UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended September 30, ~~2021~~2022

☐ 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)

(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.)

2221 Peachtree Rd. NE, Suite D-134, Atlanta, GA		30309
(Address of principal executive offices)		(Zip Code)

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)

Registrant’s telephone number: (678) 420-4000

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

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		MMND		OTCQB

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

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

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 ☐

Indicated by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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~~Filer ☒ Smaller reporting company ☒ Emerging growth company ☐

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

The aggregate market value of the registrant’s common stock held by non-affiliates on March 31, ~~2021~~2022 was $21,~~634~~264,~~381~~503 (computed using the closing price of the common stock on March 31, ~~2021~~2022 as reported by the OTCQB).

As of ~~February~~January 1113, ~~2022~~2023, 34,505,520 shares of common stock of the registrant were outstanding.

Mastermind, Inc.

Table of Contents

Form 10-K

		Page
Part I
Item 1	Business	3
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	9
Item 2	Properties	9
Item 3	Legal Proceedings	9
Item 4	Mine Safety Disclosures	9
Part II
Item 5	Market Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6	Selected Financial Data	10
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1110
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	1314
Item 8	Financial Statements and Supplementary Data	1314
Item 9	Changes in and Disagreements With Accountant on Accounting and Financial Disclosures	1415
Item 9A	Controls and Procedures	1415
Item 9B	Other Information	1415
Part III
Item 10	Directors, Executive Officers and Corporate Governance	1516
Item 11	Executive Compensation	1617
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1718
Item 13	Certain Relationships and Related Transactions, and Director Independence	1718
Item 14	Principal Accounting Fees and Services	1819
Part IV
Item 15	Exhibits, Financial Statement Schedules	1920
Item 16	Form 10–K Summary	1920
Signatures		2021

Table of Contents

Part I

Item 1. Business

Cautionary Note Regarding Forward Looking Statements

This Annual Report on Form 10-K (the “Report”) contains forward-looking statements in the sections captioned “Description of Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Plan of Operations” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and the assumptions underlying or relating to any such statement.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:

●· Market acceptance of our products and services; · Competition from existing products or new products that may emerge; · The implementation of our business model and strategic plans for our business and our products; · Estimates of our future revenue, expenses, capital requirements and our need for financing; · Our financial performance; · Current and future government regulations; · Developments relating to our competitors; and · Other risks and uncertainties

●Readers ~~Competition~~are ~~from~~cautioned ~~existing~~not ~~products~~to orplace undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new ~~products~~information ~~that~~or future events or circumstances or otherwise, except as required by law. Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Report, and other documents which we may ~~emerge;~~file from time to time with the SEC.

~~● The implementation of our business model and strategic plans for our business and our products;~~General

~~● Estimates of our future revenue, expenses, capital requirements and our need for financing;~~Overview

●Mastermind ~~Our~~Involvement ~~financial~~Marketing, ~~performance;~~a Georgia joint venture (the “Company” or “MIM”) was formed on January 1, 2012 by Mastermind Marketing, Inc, a Georgia Corporation (“MM Inc.”), the founding member, through a contribution of assets. The organization, as governed by the written operating agreement dated January 1, 2012, as amended, (the “Operating Agreement”) was formed for the purpose of engaging in the business of conceiving, developing, selling, marketing, implementing and/or otherwise providing services, systems, platforms and products in the areas of mobile, social, digital and traditional marketing to and for businesses and organizations, and conducting services and functions incidental to the operation of such business.

●We ~~Current~~are an involvement marketing service agency that designs, creates and ~~future~~develops ~~government~~branding ~~regulations;~~and marketing campaigns, primarily for large corporate clients with category-leading brands. We specialize in getting consumers and customers to take an action that leads to brand awareness, trial, loyalty, and ultimately advocacy (e.g. publicly “endorsing” the brand via digital/social media through reviews, likes, etc.). Our conversion initiatives facilitate the involvement of more of the “right customers” with the brands of our clients. Our programs can take on various forms, including creating and managing digital content, designing campaign websites/landing pages, social media and viral campaigns, mobile marketing initiatives, and brand communications.

●3 ~~Developments~~Table ~~relating~~of ~~to our competitors; and~~Contents

~~● Other risks and uncertainties, including those listed under the section titled “Risk Factors.”~~History

~~Readers~~The ~~are~~Business cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law. Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.Combination

~~General~~On February 14, 2018 (the “Closing Date”), we consummated the transactions contemplated by the Joint Venture Interest Contribution Agreement (the “Contribution Agreement”) made and entered into as of February 14, 2018 by and among (i) the Company; (ii) CoConnect Inc., a Nevada Corporation (“CoConnect”), and (iii) Mastermind Marketing, Inc, a Georgia Corporation (“MM Inc.”), Digital Advize, LLC, a Georgia limited liability company (“Advize”), and Villanta Corporation, a Georgia Corporation (“Villanta”, together with Advize and MM Inc., the “Sellers”).

~~Overview~~As a result of the Contribution Agreement, the Sellers became the controlling shareholders of the Company.

~~Mastermind~~As ~~Involvement~~used ~~Marketing,~~in athis ~~Georgia~~Report, ~~joint~~unless ~~venture~~otherwise ~~(the~~stated ~~“Company”~~ or ~~“MIM”) was formed on January 1, 2012 by Mastermind Marketing, Inc, a Georgia Corporation (“MM Inc.”),~~ the ~~founding~~context ~~member,~~clearly ~~through~~indicates ~~a contribution of assets. The organization~~otherwise, ~~as governed by~~ the ~~written~~terms ~~operating agreement dated January 1~~“Registrant,” ~~2012~~“we,” ~~as amended, (the~~ “~~Operating Agreement~~us”) ~~was formed for the purpose of engaging in the business of conceiving, developing, selling, marketing, implementing~~ and~~/or~~ ~~otherwise~~“our” ~~providing~~refer ~~services,~~to ~~systems, platforms and products in~~ the ~~areas of mobile~~Company, ~~social,~~giving ~~digital~~effect ~~and traditional marketing~~ to ~~and for businesses and organizations, and conducting services and functions incidental to~~ the ~~operation~~Business ~~of such business~~Combination.

We are an involvement marketing service agency that designs, creates and develops branding and marketing campaigns, primarily for large corporate clients with category-leading brands. We specialize in getting consumers and customers to take an action that leads to brand awareness, trial, loyalty, and ultimately advocacy (e.g. publicly “endorsing” the brand via digital/social media through reviews, likes, etc.). Our conversion initiatives facilitate the involvement of more of the “right customers” with the brands of our clients. Our programs can take on various forms, including creating and managing digital content, designing campaign websites/landing pages, social media and viral campaigns, mobile marketing initiatives, and brand communications.Mission

3 Our mission is to become one of the most well-respected marketing service agencies in the industry capable of involving people with Fortune 500 brands in ways that lead to increased sales and profits.

~~History~~Our Business

~~The~~We ~~Business~~are ~~Combination~~an involvement marketing service agency that designs, creates and develops branding and marketing campaigns, primarily for large corporate clients with category-leading brands. We specialize in getting consumers and customers to take an action that leads to brand awareness, trial, loyalty, and ultimately advocacy (e.g. publicly “endorsing” the brand via digital/social media through reviews, likes, etc.). Our conversion initiatives facilitate the involvement of more of the “right customers” with the brands of our clients. Our programs can take on various forms, including creating and managing digital content, designing campaign websites/landing pages, social media and viral campaigns, mobile marketing initiatives, and brand communications.

OnWe ~~February~~deliver 14innovative, ~~2018~~result-producing ~~(the~~campaigns ~~“Closing~~to ~~Date”),~~meet ~~we consummated~~ the ~~transactions~~business ~~contemplated~~objectives ~~by the Joint Venture Interest Contribution Agreement (the “Contribution Agreement”) made and entered into as~~ of ~~February~~each ~~14,~~client ~~2018~~through byany ~~and among (i) the Company; (ii) CoConnect Inc.~~number, aor ~~Nevada~~combination ~~Corporation (“CoConnect”)~~thereof, ~~and~~or ~~(iii)~~cutting-edge ~~Mastermind~~marketing Marketing, Inc, a Georgia Corporation (“MM Inc.”), Digital Advize, LLC, a Georgia limited liability company (“Advize”), and Villanta Corporation, a Georgia Corporation (“Villanta”, together with Advize and MM Inc., the “Sellers”).initiatives:

As· aContent ~~result~~marketing; of· ~~the~~Influencer ~~Contribution~~marketing ~~Agreement~~– earned, ~~the~~owned, ~~Sellers~~and ~~became~~paid; ~~the~~· ~~controlling~~Digital ~~shareholders~~marketing ofacross ~~the~~all ~~Company~~screens; · Social marketing; · Gamification; · Promotion marketing; · Social Channel Optimization; and · Digital Issue Management Communications.

AsOur ~~used~~most important assets in ~~this~~delivering ~~Report,~~the ~~unless~~highest-quality ~~otherwise~~involvement ~~stated~~marketing orservices ~~the~~to ~~context~~our ~~clearly~~clients ~~indicates~~are ~~otherwise~~our highly talented and experienced people made up of technologists, strategists, and creatives who work together and represent a cross-discipline of experts. We pride ourselves in a culture of mutually-shared support and teamwork. We ensure that our team is provided the ~~terms~~best-in-class ~~“Registrant~~research,” ~~“we~~equipment,” ~~“us”~~technology and “training in all disciplines within our” ~~refer~~proven delivery process to deliver cutting-edge initiatives the ~~Company,~~get ~~giving~~results. ~~effect~~We tobelieve we are very competitive and have a winning culture that is present throughout the ~~Business~~work ~~Combination~~we do for our clients and their brands.

Our ~~Mission~~organization has been structured in a manner to ensure a broad range of thinking, facilitate work flow, and deliver unparalleled marketing initiatives and service to our clients. We have a strong and long-lasting relationships with our clients and tenure of our key executives. Mastermind is organized in 6 key groups:

~~Our~~· ~~mission~~Account ismanagement; to· ~~become~~Creative ~~one~~and ofdevelopment ~~the~~services; ~~most~~· ~~well-respected~~Content ~~marketing~~studio; ~~service~~· ~~agencies~~Strategy, inanalytics ~~the~~& ~~industry~~research; ~~capable~~· ofTechnology ~~involving~~& ~~people~~campaign ~~with~~management; ~~Fortune~~and ~~500~~· ~~brands~~Agency inManagement ~~ways that lead to increased sales~~ and ~~profits~~administration.

~~Our~~4 ~~Business~~Table of Contents

We ~~deliver~~have ~~innovative~~a proven, ~~result~~five-~~producing~~step ~~campaigns~~cyclical approach to ~~meet~~every ~~the~~client ~~business~~engagement ~~objectives~~that ofensures ~~each~~learning ~~client~~from ~~through~~every ~~any~~campaign ~~number,~~execution oris ~~combination~~used ~~thereof,~~to oroptimize ~~cutting-edge~~future ~~marketing~~campaigns. ~~initiatives~~The process involves:

●1. ~~Content~~Research ~~marketing;~~and Testing. - data analysis, shopper journeys, AB/MV, eye-tracking 2. Strategy and Planning - objectives, goals, analysis 3. Creative- UX, mobile, digital, design thinking, branding 4. Campaign Management - Optimization, Management, SEO, PPC & lead gen 5. Analytics and Optimization - data analysis, ROI, reporting, dashboards

●Mastermind ~~Influencer~~process ~~marketing~~seeks to ensure that there is continual optimization to involve people with brands in ways that inspire them to take action – ~~earned~~consideration, ~~owned~~trial, loyalty, and ~~paid;~~advocacy.

●Industry ~~Digital~~Background ~~marketing~~and ~~across all screens;~~Trends

●We ~~Social~~believe ~~marketing;~~that the communications industry is going through a revolutionary evolution. Technology and big data are combining with creative and strategy across new platforms and communications. Things are moving quickly and Involvement Marketing is an opportunity for brands to reach their constituencies through a plethora of new ways to communicate with its key constituencies in ways that get them to take action. It is essential to understand target audiences and how they are consuming information. Creating brand preference and getting consumers to take an action is essential in growing share for a brand and will continue to be essential in 2023 and beyond.

●Brands ~~Gamification;~~are expected to bring projects in-house or outsource to smaller digital agencies, and a definitive shift in brands choosing to bring creative projects in-house for more control over budgets and resources was seen in 2016. The other trend saw brands cutting ties with bigger agencies and outsourcing work to smaller digital agencies which could deliver more specialized campaigns. It was predicted that in 2017, brands would continue to move away from larger agencies that have in the past offered a one-stop-shop for their advertising needs. With tighter budgets, brands are seeing the cost-effectiveness of having their own studio team and paying salaries versus project-based fees. Likewise, outsourcing to specialized digital outfits for lower, one-off fees is proving more financially sound for brands.

●The ~~Promotion~~industry will ramp up its use of digital marketing; and advertising tools to streamline marketing workflow. As brands and ad agencies continue to leverage multiple channels to capture new audiences, eliminating tedious administrative tasks is high on the agenda. With digital tools, marketers and creatives are managing approval workflow and resources with greater ease and transparency allowing them to stay on top of heavy workloads and multiple projects. Some of the digital tools that the industry is moving towards are:

●· ~~Social~~marketing ~~Channel~~approval ~~Optimization~~workflow software; · agency approval workflow software; · project management software; · social marketing tools and software; · online proofing tools; and · resource management software.

●Not ~~Digital~~only ~~Issue~~do ~~Management~~these ~~Communications~~tools cut out time-consuming administration, but they offer greater control and visibility over managing marketing projects as well as streamline marketing workflow.

~~Our~~More ~~most~~brands ~~important~~and ~~assets~~ad inagencies ~~delivering~~will ~~the~~move ~~highest-quality~~towards ~~involvement~~an ~~marketing~~agile ~~services~~methodology to ~~our~~enable ~~clients~~them ~~are~~to ~~our~~be ~~highly~~more ~~talented~~flexible ~~and~~in ~~experienced~~responding ~~people~~to ~~made~~a uprapidly ofchanging ~~technologists,~~marketplace. ~~strategists,~~Agile ~~and~~project ~~creatives~~management ~~who~~was ~~work~~developed ~~together~~as ~~and~~an ~~represent~~alternative ato ~~cross-discipline~~the ofhierarchical ~~experts.~~project Wemanagement ~~pride~~model, ~~ourselves~~which infavors aprocesses ~~culture~~and ofdocumentation, ~~mutually~~and longer-~~shared~~term ~~support~~development ~~and teamwork~~projection. WeAgile ~~ensure~~methodologies, ~~that~~on ~~our~~the ~~team~~other ishand, ~~provided~~utilize ~~the~~a ~~best~~self-~~in-class~~organized ~~research,~~team ~~equipment,~~model ~~technology~~with ~~and~~greater ~~training~~flexibility in ~~all~~scope, ~~disciplines~~face-to-face ~~within~~collaboration ~~our~~and ~~proven~~incremental ~~delivery~~planning ~~process~~ to deliver ~~cutting-edge~~projects ~~initiatives~~on ~~the~~time ~~get~~and ~~results~~on budget. WeExperts ~~believe we~~ are ~~very~~expecting ~~competitive~~to ~~and~~see ~~have~~more amarketers ~~winning~~and ~~culture~~creatives ~~that~~to isgo ~~present~~agile ~~throughout~~to ~~the~~remain ~~work we do for our clients and their brands~~competitive.

~~Our~~To ~~organization~~mitigate ~~has~~the ~~been~~risk ~~structured~~of inbrands abeing ~~manner~~called toout ~~ensure~~by aregulatory ~~broad~~bodies ~~range~~for ofillegal ~~thinking,~~or ~~facilitate~~unethical ~~work~~practices ~~flow~~and tarnishing the brand reputation, ~~and~~more ~~deliver~~brands ~~unparalleled~~will ~~marketing~~toe ~~initiatives~~the ~~and~~line ~~service~~because totheir ~~our~~bottom ~~clients~~line depends on it. WeWith ~~have~~that asaid, ~~strong~~marketing ~~and~~compliance ~~long-lasting~~will ~~relationships~~be high on the agenda again this year with ~~our~~marketers ~~clients~~having ~~and~~to ~~tenure~~stay on top of ~~our~~compliance ~~key~~issues ~~executives~~to mitigate the risk of regulatory violations. ~~Mastermind~~Digital istools ~~organized~~that enable brands to audit their project work will go a long way in 6helping ~~key~~businesses ~~groups:~~to manage their market compliance.

●While ~~Account~~every ~~management;~~brand and ad agency needs highly skilled individuals on board, there will be a return to focus on teams to propel businesses forward. Rather than focusing on individuals, it is believed that agency ROI’s could benefit by nurturing teams and their skillsets, setting processes that ease heavy workloads, delegating tasks evenly and ensuring morale remains positive. Experts are also warning that departments need to stop working in silos and implement processes and tools that offer greater transparency over the entire business.

●5 ~~Creative~~Table ~~and~~of ~~development services;~~Contents

●Experts ~~Content~~are ~~studio;~~also predicting a greater prevalence in native advertising. With ad blocking on the rise, brands need to stay visible in a way that doesn’t interrupt the online user experience. Native advertising is a paid advertising placement that is blended seamlessly into a platform’s content so that it doesn’t interrupt the readers flow. The increasing importance of video is also being heralded. Reports indicate a video can achieve customer conversion rates of up to 60%. The video medium is enjoyable, easy to access and requires little effort for engagement. Live streaming is also providing customers a real time brand experience enabling brands to capitalize on a new revenue stream. Being “mobile friendly” is also important as growing trends indicate that brands have to wedge themselves firmly in the mobile space to stay relevant.

●Competitive ~~Strategy, analytics & research;~~Strengths

●Since ~~Technology~~our &inception, ~~campaign~~we ~~management;~~have worked diligently to establish and leverage key strengths in our business model, including:

●A ~~Agency~~culture ~~Management~~of innovation and ~~administration~~creativity. We believe the only way to survive and thrive in our rapidly changing world is to change ahead of it. We are in a state of constant evolution and re-invention. We have created a culture committed to innovation and creativity that challenges convention and breaks new ground. Our team members are protective and proud of our culture by applying its “humble, yet hungry” attitude to all facets of our business. Our people and their innovations ultimately provide us with our largest competitive advantage. For example:

4 · First-user generated content campaign for UPS; · First YouTube Influencer marketing campaign for The Home Depot and Citi; · First YouTube Influencer Campaign for ExxonMobil; and · First omni-channel shopping journey studies for Macy’s, Best Buy, and Staples.

~~Our~~Exploitation ~~Process~~of Technologic Innovations and Social Marketing Importance

WeOur ~~have~~success alies, ~~proven~~in part, ~~five-step~~to ~~cyclical~~our ~~approach~~understanding toof ~~every~~new ~~client~~technologies ~~engagement~~especially ~~that~~in ~~ensures~~the ~~learning~~social ~~from~~marketing ~~every~~space, ~~campaign~~augmented ~~execution~~reality, isimage ~~used~~recognition, virtual reality and the ability to ~~optimize~~leverage ~~future~~these ~~campaigns.~~technologies ~~The~~in ~~process~~ways ~~involves:~~that we believe achieve and exceed our clients’ objectives.

1.Experienced ~~Research~~management team and ~~Testing. - data analysis, shopper journeys, AB/MV, eye-tracking~~advisors

2.Our ~~Strategy~~management team not only includes highly experienced entrepreneurs and ~~Planning~~executives -from ~~objectives~~the digital media, ~~goals~~technology and entertainment industries, ~~analysis~~but also outstanding strategic and creative advisors who are experts in social media and integrated marketing campaigns. See “Management” for details.

3.Our ~~Creative-~~Growth ~~UX, mobile, digital, design thinking, branding~~Strategy

4.After ~~Campaign~~more ~~Management~~than -35 ~~Optimization~~years of experience by management in delivering innovative involvement marketing campaigns, ~~Management~~including more than ten years since our formation in January 2012, ~~SEO~~we believe our business model is market tested and poised for growth. While executing on our business strategy, ~~PPC~~we &believe ~~lead~~we ~~gen~~have assembled a diverse and experienced team of senior managers, account executives and creative and analytical directors; developed and executed on involvement marketing campaigns which we believe have added value to our clients; and created our own brand-recognition in the marketing service agency industry. Key elements of our strategy to accelerate revenue growth and continue penetration of the marketplace include:

5.Organic ~~Analytics and Optimization - data analysis, ROI, reporting, dashboards~~Growth

~~Mastermind~~We ~~process~~seek ~~seeks~~ to ~~ensure~~work ~~that~~with ~~there~~one isof ~~continual~~the ~~optimization~~top tothree ~~involve~~brands ~~people~~in almost every industry with ~~brands~~focus inon ~~ways~~Restaurants, ~~that~~Packaged ~~inspire~~Goods, ~~them~~Retail, Pharma/OTC, Fuel, Automotive, Healthcare, Grocery/Convenience, and Entertainment. We will continue to ~~take~~use ~~action~~a –mix ~~consideration~~of digital, ~~trial~~social, ~~loyalty~~public relations, and ~~advocacy~~personal outreach to facilitate our organic growth.

