Nukkleus Inc. - Quarter Report: 2014 December (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the three months ended December 31, 2014.
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OR
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
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Compliance & Risk Management Solutions Inc.
(Exact name of registrant in its charter)
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Delaware
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38-3912845
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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49 Main Street,
New Egypt, NJ
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08533 | |
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(Address of principal executive offices)
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(Zip Code)
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Issuer’s telephone number: 203-456-8088
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001
Indicate by check mark whether the registrant (1) has filed all reports required 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 day. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
(Does not currently apply to the Registrant)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.
| Large accelerated filter | o | Accelerated filter | o |
| Non-accelerated filter | o | Smaller reporting company | þ |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
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Class
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Outstanding February 23, 2015
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Common Stock, $0.001 par value per share
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4,230,000 shares
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TABLE OF CONTENTS
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PART I
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FINANCIAL INFORMATION
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3
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PART II
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OTHER INFORMATION
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ITEM 4
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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ITEM 5
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OTHER INFORMATION
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ITEM 6
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EXHIBITS
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| SIGNATURES | 9 | ||
2
PART I. Financial Information
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Condensed Balance Sheets as of December 31, 2014 (Unaudited) and September 30, 2014
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F-1
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Condensed Statements of Operations for the three months ended December 31, 2014 and 2013 (both unaudited)
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F-2
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Statements of Cash Flows for the three months ended December 31, 2014 and 2013 (unaudited)
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F-3
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Notes to Condensed Financial Statements (unaudited)
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F-4
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3
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ASSETS
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12/31/14
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9/30/14
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CURRENT ASSETS:
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Cash or cash equivalents
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$ | 9,304 | $ | 12,904 | ||||
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Due from shareholder
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2,500 | - | ||||||
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TOTAL CURRENT ASSETS
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11,804 | 12,904 | ||||||
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TOTAL ASSETS
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$ | 11,804 | $ | 12,904 | ||||
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LIABILIATIES AND STOCKHOLDERS' (DEFICIT)
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CURRENT LIABILITIES:
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Accounts payable and accrued expenses
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$ | 15,702 | $ | 14,311 | ||||
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Accrued taxes
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250 | 250 | ||||||
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TOTAL CURRENT LIABILITIES
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15,952 | 14,561 | ||||||
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TOTAL LIABILITIES
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15,952 | 14,561 | ||||||
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STOCKHOLDERS' (DEFICIT)
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Preferred stock, $.0001 par value, 15,000,000 shares authorized, none issued and outstanding
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- | - | ||||||
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Common stock, $.0001 par value, 75,000,000 shares authorized, 4,230,000 shares issued and outstanding, as of December 31, 2014 and September 30, 2014
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424 | 424 | ||||||
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Additional paid-in capital
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71,076 | 71,076 | ||||||
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Retained deficit
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(75,648 | ) | (73,157 | ) | ||||
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TOTAL STOCKHOLDERS' (DEFICIT)
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(4,148 | ) | (1,657 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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$ | 11,804 | $ | 12,904 | ||||
The accompanying notes to condensed financial statements are an integral part of these statements.
F-1
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Three Months Ended
December 31,
2014
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Three Months Ended
December 31,
2013
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Revenues:
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Professional service revenues
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$ | 25,925 | $ | 6,750 | ||||
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Total Revenues
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25,925 | 6,750 | ||||||
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Cost of revenues
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125 | 270 | ||||||
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Cost of revenues from a related party
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11,000 | 3,250 | ||||||
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Gross Profit
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14,800 | 3,230 | ||||||
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Operating expenses:
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Stock based compensation
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- | 8,400 | ||||||
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General and administrative
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13,291 | 28,353 | ||||||
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General and administrative costs from a related party
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4,000 | 24,250 | ||||||
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Total operating expenses
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17,292 | 61,003 | ||||||
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Loss from operations
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(2,491 | ) | (57,773 | ) | ||||
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Loss before taxes
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(2,491 | ) | (57,773 | ) | ||||
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Income tax provision
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- | - | ||||||
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Net loss applicable to common shareholders
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$ | (2,491 | ) | $ | (57,773 | ) | ||
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Net (loss) per share - basic and diluted
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$ | (0.00 | ) | $ | (0.01 | ) | ||
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Weighted number of shares outstanding -
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Basic and diluted
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4,230,000 | 4,119,692 | ||||||
The accompanying notes to condensed financial statements are an integral part of these statements.
