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) |
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o (Do not check if a smaller reporting company)
|
Smaller reporting company þ
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PART I FINANCIAL INFORMATION | Page | |
Item 1.
|
Financial Statements for the three and nine months ended September 30, 2015
|
|
Balance Sheets (Unaudited)
|
3
|
|
Statements of Operations (Unaudited)
|
4
|
|
Statements of Cash Flows (Unaudited)
|
5
|
|
Notes to Unaudited Financial Statements
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6
|
|
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.
|
Quantitative and Qualitative Disclosures About Market Risk
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11
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Item 4.
|
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
|
|
|
|
PART II OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings
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12
|
Item 1A.
|
Risk Factors
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12
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3.
|
Defaults Upon Senior Securities
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12
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Item 4.
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Mine Safety Disclosures
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12
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Item 5.
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Other Information
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12
|
Item 6.
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Exhibits
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13
|
|
|
|
Signatures
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14
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NEXUS ENTERPRISE SOLUTIONS, INC.
|
||||||||
Balance Sheets
|
||||||||
(Unaudited)
|
||||||||
September 30,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$
|
4,675
|
$
|
31,575
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
162,406
|
295,423
|
||||||
Total Current Assets
|
167,081
|
326,998
|
||||||
Property and equipment, net of accumulated depreciation
|
784
|
784
|
||||||
Intangible assets
|
275,000
|
275,000
|
||||||
TOTAL ASSETS
|
$
|
442,865
|
$
|
602,782
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$
|
217,204
|
$
|
333,216
|
||||
Accrued expenses to related parties
|
118,000
|
118,000
|
||||||
Notes payable
|
-
|
30,500
|
||||||
Short-term portion of convertible note payable
|
150,000
|
-
|
||||||
Interest payable to related parties
|
82,668
|
63,076
|
||||||
Notes payable to related parties
|
127,485
|
127,485
|
||||||
Total Current Liabilities
|
695,357
|
672,277
|
||||||
Long-term portion of convertible note payable
|
60,000
|
-
|
||||||
Long-term portion of notes payable
|
-
|
387,000
|
||||||
TOTAL LIABILITIES
|
755,357
|
1,059,277
|
||||||
STOCKHOLDERS' DEFICIT
|
||||||||
Preferred stock, 10,000,000 shares authorized,
|
||||||||
no par value, no shares issued and outstanding
|
-
|
-
|
||||||
Common stock, 500,000,000 shares authorized; $.001 par
|
||||||||
value, 19,007,144 and 18,807,144 shares issued and
|
||||||||
outstanding, respectively
|
19,007
|
18,807
|
||||||
Additional paid-in capital
|
1,542,270
|
1,498,751
|
||||||
Accumulated deficit
|
(1,873,769
|
)
|
(1,974,053
|
)
|
||||
Total Stockholders' Deficit
|
(312,492
|
)
|
(456,495
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
442,865
|
$
|
602,782
|
||||
The accompanying notes are an integral part of these unaudited financial statements.
|
NEXUS ENTERPRISE SOLUTIONS, INC.
|
||||||||||||||||
Statements of Operations
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
REVENUES
|
$
|
312,409
|
$
|
328,845
|
$
|
1,374,577
|
$
|
956,034
|
||||||||
COST OF SALES
|
187,394
|
204,504
|
786,220
|
593,268
|
||||||||||||
GROSS PROFIT
|
125,015
|
124,341
|
588,357
|
362,766
|
||||||||||||
OPERATING EXPENSES
|
||||||||||||||||
General and administrative
|
21,187
|
23,781
|
75,720
|
104,762
|
||||||||||||
Consulting and professional fees
|
117,439
|
121,473
|
392,761
|
372,421
|
||||||||||||
Total Operating Expenses
|
138,626
|
145,254
|
468,481
|
477,183
|
||||||||||||
INCOME (LOSS) FROM OPERATIONS
|
(13,611
|
)
|
(20,913
|
)
|
119,876
|
(114,417
|
)
|
|||||||||
OTHER EXPENSES
|
||||||||||||||||
Interest expense
|
(5,530
|
)
|
-
|
(19,592
|
)
|
(1,122
|
)
|
|||||||||
NET INCOME (LOSS)
|
$
|
(19,141
|
)
|
$
|
(20,913
|
)
|
$
|
100,284
|
$
|
(115,539
|
)
|
|||||
NET INCOME (LOSS) PER COMMON SHARE -
|
||||||||||||||||
BASIC AND DILUTED
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
0.01
|
$
|
(0.00
|
)
|
|||||
WEIGHTED AVERAGE NUMBER OF COMMON
|
||||||||||||||||
SHARES OUTSTANDING -
|
||||||||||||||||
BASIC AND DILUTED
|
19,007,144
|
18,507,144
|
18,921,430
|
19,330,454
|
||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
|
NEXUS ENTERPRISE SOLUTIONS, INC.
