GEORGE RISK INDUSTRIES, INC. (Form: 10-Q, Received: 03/16/2018 16:27:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

[X]	Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarter ended January 31, 2018

[ ]	Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______________ to ________________

Commission File Number: 000-05378

GEORGE RISK INDUSTRIES, INC.

(Exact name of small business issuer as specified in its charter)

Colorado	84-0524756
(State of incorporation)	(IRS Employers Identification No.)

802 South Elm St.
Kimball, NE	69145
(Address of principal executive offices)	(Zip Code)

(308) 235-4645

(Registrant’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ]

No [X]

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a small 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 [ ]	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 [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of the Registrant’s Common Stock outstanding, as of March 16, 2018, was 4,968,447.

Transitional Small Business Disclosure Format: Yes [X] No [ ]

GEORGE RISK INDUSTRIES, INC.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited financial statements for the three and nine-month period ended January 31, 2018, are attached hereto.

GEORGE RISK INDUSTRIES, INC.

CONDENSED BALANCE SHEETS

	January 31, 2018		April 30, 2017
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	3,952,000	$	6,456,000
Investments and securities		27,496,000		26,382,000
Accounts receivable:
Trade, net of $16,422 and $2,425 doubtful account allowance		2,471,000		1,848,000
Other		2,000		3,000
Income tax overpayment		474,000		253,000
Inventories, net		3,594,000		2,304,000
Prepaid expenses		487,000		193,000
Total Current Assets	$	38,476,000	$	37,439,000

Property and Equipment, net, at cost		948,000		739,000

Other Assets
Investment in Limited Land Partnership, at cost		273,000		273,000
Projects in process		—		13,000
Other		77,000		—
Total Other Assets	$	350,000	$	286,000

Intangible Assets, net	$	1,794,000		—

TOTAL ASSETS	$	41,568,000	$	38,464,000

See accompanying notes to the condensed financial statements.

GEORGE RISK INDUSTRIES, INC.

CONDENSED BALANCE SHEETS

(continued)

	January 31, 2018			April 30, 2017
	(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable, trade	$	308,000		$	69,000
Dividends payable		1,580,000			1,416,000
Accrued expenses:
Payroll and related expenses		178,000			308,000
Property taxes		3,000			—
Total Current Liabilities	$	2,069,000		$	1,793,000

Long-Term Liabilities
Deferred income taxes		1,902,000			906,000
Total Long-Term Liabilities	$	1,902,000		$	906,000

Stockholders’ Equity
Convertible preferred stock, 1,000,000 shares authorized, Series 1—noncumulative, $20 stated value, 25,000 shares authorized, 4,100 issued and outstanding		99,000			99,000
Common stock, Class A, $.10 par value, 10,000,000 shares authorized, 8,502,881 shares issued and outstanding		850,000			850,000
Additional paid-in capital		1,934,000			1,736,000
Accumulated other comprehensive income		2,623,000			1,239,000
Retained earnings		36,232,000			35,981,000
Less: treasury stock, 3,533,934 and 3,557,606 shares, at cost		(4,141,000	)		(4,140,000	)
Total Stockholders’ Equity	$	37,597,000		$	35,765,000

TOTAL LIABILITES AND STOCKHOLDERS’ EQUITY	$	41,568,000		$	38,464,000

See accompanying notes to the condensed financial statements

GEORGE RISK INDUSTRIES, INC.

CONDENSED INCOME STATEMENTS (Unaudited)

	Three months			Nine months			Three months			Nine months
	ended			ended			ended			ended
	Jan 31, 2018			Jan 31, 2018			Jan 31, 2017			Jan 31, 2017
Net Sales	$	3,260,000		$	8,597,000		$	2,645,000		$	8,194,000
Less: Cost of Goods Sold		(1,826,000	)		(4,337,000	)		(1,229,000	)		(3,899,000	)
Gross Profit	$	1,434,000		$	4,260,000		$	1,416,000		$	4,295,000

Operating Expenses
General and Administrative		313,000			833,000			223,000			664,000
Sales		512,000			1,371,000			461,000			1,432,000
Engineering		22,000			69,000			17,000			59,000
Rent Paid to Related Parties		5,000			14,000			5,000			14,000
Total Operating Expenses	$	852,000		$	2,287,000		$	706,000		$	2,169,000

Income From Operations		582,000			1,973,000			710,000			2,126,000

Other Income (Expense)
Other		—			3,000			1,000			11,000
Dividend and Interest Income		376,000			811,000			332,000			650,000
Gain (Loss) on Investments		123,000			94,000			51,000			136,000
Gain (Loss) on Sale of Assets		—			4,000			—			—
	$	499,000		$	912,000		$	384,000		$	797,000

Income Before Provisions for Income Taxes		1,081,000			2,885,000			1,094,000			2,923,000

Provisions for Income Taxes:
Current Expense		281,000			852,000			313,000			896,000
Deferred Tax Expense (Benefit)		9,000			1,000			(11,000	)		(24,000	)
Total Income Tax Expense	$	290,000		$	853,000		$	302,000		$	872,000

Net Income	$	791,000		$	2,032,000		$	792,000		$	2,051,000

Cash Dividends
Common Stock ($0.36 per share)	$	—		$	1,780,000
Common Stock ($0.35 per share)							$	—		$	1,758,000

Income Per Share of Common Stock
Basic	$	0.16		$	0.41		$	0.16		$	0.41
Diluted	$	0.16		$	0.41		$	0.16		$	0.41

Weighted Average Number of Common
Shares Outstanding
Basic		4,969,013			4,955,725			4,945,972			4,996,453
Diluted		4,989,513			4,976,225			4,966,472			5,016,953

See accompanying notes to the condensed financial statements

GEORGE RISK INDUSTRIES, INC.

CONDENSED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

	Three months			Nine months			Three months			Nine months
	ended			ended			ended			ended
	Jan 31, 2018			Jan 31, 2018			Jan 31, 2017			Jan 31, 2017
Net Income	$	791,000		$	2,032,000		$	792,000		$	2,051,000

Other Comprehensive Income, Net of Tax
Unrealized gain (loss) on securities:
Unrealized holding gains (losses) arising during period		1,247,000			2,585,000			570,000			796,000
Reclassification adjustment for gains (losses) included in net income		(88,000	)		(205,000	)		(5,000	)		(88,000	)
Income tax benefit (expense) related to other comprehensive income		(485,000	)		(995,000	)		(236,000	)		(296,000	)
Other Comprehensive Income		674,000			1,385,000			329,000			412,000

Comprehensive Income	$	1,465,000		$	3,417,000		$	1,121,000		$	2,463,000

See accompanying notes to the condensed financial statements

GEORGE RISK INDUSTRIES, INC.

CONDENSED STATEMENT OF CASH FLOWS (Unaudited)

	Nine months			Nine months
	ended			ended
	Jan 31, 2018			Jan 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	2,032,000		$	2,051,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		163,000			138,000
(Gain) loss on sale of investments		(117,000	)		(149,000	)
Impairments on investments		23,000			13,000
Reserve for bad debts		13,000			—
Reserve for obsolete inventory		—			5,000
Deferred income taxes		1,000			(24,000	)
(Gain) loss on sale of assets		(4,000	)		—
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable		(636,000	)		163,000
Inventories		(1,291,000	)		426,000
Prepaid expenses		(359,000	)		(48,000	)
Other receivables		2,000			(5,000	)
Income tax overpayment		(221,000	)		(43,000	)
Increase (decrease) in:
Accounts payable		239,000			20,000
Accrued expenses		(127,000	)		(72,000	)
Net cash provided by (used in) operating activities	$	(282,000	)	$	2,475,000

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets		4,000			—
(Purchase) of property and equipment		(342,000	)		(146,000	)
Proceeds from sale of marketable securities		2,013,000			586,000
(Purchase) of marketable securities		(653,000	)		(668,000	)
(Purchase) of intangible assets		(1,624,000	)		—
(Purchase) of long-term investment		—			(20,000	)
Net cash provided by (used in) investing activities	$	(602,000	)	$	(248,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
(Purchase) of treasury stock		(3,000	)		(551,000	)
Dividends paid		(1,617,000	)		(1,596,000	)
Net cash provided by (used in) financing activities	$	(1,620,000	)	$	(2,147,000	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	(2,504,000	)	$	80,000

Cash and Cash Equivalents, beginning of period	$	6,456,000		$	5,918,000
Cash and Cash Equivalents, end of period	$	3,952,000		$	5,998,000


Supplemental Disclosure for Cash Flow Information:
Cash payments for:
Income taxes	$	1,320,000		$	1,059,000
Interest paid	$	0		$	0
Cash receipts for:
Income taxes	$	253,000		$	125,000

Supplemental Disclosure of Noncash Investing and Financing Activities:
Issuance of treasury stock as part of asset acquisition	$	200,000		$	0

See accompanying notes to the condensed financial statements

GEORGE RISK INDUSTRIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JANUARY 31, 2018

Note 1: Unaudited Interim Financial Statements

The accompanying financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2017 annual report on Form 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year.

