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

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x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the six months ended March 31, 2014.

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

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 May 15, 2014
Common Stock, $0.001 par value per share		4,230,000 shares

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		Page
PART I	FINANCIAL INFORMATION	3
ITEM 1.	INTERIM FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4.	CONTROLS AND PROCEDURES	14
ITEM 5.	OTHER	14
PART II	OTHER INFORMATION	14
ITEM 1.	LEGAL PROCEEDINGS	14
ITEM 1A.	RISK FACTORS	14
ITEM 3.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	14
ITEM 6	EXHIBITS	15

SIGNATURES

Condensed Balance Sheets as of March 31, 2014 (Unaudited) and Sept 30, 2013			F-1
Condensed Statements of Operations for the three and six months ended March 31, 2014 and from Inception (July 29, 2013) to March 31, 2014			F-2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) from Inception (July 29, 2013) to March 31, 2015			F-3
Condensed Statements of Cash Flow for the six months ended March 31, 2014 and from Inception (July 29, 2013) to March 31, 2014			F-4
Notes to  Condensed Financial Statements			F-5

ASSETS
		3/31/14				9/30/13
CURRENT ASSETS:
Cash or cash equivalents		$	7,733			$	22,660
TOTAL CURRENT ASSETS			7,733				22,660
TOTAL ASSETS		$	7,733			$	22,660
LIABILIATIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	22,089			$	3,257
Accrued taxes			250				250
TOTAL CURRENT LIABILITIES			22,339				3,507
TOTAL LIABILITIES			22,339				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 March 31, 2014 and September 30, 2013			424				405
Additional paid-in capital			71,076				61,645
Retained deficit			(86,106	)			(22,897	)
TOTAL STOCKHOLDERS' EQUITY(DEFICIT)			(14,607	)			19,153
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)		$	7,733			$	22,660

 

 

		Three Months Ended March 31, 2014				Six Months Ended March 31, 2014				From Inception (July 29, 2013) through March 31, 2014
		(Unaudited)				(Unaudited)				(Unaudited)
Revenues:
Professional service revenues		$	20,250			$	27,000			$	29,000
Client expense reimbursement			2,949				2,949				2,949
Total Revenues			23,199				29,949				31,949
Cost of revenues			325				595				641
Cost of revenues from a related party			12,500				15,750				16,750
Gross Profit			10,374				13,604				14,558
Operating expenses:
Stock based compensation			-				8,400				13,150
General and administrative			13,309				41,663				51,514
General and administrative costs from a related party			2,500				26,750				35,750
Total operating expenses			15,809				76,813				100,414
Loss from operations			(5,435	)			(63,209	)			(85,856	)
Income (Loss) before taxes			(5,435	)			(63,209	)			(85,856	)
Income tax provision			-				-				250
Net (loss) applicable to common shareholders		$	(5,435	)		$	(63,209	)		$	(86,106	)
Net (loss) per share - basic and diluted		$	(0.00	)		$	(0.02	)
Weighted number of shares outstanding -
Basic and diluted			4,230,000				4,174,541

 

 

		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																											(63,209	)			(63,209	)
Balance March 31, 2014			-			$	-				4,230,000			$	424			$	71,076			$	-			$	(86,106	)		$	(14,606	)

 

 

 

		Six Months Ended March 31, 2014				Since Inception through March 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)		$	(63,209	)		$	(86,106	)
Adjustments to reconcile net (loss) to cash used in operating activities:
Stock based compensation			8,400				13,150
Change in operating assets and liabilities:
Accounts payable and accrued expenses			18,832				22,089
Income tax payable			-				250
Net cash used in operating activities		$	(35,977	)		$	(50,617	)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock			21,050				58,350
Net cash provided by financing activities		$	21,050			$	58,350
NET (DECREASE) INCREASE IN CASH			(14,927	)			7,733
CASH AND CASH EQUIVALENTS at beginning of period			22,660				-
CASH AND CASH EQUIVALENTS at end of period		$	7,733			$	7,733
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			$	13,150

 

 

 

 

	●	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.

 

 

 

		Three Months Ended March 31, 2014				Six Months Ended March 31, 2014				From Inception (July 29, 2013) through March 31, 2014
Current Tax Provision:
Federal-State-Local			-				-				250
Taxable Income			-				-				-
Total current tax provision			0				0				250
Deferred Tax Provision:
Federal							-				-
Loss carry-forwards			815				9,481				12,916
Change in valuation allowance			(815	)			(9,481	)			(12,916	)
Total deferred tax provision			0				0				(0	)
The Company had deferred income tax assets as of March 31, 2014 as follows:
Loss carry-forwards			12,916
Less - valuation allowance			(12,916	)
Total net deferred tax assets			(0	)

 

 

 

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: May 15, 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	May 15, 2014

 

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