OTC Markets Alternative Reporting Issuer’s Initial Disclosure Obligations [ X ] Quarterly Report For the Quarter Ending: 30 September 2011 [ ] Transition Report For the Transition Period from ____________ to ______________ Commission file № 000‐27831
MUTUALOAN, INC.
(Exact Name of registrant as specified in it’s charter) Wyoming (State or other jurisdiction of incorporation) 5340 N Federal Hwy STE 206 Lighthouse Point, Florida (address of principal executive offices) * (IRS Identification Number) 33064 (Zip Code) Registrant’s telephone number: 1‐800‐781‐7970 Securities: Title of Each Class: 1) Common 2) – end ‐ Name of Exchange registered on: NoneTable of contents: Item Page Part A – General Company Information 3 Item 1: Name of the Issuer (Inc. f.k.a.) 3 Item 2: The address of the issuer’s principal executive offices 3 Item 3: The jurisdiction and date of the issuer’s incorporation or organization 3 Part B – Share Structure 3 Item 4: The exact title and class of securities outstanding 3 Item 5: Par or stated value and description of the security 3 Item 6: The Number of shares of total amount of the securities outstanding for each class of securities authorized. 3 Item 7: The name and address of the transfer agent 3 Part C – Business Information 4 Item 8: The nature of the Issuer’s business 4 Item 9: The nature of products or services offered 5 Item 10: The nature and extent of the Issuer’s facilities 12 Part D – Management Structure and Financial Information 12 Item 11: The name of the chief executive officer, members of the board of directors, as well as control persons 12 Item 12: Financial information for the Issuer’s most recent fiscal period 12 Item 13: Similar financial information for such part of the two preceding fiscal years as the issuer of its predecessor have been in existence 22 Item 14: Beneficial owners 22 Item 15: The name, address, telephone number, and email address of each of the following providers that advise the issuer on matters relating to operations, business development and disclosure 22 Item 16: Management’s discussion and analysis or Plan of operation 23 Part E – Issuance History 24 Item 17: List of securities offerings and shares issued for services in the past two years 24 Part F – Exhibits 24 Item 18: Material Contracts 24 Item 19: Articles of Incorporation and Bylaws 24 Item 20: Purchase of equity securities by the Issuer and affiliated Purchasers 24 Item 21 Issuer’s certifications 24 Exhibit 1 – Nexus Enterprise Solutions, Inc. Preliminary Business Plan 26
Part A – General Company Information Item 1: Name of the Issuer (including prior names) Nexus Enterprise Solutions, Inc. formerly known as (f.k.a) Mutualoan Corp. (September 2011) Item 2: The address of the Issuer’s principal executive offices: 5340 N Federal Hwy STE 206 Lighthouse Point, Fl 33064
Tel (800) 781‐7970; fax (561) 767‐4347; http://www.nexusenterprisesolutions.com Item 3: The Jurisdiction(s) and date of the Issuer’s incorporation or organization Nexus Enterprise Solutions was incorporated in the State of Wyoming on 19 October 1995. Part B – Share Structure Item 4: The exact title and class of securities outstanding
Class Title CUSIP Symbol
1 Common Stock Common 62846T104 MUTA
‐end ‐
Item 5: Par or stated value and description of the security
Class Par Value Dividend Voting Preemption Conversion Liquidation Redemption Sinking Fund
Common $0.001 N/A 1:1 none N/A N/A N/A N/A
‐end ‐
Item 6: The number of shares or total amount of the securities outstanding for each class of securities authorized
Class Period End
Date № of Shares authorized № of shares outstanding Freely tradable shares (public float) Total № of beneficial shareholders Total № of shareholders of record Common 30 September 2011 500,000,000 341,432 34,753 186 186 Item 7: The name and address of transfer agent First American Stock Transfer, Inc. 4747 N. 7th St., Suite 170 Phoenix, AZ 85014 (877) 271‐0548 Registered and regulated under the State of Arizona.