~~Industry~~Strategic ~~Background and Trends~~Partnerships

We ~~believe~~seek ~~that~~to ~~the~~develop ~~communications~~strategic ~~industry~~partnerships ~~is going through a revolutionary evolution. Technology~~ and ~~big~~alliances ~~data are combining~~ with ~~creative~~companies ~~and~~that ~~strategy~~can ~~across~~facilitate ~~new~~expansion ~~platforms and communications. Things are moving quickly and Involvement Marketing is an opportunity for brands to reach their constituencies through a plethora~~ of ~~new~~our ~~ways~~services to ~~communicate~~Fortune ~~with~~500 ~~its~~companies ~~key~~having ~~constituencies~~strong ~~in ways that get them to take action. It is essential to understand target audiences~~ and ~~how~~well-recognized ~~they are consuming information~~brands. ~~Creating brand preference and getting consumers to take an action is essential in growing share for a brand and will continue to be essential in 2021 and beyond.~~

~~Brands~~Executive ~~are~~Team expected to bring projects in-house or outsource to smaller digital agencies, and a definitive shift in brands choosing to bring creative projects in-house for more control over budgets and resources was seen in 2016. The other trend saw brands cutting ties with bigger agencies and outsourcing work to smaller digital agencies which could deliver more specialized campaigns. It was predicted that in 2017, brands would continue to move away from larger agencies that have in the past offered a one-stop-shop for their advertising needs. With tighter budgets, brands are seeing the cost-effectiveness of having their own studio team and paying salaries versus project-based fees. Likewise, outsourcing to specialized digital outfits for lower, one-off fees is proving more financially sound for brands.Recruitment

~~The~~We ~~industry~~seek ~~will ramp up its use of digital marketing and advertising tools~~ to ~~streamline~~attract ~~marketing~~talented ~~workflow.~~executives Aspossessing ~~brands~~key ~~and~~skills ~~ad agencies continue to leverage multiple channels to capture new audiences, eliminating tedious administrative tasks is high on the agenda. With digital tools, marketers~~ and ~~creatives~~also ~~are~~relationships ~~managing approval workflow and resources~~ with ~~greater~~brands ~~ease~~which ~~and~~can ~~transparency~~be ~~allowing~~accretive ~~them~~ to ~~stay~~our onclient ~~top of heavy workloads and multiple projects~~portfolio. ~~Some of the digital tools that the industry is moving towards are:~~

●6 ~~marketing~~Table ~~approval~~of ~~workflow software;~~Contents

●Accretive ~~agency approval workflow software;~~Acquisitions

●We ~~project~~seek ~~management~~to ~~software;~~acquire companies having the following criteria to supplement our portfolio of clients with the objective of driving our additional near and long-term revenue.

●· ~~social~~Complementary ~~marketing~~companies ~~tools~~in ~~and~~other ~~software~~major geographical markets; and · Companies that work with at least one of the top three brands in industries where we do not currently have a significant representative client.

●Our ~~online proofing tools; and~~Customers

●We ~~resource~~have ~~management~~experience ~~software~~with what we believe to be some of the industry’s most innovative companies possessing what we believe to be well-known brands. Our industry experience includes in the fields of or in respect to:

~~Not~~· ~~only~~Sports doand ~~these~~Entertainment; ~~tools~~· ~~cut~~Oil ~~out~~and ~~time-consuming~~Gas; ~~administration,~~· ~~but~~Automotive; ~~they~~· ~~offer~~Retail; ~~greater~~· ~~control~~Restaurant; · B2B; · Financial Services; · Hotel and ~~visibility~~Hospitality; ~~over~~· ~~managing~~Consumer ~~marketing~~Packaged ~~projects~~Goods as(CPG); ~~well~~· asHealthcare ~~streamline~~and ~~marketing~~Pharmaceuticals; ~~workflow~~· Technology; and · AgriChem.

~~More~~We ~~brands~~believe ~~and~~the adclient ~~agencies~~relationships ~~will~~established ~~move~~in ~~towards~~these andiverse ~~agile~~industries ~~methodology~~provide tous ~~enable~~with ~~them to be more flexible in responding to~~ a ~~rapidly~~competitive ~~changing~~edge ~~marketplace.~~over ~~Agile~~the ~~project~~broader ~~management~~market ~~was~~in ~~developed as an alternative to~~ the ~~hierarchical~~adoption ~~project~~of ~~management~~new ~~model,~~strategies ~~which favors processes~~ and ~~documentation,~~leading ~~and longer-term development projection~~technologies. ~~Agile~~Our ~~methodologies,~~services onare ~~the~~provided ~~other~~pursuant ~~hand,~~to ~~utilize~~respective aservice ~~self-organized~~agreements ~~team model~~ with ~~greater~~a ~~flexibility~~host inof ~~scope~~companies, ~~face-to-face collaboration~~ and ~~incremental~~clients ~~planning~~within tothem, ~~deliver projects on time and on budget. Experts are expecting to see more marketers and creatives to go agile to remain competitive.~~including:

To· ~~mitigate~~Citigroup; ~~the~~· ~~risk~~Bayer ofUS; ~~brands~~· ~~being~~Bayer ~~called~~Crop ~~out~~Science; by· regulatory bodies for illegal or unethical practices and tarnishing the brand reputation, more brands will toe the line because their bottom line depends on it. With that said, marketing compliance will be high on the agenda again this year with marketers having to stay on top of compliance issues to mitigate the risk of regulatory violations. Digital tools that enable brands to audit their project work will go a long way in helping businesses to manage their market compliance.Elanco

~~While~~Our ~~every~~Sales ~~brand~~ and ad agency needs highly skilled individuals on board, there will be a return to focus on teams to propel businesses forward. Rather than focusing on individuals, it is believed that agency ROI’s could benefit by nurturing teams and their skillsets, setting processes that ease heavy workloads, delegating tasks evenly and ensuring morale remains positive. Experts are also warning that departments need to stop working in silos and implement processes and tools that offer greater transparency over the entire business.Marketing

5 We have a business development team that identifies potential clients having well-known brands as well as leveraging relationships with brands with whom our team is familiar. In addition to identifying potential clients, our business development team is responsible for nurturing and maintaining existing relationships to ensure customer satisfaction and to promote follow-up campaign opportunities.

~~Experts~~Our ~~are~~business ~~also~~development ~~predicting~~team ais ~~greater~~composed ~~prevalence~~of inindustry ~~native~~innovators ~~advertising.~~in ~~With ad blocking on~~ the ~~rise,~~communications ~~brands~~business ~~need~~with todeep ~~stay~~connections ~~visible~~and ~~in a way that doesn’t interrupt the online user~~ experience. ~~Native~~in ~~advertising~~digital, issocial amedia, ~~paid~~technology, ~~advertising~~promotions, ~~placement~~mobile, ~~that~~analytics isand ~~blended~~campaign ~~seamlessly~~development, ~~into~~implementation aand ~~platform’s content so that it doesn’t interrupt the readers flow~~management. ~~The~~Our ~~increasing~~business ~~importance~~development ofteam ~~video~~ is ~~also~~led ~~being~~by ~~heralded.~~award-winning ~~Reports~~executives ~~indicate~~who aare ~~video~~frequent ~~can~~contributors ~~achieve customer conversion rates of up~~ to ~~60%.~~all-things ~~The~~digital ~~video~~on ~~medium~~television, ~~is enjoyable~~radio, ~~easy~~conferences ~~to access~~ and ~~requires little effort for engagement~~webinars. Live streaming is also providing customers a real time brand experience enabling brands to capitalize on a new revenue stream. Being “mobile friendly” is also important as growing trends indicate that brands have to wedge themselves firmly in the mobile space to stay relevant.

~~Competitive~~Our ~~Strengths~~Revenue Model

~~Since~~We derive revenues from our ~~inception~~clients based on a project-by-project basis through statement of work pursuant to a Master Services Agreement, wewhich ~~have~~is ~~worked~~typically ~~diligently~~customized to ~~establish~~each ~~and~~of ~~leverage~~our ~~key~~clients. ~~strengths~~Dependent inupon the statement of work which is directed by our ~~business~~clients, ~~model~~projects can vary from small scale platform, ~~including:~~infrastructure and application development for influencer channels to large campaign initiatives that are project-based. Fees charged to clients are typically based on project/campaign fees which include retainer and ongoing fees negotiated with our clients.

A culture of innovation and creativity. We believe the only way to survive and thrive in our rapidly changing world is to change ahead of it. We are in a state of constant evolution and re-invention. We have created a culture committed to innovation and creativity that challenges convention and breaks new ground. Our team members are protective and proud of our culture by applying its “humble, yet hungry” attitude to all facets of our business. Our people and their innovations ultimately provide us with our largest competitive advantage. For example:Competition

●Mastermind ~~First-user~~competes ~~generated~~with ~~content~~agencies ~~campaign~~owned by large communications holding companies like WPP plc, Omnicom Group, Inc., Interpublic Group of Companies, Inc. and Publicis Groupe SA., for ~~UPS;~~leading brands in almost every category.

●7 ~~First~~Table ~~YouTube~~of ~~Influencer marketing campaign for The Home Depot and Citi;~~Contents

●Contracts ~~First~~and ~~YouTube~~Material ~~Influencer Campaign for ExxonMobil; and~~Relationships

●In ~~First~~the ~~omni-channel~~normal ~~shopping~~course ~~journey~~of ~~studies~~business, we have entered and will continue to enter into development, licensing and royalty agreements. In addition, we have certain customers that represent a significant component of our revenue. For the fiscal year ended September 30, 2022, there were three clients individually representing 10% or more of our total revenues. Total estimated project revenue for ~~Macy’s~~services provided by Mastermind personnel for these clients for the year ended September 30, ~~Best~~2022, ~~Buy~~was $2,849,194. ~~and~~For ~~Staples~~the fiscal year ended September 30, 2021, there were three clients individually representing 10% or more of our total revenues. Total estimated project revenue for services provided by Mastermind personnel for these clients for the year ended September 30, 2021, was $2,755,410.

~~Exploitation~~Government ~~of Technologic Innovations and Social Marketing Importance~~Regulation

~~Our~~We ~~success~~are ~~lies,~~subject into ~~part~~a number of U.S. federal and state and foreign laws and regulations that affect companies conducting business on the Internet. These laws and regulations may involve privacy, todata ~~our~~security, ~~understanding~~advertising, rights of ~~new~~publicity, ~~technologies~~data ~~especially~~protection, incontent ~~the~~regulation, ~~social~~intellectual ~~marketing~~property, ~~space~~competition, ~~augmented~~protection ~~reality~~of minors, ~~image~~consumer ~~recognition~~protection, ~~virtual~~taxation ~~reality~~or other subjects. Many of these laws and ~~the~~regulations ~~ability~~are tostill ~~leverage~~evolving ~~these~~and ~~technologies~~being tested in courts and could be interpreted in ways that could harm our business. As a result, the application, interpretation and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we ~~believe~~operate ~~achieve~~and may be interpreted and ~~exceed~~applied inconsistently from country to country and inconsistently with our ~~clients’~~current ~~objectives~~policies and practices.

~~Experienced~~We ~~management~~are ~~team~~also subject to federal, state and ~~advisors~~foreign laws regarding privacy and the protection of user data. Foreign data protection, privacy, consumer protection, content regulation and other laws and regulations are often more restrictive than those in the United States. There are also potential federal legislative proposals and various state legislative bodies and foreign governments concerning data protection, tracking, behavioral advertising and consumer protection that could affect us.

~~Our~~In ~~management~~recent ~~team~~years, ~~not~~social ~~only~~media ~~includes~~companies, ~~highly~~to ~~experienced~~resolve ~~entrepreneurs~~investigations into various incidents, have entered into settlement agreements and ~~executives~~consent ~~from~~decrees with the ~~digital~~Federal ~~media~~Trade Commission that, ~~technology~~among other things, require them to establish an information security program designed to protect non-public consumer information and ~~entertainment~~also ~~industries~~require that they obtain periodic independent security assessments. Violation of any regulatory orders, ~~but~~settlements, ~~also~~or ~~outstanding~~consent ~~strategic~~decrees ~~and~~into ~~creative~~which ~~advisors~~we ~~who~~may ~~are~~be ~~experts~~required into ~~social~~enter ~~media~~could subject us to substantial monetary fines and ~~integrated~~other ~~marketing~~penalties ~~campaigns.~~that ~~See~~could ~~“Management”~~negatively ~~for~~affect ~~details~~our financial condition and results of operations.

~~Our~~8 ~~Growth~~Table ~~Strategy~~of Contents

After more than 35 years of experience by management in delivering innovative involvement marketing campaigns, including more than nine years since our formation in January 2012, we believe our business model is market tested and poised for growth. While executing on our business strategy, we believe we have assembled a diverse and experienced team of senior managers, account executives and creative and analytical directors; developed and executed on involvement marketing campaigns which we believe have added value to our clients; and created our own brand-recognition in the marketing service agency industry. Key elements of our strategy to accelerate revenue growth and continue penetration of the marketplace include:Backlog

~~Organic~~Our ~~Growth~~backlog in the ordinary course of business was approximately $3,115,366 at September 30, 2022.

We seek to work with one of the top three brands in almost every industry with focus on Restaurants, Packaged Goods, Retail, Pharma/OTC, Fuel, Automotive, Healthcare, Grocery/Convenience, and Entertainment. We will continue to use a mix of digital, social, public relations, and personal outreach to facilitate our organic growth.Employees

~~Strategic~~As ~~Partnerships~~of September 30, 2022, we had 24 contract and full-time employees at our leased facility in Atlanta, Georgia. None of these employees are covered by a collective bargaining agreement, and management considers its relations with its employees to be good.

WeItem ~~seek~~1A. toRisk ~~develop strategic partnerships and alliances with companies that can facilitate expansion of our services to Fortune 500 companies having strong and well-recognized brands.~~Factors

~~Executive~~Not ~~Team Recruitment~~applicable.

WeItem ~~seek~~1B. toUnresolved ~~attract~~Staff ~~talented executives possessing key skills and also relationships with brands which can be accretive to our client portfolio.~~Comments

6 None.

~~Accretive~~Item ~~Acquisitions~~2. Properties

We ~~seek~~do tonot ~~acquire~~own ~~companies~~any ~~having~~properties. ~~the~~We ~~following~~lease ~~criteria~~our corporate facility in Atlanta, Georgia pursuant to ~~supplement~~a ~~our~~commercial ~~portfolio~~lease ofagreement ~~clients~~(the “Lease”) with 1450 West Peachtree, LLC, a Georgia limited liability company (the ~~objective~~“Landlord”). The manager of ~~driving~~the Landlord is also our ~~additional~~chief ~~near~~executive ~~and~~officer. ~~long~~We believe our current leased facility space is adequate for our near-term ~~revenue~~needs.

●Subsequent ~~Complementary~~to ~~companies~~September in30, ~~other~~2022, ~~major~~the ~~geographical~~Company ~~markets;~~gave notice to our landlord for our leased office space to terminate the agreement as of December 31, 2022 with no payments due thereafter. The landlord agreed to the termination of the lease with no penalties and no additional payments required. The Company has adopted a fully remote work environment and no replacement office space is planned for.

●Item ~~Companies~~3. ~~that~~Legal ~~work with at least one of the top three brands in industries where we do not currently have a significant representative client.~~Proceedings

~~Our~~On ~~Customers~~February 11, 2022, a Complaint and Demand for Jury Trial (the “Complaint”) was filed by a plaintiff (the “Plaintiff”) in the United States District Court for the Eastern District of Pennsylvania. The Complaint named Mastermind, Inc. (“the Company”) and Daniel Dodson, the Company’s Chief Executive Officer, (the “CEO”). The Company and the CEO are collectively referred to herein as “Defendants”. The Complaint includes alleged breach of contract and alleged breach of implied contract by the Defendants related to the Plaintiff’s allegations that he was entitled to 3,000,000 shares of common stock of the Company from the reverse merger transaction completed on February 14, 2018. The Defendants successfully got the Complaint transferred to the United States District Court for the Northern District of Georgia. The Defendants will contest the complaint and strongly believe they will prevail.

WeOther ~~have~~than ~~experience~~the ~~with~~above ~~what~~ we ~~believe~~are tonot bea ~~some~~party ofto ~~the~~any ~~industry’s~~other ~~most~~legal ~~innovative~~proceedings, ~~companies~~other ~~possessing~~than ~~what~~ordinary weroutine ~~believe~~litigation incidental to beour ~~well-known~~business, ~~brands.~~which ~~Our~~we ~~industry~~believe ~~experience~~will ~~includes~~not inhave ~~the~~a ~~fields~~material ofeffect on our financial position or inresults ~~respect~~of ~~to:~~operations.

●Item ~~Sports~~4. ~~and~~Mine ~~Entertainment;~~Safety Disclosures

●Not ~~Oil and Gas;~~applicable.

●9 ~~Automotive;~~Table of Contents

●Part ~~Retail;~~II

●Item ~~Restaurant;~~5. Market Information for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

●Our ~~B2B;~~common stock is quoted on the OTC Market under the symbol “MMND”. There is very limited trading of our common stock. The stock market in general has experienced significant stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in the market prices of their common stock. We believe that a number of factors, both within and outside our control, could cause the price of our common stock to fluctuate, perhaps substantially. Factors such as the following could have a significant adverse impact on the market price of our common stock:

●· ~~Financial~~Our ~~Services~~financial position and results of operations; · Any litigation against us; · Possible regulatory requirements on our business; · The issuance of new debt or equity securities pursuant to a future offering; · Our ability to obtain additional financing and the terms thereof; · Changes in interest rates; · Competitive developments; · Variations and fluctuations in our operating results; · Change in financial estimates by securities analysts; · The depth and liquidity of the market for our common stock; · Investor perceptions of us; and · General economic and business conditions.

●As ~~Hotel~~of ~~and~~January ~~Hospitality;~~6, 2023, there were approximately 4,720 stockholders of record. The last sale price as quoted by the OTCQB tier of The OTC Markets on January 6, 2023, was $0.349 per share.

●Securities ~~Consumer~~Authorized ~~Packaged~~for ~~Goods~~Issuance ~~(CPG);~~under Equity Compensation Plans as of the End of Fiscal 2018 Equity Compensation Plan Information

● Healthcare and Pharmaceuticals;

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance
Equity compensation plans approved by stockholders			-	(1)		$	-				4,000,000

●(1) ~~Technology; and~~

●This ~~AgriChem~~total represents shares available to be issued pursuant to the Mastermind, Inc. 2018 Equity Incentive Plan.

7 Recent Sales of Unregistered Securities

WeDuring ~~believe~~ the ~~client~~year ~~relationships~~ended ~~established~~September in30, ~~these~~2022, ~~diverse industries provide us with a competitive edge over~~ the ~~broader~~Company ~~market~~did innot ~~the~~issue ~~adoption~~common ~~of new strategies and leading technologies~~stock. ~~Our services are provided pursuant to respective service agreements with a host of companies, and clients within them, including:~~

●Dividend ~~Citigroup Inc.;~~Policy

●Our ~~Bayer~~dividend ~~Animal~~policy ~~Health;~~is determined by our Board of Directors and depends upon a number of factors, including our financial condition and performance, its cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws and any credit or other contractual arrangements may then impose. We have not paid any cash dividends on our common stock and at the current time we do not anticipate paying a cash dividend on our common stock in the foreseeable future. We did not declare or pay any cash dividends on our common stock during the past two fiscal years.

●Item ~~Bayer~~6. ~~CropScience~~Selected ~~Ltd;~~Financial Data

●Not ~~Bayer Drop U~~Applicable.~~S.;~~

●10 ~~Bayer~~Table ~~Drop~~of ~~Global;~~Contents

●Item ~~Elanco~~7. Management’s Discussion and Analysis or Plan of Operation

~~Our Sales and Marketing~~Overview

WeOur ~~have~~company was formed on January 1, 2012, by MM Inc. the Founding Member, through a contribution of assets. The organization, as governed by the Written Operating Agreement dated January 1, 2012, was formed for the purpose of engaging in the business ~~development~~of ~~team~~conceiving, ~~that~~developing, ~~identifies~~selling, ~~potential~~marketing, ~~clients~~implementing ~~having~~and/or ~~well-known~~otherwise ~~brands~~providing asservices, ~~well~~systems, asplatforms ~~leveraging~~and ~~relationships~~products ~~with~~in ~~brands~~the ~~with~~areas ~~whom~~of ~~our~~mobile, ~~team~~social, isdigital ~~familiar.~~and Intraditional ~~addition~~marketing to ~~identifying~~and ~~potential~~for ~~clients~~businesses and organizations, ~~our~~and conducting services and functions incidental to the operation of such business. ~~development~~Effective ~~team~~January is1, ~~responsible~~2017 ~~for~~and ~~nurturing~~March 1, 2017, we granted a thirty percent (30%) and ~~maintaining~~ten ~~existing~~percent ~~relationships~~(10%) interest to ~~ensure~~Villanta ~~customer~~and ~~satisfaction~~Digital ~~and~~Advize, respectively, in consideration of services to ~~promote~~be ~~follow-up~~provided ~~campaign~~to ~~opportunities~~us.

