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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
 
 
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   September 30, 2013

[] 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)
 
Wyoming
45-2477894
(State or other jurisdiction)
(IRS Employer File Number)
   
 5340 N. Federal Highway
Suite 206
Lighthouse Point, FL
 33064
(Address of principal executive offices)   (zip code)
   
800-781-7970
 (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.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer  o  (Do not check if a smaller reporting company)
 Smaller reporting company  þ

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 November 6, 2013, registrant had outstanding 19,916,648 shares of the registrant's common stock.

 
 

 
 

FORM 10-Q
 
NEXUS ENTERPRISE SOLUTIONS, INC.
 
TABLE OF CONTENTS
 
 
     
PART I  FINANCIAL INFORMATION Page 
   
Item 1.
Financial Statements for the period ended September 30, 2013
 
 
Balance Sheets (Unaudited)  
3
 
Statements of Operations (Unaudited)
4
 
Statements of Cash Flows (Unaudited)
5
 
Notes to Unaudited  Financial Statements
6
     
Item 2.
Management’s Discussion and Analysis and Plan of Operation
8
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
10
     
Item 4.
Controls and Procedures
11
     
Item 4T.
Controls and Procedures
11
 
 
 
PART II  OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
11
     
Item 1A.
Risk Factors
11
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
11
     
Item 3.
Defaults Upon Senior Securities
11
     
Item 4.
Mine Safety Disclosures
11
     
Item 5.
Other Information
11
     
Item 6.
Exhibits
12
 
 
 
Signatures
 
13

 
- 2 -

 
 
PART I FINANCIAL INFORMATION

References in this document to "us," "we," or "Company" refer to Nexus Enterprise Solutions, Inc.

 
ITEM 1. FINANCIAL STATEMENTS
 
NEXUS ENTERPRISE SOLUTIONS, INC.
 
Balance Sheets
 
(Unaudited)
 
             
   
September 30,
   
December 31,
 
   
2013
   
2012
 
             
ASSETS
           
CURRENT ASSETS
           
  Cash
  $ 9,010     $ 62,214  
  Prepaid expense
    20,795       -  
  Accounts receivable, net
    483,408       116,807  
    Total Current Assets
    513,213       179,021  
                 
Property and equipment, net
    1,134       1,396  
Intangible assets
    275,000       125,000  
                 
TOTAL ASSETS
  $ 789,347     $ 305,417  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
CURRENT LIABILITIES
               
  Accounts payable and accrued expenses
  $ 398,467     $ 119,200  
  Accrued expenses to related parties
    179,393       177,711  
  Notes payable
    78,000       -  
  Notes payable to related parties
    127,485       127,485  
    Total Current Liabilities
    783,345       424,396  
                 
Notes payable, net of current portion
    35,000       -  
TOTAL LIABILITIES
    818,345       424,396  
                 
STOCKHOLDERS' DEFICIT
               
  Preferred stock, 10,000,000 shares authorized,
               
    at no par value, no shares issued and outstanding.
    -       -  
  Common stock, 500,000,000 shares authorized;
               
    $.001 par value; 19,916,648 and 19,186,648 shares
               
    issued and outstanding, respectively
    19,917       19,187  
  Additional paid-in capital
    1,796,294       1,584,421  
  Accumulated deficit
    (1,845,209 )     (1,722,587 )
    Total Stockholders' Deficit
    (28,998 )     (118,979 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 789,347     $ 305,417  
 
The accompanying notes are an integral part of these unaudited financial statements
 
 
- 3 -

 
 
NEXUS ENTERPRISE SOLUTIONS, INC.
 
Statements of Operations
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
   
2012
 
                         
REVENUES
  $ 517,020     $ 145,504     $ 1,709,960     $ 494,885  
COST OF SALES
    299,423       8,712       1,083,480       231,412  
                                 
GROSS PROFIT
    217,597       136,792       626,480       263,473  
                                 
OPERATING EXPENSES
                               
  General and administrative
    35,508       82,639       132,468       247,147  
  Research and development
    5,599       62,461       81,312       236,105  
  Consulting fees
    307,862       82,560       533,640       853,394  
    Total Operating Expenses
    348,969       227,660       747,420       1,336,646  
                                 
LOSS FROM OPERATIONS
    (131,372 )     (90,868 )     (120,940 )     (1,073,173 )
                                 
OTHER EXPENSES
                               
  Interest expense
    (560 )     (1,910 )     (1,682 )     (5,732 )
                                 
NET LOSS
  $ (131,932 )   $ (92,778 )   $ (122,622 )   $ (1,078,905 )
                                 
NET LOSS PER COMMON SHARE -
                               
  BASIC AND DILUTED
  $ (0.01 )   $ (0.01 )   $ (0.01 )   $ (0.07 )
                                 
WEIGHTED AVERAGE NUMBER OF
                               
  COMMON SHARES OUTSTANDING -
                               
  BASIC AND DILUTED
    19,494,691       16,444,474       19,290,458       15,150,699  
The accompanying notes are an integral part of these unaudited financial statements
 
 
- 4 -

 
 
NEXUS ENTERPRISE SOLUTIONS, INC.
 
