Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2009

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

Commission file number 333-150954

GLOBAL RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS

(Exact name of registrant as specified in its charter)

Nevada	26-0674103
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3950 East Patrick Lane

Suite 101

Las Vegas, Nevada 89120

(Address of principal executive offices)

(702) 798-0200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 x No ¨

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 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer ¨	(Do not check if a smaller reporting company)	Smaller reporting company x

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

The number of shares of Common Stock, $0.001 par value, outstanding on May 20, 2009, was 4,804,110.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Global Risk Management & Investigative Solutions

(a Development Stage Company)

Condensed Balance Sheets

	March 31,			December 31,
	2009			2008
	(Unaudited)
Assets

Current assets:
Cash	$	45,052		$	45,503
Accounts receivable		261			560
Prepaid expenses		-			1,500
Total current assets		45,313			47,563

Total assets	$	45,313		$	47,563

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:
Accounts payable	$	32,349		$	29,467
Accrued expenses		9,970			2,956
Accrued compensation - related party		-			31,250
Total current liabilities		42,319			63,673

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 4,804,110 and 4,284,110 shares issued and outstanding as of March 31, 2009 and December 31, 2008, respectively		4,804			4,284
Prepaid share based compensation		(62,500	)		-
Additional paid in capital		356,223			226,743
(Deficit) accumulated during development stage		(295,533	)		(247,137	)
Total stockholders’ equity (deficit)		2,994			(16,110	)

Total liabilities and stockholders’ equity (deficit)	$	45,313		$	47,563

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

Global Risk Management & Investigative Solutions

(a Development Stage Company)

Condensed Statements of Operations

(Unaudited)

	Three Months Ended March 31,						May 2, 2007 (Inception) to March 31,
	2009			2008			2009

Revenue	$	278		$	7,982		$	125,200

Expenses:
Direct costs		1,255			13			107,232
Direct Costs - related party		93			6,435			15,792
General and administrative expenses		9,305			1,003			22,418
Professional fees		6,770			37,000			188,648
Promotional and marketing		-			-			24,057
Executive compensation		31,250			-			62,500
Total expenses		48,673			44,451			420,647

Net operating (loss)		(48,395	)		(36,469	)		(295,447	)

Other income (expense):
Interest expense		(1	)		(32	)		(86	)
Total other (expense)		(1	)		(32	)		(86	)

Net (loss)	$	(48,396	)	$	(36,501	)	$	(295,533	)

Weighted average number of common shares outstanding - basic and fully diluted		4,718,554			4,060,511

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

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

Global Risk Management & Investigative Solutions

(a Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,						May 2, 2007 (Inception) to March 31,
	2009			2008			2009
Cash flows from operating activities

Net (loss)	$	(48,396	)	$	(36,501	)	$	(295,533	)
Shares issued for services		31,250			-			57,153
Adjustments to reconcile net (loss) to net cash (used) in operating activities:
Accounts receivable		299			(4,062	)		(261	)
Prepaid expenses		1,500			(139	)		-
Accounts payable		2,882			2,554			32,348
Accrued expenses		7,014			237			9,970
Accrued compensation - related party		-			-			31,250
Net cash (used) by operating activities		(5,451	)		(37,911	)		(165,073	)

Cash flows from financing activities
Issuance of common stock		5,000			35,125			210,125
Net cash provided by financing activities		5,000			35,125			210,125

Net increase (decrease) in cash		(451	)		(2,786	)		45,052
Cash, beginning		45,503			135,002			-
Cash, ending	$	45,052		$	132,216		$	45,052

Supplemental disclosures:
Interest paid	$	1		$	32			86
Income taxes paid	$	-		$	-			-

Non-cash disclosures:
Shares issued for accrued compensation - related party	$	31,250		$	-		$	31,250
Shares issued for services	$	-		$	-		$	25,903
Shares issued for prepaid compensation - related party	$	62,500		$	-		$	62,500

The accompanying notes are an integral part of the condensed consolidated financial statements.

