Nukkleus Inc. - Quarter Report: 2015 March (Form 10-Q)

crms_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

þ	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the three months ended March 31, 2015.

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to .

Commission file number: 333- 192647

Compliance & Risk Management Solutions Inc.

(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 Street, New Egypt, NJ		08533
(Address of principal executive offices)		(Zip Code)

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
(Do not check if a smaller reporting company)

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.

Class		Outstanding March 15th, 2015
Common Stock, $0.001 par value per share		4,230,000 shares

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	3

ITEM 1.	INTERIM FINANCIAL STATEMENTS	3

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	9

ITEM 1.	LEGAL PROCEEDINGS	9

ITEM 1A.	RISK FACTORS	9

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	9

ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5	OTHER INFORMATION

ITEM 6	EXHIBITS	9

SIGNATURES		10

PART I. Financial Information

Item 1. Interim Financial Statements.

Condensed Balance Sheets as of March 31, 2015 (Unaudited) and September 30, 2014			F-1

Condensed Statements of Operations for the three and six months ended March 31, 2015 and 2014 (unaudited)			F-2

Statements of Cash Flows for six months ended March 31, 2015 and 2014 (unaudited)			F-3

Notes to Condensed Financial Statements (unaudited)			F-4

COMPLIANCE & RISK MANAGEMENT SOLUTIONS INC

CONDENSED BALANCE SHEETS

AS OF MARCH 31, 2015 (UNAUDITED) AND SEPTEMBER 30, 2014

ASSETS
	March 31, 2015			September 30, 2014
CURRENT ASSETS:
Cash or cash equivalents	$	-		$	12,904
TOTAL CURRENT ASSETS		-			12,904

TOTAL ASSETS	$	-		$	12,904

LIABILIATIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	-		$	14,311
Accrued taxes		250			250
TOTAL CURRENT LIABILITIES		250			14,561

TOTAL LIABILITIES		250			14,561

STOCKHOLDERS' (DEFICIT)
Preferred stock, $.0001 par value, 15,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $.0001 par value, 75,000,000 shares authorized, 4,230,000 shares issued and outstanding, as of March 31, 2015 and September 30, 2014		424			424
Additional paid-in capital		95,777			71,076
Retained deficit		(96,451	)		(73,157	)
TOTAL STOCKHOLDERS' (DEFICIT)		(250	)		(1,657	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	-		$	12,904

The accompanying notes to condensed financial statements are an integral part of these statements.

F-1

COMPLIANCE & RISK MANAGEMENT SOLUTIONS INC

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2015 AND 2014 (UNAUDITED)

	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014			Six Months Ended March 31, 2015			Six Months Ended March 31, 2014

Revenues:
Professional service revenues	$	6,000		$	20,250		$	30,500		$	27,000
Client expense reimbursement		543			2,949			1,969			2,949
Total Revenues		6,543			23,199			32,469			29,949

Cost of revenues		40			325			165			595
Cost of revenues from a related party		3,500			12,500			14,500			15,750
Gross Profit		3,003			10,374			17,804			13,604

Operating expenses:
Stock based compensation		-			-			-			8,400
General and administrative		13,979			13,309			27,271			41,663
General and administrative costs from a related party		9,827			2,500			13,827			26,750
Total operating expenses		23,806			15,809			41,098			76,813

(Loss) from operations		(20,803	)		(5,435	)		(23,294	)		(63,209	)

Net (loss) applicable to common shareholders	$	(20,803	)	$	(5,435	)	$	(23,294	)	$	(63,209	)

Net (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.03	)

Weighted number of shares outstanding -
Basic and diluted		4,230,000			4,230,000			4,230,000			4,174,541

The accompanying notes to condensed financial statements are an integral part of these statements.

F-2

COMPLIANCE & RISK MANAGEMENT SOLUTIONS INC

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED MARCH 31, 2015 AND 2014 (UNAUDITED)

	Six Months Ended March 31, 2015			Six Months Ended March 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)		(23,294	)		(63,209	)
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		(14,311	)		18,832
Net cash used in operating activities		(37,605	)		(35,977	)

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		-			21,050
Loan from shareholder		24,701			-
Net cash provided by financing activities		24,701			21,050

NET DECREASE IN CASH		(12,904	)		(14,927	)

CASH AND CASH EQUIVALENTS at beginning of period		12,904			22,660
CASH AND CASH EQUIVALENTS at end of period		-			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
Forgiveness of loan from shareholder		24,701			-

The accompanying notes to financial statements are an integral part of these statements.

