)		(5,324	)
401k Payable		1,072			722
Accrued Payroll Taxes		152			(1,226	)
Federal Income Tax Payable		–			11,799
Other Accrued Liabilities		1,475			(12,611	)
Payable to Advisors:Accrued Revenue Payable		(18,252	)		1,742
Payable to Advisors:Commissions Payable - Internal advisors		9,403			(9,860	)
Payable to Advisors:Commissions payable - External advisors		19,998			–
Payroll Payable		16,238			–
Payroll Taxes		4,402			–
Vacation Pay Liability		4,212			30,125
Prepaid Income		–			3,000
State Corp. Tax Liability		–			10,044
Total Adjustments to reconcile Net Income to Net Cash provided by operations:		6,304			(25,654	)
Net cash provided by operating activities		18,925			(26,268	)
INVESTING ACTIVITIES
Leasehold Improvements		(7,842	)		4,900
		–			(20,000	)
Deposits		(5,364	)		5,364
Net cash provided by investing activities		(13,206	)		(9,736	)
FINANCING ACTIVITIES
Treasury Stock		(1	)		–
Net cash provided by financing activities		5,719			377,700
Net cash increase for period		5,718			341,696
Cash at beginning of period		186,895			224,137
Cash at end of period	$	192,614		$	565,834

| 3 |

| --- |

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINEDFINANCIAL STATEMENTS OF FINANCIAL GRAVITY COMPANIES, INC. AND SUBSIDIARIES FOR THE NINE MONTHS ENDED JUNE 30, 2020 AND FISCAL YEAREND 2019.

The accompanying unaudited pro forma condensed combined financial statement of Financial Gravity Companies, Inc. (“FGCO” or the “Company”) is presented to illustrate the estimated effects of the acquisition of 100% of the stock of Forta Financial Group, Inc. (“Forta” or “FFGI”), which closed on May 21, 2020 (the “acquisition” or the “transaction”) on the historical financial position and results of operations of the Company.

The unaudited pro forma condensed combined statement of operations is based upon and derived from and should be read in conjunction with the historical audited financial statements of the Company for the year ended September 30, 2019, the historical unaudited financial statements of the Company for the six months ended March 31, 2020, and the historical unaudited financial statements of Forta for the nine months ended June 30, 2020.

The unaudited pro forma condensed combined statement of operations for the nine months ended June 30, 2020 assumes that the acquisition was completed on October 1, 2019.

The Company has determined that the acquisition of Forta’s stock constitutes a business combination as defined by Accounting Standards Codification 805, Business Combinations (“ASC 805”). Under ASC 805, the assets and liabilities of Forta are recorded at the acquisition date fair values. Any excess of the purchase price over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Fair values of assets and liabilities are determined based on the requirements of ASC 820, Fair Value Measurements and Disclosures. The fair values of Forta’s assets and liabilities are based on the preliminary estimates of fair values as of the acquisition date.

The pro forma adjustments are preliminary and are based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma combined financial information that management believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma combined financial information. Management believes the fair values recognized for the assets acquired and liabilities assumed are based on reasonable estimates and assumptions. Preliminary fair value estimates may change as additional information becomes available. There can be no assurance that the final determination will not result in material changes from these preliminary amounts.

As of the effective time of the acquisition assets are required to be measured at fair value and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. Management is working on identification and fair value of identified intangible assets.

The fair value of identifiable assets was determined primarily using book value. The value of goodwill was determined by using the market value of the stock as of the date of the close of the merger, and verifying that the result was supported by forecasts of all expected future cash flows. Some of the more significant assumptions include: the amount and timing of projected future cash flows and the discount rate selected to measure the risks inherent in the future cash flows. The final valuation is expected to be completed within 12 months from the completion of the acquisition. The Company does not expect goodwill be deductible for tax purposes.

The unaudited pro forma condensed combined financial statements have been prepared by management in accordance with the Article 11 of Regulation S-X, and are not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor are they meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the acquisition. In addition, the accompanying unaudited pro forma combined statement of operations does not include any pro forma adjustments to reflect operational efficiencies, expected cost savings or economies of scale which may be achievable or the impact of any non-recurring charges and one-time transaction related costs that result directly from the transaction. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisitions, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed combined statement of operations, expected to have continuing impact on the combined results of operations.

| 1 |

| --- |

This unaudited pro forma condensed combined financial information should be read in conjunction with:

The Company’s historical audited financial statements and accompanying notes as of and for the year ended September 30, 2019 included in the Company’s Annual Report on Form 10-K, filed with the Securities Exchange Commission (the “SEC”) on January 13, 2020.

The Company’s historical unaudited financial statements and accompanying notes as of and for the six months ended March 31, 2020 included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 29, 2020.

Forta’s audited financial statements for the fiscal years ended December 31, 2018 and September 30, 2019, that are attached as Exhibit 99.3 to this FORM 8-K/A (Amendment No. 1).

Forta’s unaudited condensed financial statements for the nine months ended June 30, 2020 attached as Exhibit 99.4 to this FORM 8-K/A (Amendment No. 1).

Description of Transaction

On September 30, 2019, the Company entered into an Agreement and Plan of Merger with Forta and a wholly owned subsidiary of the Company, providing for the acquisition of Forta (the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, the Company acquired all the issued and outstanding shares of Forta’s common stock.

