UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC  20549
 
 FORM
10-Q
 
 (Mark
One)
 
 [x] QUARTERLY REPORT PURUSANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For
the quarterly period ended June 30, 2009
 
 [  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For
the transition period from _______ to ________
 
 Commission
file number 333-150135
 
 NASUS
CONSULTING, INC.
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              
              04-3526451(State
      or other jurisdiction of incorporation)
              
              (I.R.S.
      employer identification no.)
 
 258
Southhall Lane, Suite 420, Maitland, FL  32751
 (Address
of principal executive offices including zip code)
 
 (512)
402-5822
 (Registrant’s
telephone number, including area code)
 
 Indicate
by check mark whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act during the past 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 for such shorter period that
the registrant was required to submit and post such files). Yes[ ] No[
]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large-accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
  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]
 
 The
number of shares outstanding of the Registrant’s common stock as of August 10,
2009 was 22,640,000.
 
 
  
  NASUS
CONSULTING, INC.
 
 TABLE
OF CONTENTS
  PART
I: FINANCIAL INFORMATION
  Item 1.
                  Financial Statements:
                  PageBalance Sheets – June 30, 2009 (unaudited) and December 31,
      2008 (audited)
                  3Statements of Operations – For the three months ended June 30,
      2009 and 2008 (unaudited)
                  4Statements of Operations – For the six months ended June 30,
      2009 and 2008 (unaudited)
                  5Statements of Stockholders’ Equity – As of and for the three
      months ended June 30, 2009 (unaudited)
                  6Statements of Cash Flows – For the six months ended June 30,
      2009 and 2008 (unaudited)
                  7Notes to Financial Statements
(unaudited)
                  8Item 2.
                  Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                  12Item 3.
                  Quantitative and Qualitative Disclosures About Market
      Risk
                  14Item 4T.
                  Controls and Procedures
                  15
 PART
II: OTHER INFORMATION
  Item 1.
                Legal Proceedings
                16Item 1A.
                Risk Factors
                16Item 2.
                Unregistered Sales of Equity Securities and Use of
      Proceeds
                17Item 3.
                Defaults Upon Senior Securities
                17Item 4.
                Submission of Matters to a Vote of Security
      Holders
                17Item 5.
                Other Information
                17Item 6.
                Exhibits
                18Signature
                
                19
  2
  Part
I.  FINANCIAL INFORMATION
  Item 1. Financial Statements
 
 NASUS CONSULTING, INC;
 (A
Development Stage Company)
 BALANCE
SHEETS
 
 ASSETS
                                
                                June
      30, 2009
                                
                                
                                December
      31, 2008(Unaudited)
                                
                                
                                (Audited)Current
      assets:Cash
      and cash equivalents
                                
                                $
                                4,469
                                
                                
                                $
                                33,979Current
      assets from discontinued operations
                                
                                
                                -
                                
                                
                                
                                3,713Total
      current assets
                                
                                
                                4,469
                                
                                
                                
                                37,692Long-term
      assets from discontinued operations, net
                                
                                
                                -
                                
                                
                                
                                7,225Total
      long-term assets
                                
                                
                                -
                                
                                
                                
                                7,225TOTAL
      ASSETS
                                
                                $
                                4,469
                                
                                
                                $
                                44,917LIABILITIES
      & STOCKHOLDERS’ EQUITY(DEFICIT)Current
      liabilities:Accounts
      payable
                                
                                $
                                -
                                
                                
                                $
                                213Accrued
      liabilities
                                
                                
                                17,500
                                
                                
                                
                                -Notes
      payable – related party
                                
                                
                                50,000
                                
                                
                                
                                -Total
      current liabilities
                                
                                
                                67,500
                                
                                
                                
                                213Commitments
      and ContingenciesStockholders’
      equity (deficit):Common
      stock, $0.001 par value; 200,000,000 shares authorized;22,640,000
      shares issued and outstanding
                                
                                
                                22,640
                                
                                
                                
                                22,640Additional
      paid-in capital
                                
                                
                                20,150
                                
                                
                                
                                20,150Stock
      subscription payable
                                
                                
                                4,560
                                
                                
                                
                                -Retained
      earnings (deficit)
                                
                                
                                (42,790
                                )
                                
                                
                                1,914Deficit
      accumulated during the development stage
                                
                                
                                (67,591
                                )
                                
                                
                                -Total
      stockholders’ equity (deficit)
                                
                                
                                (63,031
                                )
                                
                                
                                44,704TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT)
                                
                                $
                                4,469
                                
                                
                                $
                                44,917
 
 
 
 
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  
 3
  NASUS CONSULTING, INC.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 (Unaudited)
 
 
 For
      the Three Months Ended
                          June
      30,2009
                        
                        
                        2008Operating
      expenses:General
      and administrative
                        
                        $
                        67,591
                        
                        
                        $
                        -Total
      operating expenses
                        
                        
                        67,591
                        
                        
                        
                        -Loss
      from continuing operations
                        
                        
                        (67,591
                        )
                        
                        
                        -Income
      (loss) from discontinued operations, net of tax
                        
                        
                        (19,660
                        )
                        
                        
                        5,786Net
      income (loss)
                        
                        $
                        (87,251
                        )
                        
                        $
                        5,786Basic
      and diluted earnings (loss) per share:Loss
      from continuing operations
                        
                        $
                        (-
                        )
      *
                        
                        $
                        -Income
      (loss) from discontinued operations
                        
                        $
                        (-
                        )
      *
                        
                        $
                        -
                        **Net
      income (loss)
                        
                        $
                        (-
                        )
      *
                        
                        $
                        -
                        **Weighted
      average shares outstanding – basic and diluted
                        
                        
                        22,640,000
                        
                        
                        
                        22,640,000
 
 
 *   Per
share loss is less than $(0.01).
 **
Per share earnings is less than $0.01.
 
