UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549





FORM 10-Q





(Mark One)





[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the Quarterly Period Ended March 31, 2010





or





[ ] TRANSITION REPORT PURSUANT TO 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 or organization)
(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 registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]   No [ ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or 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.





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 April 30, 2010 was 22,640,000.










NASUS CONSULTING, INC.


(A Development Stage Company)





TABLE OF CONTENTS




PART I. FINANCIAL INFORMATION


PageItem 1.
Financial Statements.Balance Sheets – March 31, 2010 (unaudited) and December 31, 2009
3Statements of Operations – For the three months ended March 31, 2010and 2009, and May 27, 2009 (Inception) through March 31, 2010 (unaudited)
4Statements of Cash Flows – For the three months ended March 31, 2010and 2009, and May 27, 2009 (Inception) through March 31, 2010 (unaudited)
5Notes to Financial Statements (unaudited)
6Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
11Item 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.
16Item 3.
Defaults Upon Senior Securities.
16Item 5.
Other Information.
16Item 6.
Exhibits.
16Signature

17


2


Part I.  FINANCIAL INFORMATION




Item 1. Financial Statements.





NASUS CONSULTING, INC.


(A Development Stage Company)


BALANCE SHEETS





March 31, 2010


December 31, 2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
13,933


$
99,174Prepaid expense


-



10,000Total current assets


13,933



109,174TOTAL ASSETS

$
13,933


$
109,174LIABILITIES & STOCKHOLDERS’ DEFICITCurrent liabilities:Accrued liability – officer


3,800



5,000Accrued liabilities


6,080



9,517Notes payable, including accrued interest of $6,663 – related party


131,663



129,081Notes payable, including accrued interest of $24,843 – related party


700,543



637,265Total current liabilities


842,086



780,863Commitments and ContingenciesStockholders’ 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



4,560Accumulated deficit


(42,790
)


(42,790
)Deficit accumulated during the development stage


(832,713
)


(676,249
)Total stockholders’ deficit


(828,153
)


(671,689
)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$
13,933


$
109,174























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


3





NASUS CONSULTING, INC.


(A Development Stage Company)


STATEMENTS OF OPERATIONS








For the Three Months Ended

March 31,


May 27, 2009

(Inception) Through

March 31, 20102010


2009Operating expenses:General and administrative

$
140,604


$
25,500


$
801,207Total operating expenses


140,604



25,500



801,207Interest expense – related parties


15, 860



-



31,506Loss from continuing operations


(156,464
)


(25,500
)


(832,713
)Income from discontinued operations, net of tax


-



1,825



-Net loss

$
(156,464
)

$
(23,675
)

$
(832,713
)Basic and diluted loss per share:Loss from continuing operations

$
(0.01
)

$
-
*Income from discontinued operations

$
-


$
-
*Net loss

$
(0.01
)

$
-
*Weighted average shares outstanding –basic and diluted


22,640,000



22,640,000








* Per share earnings (loss) is less than $0.01.




















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


4


NASUS CONSULTING, INC.


(A Development Stage Company)


STATEMENTS OF CASH FLOWS





For the Three Months ended

March 31,


May 27, 2009

(Inception) Through

March 31, 20102010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(156,464
)

$
(23,675
)

$
(832,713
)Adjustments used to reconcile net loss to net cash used in operating activities:Services exchanged for stock subscription


-



-



4,560Depreciation and amortization


-



723



-Changes in operating assets and liabilities:Accounts receivable


-



(1,040
)


-Prepaid expense


10,000



-



-Accrued liability – officer


(1,200
)


-



3,800Accounts payable and accrued liabilities


(3,437
)


(63
)


6,080Accrued interest – related parties


15,860



-



31,506Net cash used in operating activities


(135,241
)


(24,055
)


(786,767
)CASH FLOWS FROM INVESTING ACTIVITIES:


-



-



-CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from notes payable -  related party


-



-



125,000Proceeds from notes payable – related party


50,000



-



675,700Net cash provided by financing activities


50,000



-



800,700Net increase (decrease) in cash and cash equivalents


(85,241
)


(24,055
)


13,933Cash and cash equivalents at beginning of period


99,174



33,979



-Cash and cash equivalents at end of period

$
13,933


$
9,924


$
13,933SUPPLEMENTAL DISCLOSURES OF CASH FLOWINFORMATION:Cash paid for:Interest

$
-


$
-


$
-Income taxes

$
-


$
456


$
-




















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


5




NASUS CONSULTING, INC.
 (A Development Stage Company)
 Notes to 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 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 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.  As of the Transaction Date, we are currently a development stage company and have not recorded any revenues to date.  From that date, our new management has applied the resources of the Company to the initial stages of development of a range of Massively Multiplayer Online ("MMO"), virtual reality experiences for on-line internet entertainment, education, social and business interactive purposes.   We have been 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.  We have been and continue to be engaged 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.  As part of that activity we used a development license we purchased to create prototypical demonstration models.  As that license has expired and we do not currently expect to secure a renewal or extension, we are not currently creating any additional prototype models.





