SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2015~~2016

Commission File No. 333-184832

NEXUS ENTERPRISE SOLUTIONS, INC.

(Exact Name of Issuer as specified in its charter)

Wyoming	45-2477894
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)

5340 N. Federal Highway, Suite 206
5340 N. Federal Highway Suite 206
Lighthouse Point, FL	33064
(Address of principal executive offices)	(zip code)

(561) 767-4346

(Registrant's telephone number, including area code)

Securities to be Registered Pursuant to Section 12(b) of the Act: None

Securities to be Registered Pursuant to Section 12(g) of the Act:

Common Stock, $0.001 per share par value

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [] No [X].

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ~~Yes [] No [X].~~

Yes [] No [X].

Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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: [X] No: [ ]

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 [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is contained in this form and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. [X]

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 []	Accelerated filer []
Non-accelerated filer [] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [] No [X].

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. The aggregate market value of the voting stock held by nonaffiliates computed by reference to the price at which the stock was sold as of June 30, ~~2015~~2016 was $41,~~326~~241,~~786~~572.

As of ~~March~~April 3017, ~~2016~~2017, registrant had outstanding 19,~~007~~242,144 shares of common stock.

FORM 10-K

NEXUS ENTERPRISE SOLUTIONS, INC.

INDEX

PART I
Item 1. Business	3
Item 1A. Risk Factors	9
Item 2. Property	9
Item 3. Legal Proceedings	9
Item 4. Mine Safety Disclosures	9
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6. Selected Financial Data	11
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	15
Item 8. Financial Statements and Supplementary Data	15
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	27
Item 9A. Controls and Procedures	27
Item 9B. Other Information	28
PART III
Item 10. Directors, Executive Officers and Corporate Governance	29
Item 11. Executive Compensation	30
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13. Certain Relationships and Related Transactions, and Director Independence	32
Item 14. Principal Accountant Fees and Services	33
Item 15. Exhibits Financial Statement Schedules	34
Signatures	35

PART I

Item 1. Business	2

Item 1A. Risk Factors	6

Item 2. Property	6

Item 3. Legal Proceedings	6

Item 4. Mine Safety Disclosures	6

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6

Item 6. Selected Financial Data	8

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	8

Item 7A. Quantitative and Qualitative Disclosures About Market Risk	10

Item 8. Financial Statements and Supplementary Data	10

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	24

Item 9A. Controls and Procedures	24

Item 9B. Other Information	25

PART III

Item 10. Directors, Executive Officers and Corporate Governance	25

Item 11. Executive Compensation	27

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27

Item 13. Certain Relationships and Related Transactions, and Director Independence	28

Item 14. Principal Accountant Fees and Services	28

Item 15. Exhibits Financial Statement Schedules	29

Signatures	30

-For 2purposes -of this report, unless otherwise indicated or the context otherwise requires, all references herein to "Nexus," "the Company", "we," "us," and "our," refer to Nexus Enterprise Solutions, Inc., a Wyoming corporation.

For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to "Nexus," "the Company" ,"we," "us," and "our," refer to Nexus Enterprise Solutions, Inc., a Wyoming corporation.

Forward-Looking Statements

The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.

When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.

PART I

Item 1. DESCRIPTION OF BUSINESS.

General Information about Our Company

Based in Lighthouse Point, Florida, Nexus is a lead generation services company dedicated to helping our customers identify, engage and develop long term relationships with their clients through a host of proprietary lead generation systems designed to identify potential clients for our customers, Nexus Enterprise Solutions, Inc. provides a broad range of internet marketing strategies to capture targeted buyer data and use that data to generate revenues through the sale of leads to our customers. Nexus Enterprise Solutions, Inc. is quickly expanding into a number of different industries and currently serves as a lead generation engine for several of the nation's largest companies in the insurance and financial service sectors.

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.

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Principal services and their markets

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. Below, our lead generation service and process are detailed in an effort to explain the methods by which our company generates revenue.

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 use two separate methods of acquiring leads, which are online generation and offline generation.

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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 are as follows, with each including a description of how the process involved with each type of lead generation method is utilized.

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 industry. For this service, our customers 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.

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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 a 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, this seeks to drive a high volume of traffic to one site. It does this by offering financial incentives (in the form of a percentage of revenue) to affiliated partner sites.

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 one of our customer's potential or current client 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

5. Online Internet Publishers: are companies specializing in lead generation and buy 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 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. Since each lead opts in, the Internet publishers capture the IP ("Internet Protocol") address of the computer each lead comes from, as well as the date and time of capture.

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,, JavaScript program or multimedia object employing technologies such as Java, Shockwave or Flash, often employing animation, sound, or video to maximize presence.

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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. 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 revenue sharing 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.

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.

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 Network: 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, superaffiliates 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.

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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, 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. It is possible to charge high prices for leads generated by using this method, and it also allows our customers to meet profitability goals and acquisition costs goals. Competitive pricing will be determined from the ability to generate a certain volume of leads/day for each of our customers. The necessity to increase or decrease our use of this method of lead generation for our customers will be determined each day based on the amount of leads generated.

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.

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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.

Organization

We are comprised of one corporation. All of our operations are conducted through this corporation.

Clients and Competition

Competition

We see very little competition for our business model, and do not anticipate such competition to become significant in the future. While it is possible that our business model may be duplicated in the future, at the current time we believe our system and business method of providing both online and offline lead generation services as one automated system is unique and therefore results in little competition from our competitors, including our competitors in the lead generation business.

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Platform

Lead generation services do exist. However, our automated solution is a mass market product that enables potential buyers and sellers to quickly purchase and sell various leads. We are in the process of creating and operating a platform which will create a new method for facilitating such transactions.

Strategy

Structured as a technology services company, our business model is designed to provide an automated solution to the lead generating process. We anticipate in the near future having a solid footprint with minimal competition.

Backlog

At December 31, ~~2015~~2016, we had no backlog.

Employees

As of December 31, ~~2015~~2016, we have three full time employees and two part time employees.

Proprietary Information

We own no proprietary information.

Government Regulation

We do not expect to be subject to material governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory authorities.

Research and Development

We spent $~~9,018~~0 on research and development of our products during the year ended December 31, ~~2015~~2016, which is compared to $09,018 spent on research and development during the year ended December 31, ~~2014~~2015. We expect our research and development costs to remain stable now that we have finalized the development of our lead generation model.

Environmental Compliance

We believe that we are not subject to any material costs for compliance with any environmental laws.

How to Obtain our SEC Filings

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports, are available on our website at www.nexusenterprisesolutions.com, as soon as reasonably practicable after we file these reports electronically with, or furnish them to, the Securities and Exchange Commission ("SEC"). Except as otherwise stated in these reports, the information contained on our website or available by hyperlink from our website is not incorporated into this Annual Report on Form 10-K or other documents we file with, or furnish to, the SEC.

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Our investor relations department can be contacted at our principal executive office located at our principal office, 5340 N. Federal Highway, Suite 206, Lighthouse Point, FL 33064. Our telephone number is (561)-767-4346.

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Item 1A. RISK FACTORS

Not required for a Smaller Reporting Company.

