10-Q

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 June 30, 2015.

OR

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

Nukkleus 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.)

3324 West University Avenue, Suite 120, Gainesville, Fla 32607	08533
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: 800 604-1724

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. Yes þ  No o

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 September 11, 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		11
	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		13
	ITEM 4.	CONTROLS AND PROCEDURES		13
	ITEM 5.	OTHER		13
PART II	OTHER INFORMATION			9
	ITEM 1.	LEGAL PROCEEDINGS		14
	ITEM 1A.	RISK FACTORS		14
	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
	ITEM 3	DEFAULTS UPON SENIOR SECURITIES		14
	ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5	OTHER INFORMATION
	ITEM 6	EXHIBITS		14
SIGNATURES			10	15

2

PART I. Financial Information

Item 1. Interim Financial Statements.

Condensed Balance Sheets as of June 30, 2015 (Unaudited) and September 30, 2014	4
Condensed Statements of Operations for the three and nine months ended June 30, 2015 and 2014 (unaudited)	5
Statements of Cash Flows for nine months ended June 30, 2015 and 2014 (unaudited)	6
Notes to Condensed Financial Statements (unaudited)	7


 

3

NUKKLEUS INC.

CONDENSED BALANCE SHEETS

AS OF JUNE 30, 2015 (UNAUDITED) AND SEPTEMBER 30, 2014

ASSETS
	6/30/15			9/30/14
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	$	8,297		$	14,311
Accrued taxes		250			250
TOTAL CURRENT LIABILITIES		8,547			14,561
TOTAL LIABILITIES		8,547			14,561
STOCKHOLDERS'  EQUITY (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 June 30, 2015  and September 30, 2014		424			424
Additional paid-in capital		95,777			71,076
Retained deficit		(104,748	)		(73,157	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(8,547	)		(1,657	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	-		$	12,904

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

4

NUKKLEUS INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2015 AND 2014 (UNAUDITED)

	Three Months Ended June 30, 2015			Three Months Ended June 30, 2014		Nine Months Ended June 30, 2015			Nine Months Ended June 30, 2014
Revenues:
Professional service revenues	$	-		$	29,250	$	30,500		$	56,250
Client expense reimbursement		-			12,819		1,969			15,767
Total Revenues		-			42,069		32,469			72,017
Cost of revenues		-			262		165			857
Cost of revenues from a related party		-			12,500		14,500			28,250
Gross Profit		-			29,307		17,804			42,910
Operating expenses:
Marketing and sales					2,835		-			2,835
Stock based compensation		-			-		-			8,400
General and administrative		8,297			15,431		35,568			57,093
General and administrative costs from a related party		-			2,500		13,827			29,250
Total operating expenses		8,297			20,766		49,395			97,578
Income (loss) from operations		(8,297	)		8,541		(31,591	)		(54,669	)
Net income (loss) applicable to common shareholders	$	(8,297	)	$	8,541	$	(31,591	)	$	(54,669	)
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			4,193,096

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

5

NUKKLEUS INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED JUNE 30, 2015 AND 2014 (UNAUDITED)

	Nine Months Ended June 30, 2015			Nine Months Ended June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)		(31,591	)		(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		(6,014	)		14,461
Net cash used in operating activities		(37,605	)		(31,808	)
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	)		(10,758	)
CASH AND CASH EQUIVALENTS at beginning of period		12,904			22,660
CASH AND CASH EQUIVALENTS at end of period		0			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
Forgiveness of loan from shareholder		24,701			-

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

6

NUKKLEUS INC.

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

Note 1.  The Company History and Nature of the Business 

Nukkleus 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 decided to transition the company from business technology to advertising technology. However, management has decided that many of the underlying factors of Mr. Nettlefold’s business would not be feasible as presented. As such the Company is now reviewing several possibilities within the technology arena.

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 $104,748 and has a working capital deficit of $8,547 at June 30, 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.

Revenue Recognition

Prior to February 13, 2015, the Company derives its revenue from 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.

7

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 June 30, 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.

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 June 30, 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.

8

Stock-Based Compensation

Stock compensation arrangements with non-employee service providers are accounted for in accordance ASC 505-50 Equity - Base d Payment s t o 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 June 30, 2015. Actual results could differ from those estimates made by management.

