Quarterly report [Sections 13 or 15(d)]



STYLE="font: 10pt Times New Roman, Times, Serif">














UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
DC 20549










FORM
10-Q











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










For
the quarterly period ended December 31, 2020









OR










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










For
the transition period from __________ to __________










Commission
file number: 000-55922










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.)









525
Washington Boulevard, Jersey City, New Jersey 07310






(Address
of principal executive offices, including zip code)










212-791-4663






(Issuer’s
telephone number)









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 $0.0001









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 days. Yes ☒ No ☐








Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐








Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



























Large accelerated filer







Accelerated filer







Non-accelerated filer







Smaller reporting company













Emerging growth company










If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.









Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No









Securities
registered pursuant to Section 12(b) of the Act: Not applicable.
























Title
of each class










Trading
symbol










Name
of each exchange on which registered




Not
applicable.


















State
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.




















Class








Outstanding
February 12, 2021




Common
Stock, $0.0001 par value per share






230,485,100
shares





























NUKKLEUS
INC.






FORM
10-Q






December
31, 2020










TABLE
OF CONTENTS





























































































































































Page No.






PART I - FINANCIAL INFORMATION
















Item 1.





Interim Financial Statements




1






Condensed Consolidated Balance Sheets as of December 31, 2020 (Unaudited) and September 30, 2020





1







Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2020 and 2019





2







Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended December 31, 2020 and 2019





3







Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2020 and 2019





4







Notes to Unaudited Condensed Consolidated Financial Statements





5




Item 2.





Management’s Discussion and Analysis of Financial Condition and Results of Operations





12




Item 3.





Quantitative and Qualitative Disclosures About Market Risk





15




Item 4.





Controls and Procedures





15




Item 5.





Other





16







PART II - OTHER INFORMATION

















Item 1.





Legal Proceedings





17




Item 1A.





Risk Factors





17




Item 2.





Unregistered Sales of Equity Securities and Use of Proceeds





17




Item 3.





Defaults Upon Senior Securities





17




Item 4.





Mine Safety Disclosures





17




Item 5.





Other Information





17




Item 6.





Exhibits





18




Signatures








20










i



















FORWARD
LOOKING STATEMENTS









This report
contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such
as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates” and similar expressions or variations of such words are intended to identify forward-looking statements,
but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally,
statements concerning future matters are forward-looking statements.








Although forward-looking
statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors
currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results
and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements.
Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically
addressed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in our annual report on Form 10-K, in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the
SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.








We file
reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we
file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional
information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.








We undertake
no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise
after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures
made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors
that may affect our business, financial condition, results of operations and prospects.








Unless
otherwise indicated, references in this report to the “Company”, “Nukkleus”, “we”, “us”,
or “our” refer to Nukkleus Inc. and its consolidated subsidiaries.














ii

















PART
I - FINANCIAL INFORMATION












Item
1. Interim Financial Statements.













NUKKLEUS
INC. AND SUBSIDIARIES




CONDENSED
CONSOLIDATED BALANCE SHEETS














































































































































































































































































































































































































As of












December 31,


2020









September 30,


2020












(Unaudited)














ASSETS














CURRENT ASSETS:









Cash


$

90,342



$

82,849


Due from affiliates



3,417,873




3,709,772


Prepaid expense and other current assets



4,873




7,010











TOTAL CURRENT ASSETS



3,513,088




3,799,631











TOTAL ASSETS


$

3,513,088



$

3,799,631











LIABILITIES AND STOCKHOLDERS’ DEFICIT


















CURRENT LIABILITIES:









Due to affiliates


$

4,461,247



$

4,732,977


Accrued liabilities



250,616




212,406


Series A redeemable preferred stock liability at $10 stated value; 200,000 shares authorized; 25,000 and 25,000 shares issued and outstanding ($250,000 and $250,000 less discount of $973 and $1,545, respectively) at December 31, 2020 and September 30, 2020, respectively



249,027




248,455











TOTAL CURRENT LIABILITIES



4,960,890




5,193,838











TOTAL LIABILITIES



4,960,890




5,193,838











CONTINGENCY - (Note 8)


















STOCKHOLDERS’ DEFICIT:









Preferred stock ($0.0001 par value; 14,800,000 shares authorized; 0 share issued and outstanding at December 31, 2020 and September 30, 2020)



-




-


Common stock ($0.0001 par value; 900,000,000 shares authorized; 230,485,100 shares issued and outstanding at December 31, 2020 and September 30, 2020)



23,049




23,049


Additional paid-in capital



141,057




141,057


Accumulated deficit



(1,611,908

)



(1,558,313

)










TOTAL STOCKHOLDERS’ DEFICIT



(1,447,802

)



(1,394,207

)










TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT


$

3,513,088



$

3,799,631








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










1


















NUKKLEUS
INC. AND SUBSIDIARIES




UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
































































































































































































































































































































































































































For the


Three Months


Ended









For the


Three Months


Ended












December 31,









December 31,












2020









2019





REVENUE









Revenue - related party


$

4,800,000



$

4,800,000











COST OF REVENUE









Cost of revenue - related party



4,725,000




4,725,000











GROSS PROFIT



75,000




75,000











OPERATING EXPENSES:









Professional fees



86,772




41,000


Other general and administrative



40,313




95,679











Total operating expenses



127,085




136,679











LOSS FROM OPERATIONS



(52,085

)



(61,679

)










OTHER INCOME (EXPENSE):









Interest expense on redeemable preferred stock



(938

)



(938

)

Amortization of debt discount



(572

)



(572

)

Gain on digital currency



-




17,888











Total other (expense) income, net



(1,510

)



16,378











LOSS BEFORE INCOME TAXES



(53,595

)



(45,301

)










INCOME TAXES



-




-











NET LOSS


$

(53,595

)


$

(45,301

)










NET LOSS PER COMMON SHARE:









Basic and diluted


$

(0.00

)


$

(0.00

)










WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:









Basic and diluted



230,485,100




230,485,100








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












2
















NUKKLEUS
INC. AND SUBSIDIARIES




UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT




For
the Three Months Ended December 31, 2020 and 2019




















































































































































































































Preferred Stock









Common Stock









Additional


















Total












Number of


Shares









Amount









Number of


Shares









Amount









Paid-in


Capital









Accumulated


Deficit









Stockholders’


Deficit






Balance as of October 1, 2020




-



$

-




230,485,100



$

23,049



$

141,057



$

(1,558,313

)


$

(1,394,207

)































Net loss for the three months ended December 31, 2020




-




-




-




-




-




(53,595

)



(53,595

)































Balance as of December 31, 2020




-



$

-




230,485,100



$

23,049



$

141,057



$

(1,611,908

)


$

(1,447,802

)



















































































































































































































Preferred Stock









Common Stock









Additional


















Total












Number of


Shares









Amount









Number of


Shares









Amount









Paid-in


Capital









Accumulated


Deficit









Stockholders’


Deficit






Balance as of October 1, 2019




-



$

-




230,485,100



$

23,049



$

141,057



$

(1,457,751

)


$

(1,293,645

)































Net loss for the three months ended December 31, 2019




-




-




-




-




-




(45,301

)



(45,301

)































Balance as of December 31, 2019




-



$

-




230,485,100



$

23,049



$

141,057



$

(1,503,052

)


$

(1,338,946

)







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












3
















NUKKLEUS
INC. AND SUBSIDIARIES




UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS









































































































































































































































































































































































For the


Three Months


Ended









For the


Three Months


Ended












December 31,









December 31,












2020









2019





CASH FLOWS FROM OPERATING ACTIVITIES:









Net loss


$

(53,595

)


$

(45,301

)

Adjustments to reconcile net loss to net cash
provided by operating activities:









Amortization of debt discount



572




572


Gain on digital currency



-




(17,888

)

Bad debt expense



12




-


Changes in operating assets and liabilities:









Prepaid expense and other current assets



2,125




(5,942

)

Due from affiliates



291,899




-


Due to affiliates



(271,730

)



68,318


Accrued liabilities



38,210




24,150


Accrued liabilities - related party



-




(10,000

)










Net cash provided by operating activities



7,493




13,909











NET INCREASE IN CASH



7,493




13,909











Cash - beginning of period



82,849




23,514











Cash - end of period


$

90,342



$

37,423











SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:









Cash paid for:









Interest


$

-



$

-


Income taxes


$

-



$

-











NON-CASH INVESTING AND FINANCING ACTIVITIES:









Investment - digital currency received from affiliates


$

-



$

17,197


Investment - digital currency transferred to affiliates


$

-



$

203,549








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














4













NUKKLEUS INC. AND SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






NOTE 1 –

THE COMPANY HISTORY
AND NATURE OF THE BUSINESS






Nukkleus Inc. (f/k/a Compliance & Risk
Management Solutions Inc.) (“Nukkleus” or the “Company”) was formed on July 29, 2013 in the State of Delaware
as a for-profit Company and established a fiscal year end of September 30.





The Company is a financial technology company
which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading
industry. The Company primarily provides its software, technology, customer sales and marketing and risk management technology
hardware and software solutions package to Triton Capital Markets Ltd. (“TCM”), formerly known as FXDD Malta Limited
(“FXDD Malta”). The FXDD brand (e.g., see FXDD.com) is the brand utilized in the retail forex trading industry by TCM.





Nukkleus Limited, a wholly-owned subsidiary
of the Company, provides its software, technology, customer sales and marketing and risk management technology hardware and software
solutions package under a General Services Agreement (“GSA”) to TCM. TCM is a private limited liability company formed
under the laws of Malta. The GSA provides that TCM will pay Nukkleus Limited at minimum $1,600,000 per month. Emil Assentato is
also the majority member of Max Q Investments LLC (“Max Q”), which is managed by Derivative Marketing Associates Inc.
(“DMA”). Mr. Assentato, who is our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”)
and chairman, is the sole owner and manager of DMA. Max Q owns 79% of Currency Mountain Malta LLC, which in turn is the sole shareholder
of TCM.





In addition, in order to appropriately
service TCM, Nukkleus Limited entered into a GSA with FXDirectDealer LLC (“FXDIRECT”), which provides that Nukkleus
Limited will pay FXDIRECT a minimum of $1,575,000 per month in consideration of providing personnel engaged in operational and
technical support, marketing, sales support, accounting, risk monitoring, documentation processing and customer care and support.
FXDIRECT may terminate this agreement upon providing 90 days’ written notice. Currency Mountain Holdings LLC is the sole
shareholder of FXDIRECT. Max Q is the majority shareholder of Currency Mountain Holdings LLC.