 
 
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
   4
  NASUS CONSULTING, INC.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 (Unaudited)
 
 
 For
      the six months ended
                  June
      30,
                
                
                May
      27, 2009
                  (Inception)
      Through
                  June
      30, 20092009
                
                
                2008Operating
      expenses:General
      and administrative
                
                $
                67,591
                
                
                $
                -
                
                
                $
                67,591Total
      operating expenses
                
                
                67,591
                
                
                
                -
                
                
                
                67,591Loss
      from continuing operations
                
                
                (67,591
                )
                
                
                -
                
                
                
                (67,591
                )Income
      (loss) from discontinued operations, net of tax
                
                
                (43,335
                )
                
                
                12,624
                
                
                
                -Net
      income (loss)
                
                $
                (110,926
                )
                
                $
                12,624
                
                
                $
                (67,591
                )Basic
      and diluted earnings (loss) per share:Loss
      from continuing operations
                
                $
                (-
                )
      *
                
                $
                -Income
      (loss) from discontinued operations
                
                $
                (-
                )
      *
                
                $
                -
                **Net
      income (loss)
                
                $
                (-
                )
      *
                
                $
                -
                **Weighted
      average shares outstanding – basic and diluted
                
                
                22,640,000
                
                
                
                22,640,000
 
 
 *   Per
share loss is less than $(0.01).
 **
Per share earnings is less than $0.01.
 
 
  
 
 
 
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
  5
  
 NASUS CONSULTING, INC.
 (A
Development Stage Company)
 STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIT)
 (Unaudited)
 
 Common
      Stock
                
                
                Additional
      Paid
                  in
      Capital
                
                
                Stock
                  Subscription
                  Payable
                
                
                Retained
                  Earnings
                  (Deficit)
                
                
                Deficit
      Accumulated
                  During
      Development
                  Stage
                
                
                Total
                  Stockholders’
                  Equity
      (Deficit)Shares
                
                
                AmountBalances
      at March 31, 2009
                
                
                22,640,000
                
                
                $
                22,640
                
                
                $
                20,150
                
                
                $
                -
                
                
                $
                1,914
                
                
                $
                -
                
                
                $
                44,704Loss
      from continuing
                  operations
      and
                  inception (development
                  stage
      company)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (67,591
                )
                
                
                (67,591
                )Loss
      from discontinued
                  operations
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (43,335
                )
                
                
                
                
                
                
                (43,335
                )Distribution
      to former
                  common stockholders
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,369
                )
                
                
                
                
                
                
                (1,369
                )Stock
      subscribed for
                  services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                4,560
                
                
                
                
                
                
                
                
                
                
                
                4,560Balances
      at June 30, 2009
                
                
                22,640,000
                
                
                $
                22,640
                
                
                $
                20,150
                
                
                $
                4,560
                
                
                $
                (42,790
                )
                
                $
                (67,591
                )
                
                $
                (63,031
                )
 
 
  
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
  6
  NASUS CONSULTING, INC.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 (Unaudited)
 
 For
      the Six Months Ended
                  June
      30,
                
                
                May
      27, 2009
                  (Inception)
      Through
                  June
      30, 20092009
                
                
                2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      income (loss)
                
                $
                (110,926
                )
                
                $
                12,624
                
                
                $
                (67,591
                )Adjustments
      used to reconcile net loss to net cash used inoperating
      activities:Loss
      from disposition of net assets from discontinuedoperations
                
                
                10,435
                
                
                
                -
                
                
                
                -Stock
      subscribed for consulting services provided
                
                
                4,560
                
                
                
                
                
                
                
                4,560Depreciation
      and amortization
                
                
                722
                
                
                
                1,445
                
                
                
                -Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                317
                
                
                
                (4,061
                )
                
                
                -Other
      current assets
                
                
                (482
                )
                
                
                -
                
                
                
                -Accounts
      payable
                
                
                (267
                )
                
                
                198
                
                
                
                -Accrued
      liabilities
                
                
                17,500
                
                
                
                -
                
                
                
                17,500Net
      cash provided by (used in) operating activities
                
                
                (78,141
                )
                
                
                10,206
                
                
                
                (45,531
                )CASH FLOWS FROM INVESTING
      ACTIVITIES:
                
                
                -
                
                
                
                -
                
                
                
                -CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds
      from the issuance of notes payable to relatedparty
                
                
                50,000
                
                
                
                -
                
                
                
                50,000Distribution
      to former common stockholders
                
                
                (1,369
                )
                
                
                -
                
                
                
