Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Nexus Enterprise Solutions, Inc. | Financial_Report.xls |
| EX-31.1 - EXHIBIT 31.1 - Nexus Enterprise Solutions, Inc. | ex31_1.htm |
| EX-32.2 - EXHIBIT 32.2 - Nexus Enterprise Solutions, Inc. | ex32_2.htm |
| EX-32.1 - EXHIBIT 32.1 - Nexus Enterprise Solutions, Inc. | ex32_1.htm |
| EX-31.2 - EXHIBIT 31.2 - Nexus Enterprise Solutions, Inc. | ex31_2.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 2014
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 333-184832
NEXUS ENTERPRISE SOLUTIONS, INC.
(Exact Name of Small Business Issuer as specified in its charter)
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Wyoming
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45-2477894
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(State or other jurisdiction)
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(IRS Employer File Number)
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5340 N. Federal Highway
Suite 206
Lighthouse Point, FL
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33064 |
| (Address of principal executive offices) | (zip code) |
(561)-767-4346
(Registrant's telephone number, including area code)Indicate by check mark whether the registrant: (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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No þ
As of August 12, 2014, registrant had outstanding 18,507,144 shares of the registrant's common stock.
FORM 10-Q
NEXUS ENTERPRISE SOLUTIONS, INC.
TABLE OF CONTENTS
| PART I FINANCIAL INFORMATION | Page | |
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Item 1.
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Financial Statements for the three and six months ended June 30, 2014
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Balance Sheets (Unaudited)
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3
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Statements of Operations (Unaudited)
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4
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Statements of Cash Flows (Unaudited)
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5
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Notes to Unaudited Financial Statements
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6
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Item 2.
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Management’s Discussion and Analysis and Plan of Operation
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8
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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10
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Item 4.
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Controls and Procedures
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11
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Item 4T.
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Controls and Procedures
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11
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PART II OTHER INFORMATION
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Item 1.
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Legal Proceedings
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11
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Item 1A.
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Risk Factors
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11
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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11
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Item 3.
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Defaults Upon Senior Securities
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11
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Item 4.
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Mine Safety Disclosures
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11
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Item 5.
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Other Information
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11
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Item 6.
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Exhibits
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12
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Signatures
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13
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- 2 -
PART I FINANCIAL INFORMATION
References in this document to "us," "we," or "Company" refer to Nexus Enterprise Solutions, Inc.
ITEM 1. FINANCIAL STATEMENTS
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Balance Sheets
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(Unaudited)
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June 30,
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December 31,
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2014
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2013
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ASSETS
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CURRENT ASSETS
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Cash
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$ | 20,411 | $ | 23,013 | ||||
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Prepaid expenses
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4,340 | 15,250 | ||||||
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Accounts receivable, net of allowance for doubtful accounts
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190,983 | 226,512 | ||||||
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Total Current Assets
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215,734 | 264,775 | ||||||
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Property and equipment, net of accumulated depreciation
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871 | 1,047 | ||||||
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Intangible assets
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275,000 | 275,000 | ||||||
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TOTAL ASSETS
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$ | 491,605 | $ | 540,822 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ | 251,346 | $ | 221,692 | ||||
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Accrued expenses to related parties
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181,076 | 179,954 | ||||||
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Notes payable
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60,500 | 81,000 | ||||||
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Convertible note payable
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105,000 | - | ||||||
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Notes payable to related parties
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127,485 | 127,485 | ||||||
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Total Current Liabilities
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725,407 | 610,131 | ||||||
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Long-term portion of convertible note payable
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282,000 | - | ||||||
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Long-term portion of notes payable
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- | 15,000 | ||||||
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TOTAL LIABILITIES
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1,007,407 | 625,131 | ||||||
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STOCKHOLDERS' DEFICIT
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Preferred stock, 10,000,000 shares authorized,
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no par value, no shares issued and outstanding.