In July 2018, the Company incorporated
Nukkleus Malta Holding Ltd., which is a wholly-owned subsidiary. In July 2018, Nukkleus Malta Holding Ltd. incorporated Markets
Direct Technology Group Ltd (“MDTG”), formerly known as Nukkleus Exchange Malta Ltd. MDTG was exploring potentially
obtaining a license to operate an electronic exchange whereby it would facilitate the buying and selling of various digital assets
as well as traditional currency pairs used in FX Trading. During the fourth quarter of fiscal 2020, management made the decision
to exit the exchange business and to no longer pursue the regulatory licensing necessary to operate an exchange in Malta.





On August 27, 2020, the Company renamed
Nukkleus Exchange Malta Ltd. to Markets Direct Technology Group Ltd (“MDTG”). MDTG will manage the technology and IP
behind the Markets Direct brand (which is operated by TCM). MDTG will hold all the IP addresses and all the software licenses in
its name, and it will hold all the IP rights to the brands like Markets Direct and TCM. MDTG will then lease out the rights to
use these names/brands licenses to the appropriate entities. Management estimates that MDTG will become operational during the
rest of fiscal 2021.





The unaudited condensed consolidated 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. The
Company incurred a net loss for the three months ended December 31, 2020 of $53,595, and had an accumulated deficit and a working
capital deficit of $1,611,908 and $1,447,802, respectively, at December 31, 2020. The Company’s ability to continue
as a going concern is dependent upon the management of expenses and ability to obtain necessary financing to meet its obligations
and pay its liabilities arising from normal business operations when they come due, and upon profitable operations.





We cannot be certain that such necessary
capital through equity or debt financings 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. In the event that there are any unforeseen delays or obstacles in obtaining
funds through the aforementioned sources, Currency Mountain Holdings Bermuda, Limited (“CMH”), which is wholly-owned
by an entity that is majority-owned by Mr. Assentato, has committed to inject capital into the Company in order to maintain the
ongoing operations of the business.





The ramifications of the outbreak of the
novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing
quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption.










5











NUKKLEUS INC. AND SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






NOTE 1 –

THE COMPANY HISTORY
AND NATURE OF THE BUSINESS (continued)






The Company is operating in a rapidly changing
environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will
depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration
and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response
to the pandemic; and the development of widespread testing or a vaccine.






NOTE 2 –

BASIS OF PRESENTATION






These interim condensed consolidated financial
statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal
recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements
have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are
not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission
and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with
accounting principles generally accepted in the United States of America (U.S. GAAP).





The Company’s unaudited condensed
consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. These accounts were prepared
under the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation.





Certain information and footnote disclosures
normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or
omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited
consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended
September 30, 2020 filed with the Securities and Exchange Commission on December 28, 2020. The consolidated balance sheet as of
September 30, 2020 contained herein has been derived from the audited consolidated financial statements as of September 30, 2020,
but does not include all disclosures required by U.S. GAAP.






NOTE 3 –

SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES







Use of estimates





The preparation of the unaudited condensed
consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these
estimates. Significant estimates during the three months ended December 31, 2020 and 2019 include valuation of deferred tax assets
and the associated valuation allowances.






Fair value of financial instruments and fair value measurements





The investment in digital currency as of
September 30, 2020 is recorded with prepaid expense and other current assets on the condensed consolidated balance sheet. The carrying
values of cash, prepaid expense, due from affiliates, due to affiliates, and accrued liabilities in the Company’s condensed
consolidated balance sheets approximated their fair values as of December 31, 2020 and September 30, 2020 due to their short-term
nature.






Concentration of credit risk





The Company maintains its cash in bank
and financial institution deposits that at times may exceed federally insured limits. At December 31, 2020 and September 30, 2020,
the Company’s cash balances accounts were not in excess of the federally-insured limits.





For all periods presented, the Company
earned 100% of its revenue from TCM and incurred 100% of its cost of revenue from FXDIRECT. Both TCM and FXDIRECT are related
parties.










6











NUKKLEUS INC. AND SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






NOTE 3 –

SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)







Revenue recognition





The Company accounts for revenue under
the provisions of ASC Topic 606. The nature of the Company’s contract with its customer relates to the Company’s services
performed for a related party under a GSA.





The transaction price is determined in
accordance with the terms of the GSA and payments are due on a monthly basis. There are multiple services provided under the GSA
and these performance obligations are combined into a single unit of accounting. Fees are recognized as revenue over time as the
services are rendered under the terms of the GSA.





Revenue is recorded at gross as the Company
is deemed to be a principal in the transactions.






Per share data





ASC Topic 260, Earnings per Share,
requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution.
Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised
or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.





Basic net earnings per share are computed
by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding
during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the
weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during
each period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted
into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the
Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially
dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact.
For the three months ended December 31, 2020 and 2019, potentially dilutive common shares consist of common stock issuable upon
the conversion of Series A preferred stock (using the if-converted method).