ITEM 1B. Unresolved Staff Comments.

None.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company operations are currently being conducted out of the Company office located at 5340 N. Federal ~~Hwy~~Highway, ~~STE~~Suite 206, Lighthouse Point, FL ~~33406 1375~~33064; (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.

ITEM 3. LEGAL PROCEEDINGS.

WeOn ~~are~~April ~~not~~13, 2017, the Company was served with a ~~party~~lawsuit toby ~~any~~Affluent ~~material~~ADS ~~legal~~LLC, ~~proceedings~~d/b/a Leadnomics ("Affluent"), ~~nor~~which isalleges ~~our~~that ~~property~~the Company owes $33,596.85 as compensation for services rendered by Affluent. The Company is investigating the ~~subject~~validity of ~~any~~the ~~material~~complaint ~~legal~~and ~~proceeding~~will address the complaint as required. The Company will file a Form 8-K in order to disclose information related to the lawsuit as soon as an outcome is determined.

Other than described above, we are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Since July 30, 2013, our common stock has been quoted on the OTCQB marketplace, under the trading symbol NXES. Prior to June 30, 2013, our common stock was quoted on OTC Markets Pinksheets. However, there was no public trading of our common stock. The following table sets forth, for the calendar periods indicated, the range of the high and low closing prices reported for our common stock. The quotations represent inter-dealer prices without retail mark-ups, mark-downs, or commissions, and may not necessarily represent actual transactions. The quotations may be rounded for presentation.

-Fiscal 9year -ended December 31, 2016

Fiscal year ended December 31, 2015		High		Low
		High		Low
First Quarter	$	0.12	$	0.0812
Second Quarter	$	0.2515	$	0.2515
Third Quarter	$	0.1615	$	0.1610
Fourth Quarter	$	0.1408	$	0.1408

Fiscal year ended December 31, ~~2014~~2015

		High		Low
First Quarter	$	0.~~203~~12	$	0.~~123~~08
Second Quarter	$	0.2725	$	0.~~164~~25
Third Quarter	$	0.2016	$	0.0816
Fourth Quarter	$	0.~~129~~14	$	0.0814

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Holders

As of ~~March~~April 3017, ~~2016~~2017, there were ~~209~~210 record holders of our common stock, and there were 19,~~007~~242,144 shares of our common stock outstanding.

The Securities Enforcement and Penny Stock Reform Act of 1990

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

	●	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

	●	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;

	●	contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

	●	contains a toll-free telephone number for inquiries on disciplinary actions;

	●	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

	●	contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

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The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:


	●	the bid and offer quotations for the penny stock;

	●	the compensation of the broker-dealer and its salesperson in the transaction;

	●	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

	●	monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

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Dividend Policy

We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

Recent Sales of Unregistered Securities

~~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 rendered~~None.

ITEM 6. SELECTED FINANCIAL DATA

A smaller reporting company is not required to provide the information in this Item.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as "may", "will", "should", "anticipate", "believe", "expect", "plan", "future", "intend", "could", "estimate", "predict", "hope", "potential", "continue", or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including, but not limited to, the matters discussed in this report under the caption "Risk Factors". We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.

The following table provides selected financial data about us for the fiscal years ended December 31, ~~2015~~2016 and ~~2014~~2015. For detailed financial information, see the audited Financial Statements included in this report.

	Years Ended December 31,
Balance Sheet Data:	~~2015~~2016			~~2014~~2015
Cash	$	186,~~842~~176		$	3118,~~575~~842
Total assets		~~467~~86,~~592~~573			~~602~~467,~~782~~592
Total liabilities		~~763~~(795,~~999~~159	)		1(763,~~059,277~~999	)
Shareholders' deficit		(~~296~~708,~~407~~586	)		(~~456~~296,~~495~~407	)
Operating Data:
Revenues		1,~~741~~219,~~405~~297			1,~~602~~741,~~662~~405
Cost of Revenues		1,007,897			1,059,548
Cost of Sales		730,526			1,007,897
Operating expenses		~~586~~870,~~494~~886			~~604~~586,~~199~~494
Net Income (loss)	$	~~116~~(446,~~369~~513	)	$	~~(62~~116,~~207~~369	)

Results of Operations

For the year ended December 31, ~~2015~~2016 and December 31, ~~2014~~2015

The Company generated $1,~~741~~219,~~405~~297 in revenue for the year ended December 31, ~~2015~~2016, which compares to revenue of $1,~~602~~741,~~662~~405 for the year ended December 31, ~~2014~~2015. Our revenues ~~increased~~decreased during the year ended December 31, ~~2015~~2016 due to ~~increased~~decreased sales of our products and services to our ~~current~~ customers during the period.

~~Cost~~- of8 sales for the year ended December 31, 2015 was $1,007,897, which compares to cost of sales of $1,059,548 for the year ended December 31, 2014. Our revenues increased only slightly during the year ended December 31, 2015, which resulted in a very similar adjustment to our cost of sales during the period.-

-Cost 12of -sales for the year ended December 31, 2016 was $730,526, which compares to cost of sales of $1,007,897 for the year ended December 31, 2015. Our revenues decreased during the year ended December 31, 2016, which resulted in a similar adjustment to our cost of sales during the period.

Operating expenses, which consisted ~~solely~~ of general and administrative expenses, research and development fees and consulting fees for the year ended December 31, ~~2014~~2016, were $~~604~~870,~~199~~886. This compares with operating expenses for the year ended December 31, ~~2013~~2015 of $~~989~~586,~~022~~494. The major components of general and administrative expenses include accounting fees, legal and professional fees. Our operating expenses ~~decreased~~increased during the year ended December 31, ~~2014~~2016 because we had aan ~~decrease~~increase of $44,564 in our ~~consulting~~general ~~fees~~ and noadministrative ~~research~~expenses ~~and~~during ~~development~~the ~~costs~~period.

As a result of the foregoing, we had a net loss of $62446,~~207~~513 for the year ended December 31, ~~2014~~2016. This compares with a net ~~loss~~income for the year ended December 31, ~~2013~~2015 of $~~189~~116,~~259~~369.

~~Operating~~In ~~expenses,~~its ~~which~~audited ~~consisted~~financial ~~solely~~statements as of ~~general~~December ~~and~~31, ~~administrative expenses~~2016, ~~research~~the ~~and~~Company ~~development~~was ~~fees~~issued ~~and~~an ~~consulting~~opinion ~~fees~~by ~~for~~its ~~the~~auditors ~~year~~that ~~ended~~raised ~~December~~substantial ~~31,~~doubt ~~2015,~~about ~~were~~the ~~$586,494.~~ability ~~This~~to ~~compares~~continue ~~with~~as ~~operating~~a ~~expenses~~going ~~for~~concern ~~the~~based ~~year~~on ~~ended~~the ~~December~~Company's ~~31,~~current ~~2014~~financial ~~of $604,199~~position. ~~The~~ ~~major~~Our ~~components~~ability ofto ~~general~~achieve and ~~administrative~~maintain ~~expenses~~profitability ~~include accounting fees, legal~~ and ~~professional~~positive ~~fees.~~cash ~~Our~~flow ~~operating~~is ~~expenses~~dependent ~~decreased~~upon ~~during~~our ~~the~~ability ~~year~~to ~~ended~~successfully ~~December~~develop ~~31,~~and ~~2015~~market ~~because we had a decrease in~~ our ~~general~~products and ~~administrative~~our ~~expenses~~ability ~~during~~to ~~the~~generate ~~period~~revenues.

