Nukkleus Inc. - Annual Report: 2014 (Form 10-K)

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Class		Outstanding January 13, 2015
Common Stock, $0.001 par value per share		4,230,000 shares

 

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	●	the availability and adequacy of capital to support and grow our business;
	●	economic, competitive, business and other conditions in our local and regional markets;
	●	actions taken or not taken by others, including competitors, as well as legislative, regulatory, judicial and other governmental authorities;
	●	competition in our industry;
	●	Changes in our business and growth strategy, capital improvements or development plans;
	●	the availability of additional capital to support development; and
	●	other factors discussed elsewhere in this annual report.

 

 

Item 1.	Business.			3
Item 1A.	Risk Factors.			4
Item 1B.	Unresolved Staff Comments.			4
Item 2.	Properties.			4
Item 3.	Legal Proceedings.			4
Item 4.	Submission of Matters to a Vote of Security Holders			4
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.			5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.			5
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.			7
Item 8.	Financial Statements and Supplementary Data.			8
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.			9
Item 9A.	Controls and Procedures.			9
Item 9B.	Other Information.			10
Item 10.	Directors, Executive Officers and Corporate Governance.			11
Item 11.	Executive Compensation.			12
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.			14
Item 13.	Certain Relationships and Related Transactions, and Director Independence.			15
Item 14.	Principal Accounting Fees and Services.			15
Item 15.	Exhibits, Financial Statement Schedules.			16
SIGNATURES				17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(i)	organic growth in new clients and search Candidates and Consultants through referrals and management contacts;

(ii)	rolling out various outbound sales and marketing campaigns;

(iii)

continue to standardize the processes of how our consulting services are provided so we can efficiently and cost effectively scale our operation;

(iv)	build long-term business relationships with clients through the combination or our staffing services and contract consulting.  We believe this will increase the gross dollars we earn on clients as well as the length of engagement;

(v)	make strategic targeted hires and acquisitions.   We intend to hire new Recruiters and contract Consultants as demand for our services continues to grow and we identify talent in the marketplace;

(vi)	deepen our expertise in targeted industry practices by continuing to add talented search Candidates and Consultants;

(vii)

establish strategic partnerships and/or reseller relationships with GRC technology solution product and service providers;

(viii)

growth through acquisitions of other service providers and or technology products

 

 

 

	●	there is persuasive evidence of an arrangement;
	●	the service has been provided to the customer;
	●	the collection of the fees is reasonably assured; and
	●	the amount of fees to be paid by the customer is fixed or determinable.

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm			F-2
Financial Statements
Balance Sheets as of September 30, 2014 and 2013			F-3
Statements of Operations for the twelve months ended September 30, 2014 and inception (July 29, 2013) through September 30, 2013			F-4
Statements of Stockholders’ Equity(Deficit) for the period from inception (July 29, 2013) through September 30, 2014			F-5
Statements of Cash Flows for the twelve months ended September 30, 2014 and inception (July 29, 2013) through September 30, 2013			F-6
Notes to Financial Statements			F-7

 

 

 

ASSETS		2014				2014
CURRENT ASSETS:
Cash or cash equivalents		$	12,904			$	22,660
TOTAL CURRENT ASSETS			12,904				22,660
TOTAL ASSETS		$	12,904			$	22,660
LIABILIATIES AND STOCKHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	14,311			$	3,257
Accrued taxes			250				250
TOTAL CURRENT LIABILITIES			14,561				3,507
TOTAL LIABILITIES			14,561				3,507
STOCKHOLDERS'  EQUITY(DEFICIT):
Preferred stock, $.0001 par value, 15,000,000 shares authorized,
none issued and outstanding			-				-
Stock Subscriptions receivable			-				(20,000	)
Common stock, $.0001 par value, 75,000,000 shares authorized,
4,230,000 and 4,041,000 shares issued and outstanding,
as of September 30, 2014 and 2013, respectively			424				405
Additional paid-in capital			71,076				61,645
Retained deficit			(73,157	)			(22,897	)
TOTAL STOCKHOLDERS' EQUITY(DEFICIT)			(1,657	)			19,153
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)		$	12,904			$	22,660

 

 

 

 

		Twelve Months Ended September 30, 2014				From Inception (July 29, 2013) through September 30, 2013
Revenues:
Professional service revenues		$	102,951			$	2,000
Total Revenues			102,951				2,000
Cost of revenues			1,111				46
Cost of revenues from a related party			28,250				1,000
Gross Profit			73,590				954
Operating expenses:
Stock based compensation			8,400				4,750
General and administrative			76,200				9,851
General and administrative costs from a related party			39,250				9,000
Total operating expenses			123,850				23,601
Loss from operations			(50,260	)			(22,647	)
(Loss) before taxes			(50,260	)			(22,647	)
Income tax provision			-				250
Net (loss) applicable to common shareholders		$	(50,260	)		$	(22,897	)
Net (loss) per share - basic and diluted		$	(0.01	)		$	(0.01	)
Weighted number of shares outstanding -
Basic and diluted			4,201,981				3,723,000