Statements of Cash Flows
 
(Unaudited)
 
         
 
 
   
Nine Months Ended
 
   
September 30,
 
   
2013
   
2012
 
             
OPERATING ACTIVITIES
           
  Net loss
  $ (122,622 )   $ (1,078,905 )
  Adjustments to reconcile net loss to net cash used in operating activities:
               
    Stock-based compensation
    212,603       539,810  
    Bad debt expense
    32,307       -  
    Depreciation expense
    262       261  
    Changes in operating assets and liabilities:
               
      Accounts receivable
    (398,907 )     (172,956 )
      Employee advances
    -       -  
      Accounts payable
    279,266       128,185  
      Prepaid expenses
    (20,795 )     -  
      Accounts payable to related parties
    -       9,620  
      Accrued expenses to related parties
    1,682       5,732  
Net Cash Used in Operating Activities
    (16,204 )     (568,253 )
                 
FINANCING ACTIVITIES
               
  Repayment of notes payable
    (37,000 )     -  
  Common stock issued for cash
    -       580,000  
Net Cash (Used in) Provided by Financing Activities
    (37,000 )     580,000  
                 
NET (DECREASE) INCREASE IN CASH
    (53,204 )     11,747  
CASH AT BEGINNING OF PERIOD
    62,214       24,338  
CASH AT END OF PERIOD
  $ 9,010     $ 36,085  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
CASH PAID FOR:
               
  Interest
  $ -     $ -  
  Income taxes
    -       -  
                 
NON CASH INVESTING AND FINANCING ACTIVITIES:
               
  Shares issued for conversion of related party debt and interest
  $ -     $ 138,500  
  Reclassification of deposits to intangible asset
    125,000       -  
  Debt issued for acquisition of intangible asset
    150,000       -  

  The accompanying notes are an integral part of these unaudited financial statements
 
 
- 5 -

 
 
NEXUS ENTERPRISE SOLUTIONS, INC.
Notes to the Financial Statements
(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2013.  These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2012.
 
Intangible Assets with Indefinite Lives
 
Indefinite-lived intangible assets are not amortized. The useful lives of the intangible assets are reassessed each reporting period and the indefinite lives may be adjusted to determinable lives if the assessment determines circumstances have changed. The intangible assets are evaluated for impairment annually or when indicators of a potential impairment are present. There was no evidence of impairment of our indefinite-lived intangible assets as of September 30, 2013.

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 $270,132 and an accumulated deficit of $1,845,209 as of September 30, 2013. 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 – ACCRUED EXPENSES TO RELATED PARTIES
 
As of September 30, 2013 and December 31, 2012 the balance of accrued expenses to related parties, which consists of accrued interest and accrued payroll, was $179,393 and $177,711, respectively. At September 30, 2013 and December 31, 2012, the accrued interest on the outstanding notes payable to related parties was $61,393 and $59,711, respectively. The outstanding balance of accrued payroll to officers was $118,000 as of September 30, 2013 and December 31, 2012.
 
 
 
- 6 -

 
 
NEXUS ENTERPRISE SOLUTIONS, INC.
Notes to the Financial Statements
(Unaudited)

 
 
NOTE 4 – NOTES PAYABLE TO RELATED PARTIES
 
As of September 30, 2013 and December 31, 2012 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 nine months ended September 30, 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 September 30, 2013 and December 31, 2012 the Company had outstanding notes payable of $113,000 and $0, respectively.
 
NOTE 6 – STOCKHOLDERS’ EQUITY
 
Under an employment agreement with the Company’s President, John Limansky is awarded 200,000 common shares each year.  Mr. Limansky was granted 200,000 common shares on June 16, 2012 valued at $50,000. This award is being expensed over the service period through June 15, 2013. During the nine months ended September 30, 2013, $22,803 was expensed under this award. These 200,000 common shares were not issued and John Limansky forfeited them upon his resignation on September 13, 2013.
 