Accounting Estimates —The preparation of these financial statements requires the use of estimates and assumptions including the carrying value of assets. The estimates and assumptions result in approximate rather than exact amounts.

Recently Issued Accounting Pronouncements — In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The objective of this update is to provide a robust framework for addressing revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance. This update is effective in annual reporting periods beginning after December 15, 2017 and the interim periods within that year. The Company is evaluating the impact of this update on the Company’s financial statements.

In February of 2016, the FASB issued ASU 2016-02 Leases . Under the new guidance, lessees will be required to recognize so-called right-of-use assets and liabilities for most leases having lease terms of 12 months or more. This update is effective in annual reporting periods beginning after December 31, 2019 and the interim periods starting thereafter. The Company is evaluating the impact of this update on the Company’s financial statements.

In February of 2018, the FASB issued ASU 2018-02 Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Under this update, companies have the option to reclassify stranded tax effects caused by US Tax Cuts and Jobs Act (TCJA) from accumulated other comprehensive income (AOCI) to retained earnings. Under current US GAAP, effects from a change in tax law is recorded as a component of the income tax provision related to continuing operations in the period of enactment, even if the deferred taxes were established for a financial statement component not part of continuing operations, such as accumulated other comprehensive income (AOCI). Adopting of this standard will remove tax effects stranded in AOCI by the tax law enactment. Adoption of this ASU is optional. This update is effective in annual reporting periods beginning after December 15, 2018 and the interim periods starting thereafter. The Company is evaluating the impact of this update on the Company’s financial statements.

Note 2: Investments

The Company has investments in publicly traded equity securities, corporate bonds, state and municipal debt securities, real estate investment trusts, and money markets funds. The investments in securities are classified as available-for-sale securities and are reported at fair value. Available-for-sale investments in debt securities mature between June 2018 and November 2048. The Company uses the average cost method to determine the cost of securities sold and the amount reclassified out of accumulated other comprehensive income into earnings. Unrealized gains and losses are excluded from earnings and reported separately as a component of stockholders’ equity. Dividend and interest income are reported as earned.

As of January 31, 2018 and April 30, 2017, investments consisted of the following:

			Gross		Gross
Investments at	Cost		Unrealized		Unrealized			Fair
January 31, 2018	Basis		Gains		Losses			Value
Municipal bonds	$	5,966,000	$	103,000	$	(238,000	)	$	5,831,000
Corporate bonds	$	129,000	$	2,000	$	—		$	131,000
REITs	$	110,000	$	5,000	$	(6,000	)	$	109,000
Equity securities	$	15,720,000	$	4,844,000	$	(203,000	)	$	20,361,000
Money markets and CDs	$	1,064,000	$	—	$	—		$	1,064,000
Total	$	22,989,000	$	4,954,000	$	(447,000	)	$	27,496,000

			Gross		Gross
Investments at	Cost		Unrealized		Unrealized			Fair
April 30, 2017	Basis		Gains		Losses			Value
Municipal bonds	$	6,045,000	$	90,000	$	(97,000	)	$	6,038,000
Corporate bonds	$	129,000	$	1,000	$	—		$	130,000
REITs	$	64,000	$	13,000	$	(1,000	)	$	76,000
Equity securities	$	15,259,000	$	2,441,000	$	(319,000	)	$	17,381,000
Money markets and CDs	$	2,757,000	$	—	$	—		$	2,757,000
Total	$	24,254,000	$	2,545,000	$	(417,000	)	$	26,382,000

The Company evaluates all marketable securities for other-than temporary declines in fair value, which are defined as when the cost basis exceeds the fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment and number of investments that are in an unrealized position. When an “other-than-temporary” decline is identified, the Company will decrease the cost of the marketable security to the new fair value and recognize a real loss. The investments are periodically evaluated to determine if impairment changes are required. As a result of this standard, management did not record an impairment loss during the quarter, but did record a loss of $23,000 for the nine months ended January 31, 2018. Likewise, for the corresponding periods last year, management did not record a loss for the quarter, but did record a $13,000 impairment loss for the nine months ended January 31, 2017.

The following tables show the investments with unrealized losses that are not deemed to be “other-than-temporarily impaired”, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at January 31, 2018 and April 30, 2017, respectively.

Unrealized Loss Breakdown by Investment Type at January 31, 2018

	Less than 12 months					12 months or greater					Total
Description	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Municipal bonds	$	702,000	$	(152,000	)	$	1,674,000	$	(86,000	)	$	2,376,000	$	(238,000	)
REITs	$	56,000	$	(5,000	)	$	27,000	$	(1,000	)	$	83,000	$	(6,000	)
Equity securities	$	534,000	$	(35,000	)	$	590,000	$	(168,000	)	$	1,124,000	$	(203,000	)
Total	$	1,292,000	$	(192,000	)	$	2,291,000	$	(255,000	)	$	3,583,000	$	(447,000	)

Unrealized Loss Breakdown by Investment Type at April 30, 2017

	Less than 12 months					12 months or greater					Total
Description	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Municipal bonds	$	1,420,000	$	(19,000	)	$	1,292,000	$	(78,000	)	$	2,712,000	$	(97,000	)
REITs	$	—	$	—		$	27,000	$	(1,000	)	$	27,000	$	(1,000	)
Equity securities	$	983,000	$	(92,000	)	$	1,689,000	$	(227,000	)	$	2,672,000	$	(319,000	)
Total	$	2,403,000	$	(111,000	)	$	3,008,000	$	(306,000	)	$	5,411,000	$	(417,000	)

Municipal Bonds

The unrealized losses on the Company’s investments in municipal bonds were caused by interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the Company has the ability to hold these investments until a recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at January 31, 2018.

Marketable Equity Securities and REITs

The Company’s investments in marketable equity securities and REITs consist of a wide variety of companies. Investments in these companies include growth, growth income, and foreign investment objectives. The individual holdings have been evaluated, and due to management’s plan to hold on to these investments for an extended period, the Company does not consider these investments to be other-than-temporarily impaired at January 31, 2018

Note 3: Inventories

Inventories at January 31, 2018 and April 30, 2017 consisted of the following:

	January 31,			April 30,
	2018			2017

Raw materials	$	2,704,000		$	1,579,000
Work in process		348,000			442,000
Finished goods		615,000			356,000
		3,667,000			2,377,000
Less: allowance for obsolete inventory		(73,000	)		(73,000	)
Totals	$	3,594,000		$	2,304,000

Note 4: Asset Purchase

In October 2017, George Risk Industries, Inc. (the “Company”) purchased assets from Labor Saving Devices, Inc. (“LSDI”). The purchase price for the assets consisted of $3,000,000 in cash and 24,097 shares of the Company’s Class A common stock (valued at $200,000, or approximately $8.30 per share). An initial payment of $1,000,000 in cash was made at closing, with the remaining $2,000,000 in cash paid in November 2017.

The value of the assets purchased as described above at January 31, 2018 consisted of the following:

Type of Assets	Beginning Balance		Amortization			Total Assets, Net
Inventory	$	1,366,000		—		$	1,366,000
Fixed Assets	$	10,000		—		$	10,000
Non-compete agreement	$	10,000		—		$	10,000
Intangible assets	$	1,814,000	$	(30,000	)	$	1,784,000
Total	$	3,200,000	$	(30,000	)	$	3,170,000

Since the asset purchase took place in October 2017, there was no value to these assets at April 30, 2017.