 

 

 

 

 

		Preferred Stock								Common								Paid-In				Sub				Retained				Stockholders'
		Shares				Par Value				Shares				Par Value				Capital				Rec'b				(Deficit)				(Deficit)
Balance at Inception, July 29, 2013			-			$	-				-			$	-			$	-			$	-			$	-			$	-
Issuance of common stock											3,946,000				395				56,905				(20,000	)							37,300
Issuance of common stock for services											95,000				10				4,740												4,750
Net loss for period			-				-																				(22,897	)			(22,897	)
			-				-
Balance September 30, 2013			-			$	-				4,041,000			$	405			$	61,645			$	(20,000	)		$	(22,897	)		$	19,153
Subscription receivable payment																							20,000								20,000
Issuance of common stock											21,000				2				1,048												1,050
Issuance of common stock for services											168,000				17				8,383												8,400
Net loss for period			-				-																				(50,260	)			(50,260	)
Balance September 30, 2014			-			$	-				4,230,000			$	424			$	71,076			$	-			$	(73,157	)		$	(1,657	)

 

 

 

 

 

 

		Twelve Months Ended September 30, 2014				From Inception (July 29, 2013) through September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)		$	(50,260	)		$	(22,897	)
Adjustments to reconcile net (loss) to cash used in operating activities:
Stock based compensation			8,400				4,750
Change in operating assets and liabilities:
Accounts payable and accrued expenses			11,054				3,257
Income tax payable			-				250
Net cash used in operating activities		$	(30,806	)		$	(14,640	)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from subscription receivable payment			20,000				-
Proceeds from Issuance of common stock			1,050				37,300
Net cash provided by financing activities		$	21,050			$	37,300
NET INCREASE(DECREASE) IN CASH			(9,756	)			22,660
CASH AND CASH EQUIVALENTS at beginning of period			22,660				-
CASH AND CASH EQUIVALENTS at end of period		$	12,904			$	22,660
Supplemental disclosure of cash flow information
Cash paid for:
Interest		$	-			$	-
Income Taxes		$	-			$	-
Supplemental schedule of non-cash investing and financing activities
Sale of stock for subscription receivable		$	-			$	20,000

 

 

 

 

	●	there is persuasive evidence of an arrangement;
	●	the service has been provided to the customer;
	●	the collection of the fees is reasonably assured; and
	●	the amount of fees to be paid by the customer is fixed or determinable.

 

 

 

		Twelve months ended September 30, 2014				From Inception (July 29, 2013) through September 30, 2013
Current Tax Provision:
Federal-State-Local			-			$	250
Total current tax provision		$	-			$	250
Deferred Tax Provision (Benefit):
Federal			-				-
Loss carry-forwards			(7,539	)			(3,435	)
Change in valuation allowance			7,539				3,435
Total deferred tax provision		$	-			$	-
The Company had deferred income tax asset as of September 30, 2014 as follows:
Loss carry-forwards		$	10,974
Less - valuation allowance			(10,974	)
Total net deferred tax assets		$	-

 

 

 

 

 

 

 

 

Name		Age		Position
Christopher Neuert		46		Director, President, CEO, Secretary, Treasurer and Chief Accounting Officer

 

 

 

●	has had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;

 

●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

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been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities;

●	been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

●	been subject or a party to or any other disclosable event required by Item 401(f) of Regulation S-K.

Name and Principal Position		Fiscal Year				Salary ($)				Bonus ($)				Stock Awards ($)(1)				All Other Compensation ($)				Total ($)
Christoper Neuert, President, CEO,			2014				--				--				--				--				--
CFO, director (since August 31, 2013)
			2013				--				--				4,750				--				4,750

(1)	We issued 95,000 shares to Mr. Neuert on August 31, 2013 for his services as our sole officer and director.

 

 

 

Name And Address (1)		Beneficially Owned				Percentage Owned
Mountain Laurel Holding Inc. (2)			3,500,000				82.7	%
Christopher Neuert (3)			198,000				4.7	%
All directors and officers as a group (1 persons)			198,000				4.7	%

(1)	Unless otherwise stated, the address is 49 Main Street, New Egypt, NJ. 08533
(2)	The address is: 80 Mountain Laurel Road, Fairfield, CT 06824.  Mary Ellen Schloth is the sole shareholder
(3)	Includes 3,000 shares held by Grace Neuert, Mr. Neuert’s spouse.

	(A)	Any of our directors or officers;
	(B)	Any proposed nominee for election as our director;
	(C)	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or
	(D)	Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.

 

		Year Ended September 30, 2014				Since inception (7/29/13) through September 30, 2013
Audit Fees		$	7,500			$	5,000
All Other Fees			1,500				1,000
Total		$	10,000			$	7,000

 

 

 

 

Exhibit Number				Description
31.1*				Rule 13a-14(a) Certification of the Chief Executive and Financial Officer
32.1*				Section 1350 Certification of Chief Executive and Financial Officer

 

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Filed along with this document

 

 

 

 

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