~~Our~~We ~~business~~are ~~development~~an ~~team~~involvement marketing service agency, whose mission is ~~composed~~to become one of ~~industry~~the ~~innovators~~most well-respected marketing service agencies in the ~~communications~~industry ~~business~~capable of involving people with ~~deep~~Fortune ~~connections~~500 brands that designs, creates and ~~experience~~develops inbranding ~~digital~~and marketing campaigns, ~~social~~primarily ~~media~~for large corporate clients with category-leading brands. We specialize in getting consumers and customers to take an action that leads to brand awareness, ~~technology~~trial, ~~promotions~~loyalty, ~~mobile~~and ultimately advocacy. Our conversion initiatives facilitate the involvement of more of the “right customers” with the brands of our clients. Our programs can take on various forms, ~~analytics~~including creating and managing digital content, designing campaign ~~development~~websites/landing pages, ~~implementation~~social media and ~~management.~~viral ~~Our~~campaigns, ~~business~~mobile ~~development~~marketing ~~team~~initiatives, isbrand ~~led~~communications byand ~~award-winning~~search ~~executives~~engine ~~who~~optimization. ~~are~~We ~~frequent~~deliver ~~contributors~~innovative, result-producing campaigns to ~~all-things~~meet ~~digital~~the onbusiness ~~television~~objectives of each client through any number, ~~radio~~or combination thereof, ~~conferences~~or ~~and~~cutting-edge ~~webinars~~marketing initiatives.

Our ~~Revenue~~most ~~Model~~important assets in delivering the highest-quality involvement marketing services to our clients are our highly talented and experienced people made up of technologists, strategists, account service, paid media and creatives who work together and represent a cross-discipline of experts. We pride ourselves in a culture of mutually-shared support and teamwork. We ensure that our team is provided the best-in-class research, equipment, technology and training in all disciplines within our proven delivery process to deliver cutting-edge initiatives the get results. We are very competitive and have a winning culture that is present throughout the work we do for our clients and their brands.

WeOur ~~derive~~organization ~~revenues~~has ~~from~~been ~~our~~structured ~~clients~~in ~~based~~a onmanner ato ~~project-by-project~~ensure ~~basis~~a ~~through~~broad ~~statement~~range of ~~work~~thinking, ~~pursuant~~facilitate towork aflow, ~~Master~~and ~~Services~~deliver ~~Agreement,~~unparalleled ~~which~~marketing isinitiatives ~~typically~~and ~~customized~~service to ~~each of~~ our clients. ~~Dependent~~This ~~upon~~is ~~the~~proven ~~statement~~by ofstrong ~~work~~and ~~which~~long-lasting isrelationships ~~directed~~with by our clients, ~~projects~~and ~~can~~tenure ~~vary~~of ~~from~~our ~~small~~key ~~scale~~executives. ~~platform,~~We ~~infrastructure~~have ~~and~~a ~~application~~proven, ~~development~~five-step ~~for~~cyclical ~~influencer~~approach ~~channels~~ to ~~large~~every ~~campaign~~client ~~initiatives~~engagement that ~~are~~ensures ~~project-based.~~learning ~~Fees~~from ~~charged~~every ~~to clients are typically based on project/~~campaign ~~fees~~execution ~~which~~is ~~include~~used ~~retainer-~~to ~~and~~optimize ~~ongoing-fees~~future ~~negotiated with our clients~~campaigns.

~~Our~~After ~~Competition~~more than 35 years of experience in delivering innovative involvement marketing campaigns, including more than nine years since our formation in January 2012, we believe our business model is market tested and poised for growth. While executing on our business strategy, we believe we have assembled a diverse and experienced team of senior managers, account executives and creative and analytical directors; developed and executed on involvement marketing campaigns which we believe have added value to our clients; and created our own brand-recognition in the marketing service agency industry. Key elements of our strategy to accelerate revenue growth and continue penetration of the marketplace include organic growth, strategic partnerships, recruitment of talented executives, and accretive acquisitions.

~~Mastermind~~We ~~competes~~have relationships with ~~agencies~~what ~~owned~~we bybelieve ~~large~~to ~~communications~~be ~~holding~~some ~~companies~~of ~~like~~the ~~WPP~~industry’s ~~plc,~~most ~~Omnicom~~innovative ~~Group~~companies, ~~Inc.~~including Fortune 500 companies, ~~Interpublic~~in ~~Group~~a diverse spectrum of ~~Companies,~~industries ~~Inc.~~possessing ~~and~~what ~~Publicis~~we ~~Groupe~~believe ~~SA.,~~to ~~for~~be ~~leading~~well-known brands. We believe the client relationships established within these diverse industries provide us with a competitive edge over the broader market in ~~almost~~the ~~every~~adoption ~~category~~of new strategies and leading technologies. We generate revenues from project/campaign-based fees charged to our clients pursuant to client-specific service agreements.

~~Contracts~~Through the efforts of our business development team, we identify potential clients having well-known brands as well as leveraging relationships with brands with whom our team is familiar. In addition to identifying potential clients, our senior management team is responsible for nurturing and ~~Material~~maintaining ~~Relationships~~existing relationships to ensure customer satisfaction and to promote follow-up campaign opportunities. Our business development team is composed of industry innovators in the communications business with deep connections and experience in digital, social media, technology, promotions, mobile, analytics and campaign development, implementation and management. Our business development team is led by award-winning executives who are frequent contributors to all-things digital on television, radio, conferences and webinars.

InFiscal the normal course of business, we have entered and will continue to enter into development, licensing and royalty agreements. In addition, we have certain customers that represent a significant component of our revenue. For the fiscal year ended September 30, 2021, there were four clients individually representing 10% or more of our total revenues. Total gross margin for these clients for the year ended September 30, 2021, was $1,647,120. For the fiscal year ended September 30, 2020, there were four clients individually representing 10% or more of our total revenues. Total gross margin for these clients for the year ended September 30, 2020, was $1,959,287.Year

~~Government~~Our ~~Regulation~~fiscal year ends on September 30. Reference in this annual report on Form 10-K to a fiscal year is reference to the fiscal year ended September 30. For example, references to “fiscal 2022” or our “2022 fiscal year” refer to the fiscal year ended September 30, 2022.

WeCritical ~~are~~Accounting subject to a number of U.S. federal and state and foreign laws and regulations that affect companies conducting business on the Internet. These laws and regulations may involve privacy, data security, advertising, rights of publicity, data protection, content regulation, intellectual property, competition, protection of minors, consumer protection, taxation or other subjects. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted in ways that could harm our business. As a result, the application, interpretation and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices.Policies

8 Our significant accounting policies are summarized in Note 2 to our financial statements. However, certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our financial statements. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of market trends, information provided by our strategic partners and information available from other outside sources, as appropriate. Actual results may differ significantly from the estimates contained in our financial statements.

We11 ~~are~~Table ~~also subject to federal, state and foreign laws regarding privacy and the protection~~ of user data. Foreign data protection, privacy, consumer protection, content regulation and other laws and regulations are often more restrictive than those in the United States. There are also potential federal legislative proposals and various state legislative bodies and foreign governments concerning data protection, tracking, behavioral advertising and consumer protection that could affect us.Contents

InResults recent years, social media companies, to resolve investigations into various incidents, have entered into settlement agreements and consent decrees with the Federal Trade Commission that, among other things, require them to establish an information security program designed to protect non-public consumer information and also require that they obtain periodic independent security assessments. Violation of any regulatory orders, settlements, or consent decrees into which we may be required to enter could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations.Operations

~~Backlog~~Fiscal Year Ended September 30, 2022 vs. September 30, 2021

Our backlog in the ordinary course of business was approximately $3,550,000 at September 30, 2021.

	Years Ended
	September 30,
	2022		2021			Change			%
Revenue	$	4,540,060	$	3,827,721		$	712,339			18.6	%
Gross profit		3,005,662		2,329,196			676,466			29.0	%
Total operating expenses		2,267,369		2,344,601			(77,232	)	(3.3)		%
Income (loss) from operations		738,293		(15,405	)		753,698		4,892.6		%
Total other income		1,697		782,145			(780,448	)		(99.8)	%
Income before provision (benefit) for income taxes		739,990		766,740			(26,750	)	(3.5)		%
Provision (benefit) for income tax		51,271		(528	)		51,799			9,810.4	%
Net income after tax	$	688,719	$	767,268		$	(78,549	)	(10.2)		%

~~Employees~~Revenues

AsRevenues offor the year ended September 30, ~~2021~~2022 were $4,540,060 weas ~~had~~compared 25with ~~contract~~$3,827,721 ~~and~~for ~~full-time~~the ~~employees~~comparable atprior ~~our~~year ~~leased~~period, ~~facility~~an inincrease ~~Atlanta~~of $712,339 ~~Georgia~~or 19%. ~~None~~The increase is primarily attributable to post pandemic rebound of ~~these~~client ~~employees~~projects ~~are~~that ~~covered~~had bypreviously abeen ~~collective~~delayed, ~~bargaining~~the ~~agreement~~timing of project work being completed, and ~~management~~also ~~considers~~the ~~its~~revenue ~~relations~~being ~~with~~recognized ~~its~~for ~~employees~~direct expenses (media, influencer fees, etc.) attributable to bejobs. ~~good~~These fluctuations in work accomplished and revenue being recognized for direct expenses are normal occurrences in our business.

~~Item~~12 ~~1A.~~Table ~~Risk~~of ~~Factors~~Contents

~~Not~~Gross ~~applicable.~~Profit

~~Item~~Gross 1Bprofit for the year ended September 30, 2022 was $3,005,662 or 66% of revenues, compared with $2,329,196 or 61% of revenues, for the comparable prior year period. ~~Unresolved~~The ~~Staff~~increase ~~Comments~~in gross profit dollars was a result of higher revenues, including higher gross margins in the current period. The increase in gross margin percentage is primarily a result of the Company having more projects with lower direct expenses in the year ended September 30, 2022, compared to same period of last year. Direct cost includes expenses for media, sponsorship fees, etc. Gross margin will fluctuate from year to year based on the types of work assigned to the Company by its clients.

~~None.~~Operating Expenses

~~Item~~Total operating expenses for the year ended September 30, 2022 were $2,267,369 as compared with $2,344,601 for the comparable prior year period, a decrease of $77,232 or 3%. ~~Properties~~The decrease was primarily a result of a decrease in wages and benefits of $285,854, as a result of increases of in-house versus external work, along with decreases in other general and administrative costs of $114,000, offsetting by increases in management consulting fees of $130,500, and increases in professional fees (including public company expenses) of $192,122 primarily due to a new litigation occurred in fiscal year 2022.

WeIncome dobefore ~~not~~provision ~~own any properties. We lease our corporate facility in Atlanta, Georgia pursuant to a commercial lease agreement~~ (~~the “Lease”~~benefit) with 1450 West Peachtree, LLC, a Georgia limited liability company (the “Landlord”). The manager of the Landlord is also our chief executive officer. We believe our current leased facility space is adequate for ~~our~~income ~~near-term needs.~~taxes

~~Item~~Income 3before provision (benefit) for income taxes for the year ended September 30, 2022, was $739,990 as compared to $766,740 for the comparable prior year period, which included a gain on PPP loan forgiveness of $780,288. Excluding ~~Legal~~the ~~Proceedings~~gain on PPP loan forgiveness, the Company incurred a $15,405 loss from operations in fiscal 2021 and increased income from operations by $753,698 during fiscal 2022.

WeOther ~~are~~Income ~~not~~or ~~a party to any other legal proceedings~~Expense, ~~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.~~net

~~Item~~Other 4.income, ~~Mine~~net ~~Safety~~for ~~Disclosures~~the year ended September 30, 2022, was $1,697 as compared to $782,145 for the comparable prior year period, which included a gain on PPP loan forgiveness of $780,288.

~~Not~~Provision ~~applicable.~~(benefit) for Income Tax

9 Provision for income tax for the year ended September 30, 2022 was $51,271 as compared to an income tax benefit of $528 for the comparable prior year period. The increase in income tax expense is primarily due to an increase in income from operations of $753,698 as compared to the same prior year period. Provision (benefit) for income tax is estimated quarterly applying both federal and state tax rates.

~~Part~~Liquidity IIand Capital Resources

Item 5. Market Information for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

	September 30,		September 30,
	2022		2021		Change		%
Cash	$	1,735,140	$	1,075,188	$	659,952		61.4	%

Current assets	$	3,326,379	$	2,445,114	$	881,265		36.0	%
Current liabilities	$	551,733	$	425,601	$	126,132	29.6		%
Working capital	$	2,774,646	$	2,019,513	$	755,133		37.4	%

~~Our~~As ~~common stock is quoted on the OTC Market under the symbol “MMND”. There is very limited trading~~ of ~~our~~September ~~common~~30, ~~stock. The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases~~2022, ~~these~~we ~~fluctuations~~had ~~have~~cash ~~been unrelated to the operating performance~~ of ~~the~~$1,735,140, ~~affected~~an ~~companies.~~increase ~~Many companies have experienced dramatic volatility in the market prices~~ of ~~their~~$659,952, ~~common~~or ~~stock.~~61% Wewhen ~~believe~~compared ~~that~~with a ~~number~~balance of ~~factors~~$1, ~~both within and outside our control~~075,188 ~~could~~as ~~cause the price~~ of ~~our~~September ~~common stock to fluctuate~~30, ~~perhaps substantially~~2021. ~~Factors such as the following could have a significant adverse impact on the market price of our common stock:~~

● Our financial position and results of operations;

	Years Ended
	September 30,
	2022			2021			Change			%
Cash provided by (used in) operating activities	$	675,605		$	(195,223	)	$	870,828		446		%
Cash used in investing activities	$	(15,653	)	$	(15,389	)	$	(264	)		2	%
Cash provided by financing activities	$	-		$	478,538		$	(478,538	)	(100)		%
Net Change in Cash During Period	$	659,952		$	267,926		$	392,026			146	%

●13 ~~Any~~Table ~~litigation~~of ~~against us;~~Contents

●During ~~Possible~~the ~~regulatory~~year ~~requirements~~ended onSeptember 30, 2022, $675,605 was provided by operating activities as compared with net cash used in operating activities of $195,223 for the comparable prior year period. Our uses of cash for operating activities have primarily consisted of salaries and wages for our ~~business~~employees; costs incurred in connection with performance on client projects; facility and facility-related costs, material, management consulting 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 after tax of $688,719, depreciation expense of $23,144, change of deferred tax of $78,531, offset by stock compensation expense reversal of $13,500, and changes in operating assets and liabilities of $101,289.

●During ~~The~~the ~~issuance~~year ofended ~~new~~September ~~debt~~30, or2021, ~~equity~~we ~~securities~~used ~~pursuant~~$195,223 toin operating activities, which were a ~~future~~result ~~offering;~~of the net income after tax of $767,268, stock compensation expense of $77,000 and depreciation expense of $21,722, offset by the gains on the PPP loan forgiveness of $780,288, change of deferred tax of $1,278 and changes in current assets and liabilities of $279,647.

●During ~~Our~~the ~~ability~~years toended ~~obtain~~September ~~additional~~30, ~~financing~~2022, and 2021, net cash used in investing activities were $15,653 and $15,389, respectively, and were a result of the ~~terms~~purchase ~~thereof;~~of computers and office equipment.

●During ~~Changes~~the inyear ~~interest~~ended ~~rates;~~September 30, 2022, the Company did not have any cash flow activity from financing activities and September 30, 2021, we received $478,538 related to amounts received under the Paycheck Protection Program.

●The ~~Competitive~~ability ~~developments;~~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 September 30, 2022, our cash position and cash flows from our 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 ~~Variations~~potential future sale of equity or debt securities may result in dilution to our stockholders, and ~~fluctuations~~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 ~~operating~~operations ~~results;~~or business development activities.

●The ~~Change~~ongoing pandemic related issues from the coronavirus could adversely impact our liquidity and capital resources, especially if our customers are negatively impacted by the decrease in ~~financial~~economic ~~estimates~~activity caused by ~~securities~~the ~~analysts;~~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 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.

●This ~~The~~annual ~~depth~~report ~~and~~on ~~liquidity~~Form 10-K contains certain statements that are “forward-looking” within the meaning of the ~~market~~Private ~~for~~Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”). These forward-looking statements and other information are based on our ~~common~~beliefs ~~stock;~~as well as assumptions made by us using information currently available.

●Off-Balance ~~Investor~~Sheet ~~perceptions of us; and~~Arrangements

●As ~~General~~of ~~economic~~September ~~and~~30, ~~business~~2022, ~~conditions~~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.

AsItem ~~of February, 7, 2022, there were approximately 4,721 stockholders of record~~7A. ~~The~~Quantitative ~~last~~and ~~sale~~Qualitative ~~price~~Disclosures asAbout ~~quoted~~Market ~~by the OTCQB tier of The OTC Markets on February 7, 2022, was $0.056 per share.~~Risk

~~Securities~~Not ~~Authorized for Issuance under Equity Compensation Plans as of the End of Fiscal 2018 Equity Compensation Plan Information~~Applicable.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance
Equity compensation plans approved by stockholders			-	(1)		$	-				4,000,000

Item 8. Financial Statements and Supplementary Data

~~(1)~~The ~~This~~following ~~total~~Consolidated ~~represents~~Financial ~~shares~~Statements ~~available~~and torelated bereport ~~issued~~of ~~pursuant~~independent toregistered ~~the~~public ~~Mastermind~~accounting firm are included in this report and are incorporated by reference in Part II, ~~Inc~~Item 8 hereof. ~~2018~~See ~~Equity~~Index ~~Incentive~~to ~~Plan~~Financial Statements on page F-1 hereof.

~~Recent~~Report ~~Sales~~ of ~~Unregistered~~Independent ~~Securities~~Registered Public Accounting Firm – Prager Metis CPAs LLC

OnConsolidated ~~January~~Balance 4,Sheets ~~2021,~~at ~~the~~September ~~Company~~30, ~~issued 235~~2022,~~000~~ ~~shares~~and ~~of restricted common stock to a consultant in exchange for consulting services provided to the Company. The shares were valued at $0.10 per share.~~2021

OnConsolidated ~~January~~Statements ~~4, 2021, the Company issued 100,000 shares~~ of ~~restricted~~Operations ~~common stock to a consultant in exchange~~ for ~~consulting services provided to~~ the ~~Company.~~years ~~The~~ended ~~shares~~September ~~were~~30, ~~valued~~2022, atand ~~$0.10 per share.~~2021

OnConsolidated ~~January~~Statements ~~4, 2021, the Company issued 300,000 shares~~ of ~~restricted~~Stockholders’ ~~common~~Equity ~~stock to a consultant in exchange~~ for ~~consulting services provided to~~ the ~~Company.~~years ~~The~~ended ~~shares~~September ~~were~~30, ~~valued~~2022, atand ~~$0.10 per share.~~2021

~~Dividend~~Consolidated ~~Policy~~Statements of Cash Flows for the years ended September 30, 2022, and 2021

~~Our~~Notes ~~dividend~~to ~~policy~~Consolidated isFinancial determined by our Board of Directors and depends upon a number of factors, including our financial condition and performance, its cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws and any credit or other contractual arrangements may then impose. We have not paid any cash dividends on our common stock and at the current time we do not anticipate paying a cash dividend on our common stock in the foreseeable future. We did not declare or pay any cash dividends on our common stock during the past two fiscal years.Statements

~~Item~~14 6.Table ~~Selected~~of ~~Financial Data~~Contents

Not Applicable.

Item 7. Management’s Discussion and Analysis or Plan of Operation

Overview

Our company was formed on January 1, 2012, by MM Inc. the Founding Member, through a contribution of assets. The organization, as governed by the Written Operating Agreement dated January 1, 2012, was formed for the purpose of engaging in the business of conceiving, developing, selling, marketing, implementing and/or otherwise providing services, systems, platforms and products in the areas of mobile, social, digital and traditional marketing to and for businesses and organizations, and conducting services and functions incidental to the operation of such business. Effective January 1, 2017 and March 1, 2017, we granted a thirty percent (30%) and ten percent (10%) interest to Villanta and Digital Advize, respectively, in consideration of services to be provided to us.