Part C – Business Information Item 8: The Nature of the Issuer’s Business This report on Initial Disclosure contains forward‐looking statements that are based on current expectations, estimates, forecasts and projections about the Company, us, our future performance, our beliefs and our Management's assumptions. In addition, other written or oral statements that constitute forward‐looking statements may be made by us or on our behalf. Words such as ‘expects’, ‘anticipates’, ‘targets’, ‘goals’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, ‘seeks’, ‘estimates’, or variations of such words and similar expressions are intended to identify such forward‐looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward‐looking statements. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward‐ looking statements after the filing of this Initial Disclosure, whether as a result of new information, future events, changes in assumptions or otherwise. Unless the context otherwise requires, throughout this Initial Disclosure the words ‘Company’, ‘we’, ‘us’ and ‘our’ refer to NEXUS ENTERPRISE SOLUTIONS, INC. and its consolidated subsidiaries. Nexus Enterprise Solutions, Inc. (f.k.a. Mutualoan Corp. (September 2011)) was incorporated in Wyoming on 19 October 1995 with its fiscal year ending on 31 December. Neither Nexus Enterprise Solutions nor Mutualoan has gone into bankruptcy, receivership, or any similar proceeding, and has not defaulted on any note, loan, lease, or other indebtedness or financial arrangement requiring the Issuer to make payments, or material contract. Nexus Enterprise Solutions, Inc. (fka Mutualoan., Inc.), a corporation organized under the laws of the State of Wyoming, entered into a business combination with Nexus Business Solution, Inc., a corporation organized under the laws of the State of Florida. The business combination was effective on September 16, 2011. The business combination (the “Agreement”) stipulated that the companies would undergo a business combination and the surviving entity would be Mutualoan Corp.. Nexus Enterprise Solutions, Inc. was then dissolved into Mutualoan Corp. Mutualoan Corp. then changed its name to Nexus Enterprise Solutions, Inc. The transaction has been accounted for as a reverse merger, whereby Mutualoan is the surviving entity legal purposes and Nexus is the surviving entity for accounting purposes. Nexus Enterprise Solutions, Inc. has submitted to FINRA the required documentation for official name change and is in the process of changing it’s ticker symbol. Based in Lighthouse Point, Florida, Nexus Enterprise Solutions, Inc. is a lead generation services company dedicated to helping the largest consumer‐facing brands identify, engage and develop long term customer relationships. Nexus Enterprise Solutions, Inc. was not operational but had its agents attempting to secure lines of credit to commence operations. Nexus Enterprise Solutions, Inc. has a total of eleven employees. Also, during the Third Quarter of 2011 Maureen Morgan was elected as the Vice President and Director of the company. Through a host of proprietary lead generation systems designed to identify customers that are more likely to grow with its clients beyond a single transaction, Nexus Enterprise Solutions, Inc. has established itself as a leader in providing a broad range of internet marketing strategies to capture targeted buyer data and use that data to generate revenues through both affiliate marketing and lead generation sales. Nexus Enterprise Solutions, Inc. is quickly expanding into a number of different verticals and currently serves as a lead generation engine for several of the nation’s largest companies in the insurance and financial service sectors.
Nexus Enterprise Solutions, Inc has never been a shell company. It is currently in operation and is currently in the process of establishing vertical leads. There are no subsidiary or affiliates of the company. Nexus Enterprise Solutions, Inc. has not declared a stock dividend nor recapitalized its stock. Nexus Enterprise Solutions, Inc. has not been delisted by any securities exchange or deleted from the OTCBB. No legal proceedings are pending or threatened against Nexus Enterprise Solutions, Inc., its Directors, officers, or affiliates. No financial effects of existing or probable governmental regulations are anticipated in our business model. Also, we do not anticipate and costs related to compliance of environmental laws. No other material reclassification, merger, consolidation, or purchase or sale of any significant amount of asset(s) have taken place, nor has any material change in control taken place, nor any increase of 10% or more of any class of securities outstanding taken place. As of the completion of business in the Third Quarter of 2011, Nexus Enterprise Solutions, Inc. has approximately 11 employees. Item 9: The nature of the products or services offered EXECUTIVE SUMMARY Description Lead Generation and How Leads Are Generated LEAD GENERATION DEFINITION: A lead, in a marketing context, is a potential sales contact: an individual or organization that expresses an interest in your goods or services. Leads are typically obtained through the referral of an existing customer, or through a direct response to advertising/publicity. A company's marketing department is typically responsible for lead generation. Pursuing and closing leads normally falls to the company's sales department. For example, a vendor will display their wares at an industry trade show, hoping to attract the attention of qualified buyers attending the exhibit. Each inquiry for more vendor information would be a "lead," which might subsequently be developed into a sale. A company's lead generation efforts and its approach to dealing with leads can significantly impact its success in the marketplace. We can break down how leads are generated into two categories. They are online generation and offline generation. 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. They are the following with description. 1. Proprietary Lead Portals : provides several ways for advertisers to put targeted offers in front of a buying consumer audience via a proprietary network of websites all specifically built for a broad or specific vertical. Advertisers pay per generated lead on a cost per lead (the delivery of just the name and contact details) or cost per acquisition basis (an actual credit card paid transaction.)
2. Search engine optimization (SEO): is the process of improving the volume or quality of traffic to a website from search engines via "natural" or un‐paid ("organic" or "algorithmic") search results as opposed to search engine
marketing (SEM) which deals with paid inclusion. Typically, the earlier (or higher) a site appears in the search results list, the more visitors it will receive from the search engine. SEO may target different kinds of search, including image search, local search, video search, and industry‐specific vertical search engines. This gives a web site web presence.