|
||||||||
Statements of Cash Flows
|
||||||||
(Unaudited)
|
||||||||
Nine Months Ended
|
||||||||
September 30,
|
||||||||
2015
|
2014
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$
|
100,284
|
$
|
(115,539
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
||||||||
Stock-based compensation
|
43,719
|
33,451
|
||||||
Depreciation expense
|
-
|
264
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
133,017
|
27,988
|
||||||
Prepaid expenses
|
-
|
15,250
|
||||||
Interest payable
|
19,592
|
-
|
||||||
Accounts payable
|
(116,012
|
)
|
58,898
|
|||||
Accrued expenses to related parties
|
-
|
1,122
|
||||||
Net Cash Provided by Operating Activities
|
180,600
|
21,434
|
||||||
FINANCING ACTIVITIES
|
||||||||
Proceeds from convertible note payable
|
-
|
387,000
|
||||||
Repayment of notes payable
|
(207,500
|
)
|
(50,500
|
)
|
||||
Cash paid for repurchase and cancellation of common stock
|
-
|
(356,874
|
)
|
|||||
Net Cash Used In Financing Activities
|
(207,500
|
)
|
(20,374
|
)
|
||||
NET INCREASE (DECREASE) IN CASH
|
(26,900
|
)
|
1,060
|
|||||
CASH AT BEGINNING OF PERIOD
|
31,575
|
23,013
|
||||||
CASH AT END OF PERIOD
|
$
|
4,675
|
$
|
24,073
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
CASH PAID FOR:
|
||||||||
Interest
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
-
|
-
|
||||||
The accompanying notes are an integral part of these unaudited financial statements.
|
(i)
(ii)
|
appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and
adopt sufficient written policies and procedures for accounting and financial reporting.
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Exhibit
Number
|
|
Description
|
|
|
|
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
|
|
|
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101.LAB**
|
|
XBRL Taxonomy Label Linkbase
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|
|
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101.PRE **
|
|
XBRL Taxonomy Presentation Linkbase
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Nexus Enterprise Solutions, Inc.
|
|||
By:
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/s/ James Bayardelle
|
||
James Bayardelle, President
|
|
|
|
||||||
/s/ James Bayardelle
|
|
President, Chief Executive Officer,
Principal Accounting Officer,
Chief Financial Officer and Director
|
|
November 12, 2015
|
|
|||
James Bayardelle
|
|
Title
|
|
Date
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, 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 Registrant'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.
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(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 Registrant'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 Registrant's internal controls over financial reporting.
|
Date: November 12, 2015
|
/s/ James Bayardelle
|
|
James Bayardelle
|
||
President
|
||
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, 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 Registrant'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.
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(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 Registrant'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 Registrant's internal controls over financial reporting.
|
Date: November 12, 2015
|
/s/ James Bayardelle
|
|
James Bayardelle
|
||
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.
|
Nexus Enterprise Solutions, Inc.
|
|||
Date: November 12, 2015
|
By:
|
/s/ James Bayardelle
|
|
James Bayardelle
|
|||
President
|
|||
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.
|
Nexus Enterprise Solutions, Inc.
|
|||
Date: November 12, 2015
|
By:
|
/s/ James Bayardelle
|
|
James Bayardelle
|
|||
Chief Financial Officer
|
|||
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4 NOTES PAYABLE TO RELATED PARTIES |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
4 PAYABLES TO RELATED PARTIES |
NOTE 4 NOTES PAYABLE TO RELATED PARTIES
As of September 30, 2015 and December 31, 2014, 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. |
3 RELATED PARTY TRANSACTIONS |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
3 PAYABLES TO RELATED PARTIES |
NOTE 3 RELATED PARTY TRANSACTIONS
As of September 30, 2015 and December 31, 2014 the balance of accrued expenses to related parties, which consists of accrued interest and accrued payroll, was $200,668 and $181,076, respectively. At September 30, 2015 and December 31, 2014, the accrued interest on the outstanding notes payable to related parties was $82,668 and $63,076, respectively. The outstanding balance of accrued payroll to officers was $118,000 as of September 30, 2015 and December 31, 2014.
