Nukkleus Inc. - Quarter Report: 2014 June (Form 10-Q)

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þ	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the nine months ended June 30, 2014.

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________________    to  ____________________ .

 (Exact name of registrant in its charter)

Delaware		38-3912845
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

49 Main St, New Egypt, NJ		08533
(Address of principal executive offices)		(Zip Code)

 

 

 

 

 

Class		Outstanding August 14, 2014
Common Stock, $0.001 par value per share		4,230,000 shares

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PART I	FINANCIAL INFORMATION	F-1
ITEM 1.	INTERIM FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8
ITEM 4.	CONTROLS AND PROCEDURES	8
ITEM 5.	OTHER	8
PART II	OTHER INFORMATION	8
ITEM 1.	LEGAL PROCEEDINGS	8
ITEM 1A.	RISK FACTORS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	8
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5	OTHER INFORMATION
ITEM 6	EXHIBITS

SIGNATURES

 

Condensed Balance Sheets as of June 30, 2014 (Unaudited) and Sept 30, 2013			F-1
Condensed Statements of Operations for the three and nine months ended June 30, 2014 (unaudited)			F-2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) from Inception (July 29, 2013) to June 30, 2014 (unaudited)			F-3
Statements of Cash Flows for the nine months ended June 30, 2014 (unaudited)			F-4
Notes to Financial Statements (unaudited)			F-5

ASSETS
		6/30/14				9/30/13
CURRENT ASSETS:
Cash or cash equivalents		$	11,902			$	22,660
TOTAL CURRENT ASSETS			11,902				22,660
TOTAL ASSETS		$	11,902			$	22,660
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	17,718			$	3,257
Accrued taxes			250				250
TOTAL CURRENT LIABILITIES			17,968				3,507
TOTAL LIABILITIES			17,968				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 June 30, 2014 and September 30, 2013			424				405
Additional paid-in capital			71,076				61,645
Retained deficit			(77,566	)			(22,897	)
TOTAL STOCKHOLDERS' EQUITY(DEFICIT)			(6,066	)			19,153
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)		$	11,902			$	22,660

 

		Three Months Ended June 30, 2014				Nine Months  Ended June 30, 2014
Revenues:
Professional service revenues		$	29,250			$	56,250
Client expense reimbursement			12,819				15,767
Total Revenues			42,069				72,017
Cost of revenues			262				857
Cost of revenues from a related party			12,500				28,250
Gross Profit			29,307				42,910
Operating expenses:
Marketing and sales			2,835				2,835
Stock based compensation			-				8,400
General and administrative			15,431				57,093
General and administrative costs from a related party			2,500				29,250
Total operating expenses			20,766				97,578
Income (loss) from operations			8,541				(54,669	)
Income (loss) before taxes			8,541				(54,669	)
Income tax provision			0				0
Net income (loss) applicable to common shareholders		$	8,541			$	(54,669	)
Net income (loss) per share - basic and diluted		$	0.00			$	(0.01	)
Weighted number of shares outstanding -
Basic and diluted			4,230,000				4,193,096

 

		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			-			$	-				0			$	-			$	-			$	-			$	-			$	-
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
Issuance of common stock											21,000				2				1,048												1,050
Issuance of common stock for services											168,000				17				8,383												8,400
Payment of subscription receivable																							20,000								20,000
Net loss for period																											(54,669	)			(54,669	)
Balance June 30, 2014			-			$	-				4,230,000			$	424			$	71,076			$	-			$	(77,566	)		$	(6,066	)

 

		Nine Months Ended June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(54,669	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation			8,400
Change in operating assets and liabilities:
Accounts payable and accrued expenses			14,461
Income tax payable			-
Net cash used in operating activities		$	(31,808	)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock			21,050
Net cash provided by financing activities		$	21,050
NET (DECREASE) INCREASE IN CASH			(10,758
CASH AND CASH EQUIVALENTS at beginning of period			22,660
CASH AND CASH EQUIVALENTS at end of period		$	11,902
Supplemental disclosure of cash flow information
Cash paid for:
Interest		$	-
Income Taxes		$	-
Supplemental schedule of non-cash investing and financing activities
Stock based compensation		$	8,400

 

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 $77,566 and has a working capital deficit of $6,066 at June 30, 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 S1 filing was declared effective.   As of the date of this report, no capital has been raised as provided for under the Form S1.

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.

	●	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.

 

 

On July 30, 2013, the Company issued 3,500,000 shares of common stock to the Mountain Laurel Holdings, Inc (“MLH”) at a price of $0.01 per share, for a $35,000 subscription receivable.   As of March 31, 2014, the subscription receivable has been paid.

On August 31, 2013, the Company issued 351,000 shares of common stock to 20 new shareholders at a price of $0.05 per share for a total of $17,550.

On August 31, 2013, the Company issued 95,000 shares of common stock to Christopher Neuert in Exchange for him agreeing to be our sole director, CEO and CFO.  The Company used the offering price of $0.05 to value the shares at $4,750.   Such amount has been reflected as stock based compensation on the statement of operations with a credit to paid in capital.

On September 30, 2013, the Company issued 95,000 shares of common stock to 10 new shareholders at a price of $0.05 per share for a total of $4,750.

On October 31, 2013, the Company issued 21,000 shares of common stock to 7 new investors at a price of $0.05 per share for a total of $1,050.

On November 26, 2013, Mountain Laurel Holdings paid the remaining $20,000 balance of its subscription receivable. 

On November 26, 2013, the Company issued 168,000 shares of common stock to its legal counsel in consideration of services rendered in connection with the preparation of the Company’s registration statement on Form S-1and counsel’s agreement to defer fees in connection therewith.   To value the share issuance the Company used the offering price of $0.05.  Such amount has been reflected as stock based compensation on the statement of operations.

		Three Months Ended June 30, 2014				Nine Months  Ended June 30, 2014
Current Tax Provision:
Federal-State-Local		$	-			$	-
Taxable Income			-				-
Total current tax provision		$	-			$	-
Deferred Tax Provision:
Federal		$	-			$	-
Loss carry-forwards			(1,281	)			8,200
Change in valuation allowance			1,281				(8,200	)
Total deferred tax provision		$	-			$	-
The Company had deferred income tax asset as of June 30, 2014 as follows:
Loss carry-forwards		$	11,635
Less - valuation allowance			(11,635	)
Total net deferred tax assets		$	-

1.		our future operating results;
2.		our business prospects;
3.		any contractual arrangements and relationships with third parties;
4.		the dependence of our future success on the general economy;
5.		any possible financings; and
6.		the adequacy of our cash resources and working capital.

 

 

 

 

(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.

 

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
				* Filed along with this document

	COMPLIANCE & RISK MANAGEMENT SOLUTIONS INC
Dated: August 14, 2014	By:	//Christopher Neuert
		Christopher Neuert
		Chief Executive Officer, Chief Accounting Officer & Chairman

Signature		Title		Date
//Chris Neuert                                                      Chris Neuert		Chief Executive Officer, Chief Accounting Officer & Chairman		August 14, 2014

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