As an Internet marketing strategy, SEO considers how search engines work and what people search for. Optimizing a website primarily involves editing its content and HTML and associated coding to both increase its relevance to specific keywords and to remove barriers to the indexing activities of search engines. The acronym "SEO" can refer to "search engine optimizers," a term adopted by an industry of consultants who carry out optimization projects on behalf of clients, and by employees who perform SEO services in‐house. Search engine optimizers may offer SEO as a stand‐alone service or as a part of a broader marketing campaign. Because effective SEO may require changes to the HTML source code of a site, SEO tactics may be incorporated into web site development and design. The term "search engine friendly" may be used to describe web site designs, menus, content management systems, images, videos, shopping carts, and other elements that have been optimized for the purpose of search engine exposure. Another class of techniques, known as black hat SEO or spamdexing, use methods such as link farms, keyword stuffing and article spinning that degrade both the relevance of search results and the user‐experience of search engines. Search engines look for sites that employ these techniques in order to remove them from their indices. 3. Pay Per Click: is an Internet advertising model used on websites, in which advertisers pay their host only when their ad is clicked. With search engines, advertisers typically bid on keyword phrases relevant to their target market. Content sites commonly charge a fixed price per click rather than use a bidding system. Cost per click (CPC) is the amount of money an advertiser pays search engines and other Internet publishers for a single click on its advertisement that brings one visitor to its website. In contrast to the generalized portal, which seeks to drive a high volume of traffic to one site, PPC implements so called affiliate model, that provides purchase opportunities wherever people may be surfing. It does this by offering financial incentives (in the form of a percentage of revenue) to affiliated partner sites. The affiliates provide purchase‐point click‐ through to the merchant. It is a pay‐for‐performance model—if an affiliate does not generate sales, it represents no cost to the merchant. The affiliate model is inherently well‐suited to the web, which explains its popularity. Variations include, banner exchange, pay‐per‐click, and revenue sharing programs. Websites that utilize PPC ads will display an advertisement when a keyword query matches an advertiser's keyword list, or when a content site displays relevant content. Such advertisements are called sponsored links or sponsored ads, and appear adjacent to or above organic results on search engine results pages, or anywhere a web developer chooses on a content site. Although many PPC providers exist, Google AdWords, Yahoo! Search Marketing, and Bing adCenter are the three largest network operators, and all three operate under a bid‐based model. Cost per click (CPC) varies depending on the search engine and the level of competition for a particular keyword. The PPC advertising model is open to abuse through click fraud, although Google and others have implemented automated systems to guard against abusive clicks by competitors or corrupt web developers. 4. Email Advertising: is a form of direct marketing which uses electronic mail as a means of communicating commercial or fundraising messages to an audience. In its broadest sense, every e‐mail sent to a potential or current customer could be considered e‐mail marketing. However, the term is usually used to refer to: • sending e‐mails with the purpose of enhancing the relationship of a merchant with its current or previous customers and to encourage customer loyalty and repeat business, • sending e‐mails with the purpose of acquiring new customers or convincing current customers to purchase something immediately, • adding advertisements to e‐mails sent by other companies to their customers, and • sending e‐mails over the Internet, as e‐mail did and does exist outside the Internet Researchers estimate that United States firms alone spent US$600 million on e‐mail marketing in 2008. 5. Online Internet Publishers: are companies specializing in lead generation and spend a great deal of money buying email, search, and banner traffic to drive potential leads to proprietary portals that they own. Using ads promoting
information about products and services, potential leads arrive at these portals at which time they are required to fill out their full contact information. The lead prospects see a variety of different advertisements from all types of industries ‐ healthcare, auto, finance, and of course travel to name a few. The prospects then choose freely what advertisements they are interested in by opting into or filling out a custom form of each offer they want more information about. After they clicked on a offer or filled out a form, they then become a lead which will be delivered to an agency or client real‐time to email or a Contact Relationship Management Solution. Since each lead opts in, the Internet publishers capture the ip address of the computer each lead comes from, as well as the date and time of capture. This protects an outbound call center against having anyone complain against being on the Do Not Call List, because by opting in they have given a company permission to call.
6. Website Banner Advertisements: A web banner or banner ad is a form of advertising on the World Wide Web. This form of online advertising entails embedding an advertisement into a web page. It is intended to attract traffic to a website by linking to the website of the advertiser. The advertisement is constructed from an image (GIF, JPEG, PNG), JavaScript program or multimedia object employing technologies such as Java, Shockwave or Flash, often employing animation, sound, or video to maximize presence. Images are usually in a high‐aspect ratio shape (i.e. either wide and short, or tall and narrow) hence the reference to banners. These images are usually placed on web pages that have interesting content, such as a newspaper article or an opinion piece. Affiliates earn money usually on a CPC (cost per click) basis, for every unique user click on the ad, the affiliate earns money. The web banner is displayed when a web page that references the banner is loaded into a web browser. This event is known as an "impression". When the viewer clicks on the banner, the viewer is directed to the website advertised in the banner. This event is known as a "click through". In many cases, banners are delivered by a central ad server. When the advertiser scans their log files and detects that a web user has visited the advertiser's site from the content site by clicking on the banner ad, the advertiser sends the content provider some small amount of money (usually around five to ten US cents). This payback system is often how the content provider is able to pay for the Internet access to supply the content in the first place. Usually though, advertisers use ad networks to serve their advertisements, resulting in a revshare system and higher quality ad placement. Web banners function the same way as traditional advertisements are intended to function: notifying consumers of the product or service and presenting reasons why the consumer should choose the product in question, although web banners differ in that the results for advertisement campaigns may be monitored real‐time and may be targeted to the viewer's interests. Behavior is often tracked through the use of a click tag. Many web surfers regard these advertisements as highly annoying because they distract from a web page's actual content or waste bandwidth. (Of course, the purpose of the banner ad is to attract attention and many advertisers try to get attention to the advert by making them annoying. Without attracting attention it would provide no revenue for the advertiser or for the content provider.) Newer web browsers often include options to disable pop‐ups or block images from selected websites. Another way of avoiding banners is to use a proxy server that blocks them, such as Privoxy.