We are an involvement marketing service agency, whose mission is to become one of the most well-respected marketing service agencies in the industry capable of involving people with Fortune 500 brands that designs, creates and develops branding and marketing campaigns, primarily for large corporate clients with category-leading brands. We specialize in getting consumers and customers to take an action that leads to brand awareness, trial, loyalty, and ultimately advocacy. Our conversion initiatives facilitate the involvement of more of the “right customers” with the brands of our clients. Our programs can take on various forms, including creating and managing digital content, designing campaign websites/landing pages, social media and viral campaigns, mobile marketing initiatives, brand communications and search engine optimization. We deliver innovative, result-producing campaigns to meet the business objectives of each client through any number, or combination thereof, or cutting-edge marketing initiatives.

Our most important assets in delivering the highest-quality involvement marketing services to our clients are our highly talented and experienced people made up of technologists, strategists, account service, paid media and creatives who work together and represent a cross-discipline of experts. We pride ourselves in a culture of mutually-shared support and teamwork. We ensure that our team is provided the best-in-class research, equipment, technology and training in all disciplines within our proven delivery process to deliver cutting-edge initiatives the get results. We are very competitive and have a winning culture that is present throughout the work we do for our clients and their brands.

Our organization has been structured in a manner to ensure a broad range of thinking, facilitate work flow, and deliver unparalleled marketing initiatives and service to our clients. This is proven by strong and long-lasting relationships with our clients and tenure of our key executives. We have a proven, five-step cyclical approach to every client engagement that ensures learning from every campaign execution is used to optimize future campaigns.

After more than 35 years of experience in delivering innovative involvement marketing campaigns, including more than nine years since our formation in January 2012, we believe our business model is market tested and poised for growth. While executing on our business strategy, we believe we have assembled a diverse and experienced team of senior managers, account executives and creative and analytical directors; developed and executed on involvement marketing campaigns which we believe have added value to our clients; and created our own brand-recognition in the marketing service agency industry. Key elements of our strategy to accelerate revenue growth and continue penetration of the marketplace include organic growth, strategic partnerships, recruitment of talented executives, and accretive acquisitions.

We have relationships with what we believe to be some of the industry’s most innovative companies, including Fortune 500 companies, in a diverse spectrum of industries possessing what we believe to be well-known brands. We believe the client relationships established within these diverse industries provide us with a competitive edge over the broader market in the adoption of new strategies and leading technologies. We generate revenues from project/campaign-based fees charged to our clients pursuant to client-specific service agreements.

Through the efforts of our business development team, we identify potential clients having well-known brands as well as leveraging relationships with brands with whom our team is familiar. In addition to identifying potential clients, our senior management team is responsible for nurturing and maintaining existing relationships to ensure customer satisfaction and to promote follow-up campaign opportunities. Our business development team is composed of industry innovators in the communications business with deep connections and experience in digital, social media, technology, promotions, mobile, analytics and campaign development, implementation and management. Our business development team is led by award-winning executives who are frequent contributors to all-things digital on television, radio, conferences and webinars.

Fiscal Year

Our fiscal year ends on September 30. Reference in this annual report on Form 10-K to a fiscal year is reference to the fiscal year ended September 30. For example, references to “fiscal 2021” or our “2021 fiscal year” refer to the fiscal year ended September 30, 2021.

Critical Accounting Policies

Our significant accounting policies are summarized in Note 2 to our financial statements. However, certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our financial statements. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of market trends, information provided by our strategic partners and information available from other outside sources, as appropriate. Actual results may differ significantly from the estimates contained in our financial statements.

Results of Operations

Fiscal Year Ended September 30, 2021 vs. September 30, 2020

Revenues

Revenues for the fiscal year ended September 30, 2021, were $3,827,721 as compared with $3,638,503 for the comparable prior year period, an increase of $189,218 or 5.2%. The increase is primarily attributable to an increase in clients project budgets.

Gross Profit

Gross profit for the fiscal year ended September 30, 2021 was $2,329,196 or 60.9% of revenues, compared with $2,498,790 or 68.7% of revenues, for the comparable prior year period. The decrease in gross profit and margin was a result of higher labor costs and higher direct costs associated with the revenues for the current fiscal year compared to the previous fiscal year. This increase is due to the types of marketing projects completed during the current year and higher associated direct costs for items such as paid media. Gross margin will fluctuate from year to year based on the types of work assigned to the Company by its clients.

General and Administrative Expenses

General and administrative expenses for the fiscal year ended September 30, 2021, were $2,344,601 as compared with $2,450,392 for the comparable prior year period Our general and administrative expenses in the aggregate decreased by $105,791 or 4.3%. The significant accounts that increased (decreased) for the year ended September 30, 2021, compared to September 30, 2020, are as follows:

Description	Amount
Freelance Admin	$	79,830
Stock Compensation Expense		77,000
Office Rent		119,273
Management Consulting		(220,572	)
Public Company expenses		(36,659	)
Insurance expense		(35,093	)
Legal Fees		(26,558	)
Utilities		(15,798	)
All other		(47,214	)
Total	$	(105,791	)

Other Income or Expense, Net

Other income, net for the fiscal year ended September 30, 2021, was $782,145 as compared with other expense, net of $12,247 for the comparable prior year period. The current year includes gains on two PPP loans that were forgiven in the amount of $780,288. Other expenses for the year ended September 30, 2020, related to exploratory merger and acquisition costs incurred.

Income taxes

Income tax benefit for the year ended September 30, 2021 was $528 compared to $105,022 for the year ended September 30, 2020. The prior year benefit was primarily a result of income tax refunds due the Company of $117,710.

Liquidity and Capital Resources

As of September 30, 2021, we had cash and cash equivalents of $1,075,188, an increase of $267,926 when compared with a cash and cash equivalents balance of $807,262 as of September 30, 2020.

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 fiscal year ended September 30, 2021, net cash used in operating activities was $195,223 compared to net cash used in operating activities of $222,061 for the comparable prior year period. Net cash flows used in operating activities for the current year were a result of the net income of $767,268, stock compensation expense of $77,000 and depreciation expense of $21,722, offset by the gains on the PPP loan forgiveness of $780,288 and changes in current assets and liabilities of $280,925.

Net cash flows used in operating activities for the prior year was a result of net income of $141,173 and depreciation expense of $27,053, offset by changes in assets and liabilities of $390,947.

During the fiscal year ended September 30, 2021, we used $15,389 in investing activities as compared with net cash of $14,600 used in investing activities for the comparable prior year period. The net cash outflows during the fiscal years ended September 30, 2021, and 2020, are a result of the purchase of computers and office equipment.

During the fiscal year ended September 30, 2021, we had net cash of $478,538 provided by financing activities as compared to net cash of $301,750 for the comparable prior year period. The net cash inflows from financing activities for both years were related to the funding of a Paycheck Protection Program loan.

There were no options or warrants exercised during the fiscal years ended September 30, 2021, and 2020.

The ability to attract additional capital investments 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 product introductions and enhancements to existing products, and the opportunities to acquire complimentary businesses that may be made available to us from time-to-time. We believe that as of September 30, 2021, our cash position and cash flows from our fiscal 2022 operations will be sufficient to fund our working capital and planned strategic activities 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.

Off Balance Sheet Arrangements

As of September 30, 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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 8. Financial Statements and Supplementary Data

The following Consolidated Financial Statements and related report of independent registered public accounting firm are included in this report and are incorporated by reference in Part II, Item 8 hereof. See Index to Financial Statements on page F-1 hereof.

Report of Independent Registered Public Accounting Firm – Prager Metis CPAs LLC

Consolidated Balance Sheets at September 30, 2021, and 2020

Consolidated Statements of Operations for the years ended September 30, 2021, and 2020

Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2021, and 2020

Consolidated Statements of Cash Flows for the years ended September 30, 2021, and 2020

Notes to Consolidated Financial Statements

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

The certificates of our principal executive officer and principal financial and accounting officer attached as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures, and internal control over financial reporting. Such certifications should be read in conjunction with the information contained in this Item 9A for a more complete understanding of the matters covered by such certifications.

Management’s Annual Report on Internal Control Over Financial Reporting

As required by the SEC rules and regulations for the implementation of Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at September 30, ~~2021~~2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO).

Based on our assessments and those criteria and 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 September 30, ~~2021~~2022, 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 September 30, ~~2021~~2022, 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.

This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Securities and Exchange Commission rules that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

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.

Item 9B. Other Information

None.

14 15 Table of Contents

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Mastermind is currently comprised of one director. Our director and named executive officer, their ages and positions, as well as certain biographical information of these individuals, are set forth below. The ages of the individuals are provided as of ~~February~~January 1413, ~~2022~~2023.

Name	Age	~~Age~~	Positions Held with the Registrant	~~Positions Held with the Registrant~~
Daniel A. Dodson	63		62Director, Chief Executive Officer	~~Director, Chief Executive Officer~~
Michael Gelfond	50		49Executive Vice President	~~Executive Vice President~~
Ricardo Rios	46		45Senior Vice President	~~Senior Vice President~~

Biographies of Directors and Executive Officers

Daniel A. Dodson. Mr. Dodson has served as chief executive officer and sole director of the Company since January 1, 2012, the date of our inception and is sole director of Mastermind, Inc. since February 14, 2018. In 1984, Mr. Dodson was the founder, sole owner and president of National Promotion Services which was subsequently renamed Mastermind Marketing, Inc. and continues to be its president and sole owner. Mr. Dodson is considered an involvement marketing expert with demonstrated ability to leverage social, mobile, digital and promotion to facilitate the engagement of people with well-known brands to achieve increased client revenues and delivery of measurable returns on marketing investments. Mr. Dodson has been published in numerous trade publications and has been an invited speaker on the subject of involvement marketing at conferences and trade shows around the world. Mr. Dodson received his BBA in Accounting from Georgia State University in 1982.

Our Board has concluded that Mr. Dodson is an appropriate person to represent management on our Board of Directors given his position as our Chief Executive Officer, his tenure with us, which dates back to 1984, his professional credentials, and his standing in the advertising and media community, including expertise in involvement marketing, financial and operational matters as they relate to leveraging social, mobile, digital and promotion to facilitate the engagement of people with well-known brands.

Michael Gelfond. Mr. Gelfond was appointed as our Executive Vice President in February 2018. From July 2010 through February 2017, Mr. Gelfond was Executive Vice President and Partner at Mastermind Marketing, Inc. Prior to July 2010, Mr. Gelfond was one of the founders and Vice President of Creative Digital Group, which was formed in February 2002 and sold to Digtias/LBi, a major independent global interactive agency, in May 2007. From July 1995 to 2002, Mr. Gelfond was Sr. Account Manager with iXL, a global digital agency with over 3000 offices. Mr. Gelfond is an award-winning leader in the digital marketing industry with a proven track record of results with his clients. Since 2005, Mr. Gelfond has been a member of the Board of Directors Ian’s Friends Foundation, a pediatric brain cancer lab funding charity, and since 2016, a member of the Board of Directors of Read with Malcolm, which was founded by Malcolm Mitchell, a member of the New England Patriots football organization. Mr. Gelfond received his BA degree from the University of Georgia in May 1995. Mr. Gelfond is an award-winning, conference speaker/contributor on radio and TV on all matters of digital marketing. A 2010 winner of Atlanta 40 Under 40 award, Mr. Gelfond has proven track record of results with his clients.

Ricardo Rios. Mr. Rios was appointed as Senior Vice President of the Company in May 2016 and of CoConnect in February, 2018. From November 2010 through July 2015, Mr. Rios was Vice President of Digital Marketing for Citi Retail Services, a division of Citigroup. Prior to November 2010, Mr. Rios held various positions in the digital marketing and marketing agency industry. Mr. Rios received his Bachelor’s degree in Business Administration with a major in Finance from the University of Arizona in December 1998.

Stockholder Communications with the Board of Directors

Pursuant to procedures set forth in our bylaws, our Board of Directors will consider stockholder nominations for directors if we receive timely written notice, in proper form, of the intent to make a nomination at a meeting of stockholders. To be timely, the notice must be received within the time frame identified in our bylaws. To be in proper form, the notice must, among other matters, include each nominee’s written consent to serve as a director if elected, a description of all arrangements or understandings between the nominating stockholder and each nominee and information about the nominating stockholder and each nominee. These requirements are detailed in our bylaws, which were included in our previous filings with the SEC on Forms 10-K and 8-K. A copy of our bylaws will be provided upon written request to the Chief Executive Officer at Mastermind, Inc., ~~1450~~2221 W. Peachtree StRd. NWNE, Suite D-134, Atlanta, ~~Georgia~~GA 30309.

15 Code of Ethics

We currently have not adopted a written code of ethics. We intend to implement a comprehensive corporate governance program, including adopting a Code of Ethics and corporate governance program as working capital allows.

We16 ~~currently~~Table ~~have not adopted a written code~~ of ~~ethics. We intend to implement a comprehensive corporate governance program, including adopting a Code of Ethics and corporate governance program as working capital allows.~~Contents

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our securities to file reports of ownership and changes in ownership with the SEC. Based solely on a review of copies of such forms submitted to us, we believe that all persons subject to the requirements of Section 16(a) filed such reports on a timely basis in fiscal ~~2021~~2022.

Corporate Governance and Guidelines

Our Board of Directors has long believed that good corporate governance is important to ensure that we manage our company for the long-term benefit of stockholders. During the past year, our Board of Directors has continued to review our governance practices in light of the Sarbanes-Oxley Act of 2002 and recently revised SEC rules and regulations. The Company intends to implement internal corporate governance guidelines and practices, and will make such guidelines and practices available on its website at www.mastermindmarketing.com, when implemented as working capital allows.

Item 11. Executive Compensation

Summary Compensation Table

This section discusses the material components of the fiscal ~~2021~~2022 and ~~2020~~2021 executive compensation program for our named executive officers. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

The following table provides information regarding the compensation awarded to, or earned by, our named executive officers for fiscal years ended September 30, ~~2021~~2022, and ~~2020~~2021.

Named Executive Officer	~~Fiscal Year~~	Fiscal Year	~~Salary ($)~~	Salary ($)		~~Bonus ($)~~	Bonus ($)		~~Stock Awards ($)~~	Stock Awards ($)		~~Option Awards ($)~~	Option Awards ($)		~~All Other Compensation ($) (1)~~	All Other Compensation ($)(1)		~~Total ($)~~	Total ($)
Daniel A. Dodson	~~2021~~	2022	$	~~36,000~~$	36,000	$	-$	-	$	-$	-	$	-$	-	$	~~282,324~~$	342,985	$	~~318,324~~$	378,985
Chief Executive Officer	~~2020~~	2021		~~49,333~~	36,000		-	-		-	-		-	-		~~389,759~~	282,324		~~439,092~~	318,324
Michael Gelfond	~~2021~~	2022	$	~~90,000~~$	90,000	$	-$	-	$	-$	-	$	-$	-	$	~~120,824~~$	181,347	$	~~210,824~~$	271,347
Executive Vice President	~~2020~~	2021		~~95,833~~	90,000		-	-		-	-		-	-		~~174,990~~	120,824		~~270,823~~	210,824
Ricardo Rios	~~2021~~	2022	$	~~90,000~~$	90,000	$	-$	-	$	-$	-	$	-$	-	$	~~122,539~~$	134,833	$	~~212,539~~$	224,833
Senior Vice President	~~2020~~	2021		~~55,849~~	90,000		-	-		-	-		-	-		~~162,394~~	122,539		~~218,243~~	212,539

(1) All other compensation includes (i) consulting fees paid, pursuant to the terms of our operating agreement, to MM Inc. which is owned by Daniel A. Dodson; Villanta, which is owned by Michael Gelfond; and Advize, which is owned by Ricardo Rios; and (ii) health benefits paid on behalf of the named executive officers by us. All other compensation consists of the following:

a.) Daniel A. Dodson: Consulting fees of $324,000 and $264,000, and wages of $~~373~~36,~~333~~000 and $36,000 for the fiscal years ended September 30, 2022, and ~~employee~~2021, ~~benefits~~respectively. b) Michael Gelfond: Consulting fees of $18180,~~324~~500 and $16120,~~425~~000, and wages of $90,000 and $90,000 for the fiscal years ended September 30, 2022, and 2021, respectively. c) Ricardo Rios: Consulting fees of $110,900 and ~~2020~~$100,900, and wages of $90,000 and $90,000 for the fiscal years ended September 30, 2022, and 2021, respectively.

b.Employment ~~Michael~~Agreements ~~Gelfond: Consulting fees of $120,000~~ and ~~$174,167,~~Other ~~and~~Arrangements ~~employee~~with ~~benefits~~Named ofExecutive ~~$824 and $823 for the fiscal years ended September 30, 2021, and 2020, respectively.~~Officers

cNone. ~~Ricardo~~The ~~Rios:~~Company ~~Consulting~~is ~~fees~~considering ofentering ~~$100,900~~into ~~and~~agreements ~~$157,972,~~with ~~and~~key ~~employee~~executives ~~benefits~~in ~~of $21,639 and $4,422 for the~~ fiscal ~~years~~year ~~ended September 30, 2021, and 2020, respectively~~2023.

~~Employment~~Outstanding ~~Agreements~~Equity ~~and~~Award ~~Other~~During ~~Arrangements~~Fiscal ~~with Named Executive Officers~~2022

None. ~~The Company is considering entering into agreements with key executives in fiscal year 2022.~~

~~Outstanding~~Option ~~Equity~~Exercises ~~Award~~and Stock Vested During Fiscal ~~2021~~2022

None.

~~Option~~17 ~~Exercises~~Table ~~and~~of ~~Stock Vested During Fiscal 2021~~Contents

~~None~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

16 The following table sets forth the beneficial ownership of shares of our common stock, as of January 13, 2023, of (i) each person known by us to beneficially own five percent (5%) or more of such shares; (ii) each of our directors and current executive officers named in the Summary Compensation Table; and (iii) our current executive officer and directors as a group. Except as otherwise indicated, all shares are beneficially owned, and the persons named as owners hold investment and voting power.

~~Item~~Beneficial 12ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. ~~Security~~In ~~Ownership~~accordance with SEC rules, shares of ~~Certain~~our ~~Beneficial~~Common ~~Owners~~Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and ~~Management~~warrants and ~~Related~~are ~~Stockholder~~deemed ~~Matters~~outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our Common Stock indicated as beneficially owned by them.

The ~~following~~business ~~table~~address ~~sets forth the beneficial ownership~~ of ~~shares~~each ofperson ~~our~~listed ~~common~~below ~~stock,~~is asc/o ofMastermind ~~February 11~~Marketing, ~~2022~~Inc., of2221 ~~(i)~~Peachtree each person known by us to beneficially own five percent (5%) or more of such shares; (ii) each of our directors and current executive officers named in the Summary Compensation Table; and (iii) our current executive officer and directors as a groupRd. ~~Except~~NE, asSuite ~~otherwise indicated~~D-134, ~~all shares are beneficially owned~~Atlanta, ~~and~~GA ~~the persons named as owners hold investment and voting power~~30309.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our Common Stock indicated as beneficially owned by them.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class. ⁽¹⁾
Mastermind Marketing, Inc. ⁽²⁾		17,542,055		50.8	%
Digital Advize, LLC ⁽³⁾		2,923,676		8.5	%
Villanta Corporation ⁽⁴⁾		8,771,028		25.4	%

Total		29,236,759		84.7	%

~~The~~(1) ~~business~~Based ~~address~~on 34,505,520 shares of ~~each~~common ~~person~~stock ~~listed~~issued ~~below~~and isoutstanding ~~c/o~~(2) The principle of Mastermind Marketing, Inc., ~~1450~~is WDaniel A. ~~Peachtree~~Dodson ~~Street~~(3) ~~NW,~~The ~~Atlanta,~~principle GAof ~~30309.~~Digital Advize is Ricardo Rios (4) The principle of Villanta Corporation is Michael Gelfond

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class. (1)
Mastermind Marketing, Inc. (2)		17,542,055		50.8	%
Digital Advize, LLC (3)		2,923,676		8.5	%
Villanta Corporation (4)		8,771,028		25.4	%
Total		29,236,759		84.7	%

Change of Control

~~(1)~~As ~~Based~~a onresult ~~34,505,520~~of ~~shares~~the issuance of ~~common~~the ~~stock~~shares ~~issued~~pursuant to the Business Combination and ~~outstanding~~related ~~(2)~~transactions, ~~The~~a ~~principle~~change in control of ~~Mastermind~~the ~~Marketing~~Company ~~Inc.~~occurred isas ~~Daniel~~of AFebruary 14, 2018. ~~Dodson~~Except ~~(3)~~as ~~The~~described ~~principle~~in ofthis ~~Digital~~Report, ~~Advize~~no isarrangements ~~Ricardo~~or ~~Rios~~understandings ~~(4)~~exist ~~The~~among ~~principle~~present or former controlling shareholders with respect to the election of ~~Villanta~~members ~~Corporation~~of isour ~~Michael~~Board ~~Gelfond~~and, to our knowledge, no other arrangements exist that might result in a change of control of the Company.