                -Net
      cash provided by financing activities
                
                
                48,631
                
                
                
                -
                
                
                
                50,000Net
      increase (decrease) in cash and cash equivalents
                
                
                (29,510
                )
                
                
                10,206
                
                
                
                4,469Cash
      and cash equivalents at beginning of period
                
                
                33,979
                
                
                
                46,416
                
                
                
                -Cash
      and cash equivalents at end of period
                
                $
                4,469
                
                
                $
                56,622
                
                
                $
                4,469SUPPLEMENTAL DISCLOSURES OF CASH
      FLOWINFORMATION:Cash
      paid for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                456
                
                
                $
                2,000
                
                
                $
                -
 
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  7
 NASUS
CONSULTING, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements (Unaudited)
  NOTE1 - ORGANIZATION AND BASIS OF PRESENTATION
 
 Organization
 
 Nasus
Consulting, Inc. (the “Company,” “we,” “us,” or “our”) is a Nevada corporation
incorporated in March 2009 and the successor by merger to a Massachusetts
corporation incorporated on August 1, 2000.  Prior to May 27, 2009, we
provided professional information technology (“IT”) services, including software
and hardware installation, data conversion, training, and software product
modifications to businesses.  On May 27, 2009 (the “Transaction
Date”), our principal shareholders, Russell R. Desjourdy and Lynn Desjourdy
("Selling Shareholders"), executed an agreement (the “Stock Purchase Agreement”)
to sell, transfer, and deliver 16,000,000 (post forward stock split) shares of
our common stock representing approximately 71% of the total issued and
outstanding shares of our common stock.  Under the terms of the Stock
Purchase Agreement, each of the Selling Shareholders sold 8,000,000 (post
forward stock split) shares of our common stock to two individuals (the
"Purchasers") for the total sum of $212,020 that was paid by the Purchasers in
cash.
 
 Mr.
Desjourdy together with all of our remaining officers and directors voluntarily
resigned from their respective offices and positions effective as of the
Transaction Date. Further, and in accordance with the terms and conditions of
the Stock Purchase Agreement, Mr. Desjourdy voluntarily resigned from his
employment with us and, together with all of our officers, directors, employees
and other representatives, executed an agreement (the “General Release”) in our
favor that released and discharged all claims Mr. Desjourdy may have had against
us and all amounts that he may have been owed by us.  All of our
assets were excluded from the Stock Purchase Agreement and were distributed to
Mr. Desjourdy as compensation for the voluntary termination of his employment
agreement and execution of the General Release.
 
 Nature of
Operations
 
 Effective
as of the Transaction Date, we ceased operating our IT services business, and as
a result, we no longer derive any revenues from this business. See further
discussion in Note 3.  Our new management is presently negotiating the
potential purchase or an exclusive licensing arrangement of certain technology
from Idea Fabrik SA, domiciled in Luxembourg. That technology, if purchased or
licensed by us, is intended to serve as the foundation platform for the
development of a range of Massively Multiplayer Online ("MMO"), virtual reality
experiences for on-line internet entertainment, education and social and
business interactive purposes.   In conjunction with these
negotiations, we are engaged currently in conceptual product design, market
analysis, detailed business plan development and identification, testing and
evaluation of the additional technologies we believe will be required to develop
our potential product offerings. As of the Transaction Date, we are currently a
development stage company and have not recorded any revenues to
date.
 
 Basis of
Presentation
 
 The
accompanying unaudited financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (“SEC”). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America (“US GAAP”) have been condensed or omitted pursuant to
such rules and regulations. In the opinion of management, the unaudited
financial statements have been prepared on the same basis as the annual audited
financial statements, and reflect all adjustments, consisting only of normal,
recurring adjustments, necessary for a fair presentation in accordance with US
GAAP. The results of operations for interim periods presented are not
necessarily indicative of the operating results for the full year. These
unaudited financial statements should be read in connection with the audited
financial statements and notes thereto included in our Annual Report on Form
10-K for the fiscal year ended December 31, 2008.  The balances as of
December 31, 2008 are derived from our audited balance sheet.
 
 Earnings (Loss) per
Share
 
 Basic
earnings (loss) per share is computed based on the weighted average number of
common shares outstanding during the period presented.  Diluted
earnings (loss) per share is computed using the weighted-average number of
common shares outstanding plus the number of common shares that would be issued
assuming exercise or conversion of all potentially dilutive common shares had
been issued. For all periods presented in this report, we had no outstanding
potentially dilutive securities, such as stock purchase warrants, options or
convertible equity or convertible debt instruments. As of June 30, 2009, we also
did not have any outstanding potentially dilutive
securities.  Accordingly, basic shares equal diluted shares for all
periods presented.
  8
 NASUS
CONSULTING, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements (Unaudited)
  Share-based
Compensation
 
 We
account for share-based compensation under FASB Statement No. 123 (revised
2004), “Share-Based Payment” (“FAS 123(R)”). FAS 123(R) requires the recognition
of equity-based payments to employeesin the
financial statements and is measured based on the estimated fair value of the
award on the grant date. FAS 123(R) also requires the stock option or warrant
compensation expense to be recognized over the period during which an employee
is required to provide service in exchange for the award (generally the vesting
period). For all periods presented in this report, we had no share-based
compensation transactions.
 
