Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. Nexus Enterprise Solutions, Inc. (1561781) 10-Q published on Nov 20, 2017 at 5:04 pm
Reporting Period: Sep 29, 2017
In the second quarter of 2017, after a year of negotiations, the Company was able to secure new technology to be used to sell leads to its clients. This technology allows better segmentation of data. The Company believes that this technology will allow it to sign up more significant leads buyers in future, which will allow it to return to consistent levels of profitability. However, through the end of the third quarter of 2017, these efforts to establish a stabilized source of revenues have been insufficient to cover operating costs over an extended period of time, or have not materialized.
On September 1, 2017, Christopher Ashe was appointed as the Company's Chief Executive Officer. In connection with his appointment, the Company and Devgen, LLC, an entity owned by Mr. Ashe, entered into an Independent Contractor Agreement dated September 1, 2017 (the "Ashe Agreement"). Pursuant to the Ashe Agreement, Mr. Ashe will receive a monthly cash fee of $10,000, as well as a variable fee of 5% of total gross profit under $100,000, 4% of total gross profit over $100,000 and 5% of gross profits from customers obtained by Mr. Ashe. Pursuant to the Ashe Agreement, for a period of one year from September 1, 2017 (the "Effective Date"), Mr. Ashe will be paid a minimum of $12,000 per month (the "Minimum Fee"), which shall include the monthly cash fee and the variable fee. Mr. Ashe has also agreed that for the first three months from the Effective Date, $2,000 of the Minimum Fee shall be paid as a promissory note to be repaid in equal installments of $500 over a twelve month period, beginning in the fourth month from the Effective Date. In addition, Mr. Ashe will be issued 1,200,000 shares of restricted common stock. 200,000 common shares, with a fair value of $12,000, were issued upon the Effective Date. The remaining 1,000,000 shares will be issued in equal quarterly installments from January 10, 2018 through October 1, 2020 (see Note 7 - Commitments and Contingencies, and Note 8 – Subsequent Events). During the quarter ended September 30, 2017, Devgen LLC was paid $10,000 under the Ashe Agreement.
There was no variable fee paid under the Ashe Agreement as of the end of the third quarter. In addition to the $12,000 in fair value of the shares issued, the fair value of the remaining 1 million of shares was estimated as of September 30, 2017 and the prorated expense of $220 from the date of the agreement to period ended September 30, 2017 was recognized.
On October 13, 2017, Christopher Ashe resigned from his position as Chief Executive Officer of the Company. There were no disagreements between the Company and Mr. Ashe. As part of Mr. Ashe's resignation, the Company and Mr. Ashe mutually agreed to terminate the Independent Contractor Agreement dated September 1, 2017. There will be no additional compensation paid by the Company pursuant to the Ashe Agreement.
On October 13, 2017, James Bayardelle, was appointed as the Company's Chief Executive Officer, until a new Chief Executive Officer is appointed. Mr. Bayardelle was Chief Executive Officer of the Company from August 23, 2013 through September 1, 2017, and has been a Director of the Company since August 26, 2013.