~~Change~~Item of13. ~~Control~~Certain Relationships and Related Transactions, and Director Independence

AsOn January 3, 2012, we entered into a ~~result~~perpetual oflicense agreement (the ~~issuance~~“Perpetual ofLicense”) ~~the~~with ~~shares~~Mastermind ~~pursuant~~Marketing, toInc. (the ~~Business~~“Licensor”), ~~Combination~~which ~~and~~provides ~~related~~for ~~transactions~~licenses of trademarks, ainternet ~~change~~domains, inand ~~control~~certain ofintellectual property as defined in the ~~Company~~Perpetual ~~occurred~~License. asThe Licensor is one of ~~February~~our ~~14,~~majority ~~2018.~~shareholders ~~Except~~and asits ~~described~~chief inexecutive ~~this~~officer ~~Report~~is Daniel A. Dodson, noour ~~arrangements~~chief orexecutive ~~understandings~~officer. ~~exist~~The ~~among~~Perpetual ~~present~~License, orwhich ~~former~~may ~~controlling~~be ~~shareholders~~terminated ~~with~~at ~~respect~~any totime ~~the~~by ~~election~~either ofparty, ~~members~~is ofeffective ~~our~~January ~~Board~~3, 2012 and, toprovides ~~our~~for ~~knowledge~~aggregate payments of $2,100,000 over the calendar years from 2019 through 2039 with no ~~other~~further ~~arrangements~~payments ~~exist~~required ~~that~~after ~~might~~December ~~result~~31, in2039. aThe ~~change~~Company ofhas ~~control~~recorded expenses of $60,000 and $60,000 for the ~~Company~~years ended September 30, 2022, and 2021, respectively (Note 5).

~~Item~~On 13January 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. ~~Certain~~The ~~Relationships~~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 ~~Related~~provides ~~Transactions~~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 fiscal years ended September 30, 2022, and ~~Director~~2021, ~~Independence~~we made lease payments of $154,267 and $120,000, respectively, in satisfaction of our obligation pursuant to the Lease (Note 8). Subsequent to September 30, 2022, the Company and the landlord agreed to terminate the lease agreement as of December 31, 2022 with no penalties or additional payments required (Note 12).

OnDuring ~~January~~the 3,fiscal ~~2012,~~years weended ~~entered~~September ~~into~~30, a2022, ~~perpetual~~and ~~license~~2021, ~~agreement~~we ~~(the~~made ~~“Perpetual~~payments ~~License”)~~to ~~with~~our ~~Mastermind~~three ~~Marketing,~~members ~~Inc.~~pursuant (to the ~~“Licensor”),~~terms ~~which provides for licenses~~ of ~~trademarks,~~our ~~internet~~operating ~~domains~~agreement, ~~and certain intellectual property~~ as ~~defined~~amended, infor ~~the~~services ~~Perpetual~~rendered ~~License~~to us. The ~~Licensor~~Company isrecorded ~~one~~expenses ofto our ~~majority~~three ~~shareholders~~members ~~and~~during ~~its~~the ~~chief~~fiscal ~~executive~~years ~~officer~~ended isSeptember ~~Daniel A. Dodson~~30, ~~our~~2022 ~~chief~~and ~~executive~~2021 ~~officer.~~aggregating ~~The~~$875,165 ~~Perpetual~~and ~~License~~$741,687, ~~which~~respectively. ~~may~~As beof ~~terminated~~September at30, ~~any~~2022 ~~time~~and ~~by either party~~2021, iswe ~~effective~~owed ~~January~~$0 ~~3, 2012~~ and ~~provides for aggregate payments of~~ $2,100,000 ~~over~~to ~~the~~our ~~calendar~~three ~~years~~majority ~~from~~stockholders ~~2019~~for ~~through~~consulting ~~2039~~services ~~with~~which nois ~~further~~included ~~payments~~in ~~required~~accounts ~~after~~payable ~~December~~and 31accrued expenses, ~~2039.~~related ~~The~~parties ~~Company~~on ~~has~~the ~~recorded~~consolidated ~~expenses~~balance ofsheets ~~$60,000~~herein. ~~and~~During ~~$60,000 for~~ the ~~years~~fiscal year ended September 30, ~~2021~~2022, ~~and~~the ~~2020~~$100,000 owed ~~respectively. Included in prepaid expenses~~ as of September 30, 2021, iswas ~~$15,000~~paid ~~that~~in ~~will be expensed during the quarter ended December 31, 2021~~full.

On18 ~~January~~Table ~~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 fiscal years ended September 30, 2021, and 2020, we made lease payments of $120,000 and $120,000, respectively, in satisfaction of our obligation pursuant to the Lease.Contents

17 Independence of the Board of Directors

~~During~~We ~~the~~are ~~fiscal~~not ~~years~~currently ~~ended~~subject ~~September 30, 2021 and 2020, we made payments~~ to ~~our~~listing ~~three~~requirements ~~executives pursuant to the terms~~ of ~~our~~any ~~operating~~national ~~agreement,~~securities asexchange ~~amended,~~or ~~for~~inter-dealer ~~services~~quotation ~~rendered~~system towhich ~~us.~~has ~~The~~requirements ~~total~~that ~~amount~~a ~~expensed~~majority toof ~~our three members during~~ the ~~fiscal~~Board ~~years~~be ~~ended~~“independent” ~~September 30~~and, ~~2021,~~as ~~and~~a ~~2020 aggregated $484~~result,~~900~~ ~~and~~we ~~$705,471,~~are ~~respectively.~~not Asat ofthis ~~September~~time ~~30,~~required ~~2021,~~to ~~and~~have ~~2020,~~our weBoard ~~owed~~comprised ~~$100,000~~of ~~and~~a ~~$100,000~~majority ~~payable~~of to“Independent ~~our three members for consulting services~~Directors.”

~~Independence of the~~ Board ~~of Directors~~Attendance

WeOur ~~are~~Board ~~not~~is ~~currently~~comprised ~~subject~~of toone ~~listing~~director ~~requirements~~who ofis ~~any~~also ~~national~~our ~~securities~~chief ~~exchange~~executive orofficer. ~~inter-dealer~~We ~~quotation~~did ~~system~~not ~~which~~convene ~~has~~any ~~requirements~~formal ~~that~~meetings ~~a majority~~ of the Board beof ~~“independent”~~directors ~~and,~~during asthe afiscal ~~result,~~year weended ~~are~~September ~~not~~30, ~~at this time required to have our Board comprised of a majority of “Independent Directors~~2022.”

Committees of the Board ~~Attendance~~of Directors

~~Our~~We ~~Board~~currently ishave ~~comprised~~no ofseparate ~~one~~audit, ~~director~~compensation, ~~who~~or isnominating ~~also~~committees. The entire Board oversees our ~~chief~~(i) audits and auditing procedures; (ii) compensation philosophies and objectives, establishment of remuneration levels for our executive ~~officer.~~officers, Weand ~~did~~implementation ~~not~~of ~~convene~~our ~~any~~incentive ~~formal~~programs; ~~meetings~~and (iii) identification of ~~the~~individuals qualified to become Board ofmembers ~~directors~~and ~~during~~recommendation ~~the~~to ~~fiscal~~our ~~year~~shareholders ~~ended~~of ~~September~~persons ~~30,~~to ~~2021~~be nominated for election as directors.

~~Committees~~Director’s ~~of the Board of Directors~~Compensation

~~We currently have no separate audit, compensation, or nominating committees~~None. The entire Board oversees our (i) audits and auditing procedures; (ii) compensation philosophies and objectives, establishment of remuneration levels for our executive officers, and implementation of our incentive programs; and (iii) identification of individuals qualified to become Board members and recommendation to our shareholders of persons to be nominated for election as directors.

~~Director’s~~Item ~~Compensation~~14. Principal Accounting Fees and Services

~~None~~The following is a summary of the fees billed to us by Prager Metis CPAs LLC, our independent registered public accounting firm, for professional services rendered for the fiscal years ended September 30, 2022 and 2021.

Item 14. Principal Accounting Fees and Services

	Fiscal Years Ended September 30,
Fee Category	2022		2021
Prager Metis CPAs LLC Audit fees	$	48,500	$	40,500
Other audit related fees		-		-
Tax fees		8,650		3,500
Total fees	$	57,150	$	44,000

~~The~~Audit following is a summary of the fees billed to us by Prager Metis CPAs LLC, our independent registered public accounting firm, for professional services rendered for the fiscal years ended September 30, 2021 and 2020.Fees

	Fiscal Years Ended September 30,
Fee Category	2021		2020
Prager Metis CPAs LLC Audit fees	$	40,500	$	38,000
Other audit related fees		-		-
Tax fees		3,500		-
Total fees	$	44,000	$	38,000

This category consists of fees billed for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports and other professional services provided in connection with regulatory filings.

Other Audit Related Fees

This category consists of fees billed for professional services rendered for ~~the~~services ~~audit~~other ofthan ~~our~~those ~~annual~~described ~~financial~~herein ~~statements~~as ~~and~~Audit ~~review~~Fees ofor ~~financial~~Tax ~~statements included in our quarterly reports and other professional services provided in connection with regulatory filings~~Fees.

~~Other~~Tax ~~Audit Related~~ Fees

This category consists of fees billed for professional services ~~rendered~~ for ~~services~~tax ~~other~~compliance, ~~than~~tax ~~those~~advice ~~described~~and ~~herein~~tax asplanning. ~~Audit~~These ~~Fees~~services orinclude ~~Tax~~assistance ~~Fees~~regarding federal and state tax compliance and acquisitions.

~~Tax~~Pre-Approval ~~Fees~~Policies and Procedures

~~This~~The ~~category~~Board ~~consists~~ of ~~fees~~Directors ~~billed~~has ~~for~~the ~~professional~~authority to approve all audit and non-audit services ~~for~~that ~~tax~~are ~~compliance,~~to ~~tax~~be ~~advice~~performed ~~and~~by ~~tax~~our ~~planning~~independent registered public accounting firm. ~~These~~Generally, we may not engage our independent registered public accounting firm to render audit or non-audit services ~~include~~unless ~~assistance~~the ~~regarding~~service ~~federal~~is ~~and~~specifically ~~state~~approved ~~tax~~in ~~compliance~~advance ~~and~~by ~~acquisitions~~the Board of Directors.

~~Pre-Approval~~19 ~~Policies~~Table ~~and~~of ~~Procedures~~Contents

~~The~~Part Board of Directors has the authority to approve all audit and non-audit services that are to be performed by our independent registered public accounting firm. Generally, we may not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Board of Directors.IV

18 Item 15. Exhibits, Financial Statement Schedules

~~Part~~The IVfollowing are filed as part of this Form 10-K:

Item 15. Exhibits, Financial Statement Schedules

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**		Inline XBRL Instance Document
101.SCH**		Inline XBRL Taxonomy Extension Schema
101.CAL**		Inline XBRL Taxonomy Extension Calculation
101.DEF**		Inline XBRL Taxonomy Extension Definitions
101.LAB**		Inline XBRL Taxonomy Extension Label
101.PRE**		Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~The~~** ~~following~~XBRL ~~are~~information is furnished and not filed asor a part of ~~this~~a ~~Form~~registration ~~10-K:~~statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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**	Inline XBRL Instance Document
101.SCH**	Inline XBRL Taxonomy Extension Schema
101.CAL**	Inline XBRL Taxonomy Extension Calculation
101.DEF**	Inline XBRL Taxonomy Extension Definitions
101.LAB**	Inline XBRL Taxonomy Extension Label
101.PRE**	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Item 16. Form 10–K Summary

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sectionsNone.

~~Item~~20 ~~16.~~Table ~~Form~~of ~~10–K Summary~~Contents

~~None.~~SIGNATURES

19 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

Mastermind, Inc.

Date: January 13, 2023

By:

/s/ Daniel A. Dodson

Daniel A. Dodson

Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

Pursuant to the requirements of ~~Section 13 or 15(d) of~~ the Securities Exchange Act of 1934, ~~the~~this ~~Registrant~~report has ~~duly~~been ~~caused~~signed ~~this~~below ~~Annual~~by ~~Report~~the tofollowing bepersons ~~signed~~ on ~~its~~ behalf byof the ~~undersigned,~~Registrant ~~thereunto~~and ~~duly~~in ~~authorized.~~the capacities and on the dates indicated:

	Mastermind, Inc.
Signature		Capacity	Date
Date: February 14, 2022	By:	/s/ Daniel A. Dodson
/s/ Daniel A. DodsonDaniel A. Dodson		Chairman of the Board, President,Chief Executive Officer and Director(Principal Executive Officer)	January 13, 2023
		Daniel A. Dodson Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

~~Pursuant~~21 toTable ~~the requirements~~ of ~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:~~Contents

Signature	Capacity	Date
/s/ Daniel A. Dodson Daniel A. Dodson	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)	February 14, 2022

MASTERMIND, INC.

20 INDEX TO FINANCIAL STATEMENTS

~~MASTERMIND,~~The ~~INC.~~following consolidated financial statements of the Registrant and its subsidiaries are submitted herewith in response to Item 8:

~~INDEX~~Financial ~~TO FINANCIAL STATEMENTS~~Statements:

The following consolidated financial statements of the Registrant and its subsidiaries are submitted herewith in response to Item 8:

Report of Independent Registered Public Accounting Firm – Prager Metis CPAs LLC		F-2
Consolidated Balance Sheets at September 30, 2022, and 2021		F-4
Consolidated Statements of Operations for the years ended September 30, 2022, and 2021		F-5
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2022, and 2021		F-6
Consolidated Statements of Cash Flows for the years ended September 30, 2022, and 2021		F-7
Notes to Consolidated Financial Statements		F-8

~~Financial~~F-1 ~~Statements:~~Table of Contents

Report of Independent Registered Public Accounting Firm – Prager Metis CPAs LLC	F-2
Consolidated Balance Sheets at September 30, 2021, and 2020	F-4
Consolidated Statements of Operations for the years ended September 30, 2021, and 2020	F-5
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2021, and 2020	F-6
Consolidated Statements of Cash Flows for the years ended September 30, 2021, and 2020	F-7
Notes to Consolidated Financial Statements	F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~F-1~~ To the Stockholders and Board of Directors of

~~REPORT~~Mastermind, ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Inc.

ToOpinion on the ~~Board~~Financial ~~of Directors and Stockholders of Mastermind, Inc.~~Statements

~~Opinion~~We onhave audited the ~~Financial~~accompanying ~~Statements~~consolidated balance sheets of Mastermind, Inc. (the “Company”) as of September 30, 2022 and 2021, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended September 30, 2022 and 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for the years ended September 30, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

WeBasis have audited the accompanying consolidated balance sheets of Mastermind, Inc. (the “Company”) as of September 30, 2021 and 2020 and the related consolidated statements of operations, stockholders’ equity, and cash flow for the years then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of September 30, 2021 and 2020 and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Opinion

~~Basis~~These ~~for~~financial ~~Opinion~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~These~~We ~~financial~~conducted ~~statements~~our ~~are~~audit in accordance with the ~~responsibility~~standards of the ~~Company’s management~~PCAOB. ~~Our~~Those ~~responsibility~~standards isrequire tothat ~~express~~we anplan ~~opinion~~and onperform the ~~Company’s~~audit to obtain reasonable assurance about whether the financial statements ~~based~~are onfree ~~our~~of ~~audits~~material misstatement, whether due to error or fraud. WeThe ~~are~~Company ais ~~public~~not ~~accounting~~required ~~firm~~to ~~registered~~have, ~~with~~nor ~~the~~were ~~Public~~we ~~Company~~engaged ~~Accounting~~to ~~Oversight~~perform, ~~Board~~an ~~(United~~audit ~~States)~~of ~~(PCAOB)~~its ~~and~~internal control over financial reporting. As part of our audit, we are required to beobtain ~~independent~~an ~~with~~understanding ~~respect~~of tointernal ~~the~~control ~~Company~~over infinancial ~~accordance~~reporting, ~~with~~but ~~the~~not ~~U.S.~~for ~~federal~~the ~~securities~~purpose ~~laws~~of ~~and~~expressing ~~the~~an ~~applicable~~opinion ~~rules~~on ~~and~~the ~~regulations~~effectiveness of the ~~Securities~~Company’s ~~and~~internal ~~Exchange~~control ~~Commission~~over ~~and~~financial ~~the~~reporting. ~~PCAOB~~Accordingly, we express no such opinion.

WeOur ~~conducted~~audit ~~our~~included ~~audit~~performing inprocedures ~~accordance~~to ~~with~~assess the ~~standards~~risks of ~~the~~material ~~PCAOB.~~misstatement ~~Those~~of ~~standards~~the ~~require~~financial ~~that~~statements, wewhether ~~plan~~due ~~and~~to ~~perform~~error ~~the~~or ~~audit~~fraud, toand ~~obtain~~performing ~~reasonable~~procedures ~~assurance~~that ~~about~~respond ~~whether~~to ~~the~~those ~~financial~~risks. ~~statements~~Such ~~are~~procedures ~~free~~included ~~of material misstatement~~examining, ~~whether~~on ~~due~~a totest ~~error~~basis, orevidence ~~fraud.~~regarding ~~The~~the ~~Company~~amounts isand ~~not~~disclosures ~~required~~in tothe ~~have,~~financial ~~nor~~statements. ~~were~~Our weaudit ~~engaged~~also toincluded ~~perform,~~evaluating anthe ~~audit~~accounting ofprinciples ~~its~~used ~~internal~~and ~~control~~significant ~~over~~estimates ~~financial~~made ~~reporting.~~by Asmanagement, ~~part~~as ofwell ~~our~~as ~~audit,~~evaluating wethe ~~are~~overall ~~required~~presentation toof ~~obtain~~the anfinancial ~~understanding~~statements. ofWe ~~internal~~believe ~~control~~that ~~over~~our ~~financial~~audits ~~reporting.~~provide ~~Accordingly,~~a wereasonable ~~express~~basis nofor ~~such~~our opinion.

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

~~Critical~~The ~~Audit~~critical ~~Matters~~audit matter communicated below is matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~The~~Revenue critical audit matter communicated below is matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.Recognition

~~F-2~~ Critical Audit Matter Description

As disclosed in Note 2 to the financial statements, the Company follow ASU 2014-09, Revenue ~~Recognition~~from Contracts with Customers (Topic 606) with regards to its revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company makes judgements and estimates based on the amount of time and billings relating to each contract, as it relates to the total estimated time to complete the contract. Revenues are primarily generated from the Company's involvement marketing services and contracts which are typically billed based on time and materials or at a fixed price. If billed at a fixed price, revenue is recognized on a proportional performance basis as the services specified in the arrangement are performed. The determination of proportional performance revenue recognition is dependent on the nature of the services specified in the arrangement. Advanced payments on services and contracts are deferred and recorded as unearned revenues on the balance sheet until the earnings process has been completed and revenue is then recognized. Similarly, advanced services are recorded as unbilled receivables on the balance sheet when the earnings process has been completed and revenue is recognized before related invoices have been issued to customers. In all cases, the Company evaluates involvement marketing contracts to determine that the time and amount of services reflects the consideration expected to be received for the performance obligations that have been provided in accordance with the five-step process in accordance with ASU 2014-09

~~Critical~~F-2 ~~Audit~~Table ~~Matter~~of ~~Description~~Contents

AsHow ~~disclosed in Note 2 to~~ the ~~financial~~Critical ~~statements,~~Audit ~~the~~Matter ~~Company~~Was ~~follow~~Addressed ASU 2014-09, Revenue from Contracts with Customers (Topic 606) with regards to its revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in ~~an amount that reflects~~ the expected consideration received in exchange for those goods or services. The Company makes judgements and estimates based on the amount of time and billings relating to each contract, as it relates to the total estimated time to complete the contract. Revenues are primarily generated from the Company's involvement marketing services and contracts which are typically billed based on time and materials or at a fixed price. If billed at a fixed price, revenue is recognized on a proportional performance basis as the services specified in the arrangement are performed. The determination of proportional performance revenue recognition is dependent on the nature of the services specified in the arrangement. Advanced payments on services and contracts are deferred and recorded as unearned revenues on the balance sheet until the earnings process has been completed and revenue is then recognized. Similarly, advanced services are recognized as unbilled receivables on the balance sheet until the earnings process has been completed and payment has been received before revenues are recognized. In all cases, the Company evaluates involvement marketing contracts to determine that the time and amount of services reflects the consideration expected to be received for the performance obligations that have been provided in accordance with the five-step process in accordance with ASU 2014-09Audit

~~How~~After obtaining an understanding of the ~~Critical~~Company’s ~~Audit~~revenue ~~Matter~~recognition ~~Was~~policy, ~~Addressed~~we selected a sample of revenue contracts. Our audit procedures included, among other things, a review of the agreement to see if it meets the definition of a contract and how the Company evaluated the performance obligation and testing of how the Company recorded the obligations. We tested the determination of the transaction price and how the Company recorded the revenue based on the deliverables defined in the ~~Audit~~contract, including the timing of recording revenue and the calculation of the amounts recorded. We also verified the timing of billing and cash receipts to corroborate accounts receivable and deferred revenue for each transaction.