7. Blogs: A weblog, web log or simply a blog, is a web application which contains periodic time‐stamped posts on a common webpage. These posts are often but not necessarily in reverse chronological order. Such a website would typically be accessible to any Internet user. "Weblog" is a portmanteau of "web" and "log". The term "blog" came into common use as a way of avoiding confusion with the term server log.
Blogs run from individual diaries to arms of political campaigns, media programs and corporations, and from the writing of one occasional author to the collaboration of a large community of writers. Many weblogs enable visitors to leave public comments, which can lead to a community of readers centered around the blog; others are non‐interactive. The totality of weblogs or blog‐related websites is usually called the blogosphere. When a large amount of activity,
information and opinion erupts around a particular subject or controversy in the blogosphere, it is commonly called a blogstorm or blog swarm.
The format of weblogs varies, from simple bullet lists of hyperlinks, to article summaries with user‐provided comments and ratings. Individual weblog entries are almost always date and time‐stamped, with the newest post at the top of the
page. Because links are so important to weblogs, most blogs have a way of archiving older entries and generating a static address for individual entries; this static link is referred to as a permalink. The latest headlines, with hyperlinks and summaries, are offered in weblogs in the RSS or Atom XML format, to be read with a feed reader. A weblog is edited, organized and published often through a content management system or CMS. 8. Social Networking: is a term that describes use of social networks, online communities, blogs, wikis or any other online collaborative media for marketing, sales, public relations and customer service. Common social media marketing tools include Twitter, LinkedIn, Facebook, Flickr, Wikipedia, Orkut and YouTube. In the context of internet marketing, social media refers to a collective group of web properties whose content is primarily published by users, not direct employees of the property (e.g., the vast majority of video on YouTube is published by non‐YouTube employees). 9. Affiliate Networks: is an Internet‐based marketing practice in which a business rewards one or more affiliates for each visitor or customer brought about by the affiliate's marketing efforts. It is an application of crowdsourcing. Examples include rewards sites, where users are rewarded with cash or gifts, for the completion of an offer, and the referral of others to the site. The affiliate marketing industry has four core players: the merchant (also known as 'retailer' or 'brand'), the network, the publisher (also known as 'the affiliate') and the customer. The market has grown in complexity to warrant a secondary tier of players, including affiliate management agencies, super‐affiliates and specialized third parties vendors. Affiliate marketing overlaps with other Internet marketing methods to some degree, because affiliates often use regular advertising methods. Those methods include organic search engine optimization, paid search engine marketing, e‐mail marketing, and in some sense display advertising. On the other hand, affiliates sometimes use less orthodox techniques, such as publishing reviews of products or services offered by a partner. 10. Affiliate Programs: using one website to drive traffic to another—is a form of online marketing, which is frequently overlooked by advertisers. While search engines, e‐mail, and website syndication capture much of the attention of online retailers, affiliate marketing carries a much lower profile. Still, affiliates continue to play a significant role in e‐ retailers' marketing strategies. Offline Lead Generation Live Phone Lead Transfer Division Using a combination of a predictive dialer call center solution and an overseas outsourced call center solution, management will generate custom live transfer leads for the education, debt settlement, mortgage, and travel lead vertical. Management has consulted with some of the current leaders in the call center space, and is confident that a high volume of live leads can be generated and sold for a profit. A pre‐screened custom real‐time live lead is considered the best type of lead for any sales organization. From this fact alone, it is possible to charge high prices for leads generated by the division in order to meet profitability goals and acquisition costs goals for the client. Competitive pricing will be determined from the ability to generate a certain volume of leads/day for each custom campaign. Scaling up or down for any campaign will be determined each day from the Live Phone Lead Transfer Division Sales Manager whom will be monitoring all campaigns each business day from the Internet and with the current client base. The goal of this division is to continually grab market share through a full commission sales force, tradeshows, networking, and a website.
Item 10: The nature and extent of the Issuer’s facilities Nexus Enterprise Solutions, Inc. has nominal business facilities, equipment, and assets. Part D – Management Structure and Financial Information Item 11: The name of the chief executive officer, members of the Board of Directors, as well as the control persons.
Name Position Age Board Memberships, other
affiliations Compensation Ownership
John
Limansky1 Chief Executive Officer 33 Chairman of the Board of Nexus Enterprise Solutions, Inc., no other affiliations
None O %
Maureen
Morgan2 Director 32 No affiliations $120,000 O %
No family relations within the company are known to exist, nor are any related persons3 involved. JOHN LIMANSKY, CEO Business Address: 1925 W 32nd Ave Unit 402 Denver, CO 80211 Dr. Limansky is a physician in internal medicine. His background in finance includes 5 years experience as an equities trader in New York. He combines his knowledge in finance with his medical experience to generate ideas for future growth in health insurance leads. Dr. Limansky holds a B.S. from UCLA as well as a doctrate of medicine and is currently pursuing a board certification in Internal medicine. He is currently employed by Exempla St. Joseph Hospital as well as being CEO of Nexus Enterprise Solutions, Inc. and has no other employment history in the past five years. MAUREEN MORGAN, DIRECTOR Business Address: 8806 Grand Bayou Ct Tampa, Fl 33635 Maureen graduated from the University of Toledo, Ohio, first in 2001 with a Bachelor of Pharmacy in Pharmaceutical Sciences, and a minor in Chemistry. Then she graduated from graduate school in 2003 earning a Doctor of Pharmacy, PharmD. degree. She has served the communities she's resided for nearly a decade as a retail pharmacist. Maureen works for a major retail pharmacy chain, CVS. She was selected to be a pharmacy manager as well as a preceptor for pharmacy students several years ago. 1 John Limansky has not been involved in any material legal proceedings. (non‐material example: traffic violations, etc.) 2 Maureen Morgan has not been involved in any material legal proceedings. (non‐material example: traffic violations, etc.) 3 Related persons – Director, Officer, nominee for Director, or beneficial owner of more then 5% of any class of securities, immediate family members of any such person, and any person (other than a tenant or employee) sharing the household of such person.
