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 September 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 October 30,
2009 was 22,640,000.












NASUS
CONSULTING, INC.





TABLE
OF CONTENTS




PART I: FINANCIAL INFORMATION




Page


Item 1.
            Financial Statements.Balance Sheets – September 30, 2009 (unaudited) and December
      31, 2008 (audited)
            3Statements
      of Operations – For the three months ended September 30,
      2009and
      2008 (unaudited)
            4Statements
      of Operations – For the nine months ended September 30,
      2009and
      2008 (unaudited)
            5Statements of Cash Flows – For the nine months ended September
      30, 2009 and 2008 (unaudited)
            6Notes to Financial Statements
(unaudited)
            7Item 2.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.
            12Item 3.
            Quantitative and Qualitative Disclosures About Market
      Risk.
            15Item 4T.
            Controls and Procedures.
            15


PART II: OTHER INFORMATION




Item 1.
            Legal Proceedings.
            16Item 1A.
            Risk Factors.
            17Item 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
            
            September
      30, 2009
            
            
            December
      31, 2008(Unaudited)
            
            
            (Audited)Current
      assets:Cash
      and cash equivalents
            
            $
            250,602
            
            
            $
            33,979Current
      assets from discontinued operations
            
            
            -
            
            
            
            3,713Total
      current assets
            
            
            250,602
            
            
            
            37,692Long-term
      assets from discontinued operations, net
            
            
            -
            
            
            
            7,225Total
      long-term assets
            
            
            -
            
            
            
            7,225TOTAL
      ASSETS
            
            $
            250,602
            
            
            $
            44,917LIABILITIES & STOCKHOLDERS’ EQUITY
      (DEFICIT)Current
      liabilities:Accounts
      payable
            
            $
            -
            
            
            $
            213Accrued
      liabilities
            
            
            9,676
            
            
            
            -Notes
      payable, including accrued interest of $1,495 – related
    party
            
            
            126,495
            
            
            
            -Notes
      payable, including accrued interest of $2,089 – related
    party
            
            
            419,789
            
            
            
            -Total
      current liabilities
            
            
            555,960
            
            
            
            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
            
            
            (307,918
            )
            
            
            -Total
      stockholders’ equity (deficit)
            
            
            (305,358
            )
            
            
            44,704TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT)
            
            $
            250,602
            
            
            $
            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
              September
      30,2009
            
            
            2008Operating
      expenses:General
      and administrative
            
            $
            238,743
            
            
            $
            -Total
      operating expenses
            
            
            238,743
            
            
            
            -Interest
      expense – related parties
            
            
            3,584
            
            
            
            -Loss
      from continuing operations
            
            
            (242,327
            )
            
            
            -Loss
      from discontinued operations, net of tax
            
            
            -
            
            
            
            (9,627
            )Net
      income (loss)
            
            $
            (242,327
            )
            
            $
            (9,627
            )Basic
      and diluted earnings (loss) per share:Loss
      from continuing operations
            
            $
            (0.01
            )
            
            $
            -Income
      (loss) from discontinued operations
            
            $
            -
            
            
            $
            -
            *Net
      income (loss)
            
            $
            (0.01
            )
            
            $
            -
            *Weighted
      average shares outstanding – basic and diluted
            
            
            22,640,000
            
            
            
            22,640,000








*   Per
share loss 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 Nine Months Ended
              September
      30,
            
            
            May
      27, 2009 (Inception) Through September 30, 20092009
            
            
            2008Operating
      expenses:General
      and administrative
            
            $
            306,334
            
            
            $
            -
            
            
            $
            306,334Total
      operating expenses
            
            
            306,334
            
            
            
            -
            
            
            
            306,334Interest
      expense – related parties
            
            
            3,584
            
            
            
            -
            
            
            
            3,584Loss
      from continuing operations
            
            
            (309,918
            )
            
            
            -
            
            
            
            (309,918
            )Income
      (loss) from discontinued operations, net of tax
            
            
            (43,335
            )
            
            
            2,997
            
            
            