F-3

COMPLIANCE & RISK MANAGEMENT SOLUTIONS INC

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

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.

Subsequent to the change in control on February 25th, 2015, the new Director John Nettlefold has decided to transition the company from business technology to advertising technology. The focus of the business moving forward is connecting advertisers and/or agencies to place advertisements to relevant content and website owners globally in a real-time, in-play environment with digital online advertising.

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 $96,451 and has a working capital deficit of $250 at March 31, 2015. 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 or raise additional capital through equity or debt financings. 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.

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

Prior to February 13, 2015

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.

F-4

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.

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:

	●	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.

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 March 31, 2015.

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.

F-5

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 March 31, 2015 the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

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 March 31, 2015. Actual results could differ from those estimates made by management.

Significant Customers

For the six months ended March 31, 2015, the Company had one customer that represented 94% of the Company's total revenues. For the six months ended March 31, 2014, the Company had three customers that represented 60%, 18% and 18% of total revenues.

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 March 31, 2015 the Company had 4,230,000 common shares outstanding

On February 13, 2015, Mountain Laurel Holdings, Inc. & Christopher Neuert sold all of their shares in the Company, 3,500,000 and 195,000 respectively to John Nettlefold.

4. Income Taxes

The provision for income taxes for the six months end March 31, 2015 was as follows (assuming a 15% effective tax rate):

	Six Months Ended December 31, 2014

Current Tax Provision:
Total current tax provision	$	-

Deferred Tax Provision:
Loss carry-forwards		(3,494	)
Change in valuation allowance		3,494
Total deferred tax provision	$	-

The Company provided a valuation allowance equal to the deferred income tax assets for period ended March 31, 2015 eecause 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 March 31, 2015 as follows:

Loss carry-forwards	$	14,468
Less - valuation allowance		(14,468	)
Total net deferred tax assets	$	-

F-6

As of March 31, 2015, the Company had approximately $96,451 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.

5. Related Party Loans and 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 previous majority shareholder MLH. The Agreement provided for a monthly consulting fee of $5,000. The Agreement was mutually and satisfactorily terminated by the parties as of February 24th, 2015, no amount was due to OCBSG. The Company has reflected this arrangement in the statement of operation as related party expenses. For the six months ended March 31, 2015 and 2014, the Company has paid out $28,327 and $42,500, respectively. For the six months ended March 31, 2015, $14,500 and $13,827 have been allocated to operating expenses and cost of revenue, respectively.

6. Other Matters

On February 25, 2015 the majority of the shareholders voted in John Nettlefold as Director & CEO, as per the 8K filed March 3, 2015.

F-7

Item 2. Management’s Discussion and Analysis or Plan of Operation.

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:

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.

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 have been a corporate governance, risk and compliance management (“GRC” or “Risk Mitigation”) business services and technology solutions (“GRC Solutions”) firm. Subsequent to the change in control on February 25th, 2015, the new Director John Nettlefold has decided to transition the company from business technology to advertising technology. The focus of the business moving forward is connecting advertisers and/or agencies to place advertisements to relevant content and website owners globally in a real-time, in-play environment with digital online advertising. Our plan is to utilize our proprietary effective technology with real time, In-play advertising including Drift-in Ads™ image or text layer ads with 0-75% transparency on screen; Access online game players within the game while its being played, online video watchers, or TV viewers; Ad management platform with up to the second statistics on in-play users, ad-planning, reporting; Pay Per Drift advertising metrics.

We believe that for publishers and content owners this can translate into New revenue stream for content publishers; Allow advertisers to target your players/viewers live in-play with Drift-in Ads™ Monetize otherwise 'dead' advertising space. Never leave revenue opportunities on the table again and attract relevant highly targeted advertising delivered in less than 500ms to their networks. We believe that our position specific and industry specialization enables us to better understand our clients’ culture, operations, business strategies and industries.

General Trends in the Industry

We believe Digital Online advertising has become somewhat stagnant, continuing to utilize redundant and technologically outdated models. We believe that we offer a proven and highly innovative technological approach for encompassing a wider audience with smarter metrics. Based upon these trends we believe there exists a significant opportunity to help both small and large organizations build and support effective and cost efficient Digital Online advertising framework.