Item 11 – Disclosure of Related Party Transactions. No transactions have taken place during the third quarter of 2011 in the amount exceeding the lesser of $120,000 or one percent of the average of our total assets at year‐end for the last three fiscal years. Item 11‐E – Disclosure of Conflicts of Interest. No conflicts of interest exist.
Item 12 – Financial Information for the Issuer’s most recent fiscal period
NEXUS ENTERPRISE SOLUTIONS, INC.
(fka MutuaLoan Corporation)
(a Development Stage Company) Balance Sheets ASSETS September 30, December 31, 2011 2010 (unaudited) (unaudited) CURRENT ASSETS Cash $ 85,009 $ -
Accounts receivable, net 1,362 -
Total Current Assets 86,371 -
TOTAL ASSETS $ 86,371 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES
Accounts payable and accrued expenses $ 157,436 $ -
Notes payable 445,985 -
Total Current Liabilities 603,421 -
STOCKHOLDERS' EQUITY
Preferred stock, 10,000,000 shares authorized,
at no par value, no shares issued and outstanding. - -
Common stock, 300,000,000 shares authorized
at no par value; 100,351,679 shares issued
and outstanding, respectively - -
Additional paid-in capital (343,590) -
Accumulated deficit (173,460) -
Total Stockholders' Equity (Deficit) (517,050) -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 86,371 $ - - -
The accompanying notes are an integral part of these financial statements. 2
NEXUS ENTERPRISE SOLUTIONS, INC. (fka MutuaLoan Corporation) (a Development Stage Company)
Statements of Operations (unaudited)
From Inception For the Three Months Ended For the Nine Months Ended through
September 30, September 30, September 30,
2011 2010 2011 2010 2011 REVENUES $ 3,315 $ - $ 3,315 $ - $ 3,315 COST OF SALES - - - - - GROSS MARGIN 3,315 - 3,315 - 3,315 OPERATING EXPENSES General and administrative 69,320 - 69,320 - 69,320 Research and development 10,615 - 10,615 - 10,615 Consulting fees 59,591 - 96,840 - 96,840 Total Operating Expenses 139,526 - 176,775 - 176,775 NET LOSS FROM
OPERATIONS (136,211) - (173,460) - (173,460) OTHER EXPENSES
Interest expense (7,431) - (14,862) - (14,862)
LOSS BEFORE INCOME TAXES (136,211) - (173,460) - (173,460) PROVISION FOR
INCOME TAXES - - - - -
NET LOSS $ (136,211) $ - $ (173,460) $ - $ (173,460) BASIC AND DILUTED
LOSS PER COMMON SHARE $ (0.00) $ 0.00 $ (0.00) $ 0.00 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 100,351,679 100,351,679 100,351,679 100,351,679 The accompanying notes are an integral part of these financial statements
NEXUS ENTERPRISE SOLUTIONS, INC.
(fka MutuaLoan Corporation)
(a Development Stage Company) Statements of Stockholders' Equity (Deficit)
(unaudited)
Additional Total
Common Stock Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
Balance, December 31, 2009 100,000,000 $ - $ - $ - $ -
Net income for the year ended
December 31, 2010 - - - - - Balance, December 31, 2010 100,000,000 - - - - Recapitalization 351,679 - (343,590) - (343,590)
Net loss for the nine months
ended September 30, 2011 - - - (173,460) (173,460)
Balance, September 30, 2011 100,351,679 $ - $ (343,590) $ (173,460) $ (517,050)
NEXUS ENTERPRISE SOLUTIONS, INC.
(fka MutuaLoan Corporation)
(a Development Stage Company) Statements of Cash Flows
(unaudited)
From Inception For the Nine Months Ended through
September 30, September 30, 2011 2010 2011 OPERATING ACTIVITIES Net loss $ (173,460) $ - $ (173,460)
Adjustments to reconcile net loss to
net cash used by operating activities: - - -
Changes in operating assets and liabilities:
Accounts receivable (1,362) - (1,362)
Accounts payable (4,554) - (4,554)
Net Cash Used in Operating
Activities (179,376) - (179,376)
INVESTING ACTIVITIES
Purchase of furniture and equipment - - -
Net Cash Used in Investing
Activities - - -
FINANCING ACTIVITIES
Proceeds from notes payable 264,385 - 264,385
Net Cash Provided by Financing
Activities 264,385 - 264,385
NET INCREASE IN CASH 85,009 - 85,009
CASH AT BEGINNING OF PERIOD - - -
CASH AT END OF PERIOD $ 85,009 $ - $ 85,009
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
NON CASH FINANCING ACTIVITIES:
Debt assumed in recapitalization $ 343,590 $ - $ 343,590
The accompanying notes are an integral part of these financial statements.