As a result of the foregoing, we had net income of $116,369 for the year ended December 31, 2015. This compares with a net loss for the year ended December 31, 2014 of $62,207.

In its audited financial statements as of December 31, 2015, 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 December 31, ~~2015~~2016 we had cash of $186,~~842~~176. As of December 31, ~~2014~~2015, we had cash of $3118,~~575~~842.

We believe that with our existing cash flows we may not have sufficient cash to meet our operating requirements for the next twelve months due to the fact that our revenues ~~are~~were ~~increasing~~not ~~while~~sufficient ~~our operating expenses are decreasing. We believe that the amount of revenue we are generating coupled with our lower operating expenses for the year ended December 31, 2015 compared~~ to ~~the year ended December 31, 2014 will~~ allow us to meet our operating requirements during the ~~next~~most ~~twelve~~recent ~~months~~fiscal year. 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 or debt securities. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.

Net cash provided by operating activities was $~~219~~54,~~267~~034 for the year ended December 31, ~~2015~~2016. This compares to net cash provided by operating activities of $43219,~~936~~267 for the year ended December 31, ~~2014~~2015. This ~~increase~~change in cash related to operating activities is due to ana ~~increase~~net inloss ~~our~~for ~~net~~current ~~income~~year, as well as ana ~~increase~~decrease in our accounts receivable.

Cash flows used in investing activities were $0 for the year end December 31, ~~2015~~2016 and December 31, ~~2014~~2015. We do not anticipate significant cash outlays for investing activities over the next twelve months.

Cash flows used in financing activities was $~~232~~66,~~000~~700 for the year ended December 31, ~~2015~~2016 which compares to cash flows used in financing activities of $35232,~~374~~000 for the year ended December 31, ~~2014~~2015. The change in cash flows related to financing activities is due to ana ~~increase~~net decrease in payments on our notes payable.

As of December 31, ~~2015~~2016, our total assets were $~~467~~86,~~592~~573 and our total liabilities were $~~763~~795,~~999~~159. As of December 31, ~~2014~~2015, our total assets were $~~602~~467,~~782~~592 and our total liabilities were $1763,~~059,277~~999.

- 13 -

Our principal source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop and retain our customers and our ability to generate revenues.

Our primary activity will be to seek to develop clients for our services and, consequently, our sales. If we succeed in developing clients for our services and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.

Stock Repurchase

On June 4, 2014, the Company repurchased and cancelled an aggregate of 1,459,504 shares of its common stock for a total purchase price of $356,874.

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.

- 9 -

Plan of Operation

The following milestones are estimates only. The working capital requirements and the projected milestones are approximations only and subject to adjustment based on sales, costs and needs.

Our plan for the twelve months beginning January 1, ~~2016~~2017 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.

We are currently focusing our attention on the auto insurance market, but ~~expect~~intend to expand to other industries inas ~~the~~soon ~~very~~as ~~near~~our ~~future~~revenue allows.

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.

- 14 -

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 do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality.

We do not expect our revenues to be impacted by seasonal demands for our services.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

A smaller reporting company is not required to provide the information in this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

- 1510 -

TABLE OF CONTENTS

Page Report of Independent Registered Public Accounting Firm Balance Sheets Statements of Operations Statements of Shareholders' Deficit Statements of Cash Flows Notes to Financial Statements



Report of Independent Registered Public Accounting Firm	12

Balance Sheets	13

Statements of Operations	14

Statements of Stockholders' Deficit	15

Statements of Cash Flows	16

Notes to Financial Statements	17

- 11 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Nexus Enterprise Solutions, Inc.

Lighthouse Point, Florida

We have audited the accompanying balance sheets of Nexus Enterprise Solutions, Inc. (the "Company"), as of December 31, ~~2015~~2016 and ~~2014~~2015, and the related statements of operations, ~~stockholder~~stockholders's deficit, and cash flows for ~~each of~~ the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nexus Enterprise Solutions, Inc. at December 31, ~~2015~~2016 and ~~2014~~2015, and the results of its operations and its cash flows for ~~each of~~ the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Nexus Enterprise Solutions, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit and an accumulated deficit as of December 31, ~~2015~~2016, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

~~March~~April 3017, ~~2016~~2017

- 12 -

NEXUS ENTERPRISE SOLUTIONS, INC.
Balance Sheets

	December 31,			December 31,
	2016			2015
ASSETS
CURRENT ASSETS
Cash	$	6,176		$	18,842
Prepaid expenses		1,973			-
Accounts receivable, net		78,424			173,203
Total Current Assets		86,573			192,045

Property and equipment, net		-			547
Intangible assets		-			275,000

TOTAL ASSETS	$	86,573		$	467,592

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	255,697		$	239,293
Accrued expenses		248,790			211,721
Derivative liabilities		54,187			-
Convertible debt, net of unamortized discounts		102,500			170,500
Notes payable to related parties		133,985			127,485
Total Current Liabilities		795,159			748,999

Long-term portion of convertible debt		-			15,000
Total Liabilities		795,159			763,999

STOCKHOLDERS' DEFICIT
Preferred stock, 10,000,000 shares authorized,
no par value, no shares issued and outstanding.		-			-
Common stock, 500,000,000 shares authorized
$0.001 par value; 19,242,144 and 19,007,144
shares issued and outstanding, respectively		19,242			19,007
Additional paid-in capital		1,576,369			1,542,270
Accumulated deficit		(2,304,197	)		(1,857,684	)
Total Stockholders' Deficit		(708,586	)		(296,407	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	86,573		$	467,592

The accompanying notes are an integral part of these financial statements.

- 13 -

NEXUS ENTERPRISE SOLUTIONS, INC.
Statements of Operations

	Years Ended
	December 31,
	2016			2015

REVENUES, net	$	1,219,297		$	1,741,405
COST OF SALES		730,526			1,007,897

GROSS PROFIT		488,771			733,508

OPERATING EXPENSES
General and administrative		128,892			84,328
Loss on impairment		275,000			-
Research and development		-			9,018
Consulting fees		466,994			493,148
Total Operating Expenses		870,886			586,494

(LOSS) INCOME FROM OPERATIONS		(382,115	)		147,014

OTHER INCOME (EXPENSES)
Gain on derivatives		12,821			-
Interest expense		(77,219	)		(30,645	)

NET (LOSS) INCOME	$	(446,513	)	$	116,369

BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE	$	(0.02	)	$	0.01

BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING		19,129,781			18,945,089

The accompanying notes are an integral part of these financial statements.