~~After obtaining an understanding of the Company’~~/s/ ~~revenue~~Prager ~~recognition~~Metis ~~policy~~CPAs, we selected a sample of revenue contracts. Our audit procedures included, among other things, a review of the agreement to see if it meets the definition of a contract and how the company evaluated the performance obligation and testing of how the Company recorded the obligations. We tested the determination of the transaction price and how the Company recorded the revenue based on the deliverables defined in the contract, including the timing of recording revenue and the calculation of the amounts recorded. We also verified the timing of billing and cash receipts to corroborate accounts receivable and deferred revenue for each transaction.LLC

~~/s/~~We ~~Prager~~have ~~Metis~~served ~~CPA~~as the Company’s ~~LLC~~auditor since 2018

WeFirm ~~have served as the Company’s auditors since 2018~~ID#273

~~Firm~~Hackensack, ~~ID#273~~New Jersey

~~Hackensack~~January 13, ~~New Jersey~~2023

~~February~~F-3 ~~14,~~Table ~~2022~~of Contents

~~F-3~~ Mastermind, Inc.

~~Mastermind, Inc.~~ Consolidated Balance Sheets

	As of September 30,
	September 30,		September 30,
	2021		2020
	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,~~075~~735,~~188~~140	$	~~807~~1,~~262~~075,188
Accounts receivable		1349,~~261,183~~233		~~747~~1,~~472~~261,183
Unbilled receivables		-1,137,078		~~40.019~~-
Income tax receivable		77,477		173,424
Prepaid expenses and other current assets		27,451		31,266
Prepaid expenses and other current assets		31,266		117,710
Income tax receivable		77,477		77,477
Total current assets		2,445,114		1,885,887
Total Current Assets		3,326,379		2,445,114
Property and equipment, net		59,495		65,828
Right-of-use asset, net		153,816		262,097
Right-of-use asset, net		262,097		364,714
Property and equipment, net		52,004		59,495
Total assets	$	2,766,706	$	2,316,429
TOTAL ASSETS	$	3,532,199	$	2,766,706
LIABILITY AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	~~157~~109,~~994~~263	$	~~123~~157,~~216~~994
Accounts payable and accrued expenses, related		100,000		100,000
Accounts payable and accrued expenses, related party		-		100,000
Unearned revenues		59328,~~326~~081		8259,~~450~~326
Deferred tax liabilities		168,174		169,452
Lease obligation, current		114,389		108,281
Lease obligation, current		108,281		102,499
Total Current Liabilities		551,733		425,601
Total current liabilities		593,775		577,617
Lease obligation, net of current portion		39,427		153,816
Lease obligation, net of current portion		153,816		262,215
Deferred tax liabilities		246,705		168,174
Note payable		-		301,750
Total Liabilities		837,865		747,591
Total liabilities		747,591		1,141,582
Stockholders' Equity
Stockholders' Equity:
Preferred stock: 1,000,000 shares authorized; $0.001 par value; no shares issued and outstanding		-		-
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021, and September 31, 2020		-		-
Common stock: 125,000,000 shares authorized; $0.001 par value;
Common stock, $0.001 par value, 125,000,000 shares authorized, 34,505,520 and 33,870,520 shares issued and outstanding as of September 30, 2021, and September 30, 2020		34,506		33,871
34,505,520 shares issued and outstanding		34,506		34,506
Common stock to be issued; 135,000 shares September 30, 2021		135		-
Common stock to be issued; 0 and 135,000 shares as of September 30, 2022 and 2021, respectively		-		135
Additional paid in capital		7662,~~230~~865		-76,230
Retained earnings		12,~~908~~596,~~244~~963		1,~~140~~908,~~976~~244
Total stockholders’ equity		2,019,115		1,174,847
Total Stockholders' Equity		2,694,334		2,019,115
Total liabilities and stockholders’ equity	$	2,766,706	$	2,316,429
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,532,199	$	2,766,706

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

F-4 Table of Contents

Mastermind, Inc. ~~Consolidated Statements of Operations~~

	Year ended September 30,
	2021			2020
Revenues	$	3,827,721		$	3,638,503
Cost of revenues		1,498,525			1,139,713
Gross Profit		2,329,196			2,498,790
Operating Expenses:
General and administrative		2,344,601			2,450,392
Total operating expenses		2,344,601			2,450,392
Income (loss) from operations		(15,405	)		48,398
Other Income (Expense), Net:
Interest income		1,857			1,513
Loss on disposal of equipment		-			(660	)
Other expense		-			(13,100	)
Gain on PPP loan forgiveness		780,288			-
Total other income (expense), net		782,145			(12,247	)
Net income before provision for income taxes		766,740			36,151
Provision (benefit) for income taxes		(528	)		(105,022	)
Net Income	$	767,268		$	141,173
Net income per common share:
Basic	$	0.02		$	0.00
Diluted	$	0.02		$	0.00
Weighted average common shares outstanding:
Basic		34,338,506			33,870,520
Diluted		34,338,506			33,870,520

Consolidated Statements of Operations

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

	Years Ended
	September 30,
	2022		2021

Revenues	$	4,540,060	$	3,827,721
Cost of revenues		1,534,398		1,498,525
Gross profit		3,005,662		2,329,196

Operating Expenses:
Management consulting		615,400		484,900
Professional fees		328,237		136,115
Wages and benefits		700,367		986,221
General and administrative		623,365		737,365
Total Operating Expenses		2,267,369		2,344,601
Income (loss) from operations		738,293		(15,405	)

Other Income
Interest income		1,697		1,857
Gain on PPP loan forgiveness		-		780,288
Total other income		1,697		782,145

Income before provision (benefit) for income taxes		739,990		766,740
Provision (benefit) for income taxes		51,271		(528	)
Net income	$	688,719	$	767,268

Basic and diluted income per common share
Basic	$	0.02	$	0.02
Diluted	$	0.02	$	0.02

Weighted average number of common shares outstanding
Basic		34,505,520		34,338,506
Diluted		34,505,520		34,647,863

~~F-5~~ The accompanying notes are an integral part of these consolidated financial statements

~~Mastermind,~~F-5 ~~Inc.~~Table ~~Consolidated Statements~~ of ~~Stockholders' Equity Years Ended September 30, 2021 and 2020~~Contents

	Common Stock				Common Stock to be Issued
	Shares		Amount		Shares		Amount		Additional Paid in Capital		Retained Earnings		Total Equity
Balance at September 30, 2020		33,870,520	$	33,871		-	$	-	$	-	$	1,140,976	$	1,174,847
Shares of common stock issued and to be issued for services		635,000		635		135,000		135		76,230		-		77,000
Net income		-		-		-		-		-		767,268		767,268
Balance September 30, 2021		34,505,520	$	34,506		135,000	$	135	$	76,230	$	1,908,244	$	2,019,115
Balance at September 30, 2019		33,870,520	$	33,871		-	$	-	$	-	$	999,803	$	1,033,674
Net income		-		-		-		-		-		141,173		141,173
Balance September 30, 2020		33,870,520	$	33,871		-	$	-	$	-	$	1,140,976	$	1,174,847

Mastermind, Inc.

~~The~~Consolidated ~~accompanying~~Statements ~~notes are an integral part~~ of ~~these~~Stockholders' ~~consolidated financial statements~~Equity

~~F-6~~ For the Years Ended September 30, 2022 and 2021

Mastermind, Inc. Consolidated Statements of Cash Flows

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

Shares of common stock issued and to be issued for services		635,000		635		135,000			135			76,230			-		77,000
Net income		-		-		-			-			-			767,268		767,268
Balance - September 30, 2021		34,505,520		34,506		135,000			135			76,230			1,908,244		2,019,115

Reversal of common stock to be issued for services		-		-		(135,000	)		(135	)		(13,365	)		-		(13,500	)
Net income		-		-		-			-			-			688,719		688,719
Balance - September 30, 2022		34,505,520	$	34,506		-		$	-		$	62,865		$	2,596,963	$	2,694,334

	Years Ended September 30,
	2021			2020
Cash flows from operating activities:
Net income	$	767,268		$	141,173
Adjustments to reconcile net income to net cash flows used in operating activities:
Gain on PPP loan forgiveness		(780,288	)		-
Stock-based compensation		77,000			-
Depreciation		21,722			27,053
Loss on disposal of equipment		-			660
Changes in assets and liabilities:
Accounts receivable		(513,711	)		(332,822	)
Unbilled receivables		40,019			11,957
Income tax receivable		40,233			(117,710	)
Prepaid expenses and other current assets		142,158			12,663
Accounts payable and accrued expenses		34,778			(7,180	)
Accounts payable and accrued expenses, related		-			100,000
Unearned revenues		(23,124	)		(87,370	)
Deferred tax liabilities		(1,278	)		29,515
Net cash flows used in operating activities		(195,223	)		(222,061	)
Cash flows from investing activities:
Purchases of property and equipment		(15,389	)		(14,600	)
Net cash flows used in investing activities		(15,389	)		(14,600	)
Cash flows from financing activities:
Proceeds of PPP note payable		478,538			301,750
Net cash flows provided by financing activities		478,538			301,750
Net change in cash and cash equivalents		267,926			65,089
Cash and cash equivalents at beginning of year		807,262			742,173
Cash and cash equivalents at end of year	$	1,075,188		$	807,262
Supplemental disclosure of cash flow information:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
Schedule of non-cash Investing or Financing Activity:
Operating lease right-of-use asset and liability	$	-		$	461,740

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

~~The~~F-6 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these consolidated financial statements~~Contents

~~F-7~~ Mastermind, Inc.

~~Mastermind, Inc. Notes to~~ Consolidated ~~Financial~~ Statements ~~For~~of ~~the~~Cash ~~Years Ended September 30, 2021 and 2020~~Flows

1. Business

	Years Ended
	September 30,
	2022			2021

Cash flows from operating activities:
Net income	$	688,719		$	767,268
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on PPP loan forgiveness		-			(780,288	)
(Reversal of) Stock based compensation		(13,500	)		77,000
Depreciation		23,144			21,722
Deferred tax		78,531			(1,278	)
Changes in operating assets and liabilities:
Accounts receivable		911,950			(513,711	)
Unbilled receivables		(1,137,078	)		40,019
Income tax receivable		-			40,233
Prepaid expenses and other current assets		3,815			142,158
Accounts payable and accrued expenses		(48,731	)		34,778
Accounts payable and accrued expenses, related party		(100,000	)		-
Unearned revenues		268,755			(23,124	)
Net cash provided by (used in) operating activities		675,605			(195,223	)

Cash flows from investing activities:
Purchase of property and equipment		(15,653	)		(15,389	)
Net cash used in investing activities		(15,653	)		(15,389	)

Cash flows from financing activities:
Proceeds from PPP note payable		-			478,538
Net cash provided by financing activities		-			478,538

Net change in cash		659,952			267,926
Cash, beginning of year		1,075,188			807,262
Cash, end of year	$	1,735,140		$	1,075,188

Supplemental Cash Flow Information
Income taxes paid (refunded)	$	(13,257	)	$	-
Interest paid	$	-		$	-

~~Mastermind,~~The ~~Inc.~~accompanying ~~(the~~notes ~~“Company”,~~are ~~“we”, “us”, or the “organization”) is~~ an ~~involvement~~integral ~~marketing~~part service agency that designs, creates and develops branding and marketing campaigns, primarily for large corporate clients with well-known brands. We specialize in customer conversion initiatives that we believe facilitate the involvement of ~~more~~these ofconsolidated ~~the~~financial ~~“right~~statements customers” with the brands of our clients. We focus on converting prospects to customers. Our programs can take on various forms, including creating and managing content marketing, influencer marketing, social marketing/community management, digital issues management promotions, Augmented Reality Marketing, and UX Analytics & Digital Intelligence.

~~On February~~F-7 ~~14,~~Table ~~2018, we consummated a transactions pursuant to a Joint Venture Interest Contribution Agreement (the “Contribution Agreement”) made and entered into as~~ of ~~February~~ 14, 2018 by and among (i) us, (ii) Mastermind Involvement Marketing, a Georgia joint venture (“MIM”), and (iii) Mastermind Marketing, Inc, a Georgia Corporation (“MM Inc.”), Digital Advize, LLC, a Georgia limited liability company (“Advize”), and Villanta Corporation, a Georgia Corporation (“Villanta”, together with Advize and MM Inc., the “Sellers” or “Majority Stockholders”).Contents

~~As a result of the Contribution Agreement~~Mastermind, ~~the Sellers became our controlling shareholders of and we became a wholly-owned subsidiary~~Inc.

~~The~~Notes ~~recently declared pandemic related~~ to ~~the~~Consolidated ~~coronavirus~~Financial (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.Statements

21. ~~Summary of Significant Accounting Policies~~Business

~~Accounting~~Mastermind, ~~Principles~~Inc. (the “Company”, “we”, “us”, or the “organization”) is an involvement marketing service agency that designs, creates and develops branding and marketing campaigns, primarily for large corporate clients with well-known brands. We specialize in customer conversion initiatives that we believe facilitate the involvement of more of the “right customers” with the brands of our clients. We focus on converting prospects to customers. Our programs can take on various forms, including creating and managing content marketing, influencer marketing, social marketing/community management, digital issues management promotions, Augmented Reality Marketing, and UX Analytics & Digital Intelligence.

~~The financial statements and accompanying notes are prepared in accordance with U~~2.S. ~~generally~~Summary ~~accepted~~of ~~accounting~~Significant ~~principles~~Accounting ~~(“GAAP”).~~Policies

~~Use of~~ Accounting ~~Estimates~~Principles

The ~~preparation of~~ financial statements ~~in conformity with U.S. GAAP requires management to make certain estimates~~ and ~~assumptions~~accompanying ~~that~~notes ~~affect~~are ~~the~~prepared ~~reported~~in ~~amounts~~accordance ofwith ~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period~~U.S. ~~Actual~~generally ~~results~~accepted ~~could~~accounting ~~differ~~principles ~~from those estimates~~(“GAAP”).

~~Cash~~Use ~~and~~of ~~Cash~~Accounting ~~Equivalents~~Estimates

~~Cash~~The ~~includes~~preparation ~~cash~~of onfinancial ~~hand.~~statements ~~Cash~~in ~~equivalents~~conformity ~~include~~with ~~short-term,~~U.S. ~~highly~~GAAP ~~liquid~~requires ~~investments,~~management ~~with~~to amake ~~remaining~~certain ~~maturity~~estimates atand assumptions that affect the ~~date~~reported amounts of ~~purchase~~assets and liabilities and disclosure of ~~three~~contingent ~~months~~assets orand ~~less~~liabilities ~~for~~at ~~which~~the date of the ~~risk~~financial statements and the reported amounts of ~~changes~~revenue inand ~~value~~expenses isduring ~~considered~~the toreporting beperiod. ~~insignificant~~Actual results could differ from those estimates.

~~Accounts Receivable~~Reclassifications

WeCertain ~~perform~~prior ~~various~~period ~~analyses to evaluate accounts receivable balances and specifically identify those accounts which may present them as a risk with respect to collectability of the accounts such that the~~ amounts ~~would reflect estimated net realizable value. Account balances are charged off after significant collection efforts~~ have been ~~made~~reclassified ~~and~~to ~~potential~~conform ~~for~~with ~~recovery is not considered probable. During~~ the ~~fiscal~~current ~~years~~period ~~ended September 30, 2021, and 2020, we did not record any bad debts~~presentation. ~~As of September 30, 2021, and 2020, we evaluated our accounts receivables and determined that an allowance for doubtful accounts was not required.~~

~~F- 8~~ Cash and Cash Equivalents

~~Unbilled~~Cash ~~Receivables~~includes cash on hand. Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant.

WeAccounts perform various analyses to evaluate work performed that will give us future billings rights under current contracts with customers on jobs in progress. Under our revenue recognition policy and proportional revenue recognition, we recognize the buildup of cost related to these jobs in progress as unbilled receivables.Receivable

~~Property~~We perform various analyses to evaluate accounts receivable balances and ~~Equipment~~specifically identify those accounts which may present them as a risk with respect to collectability of the accounts such that the amounts would reflect estimated net realizable value. Account balances are charged off after significant collection efforts have been made and potential for recovery is not considered probable. During the fiscal years ended September 30, 2022 and 2021, we did not record any bad debts. As of September 30, 2022 and 2021, we evaluated our accounts receivables and determined that an allowance for doubtful accounts was not required.

~~Property~~Unbilled and equipment are stated at cost. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Leasehold improvements are amortized using the straight-line method over the remaining estimated life of the lease at the time the improvement is put into service. Expenditures for repairs and maintenance are charged to expense as incurred.Receivables

~~Revenue~~We ~~Recognition~~perform various analyses to evaluate work performed that will give us future billings rights under current contracts with customers on jobs in progress. Under our revenue recognition policy and proportional revenue recognition, we recognize advanced services based on the buildup of cost related to these jobs in progress as unbilled receivables on our balance sheet when the earnings process has been completed and revenue is recognized before related invoices have been issued to our customers.

~~In May~~Property 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. We adopted ASU 2014-09 as of October 1, 2018, using the modified retrospective method, and concluded that, consistent with prior reporting, our revenues are primarily generated from our involvement marketing services and contracts which are typically billed based on time and materials or at a fixed price. If billed at a fixed price, revenue is recognized on a proportional performance basis as the services specified in the arrangement are performed. The determination of proportional performance revenue recognition is dependent on the nature of the services specified in the arrangement. Advanced payments on services and contracts are deferred and recorded as unearned revenues on our balance sheet until the earnings process has been completed and revenue is then recognized. Similarly, advanced services are deferred as unbilled receivables on our balance sheet until the earnings process has been completed and payment has been received before revenues and related costs are recognized. In all cases, we evaluate involvement marketing contracts to determine that the time and amount of services reflects the consideration expected to be received for the performance obligations that have been provided in accordance with the five-step process to recognize revenues as defined in Topic 606. Topic 606 defines contracts as written, oral and through customary business practice. Under this definition, we consider contracts to be created at the time that an order to provide services is agreed upon regardless of whether or not there is a written contract. Results for reporting periods beginning after January 1, 2018 are presented in accordance with Topic 606.Equipment

~~The~~Property ~~Company~~and ~~recognizes~~equipment ~~revenues~~are ~~based~~stated onat cost. Equipment is depreciated using the ~~following~~straight-line ~~steps:~~method over the estimated useful lives of the assets, ranging from three to seven years. Leasehold improvements are amortized using the straight-line method over the remaining estimated life of the lease at the time the improvement is put into service. Expenditures for repairs and maintenance are charged to expense as incurred.

1.F-8 ~~contract~~Table ~~with~~of ~~customer has been identified~~Contents

2.Revenue ~~performance obligations of the company have been identified~~Recognition

3Revenue is recognized in accordance with the Accounting Standards Codification 606, “Revenue from Contracts with Customers,” recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. Our revenues are primarily generated from our involvement marketing services and contracts which are typically billed based on time and materials or at a ~~transaction~~fixed price. If billed at a fixed price, revenue is recognized on a proportional performance basis as the services specified in the arrangement are performed. The determination of proportional performance revenue recognition is dependent on the nature of the services specified in the arrangement. Advanced payments on services and contracts are deferred and recorded as unearned revenues on our balance sheet until the earnings process has been ~~determined~~completed and revenue is then recognized. Similarly, advanced services are recorded as unbilled receivables on our balance sheet when the earnings process has been completed and revenue is recognized before related invoices have been issued to our customers. In all cases, we evaluate involvement marketing contracts to determine that the time and amount of services reflects the consideration expected to be received for the performance obligations that have been provided in accordance with the five-step process to recognize revenues as defined in Topic 606. Topic 606 defines contracts as written, oral and through customary business practice. Under this definition, we consider contracts to be created at the time that an order to provide services is agreed upon regardless of whether or not there is a written contract.

4.The ~~the~~Company ~~price~~recognizes ~~has~~revenues ~~been~~based ~~allocated~~on ~~appropriately to~~ the ~~performance~~following ~~obligations~~steps:

5. performance obligations are satisfied.