 Recently issued accounting
pronouncements
 
 In
December 2007, the FASB issued Statement No. 141 (revised), Business Combinations – a
replacement of FASB Statement No. 141 (“FAS 141(R)”),
which significantly changes the principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree. FAS 141(R) also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. FAS 141(R) is
effective prospectively, except for certain retrospective adjustments to
deferred tax balances, for fiscal years beginning after December 15, 2008.
FAS 141(R) was effective for the Company beginning on January 1, 2009. The
adoption of this pronouncement did not have a material impact on our financial
statements.
 
 In
December 2007, the FASB issued Statement No. 160, Non-controlling Interests in
Consolidated Financial Statements, an Amendment of ARB 51 (“FAS 160”).
FAS 160 establishes accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary and
requires a new presentation on the face of the consolidated financial statements
to separately report the amounts attributable to controlling and non-controlling
interests.  This statement is effective prospectively, except for certain
retrospective disclosure requirements, for fiscal years beginning after
December 15, 2008. FAS 160 was effective for the Company beginning on
January 1, 2009. The adoption of this statement did not have a material impact
on our financial statements.
 
 In
May 2009, the FASB issued Statement No. 165, Subsequent Events (“FAS
165”). FAS 165 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. In particular, FAS 165 sets forth: 1)
The period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements; 2) The circumstances
under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements; and 3) The disclosures that
an entity should make about events or transactions that occurred after the
balance sheet date. FAS 165 does not apply to subsequent events or transactions
that are within the scope of other applicable US GAAP that provide different
guidance on the accounting treatment for subsequent events or transactions. FAS
165 was effective for the Company for the quarter ended June 30, 2009. The
adoption of this statement did not have a material impact on our financial
statements.
 
 In
June 2009, the FASB issued Statement No. 166, Accounting for Transfers of
Financial Assets—an amendment of FASB Statement No. 140(“FAS
166”).  The objective of FAS 166 is to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement, if any,
in transferred financial assets. FAS 166 is effective for fiscal years beginning
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. Earlier
application is prohibited.  FAS 166 must be applied to transfers
occurring on or after the effective date.  The adoption of this
statement is not expected to have a material impact on our financial
statements.
 
 In
June 2009, the FASB issued Statement No. 167, Amendments to FASB Interpretation
No. 46(R) (“FAS 167”). The objective of FAS 167 is to improve financial
reporting by enterprises involved with variable interest entities, in particular
to address:  1) the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FASB Statement No. 166, Accounting for Transfers of
Financial Assets, and (2) constituent concerns about the application of
certain key provisions of Interpretation 46(R), including those in which the
accounting and disclosures under the Interpretation do not always provide timely
and useful information about an enterprise’s involvement in a variable interest
entity. This Statement
  9
 NASUS
CONSULTING, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements (Unaudited)
  is
effective for fiscal years beginning after November 15, 2009, for interim
periods within that first annual reporting period, and for interim and annual
reporting periods thereafter.  Earlier application is
prohibited.  The adoption of this statement is not expected to have a
material impact on our financial statements.
 
 In
June 2009, the FASB issued Statement No. 168, TheFASB Accounting Standards
CodificationTMand the Hierarchy of Generally
Accepted Accounting Principles—a replacement of FASB Statement No. 162(“FAS 168”). FAS 168 will become the source of authoritative U.S.
generally accepted accounting principles (GAAP) recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission (SEC) under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. On the
effective date of this Statement, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. All other
nongrandfathered non-SEC accounting literature not included in the Codification
will become nonauthoritative. Following this Statement, the FASB will not issue
new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts. Instead, it will issue Accounting Standards
Updates. The FASB will not consider Accounting Standards Updates as
authoritative in their own right. Accounting Standards Updates will serve only
to update the Codification, provide background information about the guidance,
and provide the bases for conclusions on the change(s) in the Codification. FAS
168 is effective for financial statements issued for interim and annual periods
ending after September 15, 2009.  The adoption of this statement is
not expected to have a material impact on our financial statements.
 
 
 NOTE 2 - GOING
CONCERN
 
 The
accompanying financial statements have been prepared in conformity with US GAAP,
which contemplate our continuation as a going concern, whereby the realization
of assets and liquidation of liabilities are in the ordinary course of
business. We are currently in the development stage as we have not realized
any revenue from our new business that commenced as of the Transaction
Date.  Our ability to continue our current activities as a going
concern will rely solely on our ability to secure additional
funding.
 
 As of
June 30, 2009, we had an accumulated deficit and a deficit accumulated
during the development stage of $42,790 and $67,591, respectively.As of June 30, 2009, we had $4,469 in cash and, since the Transaction
Date, have funded our operations through two notes payable, which totaled
$50,000, from a related party, who is a member of our board of directors
(“Board”).  Also, in July and August 2009, we executed additional
notes payable in the aggregate amount of $125,000. See further discussion of
these notes payable transactions in Note 4.  At present, we believe
that we have commitments from our founders and related parties to finance our
company through the conceptual design stage, which we expect to conclude in 2009
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might be different should we be unable to
continue as a going concern.
 