During the nine months ended September 30, 2013, the Company issued an aggregate of 730,000 common shares for services valued at $189,800. The shares vested immediately upon grant.
 
 
- 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 and Nine Months Ended September 30, 2013 Compared to the Three and Nine Months Ended September 30, 2012

The Company generated $517,020 in revenue for the three month period ended September 30, 2013, which compares to revenue of $145,504 for the three month period ended September 30, 2012.  The Company generated $1,709,960 in revenue during the nine month period ended September 30, 2013, which compares with revenue of $494,885 for the nine month period ended September 30, 2012. Our revenues increased in both periods as a result of our securing new lead generation relationships which enabled us to increase our sales revenue.

Cost of sales for the three month period ended September 30, 2013 was $299,423, which compares to cost of sales of $8,712 for the three month period ended September 30, 2012.  Cost of sales for the nine month period ended September 30, 2013 was $1,083,480, which compares to cost of sales of $231,412 for the nine month period ended September 30, 2012.  Our revenues increased in both periods as a result of our securing new lead generation relationships which enabled us to increase our sales revenue. As our sales revenue increased, our cost of sales correspondingly increased in both periods.

Operating expenses, which consisted solely of general and administrative expenses, research and development fees and consulting fees for the three month period ended September 30, 2013, were $348,969. This compares with operating expenses for the three month period ended September 30, 2012 of $227,660.  The major components of general and administrative expenses include accounting fees, legal and professional fees. Our operating expenses increased during the period primarily because we had an increase in our consulting fees.

As a result of the foregoing, we had a net loss of $131,932 for the three month period ended September 30, 2013. This compares with a net loss for the three month period ended September 30, 2012 of $92,778.

Operating expenses, which consisted solely of general and administrative expenses, research and development fees and consulting fees for the nine month period ended September 30, 2013 were $747,420. This compares with operating expenses for the nine month period ended September 30, 2012 of $1,336,646. The major components of general and administrative expenses include accounting fees, legal and professional fees. Our expenses decreased during the period because we decreased our research and development costs as well as our dependence on consultants.

As a result of the foregoing, we had a net loss of $122,622 for the nine month period ended September 30, 2013. This compares with a net loss for the nine month period ended September 30, 2012 of $1,078,905.

In its audited financial statements as of December 31, 2012, 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 September 30, 2013 we had cash of $9,010.  As of December 31, 2012, we had cash of $62,214.

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 our revenues are increasing while our operating expenses are decreasing.  We believe that the amount of revenue we are generating coupled with our lower operating expenses for the nine month period ended September 30, 2013 compared to the nine month period ended September 30, 2012 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 used in operating activities was $16,204 for the nine month period ended September 30, 2013. This compares to net cash used in operating activities of $568,253 for the nine month period ended September 30, 2012.   This decrease is due to our lessened dependence on consultants and stock based compensation, as well as the fact that the Company has completed most of its research and development activities on its products and services.

Cash flows from investing activities were $0 for the nine month period ended September 30, 2013 and September 30, 2012.  We do not anticipate significant cash outlays for investing activities over the next twelve months.
 
 
- 9 -

 
 
Cash flows used in financing activities was $37,000 for the nine month period ended September 30, 2013 which compares to cash flows provided by financing activities of $580,000 for the nine month period ended September 30, 2012.  The change in cash flows related to financing activities is due to the fact that we have decreased offering our common stock for cash during the nine months ended September 30, 2013, as compared with the nine months ended September 30, 2012.

As of September 30, 2013, our total assets were $789,347 and our total liabilities were $818,345.  As of December 31, 2012, our total assets were $305,417 and our total liabilities were $424,396.
 
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 September 30, 2013 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.
 
 
- 10 -

 

 
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 Registration Statement on Form S-1 that became effective with the Securities and Exchange Commission on July 30, 2013.  

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
 
 
 
Description
     
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 November  7, 2013.


       
 
 Nexus Enterprise Solutions, Inc.
       
   
By:
/s/ James Bayardelle
     
James Bayardelle, President
 
 
   
   
By:
/s/ Jason Foster
     
Jason Foster, Chief Technology Officer  


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.

/s/  James Bayardelle
 
President and Director
 
November  7, 2013
 
 James Bayardelle
 
Title
 
Date
 
           
/s/ Jason Foster
 
Chief Technology Officer
 
November  7, 2013
 
Jason Foster
 
Title
 
Date
 

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