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 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “2009 10-K”).  The balances as of December 31, 2009 are derived from our audited balance sheet contained in the 2009 10-K.





Recently Issued Accounting Standard Updates





We have reviewed all of the FASB’s Accounting Standard Updates through the filing date of this report and have concluded that none will have a material impact on our future financial statements.




6




NASUS CONSULTING, INC.
 (A Development Stage Company)
 Notes to 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 since inception.  As of March 31, 2010, we had an accumulated deficit and a deficit accumulated during the development stage of $832,713, respectively.  As of March 31, 2010, we had $13,933 in cash and cash equivalents and, since the Transaction Date, have funded our operations through notes payable, which have totaled $800,700 plus accrued interest of $31,506 through March 31, 2010.  A director of our board of directors (the “Board”) has loaned us $125,000 and Idea Fabrik has loaned us $675,700.  See further discussion of these related party notes in Note 5.  These conditions raise substantial doubt as to our ability to continue as a going concern.  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. Recently, we have had to reduce significantly the level of activity in all areas due to capital constraints. We intend to raise additional financing through debt or equity financings or other means, however, there is no assurance that we will be successful in raising sufficient additional capital.








NOTE 3 – 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 years 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 years presented.




7




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


NOTE 4 – 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 from discontinued operations for the three months ended March 31, 2009 were as follows:





Revenue – software services

$
92,957Selling, general and administrative expenses


90,706Income from operations


2,251Interest income


67Income before income taxes


2,318Income tax expense


456Income from discontinued operations, net of tax

$
1,825








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.


8




NASUS CONSULTING, INC.
 (A Development Stage Company)
 Notes to Financial Statements (Unaudited)
 
 
 On October 2, 2009, we executed an unsecured note payable in the principal amount of $8,000 with Idea Fabrik.  This note bears interest at the rate of 8% per annum and all principal and accrued interest are due on October 2, 2010.





On November 30, 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 November 30, 2010.





On December 24, 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 December 24, 2010.





On February 12, 2010, we executed an unsecured note payable in the principal amount of $50,000 with Idea Fabrik.  This note bears interest at the rate of 8% per annum and all principal and accrued interest are due on February 12, 2011.





On April 13, 2010, we executed an unsecured note payable in the principal amount of $10,000 with Idea Fabrik.  This note bears interest at the rate of 8% per annum and all principal and accrued interest are due on April 13, 2011.








A detail of the related party notes payable at March 31, 2010 is as follows:





Note Holder

Principal plus

Accrued Interest

Due DateDirector investor

$
35,501

June 29, 2010Director investor


18,056

June 29, 2010Director investor


26,513

July 8, 2010Director investor


52,043

September 30, 2010131,663Idea Fabrik


105,265

August 11, 2010Idea Fabrik


104,941

August 25, 2010Idea Fabrik


208,309

September 28, 2010Idea Fabrik


18,423

September 30, 2010Idea Fabrik


8,323

October 2, 2010Idea Fabrik


102,703

November 30, 2010Idea Fabrik


102,045

December 24, 2010Idea Fabrik


50,533

February 12, 2011700,543$
832,206





For the three months ended March 31, 2010, we recorded expenses related to consulting services provided by Princeton Partners LLC, whom our CEO is the principal of, in the amount of $27,720.  Of this amount, $3,800 was accrued but not paid as of March 31, 2010.





For the three months ended March 31, 2010, we recorded expenses related to financial and accounting services provided by a non-employee officer of the Company in the amount $10,039.




9




NASUS CONSULTING, INC.
 (A Development Stage Company)
 Notes to Financial Statements (Unaudited)
  NOTE 6 – COMMITMENTS AND CONTINGENCIES





In October 2009, we executed a six-month agreement with a public relations firm (the “Firm”) in the amount of $35,000 per month.  We made one payment in the amount of $35,000 and elected to terminate the agreement after the first month, and as allowed for under the agreement.  In April 2010, the Firm communicated to us that we owe an additional $70,000 under the contract, a claim that we vehemently deny.  The Firm has not communicated any claim in writing, and no legal action has been taken by the Firm or us.  We believe the claim to be frivolous and without merit, and accordingly, no adjustment has been made to our financial statements as of March 31, 2010.





We have reviewed events subsequent to March 31, 2010 through the date of the filing of this report.