- 14 -

NEXUS ENTERPRISE SOLUTIONS, INC.
Statements of Stockholders' Deficit

						Additional							Total
	Common Stock					Paid-in			Accumulated				Stockholders'
	Shares		Amount			Capital			Deficit				Deficit

Balances, December 31, 2014		18,807,144		$	18,807		$	1,498,751		$	(1,974,053	)		$	(456,495	)
Stock-based compensation		200,000			200			43,519			-				43,719

Net income		-			-			-			116,369				116,369

Balances, December 31, 2015		19,007,144		$	19,007		$	1,542,270		$	(1,857,684	)		$	(296,407	)
Stock-based compensation		235,000			235			34,099			-				34,334
Net loss		-			-			-			(446,513	)			(446,513	)
Balances, December 31, 2016		19,242,144		$	19,242		$	1,576,369		$	(2,304,197	)		$	(708,586	)

The accompanying notes are an integral part of these financial statements.

- 15 -

NEXUS ENTERPRISE SOLUTIONS, INC.
Statements of Cash Flows

	Years Ended
	December 31,
	2016			2015

OPERATING ACTIVITIES
Net (loss) income	$	(446,513	)	$	116,369
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Stock-based compensation		34,334			43,719
Depreciation expense		547			237
Amortization of debt discounts		57,208			-
Gain on derivatives		(12,821	)		-
Loss on impairment of intangible assets		275,000			-
Changes in operating assets and liabilities:
Accounts receivable		94,779			122,220
Prepaid expenses		(1,973	)		-
Accounts payable		16,404			(93,923	)
Accrued expenses		37,069			30,645
Net Cash Provided by Operating Activities		54,034			219,267

FINANCING ACTIVITIES
Borrowings on related-party debt		61,000			-
Payments on convertible payable		(73,200	)		(201,500	)
Payments on related-party debt		(54,500	)		(30,500	)
Net Cash Used in Financing Activities		(66,700	)		(232,000	)

NET DECREASE IN CASH		(12,666	)		(12,733	)
CASH AT BEGINNING OF PERIOD		18,842			31,575
CASH AT END OF PERIOD	$	6,176		$	18,842

SUPPLEMENTAL DISCLOSURES OF
NON - CASH FINANCING ACTIVITIES
Debt discount resulting from derivative liability	$	67,008		$	-

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-
Income taxes		-			-

The accompanying notes are an integral part of these financial statements.

- 16 -

NEXUS ENTERPRISE SOLUTIONS, INC.
Balance Sheets
	December 31,			December 31,
	2015			2014
ASSETS
CURRENT ASSETS
Cash	$	18,842		$	31,575
Accounts receivable, net		173,203			295,423
Total Current Assets		192,045			326,998
Property and equipment, net		547			784
Intangible assets		275,000			275,000
TOTAL ASSETS	$	467,592		$	602,782
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	239,293		$	333,216
Accrued expenses to related parties		211,721			181,076
Notes payable		-			30,500
Convertible debt		170,500			-
Notes payable to related parties		127,485			127,485
Total Current Liabilities		748,999			672,277
Long-term portion of convertible debt		15,000			387,000
Total Liabilities		763,999			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
$0.001 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		(1,857,684	)		(1,974,053	)
Total Stockholders' Deficit		(296,407	)		(456,495	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	467,592		$	602,782

The accompanying notes are an integral part of these financial statements.

- 17 -

NEXUS ENTERPRISE SOLUTIONS, INC.
Statements of Operations
	Years Ended
	December 31,
	2015			2014
REVENUES	$	1,741,405		$	1,602,662
COST OF SALES		1,007,897			1,059,548
GROSS PROFIT		733,508			543,114
OPERATING EXPENSES
General and administrative		84,328			123,814
Research and development		9,018			-
Consulting fees		493,148			480,385
Total Operating Expenses		586,494			604,199
INCOME FROM OPERATIONS		147,014			(61,085	)
OTHER EXPENSES
Interest expense		(30,645	)		(1,122	)
NET INCOME (LOSS)	$	116,369		$	(62,207	)
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE	$	0.01		$	(0.00	)
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING		18,945,089			19,748,932

The accompanying notes are an integral part of these financial statements.

- 18 -

NEXUS ENTERPRISE SOLUTIONS, INC.
Statements of Stockholders' Deficit
							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders'
	Shares			Amount			Capital			Deficit			Deficit
Balances, December 31, 2013		19,966,648		$	19,967		$	1,807,570		$	(1,911,846	)	$	(84,309	)
Stock-based compensation		300,000			300			46,595			-			46,895
Repurchase and cancellation of common stock		(1,459,504	)		(1,460	)		(355,414	)		-			(356,874	)
Net loss		-			-			-			(62,207	)		(62,207	)
Balances, December 31, 2014		18,807,144		$	18,807		$	1,498,751		$	(1,974,053	)	$	(456,495	)
Stock-based compensation		200,000			200			43,519			-			43,719
Net income		-			-			-			116,369			116,369
Balances, December 31, 2015		19,007,144		$	19,007		$	1,542,270		$	(1,857,684	)	$	(296,407	)
The accompanying notes are an integral part of these financial statements.

- 19 -

NEXUS ENTERPRISE SOLUTIONS, INC.
Statements of Cash Flows
	Years Ended
	December 31,
	2015			2014
OPERATING ACTIVITIES
Net income (loss)	$	116,369		$	(62,207	)
Adjustments to reconcile net income (loss) to
provided by operating activities:
Stock-based compensation		43,719			46,895
Bad debt expense		-			7,523
Depreciation expense		237			263
Changes in operating assets and liabilities:
Prepaid expenses		-			15,250
Accounts receivable		122,220			(76,434	)
Accounts payable and accrued expenses		(93,923	)		111,524
Accrued expenses to related parties		30,645			1,122
Net Cash Provided by Operating Activities		219,267			43,936
FINANCING ACTIVITIES
Borrowings on convertible debt		-			387,000
Payments on convertible payable		(201,500	)		-
Payments on notes payable		(30,500	)		(65,500	)
Repurchase and cancellation of common stock		-			(356,874	)
Net Cash Used in Financing Activities		(232,000	)		(35,374	)
NET INCREASE (DECREASE) IN CASH		(12,733	)		8,562
CASH AT BEGINNING OF PERIOD		31,575			23,013
CASH AT END OF PERIOD	$	18,842		$	31,575
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-
Income taxes	$	-		$	-
The accompanying notes are an integral part of these financial statements.

- 20 -

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ~~ORGANIZAITON~~ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Nexus Enterprise Solutions, Inc. (fka MutuaLoan, Corp.) (the "Company", ~~and~~ "MutuaLoan", "Nexus"), a corporation organized under the laws of the State of Wyoming, entered into a business combination with Nexus Enterprise Solutions, Inc. ("Nexus Florida"), a corporation organized under the laws of the State of Florida. The business combination was effective on June 16, 2011 and was filed with the State of Wyoming on September 16, 2011. The Company is the surviving entity for legal purposes and Nexus Florida is the surviving entity for accounting purposes. Nexus Florida was formed on June 6, 2011 to be a provider of customer leads to the insurance industry. There was no predecessor entity to Nexus Florida. The management of Nexus Florida became the management of the Company and the original owners of Nexus Florida retained control of the combined entity upon the business combination. Prior to the business combination the Company had no revenues and limited operations.