For the three months ended December
31, 2020 and 2019, a total of 1,250,000 shares of common stock from the assumed redemption of the Series A convertible redeemable
preferred stock at the contractual floor of $0.20 per share have been excluded from the computation of diluted weighted average
number of shares of common stock outstanding as they would have had an anti-dilutive impact.






Reclassification





Certain prior period amounts have been
reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial
position, results of operations and cash flows.






Recently issued accounting pronouncements





In June 2016, the FASB issued ASU
2016-13,

Financial Instruments - Credit Losses (“Topic 326”).

The ASU introduces a new accounting
model, the Current Expected Credit Losses model (“CECL”), which requires


earlier recognition of credit
losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement
objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective
for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods.
The Company expects that the adoption will not have a material impact on its unaudited condensed consolidated financial statements.





In August 2018, the FASB issued ASU 2018-13,

Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements

(“ASU 2018-13”), which aims to improve the overall usefulness of disclosures to financial statement users and reduce
unnecessary costs to companies when preparing fair value measurement disclosures. ASU 2018-13 is effective for annual and interim
periods in the fiscal years beginning after December 15, 2019. Early adoption is permitted. Retrospective adoption is required,
except for certain disclosures, which will be required to be applied prospectively for only the most recent interim or annual period
presented in the initial fiscal year of adoption. The Company does not expect the adoption of ASU 2018-13 will have a material
impact on its consolidated financial statements and will adopt the standard effective October 1, 2020.










7











NUKKLEUS INC. AND SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






NOTE 3 –

SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)







Recently issued accounting pronouncements (continued)





In December 2019, the FASB issued ASU 2019-12,

Simplifying the Accounting for Income Taxes

, which simplifies the accounting for income taxes by removing certain exceptions
to the general principles in the existing guidance for income taxes and making other minor improvements. The amendments in the
ASU are effective for the Company on October 1, 2021. The Company does not expect the adoption of ASU 2019-12 will have a material
impact on its consolidated financial statements and will adopt the standard effective October 1, 2021.





Other accounting standards that have been
issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited
condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated
to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash
flows or disclosures.






NOTE 4 –

ACCRUED LIABILITIES






At December 31, 2020 and September 30, 2020, accrued liabilities
consisted of the following:













































































December 31,


2020









September 30,


2020





Professional fees


$

70,141



$

46,640


Directors’ compensation



140,538




130,537


Interest payable



36,166




35,229


Other



3,771







Total


$

250,616



$

212,406






NOTE 5 –

SHARE CAPITAL







Preferred stock





The Company’s Board of Directors
is authorized to issue, at any time, without further stockholder approval, up to 15,000,000 shares of preferred stock. The Board
of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of
preferred stock.






Common stock and Series A preferred stock sold for cash





On June 7, 2016, the Company sold to CMH
15,450,000 shares of common stock and 100,000 shares of Series A preferred stock for $1,000,000. The common stock was recorded
as equity and the Series A preferred stock was recorded as a liability. On February 13, 2018, 75,000 of the preferred shares were
redeemed and cancelled.





The Series A preferred stock has the following
key terms:












1)

A stated value of $10 per share;











2)

The holder is entitled to receive cumulative dividends at the annual rate of 1.5% of stated value
payable semi-annually on June 30 and December 31;











3)

The preferred stock must be redeemed at the stated value plus any unpaid dividends in 5 years (on
or before June 7, 2021);











4)

The Series A preferred stock is non-voting. However, without the affirmative vote of the holders
of the shares of the Series A preferred stock then outstanding, the Company may not alter or change adversely the powers, preferences
or rights given to the Series A preferred stock or alter or amend the Certificate of Designation except to the extent that such
vote relates to the amendment of the Certificate of Designation;











5)

The holders of the Series A preferred stock are not entitled
to receive any preference upon the liquidation, dissolution or winding up of the business of the Company. Each holder of Series
A preferred stock shall share ratably with the holders of the common stock of the Company.









8











NUKKLEUS INC. AND SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






NOTE 5 –

SHARE CAPITAL
(continued)







Common stock and Series A preferred stock sold for cash (continued)





The $1,000,000 of proceeds received was
allocated to the common stock and Series A preferred stock according to their relative fair values determined at the time of issuance,
and as a result, the Company recorded a total discount of $45,793 on the Series A preferred stock, which is being amortized to
interest expense to the date of redemption. For both the three months ended December 31, 2020 and 2019, amortization of debt discount
amounted to $572.





The terms of the Series A preferred
stock issued represent mandatory redeemable shares, with a fixed redemption date (in 5 years) and the Company has a choice of redeeming
the instrument either in cash or a variable number of shares of common stock based on a formula in the certificate of designation.
The conversion price has a floor of $0.20 per share. As such, all dividends accrued and/or paid and any accretions are classified
as part of interest expense. For both the three months ended December 31, 2020 and 2019, dividends on redeemable preferred stock
amounted to $938.





At December 31, 2020 and September 30,
2020, Series A redeemable preferred stock consisted of the following:























































December 31,


2020









September 30,


2020





Redeemable preferred stock (stated value)


$

250,000



$

250,000


Less: unamortized debt discount



(973

)



(1,545

)

Redeemable preferred stock, net


$

249,027



$

248,455






NOTE 6 –

RELATED PARTY TRANSACTIONS







Services provided by related parties





The Company uses affiliate employees for
various services such as the use of accountants to record the books and accounts of the Company at no charge to those affiliates,
which are considered immaterial.