 Management
recognizes that we must generate additional cash resources to enable us to
continue operations and to develop our intended product offerings. We intend to
raise additional financing through equity financings or other means that we deem
necessary to bring our products to market.  However, there is no
assurance that we will be successful in raising sufficient additional capital
that is required to execute our product development and commercialization
plans.
 
  10
 NASUS
CONSULTING, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements (Unaudited)
  NOTE
3 – DISCONTINUED OPERATIONS
 
 Effective
as of the Transaction Date, we ceased operating our IT services business, and as
a result, we no longer derive any revenues from this business.
 
 Operating
results for the discontinued operations for the three and six months ended June
30, 2009 and 2008 were as follows:
 
 Three
      months ended June 30,
                  
                  
                  Six
      months ended June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Revenue
      – software services
                  
                  $
                  56,630
                  
                  
                  $
                  97,626
                  
                  
                  $
                  149,587
                  
                  
                  $
                  183,399Selling,
      general and administrative expenses
                  
                  
                  65,855
                  
                  
                  
                  89,939
                  
                  
                  
                  182,098
                  
                  
                  
                  166,477Income
      (loss) from operations
                  
                  
                  (9,225
                  )
                  
                  
                  7,687
                  
                  
                  
                  (32,511
                  )
                  
                  
                  16,922Interest
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  67
                  
                  
                  
                  -Loss
      on disposition of net assets
                  
                  
                  (10,435
                  )
                  
                  
                  -
                  
                  
                  
                  (10,435
                  )
                  
                  
                  -Income
      (loss) before income taxes
                  
                  
                  (19,660
                  )
                  
                  
                  7,687
                  
                  
                  
                  (42,879
                  )
                  
                  
                  16,922Income
      tax provision
                  
                  
                  -
                  
                  
                  
                  (1,901
                  )
                  
                  
                  (456
                  )
                  
                  
                  (4,298
                  )Income
      (loss) from discontinued operations, net of tax
                  
                  $
                  (19,660
                  )
                  
                  $
                  5,786
                  
                  
                  $
                  (43,335
                  )
                  
                  $
                  12,624
 
 
 NOTE
4 – FORWARD STOCK SPLIT
 
 On
June 17, 2009, our Board unanimously approved a 20 for 1 forward split (the
“Split”) of the issued and outstanding shares of our common stock to the
stockholders of record as of July 1, 2009.  After the Split, the
number of shares of common stock issued and outstanding was
22,640,000.  The effect of the Split has been applied retroactively to
all common stock share and per share data, and related disclosures in the
financial statements for all periods presented in this report.
 
 
 NOTE
5 – RELATED PARTY AND DEBT OBLIGATIONS
 
 On
June 29, 2009, we executed two unsecured note payable agreements in the
principal amounts of $33,000 and $17,000, respectively, with one of the
directors on our Board (the “Director investor”).  These notes bear
interest at the rate of 8% per annum and all principal and accrued interest are
due on June 29, 2010.  These notes were the sole source of funding
since the Transaction Date through June 30, 2009.
 
 On
July 8, 2009, we executed an unsecured note payable agreement in the principal
amount of $25,000 with the Director investor.  This note bears
interest at the rate of 8% per annum and all principal and accrued interest are
due on July 8, 2010.
 
 On
August 11, 2009, we executed an unsecured note payable in the principal amount
of $100,000 with a potential provider of technology for use in the development
of our products.  This note bears interest at the rate of 8% per annum
and all principal and accrued interest are due on August 11, 2010.
 
  11
  Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
 
 Forward-Looking
Information May Prove Inaccurate
  Some
of the information presented in this Quarterly Report on Form 10-Q constitutes
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995.  These forward-looking statements
include, but are not limited to, statements that include terms such as “may,”
“will,” “intend,” “anticipate,” “estimate,” “expect,” “continue,” “believe,”
“plan,” or the like, as well as all statements that are not historical
facts.  Forward-looking statements are inherently subject to risks and
uncertainties that could cause actual results to differ materially from current
expectations.  Although we believe our expectations are based on
reasonable assumptions within the bounds of our knowledge of our business and
operations, there can be no assurance that actual results will not differ
materially from expectations.
 
 For
additional factors that could affect the validity of our forward-looking
statements, you should read the risk factors set forth in Part I, Item 1A of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the
consolidated financial statements contained therein, and the risk factors set
forth in Part II, Item 1A of this quarterly report.  The
forward-looking statements included in this quarterly report are subject to
additional risks and uncertainties not disclosed in this quarterly report, some
of which are not known or capable of being known by us.  The
information contained in this quarterly report is subject to change without
notice.  Readers should review future reports that we file with the
SEC.  In light of these and other risks, uncertainties and
assumptions, actual events or results may be very different from those expressed
or implied in the forward-looking statements in this quarterly report or may not
occur.  We have no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
 
 Organization
 
 Nasus
Consulting, Inc. (the “Company,” “we,” “us,” or “our”) is a Nevada corporation
incorporated in March 2009 and the successor by merger to a Massachusetts
corporation incorporated on August 1, 2000.  Prior to May 27, 2009, we
provided professional information technology (“IT”) services, including software
and hardware installation, data conversion, training, and software product
modifications to businesses.  On May 27, 2009 (the “Transaction
Date”), our principal shareholders, Russell R. Desjourdy and Lynn Desjourdy
("Selling Shareholders"), executed an agreement (the “Stock Purchase Agreement”)
to sell, transfer, and deliver 16,000,000 (post forward stock split) shares of
our common stock representing approximately 71% of the total issued and
outstanding shares of our common stock.  Under the terms of the Stock
Purchase Agreement, each of the Selling Shareholders sold 8,000,000 (post
forward stock split) shares of our common stock to two individuals (the
"Purchasers") for the total sum of $212,020 that was paid by the Purchasers in
cash.
 