Significant Customers

For the nine months ended June 30, 2015, the Company had one customer that represented 94% of the Company's total revenues. For the nine months ended June 30, 2014, the Company had one customer that represented 80% 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 June 30, 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 nine months end June 30, 2015 was as follows (assuming a 15% effective tax rate):

	Nine Months Ended June 30, 2015
Current Tax Provision:		-
Total current tax provision	$	-
Deferred Tax Provision:
Loss carry-forwards		-
Change in valuation allowance
Total deferred tax provision	$	-

The Company provided a valuation allowance equal to the deferred income tax assets for period ended June 30, 2015 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 June 30, 2015 as follows:

Loss carry-forwards	$	15,712
Less - valuation allowance		(15,712	)
Total net deferred tax assets	$	-

As of June 30, 2015, the Company had approximately $104,748 in tax loss carry-forwards that can be utilized in future periods to reduce taxable income, and expire by the year 2035.

9

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 and 2014) 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 24 th , 2015, no amount was due to OCBSG. The Company has reflected this arrangement in the statement of operation as related party expenses.  For the nine months ended June 30, 2015, $2,500 and $12,500 have been allocated to operating expenses and cost of revenue, respectively. For the nine months ended June 30, 2014, $13,827 and $14,500 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.

7.  Subsequent Events

It became apparent to management that Mr. Nettlefold’s business plans could not be effectuated as envisioned. As such, the previous Merger Agreement between Nukkleus Inc. and the Company of May 23rd, 2015 was Rescinded on July 26th, 2015. Mr. Nettlefold tendered his Resignation on August 17th, 2015. On August 24th, the majority of the Shareholders elected Mr. Peter Maddocks as Director of the Company.

10

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 risk and compliance management and technology solutions firm.   Subsequent to the change in control on August 24th, 2015, the new Director Mr. Maddocks has concluded that Mr. Nettlefold’s business plans would could not be effectively operable, and as such is currently in the process of reviewing several business options to pursue.

Results of Operations

Summary of Key Results

For the unaudited three months ended June 30, 2015 versus 2014

Revenues and Cost of Revenues

Total revenue for the three months ended June 30, 2015 versus the three months ended June 30, 2014 were $0 and $42,069, 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 June 30, 2015 versus the three months ended June 30, 2014 were, $0 and $12,762, respectively.   Cost of revenue included merchant account charges of $0 and $262, respectively.  The remaining amount, $0 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 June 30, 2015 versus the three months ended June 30, 2014, where $8,297 versus $97,578, respectively.    These amounts include $0 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.

11

Summary of Key Results

For the unaudited nine months ended June 30, 2015 versus 2014

Revenues and Cost of Revenues

Total revenue for the nine months ended June 30, 2015 versus the the nine months ended June 30, 2014 were $32,469 and $72,017, respectively. The decrease was due to the loss of clients and revisions to the company’s business plans.

Cost of revenues for the nine months ended June 30, 2015 versus the nine months ended June 30, 2014 were, $14,665 and $29,107, respectively.     Cost of revenue included merchant account charges of $165 and $857, respectively.  The remaining amount, $14,500 and $28,250, respectively were related party independent contractor labor costs for the delivery of the professional services. The decrease was due to the loss of clients and revisions to the company’s business plans.

Operating Expenses

Total operating expenses for the nine months ended June 30, 2015 versus the nine months ended June 30, 2014, where $49,395 versus $97,578, respectively.    These amounts include $13,827 and $29,250, 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 June 30, 2015, we had cash of $0 and a working capital deficit of $8,547.   Since inception, we have raised $58,350 in equity capital.

We had a total accumulated deficit of $104,748 as of June 30, 2015.

We had $37,605 and $31,808 in net cash used in operating activities for the nine month period ending June 30, 2015 and  2014, respectively.     These include $31,591 and $54,669 in net losses, respectively.   Cash flows used in operating activities included changes in operating assets and liabilities totaling $(6,014) and $14,461 for the nine months ending June 30, 2015 and 2014, respectively.

We had $24,701, and $21,050 of net cash provided by financing activities for the nine months ended June 30, 2015 and 2014, respectively.

As of June 30, 2015, we did not have any fixed operating expenses. However, over the next twelve months we expect to hire employees to perform 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.

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, though no such shares have been issued during this Quarter.

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.

12

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

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.

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

13

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.

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
3.1*	Resignation of John Nettlefold
3.2*	Shareholders Resolution for New Director
3.3*	Rescission of Merger Agreement
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

14

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.