Note 5: Business Segments

The following is financial information relating to industry segments:

	Three months		Nine months		Three months		Nine months
	ended		ended		ended		ended
	Jan 31, 2018		Jan 31, 2018		Jan 31, 2017		Jan 31, 2017
Net revenue:
Security alarm products	$	2,715,000	$	6,683,000	$	2,214,000	$	6,955,000
Other products		545,000		1,914,000		431,000		1,239,000
Total net revenue	$	3,260,000	$	8,597,000	$	2,645,000	$	8,194,000

Income from operations:
Security alarm products		452,000		1,534,000		603,000		1,805,000
Other products		130,000		439,000		107,000		321,000
Total income from operations	$	582,000	$	1,973,000	$	710,000	$	2,126,000

Depreciation and amortization:
Security alarm products		10,000		28,000		7,000		29,000
Other products		52,000		94,000		27,000		80,000
Corporate general		15,000		41,000		13,000		29,000
Total depreciation and amortization	$	77,000	$	163,000	$	47,000	$	138,000

Capital expenditures:
Security alarm products		—		260,000		—		—
Other products		—		—		16,000		130,000
Corporate general		16,000		81,000		10,000		16,000
Total capital expenditures	$	16,000	$	341,000	$	26,000	$	146,000

	January 31, 2018		April 30, 2017
Identifiable assets:
Security alarm products		4,424,000		3,180,000
Other products		2,371,000		1,517,000
Corporate general		34,773,000		33,767,000
Total assets	$	41,568,000	$	38,464,000

Note 6: Earnings per Share

Basic and diluted earnings per share, assuming convertible preferred stock was converted for each period presented, are:

	For the three months ended January 31, 2018
	Income		Shares		Per-share
	(Numerator)		(Denominator)		Amount
Net Income	$	791,000

Basic EPS	$	791,000		4,969,013	$	0.1592
Effect of dilutive securities:
Convertible preferred stock		0		20,500
Diluted EPS	$	791,000		4,989,513	$	0.1585

	For the nine months ended January 31, 2018
	Income		Shares		Per-share
	(Numerator)		(Denominator)		Amount
Net Income	$	2,032,000

Basic EPS	$	2,032,000		4,955,725	$	0.4100
Effect of dilutive securities:
Convertible preferred stock		0		20,500
Diluted EPS	$	2,032,000		4,976,225	$	0.4083

	For the three months ended January 31, 2017
	Income		Shares		Per-share
	(Numerator)		(Denominator)		Amount
Net Income	$	792,000

Basic EPS	$	792,000		4,945,972	$	0.1601
Effect of dilutive securities:
Convertible preferred stock		0		20,500
Diluted EPS	$	792,000		4,966,472	$	0.1595

	For the nine months ended January 31, 2017
	Income		Shares		Per-share
	(Numerator)		(Denominator)		Amount
Net Income	$	2,051,000
Basic EPS	$	2,051,000		4,996,453	$	0.4105
Effect of dilutive securities:
Convertible preferred stock		0		20,500
Diluted EPS	$	2,051,000		5,016,953	$	0.4088

Note 7: Retirement Benefit Plan

On January 1, 1998, the Company adopted the George Risk Industries, Inc. Retirement Savings Plan (the “Plan”). The Plan is a defined contribution savings plan designed to provide retirement income to eligible employees of the corporation. The Plan is intended to be qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Matching contributions by the Company of approximately $2,000 were paid during both the quarters ending January 31, 2018 and 2017, respectively. Likewise, the Company paid matching contributions of approximately $8,000 during the nine-month period ending January 31, 2018 and $7,000 during the corresponding period the prior fiscal year.

Note 8: Fair Value Measurements

Generally accepted accounting principles in the United States of America (US GAAP) defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The levels of the fair value hierarchy under US GAAP are described below:

	Level 1	Valuation is based upon quoted prices for identical instruments traded in active markets.

	Level 2	Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

	Level 3	Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Investments and Marketable Securities

As of January 31, 2018, our investments consisted of money markets, publicly traded equity securities, real estate investment trusts (REITS) as well as certain state and municipal debt securities and corporate bonds. Our marketable securities are valued using third-party broker statements. The value of the investments is derived from quoted market information. The inputs to the valuation are generally classified as Level 1 given the active market for these securities, however, if an active market does not exist, which is the case for municipal bonds and REITs, the inputs are recorded as Level 2.

Fair Value Hierarchy

The following tables set forth our assets and liabilities measured at fair value on a recurring basis and a non-recurring basis by level within the fair value hierarchy. As required by US GAAP, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Assets Measured at Fair Value on a Recurring Basis as of January 31, 2018
	Level 1		Level 2		Level 3		Total
Assets:
Municipal Bonds	$	-	$	5,831,000	$	-	$	5,831,000
Corporate Bonds	$	131,000	$	-	$	-	$	131,000
REITs	$	-	$	109,000	$	-	$	109,000
Equity Securities	$	20,361,000	$	-	$	-	$	20,361,000
Money Markets and CDs	$	1,064,000	$	-	$	-	$	1,064,000
Total fair value of assets measured on a recurring basis	$	21,556,000	$	5,940,000	$	-	$	27,496,000

	Assets Measured at Fair Value on a Recurring Basis as of April 30, 2017
	Level 1		Level 2		Level 3		Total
Assets:
Municipal Bonds	$	—	$	6,038,000	$	—	$	6,038,000
Corporate Bonds	$	130,000	$	—	$	—	$	130,000
REITs	$	—	$	76,000	$	—	$	76,000
Equity Securities	$	17,381,000	$	—	$	—	$	17,381,000
Money Markets and CDs	$	2,757,000	$	—	$	—	$	2,757,000
Total fair value of assets measured on a recurring basis	$	20,268,000	$	6,114,000	$	—	$	26,382,000

Note 9: Subsequent Events

None

GEORGE RISK INDUSTRIES, INC.

PART I. FINANCIAL INFORMATION

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

MANAGEMENT DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which are subject to the “safe harbor” created by those sections. Any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “expect,” “intend,” “believe,” “estimate,” “project” or “continue,” and the negatives of such terms are intended to identify forward-looking statements. The information included herein represents our estimates and assumptions as of the date of this filing. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

The following discussion should be read in conjunction with the attached condensed consolidated financial statements, and with the Company’s audited financial statements and discussion for the fiscal year ended April 30, 2017.

Executive Summary

The Company’s performance has remained steady through the three quarters, with increased sales, being offset by increased cost of sales, and greatly improved investment returns. This is due to the continuation of our quality USA made products with the ability for customization, our notable customer service, and the purchase of the assets of Labor Saving Devices, Inc. New challenges the Company has endured over the nine months of this fiscal year include the continuation of training of our new software system, learning and incorporating the Labor Saving Devices product line, and dealing with some shortages and defects of raw materials.

Results of Operations

	●	Net sales were $3,260,000 for the quarter ended January 31, 2018, which is a 23.25% increase from the corresponding quarter last year. Year-to-date net sales were $8,597,000 at January 31, 2018, which is a 4.92% increase from the same period last year. A significant part of growth in sales is a direct result of the asset purchase of Labor Saving Devices and having a new product line to sell as a result of the purchase. Also, our ongoing commitment to outstanding customer service and customization of products are a few of the many reasons sales remained steady over the years.

	●	Cost of goods sold was 56.0% of net sales for the quarter ended January 31, 2018 and was 46.4% for the same quarter last year. Year-to-date cost of goods sold percentages were 50.4% for the current nine months and 47.6% for the corresponding nine months last year, which is just slightly over the target of less than 50% for both the quarter and year-to-date results. There were some added expenses that were incurred with the purchase of Labor Saving Devices that happened during this quarter but they were “one time” expenses management expects the cost of goods sold percentage to fall to return to normal in the future.

	●	Operating expenses increased by $146,000 for the quarter and also increased by $118,000 for the nine-months ended January 31, 2018 as compared to the corresponding periods last year. These increased costs are primarily due to increased new product development, increased commissions, and additional training and maintenance fees on our new computer software

	●	Income from operations for the quarter ended January 31, 2018 was at $582,000 which is an 18.02% decrease from the corresponding quarter last year, which had income from operations of $710,000. Income from operations for the nine months ended January 31, 2018 was at $1,973,000, which is a 7.20% decrease from the corresponding nine months last year, which had income from operations of $2,126,000.