Office space from related parties





The Company uses office space of affiliate
companies, free of rent, which is considered immaterial.






Revenue from related party and cost of revenue from related
party





The Company operates under a GSA with TCM
providing personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and
support. The minimum monthly amount received is $1,600,000.





The Company operates under a GSA with FXDIRECT
receiving personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and
support. The minimum monthly amount payable is $1,575,000.





Both of the above entities are affiliates
through common ownership.





During the three months ended December
31, 2020 and 2019, services provided to the related party, which was recorded as revenue - related party on the accompanying unaudited
condensed consolidated statements of operations were as follows:























































Three Months Ended


December 31,


2020









Three Months Ended


December 31,


2019





Service provided to:









TCM


$

4,800,000



$

4,800,000




$

4,800,000



$

4,800,000










9











NUKKLEUS INC. AND SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






NOTE 6 –

RELATED PARTY TRANSACTIONS (continued)







Revenue from related party and cost of revenue from related
party (continued)





During the three months ended December
31, 2020 and 2019, services received from the related party, which was recorded as cost of revenue - related party on the accompanying
unaudited condensed consolidated statements of operations were as follows:























































Three Months Ended


December 31,


2020









Three Months Ended


December 31,


2019





Service received from:









FXDIRECT


$

4,725,000



$

4,725,000




$

4,725,000



$

4,725,000






Due from affiliates





At December 31, 2020 and September 30,
2020, due from related parties consisted of the following:























































December 31,


2020









September 30,


2020





NUKK Capital (*)


$

144,696



$

144,696


TCM



3,273,177




3,565,076


Total


$

3,417,873



$

3,709,772




















(*)

An entity controlled by Emil Assentato, the Company’s
chief executive officer, chief financial officer and chairman.




The balances of due from NUKK Capital represent
investment in digital currency transferred to NUKK Capital. The balance of due from TCM represent unsettled funds due related to
the General Services Agreement and monies that the Company paid on behalf of TCM.





Management believes that the related parties’
receivables are fully collectable. Therefore, no allowance for doubtful account is deemed to be required on its due from related
parties at December 31, 2020 and September 30, 2020. The Company historically has not experienced uncollectible receivable from
the related parties.






Due to affiliates





At December 31, 2020 and September 30,
2020, due to related parties consisted of the following:













































































December 31,


2020









September 30,


2020





Forexware LLC (*)


$

579,229



$

579,229


FXDIRECT



3,839,547




4,111,277


CMH



42,000




42,000


FXDD Trading (*)



471




471


Total


$

4,461,247



$

4,732,977




















(*)

Forexware LLC and FXDD Trading are both controlled by
Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman.




The balances of due to related parties
represent expenses paid by Forexware LLC, FXDIRECT, and FXDD Trading on behalf of the Company and advances from CMH. The balance
due to FXDIRECT may also include unsettled funds due related to the General Service Agreement. The balance due to FXDD Trading
also includes the value of transferred digital assets.





The related parties’ payables are
short-term in nature, non-interest bearing, unsecured and repayable on demand.










10











NUKKLEUS INC. AND SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






NOTE 7 –

INCOME TAXES






The Company recorded no income tax expense
for the three months ended December 31, 2020 and 2019 because the estimated annual effective tax rate was zero. As of December
31, 2020, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes
it is more likely than not that its deferred tax assets will not be realized.






NOTE 8 –

CONTINGENCY






On April 16, 2020, the Company was named
as a defendant in the Adversary Proceeding filed in the United States Bankruptcy Court for the District of Massachusetts
(Case No. 15-10745-FJB; Adversary Proceeding No. 16-01178) titled In re: BT Prime Ltd (“BT Prime”). The Adversary Proceeding
is brought by BT Prime against Boston Technologies Powered by Forexware LLC f/k/a Forexware LLC (“Forexware”), Currency
Mountain Holdings LLC, Currency Mountain Holdings Limited f/k/a Forexware Malta Holdings Ltd., FXDirectDealer, LLC, FXDD Malta Ltd.,
Nukkleus Inc., Nukkleus Bermuda Limited and Currency Mountain Holdings Bermuda, Ltd. In the Amended Complaint, BT Prime is
seeking, amongst other relief, a determination that the Company and the other defendants are liable for all of the
debts of BT Prime stemming from its bankruptcy proceedings, and is seeking to recover certain amounts transferred to Forexware
and FXDD Malta prior to the initiation of the bankruptcy case. In the sole claim asserted against the Company,
BT Prime alleges that the Company operated as a single business enterprise with no separate existence outside of its collective
business relationship with certain of the other Defendants, is a continuation of the business of Forexware and is a successor-in-interest
to Forexware. Based on this theory, BT Prime alleges that the Company should be jointly and severally liable for any liability
attributable to Forexware or the other Defendants, should the Court eventually find any such liability. The Company maintains
that there is no basis for BT Prime’s claim against it and intends to vigorously defend against the claim.






NOTE 9 –

SUBSEQUENT EVENTS






Management has evaluated subsequent events
through the date of the filing.










11














Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.