	NUKKLEUS INC.
Dated: September 11, 2015	By:	/s/ Peter Maddocks
		Mr. Peter Maddocks
		Chief Executive Officer, Chief Accounting Officer & Director

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/ Peter Maddocks	Chief Executive Officer, Chief Accounting Officer & Director	September 11, 2015

15

EX-3.1

Exhibit 3.1

EX-3.2

Exhibit 3.2

EX-3.3

Exhibit 3.3

EX-31.1

Exhibit 31.1

Rule 13a-14(a) Certification of the Chief Executive Officer

I, Peter Maddocks, certify that:

1. I have reviewed this report on Form 10-Q of Nukkleus Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 11, 2015	By:	/s/ Peter Maddocks
		Mr. Peter Maddocks, Director
		Chief Executive Officer & Chief Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, the Chief Executive Officer of Nukkleus Inc. (the “Company”), certifies that, to his knowledge:

1. The report of the Company for the three month period ended June 30, 2015 as filed with the Securities and Exchange Commission on this date (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: September 11, 2015	By:	/s/ Peter Maddocks
		Mr. Peter Maddocks, Director
		Chief Executive Officer & Chief Accounting Officer

XML

4. Income Taxes

9 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

4. Income Taxes

The provision for income taxes for the nine months end June 30, 2015 was as follows (assuming a 15% effective tax rate):

	Nine Months Ended June 30, 2015
Current Tax Provision:		-
Total current tax provision	$	-
Deferred Tax Provision:
Loss carry-forwards		-
Change in valuation allowance
Total deferred tax provision	$	-

The Company provided a valuation allowance equal to the deferred income tax assets for period ended June 30, 2015 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 June 30, 2015 as follows:

Loss carry-forwards	$	15,712
Less - valuation allowance		(15,712	)
Total net deferred tax assets	$	-

 As of June 30, 2015, the Company had approximately $104,748 in tax loss carry-forwards that can be utilized in future periods to reduce taxable income, and expire by the year 2035.

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 and 2014) are open to examination by the taxing authorities.

XML

3. Common Stock

9 Months Ended

Jun. 30, 2015

Equity [Abstract]

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 June 30, 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.

XML

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2015	Sep. 30, 2014
CURRENT ASSETS:
Cash or cash equivalents	$ 0	$ 12,904
TOTAL CURRENT ASSETS	0	12,904
TOTAL ASSETS	0	12,904
CURRENT LIABILITIES:
Accounts payable and accrued expenses	8,297	14,311
Accrued taxes	250	250
TOTAL CURRENT LIABILITIES	8,547	14,561
TOTAL LIABILITIES	8,547	14,561
STOCKHOLDERS' (DEFICIT):
Preferred stock, $.0001 par value, 15,000,000 shares authorized, none issued and outstanding	0	0
Common stock, $.0001 par value, 75,000,000 shares authorized, 4,230,000 shares issued and outstanding, as of June 30, 2015 and September 30, 2014	424	424
Additional paid-in capital	95,777	71,076
Retained deficit	(104,748)	(73,157)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(8,547)	(1,657)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 0	$ 12,904

XML

1. The Company History and Nature of the Business

9 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1. The Company History and Nature of the Business

Nukkleus 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 decided to transition the company from business technology to advertising technology. However, management has decided that many of the underlying factors of Mr. Nettlefold’s business would not be feasible as presented. As such the Company is now reviewing several possibilities within the technology arena.

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 $104,748 and has a working capital deficit of $8,547 at June 30, 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.

XML

2. Summary of Significant Accounting Policies

9 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

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.

Revenue Recognition

Prior to February 13, 2015, the Company derives its revenue from 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.

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 June 30, 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.

 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 June 30, 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 - Base d   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 June 30, 2015. Actual results could differ from those estimates made by management.

Significant Customers

For the nine months ended June 30, 2015, the Company had one customer that represented 94% of the Company's total revenues. For the nine months ended June 30, 2014, the Company had one customer that represented 80% of total revenues.

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2015	Sep. 30, 2014
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	15,000,000	15,000,000
Preferred stock shares issued	0	0
Preferred stock shares oustanding	0	0
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	75,000,000	75,000,000
Common stock shares issued	4,230,000	4,230,000
Common stock shares oustanding	4,230,000	4,230,000

XML

4. Income Taxes (Details Narrative) - Jun. 30, 2015 - USD ($)	Total
Income Taxes Details Narrative
Income tax loss carryforward	$ 104,748
Expiration Date	Dec. 31, 2035

XML

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2015	Sep. 11, 2015
Document And Entity Information
Entity Registrant Name	Nukkleus Inc.
Entity Central Index Key	0001592782
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		4,230,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

XML

5. Related Party Loans and Transactions (Details) - USD ($)	9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Operating expenses
Expenses for services provided by a related party	$ 2,500	$ 13,827
Cost of revenue
Expenses for services provided by a related party	$ 12,500	$ 14,500