The business combination stipulated that the companies would undergo a business combination through a share exchange and the surviving entity for legal purposes would be MutuaLoan. 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 recapitalization, whereby the accounting target/legal acquirer was MutuaLoan. The accounting acquirer/legal target was Nexus Florida. The shareholders of Nexus Florida received 9,000,000 common shares of the combined entity, and 100% of the equity voting interest of MutuaLoan; the shareholders of MutuaLoan Corp. retained their holdings on a 1:1 basis and the authorized number of shares in the surviving entity remained at 500,000,000 and the issued and outstanding shares were accordingly adjusted to 9,151,679, upon total issuance.

Basis of Presentation

The financial statements as of December 31, ~~2015~~2016 and ~~2014~~2015, have been prepared in accordance with accounting principles generally accepted in the United States. The Company has elected a December 31, fiscal year end.

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.

Cash and Cash Equivalents

For purposes of the financial statements, the Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Income Taxes

The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered. This interpretation also requires recognition and measurement of uncertain tax positions using a "more-likely-than-not" approach, requiring the recognition and measurement of uncertain tax positions. The ~~adoption~~Company ofhas ~~ASC~~no ~~740~~uncertain ~~had~~tax nopositions ~~material~~as ~~impact~~of onDecember ~~the~~31, ~~Company's~~2016 ~~financial~~and ~~statements~~2015.

- 21 -

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

Earnings (Loss) Per Share

The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. The Company computes net income (loss) per share in accordance with ASC 260. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

~~Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if~~-~~converted~~ ~~method.~~17 In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-~~dilutive. The Company had no common stock equivalents outstanding as of December 31, 2015 and 2014.~~

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding during 2015. During 2016, the convertible debt was excluded from the calculation of diluted EPS and the inclusions would have been anti dilutive.

Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant market or credit risks arising from these financial instruments.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company's best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines the allowance for doubtful accounts based upon historical write-off experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company's allowance for doubtful accounts was $106,467 as of December 31, ~~2015~~2016, and December 31, ~~2014~~2015, respectively. As of December 31, ~~2015~~2016, ~~three~~four customers represented approximately 5976.0413% (1928.0276%, 2218.176%, 14.51% and 1714.8526%) of accounts receivable. As of December 31, ~~2014~~2015, ~~four~~three customers represented approximately 7059.0304% (2619.02%, 1922.7317%, ~~13.23%~~ and 1117.0585%) of accounts receivable.

Property and Equipment

Property and equipment consists of furniture and fixtures and computer equipment. It is recorded at cost and depreciated over estimated useful lives ranging from three to five years on a straight-line basis. As of December 31, ~~2015~~2016, and ~~2014~~2015, the Company had property and equipment of $~~547~~0 and $~~784~~547, respectively, net of accumulated depreciation of $1,~~198~~745 and $~~961~~1,198, respectively. Expenditures for normal repairs and maintenance are charged to expense as incurred. Depreciation expense for the years ended December 31, ~~2015~~2016, and ~~2014~~2015, totaled $~~237~~547 and $~~263~~237, respectively.

Impairment of Long Lived Assets

In the event facts and circumstances indicate the carrying value of long-lived assets may be impaired, an evaluation of recoverability is performed by comparing the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount to determine if a write-down to market value or discounted cash flow is required. There was no impairment of long-lived assets recorded during the years ended December 31, ~~2015~~2016 and ~~2014~~2015.

-Intangible 22Assets -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 an impairment of our indefinite-life intangible assets amounting to $275,000 for the year ended December 31, 2016.

The intangible asset as of December 31, 2015 consisted of a license to use certain intellectual property in the Company's lead generation business into perpetuity. It was acquired through the issuance of 500,000 common shares in 2012 valued at $125,000 and through the issuance of a note payable for $150,000 in 2013. However, in 2016, a full impairment loss was deemed necessary.

- 18 -

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

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 December 31, 2015, or 2014.

The intangible asset as of December 31, 2015 consists of a license to use certain intellectual property in the Company's lead generation business into perpetuity. It was acquired through the issuance of 500,000 common shares in 2012 valued at $125,000 and through the issuance of a note payable for $150,000 in 2013.

Revenue Recognition

The Company applies the provisions of ASC 605 which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements filed with the SEC. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies.

In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. The Company earns a fee for providing referrals to insurance providers. The fee is recognized as revenues upon acceptance of the referral by the Company's customer.

Revenue is presented net of estimated returns. Returns comprised approximately 2233% and 1422% of total revenue during the years ended December 31, ~~2015~~2016, and ~~2014~~2015, respectively.

The Company had ~~three~~four major customers which generated ~~approximately 62~~63.7157% (2621.7095%, 2217.4118% ~~and 13.60%) and 71.67% (37.13%~~, 1612.6497% and 1711.9046%) of its revenue in the fiscal ~~years~~year ended December 31, ~~2015~~2016. ~~and~~For ~~2014,~~the ~~respectively.~~fiscal ~~The~~year ~~customer~~ended ~~representing~~December ~~13.60%~~31, of2015, the ~~total~~Company ~~revenues~~had ofthree ~~2015~~major ~~ceased~~customers ~~operations~~which ~~during~~generated ~~2016~~approximately 62.71% (26.70%, 22.41% and 13.60%) of its revenue.

Cost of Sales

The Company records as cost of sales the amounts paid to the providers of the insurance leads which it resells.

General and Administrative Expenses

General and administrative expenses are comprised of the costs of operating the Company. These costs include professional fees, office expenses, telephone and travel.

Advertising

Advertising costs are expensed as incurred. Advertising expenses totaled $0 for both the years ended December 31, ~~2015~~2016, and ~~2014, respectively~~2015.

Research and Development

Research and development costs are expensed as incurred. Research and development costs totaled $~~9,018~~0 and $09,018 for the years ended December 31, ~~2015~~2016, and ~~2014~~2015, respectively.

- 23 -

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

Concentrations of Credit Risk

Occasionally, the Company has funds deposited in a financial institution in excess of amounts insured by the FDIC. At December 31, ~~2015~~2016, and ~~2014~~2015, the Company had $0 on deposit in excess of currently insured amounts.

Stock-based Compensation

The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company's common stock for common share issuances.

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.

- 19 -

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

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 $~~556~~708,~~954~~586 and an accumulated deficit of $12,~~857~~304,~~684~~197 as of December 31, ~~2015~~2016. 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 – RELATED PARTY TRANSACTIONS

As of December 31, ~~2015~~2016, and 2014, the balance of accrued expenses to related parties, which consists of accrued interest or notes payable to related parties and accrued payroll, was $211,721 and $181,076, respectively. At December 31, 2015, ~~and 2014,~~ the ~~accrued interest on the~~ outstanding ~~notes payable to related parties was $93,721 and $63,076, respectively. The outstanding~~ balance of accrued payroll to officers was $118,000 as of December 31, ~~2015~~2016, and ~~2014~~2015.

The ~~company~~Company pays monthly consulting fees to two stockholders. During the years ended December 31, ~~2015~~2016, and ~~2014~~2015, these fees aggregated $~~145~~162,~~100~~950 and $~~140~~145,~~750~~100, respectively.