The following discussion and analysis
of our financial condition and results of operations for the three months ended December 31, 2020 and 2019 should be read in conjunction
with our unaudited condensed consolidated financial statements and related notes to those unaudited condensed consolidated financial
statements that are included elsewhere in this report.





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:














our future operating results;













our business prospects;













any contractual arrangements and relationships with third parties;













the dependence of our future success on the general economy;













any possible financings; and













the adequacy of our cash resources and working capital.





Impact of COVID-19 on our Operations





The ramifications of the outbreak of the
novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing
quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption.





The Company is operating in a rapidly changing
environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will
depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration
and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response
to the pandemic; and the development of widespread testing or a vaccine.






Overview





We are a financial technology company which
is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading
industry. We primarily provide our software, technology, customer sales and marketing and risk management technology hardware and
software solutions package to TCM. The FXDD brand (e.g., see FXDD.com) is the brand utilized in the retail forex trading industry
by TCM.





We have ownership of FOREXWARE, the primary
software suite and technology solution which powers the FXDD brand globally today. We also have ownership of the FOREXWARE brand
name. We have also acquired ownership of the customer interface and other software trading solutions being used by FXDD.com. By
virtue of our relationship with TCM and FXDIRECT, we provide turnkey software and technology solutions for FXDD.com. We offer the
customers of FXDD 24 hours, five days a week direct access to the global over the counter (“OTC”) FX market, which
is a decentralized market in which participants trade directly with one another, rather than through a central exchange.





In an FX trade, participants effectively
buy one currency and simultaneously sell another currency, with the two currencies that make up the trade being referred to as
a “currency pair”. Our software and technology solutions enable FXDD to present its customers with price quotations
on over the counter tradeable instruments, including over the counter currency pairs, and also provide our customers the ability
to trade FX derivative contracts on currency pairs through a product referred to as Contracts for Difference (“CFD”).
Our software solutions also offer other CFD products, including CFDs on metals, such as gold, and on futures linked to other products.





In July 2018, the Company incorporated
Nukkleus Malta Holding Ltd., which is a wholly-owned subsidiary. In July 2018, Nukkleus Malta Holding Ltd. incorporated MDTG, formerly
known as Nukkleus Exchange Malta Ltd. MDTG was exploring potentially obtaining a license to operate an electronic exchange whereby
it would facilitate the buying and selling of various digital assets as well as traditional currency pairs used in FX Trading.
During the fourth quarter of fiscal 2020, management made the decision to exit the exchange business and to no longer pursue the
regulatory licensing necessary to operate an exchange in Malta.










12











On August 27, 2020, the Company renamed
Nukkleus Exchange Malta Ltd. to Markets Direct Technology Group Ltd (“MDTG”). MDTG will manage the technology and IP
behind the Markets Direct brand (which is operated by TCM). MDTG will hold all the IP addresses and all the software licenses in
its name, and it will hold all the IP rights to the brands like Markets Direct and TCM. MDTG will then lease out the rights to
use these names/brands licenses to the appropriate entities. Management estimates that MDTG will become operational during the
rest of fiscal 2021.






Critical Accounting Policies







Use of Estimates






The preparation of our unaudited condensed
consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expense, and related disclosure
of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical experience, our knowledge
of economic and market factors and various other factors that we believe to be reasonable under the circumstances. Actual results
could differ from these estimates. Significant estimates during the three months ended December 31, 2020 and 2019 include valuation
of deferred tax assets and the associated valuation allowances.







Revenue recognition






We account for revenue under the provisions
of ASC Topic 606. The nature of our contract with our customer relates to our services performed for a related party under a GSA.





The transaction price is determined in
accordance with the terms of the GSA and payments are due on a monthly basis. There are multiple services provided under the GSA
and these performance obligations are combined into a single unit of accounting. Fees are recognized as revenue over time as the
services are rendered under the terms of the GSA.





Revenue is recorded at gross as we are
deemed to be a principal in the transactions.






Results of Operations







Summary of Key Results







For the three months ended December 31, 2020 versus the three
months ended December 31, 2019






Revenue and Cost of Revenue





Revenue for both of the three months ended
December 31, 2020 and 2019 was $4,800,000, and was from general support services rendered to TCM under a GSA.





Cost of revenue for both of the three
months ended December 31, 2020 and 2019 was $4,725,000, and represented amount incurred for general support services rendered by
FXDIRECT under a GSA.






Operating Expenses





Operating expenses consisted of professional
fees, and other general and administrative expenses.






Professional
fees





Professional fees for the three months
ended December 31, 2020 versus the three months ended December 31, 2019, were $86,772 and $41,000, respectively. The significant
increase was primarily attributable to the increase in professional service providers.










13












Other general and administrative expenses





Other general and administrative expenses
consisted of compensation and related benefits and other miscellaneous items.





Total other general and administrative
expenses for the three months ended December 31, 2020 versus the three months ended December 31, 2019, were $40,313 versus $95,679,
respectively. The significant decrease was mainly due to the decrease in compensation and related benefits of approximately $55,000
resulting from the resignation of the director of crypto management on December 15, 2019.






Other Income (Expense)





Other income (expense) included interest
expense on redeemable preferred stock, amortization of debt discount, and gain recognized from investment – digital currency.