	●	Other income and expenses are up when comparing to the current quarter and nine-month periods the prior year, with an increase of $115,000 in the current quarter and an increase of $115,000 for the current year-to-date. The majority of activity in these accounts consists of investment interest, dividends, and gain or loss on sale of investments. With the continued growth in the performance of the stock market, decisions were made to sell holdings and take the realized gain and dividends and interest payments exceeded expectations and many of our holdings had additional and increased dividend payouts.

	●	Overall, net income for the quarter ended January 31, 2018 was down $1,000, or 0.13%, from the same quarter last year. Similarly, net income for the nine-month period ended January 31, 2018 was down $19,000, or 0.93%, from the same period in the prior year.

	●	Earnings per common share for quarter ended January 31, 2018 were $0.16 per share and $0.41 per share for the year-to-date numbers. EPS for the quarter and nine months ended January 31, 2017 were also $0.16 per share and $0.41 per share, respectively.

Liquidity and capital resources

Operating

	●	Net cash decreased $2,504,000 during the nine months ended January 31, 2018 as compared to an increase of $80,000 during the corresponding period last year. This is primarily due to the asset purchase of Labor Saving Devices, Inc., which was done without outside financing.

	●	Accounts receivable increased $636,000 for the nine months ended January 31, 2018 compared with a $163,000 decrease for the same period last year. The current year increase is a result of improved sales and collections on accounts receivable taking a bit longer than normal. Management believes that approximately $16,000 of accounts over 90 days have a possibility of being uncollectible.

	●	Inventories increased $1,291,000 during the current nine-month period as compared to an decrease of $426,000 last year, primarily due to the inventory purchased from Labor Saving Devices.

	●	Prepaid expenses saw a $359,000 increase for the current nine months, primarily due to the prepayment of inventory the Company purchases. Likewise, the prior nine months showed a $48,000 increase in prepaid expenses.

	●	Income tax overpayment for the nine months ended January 31, 2018 increased $221,000, as the overpayment also showed an increase of $43,000 for the same period the prior year. The main reason for the current increase is that the Company expects to generate additional income with the asset acquisition that happened earlier this fiscal year.

	●	Accounts payable shows increases for both nine-month periods at $239,000 and $20,000, respectively. The company strives to pay all invoices within terms, and the variance in increases is primarily due to the timing of receipt of products and payment of invoices.

	●	Accrued expenses decreased $127,000 for the current nine-month period as compared to a $72,000 decrease for the nine-month period ended January 31, 2017.

Investing

	●	As for our investment activities, the Company spent approximately $342,000 on acquisitions of property and equipment for the current nine-month period, in comparison with the corresponding nine months last year, where there was activity of $146,000.

	●	As a result of the asset acquisition of Labor Saving Devices, Inc. (“LSDI”), a net amount of $1,624,000 of intangible assets were bought, along with inventory and fixed assets. Since the acquisition took place in the current year, there was no cash towards this item for the same reporting period last year.

	●	Additionally, the Company continues to purchase marketable securities, which include municipal bonds and quality stocks. During the nine-month period ended January 31, 2018 there was quite a bit of buy/sell activity in the investment accounts. Net cash spent on purchases of marketable securities for the nine-month period ended January 31, 2018 was $653,000 compared to $668,000 spent in the prior nine-month period. We continue to use “money manager” accounts for most stock transactions. By doing this, the Company gives an independent third-party firm, who are experts in this field, permission to buy and sell stocks at will. The Company pays a quarterly service fee based on the value of the investments.

Financing

	●	The Company continues to purchase back common stock when the opportunity arises. For the nine-month period ended January 31, 2018, the Company purchased $3,000 worth of treasury stock. This is in comparison to $551,000 spent in the same nine months period the prior year.

	●	The company paid out dividends of $1,617,000 during the nine months ending January 31, 2018. These dividends were paid during the second quarter. The company declared a dividend of $0.36 per share of common stock on September 30, 2017 and these dividends were paid by October 31, 2017. As for the prior year numbers, dividend paid was $1,596,000 for the nine months ending January 31, 2017. A dividend of $0.35 per common share was declared and paid during the second fiscal quarter last year.

The following is a list of ratios to help analyze George Risk Industries’ performance:

	For the quarter ended
	January 31, 2018		January 31, 2017
Working capital (current assets – current liabilities)	$	36,407,000	$	34,041,000
Current ratio (current assets / current liabilities)		18.596		17.171
Quick ratio ((cash + investments + AR) / current liabilities)		16.394		15.773

New Product Development

The Company and its engineering department continue to develop enhancements to product lines, develop new products which complement existing products, and look for products that are well suited to our distribution network and manufacturing capabilities. Items currently in the development process include:

	●	A new face plate for our pool alarms is nearing completion. The innovative design is slim in style and will also allow the homeowner to change the plate to match their décor.

	●	An updated version of the pool access alarm is currently going through ETL testing. This next-generation model combines our battery operated DPA series with our hard wired 289 series. A variety of installation options will be available through jumper pin settings.

	●	The case for our CC15 is complete and has been submitted to U.L. for approval for the US and Canada. This will allow us to manufacture several different versions. One is a 15-amp version that would automatically turn on a whole room of lights. Another is a 220-volt version to be used in international markets.

	●	We continue to work on high security switches. We have a triple biased high security switch design nearly complete and an adjustable magnet design was completed for recessed mounting applications.

	●	We continue to research the possibilities of fuel level sensing and how that may also serve other agricultural based needs. Several companies from around the world have been looking for ways to secure fuel tanks and trucks. Our emphasis would be in ways to safely monitor fuel levels and report tampering.

	●	A new float water sensor is being developed that will monitor water levels in livestock tanks and sump pumps.

	●	Wireless technology is a main area of focus for product development. We are considering adding wireless technology to some of our current products. A wireless contact switch is in the final stages of development. Also, we are working on wireless versions of our Pool Alarm and environmental sensors that will be easy to install in current construction. We are also concentrating on making products compatible with Wi-Fi, smartphone technology and the increasing popular Z-Wave standard for wireless home automation.

	●	An updated version of our 200-36 & 4532 overhead door switch line up is nearing completion with the new aluminum cases presently on order. The modified versions, the 200-36UF and 4532UF, are being made as a universal fit switch. This will allow an installer to replace an existing switch without drilling new holes into the cement or adjusting the location. The modified case has an additional mounting hole along with reshaped mounting holes.

Other Information

In addition to researching and developing new products, management is always open to the possibility of acquiring a business or product line that would complement our existing operations. Due to the Company’s strong cash position, management believes this could be achieved without the need for outside financing. The intent is to utilize the equipment, marketing techniques and established customers to deliver new products and increase sales and profits.

There are no known seasonal trends with any of GRI’s products, since we sell to distributors and OEM manufacturers. Our products are tied to the housing industry and will fluctuate with building trends.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The objective of this update is to provide a robust framework for addressing revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance. This update is effective in annual reporting periods beginning after December 15, 2017 and the interim periods within that year. The Company is evaluating the impact of this update on the Company’s financial statements.

GEORGE RISK INDUSTRIES, INC.

PART I. FINANCIAL INFORMATION

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4. Controls and Procedures

Our management, under the supervision and with the participation of our chief executive officer (also working as our chief financial officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of January 31, 2018. Based on that evaluation, our chief executive officer (also working as our chief financial officer) concluded that the disclosure controls and procedures employed at the Company were not effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

We have taken measures to improve our disclosure controls and procedures. A new accounting professional was hired in October 2017 to fill the Controller position. Regarding this filing, more training will be required to fulfill disclosure control and procedure responsibilities, including review procedures for key accounting schedules and timely and proper documentation of material transactions and agreements. Until sufficient training has taken place of this new Controller, we believe this control deficiency represents material weaknesses in internal control over financial reporting.

Despite the material weaknesses in financial reporting noted above, we believe that our consolidated financial statements included in this report fairly present our financial position, results of operations and cash flows as of and for the periods presented in all material respects.

We are committed to the establishment of effective internal controls over financial reporting and will place emphasis on quarterly and year-end closing procedures, timely documentation and internal review of accounting and financial reporting consequences of material contracts and agreements, and enhanced review of all schedules and account analyses by experienced accounting department personnel or independent consultants.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during the fiscal quarter ended January 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

GEORGE RISK INDUSTRIES, INC.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable

Item 1A. Risk Factors

Not applicable.