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- | - | ||||||
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Common stock, 500,000,000 shares authorized; $.001 par
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value, 18,507,144 and 19,966,648 shares issued and
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outstanding, respectively
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18,507 | 19,967 | ||||||
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Additional paid-in capital
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1,472,163 | 1,807,570 | ||||||
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Accumulated deficit
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(2,006,472 | ) | (1,911,846 | ) | ||||
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Total Stockholders' Deficit
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(515,802 | ) | (84,309 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 491,605 | $ | 540,822 | ||||
The accompanying notes are an integral part of these unaudited financial statements
- 3 -
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Statements of Operations
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(Unaudited)
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2014
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2013
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2014
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2013
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REVENUES
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$ | 380,168 | $ | 636,964 | $ | 627,189 | $ | 1,192,940 | ||||||||
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COST OF SALES
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229,662 | 412,407 | 386,689 | 795,057 | ||||||||||||
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GROSS PROFIT
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150,506 | 224,557 | 240,500 | 397,883 | ||||||||||||
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OPERATING EXPENSES
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General and administrative
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43,967 | 61,096 | 81,398 | 96,960 | ||||||||||||
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Research and development
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- | 10,713 | - | 75,713 | ||||||||||||
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Consulting and professional fees
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116,616 | 114,694 | 252,606 | 214,778 | ||||||||||||
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Total Operating Expenses
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160,583 | 186,503 | 334,004 | 387,451 | ||||||||||||
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(LOSS) INCOME FROM OPERATIONS
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(10,077 | ) | 38,054 | (93,504 | ) | 10,432 | ||||||||||
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OTHER EXPENSES
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Interest expense
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(561 | ) | (561 | ) | (1,122 | ) | (1,122 | ) | ||||||||
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NET (LOSS) INCOME
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$ | (10,638 | ) | $ | 37,493 | $ | (94,626 | ) | $ | 9,310 | ||||||
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NET (LOSS) INCOME PER COMMON SHARE -
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BASIC AND DILUTED
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$ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | 0.00 | ||||||
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WEIGHTED AVERAGE NUMBER OF COMMON
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SHARES OUTSTANDING -
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BASIC AND DILUTED
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19,533,608 | 19,186,648 | 19,748,932 | 19,186,648 | ||||||||||||
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The accompanying notes are an integral part of these unaudited financial statements
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Statements of Cash Flows
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(Unaudited)
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Six Months Ended
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June 30,
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2014
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2013
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OPERATING ACTIVITIES
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Net (loss) income
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$ | (94,626 | ) | $ | 9,310 | |||
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Adjustments to reconcile net (loss) income to net cash used in
operating activities:
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Stock-based compensation
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20,007 | 22,803 | ||||||
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Bad debt expense
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- | 32,939 | ||||||
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Depreciation expense
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176 | 175 | ||||||
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Changes in operating assets and liabilities:
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Accounts receivable
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35,529 | (335,850 | ) | |||||
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Prepaid expenses
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10,910 | - | ||||||
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Accounts payable
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29,654 | 225,357 | ||||||
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Accrued expenses to related parties
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1,122 | 1,122 | ||||||
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Net Cash Provided by (Used in) Operating Activities
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2,772 | (44,144 | ) | |||||
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FINANCING ACTIVITIES
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Proceeds from convertible note payable
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387,000 | - | ||||||
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Repayment of notes payable
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(35,500 | ) | (17,500 | ) | ||||
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Cash paid for repurchase and cancellation of common stock
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(356,874 | ) | - | |||||
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Net Cash Used In Financing Activities
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(5,374 | ) | (17,500 | ) | ||||
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NET DECREASE IN CASH
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(2,602 | ) | (61,644 | ) | ||||
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CASH AT BEGINNING OF PERIOD
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23,013 | 62,214 | ||||||
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CASH AT END OF PERIOD
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$ | 20,411 | $ | 570 | ||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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CASH PAID FOR:
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Interest
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$ | - | $ | - | ||||
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Income taxes
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- | - | ||||||
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NON CASH FINANCING ACTIVITIES
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Reclassification of deposits to intangible assets
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$ | - | $ | 125,000 | ||||
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Addition to intangible assets with debt
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- | 150,000 | ||||||
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The accompanying notes are an integral part of these unaudited financial statements.
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NEXUS ENTERPRISE SOLUTIONS, INC.
Notes to the Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The unaudited interim financial statements of Nexus Enterprise Solutions, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented herein. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the six month period ended June 30, 2014 are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2014. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2013.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has generated recurring net losses since inception and has a working capital deficit of $509,673 and an accumulated deficit of $2,006,472 as of June 30, 2014. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the private placement of its common stock. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 –PAYABLES TO RELATED PARTIES
As of June 30, 2014 and December 31, 2013 the balance of accrued expenses to related parties, which consists of accrued interest and accrued payroll, was $181,076 and $179,954, respectively. At June 30, 2014 and December 31, 2013, the accrued interest on the outstanding notes payable to related parties was $63,076 and $61,954, respectively. The outstanding balance of accrued payroll to officers was $118,000 as of June 30, 2014 and December 31, 2013.