5
Item 13 – Similar financial information for such part of the two preceding fiscal years as the issuer or its predecessor has been in existence Incorporated from prior filings by reference. NOTE 1 ‐ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Nexus Enterprise Solutions, Inc. (fka Mutualoan., Inc.), a corporation organized under the laws of the State of Wyoming, entered into a business combination with Nexus Business Solution, Inc., a corporation organized under the laws of the State of Florida. The business combination was effective on September 16, 2011. The business combination (the “Agreement”) stipulated that the companies would undergo a business combination and the surviving entity would be Mutualoan Corp. Nexus Enterprise Solutions, Inc. was then merged into Mutualoan Corp. Mutualoan Corp. then changed its name to Nexus Enterprise Solutions, Inc. (the new surviving entity) The transaction has been accounted for as a reverse merger, whereby Mutualoan is the surviving entity legal purposes and Nexus is the surviving entity for accounting purposes. The shareholders of Nexus Enterprise Solutions, Inc. will receive 100,000,000 shares in aggregate; the shareholders of Mutualoan Corp. will retain their holdings 1:1 and the authorized number of shares in the surviving entity remained at 500,000,000 and the issued and outstanding shares will be accordingly adjusted to 100,351,679, upon total issuance; even though the 100,000,000 share consideration for Nexus Enterprise Solutions, Inc. will be broken out in to the first tranche of 13,000,000 shares, three tranches of 20,000,000 shares, and the fourth tranche of 27,000,000. Basis of Presentation The unaudited financial statements as of June 30, 2011 and December 31, 2011 and for the six months ended June 30, 2011 and 2010 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S‐X rule 8‐03. In the opinion of management, the unaudited 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 as of June 30, 2011 and the results of operations and cash flows for the periods then ended. 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, 2011 and 2010, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2011 and 2010. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
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. However, the Company has not generated revenues since inception and has an accumulated deficit of $37,249 as of June 30, 2011. 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 capital markets. 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 – NOTES PAYABLE During the six months ended June 30, 2011, the Company received $100,000 of proceeds from its notes payable. NOTE 4 – SUBSEQUENT EVENTS During the three months ended September 30, 2011, the Company received an additional $264,385 of proceeds from its notes payable. On October 26, 2011, the Company received an equity investment of $67,500. In accordance with ASC 855 the Company’s management reviewed all material events through the date of this report and there are no material subsequent events to report. Item 14 – Beneficial Owners NAME OWNERSHIP Cede & Co. P.O.B. Bowling Green Station New York, NY 10004 14,385 Linda Hawk 211 Kirkwood Court Sugarland, Texas 77478 22,549 Nexus Enterprise Solutions, Inc. Corp. ℅ Peter Camitiello, Esq. Rarter Krinsky & Drogin, LLP 1350 Broadway, New York, New York 10018 72,235 Brian Tompakov 1375 Gateway Blvd Boynton Beach, Fl 33426 200,000
Item 15 – Contact information for material advisors 15.1 Investment Bankers‐ N/A 15.2 Promoters‐ N/A 15.3 Counsel‐ Ken Bart Owner/Managing Partner Bart and Associates, LLC Phone: (720) 226‐7511 Fax: (303) 745‐1880 Email: kbart@kennethbartesq.com www.kennethbartesq.com 15.4 Accountant or Auditors‐ Gordon Jones J&J Counsultants, LLC 291 South 200 West Farminton, UT 84025 Phone: (801) 916‐3884 Fax: (801) 447‐6880 Email: gjonest@aol.com http://www.jandjconsultantsllc.com/ 15.5 Public Relations ‐ N/A 15.6 Investor Relations‐ N/A 15.7 Consultant ‐ CMB Family Investment 6401 N. University Dr #316 Tamarac, Fl 33321 Item 16 – Management’s Discussion and Analysis or Plan of Operation Nexus Enterprise Solutions, Inc., is an internet‐based company that utilizes different internet marketing strategies to capture targeted buyer data and use that data to generate revenues through both affiliate marketing and lead generation sales. There is an incredibly growing demand from companies to specifically target market their consumers and the internet has been the tool that allows advertising companies to do that. Nexus Enterprise Solutions is in the process of building out different web properties that meet the search needs of people for specific areas and have those individuals whom are searching to allow outside companies to contact them. Nexus Enterprise Solutions will then be able to create a revenue stream from both a lead generation and affiliate marketing strategy. Nexus Enterprise Solutions, Inc. is attempting to bring about a fundamental change in the strategic mindset concerning how services, information and products are marketed and distributed. The company is specifically designed to thrive in any regional marketplace, where an organization’s actions directly affect both its cost structure and its value proposition to consumers. Their unique methodologies generate significant cost savings by greatly reducing the factors which
generate material price thresholds. Buyer value is directly lifted by creating innovative and unique elements to promote industry competition and give the respective constituent companies a competitive edge. It is expected that over time, costs will be reduced even further as economies of scale take effect, due to the high sales volumes that this superior value is expected to generate. Part E – Issuance History Item 17 – List all securities offerings or shares issued for services in the past two years During the third quarter 2011 Nexus Enterprise Solutions, Inc. entered into a twenty‐four month consulting agreement with CMB Capital and authorized CMB Capital to raise 175,000 USD from investors for the funding of operations of Nexus Enterprise Solutions, Inc. The funding sources were the CMB Family, Cliste Consulting and Adam Wasserman. The Company has a consulting agreement with CMB Capital, dated May 6, 2011. In exchange for services rendered by the consultant, the Company owes 500,000 shares to the Consultant, which were deemed to be earned by the Consultant on the execution date of the agreement. CMB Capital will be reimbursed for any and all expenses incurred during management of business operations, including any personal expenses incurred. Part F – Material Contracts Item 18 – Material Contracts None Item 19 – Articles of Incorporation and bylaws Incorporated by reference from prior filings. Item 20 – Purchases of equity securities by the issuer and affiliated purchasers None Item 21 – Issuer’s Certifications I, John Limansky, certify that: 1. I have reviewed this Third Quarter Initial Disclosure Statement of Nexus Enterprise Solutions, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operation and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Date: September 30, 2011 John Limansky, CEO
Exhibit 1 – Nexus Enterprise Solutions, Inc. Preliminary Business Plan
Nexus Business Solutions, Inc.