F-2
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Three Months Ended
December 31,
2014
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Three Months Ended
December 31,
2013
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (2,491 | ) | $ | (57,773 | ) | ||
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Adjustments to reconcile net (loss) to cash used in operating activities:
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Stock based compensation
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- | 8,400 | ||||||
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Change in operating assets and liabilities:
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Due from shareholder
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(2,500 | ) | - | |||||
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Accounts payable and accrued expenses
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1,391 | 22,133 | ||||||
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Net cash used in operating activities
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$ | (3,600 | ) | $ | (27,240 | ) | ||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from issuance of common stock
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- | 21,050 | ||||||
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Net cash provided by financing activities
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$ | - | $ | 21,050 | ||||
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NET DECREASE IN CASH
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(3,600 | ) | (6,190 | ) | ||||
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CASH AND CASH EQUIVALENTS at beginning of period
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12,904 | 22,660 | ||||||
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CASH AND CASH EQUIVALENTS at end of period
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$ | 9,304 | $ | 16,470 | ||||
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Supplemental disclosure of cash flow information
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Cash paid for:
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Interest
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$ | - | $ | - | ||||
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Income Taxes
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$ | - | $ | - | ||||
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Supplemental schedule of non-cash investing and financing activities
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Stock based compensation
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$ | - | $ | 8,400 | ||||
The accompanying notes to financial statements are an integral part of these statements.
F-3
Note 1. The Company History and Nature of the Business
Compliance & Risk Management Solutions Inc. (the “Company”), formed on July 29, 2013, is engaged in providing corporate governance, compliance and risk management (“GRC” or “Risk Mitigation”) business services and technology solutions (“GRC Technology”). The Company’s GRC Solutions bring people, process and software tools to help clients more effectively and cost efficiently handle their Risk Mitigation efforts.
The financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. Since inception, the Company has incurred net losses of $75,648 and has a working capital deficit of $4,148 at December 31, 2014. Our ability to continue as a going concern is dependent upon achieving sales growth, management of operating expenses and ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations.
We need to either borrow funds from our majority shareholder or raise additional capital through equity or debt financings. We expect our current majority shareholder will be willing and able to provide such additional capital. However, we cannot be certain that such capital (from our shareholders or third parties) will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient funds to operate our business or pursue our planned growth.
On March 6, 2014, the Company’s SEC Form S-1 filing was declared effective. As of the date of this report, no capital has been raised as provided for under the Form S-1.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Organization
The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. Condensed statements should be read in conjunction with the Company’s latest annual financial statements.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. The Company’s cash and cash equivalents are located in a United States bank.
Revenue Recognition
The Company derives its revenue from the permanent placement of executive level personnel and the sale of general compliance and risk management consulting services (professional services revenue). The Company utilizes written contracts as the means to establish the terms and condition services are sold to customers.
Executive Placement Services
The Company recognizes revenue for executive placements based on the nature of the fee arrangement. Revenue generated when the Company permanently places an individual with a client on a contingent basis is recorded at the time of acceptance of employment, net of an allowance for estimated fee reversals. Revenue generated when the Company permanently places an individual with a client on a retained basis is recorded ratably over the period services are rendered, net of an allowance for estimated fee reversals.
F-4
Consulting Services/Professional Services
Because the Company provides its applications as services, it follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition The Company recognizes revenue when all of the following conditions are met:
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there is persuasive evidence of an arrangement;
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the service has been provided to the customer;
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the collection of the fees is reasonably assured; and
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the amount of fees to be paid by the customer is fixed or determinable.
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The Company records revenue as services are performed. Invoicing is done at the beginning of each month for the services to be rendered that month.
Reimbursements
The Company incurs certain out-of-pocket expenses that are reimbursed by its clients, which are accounted for as revenue in its Statement of Operations.
Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended December 31, 2014.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2014 the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.
F-5
Stock-Based Compensation
Stock compensation arrangements with non-employee service providers are accounted for in accordance ASC 505-50 Equity-Based Payments to Non-Employees, using a fair value approach.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of December 31, 2014 and cumulative expenses from inception. Actual results could differ from those estimates made by management.
3. Common Stock
The Company is authorized to issue 75,000,000 shares of common stock and 15,000,000 preferred stock, both $0.001 par value. As of December 31, 2014 the Company had 4,230,000 common shares outstanding
4. Income Taxes
The provision for income taxes for the three months end December 31, 2014 was as follows (assuming a 15% effective tax rate):
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Three Months Ended
December 31,
2014
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Current Tax Provision:
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Total current tax provision
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$ | - | ||
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Deferred Tax Provision:
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Loss carry-forwards
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(374 | ) | ||
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Change in valuation allowance
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374 | |||
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Total deferred tax provision
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$ | - | ||
The Company provided a valuation allowance equal to the deferred income tax assets for period ended December 31, 2014 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry-forwards.
The Company had deferred income tax asset as of December 31, 2014 as follows:
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Loss carry-forwards
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$ | 11,347 | ||
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Less - valuation allowance
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(11,347 | ) | ||
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Total net deferred tax assets
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$ | - |
As of December 31, 2014, the Company had approximately $75,648 in tax loss carry-forwards that can be utilized future periods to reduce taxable income, and expire by the year 2034.
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed. The Company’s tax returns from inception (July 29, 2013) are open to examination by the taxing authorities.
F-6
5. Related Party Loans and Transactions
Due from Shareholder. In October 2014 the Company paid MLH, its major shareholder $2,500. Such amount was repaid on February 17, 2015.
Affiliated Company Transactions
On August 1, 2013, the Company has engaged the services (the “Agreement”) of Ocean Cross Business Solutions Group LLC (“OCBSG”), to provide assistance with filing of the SEC Form S-1, general accounting, finance, general management and client delivery services. OCBSG is owned by William Schloth the husband of the majority shareholder MLH. The Agreement provides for a monthly consulting fee of $5,000. The Agreement may be terminated by either party at any time. As of December 31, 2014, no amount was due to OCBSG. The Company has reflected this arrangement in the statement of operation as related party expenses. For the three months ended December 31, 2014 and 2013, the Company has paid out $15,000 and $27,500, respectively. For the period ended December 31, 2014 $5,000 and $11,000 have been allocated to operating expenses and cost of revenue, respectively. For the period ended December 31, 2013, $24,250 and $3,250 have been allocated to operating expenses and cost of revenue, respectively.
6. Subsequent Events
On February 13, 2015, Mountain Laurel Holdings, Inc. & Christopher Neuert sold all their shares in the company, 3,500,000 and 195,000, respectively.
F-7
FORWARD-LOOKING STATEMENTS
Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:
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1.
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our future operating results;
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2.
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our business prospects;
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3.
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any contractual arrangements and relationships with third parties;
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4.
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the dependence of our future success on the general economy;
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5.
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any possible financings; and
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6.
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the adequacy of our cash resources and working capital.
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These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.
Our Company
We are a corporate governance, risk and compliance management (“GRC” or “Risk Mitigation”) business services and technology solutions (“GRC Solutions”) firm. Our GRC Solutions bring people, process and software tools to help clients more effectively and cost efficiently handle their Risk Mitigation efforts. Our business services include staffing search and placement and contract consulting. Our technology solutions represent, what we believe, are the most effective software tools a client can use based upon their unique Risk Mitigation needs. Our practice areas and GRC Solutions are industry and position specific. We believe that our position specific and industry specialization will enable us to better understand our clients’ culture, operations, business strategies and industries.
General Trends in the Industry
We believe Risk Mitigation has become a growing operational and financial burden, limiting its ability to keep pace with business growth and transformational initiatives. We believe that to close that gap clients need to utilize the efficiencies driven through technology automation.