- 6 -
NEXUS ENTERPRISE SOLUTIONS, INC.
Notes to the Financial Statements
(Unaudited)
NOTE 4 – NOTES PAYABLE TO RELATED PARTIES
As of June 30, 2014 and December 31, 2013 the Company had outstanding notes payable to related parties of $127,485. These notes are unsecured, bear interest between 0% and 6% and are due on demand.
NOTE 5 – NOTES PAYABLE
In April 2013, the Company and a third party reached an agreement for Nexus to use certain intellectual property in its lead generation business into perpetuity in exchange for a $150,000 note and 500,000 common shares which were previously issued during February 2012 (the fair value of these shares of $125,000 was reclassified from deposits to intangible assets during the year ended December 31, 2013). The note will be repaid in 18 monthly installments, with the monthly payments varying based on the Company’s gross profit for that month. The monthly payments range from $5,000 to $25,000. The note does not bear interest unless a monthly payment is not made, at which time the note will bear interest at 12.5% until the non-payment is cured. As of May 10, 2014, if at least $100,000 of the note has not been paid, any remaining balance will bear interest at 6%. As of June 30, 2014 and December 31, 2013 the outstanding balance under this note payable was $60,500 and $96,000, respectively.
On June 4, 2014 the Company borrowed $387,000 from an unrelated third party entity in the form of a convertible note. The note bears a zero percent interest rate until December 31, 2014 at which point the note will accrue interest at a rate of 8 percent per annum commencing on January 1, 2015. The principal balance of the note with accrued interest is due on February 15, 2017. Monthly payments commence in January 2015, with the first payment of $17,500 due on January 15, 2015 and every payment due on or near the 15th of each month thereafter. On January 15, 2016, the monthly payments decrease to $15,000 per month until maturity. The Holder is prohibited from converting all or any portion of the outstanding principal and accrued interest provided timely monthly payments are received by the Holder pursuant to the terms set forth in the payment schedule. If the note becomes convertible due to timely monthly payments not being made, the note will be convertible into common stock at 55% of the lowest closing bid price of the Company’s common stock during the 25 trading days preceding the date of conversion. The Company evaluated the convertible note under FASB ASC 815 and determined it does not qualify as a derivative liability as of June 30, 2014. As of June 30, 2014, the outstanding balance under this note was $387,000 of which $105,000 is classified as short-term and $282,000 is classified as long-term.
NOTE 6 – STOCKHOLDERS’ EQUITY
On September 16, 2013, the Company granted 300,000 common shares to a new Board member, Stanley Rapp. The shares vest on September 16, 2015. The fair value of the award was determined to be $78,000 and it is being expensed over the vesting period. During the six months ended June 30, 2014, an aggregate of $19,339 was expensed under this award and $47,335 will be expensed over the remaining vesting period.
On June 4, 2014 the Company repurchased and cancelled an aggregate of 1,459,504 shares of common stock from investors for an aggregate amount of $356,874.
On June 13, 2014, the Company granted 50,000 common shares to a new Chief Technology Officer. The shares vest on April 13, 2015. The fair value of the award was determined to be $11,940 and it is being expensed over the vesting period. During the six months ended June 30, 2014, an aggregate of $668 was expensed under this award and $11,272 will be expensed over the remaining vesting period.
- 7 -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.
Overview and History
Nexus Enterprise Solutions, Inc. (“Nexus”) was incorporated in the State of Wyoming on October 19, 1995 as Global Link Technologies, Inc. On June 10, 2008, Global Link Technologies filed Articles of Amendment with the State of Wyoming changing its name to MutuaLoan Corporation. On June 16, 2011 (as filed with the State of Wyoming on September 16, 2011), MutuaLoan Corporation entered into a business combination with Nexus Enterprise Solutions, Inc. (“Nexus Florida”). The business combination was accounted for as a reverse merger recapitalization. The accounting target/legal acquirer was MutuaLoan. The accounting acquirer/legal target was Nexus Florida. Nexus is currently conducting operations and generating revenue.