            -Net
      income (loss)
            
            $
            (353,253
            )
            
            $
            2,997
            
            
            $
            (309,918
            )Basic
      and diluted earnings (loss) per share:Loss
      from continuing operations
            
            $
            (0.01
            )
            
            $
            -Income
      (loss) from discontinued operations
            
            $
            -
            
            
            $
            -
            *Net
      income (loss)
            
            $
            (0.02
            )
            
            $
            -
            *Weighted
      average shares outstanding –basic
      and diluted
            
            
            22,640,000
            
            
            
            22,640,000








*
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 CASH FLOWS


(Unaudited)





For
      the Nine Months Ended
              September
      30,
            
            
            May
      27, 2009 (Inception) Through September 30, 20092009
            
            
            2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      income (loss)
            
            $
            (353,253
            )
            
            $
            2,997
            
            
            $
            (309,918
            )Adjustments
      used to reconcile net loss to net cash used inoperating
      activities:Loss
      from disposition of net assets from discontinuedoperations
            
            
            10,435
            
            
            
            -
            
            
            
            -Services
      exchanged for stock subscription
            
            
            4,560
            
            
            
            
            
            
            
            4,560Depreciation
      and amortization
            
            
            722
            
            
            
            2,167
            
            
            
            -Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            317
            
            
            
            (5,941
            )
            
            
            -Other
      current assets
            
            
            (482
            )
            
            
            -
            
            
            
            -Accounts
      payable
            
            
            (267
            )
            
            
            (2,797
            )
            
            
            -Accrued
      interest – related parties
            
            
            3,584
            
            
            
            
            
            
            
            3,584Accrued
      liabilities
            
            
            9,676
            
            
            
            -
            
            
            
            9,676Net
      cash used in operating activities
            
            
            (324,708
            )
            
            
            (3,574
            )
            
            
            (292,098
            )CASH FLOWS FROM INVESTING
      ACTIVITIES:
            
            
            -
            
            
            
            -
            
            
            
            -CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds
      from notes payable -  related party
            
            
            125,000
            
            
            
            -
            
            
            
            125,000Proceeds
      from notes payable – related party
            
            
            417,700
            
            
            
            
            
            
            
            417,700Distribution
      to former common stockholders
            
            
            (1,369
            )
            
            
            -
            
            
            
            -Net
      cash provided by financing activities
            
            
            541,331
            
            
            
            -
            
            
            
            542,700Net
      increase (decrease) in cash and cash equivalents
            
            
            216,623
            
            
            
            (3,574
            )
            
            
            250,602Cash
      and cash equivalents at beginning of period
            
            
            33,979
            
            
            
            46,416
            
            
            
            -Cash
      and cash equivalents at end of period
            
            $
            250,602
            
            
            $
            42,842
            
            
            $
            250,602SUPPLEMENTAL DISCLOSURES OF CASH
      FLOWINFORMATION:Cash
      paid for:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes
            
            $
            456
            
            
            $
            2,129
            
            
            $
            -
































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


6
 
 NASUS
CONSULTING, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements (Unaudited)





NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION





Organization





Nasus
Consulting, Inc. (the Company,” “we,” “us,” or “our) is a Nevada corporation
incorporated in February 2009 an 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 and officers, Russell R.
Desjourdy and Lynn Desjourdy, together with all of our remaining officers and
directors voluntarily resigned from their respective offices and positions
effective as of the Transaction date.  All of our assets held as of
the Transaction date were distributed to Mr. Desjourdy as compensation for the
voluntary termination of his employment agreement.


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 (“Idea Fabrik”), 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.  We are engaged currently in conceptual
product design, market analysis, detailed business plan development and testing
and evaluation of the some of the additional technologies we believe will be
required to develop our potential product offerings.  We are using a
development license we purchased in this quarter in order to create prototypical
demonstration models of specific elements of our intended
products.  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.