Global Risk Management & Investigative Solutions

(a Development Stage Company)

Notes to Condensed Financial Statements

Note 1- Basis of Presentation

The unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year. Certain amounts in the prior year statements have been reclassified to conform to the current year presentations. The statements should be read in conjunction with the financial statements and footnotes thereto included in our annual report on form 10-K for the year ended December 31, 2008.

Note 2 - Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a cumulative net loss of approximately $295,533 and working capital of $2,994 as of the three months ended March 31, 2009.

These conditions give rise to doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

Management’s plan, in this regard, is to raise financing of approximately $500,000 through a combination of equity and debt financing. Management believes this amount will be sufficient to finance the continuing development for the next twelve months. However, there is no assurance that the Company will be successful in raising such financing.

Note 3 - Stockholders’ equity

We are authorized to issue 10,000,000 shares of $0.001 par value preferred stock and 100,000,000 shares of $0.001 par value common stock.

In August 2007, we issued 3,500,000 founders shares for cash in the amount of $35,000.

In November 2007, we issued 440,000 shares of our common stock pursuant to subscription agreements for cash totaling $110,000.

In December 2007, we issued 100,000 shares of our common stock pursuant to subscription agreements for cash totaling $25,000.

In March 2008, we issued 140,500 shares of our common stock pursuant to subscription agreements for cash totaling $35,125.

In September 2008, we issued 103,610 shares of our common stock pursuant to a retainer agreement with our securities counsel. We recorded professional fees in the amount of $25,903 representing the fair value of the shares issued.

On February 3, 2009, we issued 500,000 shares of our common stock to our President and CEO valued at $125,000 in lieu of his initial base annual salary for the period beginning on October 2008 through October of 2009. We have recorded executive compensation of $31,250 for services received through March 31, 2009 and prepaid compensation in the amount of $62,500 representing the unearned portion through October 2009. In addition, we have converted the previously accrued and unpaid compensation of $31,250.

On March 2, 2009, we sold 20,000 shares of our common stock for cash totaling $5,000 to an individual.

Note 4 - Related party transactions

On November 15, 2007, we entered into a “Strategic Alliance Agreement” with our founding shareholders. Pursuant to this agreement we agreed to facilitate a business development program whereby Global Risk Management would accept referrals from each founding member in exchange for a 5% referral fee. Further, in the event the referred services are to be performed by a member of the strategic alliance team, that member will receive approximately 90% of the proceeds received from the referral. During the periods ended March 31, 2009 and 2008, we paid referral fees to our founders pursuant to the strategic alliance agreement, totaling $93 and $6,435, respectively.

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in this Quarterly Report on Form 10-Q, Annual Report on Form 10-K and Current Reports on Form 8-K.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

deterioration in general or regional economic, market and political conditions;

our ability to diversify our operations;

actions and initiatives taken by both current and potential competitors;

inability to raise additional financing for working capital;

the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

inability to efficiently manage our operations;

inability to achieve future operating results;

the unavailability of funds for capital expenditures;

our ability to recruit and hire key employees;

the inability of management to effectively implement our strategies and business plans; and

the other risks and uncertainties detailed in this report.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors” in this document and in our Annual Report on Form 10-K for the year ended December 31, 2008.

In this form 10-Q references to “Global Risk”, “Global”, “the Company”, “we,” “us,” “our” and similar terms refer to Global Risk Management & Investigative Solutions.

Item 2. Plan of Operations.

OVERVIEW AND OUTLOOK

Global is a development stage company incorporated in the State of Nevada in May of 2007. We were formed to provide investigative, technical IT, background, document verification, and data banks of security information to a wide range of clients.