The Company operations are currently being conducted out of the Company office located at 5340 N Federal Hwy STE 206 Lighthouse Point, FL 33406 1375; (561) 767-4346. It considers that the current principal office space arrangement adequate and will reassess its needs based upon the future growth of the Company. Its fiscal year end is December 31st.
Our Company’s primary service is lead generation for its customers. The Company’s target customers are currently companies in the insurance and financial service industries, but we intend to expand to additional industries in the future. Our Company uses both online leads and offline lead generation techniques in order to generate revenue by selling such leads, as well as various other services, to our customers.
Online generation
There are many ways to generate leads online. Each has its own formula that needs to be perfected in order to find the balance between quantity and quality. The online lead generation methods used by our Company include, but are not limited to, Proprietary Lead Portals, Pay Per Click Advertising, Email Advertising and Website Banners.
Offline Lead Generation
Using a combination of a predictive dialer call center solution and an overseas outsourced call center solution, our Company is able to generate custom live transfer leads for our customers. We utilize this method of lead generation in situations where we are confident that a high volume of live leads can be generated and sold for a profit.
Revenue Model and Distribution methods of the products or services
Our revenue model is based on customer development. We either purchase leads from accredited brokers or locate leads based on the methods described above, and then resell those leads to our customers through our automated system. The leads must meet the stringent criteria of our system. The leads are vetted through our fraud filters in order to ensure quality.
We are currently focusing our attention on the auto insurance market, but expect to expand to other industries in the very near future. The Company will identify and address additional target markets for its services other than the insurance and financial industries with market research and feedback from its customers.
- 8 -
Results of Operations
For the Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013
The Company generated $380,168 in revenue for the three month period ended June 30, 2014, which compares to revenue of $636,964 for the three month period ended June 30, 2013. Our revenues decreased during the three month period ended June 30, 2014 due to the fact that one of our largest lead purchasers experienced budget reductions during the first quarter of 2014.
Cost of sales for the three month period ended June 30, 2014 was $229,662, which compares to cost of sales of $412,407 for the three month period ended June 30, 2013. Our revenues decreased during the three months ended June 30, 2014 due to the fact that one of our largest lead purchasers experienced budget reductions during the first quarter of 2014. As our sales revenue decreased to that lead purchaser, our cost of sales correspondingly decreased.
Operating expenses, which consisted solely of general and administrative expenses, research and development fees and consulting fees for the three month period ended June 30, 2014, were $160,583. This compares with operating expenses for the three month period ended June 30, 2013 of $186,503. The major components of general and administrative expenses include accounting fees, legal and professional fees. Our operating expenses decreased during the period primarily because we had decrease in our research and development costs.
As a result of the foregoing, we had a net loss of $10,638 for the three month period ended June 30, 2014. This compares with net income for the three month period ended June 30, 2013 of $37,493.
For the Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013
The Company generated $627,189 in revenue for the six month period ended June 30, 2014, which compares to revenue of $1,192,940 for the six month period ended June 30, 2013. Our revenues decreased during the six month period ended June 30, 2014 due to the fact that one of our largest lead purchasers experienced budget reductions during the first quarter of 2014.
Cost of sales for the six month period ended June 30, 2014 was $386,689, which compares to cost of sales of $795,057 for the six month period ended June 30, 2013. Our revenues decreased during the six months ended June 30, 2014 due to the fact that one of our largest lead purchasers experienced budget reductions during the first quarter of 2014. As our sales revenue decreased to that lead purchaser, our cost of sales correspondingly decreased.
Operating expenses, which consisted solely of general and administrative expenses, research and development fees and consulting fees for the six month period ended June 30, 2014, were $334,004. This compares with operating expenses for the six month period ended June 30, 2013 of $387,451. The major components of general and administrative expenses include accounting fees, legal and professional fees. Our operating expenses decreased during the period primarily because we had decrease in our research and development costs.
As a result of the foregoing, we had a net loss of $94,626 for the six month period ended June 30, 2014. This compares with net income for the six month period ended June 30, 2013 of $9,310.
In its audited financial statements as of December 31, 2013, the Company was issued an opinion by its auditors that raised substantial doubt about the ability to continue as a going concern based on the Company’s current financial position. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop and market our products and our ability to generate revenues.