		1.	contract with customer has been identified

		2.	performance obligations of the company have been identified

		3.	a transaction price has been determined

		4.	the price has been allocated appropriately to the performance obligations

		5.	performance obligations are satisfied.

~~F- 9~~ Fair Value of Financial Instruments

~~Mastermind~~We follow Accounting Standards Codification 820-10 (“ASC 820-10”), ~~Inc~~“Fair Value Measurements and Disclosures,” for fair value measurements. ~~Notes~~ASC 820-10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price, which is the price that would be received to ~~Consolidated~~sell ~~Financial~~an ~~Statements~~asset ~~For~~or paid to transfer a liability in an orderly transaction between market participants at the ~~Years~~measurement ~~Ended September~~date. 30The standard also prioritizes, ~~2021~~within the measurement of fair value, the use of market-based information over entity specific information and ~~2020~~establishes a three-level hierarchy for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

~~Fair~~The ~~Value~~hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of ~~Financial~~the ~~Instruments~~fair value hierarchy under ASC 820-10 are described below:

WeLevel ~~follow~~1 ~~Accounting Standards Codification 820~~-10 ~~(“ASC~~Pricing ~~820-10”),~~inputs ~~“Fair~~are ~~Value~~quoted ~~Measurements~~prices ~~and~~available ~~Disclosures,”~~in ~~for~~active ~~fair~~markets ~~value measurements. ASC 820-10 defines fair value, establishes a framework~~ for ~~measuring~~identical ~~fair~~investments ~~value,~~as ~~and~~of ~~expands~~the ~~disclosures~~reporting ~~about fair value measurements~~date. ~~The~~As ~~standard~~required ~~provides~~by aASC ~~consistent definition of fair value~~820-10, ~~which~~we ~~focuses~~do onnot anadjust ~~exit price, which is~~ the quoted price ~~that~~for ~~would~~these beinvestments, ~~received~~even toin ~~sell~~situations anwhere ~~asset~~we orhold ~~paid to transfer~~ a ~~liability~~large inposition an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and ~~establishes~~ a ~~three-level~~sale ~~hierarchy~~could ~~for~~reasonably ~~fair~~impact ~~value measurement based on~~ the ~~nature~~quoted ~~of inputs used in the valuation of an asset or liability as of the measurement date~~price.

~~The~~Level ~~hierarchy~~2 ~~established~~- ~~under~~Pricing ~~ASC~~inputs ~~820-10~~are ~~gives~~quoted ~~the~~prices ~~highest~~for ~~priority~~similar toinvestments, ~~unadjusted~~or ~~quoted~~inputs ~~prices~~that inare ~~active~~observable, ~~markets~~either ~~for~~directly ~~identical~~or ~~assets~~indirectly, orfor ~~liabilities~~substantially ~~(Level~~the 1)full ~~and~~term ~~the~~through ~~lowest~~corroboration ~~priority~~with toobservable ~~unobservable~~market ~~inputs~~data. (Level ~~3).~~2 ~~The~~includes ~~three~~investments ~~levels~~valued ofat ~~the~~quoted ~~fair~~prices ~~value~~adjusted ~~hierarchy~~for ~~under~~legal ~~ASC~~or ~~820-10~~contractual ~~are~~restrictions ~~described~~specific ~~below:~~to these investments.

Level 13 - Pricing inputs are ~~quoted~~unobservable ~~prices~~for ~~available~~the ininvestment, ~~active~~that ~~markets~~is, ~~for~~inputs ~~identical~~that ~~investments~~reflect ~~as of~~ the reporting ~~date.~~entity’s Asown ~~required~~assumptions byabout ~~ASC 820-10, we do not adjust~~ the ~~quoted~~assumptions ~~price~~market ~~for~~participants ~~these~~would ~~investments,~~use ~~even~~ in ~~situations~~pricing ~~where~~the weasset ~~hold~~or aliability. ~~large~~Level ~~position~~3 ~~and~~includes ainvestments ~~sale~~that ~~could~~are ~~reasonably~~supported ~~impact~~by ~~the~~little ~~quoted~~or ~~price~~no market activity.

Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments.Leases

~~Level~~The 3Company -accounts ~~Pricing~~for ~~inputs~~leases ~~are~~under ~~unobservable~~ASC ~~for~~842, “Leases”. The Company assesses whether the ~~investment~~contract is, ~~that~~or iscontains, ~~inputs~~a ~~that~~lease. ~~reflect~~Our assessment is based on: (1) whether the ~~reporting~~contract ~~entity’s~~involves ~~own~~the ~~assumptions~~use ~~about~~of a distinct identified asset, (2) whether we obtain the ~~assumptions~~right ~~market~~to ~~participants~~substantially ~~would~~all ~~use~~the ineconomic ~~pricing~~benefit from the use of the asset orthroughout ~~liability.~~the ~~Level~~period, and (3) ~~includes~~whether ~~investments~~we ~~that~~have ~~are~~the ~~supported~~right byto ~~little~~direct orthe nouse ~~market~~of ~~activity~~the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

~~Leases~~Operating lease Right-of-use assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company used an incremental borrowing rate of 5.5%, based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized pursuant to a straight-line basis over the lease term and is included in rent in the consolidated statements of operations.

~~Effective October 1, 2019, the Company began accounting for leases under ASU 2016~~F-029 ~~(see~~Table ~~Note 14), applying the package~~ of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assesses whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.Contents

~~Operating~~Impairment ~~lease Right-~~of~~-use~~ assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company used an incremental borrowing rate of 5.5%, based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized pursuant to on a straightLong-~~line~~Lived ~~basis over the lease term and is included in rent in the consolidated statements of operations.~~Assets

~~Impairment~~Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of ~~Long-Lived~~an asset may not be recoverable in accordance with ASC 360, “Property, Plant and Equipment.” For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. For the fiscal years ended September 30, 2022, and 2021, there has not been any impairment of long-lived assets.

~~Long-lived~~Income assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. For the fiscal years ended September 30, 2021, and 2020, there has not been any impairment of long-lived assets.Taxes

~~F- 10~~ The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

~~Income~~ASC ~~Taxes~~Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

~~The~~Stock-Based Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.Compensation

~~ASC~~Stock-based ~~Topic~~compensation ~~740.10.30~~is ~~clarifies~~measured at the ~~accounting~~grant ~~for~~date ~~uncertainty~~based inon ~~income~~the ~~taxes~~estimated ~~recognized~~fair invalue anof ~~enterprise’s~~the ~~financial~~award ~~statements~~ and ~~prescribes~~is arecognized ~~recognition~~as ~~threshold~~an ~~and~~expense ~~measurement~~over ~~attribute for~~ the ~~financial~~requisite ~~statement~~service ~~recognition~~period. ~~and~~The ~~measurement~~valuation of aemployee ~~tax~~stock ~~position~~options ~~taken~~is oran ~~expected~~inherently tosubjective beprocess, ~~taken~~since inmarket avalues ~~tax~~are ~~return.~~generally ~~ASC~~not ~~Topic~~available ~~740.10.40~~for ~~provides~~long-term, ~~guidance~~non-transferable onemployee ~~derecognition,~~stock ~~classification~~options. Accordingly, ~~interest~~the ~~and~~Black-Scholes ~~penalties,~~option ~~accounting~~pricing inmodel ~~interim~~is ~~periods,~~utilized ~~disclosure,~~to ~~and~~derive ~~transition~~an estimated fair value. The ~~Company~~Black-Scholes ~~has~~pricing nomodel ~~material~~requires ~~uncertain~~the ~~tax~~consideration ~~positions~~of the following six variables for ~~any~~purposes of ~~the~~estimating ~~reporting~~fair ~~periods presented.~~value:

~~Stock-Based~~· ~~Compensation~~the stock option exercise price; · the expected term of the option; · the grant date price of our common stock, which is issuable upon exercise of the option; · the expected volatility of our common stock; · the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and · the risk free interest rate for the expected option term.

~~Stock-based~~Expected ~~compensation~~Dividends. isWe ~~measured~~have atnever ~~the~~declared ~~grant~~or ~~date~~paid ~~based~~any oncash ~~the~~dividends ~~estimated~~on ~~fair~~any ~~value~~ of ~~the~~our ~~award~~capital stock and isdo ~~recognized~~not asexpect anto ~~expense~~do ~~over~~so in the ~~requisite~~foreseeable ~~service period~~future. ~~The~~Accordingly, ~~valuation~~we ofuse ~~employee stock options is~~ an ~~inherently~~expected ~~subjective~~dividend ~~process,~~yield ~~since~~of ~~market~~zero ~~values~~to ~~are~~calculate ~~generally not available for long-term, non-transferable employee stock options. Accordingly,~~ the ~~Black~~grant-~~Scholes~~date ~~option pricing model is utilized to derive an estimated~~ fair value. ~~The Black-Scholes pricing model requires the consideration~~ of ~~the~~a ~~following~~stock ~~six variables for purposes of estimating fair value:~~option.

●Expected Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of our common stock over a period commensurate with the option’s ~~exercise~~expected ~~price;~~term. We do not believe that the future volatility of our common stock over an option’s expected term is likely to differ significantly from the past.

●Risk-Free Interest Rate. The risk-free interest rate is the ~~expected~~implied yield available on U.S. Treasury zero-coupon issues with a remaining term ofequal to the option;’s expected term on the grant date.

●Expected Term. For option grants subsequent to the ~~grant~~adoption ~~date~~of ~~price~~the fair value recognition provisions of ~~our~~the ~~common~~accounting ~~stock~~standards, ~~which~~the expected life of stock options granted is ~~issuable~~based ~~upon~~on ~~exercise~~the actual vesting date and the end of the ~~option;~~contractual term.

●Stock ~~the~~Option ~~expected~~Exercise ~~volatility~~Price and Grant Date Price of Common Stock. The closing market price of our common stock; on the date of grant.

●F-10 ~~the~~Table ~~expected~~of ~~dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and~~Contents

●We are required to estimate the ~~risk~~level ~~free~~of ~~interest~~award ~~rate~~forfeitures expected to occur and record compensation expense only for ~~the~~those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. Due to the limited number of unvested options outstanding, the majority of which are held by executives and members of our Board of Directors, we have estimated a zero forfeiture rate. We will revisit this assumption periodically and as changes in the composition of the option ~~term~~pool dictate.

~~Expected~~Basic ~~Dividends. We have never declared or paid any cash dividends on any of our capital stock~~ and doDiluted ~~not~~Net Income ~~expect~~Per toCommon ~~do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.~~Share

~~Expected~~Basic ~~Volatility.~~earnings ~~The~~per ~~expected~~share ~~volatility~~(“EPS”) is acomputed ~~measure~~based ofon the ~~amount~~weighted byaverage ~~which~~number ~~our~~of ~~stock~~shares ~~price~~of iscommon ~~expected~~stock tooutstanding ~~fluctuate~~ during the ~~expected term of options granted~~period. WeDiluted ~~determine~~EPS ~~the~~is ~~expected~~computed ~~volatility solely~~ based ~~upon~~on the ~~historical~~weighted ~~volatility~~average number of ~~our~~shares of common stock ~~over~~plus ~~a period commensurate with~~ the ~~option’s~~effect ~~expected~~of ~~term.~~dilutive Wepotential docommon ~~not~~shares ~~believe~~outstanding ~~that~~during the ~~future~~period ~~volatility~~using ofthe ~~our~~treasury ~~common~~ stock ~~over~~method anand ~~option’s~~as ~~expected~~if ~~term~~converted ismethod. ~~likely~~Dilutive topotential ~~differ~~common ~~significantly~~shares ~~from~~include ~~the~~outstanding ~~past~~stock options.

~~Risk-Free~~For ~~Interest Rate. The risk-free interest rate is~~ the ~~implied~~years ~~yield~~ended ~~available~~September on30, ~~U.S.~~2022 ~~Treasury~~and ~~zero-coupon~~2021, ~~issues~~respectively, ~~with a remaining term equal to~~ the ~~option’s~~following ~~expected~~common ~~term~~stock onequivalents ~~the~~were ~~grant~~potentially ~~date~~dilutive.

Expected Term. For option grants subsequent to the adoption of the fair value recognition provisions of the accounting standards, the expected life of stock options granted is based on the actual vesting date and the end of the contractual term.

	Years Ended
	September 30,
	2022		2021
Stock options		-		525,667
		-		525,667

~~Stock~~Related ~~Option~~Party ~~Exercise~~Balances ~~Price~~ and ~~Grant Date Price of Common Stock. The closing market price of our common stock on the date of grant.~~Transactions

WeThe ~~are~~Company ~~required~~follows toFASB ~~estimate~~ASC ~~the~~850, ~~level~~“Related ofParty ~~award~~Disclosures,” ~~forfeitures expected to occur and record compensation expense only~~ for ~~those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. Due to~~ the ~~limited~~identification ~~number~~ of ~~unvested~~related ~~options~~parties ~~outstanding, the majority of which are held by executives~~ and ~~members~~disclosure of ~~our~~related ~~Board~~party ~~of Directors, we have estimated a zero forfeiture rate~~transaction. WeSee ~~will~~Note ~~revisit~~3 ~~this~~for ~~assumption~~additional ~~periodically and as changes in the composition of the option pool dictate~~information.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

~~F- 11~~ 3. Related Party Transactions

On January 3, 2012, we entered into a perpetual license agreement (the “Perpetual License”) with Mastermind Marketing, Inc. ~~Notes~~(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 related to ~~Consolidated~~the ~~Financial~~license ~~Statements~~of ~~For~~$60,000 and $60,000 for the ~~Years~~years ~~Ended~~ ended September 30, ~~2021~~2022 and ~~2020~~2021, respectively (Note 5).

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. ~~Related~~The ~~Party~~manager ~~Transactions~~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 years ended September 30, 2022, and 2021, we made lease payments of $154,267 and $120,000, respectively, in satisfaction of our obligation pursuant to the Lease (Note 8). Subsequent to September 30, 2022, the Company and the landlord agreed to terminate the lease agreement as of December 31, 2022 with no penalties or additional payments required (Note 12).

~~On January~~During 3,the ~~2012,~~fiscal weyears ~~entered~~ended ~~into~~September a30, ~~perpetual~~2022, ~~license~~and ~~agreement~~2021, ~~(the~~we ~~“Perpetual~~made ~~License”)~~payments ~~with~~to ~~Mastermind~~our ~~Marketing,~~three ~~Inc.~~members ~~(the~~pursuant ~~“Licensor”),~~to ~~which~~the ~~provides~~terms ~~for licenses~~ of ~~trademarks,~~our ~~internet~~operating ~~domains~~agreement, ~~and certain intellectual property~~ as ~~defined~~amended, infor ~~the~~services ~~Perpetual~~rendered ~~License~~to us. The ~~Licensor~~Company isrecorded ~~one~~expenses ofto our three members ~~and~~during ~~its~~the ~~chief~~fiscal ~~executive~~years ~~officer~~ended isSeptember ~~also~~30, ~~our~~2022 ~~chief~~and ~~executive~~2021 ~~officer.~~aggregating ~~The~~$875,165 ~~Perpetual~~and ~~License~~$741,687, ~~which may~~respectively. beAs ~~terminated~~of atSeptember ~~any~~30, ~~time~~2022 byand ~~either party~~2021, iswe ~~effective January~~owed 3,$0 ~~2012~~ and ~~provides for aggregate payments of~~ $2,100,000 ~~over~~to ~~the~~our ~~calendar~~three ~~years~~majority ~~from~~stockholders ~~2019~~for ~~through~~consulting ~~2039~~services ~~with~~which nois ~~further~~included ~~payments~~in ~~required~~accounts ~~after December~~payable ~~31,~~and ~~2039.~~accrued ~~The Company has recorded~~ expenses ~~of $60~~,~~000~~ ~~and~~related ~~$60,000~~parties ~~for~~on the ~~years~~consolidated ~~ended September~~balance ~~30,~~sheets ~~2021, and 2020, respectively~~herein. ~~Included~~During inthe ~~prepaid~~fiscal ~~expenses~~year asended of September 30, ~~2021~~2022, isthe $15100,000 owed ~~that~~as ~~will~~of beSeptember ~~expensed~~30, ~~during~~2021 ~~the~~was ~~quarter~~paid ~~ended December~~in ~~31, 2021~~full.

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 tripleF-~~net~~11 ~~basis.~~Table ~~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 fiscal year ended September 30, 2021, and 2020, we made lease payments of $120,000 and $120,000, respectively, in satisfaction of our obligation pursuant to the Lease.Contents

~~During the fiscal years ended September 30, 2021, and 2020, we made payments to our three members pursuant to the terms of our operating agreement, as amended, for services rendered to us~~4. ~~The~~Property ~~Company recorded expenses to our three members during the fiscal years ended September 30, 2021,~~ and ~~2020, aggregating $750,900 and $705,471, respectively. As of September 30, 2021, and 2020, we owed $100,000 and $100,000, respectively, to our three members for consulting services.~~Equipment

~~See~~Property ~~Note~~and 5equipment ~~regarding~~consist ~~license~~of ~~agreement.~~the following:

4. Property, Plant and Equipment

	September 30,			September 30,
	2022			2021
Furniture, fixtures and office equipment	$	161,640		$	145,987
Leasehold improvements		73,795			73,795
Property and equipment, gross		235,435			219,782
Less: accumulated depreciation		(183,431)	)		(160,287	)
Property and equipment, net	$	52,004		$	59,495

~~Property,~~Depreciation ~~plant~~expense ~~and~~for ~~equipment~~the ~~consisted~~fiscal ofyears ~~the~~ended ~~following at~~ September 30, 2022 and 2021, was $23,144 and $21,722, respectively.

	2021			2020
Furniture, fixtures and office equipment	$	145,987		$	130,598
Leasehold improvements		73,795			73,795
		219,782			204,393
Less: accumulated depreciation		(160,287	)		(138,565	)
	$	59,495		$	65,828

5. Licensing Agreements

~~Depreciation~~On ~~expense~~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 ~~fiscal~~Perpetual ~~years~~License. ~~ended September~~The 30Licensor is one of our members and its chief executive officer is also our chief executive officer. The Perpetual License, ~~2021~~which may be terminated at any time by either party, is effective January 3, 2012 and ~~2020~~provides for aggregate payments of $2,100,000 ~~was~~over 21the calendar years from 2019 through 2039 with no further payments required after December 31,~~722~~ 2039. The Company has recorded expenses of $60,000 and $2760,~~053~~000 for the years ended September 30, 2022 and 2021, respectively.

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

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 $60,000 and $60,000 for the years ended September 30, 2021, and 2020, respectively. Included in prepaid expenses as of September 30, 2021, is $15,000 that will be expensed during the quarter ended December 31, 2021.

Fiscal Years Ending September 30,	Amount
2023	$	60,000
2024		60,000
2025		60,000
2026		120,000
2027		120,000
Thereafter		1,440,000
	$	1,860,000

~~F- 12~~ 6. PPP Loan Forgiveness

~~Mastermind~~In April 2020, the ~~Inc.~~Company ~~Notes~~received a loan pursuant to ~~Consolidated~~the ~~Financial~~Paycheck ~~Statements~~Protection ~~For~~Program under the ~~Years~~Coronavirus ~~Ended September~~Aid, 30Relief, ~~2021~~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 was forgiven in June 2021 and ~~2020~~the Company recognized a gain on PPP loan forgiveness in Other Income for the year ended September 30, 2021.

In April ~~consideration~~2021, the ~~for~~Company received a loan pursuant to the ~~Perpetual~~Paycheck ~~License~~Protection Program under the Coronavirus Aid, weRelief, ~~agreed~~and toEconomic ~~pay~~Security Act (the ~~following~~“CARES ~~fees~~Act”), ~~through~~as ~~fiscal~~administered ~~year~~by ~~2040~~the U.S. Small Business Administration (~~calendar~~the ~~year~~“SBA”). ~~2039~~The loan is in the principal amount of $478,538 (the “2nd PPP Loan”):. The 2nd PPP loan was forgiven in September 2021 and the Company recognized a gain on PPP loan forgiveness in Other Income for the year ended September 30, 2021.