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues:
Professional service revenues	$ 0	$ 29,250	$ 30,500	$ 56,250
Client expense reimbursement	0	12,819	1,969	15,767
Total Revenues	0	42,069	32,469	72,017
Cost of revenues	0	262	165	857
Cost of revenues from a related party	0	12,500	14,500	28,250
Gross Profit	0	29,307	17,804	42,910
Operating expenses:
Marketing and sales	0	2,835	0	2,835
Stock based compensation	0	0	0	8,400
General and administrative	8,297	15,431	35,568	57,093
General and administrative costs from a related party	0	2,500	13,827	29,250
Total operating expenses	8,297	20,766	49,395	97,578
Income (loss) from operations	(8,297)	8,541	(31,591)	(54,669)
Net income (loss) applicable to common shareholders	$ (8,297)	$ 8,541	$ (31,591)	$ (54,669)
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	4,193,096

XML

7. Subsequent Events

9 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

7. Subsequent Events

It became apparent to management that Mr. Nettlefold’s business plans could not be effectuated as envisioned. As such, the previous Merger Agreement between Nukkleus Inc. and the Company of May 23rd, 2015 was Rescinded on July 26th, 2015. Mr. Nettlefold tendered his Resignation on August 17th, 2015. On August 24th, the majority of the Shareholders elected Mr. Peter Maddocks as Director of the Company.

XML

6. Other Matters

9 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

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.

XML

4. Income Taxes (Details)	9 Months Ended
	Jun. 30, 2015 USD ($)
Income Taxes Details
Total current tax provision	$ 0
Deferred Tax Provision:
Loss carry-forwards	0
Change in valuation allowance	0
Total deferred tax provision	$ 0

XML

2. Summary of Significant Accounting Policies (Policies)

9 Months Ended

Jun. 30, 2015

Summary Of Significant Accounting Policies 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.

Revenue Recognition

Prior to February 13, 2015, the Company derives its revenue from 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.

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 June 30, 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.

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 June 30, 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 - Base d   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 June 30, 2015. Actual results could differ from those estimates made by management.

Significant customers

For the nine months ended June 30, 2015, the Company had one customer that represented 94% of the Company's total revenues. For the nine months ended June 30, 2014, the Company had one customer that represented 80% of total revenues.

XML

4. Income Taxes (Tables)

9 Months Ended

Jun. 30, 2015

Income Taxes Tables

Schedule of provision for income taxes

	Nine Months Ended June 30, 2015
Current Tax Provision:		-
Total current tax provision	$	-
Deferred Tax Provision:
Loss carry-forwards		-
Change in valuation allowance
Total deferred tax provision	$	-

Schedule of deferred income tax asset

Loss carry-forwards	$	15,712
Less - valuation allowance		(15,712	)
Total net deferred tax assets	$	-

XML

6. Income Taxes (Details 1)	Jun. 30, 2015 USD ($)
Income Taxes Details 1
Loss carry-forwards	$ 0
Less - valuation allowance	0
Total net deferred tax assets	$ 0

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (31,591)	$ (54,669)
Adjustments to reconcile net (loss) to cash used in operating activities:
Stock based compensation	0	8,400
Change in operating assets and liabilities:
Accounts payable and accrued expenses	(6,014)	14,461
Net cash used in operating activities	(37,605)	(31,808)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	0	21,050
Loan from shareholder	24,701	0
Net cash provided by financing activities	24,701	21,050
NET DECREASE IN CASH	(12,904)	(10,758)
CASH AND CASH EQUIVALENTS at beginning of period	12,904	22,660
CASH AND CASH EQUIVALENTS at end of period	0	11,902
Cash paid for:
Interest	0	0
Income Taxes	0	0
Supplemental schedule of non-cash investing and financing activities
Stock based compensation	0	8,400
Forgiveness of loan from shareholder	$ 24,701	$ 0

XML

5. Related Party Loans and Transactions

9 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

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 24 th , 2015, no amount was due to OCBSG. The Company has reflected this arrangement in the statement of operation as related party expenses.  For the nine months ended June 30, 2015, $2,500 and $12,500 have been allocated to operating expenses and cost of revenue, respectively. For the nine months ended June 30, 2014, $13,827 and $14,500 have been allocated to operating expenses and cost of revenue, respectively.

XML

Label	Element	Value
Stock based compensation	us-gaap_ShareBasedCompensation	$ 0
Stock based compensation	us-gaap_ShareBasedCompensation	$ 0