We believe that if we can acquire GRC technology or software products or build a database of what we consider “best-in-class” technology solutions, this will directly complement our staffing and consulting services providing us an opportunity to step in to meet a significant need for cost-effective data security, analysis, and compliance in the risk management industry.
We believe that one of the most common barriers to the implementation of Risk Mitigation solutions for small businesses is perceived cost.
We believe that there is increased attention to and awareness of Risk Mitigation needs and related challenges.
We believe the adoption of the Affordable Care Patient & Protection Act (“ACA”) and its related employee and employer mandates will provide us an opportunity to delivery staffing Candidates, perform consulting and recommend technology solutions for all sizes of companies to ensure proper compliance with regulations and the employment laws related to ACA.
Based upon the above and trends discussed in our section entitled, “Business Risk Mitigation Trends,” we believe there exists a significant opportunity to help both small and large organizations build and support effective and cost efficient Risk Mitigation frameworks.
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Our Growth Strategy
Our goal is to be a leading provider of comprehensive, industry and position-focused, Risk Mitigation solutions through the following strategies:
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(i)
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organic growth in new clients and search Candidates and Consultants through referrals and management contacts;
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(ii)
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rolling out various outbound sales and marketing campaigns;
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(iii)
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continue to standardize the processes of how our consulting services are provided so we can efficiently and cost effectively scale our operation;
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(iv)
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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;
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(v)
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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;
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(vi)
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deepen our expertise in targeted industry practices by continuing to add talented search Candidates and Consultants;
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(vii)
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establish strategic partnerships and/or reseller relationships with GRC technology solution product and service providers;
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(viii)
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growth through acquisitions of other service providers and or technology products
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Our Focus
Our initial industry focus is on the financial services and money management industries (collectively, the “Managed Money Group”). We believe that the increasing attention being given to the need for GRC will lead to a significant opportunity to help both small and large organizations build and support effective and cost efficient Risk Mitigation frameworks. Our initial targeted clients within the Managed Money Group are; FINRA broker dealers, registered investment advisory firms, hedge funds, private equity firms, non-profits and family offices. Our industry specific GRC solutions are designed and delivered based upon what we believe are the biggest Risk Mitigation challenges facing our targeted customer base.
We believe the top three business challenges facing the Money Managed Group today include; (1) managing regulatory, compliance and tax uncertainties, (2) identifying operation efficiencies to combat cost pressure, and (3) pursing new growth opportunities. We believe these challenges will support multiple new entrants and create significant opportunity to grow our business. Initially, we will focus on meeting challenges described under (1) and (2) above.
Upon completion of our Business Infrastructure we will launch a sales and marketing campaign aimed at the Managed Money Group. We then plan to explore providing our GRC Solutions to; (i) other financial services businesses including insurance and banking organizations, and (ii) other regulated industries, that may include; Healthcare, Energy, Pharmaceutical, Environmental, Gaming, Telecommunication.
Results of Operations
Summary of Key Results
For the unaudited three months ended December 31, 2014 versus 2013
Revenues and Cost of Revenues
Total revenue for the three months ended December 31, 2014 versus the the three months ended December 31, 2013 were $25,925 and $6,750, respectively. The increase was due to the acquisition of new clients. Revenues are from professional services rendered. For the three months ended December 31, 2014, 92% of the revenue was attributable to one customer.
Cost of revenues for the three months ended December 31, 2014 versus the three months ended December 31, 2013 were, $11,125 and $3,520, respectively. Cost of revenue included merchant account charges of $125 and $270, respectively. The remaining amount, $11,000 and $3,250, respectively were related party independent contractor labor costs for the delivery of the professional services. The increases in costs where primarily due to additional work performed on new clients acquired.
5
Operating Expenses
Total operating expenses for the three months ended December 31, 2014 versus the three months ended December 31, 2013, where $17,292 versus $61,003, respectively. These amounts include $4,000 and $24,250, respectively, in related party independent contractor costs for accounting and financial reporting. The amounts also included $0 and $8,400, respectively, in stock based compensation. The remaining amounts were primarily third party professional fees. The decrease in costs where primarily due to less regulatory reporting work and legal fees.