-During 24the -years ended December 31, 2016 and 2015, $92,000 and $0 was paid to Scott Schluer, Chief Technology Officer,for consulting services.

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 4 – NOTES PAYABLE TO RELATED PARTIES

As of December 31, ~~2015~~2016, and ~~2014~~2015, the Company had outstanding notes payable to related parties of $~~127~~133,~~485~~985. These notes are unsecured bear interest between 0% and 615% and are due on demand.

NOTE 5 – NOTES PAYABLE

In April 2013, the Company and a third party reached an agreement for Nexus to use certain intellectual property in its lead generation business into perpetuity in exchange for a $150,000 note and 500,000 common shares which were previously issued during February 2012 (the fair value of these shares of $125,000 was reclassified from deposits to intangible assets during the year ended December 31, 2013). The note will be repaid in 18 monthly installments, with the monthly payments varying based on the Company's gross profit for that month. The monthly payments range from $5,000 to $25,000. The note does not bear interest unless a monthly payment is not made, at which time the note will bear interest at 12.5% until the non-payment is cured. During ~~2015~~2016, and ~~2014~~2015, the Company made payments of $~~30,500~~0 and $6530,500, respectively. The outstanding balance under this note payable was $0 ~~and $30,500~~ as of December 31, ~~2015~~2016, and ~~2014~~2015, respectively. The outstanding balance of interest payable related to this agreement was $5,502 ~~and $0~~ as of December 31, ~~2015~~2016, and ~~2014, respectively~~2015.

The note is currently in default over the amount of accrued interest of $5,502. ~~Currently,~~ ~~the~~The ~~company~~Company is in talks with the third party to settle the default amount owed. The third party has delivered a default notice to the issuer and voiced intentions on suing Nexus over the amount of $5,502. In the event the third party sues, the ~~company~~Company does not see it having any material effect. The Company is currently in negotiation with the third party regarding this matter.

On- ~~June~~20 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 December 31, 2015. As of December 31, 2015, the note was not convertible.-

As of December 31, 2015, and 2014, the Company had aggregate outstanding third party notes payable of $185,500 and $417,500, respectively.

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 vested on September 16, 2015. The fair value of the award was determined to be $78,000 and it was expensed over the vesting period. During the years ended December 31, 2015 and 2014, an aggregate of $27,674 and $39,000, respectively, was expensed under this award. As of December 31, 2015, nothing remains to be expensed over the remaining vesting period. The 300,000 shares were issued during January 2014.

- 25 -

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

On June 4, 2014, the Company ~~repurchased~~borrowed ~~and~~$387,000 ~~cancelled~~from an ~~aggregate~~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,~~459~~ 2015. The principal balance of the note with accrued interest is due on February 15,~~504~~ ~~shares~~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 ~~from~~at ~~investors~~55% ~~for~~of anthe ~~aggregate~~lowest ~~amount~~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 qualified as a derivative liability as of May 31, 2016 (see Note 6 As of December 31, 2016, the note was in default due to payments not being made according to the payment schedule. The outstanding balance under this note was $~~356~~112,~~874~~300 as of December 31, 2016. Interest is being accrued at the default interest rate of 12%. On October 1, 2016, an amendment to the note, which added a floor for conversions for the convertible provision, was signed into effect by both parties.

OnAs ~~June~~of ~~13,~~December ~~2014~~31, ~~the Company granted 50~~2016,~~000~~ ~~common~~and ~~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~~Company ~~period.~~had ~~During~~aggregate ~~the~~outstanding ~~year~~third ~~ended~~party ~~December~~notes ~~31,~~payable ~~2015, and 2014, an aggregate~~ of $4112,~~045~~300 and $7185,~~895~~500, ~~was expensed under this award~~ respectively. ~~Nothing remains to be expensed as of December 31, 2015. On April 13, 2015, the 50,000 shares were issued.~~

OnNOTE ~~April~~6 ~~28,~~– ~~2015,~~DERIVATIVE 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 as of December 31, 2015.LIABILITIES

~~NOTE~~During 7the -year ~~INCOME~~ended ~~TAXES~~ December 31, 2016, one convertible note issued by the Company became convertible and qualified as a derivative liability under FASB ASC 815.

As of December 31, 2016, and December 31, 2105, the aggregate fair value of the outstanding derivative liability was $54,187 and 0. The Company estimated the fair value of the derivative liability using the Black-Scholes option pricing model using the following key assumptions during the year end December 31, 2016:

	Year End December 31,
	2016
Volatility	43.10 % - 159.80%
Risk-free interest rate	0.45% - 0.59%
Expected dividends	-%
Expected term	0.13 – 0.71 years

- 21 -

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value:

Level 1	Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company uses Level 3 inputs to estimate the fair value of its derivative liabilities.

The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of December 31, 2016, and December 31, 2015:

	Fair Value Measurements as of December 31, 2016
	Level 1			Level 2			Level 3
Assets
None		$	-		$	-		$	-
Total assets			-			-			-
Liabilities
Conversion option derivative liability			-			-			54,187
Total liabilities		$	-		$	-		$	54,187

The following table sets forth a reconciliation of changes in the fair value of derivative liabilities classified as Level 3 in the fair value hierarchy:

	Significant Unobservable Inputs (Level 3)
Beginning balance	$	-
Additions recognized as debt discount		67,008
Change in fair value		(12,821	)
Ending balance	$	54,187

- 22 -

NEXUS ENTERPRISE SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 7 –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 vested on September 16, 2015. The fair value of the award was determined to be $78,000 and it was expensed over the vesting period. During the years ended December 31, 2016 and 2015, an aggregate of $0 and $27,674, respectively, was expensed under this award. As of December 31, 2016, nothing remains to be expensed over the remaining vesting period. 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 year ended December 31, 2016, and 2015, an aggregate of $0 and $4,045 was expensed under this award respectively. Nothing remains to be expensed as of December 31, 2016. 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 2015.

On June 23, 2016, the Company granted 50,000 common shares to Scott Schluer (Chief Technology Officer), 65,000 common shares to TMG Interactive, and 120,000 common shares to Boss Equity Inc. for services and valued and expensed at $34,334 during 2016.

NOTE 8 - INCOME TAXES

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The net deferred tax asset generated by the loss carry-forward has been fully reserved.

Deferred tax assets consist of the following as of December 31, ~~2015~~2016 and ~~2014~~2015:

	December 31,
	2015				2014
	2016				2015
Net operating loss		$	~~257~~311,~~894~~890			$	~~307~~257,~~585~~894
Valuation allowance			(~~257~~311,~~894~~890	)			(~~307~~257,~~585~~894	)
Net deferred tax asset		$	-			$	-

The Company has accumulated net operating loss carryovers of approximately $~~736~~891,~~841~~113 as of December 31, ~~2015~~2016, which are available to reduce future taxable income. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The tax losses begin to expire in 2031. The fiscal year ~~2015~~2016, ~~2014~~2015, and ~~2013~~2014 remain open to examination by federal tax authorities and other tax jurisdictions.