Fiscal Years Ending September 30,
2022	$	60,000
2023		60,000
2024		60,000
2025		60,000
2026		60,000
Thereafter		1,620,000
	$	1,920,000

F-12

Table of Contents

67. ~~Notes~~Operating ~~Payable~~Lease Right-of-Use Assets and Operating Lease Liabilities

~~In April~~Operating ~~2020,~~lease ~~the~~right-of-use ~~Company~~assets ~~received~~and aliabilities ~~loan~~are ~~pursuant~~recognized toat the ~~Paycheck~~present ~~Protection~~value ~~Program~~of ~~under~~ the ~~Coronavirus~~future ~~Aid,~~lease ~~Relief,~~payments ~~and~~at ~~Economic Security Act (~~the ~~“CARES~~lease ~~Act”),~~commencement asdate. ~~administered~~The byinterest ~~the~~rate ~~U.S.~~used ~~Small~~to ~~Business~~determine ~~Administration (~~the ~~“SBA”).~~present ~~The~~value ~~loan~~ is inour ~~the~~incremental ~~principal~~borrowing ~~amount~~rate, ofestimated ~~$301~~to be 5.5%,~~750~~ (as the ~~“PPP~~interest ~~Loan”).~~rate ~~The~~implicit ~~PPP~~in ~~loan~~our ~~was~~lease ~~forgiven~~is not readily ~~in June~~determinable. ~~2021~~Operating ~~and~~lease ~~the~~expense ~~Company~~is recognized apursuant ~~gain~~to onASC ~~PPP~~Topic 842 ~~loan~~Leases ~~forgiveness~~(Topic 842) inover ~~Other~~the ~~Income~~lease ~~for~~term. During the ~~year~~years ended September 30, 2022, and 2021, the Company recorded rent expense of $154,267 and $239,273, respectively.

In ~~April~~ ~~2021,~~adopting Topic 842, the Company ~~received~~has aelected ~~loan~~the ~~pursuant~~‘package toof ~~the~~practical ~~Paycheck~~expedients’, ~~Protection~~which ~~Program~~permit it not to reassess under the ~~Coronavirus~~new ~~Aid,~~standard ~~Relief~~its prior conclusions about lease identification, lease classification and ~~Economic~~initial ~~Security~~direct ~~Act~~costs. ~~(the~~The ~~“CARES~~Company ~~Act”),~~did not elect asthe ~~administered~~use-of-hindsight byor the ~~U.S.~~practical ~~Small~~expedient ~~Business~~pertaining ~~Administration~~to ~~(the~~land ~~“SBA”).~~easements; ~~The~~the ~~loan~~latter is not applicable into the ~~principal~~Company. ~~amount~~In ~~of $478~~addition,~~538~~ (the ~~“2nd~~Company ~~PPP~~elected not to ~~Loan”).~~apply ~~The~~ASC ~~2nd~~Topic 842 to ~~PPP~~arrangements ~~loan~~with ~~was~~lease ~~forgiven~~terms ~~in September~~of 12 month ~~2021~~or ~~and~~less. During the ~~Company~~year ~~recognized~~ended September a30, ~~gain~~2020, upon onadoption ~~PPP~~of ~~loan~~ASC ~~forgiveness~~Topic 842 infor ~~Other~~the ~~Income~~10-year commercial lease with 1450 West Peachtree, LLC for ~~the~~our ~~year~~leased ~~ended September~~office 30space, the ~~2021~~Company recorded right-of-use assets and lease liabilities of $461,740.

7.The ~~Commitments~~Right-of-use assets are summarized below:

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 fiscal year ended September 30, 2021, and 2020, we made lease payments of $120,000 and $120,000, respectively, in satisfaction of our obligation pursuant to the Lease.

	September 30,			September 30,
	2022¹			2021
Office Lease	$	461,740		$	461,740
Less accumulated amortization		(307,924	)		(199,643	)
Right-of-use, net	$	153,816		$	262,097

~~The~~Amortization ~~Lease~~on ~~provides for~~ the ~~following~~right-of-use ~~total~~asset ~~lease~~is ~~commitments~~included ~~pursuant~~in togeneral ~~the Lease~~ and weadministrative ~~have~~expense ~~also provided our expected portion of the lease commitments based~~ on the ~~updated~~statements ~~verbal~~of ~~agreement with the landlord:~~operations.

Fiscal Years Ending September 30,	Total Lease Commitment		Expected Lease Commitment
2022	$	363,000	$	120,000
2023		384,000		120,000
2024		97,500		30,000
	$	844,500	$	270,000

Operating lease liabilities are summarized below:

8. Income Taxes

	September 30,			September 30,
		2022¹		2021
Lease liability	$	153,816		$	262,097
Less: current portion		(114,389	)		(108,281	)
Long term portion	$	39,427		$	153,816

~~Prior~~The ~~to February~~maturities ~~14, 2018, the effective date~~ of ~~the~~lease ~~Business~~liabilities ~~Combination,~~are nosummarized ~~provision for income taxes was made since we were treated as a partnership for income tax purposes and the income or loss was passed through to our members.~~below:

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.

	As of
	September 30,
		2022¹
2023	$	120,000
2024		40,000
Total future minimum lease payments		160,000
Less imputed interest		(6,184	)
PV of Payments	$	153,816

As1Subsequent of to September 30, ~~2021~~2022, wethe ~~had~~Company noand ~~material~~the ~~unrecognized~~landlord ~~tax~~agreed ~~benefits~~to ~~and~~terminate nothe ~~adjustments~~lease toagreement ~~liabilities~~as of December 31, 2022 with no penalties or ~~operations~~additional ~~were~~payments required (Note 12).

~~F- 13~~ 8. Commitments and Contingencies

~~Mastermind,~~Operating ~~Inc. Notes to Consolidated Financial Statements For the Years Ended September 30, 2021 and 2020~~Lease

~~Tax~~On ~~returns~~January ~~are~~3, ~~subject~~2014, towe ~~examination~~entered byinto a commercial lease agreement (the ~~federal~~“Lease”) ~~and~~with ~~state~~1450 ~~taxing~~West ~~authorities~~Peachtree, LLC, a Georgia limited liability company (the “Landlord”), for ~~generally~~the ~~three~~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 ~~after~~from ~~filed~~the date of the agreement and provides for monthly rent and payment of operating expenses on a triple-net basis. ~~There~~The ~~are~~monthly norent ~~income~~terms ~~tax~~of ~~examinations~~the ~~currently~~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 fiscal years ended September 30, 2022, and 2021, we made lease payments of $154,267 and $120,000, respectively, in ~~process~~satisfaction of our obligation pursuant to the Lease.

~~Reconciliation~~The ~~between~~Lease ~~our~~provides ~~effective~~for ~~tax~~the ~~rate~~following total lease commitments pursuant to the Lease and we have also provided our expected portion of the ~~United~~lease ~~States~~commitments ~~statutory~~based ~~rate~~on isthe asupdated ~~follows~~verbal ~~for~~agreement with the ~~year~~landlord ~~ended September~~(without ~~30,~~consideration ~~2021~~of early termination of the Lease in the subsequent period as discussed below):

Statutory federal tax rate		21.0	%
	Total Lease			Expected Lease
State income tax rate		5.7	%
Fiscal Years Ending September 30,	Commitment1			Commitment
Permanent differences		-26.7	%
2023	$	384,000		$	177,681
Effective tax rate		0.0	%
2024		97,500			45,419
	$	481,500		$	223,100

~~Significant~~1Subsequent ~~components~~to ofSeptember ~~our~~30, ~~deferred~~2022, ~~tax~~the ~~assets~~Company and ~~deferred~~the ~~tax~~landlord ~~liabilities~~agreed ~~consist~~to ofterminate the ~~following~~lease ~~at September~~agreement 30as of December 31, 2022 with no penalties or additional payments required (Note 12). The expected lease payments for period from October 1, 2022 to lease termination date of December 31, 2022 would be $41,422.

	2021		2020
Deferred Tax Assets:
Future net operating loss benefit	$	116,515	$	31,900
Current liabilities		65,144		56,361
Deferred tax assets		181,659		88,261
Deferred Tax Liabilities:
Current assets		326,343		232,526
Deferred depreciation		23,490		25,187
Deferred tax liabilities		349,833		257,713
Net deferred tax liabilities	$	168,174	$	169,452

Litigation

On February 11, 2022, a Complaint and Demand for Jury Trial (the “Complaint”) was filed by a plaintiff (the “Plaintiff”) in the United States District Court for the Eastern District of Pennsylvania. The Complaint named Mastermind, Inc. (“the Company”) ~~files~~and itDaniel Dodson, the Company’s ~~income~~Chief ~~tax~~Executive ~~returns~~Officer, on(the “CEO”). The Company and the ~~cash~~CEO ~~basis~~are collectively referred to herein as “Defendants”. The Complaint includes alleged breach of ~~accounting~~contract ~~utilizing~~and ~~a December~~alleged 31breach ~~tax~~of ~~year~~implied ~~end.~~contract ~~Deferred~~by ~~tax~~the ~~assets~~Defendants ~~relating~~related to ~~current~~the ~~liabilities~~Plaintiff’s ~~result~~allegations ~~from~~that ~~accounts~~he ~~payable~~was ~~and~~entitled ~~accrued~~to ~~expenses~~3,000,000 ~~which~~shares ~~are~~of ~~not~~common ~~currently~~stock ~~deductible~~of ~~for~~the ~~tax~~Company ~~purposes~~from the reverse merger transaction completed on February 14, 2018. ~~Deferred~~The ~~tax~~Defendants ~~liabilities~~successfully ~~relating~~got the Complaint transferred to ~~Current~~the ~~assets~~United ~~result~~States ~~from~~District ~~accounts~~Court ~~receivables~~for ~~and~~the ~~prepaid~~Northern ~~expenses~~District ~~which~~of ~~are~~Georgia. ~~not~~The ~~currently~~Defendants ~~recognized~~will ascontest ~~income~~the ~~for~~complaint ~~tax~~and ~~reporting~~believe ~~purposes~~they will prevail.

AsOther ~~of September~~than ~~30, 2021~~ the ~~Company~~above ~~has~~we ~~approximately~~are ~~$461,000~~not ofa ~~net~~party ~~operating loss carryforwards that are available~~ to ~~offset~~any ~~future~~other ~~taxable~~legal ~~income. In assessing the realization of deferred tax assets~~proceedings, ~~management~~other ~~considers whether it is more likely~~ than ~~not~~ordinary ~~that~~routine ~~some~~litigation ~~portion~~incidental orto ~~all~~our ofbusiness, ~~the~~which ~~deferred~~we ~~tax~~believe ~~assets~~ will benot ~~realized.~~have ~~The~~a ~~ultimate~~material ~~realization~~effect ofon ~~deferred~~our ~~tax~~financial ~~assets~~position isor ~~dependent~~results ~~upon the generation~~ of ~~future taxable income during the periods in which those temporary differences become deductible~~operations. ~~Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.~~

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a oneF-~~time~~13 ~~transition~~Table ~~tax on the mandatory deemed repatriation~~ of ~~foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing.~~Contents

9. ~~Stockholders’~~Income ~~Equity~~Taxes

~~Preferred~~Prior ~~Stock~~to February 14, 2018, the effective date of the Business Combination, no provision for income taxes was made since we were treated as a partnership for income tax purposes and the income or loss was passed through to our members.

AsWe are required to file federal and state income tax returns in the United States. The preparation of ~~September~~ ~~30,~~these ~~2021,~~tax returns requires us to interpret the applicable tax laws and ~~2020~~regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we ~~were~~base ~~authorized~~our tax returns on interpretations that are believed to ~~issue~~be areasonable ~~total~~under 1the circumstances. The tax returns,~~000~~ however,~~000~~ ~~shares~~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 ~~preferred~~these ~~stock~~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. ~~There~~As ~~are~~required nounder ~~shares~~applicable accounting rules, we accrue an amount for our estimate of ~~Preferred~~additional ~~Stock~~income ~~issued~~tax orliability, ~~outstanding~~including interest and penalties, which we could incur as a result of ~~September~~ ~~30,~~the ~~2021~~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 ~~2020~~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.

~~Common~~There ~~Stock~~were no unrecognized material tax benefits at September 30, 2022, and 2021. 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.

AsTax ~~of September~~returns ~~30,~~are ~~2021,~~subject to examination by the federal and ~~2020,~~state wetaxing ~~were~~authorities ~~authorized~~for togenerally ~~issue~~three ayears ~~total~~after offiled. ~~125,000,000~~There ~~shares~~are ofno ~~common~~income ~~stock~~tax examinations currently in process.

~~On January~~Reconciliation 4,between ~~2021,~~our ~~the~~effective ~~Company~~tax ~~issued~~rate ~~235,000~~and ~~shares~~the ofUnited ~~restricted~~States ~~common~~statutory ~~stock~~rate tois aas ~~consultant~~follows ~~in exchange~~ for ~~consulting services provided to~~ the ~~Company.~~years ~~The~~ended ~~shares~~September ~~were~~30, ~~valued~~2022 atand ~~$0.10 per share.~~2021:

On January 4, 2021, the Company issued 100,000 shares of restricted common stock to a consultant in exchange for consulting services provided to the Company. The shares were valued at $0.10 per share.

	2022			2021
Statutory federal tax rate		21.00	%		21.00	%
State income tax rate		5.45	%		5.70	%
Permanent differences		(19.52	)%		(26.70	)%
Effective tax rate		6.93	%		0.00	%

~~On January~~Significant 4,components ~~2021, the Company issued 300,000 shares~~ of ~~restricted~~our ~~common~~deferred ~~stock~~tax toassets aand ~~consultant~~deferred intax ~~exchange~~liabilities ~~for~~consist ~~consulting~~of ~~services provided to~~ the ~~Company.~~following ~~The shares were valued~~ at ~~$0.10~~September ~~per share.~~30,

As of September 30, 2021, and 2020, there were 34,505,520 and 33,870,520 shares issued and outstanding, respectively.

	2022			2021
Deferred Tax Assets:
Future net operating loss benefit	$	(65,116	)	$	116,515
Current liabilities		27,589			65,144
Deferred tax assets		(37,527	)		181,659
Deferred Tax Liabilities:
Current assets		95,112			326,343
Deferred depreciation		114,066			23,490
Deferred tax liabilities		209,178			349,833
Net deferred tax liabilities	$	246,705		$	168,174

~~F- 14~~ The Company files it’s income tax returns on the cash basis of accounting utilizing a December 31 tax year end. Deferred tax assets relating to current liabilities result from accounts payable and accrued expenses which are not currently deductible for tax purposes. Deferred tax liabilities relating to current assets result from accounts receivables and prepaid expenses which are not currently recognized as income for tax reporting purposes.

~~Dividends~~As of September 30, 2022, the Company has no net operating loss carryforwards that are available to offset future taxable income. 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.

~~During~~F-14 ~~the~~Table ~~fiscal~~of ~~years ended September 30, 2021, and 2020, there were no dividends declared or paid.~~Contents

~~Common~~On ~~Stock~~December ~~Options~~22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing.

As of September 30, 2021 and 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 $010.15 ~~per~~Stockholders’ ~~share.~~Equity ~~There were no stock options exercised or issued during the years ended September 30, 2021, and 2020.~~

APreferred ~~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 September 30, 2021, and 2020.~~

10As of September 30, 2022 and 2021, we were authorized to issue a total 1,000,000 shares of preferred stock. ~~Contingencies~~There were no shares of Preferred Stock issued or outstanding as of September 30, 2022 and 2021.

WeCommon 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.Stock

11As of September 30, 2022 and 2021, we were authorized to issue a total of 125,000,000 shares of common stock. ~~Concentration~~As of ~~Credit~~September ~~Risk~~30, 2022, and ~~Major~~2021, ~~Customers~~there were 34,505,520 shares of common stock issued and ~~Suppliers~~outstanding, respectively.

~~For~~During the ~~fiscal~~ year ended ~~September~~ 30, 2021 there were 16 revenue-producing clients. Revenue-producing clients are defined as those companies and divisions of such that have autonomous hiring/firing of marketing firms. For the year ended September 30, ~~2021~~2022, ~~four~~the ~~customers~~Company ~~represented~~did ~~approximately~~not ~~21%,~~issue ~~12%,~~any ~~12%~~shares ~~and 10%, respectively,~~ of ~~our~~common ~~total revenues~~stock. ~~As of September 30, 2021, two customers represented approximately 79% and 11%, respectively of our outstanding accounts receivable.~~

~~12.~~During ~~Operating~~the ~~lease~~year ~~right-~~ended September 30, 2021, the Company issued 635,000 shares of~~-use~~ ~~assets~~restricted ~~and~~common ~~operating~~stock ~~lease~~to ~~liabilities~~three consultants in exchange for consulting services provided to the Company. The shares were valued at $0.10 per share.

~~Operating~~Common ~~lease~~Stock ~~right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used~~ to ~~determine the present value is our incremental borrowing rate, estimated to~~ be 5.5%, as the interest rate implicit in our lease is not readily determinable. Operating lease expense is recognized pursuant to ASC Topic 842. Leases (Topic 842) over the lease term. During the years ended September 30, 2021, and 2020, the Company recorded rent expense of $239,273 and $120,000, respectively.Issued

InAs ~~adopting~~per ~~Topic~~a ~~842,~~vendor ~~the~~agreement ~~Company~~entered ~~has~~into ~~elected~~in ~~the~~October ~~‘package of practical expedients’~~2019, ~~which permit it not to reassess under~~ the ~~new~~Company ~~standard~~paid ~~its~~in ~~prior~~January ~~conclusions~~of ~~about~~2021 ~~lease identification~~235,000 ~~lease~~shares ~~classification~~as ~~and initial direct costs~~compensation. The Company ~~did~~thereafter ~~not~~accrued ~~elect~~15,000 ~~the~~shares ~~use-~~of~~-hindsight~~ or$1,500 ~~the~~as ~~practical~~common ~~expedient~~stock ~~pertaining~~ to ~~land~~be ~~easements;~~issued ~~the~~per ~~latter~~month. isAs ~~not~~of ~~applicable~~September to30, 2022, the Company. Inand ~~addition,~~ the ~~Company~~vendor ~~elected~~have ~~not~~agreed tothat ~~apply~~the ~~ASC~~total ~~Topic~~accrued ~~842~~shares toof ~~arrangements~~225,000 ~~with~~valued ~~lease~~at ~~terms~~$22,500 of(including 12135,000 ~~month~~shares orof ~~less.~~$13,500 ~~During~~previously ~~the~~accrued ~~year~~as ~~ended~~ of September 30, ~~2020,~~2021) ~~upon~~are ~~adoption~~not ofpayable ~~ASC~~and ~~Topic~~have ~~842,~~been ~~the~~reversed. ~~Company~~No ~~recorded~~further ~~right-of-use~~share ~~assets~~issuances ~~and~~or ~~lease~~accruals ~~liabilities~~for ofthe ~~$461,740~~agreement are required.

~~Right-of- use assets are summarized below:~~Dividends

	September 30, 2021
Office lease	$	461,740
Less accumulated amortization		(199,643	)
Right-of-us assets, net	$	262,097

During the years ended September 30, 2022 and 2021, there were no dividends declared or paid.

~~Operating~~Common ~~lease~~Stock ~~liabilities are summarized as follows:~~Options

	September 30, 2020
Lease liability	$	262,097
Less current portion		(108,281	)
Long term portion	$	153,816

As of September 30, 2022 there were no stock options outstanding or exercisable. As of September 30, 2022 the 525,667 options held by our former chief executive officer and sole director expired unexercised.

FAs of September 30, 2021, 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 with an expiration date of November 20, 2021.

~~Maturity~~There ofwere ~~lease~~no ~~liabilities~~stock ~~are~~options asexercised ~~follows:~~or issued during the years ended September 30, 2022 and 2021.

	Amount
For the year ending September 30, 2022	$	120,000
For the year ending September 30, 2023		120,000
For the four months ending January 31, 2024		40,000
Total	$	280,000
Less: present value discount		(17,903	)
Lease liability	$	262,097

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 September 30, 2022 and 2021.

1311. ~~Subsequent~~Concentration ~~Events~~of Credit Risk and Major Customers

~~The~~For ~~Company~~the ~~has~~fiscal ~~evaluated~~year ~~subsequent~~ended ~~events~~September ~~through~~30, ~~the~~2022, three ~~date~~customers ~~the~~represented ~~financial~~approximately ~~statements~~42%, 34% ~~were~~and 16%, ~~issued~~respectively, of our total revenues. ~~The~~As ~~Company~~of September ~~has~~30, ~~determined~~2022, ~~that~~three ~~there~~customers ~~are~~represented noapproximately ~~such~~44%, ~~events~~34% and ~~that~~17%, ~~warrant~~respectively ~~disclosure~~of orour ~~recognition~~outstanding inaccounts ~~the~~receivable ~~financial~~and ~~statements~~unbilled receivables.

For the fiscal year ended September 30, 2021, three customers represented approximately 35%, 30% and 20%, respectively, of our total revenues. As of September 30, 2021, two customers represented approximately 79% and 11%, respectively of our outstanding accounts receivable and unbilled receivables.

12. Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that the below event warrants disclosure or recognition in the consolidated financial statements presented herein.

Subsequent to September 30, 2022, the Company gave notice to our landlord for our leased office space to terminate the agreement as of December 31, 2022 with no payments due thereafter. The landlord agreed to the termination of the lease with no penalties and no additional payments required. The Company has adopted a fully remote work environment and no replacement office space is planned for.

F-15

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