The Company pays monthly consulting fees to two stockholders. During the nine months ended September 30, 2015 and 2014, these fees aggregated $118,900 and $108,750, respectively. |
1 BASIS OF PRESENTATION |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
1 BASIS OF PRESENTATION |
NOTE 1 - BASIS OF PRESENTATION
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 month periods ended September 30, 2015, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2015. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2014.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
Basic and Diluted Net Income (Loss) per Share
Basic and diluted net income (loss) per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted income (loss) per share calculations includes the dilutive effect of common stock. Basic and diluted net income (loss) per share is the same for each of the three and nine months ended September 30, 2015, and 2014 due to the absence of common stock equivalents. |
2 GOING CONCERN |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2 GOING CONCERN |
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 $528,276 as of September 30, 2015. 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. |
Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 19,007,144 | 18,807,144 |
Common stock, shares outstanding | 19,007,144 | 18,807,144 |
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2015 |
Sep. 13, 2015 |
|
Document And Entity Information | ||
Entity Registrant Name | Nexus Enterprise Solutions, Inc. | |
Entity Central Index Key | 0001561781 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,007,144 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2015 |
Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
|
Income Statement [Abstract] | ||||
REVENUES | $ 312,409 | $ 328,845 | $ 1,374,577 | $ 956,034 |
COST OF SALES | 187,394 | 204,504 | 786,220 | 593,268 |
GROSS PROFIT | 125,015 | 124,341 | 588,357 | 362,766 |
OPERATING EXPENSES | ||||
General and administrative | 21,187 | 23,781 | 75,720 | 104,762 |
Consulting and professional fees | 117,439 | 121,473 | 392,761 | 372,421 |
Total Operating Expenses | 138,626 | 145,254 | 468,481 | 477,183 |
INCOME (LOSS) FROM OPERATIONS | (13,611) | $ (20,913) | 119,876 | (114,417) |
OTHER EXPENSES | ||||
Interest expense | (5,530) | (19,592) | (1,122) | |
NET LOSS | $ (19,141) | $ (20,913) | $ 100,284 | $ (115,539) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.00) | $ (0.00) | $ 0.01 | $ (0.00) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 19,007,144 | 18,507,144 | 18,921,430 | 19,330,454 |
2 GOING CONCERN (Details Narrative) - USD ($) |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 528,276 | |
Accumulated deficit | $ (1,873,769) | $ (1,974,053) |
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6 STOCKHOLDERS' EQUITY |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Equity [Abstract] | |
6 STOCKHOLDERS' EQUITY |
NOTE 6 STOCKHOLDERS' EQUITY
During the year ended December 31, 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 nine months ended September 30, 2015, an aggregate of $27,674 was expensed under this award. Nothing remains to be expensed as of September 30, 2015. The 300,000 shares were issued during January 2014.
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 nine months ended September 30, 2015, an aggregate of $4,045 was expensed under this award. Nothing remains to be expensed as of September 30, 2015. On April 13, 2015, the 50,000 shares were issued.
On April 28, 2015, the Company granted 100,000 common shares to Scott Schluer (Chief Technology Officer) and 50,000 common shares to TMG Interactive for services. The shares were valued and expensed at $12,000 during the nine months ended September 30, 2015. |
5 NOTES PAYABLE (Details Narrative) - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2015 |
Dec. 31, 2014 |
|
Debt Disclosure [Abstract] | ||
Note issued for intangible asset | $ 150,000 | |
Shares issed for intangible asset | 500,000 | |
Fair value of shares issued for intangible asset | $ 125,000 | |
Low range of monthly payments | 5,000 | |
High range of monthly payments | $ 25,000 | |
Interest if monthly payment is not made | 12.50% | |
Amount unpaid as of May 10, 2014 | $ 100,000 | |
Interest rate | 600.00% | |
Oustanding balance of note 1 | $ 5,000 | $ 30,500 |
Oustanding balance of note 2 | $ 210,000 | |
Interest rate for note 2 | 80.00% | |
Date of first payment due for note 2 | Jan. 15, 2015 | |
Monthly Ppayment amount note 2 | $ 15,000 | |
Accrued interest note 2 | $ 19,039 |
3 RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Related Party Transactions [Abstract] | ||
Accrued interest and accrued payroll | $ 200,668 | $ 181,076 |
Accrued interest on the outstanding notes payable to related parties | 82,668 | 63,076 |
Accrued payroll to officers | 118,000 | 118,000 |
Aggragated consulting fees to two shareholders | $ 118,900 | $ 108,750 |
4 NOTES PAYABLE TO RELATED PARTIES (Details Narrative) |
Sep. 30, 2015
USD ($)
|
---|---|
Notes to Financial Statements | |
Outstanding unsecured notes payable related parties | $ 127,485 |
Interest rate | 6.00% |
6 STOCKHOLDERS EQUITY (Details Narrative) - USD ($) |
9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2015 |
Dec. 31, 2013 |
Jun. 13, 2014 |
Sep. 16, 2013 |
|
Equity [Abstract] | ||||
Number of shares awarded to a new Board member | 300,000 | |||
Fair value of award to a new Board member | $ 78,000 | |||
Amount of issuance expensed during period | $ 27,674 | |||
Aggregate remaining to be expensed over the remaining vesting period | 8,335 | |||
Number of shares awarded to CTO | 50,000 | |||
Fair value of award to CTO | 11,940 | |||
Amount of issuance expensed during period | $ 4,045 | |||
Number of shares issued for services | 35,385 | |||
Amount of issuance valued and expensed during period | $ 12,000 |
5 NOTES PAYABLE |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
5 NOTES PAYABLE |
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. During 2014 and 2013, the Company made payments of $65,500 and $54,000, respectively. As of September 30, 2015 and December 31, 2014, the outstanding balance under this note payable was $0 and $30,500, 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 September 30, 2015. As of September 30, 2015, the outstanding balance under this note was $210,000 and accrued interest was $19,039. |