FGCO Form D: $145,500 sold; 1 investor, 1% warrants issued

Rhea-AI Filing Summary

Financial Gravity Companies, Inc. filed a Form D claiming a Regulation D exemption for an equity offering tied to a credit facility and warrants. The notice reports a $145,500 offering amount that has been fully sold with 1 investor participating and $0 remaining to be sold. The issuer is a Nevada corporation with principal offices in Lakeway, Texas, and lists multiple executive officers and directors, including Gary Nemer as CFO who signed the filing on 2025-10-07. The filing states the offering used Rule 506(b), accepts a minimum investment of $0, and indicates the offering is not ongoing beyond one year. A $7,500 finders fee was disclosed in clarifying text related to locating a lender for the credit facility; warrants equal to 1% of fully diluted equity were issued in connection with that facility.

Positive

• Offering fully subscribed for the disclosed amount of $145,500
• Clear Regulation D claim using Rule 506(b), preserving exemptive status if conditions met
• Finder's fee disclosed ($7,500), enhancing transparency about transaction costs

Negative

• Small raise size of $145,500, likely immaterial to overall capitalization
• Only 1 investor reported, indicating limited investor breadth
• Warrants equal to 1% of fully diluted equity could dilute existing holders if exercised

Insights

Securities Compliance Analyst

Form D shows a small, closed Regulation D equity raise and attached warrants tied to a credit facility.

The filing documents a $145,500 offering sold under Rule 506(b), with the issuer reporting 1 investor and $0 remaining to sell. The issuer flags a $7,500 finders fee paid to locate a lender; warrants equal to 1% of fully diluted equity were issued along with the facility. These items are disclosure-focused and align with required Form D content.

Compliance dependencies include accurate investor accreditation checks under Rule 506(b) and state notice filings where required. Monitor for any subsequent amendments if additional securities are issued or if the credit facility changes material terms within one year.

Corporate Finance Analyst

Capital raise size and warrant scope are modest; dilution and cash inflow are limited but identifiable.

The raise generated $145,500 in gross proceeds and produced warrants equal to 1% of fully diluted equity; a finders fee of $7,500 was paid. The minimum investor amount is listed as $0, suggesting flexibility in acceptance but no information on investor accreditation mix beyond the single investor count.

Material near-term items to watch include any future issuances tied to the warrants or additional draws under the referenced credit facility, which could affect capitalization and liquidity within 12 months.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001377167

PACIFIC OIL Co

PRAIRIE WEST OIL & GAS, LTD.

KAT Racing, Inc.

Pacific Oil Company

Prairie West Oil & Gas, LTD

KAT Racing

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Financial Gravity Companies, Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Financial Gravity Companies, Inc.
Street Address 1		Street Address 2
2501 RANCH ROAD 620 SOUTH		SUITE 110
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LAKEWAY	TEXAS	78734	800-588-3893

3. Related Persons

Last Name	First Name	Middle Name
Winters	Scott
Street Address 1	Street Address 2
59 Treehaven Ct.
City	State/Province/Country	ZIP/PostalCode
The Hills	TEXAS	78738

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Winters	Jennifer
Street Address 1	Street Address 2
59 Treehaven Ct.
City	State/Province/Country	ZIP/PostalCode
The Hills	TEXAS	78738

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nelson	William
Street Address 1	Street Address 2
2413 Plaza Del Grande
City	State/Province/Country	ZIP/PostalCode
Las Vegas	NEVADA	89102

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pollock	John
Street Address 1	Street Address 2
4210 Whitley Place Dr.
City	State/Province/Country	ZIP/PostalCode
Prosper	TEXAS	75078

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lyon	Ed
Street Address 1	Street Address 2
621 E. Mehring Way #2208
City	State/Province/Country	ZIP/PostalCode
Cincinnati	OHIO	45208

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Brockway	Alexander
Street Address 1	Street Address 2
61 Treehaven Ct
City	State/Province/Country	ZIP/PostalCode
The Hills	TEXAS	78738

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nemer	Gary
Street Address 1	Street Address 2
97 Del Casa Dr.
City	State/Province/Country	ZIP/PostalCode
Mill Valley	CALIFORNIA	94941

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Winters	Kaili
Street Address 1	Street Address 2
61 Treehaven Ct
City	State/Province/Country	ZIP/PostalCode
The Hills	TEXAS	78738

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

X

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
X	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-26				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$145,500	USD	or Indefinite
Total Amount Sold	$145,500	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Amount estimated. Warrants equal 1% of issuer's fully diluted equity at exercise; offering amount based on current capitalization and stock price. Shares and total paid will adjust per warrant terms.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

A $7,500 finder's fee was paid for locating the lender of the credit facility. Warrants were issued in connection with the facility. The finder did not broker or sell securities or provide securities-related services.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Financial Gravity Companies, Inc.	/s/ Gary Nemer	Gary Nemer	Chief Financial Officer	2025-10-07

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Financial Gravity Companies, Inc. (FGCO) raise in the Form D filing?

The filing reports a total offering amount of $145,500 and indicates $145,500 was sold with $0 remaining.

Under which exemption was FGCO's offering made?

The offering was claimed under Regulation D, Rule 506(b).

How many investors participated in FGCO's offering?

The filing lists a total of 1 investor who invested in the offering.

Were any fees or warrants issued in connection with the offering?

A $7,500 finders fee was paid to locate the lender for the credit facility, and warrants equal to 1% of the issuer's fully diluted equity were issued in connection with the facility.

Who signed the Form D for FGCO and when?

Gary Nemer, Chief Financial Officer, signed the filing on 2025-10-07.