 Mr.
Desjourdy together with all of our remaining officers and directors voluntarily
resigned from their respective offices and positions effective as of the
Transaction Date. Further, and in accordance with the terms and conditions of
the Stock Purchase Agreement, Mr. Desjourdy voluntarily resigned from his
employment with us and, together with all of our officers, directors, employees
and other representatives, executed an agreement (the “General Release”) in our
favor that released and discharged all claims Mr. Desjourdy may have had against
us and all amounts that he may have been owed by us.  All of our
assets were excluded from the Stock Purchase Agreement and were distributed to
Mr. Desjourdy as compensation for the voluntary termination of his employment
agreement and execution of the General Release.
 
 Nature
of Operations
 
 Effective
as of the Transaction Date, we ceased operating our IT services business, and as
a result, we no longer derive any revenues from this business. Our new
management is presently negotiating the purchase or an exclusive licensing
arrangement of certain technology from a Idea Fabrik SA, domiciled in
Luxembourg. The technology, if purchased or licensed by us, is intended to serve
as the foundation platform for the development of a range of Massively
Multiplayer Online ("MMO"), virtual reality experiences for on-line internet
entertainment, education, and social and business interactive purposes. In
parallel, we are engaged currently in conceptual product design, market
analysis, detailed business plan development and identification, and testing and
evaluation of the additional technologies that we believe will be required to
develop our potential product offerings. As of the Transaction Date, we are
currently a development stage company and have not recorded any revenues to
date.
 
  12
  Business
Overview
 
 As
a development stage company, we intend to design, develop and bring to market an
immersive 3D virtual world that will provide an online, consumer entertainment
experience that combines multiplayer gaming, virtual world, and social
networking elements; one that will be easy to navigate, experience, and
understand – providing for an enjoyable experience for not only experienced and
dedicated virtual world or gaming users, but also more social and casual
internet users.
 
 We
have executive management with more than a decade of micro-cap, public company
experience.  In addition we have retained a core consulting team in
Austin, Texas with strong industry specific credentials.  This team is
engaged in designing the detailed product development plan, conducting target
market evaluations and negotiating the purchase or license of Virtual World
Core- from Idea Fabrik as well as selecting the other game development
technologies necessary to execute our vision.
 
 We
are taking steps to assemble an advisory board of leaders in the MMO, Virtual
World, and Digital Media disciplines.  We expect this board to play a
critical role in helping us develop the full vision of our product strategy and
to guide our execution along the way.
 
 Financial
Condition, Liquidity and Capital Resources
 
 Our
unaudited financial statements as presented in Item 1 of this report have been
prepared in conformity with US GAAP, which contemplate our continuation as a
going concern, whereby the realization of assets and liquidation of liabilities
are in the ordinary course of business. We are currently in the development
stage as we have not realized any revenue from our new business that commenced
as of the Transaction Date.  The capital required to execute our total
business vision and objectives is significant, and we are currently in the
exploratory stages of raising capital to fund the working capital requirements
and  product development required to meet our product business
objectives.  As of June 30, 2009, we had $4,469 in cash and, since the
Transaction Date, have funded our operations through two notes payable, which
total $50,000, from a related party, who is a member of our board of directors
(“Board”).  Also, in July and August 2009, we executed additional
notes payable in the aggregate amount of $125,000. See further discussion of
these notes payable transactions under the heading, “Recent Financings,”
included under this item.
 
 At
present we believe that we have commitments from our founders and related
parties to finance our company through the conceptual design stage, which we
expect to conclude in 2009. Management recognizes that we must generate
additional cash resources to enable us to continue operations and to develop our
intended product offerings. We intend to raise additional financing through
equity financings or other means that we deem necessary in order to bring our
products to market.  However, there is no assurance that we will be
successful in raising sufficient additional capital that is required to execute
our product development and commercialization plans.
 
 Recent
Financings
 
 On
June 29, 2009, we executed two unsecured note payable agreements in the
principal amounts of $33,000 and $17,000, respectively, with one of the
directors on our Board (the “Director investor”).  These notes bear
interest at the rate of 8% per annum and all principal and accrued interest are
due on June 29, 2010.  These notes were the sole source of funding
since the Transaction Date through June 30, 2009.
 
 On
July 8, 2009, we executed an unsecured note payable agreement in the principal
amount of $25,000 with the Director investor.  This note bears
interest at the rate of 8% per annum and all principal and accrued interest are
due on July 8, 2010.
 