Total other expense, net, for the three
months ended December 31, 2020 versus total other income, net, for the three months ended December 31, 2019, was $(1,510) versus
$16,378, respectively. The change for the three months ended December 31, 2020 as compared to the three months ended December 31,
2019 was due to the gain recognized from digital currency asset.






Net Loss





As a result of the factors described above,
our net loss was $53,595, or $0.00 per common share (basic and diluted), for the three months ended December 31, 2020. Our net
loss was $45,301, or $0.00 per common share (basic and diluted), for the three months ended December 31, 2019.






Liquidity and Capital Resources





Liquidity is the ability of a company to
generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis.
At December 31, 2020 and September 30, 2020, we had cash balances of $90,342 and $82,849, respectively.





We had working capital deficit, accumulated deficit, and total
stockholders’ deficit of $1,447,802, $1,611,908 and $1,447,802, respectively, as of December 31, 2020.





Our ability to continue as a going concern
is dependent upon the management of expenses and our ability to obtain the necessary financing to meet our obligations and pay
our 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 stockholders 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. In the event that there are any unforeseen delays or obstacles in obtaining funds through the aforementioned
sources, CMH has committed to inject capital into the Company in order to maintain the ongoing operations of the business.






Cash Flow for the Three Months Ended
December 31, 2020 Compared to the Three Months Ended December 31, 2019





Net cash flow provided by operating
activities was $7,493 for the three months ended December 31, 2020. These included changes in operating assets and liabilities
totaling approximately $61,000, offset by consolidated net loss of approximately $54,000.





Net cash flow provided by operating
activities was $13,909 for the three months ended December 31, 2019. These included changes in operating assets and liabilities
totaling approximately $77,000, offset by consolidated net loss of approximately $45,000 and the non-cash item mainly consisting
of a gain on digital currency of approximately $18,000.





Our operations will require additional
funding for the foreseeable future. Unless and until we are able to generate a sufficient amount of revenue and reduce our costs,
we expect to finance future cash needs through public and/or private offerings of equity securities and/or debt financings. We
do not currently have any committed future funding. To the extent we raise additional capital by issuing equity securities, our
stockholders could at that time experience substantial dilution. Any debt financing we are able to obtain may involve operating
covenants that restrict our business. Our capital requirements for the next twelve months primarily relate to mergers, acquisitions
and the development of business opportunities. In addition, we expect to use cash to pay fees related to professional services.
The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:














The working capital requirements to finance our current business;









14




















The use of capital for mergers, acquisitions and the development of business opportunities;













Addition of personnel as the business grows; and













The cost of being a public company.




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 stockholders 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.





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.






Contractual Obligations and Off-Balance
Sheet Arrangements







Contractual Obligations






As of December 31, 2020, there have
been no material changes to the contractual obligations as set forth in our Annual Report on Form 10-K for the year ended September
30, 2020.







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.






Recently Issued Accounting Pronouncements





For information about recently issued accounting
standards, refer to Note 3 to our Unaudited Condensed Consolidated Financial Statements appearing elsewhere in this report.








Item 3. Quantitative and Qualitative
Disclosures about Market Risk





We are a smaller reporting company as defined
in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.








Item 4. Controls and Procedures






Evaluation of Disclosure Controls and Procedures





Disclosure controls and procedures are
designed to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange
Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including
the principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. There are
inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human
error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their control objectives.





In
connection with the preparation of the quarterly report on Form 10-Q for the quarter ended December 31, 2020, our management,
including our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of our
disclosure controls and procedures, which are defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management,
including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. Our CEO and our CFO is the same person.










15











During evaluation of disclosure controls
and procedures as of December 31, 2020, our CEO/CFO conducted an evaluation of the effectiveness of the design and operations of
our disclosure controls and procedures and concluded that our disclosure controls and procedures were effective.






Changes in Internal Control over Financial
Reporting





There were no changes in our internal control
over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely
to materially affect, our internal control over financial reporting.








Item 5. Other





None.










16














Part II - Other Information








Item 1. Legal Proceedings





From time to time, we are subject to ordinary
routine litigation incidental to our normal business operations. We are not currently a party to any material legal proceedings,
except as set forth below.





On April 16, 2020, the Company was named
as a defendant in the Adversary Proceeding filed in the United States Bankruptcy Court for the District of Massachusetts
(Case No. 15-10745-FJB; Adversary Proceeding No. 16-01178) titled In re: BT Prime Ltd (“BT Prime”). The Adversary Proceeding
is brought by BT Prime against Boston Technologies Powered by Forexware LLC f/k/a Forexware LLC (“Forexware”), Currency
Mountain Holdings LLC, Currency Mountain Holdings Limited f/k/a Forexware Malta Holdings Ltd., FXDirectDealer, LLC, FXDD Malta Ltd.,
Nukkleus Inc., Nukkleus Bermuda Limited and Currency Mountain Holdings Bermuda, Ltd. In the Amended Complaint, BT Prime is
seeking, amongst other relief, a determination that the Company and the other defendants are liable for all of the
debts of BT Prime stemming from its bankruptcy proceedings, and is seeking to recover certain amounts transferred to Forexware
and FXDD Malta prior to the initiation of the bankruptcy case. In the sole claim asserted against the Company,
BT Prime alleges that the Company operated as a single business enterprise with no separate existence outside of its collective
business relationship with certain of the other Defendants, is a continuation of the business of Forexware and is a successor-in-interest
to Forexware. Based on this theory, BT Prime alleges that the Company should be jointly and severally liable for any liability
attributable to Forexware or the other Defendants, should the Court eventually find any such liability. The Company maintains
that there is no basis for BT Prime’s claim against it and intends to vigorously defend against the claim.