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

The following table provides information relating to the Company’s repurchase of common stock for the third quarter of fiscal year 2018.

Period	Number of shares repurchased
November 1, 2017 – November 30, 2017		-0-
December 1, 2017 – December 31, 2017		-0-
January 1, 2018 – January 31, 2018		100

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits

	Exhibit No.		Description

	10.1		Material Contract – Purchase Agreement

	31.1		Certification of the Chief Executive Officer (Principal Financial and Accounting Officer), as required by Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1		Certification of the Chief Executive Officer (Principal Financial and Accounting Officer), as required by Section 906 of the Sarbanes-Oxley Act of 2002.

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 thereunto duly authorized.

	George Risk Industries, Inc.
	(Registrant)

Date March 16, 2018	By:	/s/ Stephanie M. Risk-McElroy
		Stephanie M. Risk-McElroy
		President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

by and among

GEORGE RISK INDUSTRIES, INC.,

LABOR SAVING DEVICES, INC.

and

ROY BOWLING

Dated October 10, 2017; Effective October 7, 2017

ASSET PURCHASE
AGREEMENT

THIS ASSET PURCHASE AGREEMENT (‘‘ Agreement ”) is entered into this 10th day of October 2017, effective October 7, 2017 (“ Effective Date ”) by and among George Risk Industries, Inc., a Colorado corporation (“ Buyer ”), Labor Saving Devices, Inc., a Colorado corporation (“ Seller ”), and Roy Bowling, an individual resident of the State of Colorado (“ Shareholder ”). Seller and Shareholder, collectively, are the “ Seller Parties .”

RECITALS

A. Seller owns that certain wire installation tool design and manufacturing business, serving the audio/visual, electrical, communications and security alarm markets, located at 5678 Eudora Street, Commerce City, Colorado 80022 (“ Target Business ”).

B. This Agreement contemplates a transaction in which Buyer will purchase from Seller substantially all of the assets of Seller used in the Target Business.

AGREEMENT

In consideration of the representations, warranties, and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS. Defined terms shall have the meanings set forth on Annex I .

2. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES.

a. Acquired Assets . Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, conveys and delivers to Buyer, free and clear of all liens or other encumbrances, all of Seller’s right, title and interest in and to all of the assets of Seller used in or relating to the Target Business (collectively, “ Acquired Assets ”), other than the Excluded Assets. Such Acquired Assets shall include, without limitation, the following assets:

	i.	all furniture, fixtures, equipment, supplies, inventory, forms, and other tangible personal property (“ FF&E and Inventory”) ;

	ii.	Seller’s telephone numbers, facsimile numbers, e-mail addresses, websites, domain names (including the URL), and social media accounts, including but not limited to Facebook, Twitter and Instagram (“ Phone and Social Media ”);

	iii.	all intellectual property of Seller used in or related to the Target Business, including but not limited to patents, licenses, trademarks and service marks, issued or pending, and any application contemplated, made or pending therefore (“ Patents and Trademarks ”);

	iv.	all right, title and interest in, to and under Seller’s contracts, agreements, licenses, maintenance agreements and other contracts used in or related to the Target Business (“ Contracts and individually, a Contract ”);

	v.	all books, records and other documents and information owned by or in possession of Seller relating to the Acquired Assets or the Target Business, including, without limitation, all proprietary information, all books, files, printed materials, purchase orders and invoices, all customer lists, all vendor lists, all correspondence, all mailing lists, all advertising, marketing and promotional materials, catalogues, brochures and responses thereto of every kind and nature (“ Books and Records ”); and

	vi.	all goodwill related to tangibles and intangibles that Seller uses in the conduct of the Target Business, and all rights to continue to use the Acquired Assets in the conduct of a going business (“ Goodwill ”).

b. Consents to Assignment . At or prior to Closing, Seller and Shareholder shall have taken all actions and executed all consents necessary to sell, transfer, assign, convey and deliver to Buyer all of the FF&E and Inventory, Phone and Social Media, Patents and Trademarks, Books and Records, Goodwill and Contracts. If the legal interest in any Contract cannot be sold, assigned, transferred or conveyed as of the Effective Date because any consents or approvals required for such transfer have not been obtained or waived, then the Closing shall proceed without the sale, assignment, transfer or conveyance of any such Contract. In the event that the Closing proceeds without the sale, assignment, transfer or conveyance of any Contract, Seller and Buyer shall use reasonable efforts to cooperate in obtaining the necessary consents or approvals to complete such transfers as soon as practicable following Closing, which transfers shall be completed at no additional out-of-pocket cost to Seller. Pending the assignments, conveyances and transfers referred to in this Section 2.b., Seller shall (i) hold any such non-assigned Contract for the benefit and at the risk of Buyer, (ii) remit as promptly as possible to Buyer any money paid thereunder to Seller net of costs incurred by Seller in connection therewith; and (iii) reasonably cooperate with Buyer in any lawful and reasonable arrangements designed to provide the benefits of ownership thereof to Buyer.

c. Excluded Assets . The Acquired Assets shall not include the following assets of the Seller (collectively, “ Excluded Assets ”):

	i.	all cash, cash equivalents, bank accounts and investments;

	ii.	accounts receivable (for the avoidance of doubt, accounts receivable generated by the Target Business from and after the Effective Date belong to Buyer);

	iii.	the articles of incorporation, taxpayer and other identification numbers, seals, minutes books, and other documents relating to the organization, maintenance, and existence of Seller, and all of Seller’s Tax records;

	iv.	any refunds or rights to refunds for periods before the Effective Date for any and all Taxes of Seller attributable to Seller’s pre-Effective Date operations;

	v.	all rights related to the attorney-client privilege, the attorney work-product doctrine or similar rights or privileges arising out of any of the transactions contemplated by this Agreement, including without limitation all communications from or to, and files maintained by or for, legal counsel (“ Privileged Information ”);

	vi.	Seller’s leasehold interest in the Business Location, including any security deposit;

	vii.	1999 Saab;

	viii.	Seller’s leasehold interest in the 2016 VW Tiguan; and

	ix.	Seller’s leasehold interests in all copiers and the check processing machine, postage meter and credit card processor.

d. Assumed Liabilities . At Closing, Buyer shall assume and become responsible for the payment, performance and satisfaction of Seller’s obligations that arise from and after the Effective Date under the Contracts listed on Schedule 2(d) (“ Assumed Liabilities ”). For the avoidance of doubt, Buyer shall not assume or otherwise be responsible for any other liability of Seller, and shall not assume or otherwise be responsible for any of Seller’s obligations relating to pre-Effective Date claims against Seller that are presented at or after Closing.

3. PURCHASE PRICE; CLOSING.

a. Purchase Price . In consideration for the Acquired Assets, Buyer shall pay to Seller Three Million Two Hundred Thousand and 00/100 Dollars ($3,200,000.00) (“ Purchase Price ”), payable as follows:

$3,000,000 of the Purchase Price shall be paid to Seller by Buyer in cash (“ Cash Consideration ”) via wire transfer of immediately available funds in two installments:

	A.	$1,000,000 paid on the Closing Date; and

	B.	$2,000,000 (“ Final Payment ”) to be paid on the “Transfer Date” as such term is defined in the Transition Services Agreement.

ii.

$200,000 of the Purchase Price shall be paid to Seller by Buyer at Closing in 24,097 Buyer Shares (“ Stock Consideration ”) delivered to Buyer within two business days of the Transfer Date.