 On
August 11, 2009, we executed an unsecured note payable in the principal amount
of $100,000 with a potential licensor of technology for use in the development
of our products.  This note bears interest at the rate of 8% per annum
and all principal and accrued interest are due on August 11, 2010.
 
 13
 Cash and Cash
Flows
 
 Our
cash and cash equivalents at June 30, 2009 were $4,469 as compared to $33,979 at
December 31, 2008 and $56,622 at March 31, 2008.  For the six months
ended June 30, 2009, net cash used in operations was $78,141 as compared to net
cash provided by operations of $10,206 for the quarter ended June 30,
2008.  For the six months ended June 30, 2009, the primary use of cash
from operations was the net loss of $110,926, which was comprised of a loss from
continuing operations
of $67,591 and a loss from discontinued operations, net of tax, of
$43,335.  For this same period, the primary sources of cash from
operations were the non-cash charge for the disposition of net assets from
discontinued operation of $10,435 and an increase in accrued liabilities of
$17,500.  For the six months ended June 30, 2008, the primary source
of cash from operations was net income of $12,624 and the primary use of cash
from operations was an increase in accounts receivable of
$4,061.
 
 We
had no cash flows from investing activities for the six months ended June 30,
2009 or 2008.  For the six months ended June 30, 2009, net cash
provided by financing activities was $48,631 and was comprised of notes payable
of $50,000 executed with the Director investor less a distribution of cash of
$1,369 to former common stockholders.  We had no cash flows from
financing activities for the six months ended June 30, 2008.
 
 Contractual
Obligations
 
 Our
current obligations are notes payable which aggregate $50,000 and are due on
June 29, 2010. Additionally, we have notes payable in the principal amounts of
$25,000 and $100,000, which are due on July 8, 2010 and August 11, 2010,
respectively.
 
 Critical
Accounting Policies
 
 We
prepare our financial statements in accordance with US GAAP.  Our
significant accounting policies and estimates are disclosed in the notes to our
consolidated financial statements contained in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2008, some of which are applicable only
to our former business that we discontinued on the Transaction
Date.  Currently, our business is in development stage, and the number
of accounting transactions has been minimal, and involved only the recording of
operating expenses and notes payable.
 
 Results
of Operations
 
 Effective
on the Transaction Date, we discontinued our IT services business and our
reported operating results for the six months ended June 30, 2009 and 2008
reflect the operating results for this business as discontinued
operations.  For the six months ended June 30, 2009, we recorded a net
loss of $110,926, comprised of a loss from continuing operations of $67,591 and
a loss from discontinued operations, net of tax, of $43,335.  The loss
from continuing operations reflects operating expenses for the period from the
Transaction Date through June 30, 2009 (approximately one month), as we reported
no revenues from our current operations during this period.  For the
six months ended June 30, 2008, our income from discontinued operations, net of
tax, was $12,624.
 
 
 Item
3.  Quantitative and Qualitative
Disclosures About Market Risk
 
 As
a smaller reporting company, we are not required to provide the information
under this item.
 
  14
  Item
4T.  Controls
and Procedures
 
 Disclosure Controls and
Procedures
 
 We
are responsible for establishing and maintaining disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in our Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms, and that such information is accumulated and communicated to
our management, including our Chief Executive and Chief Financial Officer who is
our sole certifying officer, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
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 management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
 
 Our
management, with the participation of our Chief Executive and Chief Financial
Officer, evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of
June 30, 2009.  Based on this evaluation, our Chief Executive and
Chief Financial Officer concluded that our disclosure controls and procedures
were effective as of this date at the reasonable assurance level.  In
both our Annual Report on Form 10-K for the year ended December 31, 2008 and our
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, we
concluded that our disclosure controls and procedures were not effective due to
the absence of adequate segregation of duties relating to oversight and
management of our systems.  We reported this as a material weakness in
both of these reports.  With the hiring of new management effective
May 27, 2009, which included a new Chief Executive and Financial Officer and an
experienced public company financial consultant, we believe that we have
adequate segregation of duties that provide effective disclosure controls and
procedures.
 
 Internal Control over
Financial Reporting
 
 As
noted above, during the quarter ended June 30, 2009, we hired new management and
believe that our previously reported material weakness related to the absence of
adequate segregation of duties relating to oversight and management of our
systems has been remediated, primarily because we now have two experienced
individuals performing the financial functions that were previously performed by
one.
 
  15
  PART
II - OTHER INFORMATION.
 
 Item 1.  Legal Proceedings.
 
 None.
 
 
 Item 1A.  Risk Factors.
 
 The
risk factors discussed below are in addition to those set forth in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, and address
factors specific to our new business, which commenced on May 27,
2009.
 
 We
may be unsuccessful in obtaining the necessary financing to fund our
business.
 
 Currently
we have minimal cash on hand and are funding the Company on a short-term basis
with loans.  We will need additional capital to complete the
conceptual design stage of our product.  If we cannot secure that
capital, we will not complete the design stage or be able to secure funding for
product development.
 
 If
we secure funding to complete the conceptual design stage and move to the
development stage, the development cycle for our intended product is long and
expensive.  If we do not secure adequate financing, we will be unable
to complete the product development cycle and recover our
investment.  If we are delayed in securing the necessary financing,
the development timeline will extend and our market penetration strategy may
suffer from price erosion, increased competition or other factors.
 