The following table summarizes the preliminary fair value of assets and liabilities of Forta as of May 21, 2020:

PURCHASE PRICE	$	7,600,415
ASSETS
Current Assets
Cash		710,154
Accounts Receivable		20,882
Other Current Assets		135,056
Total Current Assets		866,093
Other Assets		582,330
TOTAL ASSETS		1,448,423
LIABILITIES
Liabilities
Current Liabilities
Total Accounts Payable		18,215
Total Other Current Liabilities		739,579
Total Current Liabilities		757,793
Long-Term Liabilities
Total Long-Term Liabilities		448,265
Total Liabilities	$	1,206,058
Goodwill	$	7,358,050

The estimated fair values of the assets acquired, and liabilities assumed, will be finalized as further information is received regarding these items and analysis of this information is completed.

Forta’s results of operations have been included in the pro forma statement of operation for the nine months ending June 30, 2020 prospectively from the assumed date of acquisition of October 1, 2019, and the Company’s operations for the same period. Also included is the unaudited consolidated balance sheet of the Company as of June 30, 2020, which includes Forta. The Notes from the audited financial statements in Exhibit 99.3 are incorporated and are applicable to the unaudited financial statements in this Exhibit.

Pro forma operating results have been prepared by adjusting historical results to include Forta’s results of operations. The unaudited pro forma results of operations presented do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at the beginning of October 1, 2019, nor does it indicate the results of operations in future periods. Additionally, the unaudited pro forma results do not include the impact of possible business model changes, nor does it consider any potential impacts of current market conditions on revenues, reduction of expenses, asset dispositions, or other factors. The impact of these items could alter the following pro forma results:

| 2 |

| --- |

FINANCIAL GRAVITY COMPANIES, INC.

UNAUDITED PRO FORMA

CONSOLIDATED BALANCE SHEETS

			As of September 30, 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	629,322		$	260,190
Trade accounts receivable, net	81,000			147,377
Prepaid expenses and other current assets	315,901			112,795
Total current assets	1,026,223			520,362
OTHER ASSETS
Property and equipment, net	88,452			144,890
Right to use lease asset	382,404			678,778
Deposits				139,429
Proprietary content, net	213,412			262,550
Non-compete agreements, net	1,322			5,260
Intellectual property	53,170			53,171
Goodwill	8,452,752			1,094,702
TOTAL ASSETS	10,217,735		$	2,899,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable – trade	67,948		$	197,327
	84,801			–
Accrued expenses and other current liabilities	1,134,582			307,985
Contract liabilities	70,070			94,733
Line of credit	58,985			63,919
	382,404			–
Notes payable	667,181			13,393
Total current liabilities	2,465,971			677,357
Notes payable - net of current	18,896			23,534
Lease liability - non-current	–			678,778
Total non-current liabilities	18,896			702,312
Total Liabilities	2,484,867			1,379,669
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock, 0.001 par value; 300,000,000 shares authorized; 83,023,048 shares issued and outstanding as of June 30, 2020 and 41,436,033 shares issued and outstanding as of September 30, 2019	83,023			395,779
Treasury Stock				(1,001	)
Additional paid-in capital	14,286,471			8,312,785
Accumulated deficit	(6,636,626	)		(7,188,090	)
Total stockholders’ equity	7,732,868			1,519,473
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	10,217,735		$	2,899,143

All values are in US Dollars.

| 3 |

| --- |

FINANCIAL GRAVITY COMPANIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINEDSTATEMENT OF OPERATIONS

FOR THE FISCAL YEAR ENDED SEPTEMBER 30,2019

Income
Service Income	$	2,194,265
Investment Management Fees		1,779,117
Total Income		7,635,879
Gross Profit		7,635,879
Expense
Compensation Expense		5,626,092
Cost of services		54,927
Depreciation & Amortization		198,193
General and Administrative		1,759,285
Marketing		281,070
Professional Services		156,546
Total Expense		8,076,113
Net Ordinary Income		(440,234	)
Other Expense
Interest Expense		145,623
Income Taxes		893
Other Expense		2,484
Total Other Expense		149,000
Net Other Income		(149,000	)
Net Income	$	(589,234	)

Derived from the audited statements of Financial Gravity and Forta

| 4 |

| --- |

FINANCIAL GRAVITY COMPANIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINEDSTATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED JUNE 30, 2020

	**<br><br>Forta<br> <br>(A)**		**<br><br>Financial Gravity<br> <br>(B)**			**<br><br>Combined**
Income
Investment Management Fees	$	3,108,246	$	859,754		$	859,754
Service Income		–		979,959			4,088,206
Total Revenue		3,108,246		–			4,927,760
Gross Profit		3,108,246		–			4,927,760
Expense
Compensation Expense		1,695,484		1,752,987			3,448,472
Cost of services		139,847		33,309			173,157
Depreciation & Amortization		4,900		86,443			91,344
General and Administrative		906,878		265,749			1,172,628
Marketing		89,168		84,036			173,205
Professional Services		237,364		216,709			454,074
Total Expense		3,073,644		2,439,233			5,512,879
Net Ordinary Income		34,601		(599,521	)		(564,920	)
Other Income/Expense		–		135,919			135,919
Total Other Income		–		135,919			135,919
Total Other Expense		–		5,030			–
Net Other Income		–		–			130,889
Net Income	$	34,601	$	(468,632	)	$	(434,031	)
Net income (loss) per common share:	$	0	$	0		$	0
A	Derived from the unaudited statement of operations of Forta for the nine months ended June 30, 2020
---	---
B	Derived from the unaudited statement of operations of the Company for the nine months ended June 30, 2020

| 5 |

| --- |