Liquidity and Capital Resources
At December 31, 2014, we had cash of $9,304 and a working capital deficit of $4,148. Since inception, we have raised $58,350 in equity capital.
We had a total accumulated deficit of $75,648 as of December 31, 2014.
We had $3,600 and $27,240 in net cash used in operating activities for the three month period ending December 31, 2014 and 2013, respectively. These include $2,491 and $57,773 in net losses, respectively. Cash flows used in operating activities included changes in operating assets and liabilities totaling $(1,109) and $22,133 for the three months ending December 31, 2014 and 2013, respectively.
We had $0, and $21,050 of net cash provided by financing activities for the three months ended December 31, 2014 and 2013, respectively.
As of December 31, 2014, we did not have any fixed operating expenses. However, over the next twelve months we expect to hire employees both to deliver our services as well as perform other administrative and operating activities. Should our revenues not increase as expected and if our costs and expenses prove to be greater than we currently anticipate, or should we change our current business plan in a manner that will increase or accelerate our anticipated costs and expenses, the depletion of our working capital would be accelerated. In the event that our revenues from operations are insufficient to meet our working capital needs, we would need to either borrow funds from our officers or raise additional capital through equity or debt financings. We expect our current officers will be willing and able to provide such additional capital. However, we cannot be certain that such capital (from our officers or third parties) will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial and operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient funds to operate our business or pursue our planned growth.
Consistent with Section 144 of the Delaware General Corporation Law, it is our current policy that all transactions between us and our officers, directors and their affiliates will be entered into only if such transactions are approved by a majority of the disinterested directors, are approved by vote of the stockholders, or are fair to us as a corporation as of the time it is authorized, approved or ratified by the board. We will conduct an appropriate review of all related party transactions on an ongoing basis.
With respect to shares issued for services, our board of directors determines the value of the services provided and authorizes the issuance of shares based upon the fair market value of our shares.
Off-Balance Sheet Arrangements
We had no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.
Critical Accounting Policies
Our discussion and analysis of the financial condition and results of operations are based upon the Company’s financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. Certain of these critical accounting policies affect working capital account balances, including the policies for revenue recognition, allowance for doubtful accounts, inventory reserves and income taxes. These policies require that we make estimates in the preparation of our financial statements as of a given date.
6
Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.
Revenue Recognition
The Company derives its revenue from the permanent placement of executive level personnel and the sale of general compliance and risk management consulting services. The Company utilizes written contracts as the means to establish the terms and condition services are sold to customers.
Consulting Services
Because the Company provides its applications as services, it follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition The Company recognizes revenue when all of the following conditions are met:
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there is persuasive evidence of an arrangement;
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the service has been provided to the customer;
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the collection of the fees is reasonably assured; and
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the amount of fees to be paid by the customer is fixed or determinable.
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The Company records revenue as services are performed. Invoicing is done at the beginning of each month for the services to be rendered that month.
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K
Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.
(a) Evaluation of Disclosure Controls and Procedures
Based on the evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Accounting Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SECs”) rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in the Company’s Internal Controls Over Financial Reporting
Other than described above, there have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Part II- Other Information
We are not a party to any legal proceedings. Management is not aware of any legal proceedings proposed to be initiated against us. However, from time to time, we may become subject to claims and litigation generally associated with any business venture operating in the ordinary course.
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K
None.
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Exhibit Number
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Description
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|
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31.1*
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Rule 13a-14(a) Certification of the Chief Executive and Financial Officer
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|
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32.1*
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Section 1350 Certification of Chief Executive and Financial Officer
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* Filed along with this document
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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COMPLIANCE & RISK MANAGEMENT SOLUTIONS INC
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|||
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Dated: February 23, 2015
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By:
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/s/ Christopher Neuert | |
| Christopher Neuert | |||
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Chief Executive Officer, Chief Accounting Officer & Chairman
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
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Signature
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Title
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Date
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||
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/s/ Christopher Neuert
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Chief Executive Officer, Chief Accounting Officer & Chairman
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February 23, 2015
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||
9