Item 1A. Risk Factors





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








Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds





None.








Item 3. Defaults Upon Senior Securities





None.








Item 4. Mine Safety Disclosures





Not Applicable.








Item 5. Other Information





None.










17














Item 6. Exhibits




















































































































































































































Exhibit





Number




Description


3.1




Certificate of Amendment to the Certificate of Incorporation filed June 3, 2016 (2)






3.2




Statement of Designation, Powers, Preferences and Rights of Series A Preferred Stock (2)






3.3




Amended and Restated By-laws of Nukkleus Inc. (3)






4.1




Securities Purchase Agreement between Nukkleus Inc. and Currency Mountain Holdings Bermuda, Limited dated June 3, 2016 (2)






10.1




Asset Purchase Agreement dated May 24, 2016, by and between Nukkleus Inc., its majority shareholder Charms Investments Ltd., and its wholly-owned subsidiary, Nukkleus Limited and Currency Mountain Holdings Bermuda, Limited (1)






10.2




General Service Agreement between Nukkleus Limited and FML Malta Limited dated May 24, 2016 (4)






10.3




General Service Agreement between Nukkleus Limited and FXDirectDealer LLC dated May 24, 2016 (1)






10.4




Stock Purchase Agreement dated May 27, 2016 among Nukkleus Inc., IBIH Limited, the shareholders of IBIH Limited and Currency Mountain Holdings LLC (2)






10.5




Amendment No. 1 dated June 2, 2016 to the Asset Purchase Agreement by and between Nukkleus Inc., its majority shareholder Charms Investments Ltd., and its wholly-owned subsidiary, Nukkleus Limited and Currency Mountain Holdings Bermuda, Limited (2)






10.6




Amendment No. 1 dated June 3, 2016 to the General Service Agreement between Nukkleus Limited and FXDD Trading Limited (2)






10.7




Letter Agreement between Nukkleus Inc. and IBIH Limited dated June 3, 2016 (2)






10.8




Director Agreement by and between Nukkleus Inc. and Craig Marshak dated August 1, 2016 (3)






10.9




Amendment dated October 17, 2017 of that certain General Service Agreement between Nukkleus Limited and FML Malta Limited (5)






10.10




Amendment dated October 17, 2017 of that certain General Service Agreement between Nukkleus Limited and FXDirectDealer LLC (5)






10.11




Settlement Agreement and Mutual Release between Nukkleus Inc., IBIH Limited, Terra (FX) Offshore Limited, Ludico Investments Limited, Currency Mountain Holdings LLC and the IBIH Shareholders dated November 17, 2017 (6)






10.12




Letter Agreement entered between FML Malta Ltd., FXDD Malta Limited and Nukkleus Limited (7)






10.13




Stock Redemption Agreement dated February 13, 2018 between Nukkleus Inc. and Currency Mountain Holdings Bermuda, Limited (8)






21.1




List of Subsidiaries (9)






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











18



































































101.INS


XBRL Instance*




101.SCH


XBRL Taxonomy Extension Schema*




101.CAL


XBRL Taxonomy Extension Calculation*




101.DEF


XBRL Taxonomy Extension Definition*




101.LAB


XBRL Taxonomy Extension Labeled*




101.PRE


XBRL Taxonomy Extension Presentation*

















*

Filed along with this document









































(1)

Incorporated by reference to the Form 8K Current Report filed with the SEC on May 31, 2016.

(2)

Incorporated by reference to the Form 8K Current Report filed with the SEC on June 3, 2016.

(3)

Incorporated by reference to the Form 8K Current Report filed with the SEC on August 9, 2016.

(4)

Incorporated by reference to the Form 8K Current Report filed with the SEC on October 25, 2016.

(5)

Incorporated by reference to the Form 8K Current Report filed with the SEC on October 19, 2017.

(6)

Incorporated by reference to the Form 8K Current Report filed with the SEC on December 5, 2017.

(7)

Incorporated by reference to the Form 10K Annual Report filed with the SEC on December 27, 2017.

(8)

Incorporated by reference to the Form 10Q Quarterly Report filed with the SEC on February 13, 2018.

(9)

Incorporated by reference to the Form 10K Annual Report filed with the SEC on December 28. 2020.









19














SIGNATURES





Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




































NUKKLEUS INC.



(Registrant)




Date: February 12, 2021

By:

/s/ Emil Assentato



Emil Assentato



Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) and Chairman






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The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Nukkleus Inc. Just Filed Its Quarterly Report: Per share data ASC T... - Aug. 1, 2022
Nukkleus Inc. Just Filed Its Quarterly Report: Per share data ASC T... - Aug. 1, 2022
Change in Registrants Certifying - July 29, 2022
Nukkleus Inc. Just Filed Its Annual Report: Per share data ASC T... - July 27, 2022

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