Liquidity and Capital Resources
As of June 30, 2014 we had cash or cash equivalents of $20,411. As of December 31, 2013, we had cash or cash equivalents of $23,013.
We believe that with our existing cash flows we have sufficient cash to meet our operating requirements for the next twelve months due to the fact that we believe our revenue will increase throughout the year. We believe that the amount of revenue we are generating will allow us to meet our operating requirements during the next twelve months. If our revenue is not sufficient to allow us to meet our cash requirements during the next twelve months, the company may need to raise additional funds through the sale of its equity securities. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.
Net cash provided by operating activities was $2,772 for the six month period ended June 30, 2014. This compares to net cash used in operating activities of $44,144 for the six month period ended June 30, 2013. This change is due to our increased accounts payable, and our decrease in accounts receivable.
- 9 -
Cash flows from investing activities were $0 for the six month period ended June 30, 2014 and 2013. We do not anticipate significant cash outlays for investing activities over the next twelve months.
Cash flows used in financing activities was $5,374 for the six month period ended June 30, 2014 which compares to cash flows used in financing activities of $17,500 for the six month period ended June 30, 2013. The change in cash flows related to financing activities is due to the fact that we have increased notes payable and repurchased common stock during the six months ended June 30, 2014, as compared with the six months ended June 30, 2013.
As of June 30, 2014, our total assets were $491,605 and our total liabilities were $1,007,407. As of December 31, 2013, our total assets were $540,822 and our total liabilities were $625,131.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Plan of Operation
Our plan for the twelve months beginning June 30, 2014 is to operate at a profit or at break even. Our plan is to attract sufficient additional product sales and services within our present organizational structure and resources to become profitable in our operations.
Our revenue model is based on customer development. We either purchase leads from accredited brokers or locate leads based on the methods described above, and then resell those leads to our customers through our automated system. The leads must meet the stringent criteria of our system. The leads are vetted through our fraud filters in order to ensure quality.
We are currently focusing our attention on the auto insurance market, but expect to expand to other industries in the very near future.
Nexus Enterprise Solutions, Inc. (Nexus) is redefining the current prospect and lead generation and acquisition industry by developing an information exchange service which allows sellers and buyers of leads, and other information assets, to operate in an optimized, transparent, and efficient way to transact deals in a more efficient manner than what is experienced in today’s markets and systems. This is accomplished primarily through systems and processes which enable enhanced business intelligence and management thereby empowering stakeholders on both sides of the transaction to make well-informed and meaningful connections with each other.
Our Company generates revenue through its lead generation services, which are comprised of the lead generation methods described above and are accessed by our customers through our automated system. The cost of developing an automated system such as ours is prohibitive for a majority of companies. We fulfill a need by allowing these companies to use our technology, forms, landing pages etc, for a fee. We currently are back logged with the amount of companies looking to buy and sell leads to us, our carriers and agencies. In return, we get compensated when we sell a lead by charging our customers a fee for each lead purchased.
The Company will identify and address additional target markets for its services other than the insurance and financial industries with market research and feedback from its customers.
Recently Issued Accounting Pronouncements
We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations.
Seasonality
We do not expect our revenues to be impacted by seasonal demands for our services.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
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ITEM 4. CONTROLS AND PROCEDURES
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer has concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.
There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS
There have been no changes to our Risk Factors included in our Annual Report for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 31, 2014.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:
|
Exhibit
Number
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Description
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|
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3.1*
|
Articles of Incorporation
|
|
|
3.2*
|
Bylaws
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302
|
|
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906
|
|
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906
|
|
| 101.INS** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Schema | |
| 101.CAL** | XBRL Taxonomy Calculation Linkbase | |
| 101.DEF** | XBRL Taxonomy Definition Linkbase | |
| 101.LAB** | XBRL Taxonomy Label Linkbase | |
| 101.PRE ** | XBRL Taxonomy Presentation Linkbase |
* Previously filed with Form S-1 Registration Statement, November 8, 2012.
** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
In accordance with Section 12 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 on August 13, 2014.
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Nexus Enterprise Solutions, Inc.
|
|||
|
By:
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/s/ James Bayardelle
|
||
|
James Bayardelle, President
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.
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/s/ James Bayardelle
|
President and Director
|
August 13, 2014
|
|||
|
James Bayardelle
|
Title
|
Date
|
|||
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