ORGANIZATION PLAN SUMMARY Nexus Enterprise Solutions, Inc. is an internet‐based company that utilizes different internet marketing strategies to capture targeted buyer data and use that data to generate revenues through both affiliate marketing and lead generation sales. There is an incredibly growing demand from companies to target market their consumers and the internet has been the tool that allows advertising companies to do that. Nexus Enterprise Solutions plans to build out different web properties that meet the search needs of people for specific areas and have those individuals whom are searching to allow outside companies to contact them. Nexus Enterprise Solutions will then be able to create a revenue stream from both a lead generation and affiliate marketing strategy. Nexus Enterprise Solutions, Inc. is bringing about a fundamental change in the strategic mindset concerning how services, information and products are marketed and distributed. The company is specifically designed to thrive in any region or marketplace, where an organization’s actions directly affect both its cost structure and its value proposition to consumers. Our unique methodologies generate amazing cost savings by greatly reducing the factors upon which an industry must compete. Buyer value is directly lifted by raising and creating elements that the industry has never before offered. Over time, costs are reduced even further as scale economies kick in, due to the high sales volumes that this superior value generates. Among the largest challenges facing businesses in our marketplace are: ◊ Lead generation and customer acquisition is expensive and difficult ◊ Companies are not versed well in customer retention ◊ Conversion ratios are abysmal ◊ Business Intelligence is severely lacking ◊ Customer trust is very difficult to achieve ◊ Customer loyalty, engagement, and the bottom‐line are suffering ◊ Cross‐selling opportunities are minimized if available at all Companies constantly spend millions of dollars trying to bring different services, products, and their customers together. The current methods that are attempting to bridge the gap in this effort are anything but efficient, more specifically businesses have been unable to effectively address these lost dollars and opportunities. The short‐term goals of Nexus Enterprise Solutions, Inc. are to create websites that meet two criteria: 1) An industry or idea that demonstrates a large amount of search traffic and thus a demand for information on the topic and 2) An industry or idea where companies could capitalize on those searchers demands for products related to that particular industry or idea; These websites will include blogging and expert analysis on a particular topic and the opportunity for the searcher to gain more information by downloading white papers. In order to obtain this level of information, the individual would need to input their information, including, but not limited to: their name, email address, zip code and Date‐of‐Birth. With this information, NES can then create an affiliate marketing campaign around this data or sell the leads to a procuring party. In the initial stage, NES will create web properties in five different industries that meet the above criteria. The long‐term goal for Nexus Enterprise Solutions, Inc. is to become a large‐scale publisher of highly‐targeted information and leads. With the emergence of internet giants like Facebook, Groupon, and Google, marketing companies have made a tremendous push to be able to demographically target potential customers and also be able to quantify results.