4.	The Final Payment shall not accrue interest if paid when due; if not paid when due, the Final Payment shall bear interest at a rate of twelve percent (12%) per annum from the Closing Date until paid in full.

a. Reimbursement of Deposits . At Closing Buyer shall reimburse Seller for the deposits and prepaid expenses itemized on Schedule 3(b) by wire transfer of immediately available funds on the Closing Date.

b. Closing . The closing of the transactions contemplated by this Agreement (“ Closing ”) shall take place via exchange of electronic documents simultaneously with the execution and delivery hereof on October 10, 2017 (“ Closing Date ”), to be effective as of 12:01 a.m. on the Effective Date.

c. Deliveries of Seller at Closing . At Closing, Seller shall deliver to Buyer:

	i.	a general bill of sale in substantially the same form attached hereto as Exhibit B, executed by Seller;

	ii.	an assignment and assumption agreement in substantially the same form attached hereto as Exhibit C (“ Assignment Agreement ”), executed by Seller;

	iii.	an assignment of trademarks in substantially the same form attached hereto as Exhibit D (“ Trademark Assignment Agreement ”), executed by Seller;

	iv.	an assignment of patents in substantially the same form attached hereto as Exhibit E (“ Patent Assignment Agreement ”), executed by Seller;

	v.	a transition services agreement in substantially the same form attached hereto as Exhibit F (“ Transition Services Agreement ”), executed by Seller;

	vi.	minutes of Seller authorizing the transactions contemplated herein;

	vii.	a certificate of good standing for Seller from the State of Colorado;

	viii.	a Shareholder consent to the transactions contemplated herein; and

	ix.	such other instruments of sale, transfer, conveyance, assignment and assumption as Buyer and its counsel may reasonably request.

d. Deliveries of Buyer at Closing . At Closing, Buyer shall deliver to Seller:

	i.	$1,000,000;

	ii.	the deposit reimbursement pursuant to Section 3.b, above

	iii.	the Assignment Agreement, executed by Buyer;

	iv.	the Trademark Assignment Agreement, executed by Buyer;

	v.	the Patent Assignment Agreement, executed by Buyer;

	vi.	the Transition Services Agreement, executed by Buyer;

	vii.	minutes of Buyer authorizing the transactions contemplated herein; and

	viii.	such other instruments of sale, transfer, conveyance, assignment and assumption as Seller and its counsel may reasonably request.

e. Purchase Price Allocation . Exhibit A sets forth the allocation of the Purchase Price for Tax purposes, as determined by Buyer. Buyer and Seller shall each report the federal, state and local income and other Tax consequences of the purchase and sale contemplated hereby in a manner consistent with such allocation, and neither will take any position inconsistent with such allocation.

5. SELLER’S REPRESENTATIONS AND WARRANTIES. Seller and Shareholder represent and warrant to Buyer that the statements contained in this Section 4 are correct and complete as of the Effective Date:

a. Organization of Seller . Seller is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Colorado.

b. Ownership . Shareholder is the sole shareholder of Seller.

c. Authorization of Transaction . Seller has the full power and authority to execute and deliver this Agreement and all other certificates, documents and agreements contemplated hereby and to perform its obligations hereunder and thereunder.

d. Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller or Shareholder is subject or any provision of the articles of incorporation of Seller. Neither Seller nor Shareholder need, or are otherwise obligated, to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the parties to consummate the transactions contemplated by this Agreement.

e. Broker’s Fees . Seller has no liability or obligation to pay any broker’s, finder’s or financial advisor’s fee in connection with this Agreement.

f. Title to Assets . Except as set forth on Schedule 4(f) , Seller has good and marketable title to, or a valid leasehold interest in, the Acquired Assets free and clear of any claim of ownership by a third party, mortgage, pledge, lien, encumbrance, charge, or other security interest, purchase money lien or lien securing rental or lease payments under any lease or capital lease arrangements.

g. Subsidiaries . Seller has no subsidiaries.

h. Financial Statements .

Schedule 4(h) sets forth the following financial statements (collectively, the “ Financial Statements ”):

	A.	Unaudited balance sheet and statement of income of Seller as of and for the fiscal year ended December 31, 2016; and

	B.	Unaudited balance sheet and statement of income of Seller as of and for the six month-period ended June 30, 2017.

ii.

The Financial Statements fairly present the financial condition of Seller and the results of its operation for the periods covered thereby, and were prepared in accordance with the books and records of Seller, which books and records are correct and complete in all material respects and have been prepared in accordance with the method of accounting used by Seller for federal income tax purposes consistently applied.

i. Undisclosed Liabilities . Seller does not have any material liability (and to Seller’s Knowledge there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against it giving rise to any material liability), in excess of $1,000, except for liabilities set forth within the Financial Statements.

j. Legal Compliance . Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and non-U.S. governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against Seller alleging any failure so to comply.

k. Tax Matters .

	i.	Seller has filed all Tax Returns that it was required to file. All such Tax Returns were correct and complete in all material respects. All Taxes owed by Seller (whether or not shown on any Tax Return) have been paid. Seller has filed an extension for its 2016 income tax return; otherwise, Seller is not the beneficiary of any other extensions of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of the Seller that arose in connection with any failure (or alleged failure) to pay any Tax.

	ii.	Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

l. Real Property . Seller does not own any real property. Seller does not lease or otherwise occupy any real property other than the Business Location.

m. Intellectual Property . To Seller’s Knowledge, Seller has not interfered with, infringed upon, misappropriated, or violated any material intellectual property rights of third parties in any material respect. Within the past six (6) years, Seller has never received any written charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim it must license or refrain from using any intellectual property rights of any third party). To Seller’s Knowledge, within the past six (6) years no third party has interfered with, infringed upon, misappropriated, or violated any material intellectual property rights of Seller in any material respect except as listed on Schedule 4(m) .

n. Tangible Assets . Seller owns or leases all machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with Seller’s normal practice, is operating, and is suitable for the purposes for which it presently is used. Seller owns all of the Acquired Assets; none of the Acquired Assets are leased.

o. Contracts . Except as set forth on Schedule 4(o) , Seller is not a party to any agreement (or group of related agreements) related to the Target Business or Acquired Assets involving payments in excess of $10,000 per annum or that is not cancelable, without penalty, on 30 days’ notice or less.

p. Insurance . Seller shall maintain its existing insurance in full force and effect through the Closing Date. In the three (3) years prior to the Effective Date: (i) Seller has not received notice of default, cancellation, or termination with respect to any of its existing insurance policies; and (ii) Seller has not been refused any insurance, nor has coverage been reduced, with respect to any aspect of its operations. There are no pending or, to Seller’s Knowledge, threatened disputes relating to coverage or other disputed claims under any of Seller’s insurance policies.

q. Litigation . Neither Seller nor Shareholder is (i) subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) a party, or to Seller’s and Shareholder’s Knowledge, is threatened to be made a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator.

r. Employee Matters . Seller is not a party to nor bound by any collective bargaining agreement. As of the Closing Date, Seller will have paid to its employees all wages, bonuses, commissions, and other benefits and sums due or accrued to such employees under Seller’s benefit plans, and there are no oral or written promises to any employee except those that Seller has specifically disclosed in writing.

6. BUYER’S REPRESENTATIONS AND WARRANTIES . Buyer represents and warrants to Seller that the statements contained in this Section 5 are correct and complete as of the Effective Date:

a. Organization of Seller . Buyer is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Colorado.

b. Authorization of Transaction . Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

c. Broker’s Fees . Buyer is not a party to any contract to pay any broker’s, finder’s or financial advisor’s fee in connection with this Agreement.

d. Stock Consideration . The Buyer Shares included in the Stock Consideration and issued to Seller are fully paid up and have been properly allotted and their issuance at Closing will not result in any breach by Buyer of its articles of incorporation or bylaws or any agreement or applicable law. At Closing, such Buyer Shares will be registered in compliance with all applicable laws and freely trading. There is no restriction on the transfer of the Stock Consideration to, or by, Seller, except as set forth in Section 8(h) below. The July 31, 2017 balance sheet provided to Seller and the number of Buyer’s issued and outstanding common and convertible preferred shares on a fully converted basis on July 31, 2017 provided to Seller are true, complete and accurate.

7. SELLER EMPLOYEES. Seller shall assist Buyer in identifying those employees of Seller who may be interested in employment with Buyer. Buyer acknowledges that there is no representation in this Agreement regarding suitability or availability of any person for employment by Buyer or condition that any of Seller’s employees agree to employment with Buyer as a condition to Closing.

