UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 27, 2010
NASUS CONSULTING, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-150135
(Commission File Number)
04-3526451
(IRS Employer Identification No.)
258 Southhall Lane
Suite 420
Maitland, Florida 32751
(Address of principal executive offices and Zip Code)
(512) 402-5822
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e -4(c))
________________________________________
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Item 3.02 Unregistered Sales of Equity Securities.
On August 27, 2010, the Registrant issued an aggregate of 3,020,367 shares of
common stock to a total of 15 individuals for gross proceeds of $1,663,557.75.
The Registrant sold these shares of common stock pursuant to the registration
exemption afforded the Registrant under Regulation S promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), due to the facts
that all of the purchasers were non-US residents and the Registrant did not
solicit individuals or advertise the offering of securities.
On August 27, 2010, the Registrant issued an aggregate of 20,000,000 to
William G. Forhan in consideration for services rendered to the Registrant.
The shares were issued pursuant to the registration exemption afforded the
Registrant under Section 4(2) of the Securities Act due to the fact that
William G. Forhan is the Chief Executive Officer and Director of the
Registrant.
On August 27, 2010, the Registrant issued an aggregate of 20,000,000 to
DewFish and Company, Inc. in consideration for services rendered to the
Registrant. The shares were issued pursuant to the registration exemption
afforded the Registrant under Section 4(2) of the Securities Act due to the
fact that the shares were issued for services rendered and the issuance did
not involve a public offering of securities.
On August 27, 2010, the Registrant issued an aggregate of 20,000,000 to Ralph
Oelbermann in consideration for consulting services rendered to the
Registrant. The shares were issued pursuant to the registration exemption
afforded the Registrant under Section 4(2) of the Securities Act due to the
fact that the shares were issued for services rendered, the issuance did not
involve a public offering of securities and was to one individual.
Item 5.01 Changes in Control of Registrant.
As a result of the Registrant issuing a total of 60,000,000 shares of common
stock as reported in Item 3.02 above which is incorporated by reference
herein, there was in effect, a change of control of the Registrant. The
persons who acquired such control are William G. Forhan, DewFish and Company,
Inc. and Ralph Oelbermann, each beneficially owning approximately 24.2% of
the Registrant's common stock and together, approximately 72.6%.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 27, 2010, the Board of Directors appointed William G. Forhan as a
director of the Registrant. Oleksandr Shalash, John Jenkins and Thomas
Kellgren then resigned from the Board of Directors of the Registrant. John
Jenkins also resigned as the Registrant's Chief Executive Officer and Chief
Financial Officer, and Robert Ogden resigned as the Registrant's Treasurer and
Secretary. There were no disagreements between the Registrant and any of the
directors or officers who resigned.
William G. Forhan was then appointed as the Registrant's Chairman, Chief
Executive Officer and Chief Financial Officer.
William G. Forhan, age 65, has been serving as the Chief Executive Officer and
Chairman of Ballroom Dance Fitness, Inc. since January 2, 2009. Since July 19,
2005, William has also been serving as the Chief Executive Officer of Casino
Players, Inc. (a reporting company). From July 2008 to July 2009, Mr. Forhan
provided consulting services to Next Interactive, Inc., an OTCBB company
(OTCBB: NXOI) specializing in travel services. From July 2002 until June 2008,
Mr. Forhan served as the Chief Executive Officer and Co-Chairman of Invicta
Group, Inc. (OTCBB: IVIT), an Internet Media company that sells advertising
online to travel suppliers (hotels, tourist boards, tour operators and Cruise
Lines).
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Item 8.01 Other Events
On August 27, 2010, the Registrant changed its business model to be a
repossession company of motor vehicles, luxury assets and heavy equipment. The
Registrant's intended clients are proposed to be banks and lenders that have
loaned money to consumers who purchased autos/trucks, airplanes, boats/yachts
and construction equipment. The Registrant plans to enter the market in
Florida and to expand nationwide with strategic mergers and alliances.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NASUS CONSULTING, INC.
By: /s/ William G. Forhan
Name: William G. Forhan
Title: Chief Executive Officer and Director
Date: August 30, 2010
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