-NOTE 269 -– SUBSEQUENT EVENTS

On April 13, 2017, the Company was served with a lawsuit by Affluent ADS LLC, d/b/a Leadnomics ("Affluent"), which alleges that the Company owes $33,596.85 as compensation for services rendered by Affluent. The Company is investigating the validity of the complaint and will address the complaint as required. The Company will file a Form 8-K in order to disclose information related to the lawsuit as soon as an outcome is determined.

- 23 -

ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's interim president and chief executive officer (who is the Company's principal executive officer) and the Company's chief financial officer, treasurer, and secretary (who is the Company's principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating the Company's disclosure controls and procedures, the Company's management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company's management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The ineffectiveness of the Company's disclosure controls and procedures was due to material weaknesses identified in the Company's internal control over financial reporting, described below.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of the Company's principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013). Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, the Company's management concluded its internal control over financial reporting was not effective as of December 31, ~~2015~~2016. The ineffectiveness of the Company's internal control over financial reporting was due to the following material weaknesses which are indicative of many small companies with a small staff:

(i) Inadequate segregation of duties consistent with control objectives~~; and~~

(ii) Lack of control procedures consisting of multiple levels of supervision and review through the financial preparation and reporting processes.

We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the next fiscal year, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

- 27 -

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the year ended December 31, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

- 24 -

Management's Remediation Plan

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes in the next fiscal year as resources allow:

(i)	appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management and implement modifications to our financial controls to address such inadequacies; and

(ii)	adopt sufficient written policies and procedures for accounting and financial reporting.

The remediation efforts set out in (i) is largely dependent upon our company securing additional financing to cover the costs of hiring the requisite personnel and implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management believes that despite our material weaknesses set forth above, our financial statements for the year ended December 31, ~~2015~~2016 are fairly stated, in all material respects, in accordance with US GAAP.

Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.

ITEM 9B. OTHER INFORMATION.

Nothing to report.

- 28 -

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which they has served as such, and the business experience during at least the last five years:

Name	Age	Positions and Offices Held
James Bayardelle	3940	Director, President, Chief Executive Officer
Gunnar Counselman	3940	Director
Scott Schluer	3839	Chief Technology Officer

The above listed officers and directors are not involved, and have not been involved in the past five years, in any legal proceedings that are material to an evaluation of their ability or integrity.

- 25 -

DESCRIPTION

Background Information about Our Officers and Directors

James Bayardelle has been President and Chief Executive Officer of the Company since August 23, 2013, and has been a Director of the Company since August 26, 2013. Prior to becoming a co-founder of Nexus Enterprise Solutions, Inc. in 2010, Bayardelle was Chief Marketing Officer of First Choice Debt Resolution responsible for all marketing initiatives and internal lead generation. While at this debt settlement company, he led First Choice to revenue growth exceeding $10 million annually. Prior to First Choice, Bayardelle was associated with internet companies in verticals such as health care, travel and real estate.

Gunnar Counselman has been a Director of the Company since September 19, 2013. Gunnar Counselman is Founder and CEO of Fidelis Education, an enterprise technology Platform as a Service (PaaS) company for education. Counselman earned a Bachelors degree in Economics from Cornell, an MBA from Harvard Business School, and served as a Human Source Intelligence Officer in the Marine Corps, deploying to Iraq, Bosnia, the Horn of Africa and Central America. After business school, Gunnar consulted to a variety of media, private equity, and technology companies at Bain and Company before leaving Bain to consult independently to education companies, colleges, and private equity clients while building the resources necessary to launch Fidelis. He's also a board member at the Marine Memorial Club and Hotel in San Francisco.

Scott Schluer was appointed the Chief Technology Officer of Nexus Enterprise Solutions, Inc. on June 16, 2014 and brings to the company over 15 years of experience architecting, building and testing enterprise web applications in large-scale, high availability environments. Prior to joining Nexus, Scott held the position of Lead Software Engineer at Advanced Medical Reviews and managed a team of developers and QA analysts. Scott was directly responsible for leading several key company initiatives that helped to propel AMR to a recognized industry leader in the health insurance review space. Ultimately, these initiatives led to a successful multi-million dollar acquisition based almost solely on the proprietary technology that Scott and his team brought to the industry through AMR.

Family Relationships

There are no family relationships among our directors and executive officers. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it. No director or executive officer has been convicted of a criminal offense within the past five years or is the subject of a pending criminal proceeding. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been found by a court to have violated a federal or state securities or commodities law.

- 29 -

Committees of the Board of Directors

There are no committees of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act") requires our officers and directors and persons owning more than ten percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in its Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent year or prior years. We have nothing to report in this regard.

Code of Ethics

Our board of directors has not adopted a code of ethics but plans to do so in the future.

Options/SAR Grants and Fiscal Year End Option Exercises and Values

We have not had a stock option plan or other similar incentive compensation plan for officers, directors and employees, and no stock options, other than as is discussed in this Annual Report.

- 26 -

Item 11. EXECUTIVE COMPENSATION

~~Jason~~James ~~Foster~~Bayardelle, the Company's ~~former officer~~President, CEO and director received a salary of $~~149~~92,~~580~~000 ~~per~~and ~~year~~$83,832 during ~~2013~~2016 and ~~2014~~2015 respectively. ~~The~~Scott ~~first~~Schuler ~~year in which he~~ received ~~this~~$92,000 ~~salary~~in ~~was~~cash ~~2013. Jason Foster resigned~~ as ancompensation ~~officer~~for ofservices ~~the~~rendered ~~company~~as onChief ~~August~~Technology ~~21,~~Officer ~~2014~~during 2016.

~~James~~None ~~Bayardelle,~~of the ~~Company's~~directors ~~President,~~of ~~CEO~~the ~~and~~Company ~~director~~receive ~~receives~~any ~~an annual~~ salary offor ~~$83,832.01. James~~services ~~Bayardelle~~rendered ~~also~~as ~~received~~a ~~500,000~~director ~~shares~~ of ~~common~~the ~~stock as part of his annual compensation~~Company. ~~The first year in which he received this salary was 2013.~~

~~None~~On ofApril 28, 2015, the ~~other~~Company ~~directors~~granted of100,000 common shares to Scott Schluer for services rendered as Chief Technology Officer. On June 23, 2016, the Company ~~receive~~granted ~~any~~50,000 ~~salary~~shares to Scott Schuler for services rendered as Chief Technology Officer.

On August 21, 2014, Stanley Rapp and Jason Foster resigned from their officer and director positions with the Company.

On April 28, 2015, the Company granted 100,000 common shares to Scott Schluer for services rendered as Chief Technology Officer.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.

- 30 -

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following sets forth the number of shares of our $.0.001 par value common stock beneficially owned by (i) each person who, as of ~~March~~April 3117, ~~2016~~2017, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 19,~~007~~242,144 common shares were issued and outstanding as of ~~March~~April 3117, ~~2016~~2017. The address for all officers and directors is 5340 N. Federal Highway, Suite 206, Lighthouse Point, FL 33064.