Codification of US
GAAP





In
June 2009, the Financial Accounting Standards Board (the “FASB”) issued
Statement No. 168, TheFASB Accounting Standards
CodificationTMand the Hierarchy of Generally
Accepted Accounting Principles—a replacement of FASB Statement No. 162,
hereafter referred to as Accounting Standards Codification
(the “Codification,” or “ASC Topic 105”).  ASC Topic 105 is the
sole source of authoritative US GAAP recognized by the FASB to be applied by
nongovernmental entities.
Rules and interpretive releases of the SEC under authority of federal securities
laws are also sources of authoritative US GAAP for SEC registrants. The
Codification supersedes all then-existing non-SEC accounting and reporting
standards. All other nongrandfathered non-SEC accounting literature not included
in the Codification are nonauthoritative. Following the adoption of the
Codification, the FASB will issue Accounting Standards Updates, which the FASB
will not consider as authoritative in their own right, but which 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. We
adopted ASC Topic 105 effective with our consolidated financial statements as of
September 30, 2009.  The adoption of ASC Topic 105 did not have a
material impact on our consolidated financial
statements.


7
 
 NASUS
CONSULTING, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements (Unaudited)





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.  Accordingly,
basic shares equal diluted shares for all periods presented.





Share-based
Compensation





We
account for share-based compensation under FASB ASC Topic 718 Compensation – Stock
Compensation (“ASC Topic 718”).  ASC Topic 718 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. ASC Topic 718 also requires the stock option or stock
purchase 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 (Not Effective as of the Date of Adoption of the FASB
Codification)





The
following FASB accounting standards shall remain authoritative until such time
that each is integrated into the Codification:  (1) FASB Statement No.
166, Accounting for
Transfers of Financial Assets - an amendment of FASB Statement No. 140(“FAS 166”) and FASB Statement No.
167, Amendments to FASB
Interpretation No. 46(R)(“FAS 167”)





In
June 2009, the FASB issued 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
consolidated financial statements.





In
June 2009, the FASB issued 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 ASC Topic 810 (“ASC Topic 810”),as a result of the
elimination of the qualifying special-purpose entity concept in FAS 166 and (2)
constituent concerns about the application of certain key provisions of ASC
Topic 810, including those in which the accounting and disclosures do not always
provide timely and useful information about an enterprise’s involvement in a
variable interest entity. This Statement 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 consolidated financial
statements.




8
 
 NASUS
CONSULTING, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements (Unaudited)


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 September 30, 2009, we had an accumulated deficit and a deficit accumulated
during the development stage of $42,790 and $309,918,
respectively.  As of September 30, 2009, we had $250,602 in cash and
cash equivalents and, since the Transaction Date, have funded our operations
through notes payable, which have totaled $542,700 through September 30,
2009.  A director of our board of directors (“Board”) has loaned us
$125,000 and Idea Fabrik has loaned us $417,700.  See further
discussion of these related party notes in Note 4.  At present, we
believe that we have commitments from these related parties to finance our
company through the conceptual design stage, which, at this time, we expect to
conclude in the first quarter of 2010.  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 debt or 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.





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 nine months ended
September 30, 2009 and 2008 were as follows:





Three
      months ended
              September
      30,
            
            
            Nine months
      ended
              September
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenue
      – software services
            
            $
            
            
            $
            95,130
            
            
            $
            149,587
            
            
            $
            278,529Selling,
      general and administrativeexpenses
            
            
            -
            
            
            
            108,273
            
            
            
            182,098
            
            
            
            274,750Income
      (loss) from operations
            
            
            -
            
            
            
            (13,143
            )
            
            
            (32,511
            )
            
            
            3,779Interest
      income
            
            
            -
            
            
            
            323
            
            
            
            67
            
            
            
            323Loss
      on disposition of net assets
            
            
            -
            
            
            
            -
            
            
            
            (10,435
            )
            
            
            -Income
      (loss) before income taxes
            
            
            -
            
            
            
            (12,820
            )
            
            
            (42,879
            )
            
            
            4,102Income
      tax benefit (provision)
            
            
            -
            
            
            
            3,193
            
            
            
            (456
            )
            
            
            (1,105
            )Income
      (loss) from discontinuedoperations,
      net of tax
            
            $
            -
            
            
            $
            (9,627
            )
            
            $
            (43,335
            )
            
            $
            2,997








9
 
 NASUS
CONSULTING, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements (Unaudited)


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 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.