On November 15, 2007, we entered into a Strategic Alliance Agreement with Global Intelligence Network, a Nevada corporation, Attorney’s Process & Investigation Services, Inc., a Wisconsin corporation, Griffin Investigations, a Nevada corporation, AmericanChecked, Inc., a Oklahoma corporation, GGS-US Ltd., a Nevada corporation, International Investigative Solutions, a Nevada corporation and Veridocs (formerly AP-ID Incorporated), a Nevada corporation (hereinafter referred to individually as “Member” and collectively as “Members”), whereas the Members and Global agreed to market and perform certain complementary business consulting services.

As a result of the Strategic Alliance Agreement we have become a one source risk management and security solution for multiple industries.

In September of 2008, Mr. Steve Toneguzzo, a director of the Company and President of GGS-US Ltd., a Member pursuant to the Strategic Alliance Agreement, resigned his position as a director of the Company and requested to be terminated from the Strategic Alliance Agreement. As a result of Mr. Toneguzzo’s resignation the Company and the Members entered into an addendum to the Strategic Alliance Agreement to replace GGS-US Ltd. as a member with Spriggs Inc., a private investigations and security firm specializing in high end retail and executive protection. Spriggs Inc., is licensed in multiple states with international capabilities.

Additionally, in October 2008 the board of directors appointed Michael Spriggs, President of Spriggs Inc. to serve on the Company’s board of directors.

Since our inception on May 2, 2007 through March 31, 2009, we have generated $125,200 in revenues and have incurred a net loss of $295,533. For the year ended December 31, 2008, we generated $120,587 in revenues and incurred a net loss of $211,977.

On August 1, 2008, we agreed to provide international investigative consulting services to a business organization in exchange for a monthly fee of $20,833. Pursuant to the arrangement, we were to provide these services through December 31, 2008. We have fulfilled the arrangement and recorded $104,165 in consulting fees.

Operation Plan

During the next twelve months we plan to continue to focus our efforts on marketing our risk management and security services. In June 2008 we filed an S-1 registration statement to raise capital, and with the proceeds we expect to raise, we believe will allow us to grow, although, of course, we cannot provide any assurance that we will be able to grow as we currently anticipate.

A few of the marketing plans we contemplate utilizing during fiscal 2009 include:

Attend and market our services at major trade shows such as G2E.

Attend and present at major conferences and seminars such as the International Masters of Gaming Law.

Attend and give presentation to the International Association of Casino Security in Panama City.

Increase our representation in overseas markets such as Australia and Macau.

Commence marketing to European markets.

Seek to obtain contracts with Indian Gaming companies in the U.S. to expand our services to a variety of tribes such as the Potawatomi Tribal Nation.

Advertise our services in publications such as Gaming Times Today.

Satisfaction of our cash obligations for the next 12 months.

As of March 31, 2009, our cash balance was $45,052. Our plan for satisfying our cash requirements for the next twelve months is through the funds from our offering, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to insure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

Since inception, we have financed cash flow requirements through the issuance of common stock for cash and services. As we continue to expand operational activities, we may continue to experience net negative cash flows from operations, pending receipt of revenues from our services, and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings, giving consideration to loans and working diligently to move sales ahead to the extent necessary to provide working capital.

We anticipate incurring operating losses over the majority of the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and continue to attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

As a result of our cash requirements and our lack of revenues, we anticipate continuing to issue stock in exchange for loans and/or equity financing, which may have a substantial dilutive impact on our existing stockholders.

Going Concern

The consolidated financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of Global as a going concern. Global may not have a sufficient amount of cash required to pay all of the costs associated with operating and marketing of its services. Management intends to use borrowings and security sales to mitigate the effects of cash flow deficits, however no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should Global be unable to continue existence.

Summary of product and research and development that we will perform for the term of our plan.

We do not anticipate performing any significant product research and development under our plan of operation. In lieu of product research and development we anticipate maintaining control over our advertising to assist us in determining the allocation of our limited advertising dollars.

Expected purchase or sale of plant and significant equipment.

We do not anticipate the purchase or sale of any plant or significant equipment, as such items are not required by us at this time or in the next 12 months.

Significant changes in the number of employees.