Name and Address	Amount and Nature of	Percent of
of Beneficial Owner	Beneficial Ownership (1)(2)	Class
James Bayardelle, Chief Executive Officer, Director3)	1,500,000	7.9%
Executive Officers and Directors:
5340 N. Federal Highway
James Bayardelle, Chief Executive Officer, Director(3)	1,500,000	7.8%
Suite 206
Lighthouse Point, FL 33064
Gunnar Counselman, Director	50,000	0.3%
Scott Schluer, Chief Technology Officer	~~150~~200,000	01.80%
All Officers and Directors as a Group	1,~~700~~750,000	8.9.1%
(three persons)
Jason Foster (4)	1,500,000	7.9%
Five Percent Stockholders:
5340 N. Federal Highway
Jason Foster	1,500,000	7.8%
Suite 206
P.O. Box 63690
Lighthouse Point, FL 33064
Colorado Springs, CO 80962
Cliste Consulting(5)	4,500,000	23.7%
Cliste Consulting(4)	4,500,000	23.4%
8806 Grand Bayou CT
Tampa, FL 33635
Adam Wasserman	4,500,000	23.74%
1544 Cardinal Way
Weston, FL 33327
CMB Family Investments(6)	1,500,000	7.9%
CMB Family Investments(5)	1,500,000	7.8%
6401 N. University Dreive
6401 N. University Drive
Suite 316
Tamarac, FL 33321
Halabu, LLC(7)	1,843,600	9.7%
Halabu, LLC(6)	1,500,500	7.8%
1413 20th Street
#409
Miami Beach, FL 33139

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(1)	All ownership is beneficial and of record, unless indicated otherwise.
(2)	The Beneficial owner has sole voting and investment power with respect to the shares shown.
(3)	James Bayardelle is the President, CEO and a director of the Company. The 1,500,000 includes 900,000 common shares held in the name of James Bayardelle, as well as 600,000 common shares held in the name of Wall Street Real Estate Investment Group, LLC, an entity controlled by James Bayardelle.
(4)	~~Jason~~Cliste ~~Foster~~Consulting is aowned ~~former~~by ~~officer~~Maureen ofMorgan ~~the Company~~Bokzam.
(5)	~~Cliste~~CMB ~~Consulting~~Family Investments Co., LP is owned by ~~Maureen~~Siham ~~Morgan~~ Bokzam.
(6)	~~CMB Family Investments Co.~~Halabu, LPLLC is owned by ~~Siham~~David ~~Bokzam~~Halabu.
(7)	Halabu, LLC is owned by David Halabu.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

As of December 31, ~~2015~~2016, and ~~2014~~2015, the balance of accrued expenses toof ~~related parties~~$248,790 ~~which~~and ~~consists~~$211,721, ofrespectively, includes accrued interest oron notes payable to related parties and accrued payroll~~, was $211,721 and $181,076, respectively~~. At December 31, ~~2015~~2016, and ~~2014~~2015, the accrued interest on the outstanding notes payable to related parties was $93113,~~721~~732 and $6393,~~076~~721, respectively. The outstanding balance of accrued payroll to officers was $118,000 as of December 31, ~~2015~~2016, and ~~2014~~2015.

-The 32Company -pays monthly consulting fees to two stockholders. During the years ended December 31, 2016, and 2015, these fees aggregated $137,017 and $145,100, respectively.

~~The~~As ~~Company~~of ~~pays~~December ~~monthly~~31, ~~consulting~~2016, ~~fees~~and to2015, ~~two~~the ~~stockholders.~~Company ~~During~~had ~~the~~outstanding ~~years~~notes ~~ended~~payable ~~December~~to ~~31,~~related ~~2015,~~parties ~~and~~of ~~2014~~$133,985. ~~these~~These ~~fees~~notes ~~aggregated~~are ~~$145,100~~unsecured bear interest between 0% and ~~$140,750,~~15% ~~respectively~~and are due on demand.

AsOn ofApril ~~December 31~~28, 2015, ~~and 2014,~~ the Company ~~had~~granted ~~outstanding~~100,000 ~~notes~~common ~~payable~~shares to ~~related~~Scott ~~parties~~Schluer, ofvalued at $~~127~~12,~~485~~000. On ~~These~~June ~~notes~~23, ~~are~~2016, ~~unsecured~~the ~~bear~~Company ~~interest~~granted ~~between~~50,000 0%common ~~and~~shares 6%to ~~and~~Scott ~~are~~Schluer ~~due~~valued onat ~~demand~~approximately $7,305.

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 years ended December 31, 2014 and 2013, an aggregate of $39,000 and $11,326, respectively, was expensed under this award. As of December 31, 2014, $27,674 remains to be expensed over the remaining vesting period. The remaining was expensed during the year ended December 31, 2015. The 300,000 shares were issued during January 2014.

On June 4, 2014 the Company repurchased and cancelled an aggregate of 1,459,504 shares of common stock from investors for an aggregate amount of $356,874.

On August 21, 2014, Stanley Rapp and Jason Foster resigned from their officer and director positions with the Company.

On June 13, 2014, the Company granted 50,000 common shares to Scot Schluer, Chief Technology Officer. The shares vested 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 year ended December 31, 2015, and 2014, an aggregate of $4,045 and $7,895 was expensed under this award respectively. Nothing remains to be expensed as of December 31, 2015. On April 13, 2015, the 50,000 shares were issued.

There are not currently any conflicts of interest by or among its current officers, directors, key employees or advisors. The Company has not yet formulated a policy for handling conflicts of interest; however, it intends to do so upon completion of this offering and, in any event, prior to hiring any additional employees.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, MaloneBailey, LLP, Certified Public Accountants billed an aggregate of $20,500 for the year ended December 31, ~~2015~~2016 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in our quarterly reports. MaloneBailey, LLP, Certified Public Accountants, billed an aggregate of $2520,~~000~~500 for the year ended December 31, ~~2014~~2015 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in our quarterly reports.

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

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ITEM 15. EXHIBITS ~~FINANCIAL STATEMENT SCHEDULES.~~

EXHIBITS. The following ~~financial~~exhibits ~~information~~required isby Item 601 to be filed asherewith ~~part~~are ofincorporated ~~this~~by ~~report~~reference to previously filed documents:

(a) (1) FINANCIAL STATEMENTS

Exhibit		Description
Number

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*		Linkbase XBRL Taxonomy Presentation Linkbase

(2) SCHEDULES

(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

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
101.LAB**		XBRL Taxonomy Label Linkbase
101.PRE**		XBRL Taxonomy Presentation Linkbase

* 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 ~~March~~April 3017, ~~2016~~2017.

Nexus Enterprise Solutions, Inc. ~~Nexus Enterprise Solutions, Inc.~~ By:/s/ James Bayardelle James Bayardelle, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

/s/ James Bayardelle	~~President, Chief Executive Officer,~~	Chief Executive Officer,
James Bayardelle	~~Principal Accounting Officer,~~	~~March~~Principal ~~30,~~Accounting ~~2016~~Officer,	April 17, 2017
	~~Chief Financial Officer and Director~~	~~Date~~Chief Financial Officer and Director	Date
	~~Title~~	Title
/s/ Gunnar Counselman	~~Director~~	~~March 30, 2016~~Director	April 17, 2017
Gunnar Counselman	~~Title~~	~~Date~~Title	Date

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Filing Compare · Nexus Enterprise Solutions, Inc.