With the internet’s ability to track traffic patterns of potential customers, companies no longer need to advertise on a billboard or magazine page in hopes of getting exposure. The current trends are to know exactly how many people have viewed your ad, exactly how many showed interest in your ad (clicked on an ad) and exactly how many people took action specifically on that particular ad or did they buy what I’m selling them. In addition, a publishing company such as Nexus Enterprise Solutions will be able to know those consumers’ buying habits and interests, so that future advertisers do not have to waste time or money on consumers that would most likely not be interested in their products or services. Many companies are slow to adapt to the evolution of business and this creates a tremendous advantage for a company such as Nexus Enterprise Solutions, Inc. The bloodline of a company is its ability to attract and convert business, and therefore many companies are willing to spend a large portion of their budget doing just this. NES will be able to accommodate the needs of these companies that do not have either the knowledge or budget to explore and execute this type of marketing program. For instance, if we create a blog or white paper about what the latest trends in running are and we have 20,000 readers register to read this article, we know that these people have shown an interest in running. If we then approach Nike about their new running shoe line and they inform us that they are looking for names of people between the ages of 25‐45 that run, NES can be pretty sure that they can draw from our database of names that registered to read our information on running to accommodate Nike’s demands. This biggest threat that faces Nexus Enterprise Solutions is the quickly changing and evolving marketplace. It is because of this, that NES will put considerable resources and following internet marketing trends and will therefore be on the forefront of these trends. SERVICES Nexus Enterprise Solutions will consist of a multiple revenue stream approach. The initial revenue stream will be from purchasing the white papers on the subject where the customer will gain unpublished information on whatever industry or idea they are looking for. Upon the reader registering with NES, they will be able to download a white paper from their email that will include this proprietary information they are looking for. Once the reader has input their information, they will have agreed to get notified by our partners. These ìpartnersî would be the companies such as Nike in the aforementioned example. With this lead, we have a more segmented, highly targeted lead. Since Nexus Enterprise Solutions will be running offers in different market segments, we can correlate and partner with companies in similar industries that are looking for these customer types. Through these strategic partnerships Nexus Enterprise Solutions can sell this data directly to the partners, can customize a premium campaign for the partner, or work through multiple affiliate networks such as Commission Junction or LinkShare to create custom publishing campaigns for larger partners such as a Target, WalMart, and Sports Authority. By taking this approach, Nexus Enterprise Solutions is able to find people that are interested in a specific area and therefore NES is able to sell that person’s information to multiple partners. If we look back to our runner example, we would not have to stop at marketing Nike’s shoes to them. There may be a 5k race in Orlando that is looking to promote its event and may ask us to market to people that have an interest in running within 200 miles of Orlando or a product like Everstride that is a lubricant that runners use to avoid chaffing in their inner‐thighs and chest. To the viewpoint of the researcher, they will be happy as marketing will be unobtrusive and will bring new products and events that they have demonstrated interest in to the forefront. By marketing to them in this manner, we can continually generate revenue from the lead that cost us a one‐time cost to generate. In addition, Nexus Enterprise Solutions, Inc. is creating a proprietary content generating system that will be able to generate massive amounts of high‐quality content that can not only be used for allowing NES to garner elite Search Engine Optimization rankings with the major search engines like Google and Bing, but will create an additional revenue stream for NES. Content will be able to be sold at a 100% markup, yet the retail price will still be far below current price points that can be found for content writing that originates within the United States. Some key components of the Nexus Business Solution’s approach are to: Use trusted affinity communication tools to raise awareness, create web properties where all inquiries are on an opt‐in basis, make sure to protect affinity and member data and respect the privacy of all, and make sure to manage information access to control unauthorized agent use. This along with the vast emphasis NES places on analytics and property testing and one can see how NES strives to be a leader in the industry.
Together, all of these components create the complete picture of publishing for Nexus Enterprise Solutions. With the tremendous demand for specific lead data, and companies’ inability to meet those demands, NES will have the ability to gather a sizeable market share in the industry. MARKETING PLAN OVERVIEW Nexus Enterprise Solutions, Inc. will have a multi‐faceted marketing approach to drive traffic it its web properties, offers and to drive the customer base. NES will initially utilize a Search Engine Marketing approach through different search engines pay‐per‐click campaigns, Search Engine Optimization from its proprietary content writing initiative and social media outlets both by Business Page efforts and highly‐targeted ads. Marketing through these different mediums will allow for Nexus Enterprise Solutions both to drive significant traffic to its collection of web portals and pathways which can then be customized and sorted for data relevancy, but can also be re‐categorized to market other offers to our existing traffic. Nexus Enterprise Solutions, Inc. has developed an innovative solution that combines proprietary systems and highly‐ scalable web property components. Some of the results include: ◊ Lower cost of customer acquisition ◊ Increased customer retention and loyalty ◊ Increased sales, larger profits, happier consumers ◊ Extended business intelligence across product and affiliates ◊ Minimized infrastructure reliance through the use of different technologies ◊ Increased customer engagement and satisfaction ◊ Better conversion rates MARKET OVERVIEW The current market offers an incredibly high demand for the web properties that Nexus Enterprise Solutions has. For the particular verticals that NES has launched in, there are over 20 million monthly searches, looking for specific information. By engaging experts in these different fields, NES offers a unique approach to the questions that researchers are looking for, and thus is able to place a premium on such information. In addition, search trends have been steadily growing throughout all search engine queries across the internet. By focusing on industries that have a high search demand, Nexus Enterprise Solutions is able to capitalize on researchers’ information and adapt that data, to create the most qualified leads for its strategic partners. With this data, NES incorporates its multi‐faceted affiliate marketing and lead generation approach to convert these researchers’ inquiries, to become buyers of its partners’ products. Although searches on search engines such as Google and Bing have been steadily growing, individuals searching are still not finding the answer that they are looking for initially the first time. Nexus Enterprise Solutions plans to cater to the 50%+ of searches that are done where the individual did not feel like they received the information that they were looking for by using industry experts, rather than just generic writers to have in‐depth analysis of an industry or topic. In an experiment done at the University of Illinois Chicago, Computer Science Department, the study found that between 35‐50% of informational queries were not fully satisfied when searching for their topic (See Table 2): Table 1: Results for navigational queries.