Our Growth Strategy

Our goal is to be a leading provider of comprehensive, industry and position-focused, Digital Online advertising solutions through the following strategies:

Revolutionary and highly effective technology with real time, In-play advertising

■ Drift-in Ads™ image or text layer ads with 0-75% transparency on screen

■ Access online game players within the game while its being played, online video watchers, or TV

viewers

■ Ad management platform with up to the second statistics on in-play users, ad-planning, reporting

and more

■ Pay Per Drift advertising metric

For publishers and content owners

■ New revenue stream for content publishers

■ Allow advertisers to target your players/viewers live in-play with Drift-in Ads™

■ Monetize otherwise 'dead' advertising space. Never leave revenue opportunities on the table again

■ Relevant highly targeted advertising delivered in less than 500ms to their network

■ Multiple new ad sizes including: 75x200, 125x50, and 250x100

Our Focus

Our initial industry focus is on online advertisers, publishers, content owners and media buyers. We believe that the increasing attention being given to the need for online advertising along with our innovative & technologically sophisticated approach will lead to a significant opportunity to help both small and large organizations build and support effective and cost efficient Digital Online advertising frameworks.

Results of Operations

Summary of Key Results

For the unaudited three months ended March 31, 2015 versus 2014

Revenues and Cost of Revenues

Total revenue for the three months ended March 31, 2015 versus the the three months ended March 31, 2014 were $6,543 and $23,199, respectively. The decrease was due to the loss of clients and revisions to the Company’s business plans.

Cost of revenues for the three months ended March 31, 2015 versus the three months ended March 31, 2014 were, $3,540 and $12,825, respectively. Cost of revenue included merchant account charges of $40 and $325, respectively. The remaining amount, $3,500 and $12,500, respectively were related party independent contractor labor costs for the delivery of the professional services. The decrease in costs where due to loss of clients and revisions to business plans

Operating Expenses

Total operating expenses for the three months ended March 31, 2015 versus the three months ended March 31, 2014, where $23,806 versus $15,809, respectively. These amounts include $9,827 and $2,500, respectively, in related party independent contractor costs for accounting and financial reporting. The remaining amounts were primarily third party professional fees. The increase in costs where primarily due to additional professional fees.

Summary of Key Results

For the unaudited six months ended March 31, 2015 versus 2014

Revenues and Cost of Revenues

Total revenue for the six months ended March 31, 2015 versus the the six months ended March 31, 2014 were $32,469 and $29,949, respectively.

Cost of revenues for the six months ended March 31, 2015 versus the six months ended March 31, 2014 were, $14,665 and $16,345, respectively. Cost of revenue included merchant account charges of $165 and $595, respectively. The remaining amount, $14,500 and $15,750, respectively were related party independent contractor labor costs for the delivery of the professional services.

Operating Expenses

Total operating expenses for the six months ended March 31, 2015 versus the six months ended March 31, 2014, where $41,098 versus $76,813, respectively. These amounts include $13,827 and $26,750, respectively, in related party independent contractor costs for accounting and financial reporting. The remaining amounts were primarily third party professional fees. The decrease in costs relate primarily to the revisions to the Company’s business plans.

Liquidity and Capital Resources

At March 31, 2015, we had cash of $0 and a working capital deficit of $250. Since inception, we have raised $58,350 in equity capital.

We had a total accumulated deficit of $96,451 as of March 31, 2015.

We had $37,605 and $35,977 in net cash used in operating activities for the six month period ending March 31, 2015 and 2014, respectively. These include $23,294 and $63,209 in net losses, respectively. Cash flows used in operating activities included changes in operating assets and liabilities totaling $(14,311) and $18,832 for the six months ending March 31, 2015 and 2014, respectively.

We had $24,701, and $21,050 of net cash provided by financing activities for the six months ended March 31, 2015 and 2014, respectively.

As of March 31, 2015, 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.

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

	•	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.

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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K

Item 4. Controls and Procedures

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.

Item 5. Other

None

Part II- Other Information

Item 1. Legal Proceedings

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.

Item 1A. Risk Factors

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K

Item 3. Recent Sale of Unregistered Securities

None.

Item 6. Exhibits

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

SIGNATURES

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.

	COMPLIANCE & RISK MANAGEMENT SOLUTIONS INC

Dated: May 20, 2015	By:	/s/ John Nettlefold
		John Nettlefold
		Chief Executive Officer, Chief Accounting Officer & Chairman

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.

Signature	Title	Date

/s/ John Nettlefold	Chief Executive Officer, Chief Accounting Officer & Chairman	May 20, 2015