 We
may be unable to acquire and create the technologies necessary to support our
concept.
 
 Our
product development plans involve a high level of execution risk.  We
intend  to integrate and apply known technologies in a manner that we
believe has not been attempted by other development companies, and we will be
developing and acquiring new technologies that we expect to be essential in
delivering our targeted product performance.  If we experience
difficulty in these efforts, our entire development efforts could fail or, if we
experience serious and costly delays in our development timeline, we could be
forced to make serious compromises in our product performance that would have
negative impact on our financial performance.
 
 We
may be unable to execute a licensing agreement with Idea Fabrik.
 
 If
we do not execute the license with Idea Fabrik, we may have to abandon our
product development strategy or extend our development timeline.  In
the latter case, our market penetration strategy may suffer from price erosion,
increased competition or other factors and we could be forced to make serious
compromises in our product performance.
 
 Other
competitors may be successful in launching their product platform before we
do.
 
 Because
of the long development cycle inherent in our product, we are at risk that other
competitors may launch similar or better product offerings before we are ready
to go to market. There are a number of existing organizations that already
appear to have the capital and other resources as well as the experience
necessary to pursue the same market opportunity that we are
targeting.
 
 We
may be subject to new regulatory controls on virtual economies.
 
 As
the broader social experience with virtual worlds is still in an early stage,
there is risk that, with time, government regulation may emerge that limits or
taxes some virtual world activities that are included in our
design.  This could have the effect of reducing our target available
market, increasing the costs of development and support or reducing the revenue
potential of the product.
 
  16
  We
may have incorrectly assessed our target market.
 
 We may be wrong in our assessment of
our target market, which we define as consumer entertainment experience that
combines multiplayer gaming, virtual world, and social networking
elements.  Our product may be viewed as an ineffective compromise by
some or all of these target users.  This may result in revenues that
are too low to recover our investment.
 
 Our
revenue model assumptions may be incorrect or not supportable by our target
market.
 
 The
revenue model in our business plan contains certain specific assumptions about
revenue sources from a variety of elements including business advertising and
promotion fees, migration from free to paid subscribers, real estate management
fees, object creation fees and virtual currency sales.  If we fail to
secure revenue from any of these elements or if our revenue distribution is
materially different than we have planned, our expected financial returns may be
affected dramatically and we may be unable to recover our
investment.
 
 
 Item 2.  Unregistered Sales of Equity Securities and Use
of Proceeds.
 
 None.
 
 
 Item 3.  Defaults Upon Senior Securities.
 
 None.
 
 
 Item 4.  Submission of Matters to a Vote of Security
Holders.
 
 On
May 27, 2009, Russell R. Desjourdy and Lynn Desjourdy sold a majority of our
common shares of stock and Mr. Desjourdy along with Lawney M. Tinio and Sashu
Rodriguez each voluntarily resigned from our Board.  As a result of
these events, our shareholders on May 27, 2009, by unanimous written consent,
voted to elect Oleksandr Shalash, John Jenkins and Thomas Kellgren to serve as
new members to our Board.
 
 On
May 27, 2009, Mr. Desjourdy voluntarily resigned as our Chief Executive Officer
and Chief Financial Officer.  Paul Desjourdy, the brother of Russell
R. Desjourdy also voluntarily resigned his position as our Secretary, which took
effect on May 27, 2009.  As a result of these resignations, our
shareholders on May 27, 2009, through unanimous written consent, voted to
appoint John Jenkins to serve as our President, Chief Executive Officer and
Chief Financial Officer and Robert Ogden to serve as our Treasurer and
Secretary.
 
 
 Item 5.  Other Information.
 
 On
June 17, 2009, our Board unanimously approved a 20 for 1 forward split of the
Company's shares of common stock owned by shareholders of record as of July 1,
2009. The authorized common shares and par value were unchanged as a result of
this action.
 
  17
  Item 6.  Exhibits.
 
 The
exhibits identified below are filed as part of this report:
  EXHIBIT
#                                DESCRIPTION
  
 3.1
              Articles
      of Incorporation (incorporated by reference to Exhibit 3.1 to the
      Registrant’s Registration Statement on Form S-1 filed on April 7,
      2008)
 
 3.2
              Bylaws
      (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K
      filed on April 8, 2009)
 
 3.3
              Certificate
      of Amendment to Articles of Incorporation (incorporated by reference to
      Exhibit 3.1 to the Registrant’s Form 10-K filed on April 8,
      2009)
 
 31.1
              Certification
      of Chief Executive and Chief Financial Officer Pursuant to Rule 13a-14(a)
      under the Securities Exchange Act of 1934
#
 
 32.1
              Certification
      of Chief Executive and Chief Financial Officer Pursuant to Section 1350 of
      Chapter 63 of Title 18 of the United States Code
  #
 
 #
Filed herewith
     18
  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 thereunto
duly authorized.
 
 NASUS
      CONSULTING, INC.August
      19, 2009
                  
                  By:  /s/ John
      JenkinsJohn JenkinsChief Executive and Financial Officer(Principal Executive and Financial
Officer)












19