8. CONDITIONS TO CLOSE. Intentionally deleted .

9. POST-CLOSING COVENANTS . The parties agree as follows with respect to the period following the Effective Date:

a. General . The parties agree to take any further action necessary to carry out the purposes of this Agreement (including the execution and delivery of any further instruments and documents) as any other party reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefor under Section 9 below). Seller acknowledges and agrees that from and after Closing Buyer will be entitled to possession of all documents, books, records (excluding Tax records), agreements, and financial data of any sort relating to the Acquired Assets.

b. Confidentiality . All information and documents relating to the Target Business that is not generally known to the general public by proper means, including client lists, information pertaining to referral sources, price lists and business and marketing strategies, constitute confidential information that is being sold to Buyer, and are and shall remain the exclusive property of Buyer. Each of the Seller Parties agrees that he or it shall not use or disclose to others during the term of this Agreement or any time thereafter any confidential information. For the avoidance of doubt, the terms of this Agreement constitute confidential information.

c. Transition Services . The Transition Services Agreement to be executed and delivered at Closing provides certain terms and conditions regarding the operation of the Target Business after the Effective Date. Transition Services includes the delivery of all Acquired Assets to Kimball at Seller’s expense. The covenants of the Transition Service Agreement are incorporated in this Agreement by this reference.

d. Covenant Not to Compete . Each of the Seller Parties, and any employee owning stock, covenants and agrees, for good and valuable consideration, that, until the expiration of five (5) years from the Effective Date, he or it will not directly or indirectly – as an owner, director, officer, employee, consultant, or in any other manner or capacity whatsoever – engage in a business directly competitive with the Target Business in the States of Colorado or Nebraska. Each of the Seller Parties agrees that this covenant is reasonable with respect to its duration, geographical area, and proscription. The Seller Parties further agree that damages cannot reasonably compensate the Buyer in the event of a violation of this Covenant not to Compete, and that it would be difficult to ascertain the Buyer’s damages, and that the Seller Parties agree injunctive relief is essential for the protection of the Buyer. Breach of this Covenant not to Compete shall entitle Buyer to ex parte entry of a temporary restraining order, as well as preliminary and permanent injunctive relief, without necessity of posting bond or other security, in addition to all other damages and remedies available, including reasonable attorney fees and costs for the seeking of injunctive relief . Notwithstanding the foregoing, Seller Parties’ ownership of less than 3% of the outstanding stock of any publicly-traded corporation shall not be deemed to be a violation of the covenants in this Section.

e. Sale of Name . Buyer will be acquiring all of Seller’s rights in Seller’s legal and trade names as part of the Acquired Assets, and the Seller Parties hereby consent to Buyer’s use of such names after the Closing. Within fourteen (14) days after the Closing, Seller shall amend its Articles of Incorporation and take all such other actions as are necessary or otherwise reasonably requested by Buyer to allow Buyer full rights in such names.

f. Privileged Information . The parties acknowledge that Seller may not be able to remove all of the Privileged Information from Seller’s computer systems, servers, backup tapes or other media (collectively, “ Computer Systems ”) prior to Closing. From and after the Effective Date, Buyer shall not access any Privileged Information, even though the Computer Systems are Acquired Assets. If Buyer discovers Privileged Information in the Computer System, it shall notify Seller and follow Seller’s instructions to transfer and/or delete the same.

g. Transfer Taxes . All transfer, documentary, sales, use, stamp, registration and other similar Taxes and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement shall be paid by Buyer, when due. Buyer shall, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges. If required by applicable law, the parties will join in the execution of any such Tax Returns and other documentation.

h. Call Right . Upon Shareholder’s death, Buyer shall have the right (“ Call Right ”) to cause Seller and Shareholder’s estate to sell to Buyer all, but not less than all, of any Buyer Shares included in the Stock Consideration that were owned by either of them at the date of Shareholder’s death. The per share purchase price for the Call Right shall be determined at the average daily closing price of Buyer’s common stock over a three-month period ending on the day before the date of Shareholder’s death. If Buyer elects to exercise the Call Right, Buyer must exercise the Call Right within sixty (60) days of receiving notice of Shareholder’s death.

i. Right of First Offer . If Seller or Owner (for purposes of this Section 8(i), “ Transferor ”) desires to sell, hypothecate, pledge, or assign (collectively, “ Transfer ”) all or any portion of the Stock Consideration (the “ Transferor Interest ”) other than in a “Related Party Transfer”, the Transferor shall notify Buyer in writing of that desire (the “ Transferor Notice ”). “ Related Party Transfer” means any Transfer between Seller and Owner, any Transfers by Owner or his estate upon or following Owner’s death to one or more of his heirs or a trust for the benefit of one or more of his heirs, or Transfers during Owner’s life to a trust for the benefit of one or more of his heirs. For the avoidance of doubt, Buyer Shares other than the Stock Consideration now or hereafter owned directly or indirectly by Owner are not subject to this Section 8(i). Additionally, the following Transfers of any portion of the Stock Consideration shall be exempt from the requirements of this Section 8(i) (collectively, the “ Exempt Transfers ”):

	i.	Transfers to Buyer, whether pursuant to the call right in Section 8(h) or otherwise;

	ii.	Transfers to officers or directors of Buyer;

	iii.	Transfers of the Stock Consideration in conjunction with Owner’s sale of all, or substantially all, Buyer Shares owned directly or indirectly by Owner;

	iv.	Transfer to a buyer, or group of related buyers, who has made an offer to purchase Buyer Shares from shareholders holding ten percent (10%) or more of the Buyer Shares; or

	v.	Transfers made within five (5) business days of Buyer’s public announcement of material adverse information about the Buyer, its business, or its prospects.

The Transfer Notice shall describe (i) the number of such shares of the Stock Consideration to be offered and (ii) the price upon which the Transferor proposes to offer such securities. Buyer shall have the option to purchase (the “ Purchase Option ”) the Transferor Interest for the purchase price set forth in the Transferor Notice (“ RFO Purchase Price ”). The Purchase Option shall be and remain irrevocable to Buyer for a period (the “ Buyer Transfer Period ”) ending 72 hours after the time Transferor emails the Transfer Notice to Stephanie Risk-McElroy at Stephanie.risk-mcelroy@grisk.com. For the avoidance of doubt, the notice provisions of Section 10(e) are not applicable to Transferor Notice under this Section 8(i). If Buyer desires to exercise the Purchase Option, Buyer shall give Transferor an “ Acceptance Notice ”, which election when made shall be binding and irrevocable on Buyer. The Acceptance Notice shall fix a closing date (the “ Transfer Closing Date ”) for the purchase, which shall not be earlier than five (5) or more than ten (10) days after the expiration of the Buyer Transfer Period. If the Buyer gives an Acceptance Notice, the RFO Purchase Price shall be paid to Transferor on the Transfer Closing Date in immediately available funds and the Transferor shall execute and deliver to the Buyer those assignments and other instruments as may be reasonably required to vest in the Buyer all right, title, and interest in and to the Transferor Interest, free and clear of all liens and encumbrances. If Buyer does not give an Acceptance Notice within the Buyer Transfer Period, Transferor shall be free to Transfer the Transferor Interest for a period of thirty (30) days following the end of the Buyer Transfer Period to any person for any price equal to or greater than the RFO Price. If Buyer gives an Acceptance Notice within the Buyer Transfer Period, but does not close the purchase by the Transfer Closing Date, then in addition to such other remedies as Transferor may have in law or equity, Transferor may Transfer the Transferor Interest to any person for any price at any time. The requirements of this Section 8(i) shall terminate upon any Transfer of a Transferor Interest other than a Related Party Transfer made in compliance with this Section 8(i). For the avoidance of doubt, the portion of the Stock Consideration transferred in an Exempt Transfer shall thereafter be free of the requirements of this Section 8(i).