We are a development stage company and as of December 31, 2008, we did not have any employees, other than Kyle Edwards, our President and Chief Executive Officer. We look to our officers and directors who collectively have a varied background in law enforcement, security, internet security and technology, loss prevention, background screening, private investigations, due diligence, customer service evaluations, and regulatory compliance. We do not anticipate hiring employees over the next 12 months. We intend to use the services of consultants to perform various professional services. We believe that this use of third-party service providers may enhance our ability to contain general and administrative expenses.

Employment Agreement

Kyle Edwards. On October 10, 2008, we executed an employment agreement with our President and CEO, Kyle Edwards, wherein Mr. Edwards agreed to serve as the Company’s Chief Operating Officer to supervise and control all of the business and affairs of the Company. The term of the agreement commenced on October 10, 2008 and shall continue until October 10, 2009. The term of the agreement shall automatically be extended for additional two (2) year renewal terms unless earlier terminated. We agreed to compensate Mr. Edwards an initial base salary of $125,000. Upon the first renewal, annual compensation shall increase to $135,000 and upon the third renewal, annual compensation shall increase to $175,000. On February 3, 2009, we issued 500,000 shares of restricted common stock at $0.25 per share to Mr. Edwards in accordance with provisions of Mr. Edwards’ employment agreement. The 500,000 shares were issued in lieu of Mr. Edwards’ initial base annual salary of $125,000 for the period beginning on October 2008 through October 2009.

Liquidity and Capital Resources

Cash will be increasing primarily due to the receipt of funds from this offering to offset our near term cash equivalents. Since inception, we have financed our cash flow requirements through issuance of common stock. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of listing or some form of advertising revenues. Additionally we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4T. Controls and Procedures.

Our Chief Executive Officer, Kyle Edwards and Principal Financial Officer, Peter Maheu, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on that evaluation, Messrs. Edwards and Maheu concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

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

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We may become involved in various routine legal proceedings incidental to our business. However, to our knowledge as of the date of this report, there are no material pending legal proceedings to which we are a party or to which any of our property is subject.

Item 1A. Risk Factors.

Our significant business risks are described in Item 1A to Form 10-K for the year ended December 31, 2008 to which reference is made herein.

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

On March 2, 2009, we issued 20,000 shares of restricted common stock at $0.25 per share to an individual for cash totaling $5,000. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The recipient of the shares was afforded an opportunity for effective access to our files and records that contained the relevant information needed to make his investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to the sale of the shares, had such knowledge and experience in his financial and business matters that he was capable of evaluating the merits and risks of his investment. The recipient had the opportunity to speak with our management on several occasions prior to his investment decision.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the quarter ended March 31, 2009.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

We did not submit any matters to a vote of our security holders during the first quarter of 2009.

Item 5. Other Information.

None.

Item 6. Exhibits.

Incorporated by reference

Exhibit

Exhibit Description

Filed

herewith

Form

Period

ending

Exhibit

Filing

date

3.1(i)(a)

Articles of Incorporation dated May 2, 2007

S-1

3.1(i)(a)

05/16/08

3.1(ii)(a)

Bylaws

S-1

3.1(ii)(a)

05/16/08

10.1

Strategic Alliance Agreement dated November 15, 2007

10-K

12/31/08

10.1

04/14/09

10.2

Employment Agreement with Kyle Edwards

10-K

12/31/08

10.2

04/14/09

31.1

Certification of Kyle Edwards pursuant to Section 302 of the Sarbanes-Oxley Act

31.2

Certification of Peter Maheu pursuant to Section 302 of the Sarbanes-Oxley Act

32.1

Certification of Kyle Edwards pursuant to Section 906 of the Sarbanes-Oxley Act

32.2

Certification of Peter Maheu pursuant to Section 906 of the Sarbanes-Oxley Act

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GLOBAL RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS

(Registrant)

By:	/s/ Peter Maheu
Peter Maheu, Principal Financial Officer
(On behalf of the Registrant and as Principal Financial
Officer)

Date: May 20, 2009