On
July 8, 2009, we executed an unsecured note payable 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 Idea Fabrik.  This note bears interest at the rate of
8% per annum and all principal and accrued interest are due on August 11,
2010.





On
August 25, 2009, we executed an unsecured note payable in the principal amount
of $100,000 with Idea Fabrik.  This note bears interest at the rate of
8% per annum and all principal and accrued interest are due on August 25,
2010.





On
September 28, 2009, we executed an unsecured note payable in the principal
amount of $200,000 with Idea Fabrik.  This note bears interest at the
rate of 8% per annum and all principal and accrued interest are due on September
28, 2010.





On
September 30, 2009, we executed an unsecured note payable in the principal
amount of $50,000 with the Director Investor.  This note bears
interest at the rate of 8% per annum and all principal and accrued interest are
due on September 30, 2010.





On
September 30, 2009, we executed an unsecured note payable in the principal
amount of $17,700 with Idea Fabrik.  This note bears interest at the
rate of 8% per annum and all principal and accrued interest are due on September
30, 2010.





A
detail of the related party notes payable at September 30, 2009 is as
follows:





Note
      Holder
            
            Principal
      plus
              Accrued
      Interest
            
            Due
      DateDirector
      investor
            
            $
            33,675
            
            June
      29, 2010Director
      investor
            
            
            17,348
            
            June
      29, 2010Director
      investor
            
            
            25,472
            
            July
      8, 2010Director
      investor
            
            
            50,000
            
            September
      30, 2010126,495Idea
      Fabrik
            
            
            101,133
            
            August
      11, 2010Idea
      Fabrik
            
            
            100,822
            
            August
      25, 2010Idea
      Fabrik
            
            
            200,134
            
            September
      28, 2010Idea
      Fabrik
            
            
            17,700
            
            September
      30, 2010419,789$
            546,284








10
 
 NASUS
CONSULTING, INC.
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements (Unaudited)


NOTE
6 – SUBSEQUENT EVENT





On
October 5, 2009, we entered into a consulting agreement (the “Consulting
Agreement”) to assist us with external communications and investor
relations.  Under the terms of the Consulting Agreement, we are
obligated to pay a fixed monthly fee equal to $35,000.  The initial
term ("Initial Term") of the Consulting Agreement is for six months and shall
automatically renew for consecutive six month periods ("Renewal Period") unless
terminated by us no later than ten days prior to the expiration of the
Initial Term or any subsequent Renewal Period.  We may also terminate
the Consulting Agreement at any time upon 30 days written notice.








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 February 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 Idea Fabrik. 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. We are engaged currently in conceptual product
design, market analysis, detailed business plan development and testing and
evaluation of the some of the additional technologies we believe will be
required to develop our potential product offerings.  We are using a
development license we purchased in this quarter in order to create prototypical
demonstration models of specific elements of our intended
products.  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 and leading the development and production of our prototype
demonstration models.





We
are continuing to take 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 September 30, 2009, we had $250,602 in cash and,
since the Transaction Date, have funded our operations through short-term notes
payable. 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, at
this time, we expect to conclude in the first quarter of 2010. 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 debt or 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.





On
July 8, 2009, we executed an unsecured note payable 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 Idea Fabrik.  This note bears interest at the rate of
8% per annum and all principal and accrued interest are due on August 11,
2010.





On
August 25, 2009, we executed an unsecured note payable in the principal amount
of $100,000 with Idea Fabrik.  This note bears interest at the rate of
8% per annum and all principal and accrued interest are due on August 25,
2010.





On
September 28, 2009, we executed an unsecured note payable in the principal
amount of $200,000 with Idea Fabrik.  This note bears interest at the
rate of 8% per annum and all principal and accrued interest are due on September
28, 2010.