10. INDEMNIFICATION.

a. Survival of Representations and Warranties . All of the representations and warranties and indemnification obligations of the parties contained in this Agreement shall survive the Closing hereunder and shall continue in full force and effect from the Effective Date for a period terminating eighteen (18) months following the Effective Date.

b. Indemnification Provisions for Benefit of Buyer .

	i.	In the event Seller or Shareholder breaches any of its representations, warranties or covenants herein, including and provided Buyer makes a written claim for indemnification against Seller or Shareholder within the applicable survival period, then Seller Parties, jointly and severally, shall indemnify and hold harmless Buyer from and against any Adverse Consequences Buyer may suffer as a result of the breach through and after the date of the claim for indemnification. Any written claim for indemnification made under this Section 9(b)(i) shall be specific as to the representation, warranty, or covenant allegedly breached and shall include reasonable supporting documentation. Except for fraud, the indemnification provided in this Section 9(b) shall be the sole and exclusive remedy available to Buyer against Seller Parties for any claim arising out of events prior to the Effective Date or a breach or alleged breach of this Agreement.

	ii.	Seller Parties shall have no obligation to indemnify Buyer from and against any Adverse Consequences arising from a breach of representation or warranty until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of an aggregate deductible equal to one percent (1%) of the Purchase Price (“ Basket ”), in which event Seller Parties will be obligated to indemnify Buyer, and Buyer may assert its right to indemnification hereunder, only with respect to such Adverse Consequences that are more than the Basket.

	iii.	Seller Parties’ aggregate liability to indemnify Buyer from and against Adverse Consequences arising from a breach of representation or warranty shall not exceed twenty percent (20%) of the Purchase Price, except in the case of Adverse Consequences directly related to a breach of Seller’s Fundamental Representations. Seller Parties’ aggregate liability to indemnify Buyer from and against Adverse Consequences directly related to a breach of Seller’s Fundamental Representations or arising from a breach of a covenant shall not exceed an amount equal to the Purchase Price less any other indemnification obligations of Seller hereunder.

c. Indemnification Provisions for Benefit of Seller . In the event Buyer breaches any of its representations, warranties, and covenants herein, and provided Seller makes a written claim for indemnification against Buyer within the applicable survival period, then Buyer shall indemnify and hold harmless Seller from and against the entirety of any Adverse Consequences Seller may suffer as a result of the breach through and after the date of the claim for indemnification. Any written claim for indemnification made under this Section 9(b)(i) shall be specific as to the representation or warranty allegedly breached and shall include reasonable supporting documentation.

d. Matters Involving Third Parties .

	i.	If any third party shall notify any party (the “ Indemnified Party ”) with respect to any matter (a “ Third Party Claim ”) which may give rise to a claim for indemnification against another party (the “ Indemnifying Party ”) under this Section 9, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.

	ii.	Any Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co- counsel at its sole cost and expense and participate in the defense of the Third Party Claim.

	iii.	So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 9(d)(ii) above, (1) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party, and (2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably).

	iv.	In the event the Indemnifying Party does not assume and conduct the defense of the Third Party Claim in accordance with Section 9(d)(ii) above, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (B) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

e. No Other Indemnification . The foregoing indemnification provisions are the exclusive remedies for any breach of the terms of this Agreement.

11. MISCELLANEOUS.

a. No Third-Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

b. Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

c. Counterparts . This Agreement may be executed in one or more counterparts (including by means of electronic mail), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

d. Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

e. Notices . All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iii) four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

If to Seller or Shareholder :

Roy Bowling

4219 Smith Hill Road

Black Hawk, CO 80422

With a copy to :

Minor & Brown, P.C.

650 S. Cherry Street, Suite 1100

Denver, Colorado 80246

Attn: Jim Thomas

If to Buyer :

George Risk Industries, Inc.

802 S. Elm Street

Kimball, Nebraska 69145

Attn: Stephanie M. Risk-McElroy

With a copy to:

Eric R. Jonsen

555 Eldorado Boulevard

Suite 200

Broomfield, Colorado 80021

erjonsen@jonsen.net

Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

f. Governing Law . This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Colorado without giving effect to any choice or conflict of law provisions.

g. Amendments and Waivers . No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer and Seller. No waiver by any party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such default, misrepresentation, or breach of warranty or covenant.

h. Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

i. Expenses . Buyer and Seller and Shareholder shall each bear its or his own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

j. Construction . The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “ including ” shall mean including without limitation.

k. Incorporation . The Annex, Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

l. Litigation . The parties agree to jurisdiction and venue in the state or federal court, State of Colorado.

m. Attorneys’ Fees . If any party shall commence any action or proceeding against another party in order to enforce the provisions hereof, or to recover damages as the result of the alleged breach of any of the provisions hereof, the prevailing party therein shall be entitled to recover all reasonable costs incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees.

n. Entire Agreement . This Agreement (including the documents referred to herein) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they relate in any way to the subject matter hereof.

[ Remainder of page intentionally left blank – signature page follows ]

IN WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement as of October 10, 2017.

BUYER:		SELLER:

George Risk Industries, Inc.,		Labor Saving Devices, Inc.,
a Colorado corporation		a Colorado corporation

By:	/s/ Stephanie M. Risk-McElroy	By:	/s/ Roy Bowling
Name:	Stephanie M. Risk-McElroy	Name:	Roy Bowling
Title:	President	Title:	Chairman

		SHAREHOLDER:

		/s/ Roy Bowling
		Roy Bowling

ANNEX I

Definitions

“ Acquired Assets ” has the meaning set forth in Section 2(a) , and consists of all inventory, all sales and marketing material and displays, finished inventory, manufacturing equipment, tools, raw materials, orders on hand, sales records, account and customer lists, books and records relating to sales.

“ Adverse Consequences ” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and attorneys’ fees and expenses.

“ Agreement ” has the meaning set forth in the preamble.

“ Assignment Agreement ” has the meaning set forth in Section 3(d)(ii) .

“ Assumed Liabilities ” has the meaning set forth in Section 2(d) .

“ Basket ” has the meaning set forth in Section 9(b)(ii) .

“ Business Location ” means 5678 Eudora Street, Commerce City, Colorado 80022.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Shares ” means fully paid Class A common shares in Buyer which are registered for trading on the OTC Marketplace (ticker symbol RSKIA).

“ Call Right ” has the meaning set forth in Section 8(h) .

“ Cash Consideration ” has the meaning set forth in Section 3(a)(i) .

“ Closing ” has the meaning set forth in Section 3(c) .

“ Closing Date ” has the meaning set forth in Section 3(c) .

“ Computer Systems ” has the meaning set forth in Section 8(f) .

“ Contracts ” has the meaning set forth in Section 2(a)(iv) .

“ Effective Date ” has the meaning set forth in the preamble.

“ Excluded Assets ” has the meaning set forth in Section 2(vi) .

“ Financial Statements ” has the meaning set forth in Section 4(h)(i) .

“ Indemnified Party ” has the meaning set forth in Section 9(d)(i) .

“ Indemnifying Party ” has the meaning set forth in Section 9(d)(i) .

“ Patent Assignment Agreement ” has the meaning set forth in Section 3(d)(iv) .

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

“ Privileged Information ” has the meaning set forth in Section 2(vi)(v) .

“ Seller ” has the meaning set forth in the preamble.

“ Seller Parties ” has the meaning set forth in the preamble.

“ Seller’s Fundamental Representations ” means Seller’s representations and warranties set forth in the following sections: Section 4(a) Organization of Seller ; Section 4(b) Ownership ; Section 4(c) Authorization of Transaction ; Section 4(e) Broker’s Fees ; Section 4(f) Title to Assets ; and Section 4(k) Tax Matters.

“ Seller’s Knowledge ” means all information that is actually known by Shareholder or David Morgan.

“ Shareholder ” has the meaning set forth in the preamble.

“ Stock Consideration ” has the meaning set forth in Section 3(a)(ii) .

“ Target Business ” has the meaning set forth in Recital A.

“ Tax ” or “ Taxes ” means any federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under I.R.C. §59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“ Tax Return ” means any return (including any information return), report, statement, schedule, notice, form, estimate or declaration of estimated tax relating to or required to be filed with any governmental authority in connection with the determination, assessment, collection or payment of any Tax.

“ Third Party Claim ” has the meaning set forth in Section 9(d)(i) .

“ Trademark Assignment Agreement ” has the meaning set forth in Section 3(d)(iii) .

“ Transition Services Agreement ” has the meaning set forth in Section 3(d)(v) .

Exhibit 31.1

CERTIFICATION OF STEPHANIE M. RISK-MCELROY, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephanie M. Risk-McElroy, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of George Risk Industries, Inc.;

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

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

(4) The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s first fiscal quarter in the case of this quarterly report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

(5) The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

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

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

Date: March 16, 2018

By:	/s/ Stephanie M. Risk-McElroy
	Stephanie M. Risk-McElroy
	Chief Executive Officer and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephanie M. Risk-McElroy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report of George Risk Industries, Inc. on Form 10-Q dated January 31, 2018 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of George Risk Industries, Inc.

Date: March 16, 2018	By:	/s/ Stephanie M. Risk-McElroy
		Stephanie M. Risk-McElroy
		President and Chief Executive and Financial
		Officer