On
September 30, 2009, we executed an unsecured note payable in the principal
amount of $50,000 with the Director Investor.  This note bears
interest at the rate of 8% per annum and all principal and accrued interest are
due on September 30, 2010.


13


On
September 30, 2009, we executed an unsecured note payable in the principal
amount of $17,700 with Idea Fabrik.  This note bears interest at the
rate of 8% per annum and all principal and accrued interest are due on September
30, 2010.





Cash and Cash
Flows





Our
cash and cash equivalents at September 30, 2009 were $250,602 as compared to
$42,842 at September 30, 2008.  For the nine months ended September
30, 2009, net cash used in operations was $324,708 as compared to net cash used
in operations of $3,574 for the nine months ended September 30,
2008.  For the nine months ended September 30, 2009, the primary use
of cash from operations was the net loss of $353,253, which was comprised of a
loss from continuing operations of $309,918 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
interest and accrued liabilities of $13,260.  For the nine months
ended September 30, 2008, the primary source of cash from operations was net
income of $2,997 and the primary use of cash from operations was an increase in
accounts receivable of $5,941.





We
had no cash flows from investing activities for the nine months ended September
30, 2009 or 2008.  For the nine months ended September 30, 2009, net
cash provided by financing activities was $541,331 and was comprised of cash
proceeds from notes payable of $542,700 less a distribution of cash of $1,369 to
former common stockholders.  We had no cash flows from financing
activities for the nine months ended September 30, 2008.





Contractual
Obligations





Our
current obligations are notes payable with related parties that bear interest at
8%, compounded quarterly.  All notes are due on or before September
30, 2010 and are listed below:








Note
      Holder
            
            Principal
      plus
              Accrued
      Interest
            
            Due
      DateDirector
      investor
            
            $
            33,675
            
            June
      29, 2010Director
      investor
            
            
            17,348
            
            June
      29, 2010Director
      investor
            
            
            25,472
            
            July
      8, 2010Director
      investor
            
            
            50,000
            
            September
      30, 2010126,495Idea
      Fabrik
            
            
            101,133
            
            August
      11, 2010Idea
      Fabrik
            
            
            100,822
            
            August
      25, 2010Idea
      Fabrik
            
            
            200,134
            
            September
      28, 2010Idea
      Fabrik
            
            
            17,700
            
            September
      30, 2010419,789$
            546,284








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 primarily the
recording of operating expenses and interest bearing notes payable.




14


Results
of Operations





Effective
on the Transaction Date, we discontinued our IT services business and our
reported operating results for the nine months ended September 30, 2009 and 2008
and three months ended September 30, 2008 reflect the operating results for this
business as discontinued operations.





For
the nine months ended September 30, 2009, we recorded a net loss of $353,253,
comprised of a loss from continuing operations of $309,918 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 September 30, 2009 (approximately four months), as we
have reported no revenues from our current operations since
inception.  For the nine months ended September 30, 2009, our loss
from continuing operations was comprised of general and administrative expenses
primarily related to consulting services and software
development.  For the nine months ended September 30, 2008, our net
income was comprised of income from discontinued operations, net of tax, of
$2,997.





For
the three months ended September 30, 2009, our net loss was $242,327 and was
comprised of general and administrative expenses from our current business
operations, primarily related to consulting services and software
development.  For the three months ended September 30, 2008, our net
loss was comprised of a loss from discontinued operations, net of tax, of
$9,627.






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.







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 SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our
Chief Executive and Financial Officer (the “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
Certifying Officer evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act as of September
30, 2009.  Based on this evaluation, our Certifying Officer concluded
that our disclosure controls and procedures were effective as of this date at
the reasonable assurance level.





Internal Control over
Financial Reporting





There
was no change in our internal control over financial reporting during the
quarter ended September 30, 2009 that materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.


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 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.





None.








Item 5.  Other Information.





None.


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.November
      23, 2009
            By:/s/ John JenkinsJohn
      JenkinsChief
      Executive and Financial Officer(Principal
      Executive and Financial Officer)