10


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Background and Current Operations





We were incorporated in the Commonwealth of Massachusetts on August 1, 2000.  On March 5, 2009, we completed a statutory merger (solely for the purpose of redomicile) with a Nevada corporation by the same name.  On March 12, 2009, we amended our Articles of Incorporation to increase our authorized common shares to 200,000,000.  From inception until 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.





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.  As of the Transaction Date, we are currently a development stage company and have not recorded any revenues to date.  From that date, our new management has applied the resources of the Company to the initial stages of development of a range of Massively Multiplayer Online ("MMO"), virtual reality experiences for on-line internet entertainment, education, social and business interactive purposes.   We have been 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.  We yet have not been able to complete the negotiation of that license or purchase.  We have been and continue to be engaged 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.  As part of that activity, we used a development license that we purchased to create prototypical demonstration models.  As that license has expired and we do not currently expect to secure a renewal or extension, we are not currently creating any additional prototype models.  Recently, we have had to reduce significantly the level of activity in all areas due to capital constraints.





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 have taken  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.





Results of Operations – For the Three Months Ended March 31, 2010 (the “March 2010 Quarter”) as Compared to the Three Months Ended March 31, 2009 (the “March 2009 Quarter”)





Effective on the Transaction Date, we discontinued our IT services business and, for the March 2009 Quarter our operating results for this business are reported as discontinued operations.  We are currently a development stage company and have reported no revenue since inception.





For the March 2010 Quarter, we recorded a net loss of $156,464. The net loss was comprised of: 1) operating expenses of approximately $141,000, of which approximately $56,000 were comprised of software development costs and approximately $85,000 in general and administrative expenses; and 2) interest expense of $15,860 from


11


notes payable with related parties.  For the March 2009 Quarter, we recorded a net loss of $23,675, which was comprised of a loss from continuing operations of $25,500 and income from discontinued operations of $1,825.  For the March 2009 quarter, the loss from continuing operations was comprised primarily of general and administrative expenses related to legal and accounting services.





Liquidity and Capital Resources





Our 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. However, the report of our independent registered public accounting firm on our financial statements, as of and for the year ended December 31, 2009, contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. The “going concern” qualification results from, among other things, our development-stage status, no revenue recognized since inception and our net losses from inception as a development stage company, which total approximately $833,000, the outstanding and currently anticipated contractual commitments under notes payable arrangements with related parties and uncertainty in raising additional capital.  Our 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 necessary if we were unable to continue as a going concern.





As of March 31, 2010, we had $13,933 in cash and, since the Transaction Date, have funded our operations exclusively through short-term notes payable with related parties. The capital required to execute our total business vision and objectives is significant.  In 2010, we continue to be engaged in efforts to raise capital to fund the working capital requirements and product development necessary to meet our product business objectives. At present, we have been unsuccessful in raising capital in sufficient amounts to meet those objectives.  During the March 2010 quarter, we have had to reduce significantly our development activities in order to conserve cash.  At this time, there is no assurance that we will be successful in raising the sufficient additional capital that is required to execute our product development and commercialization plans.





Note payable agreements





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 eight percent (8%) per annum and all principal and accrued interest are due on September 30, 2010.


12





On October 2, 2009, we executed an unsecured note payable in the principal amount of $8,000 with Idea Fabrik.  This note bears interest at the rate of 8% per annum and all principal and accrued interest are due on October 2, 2010.





On November 30, 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 November 30, 2010.





On December 24, 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 December 24, 2010.





On February 12, 2010, we executed an unsecured note payable in the principal amount of $50,000 with Idea Fabrik.  This note bears interest at the rate of 8% per annum and all principal and accrued interest are due on February 12, 2011.





On April 13, 2010, we executed an unsecured note payable in the principal amount of $10,000 with Idea Fabrik.  This note bears interest at the rate of 8% per annum and all principal and accrued interest are due on April 13, 2011.





Cash and Cash Flows





Our cash and cash equivalents at March 31, 2010 were $13,933 as compared to $99,174 at December 31, 2009.  For the three months ended March 31, 2010, net cash used in operations was $135,241, which was primarily attributable to the net loss for this period of $156,464.  For this same period, the primary source of cash from operations was a net decrease in net operating assets of approximately $19,000.  For the three months ended March 31, 2009, net cash used in operations was $24,055 and was primarily attributable to the net loss for this period of $23,675.





We had no cash flows from investing activities for the three months ended March 31, 2010 or 2009.  For the three months ended March 31, 2010, net cash provided by financing activities was $50,000 and was comprised of cash proceeds from a note payable with Idea Fabrik of $50,000.  We had no cash flows from financing activities for the three months ended March 31, 2009.





13


Contractual Obligations





Our obligations at March 31, 2010 were comprised of notes payable with related parties that bear interest at 8%, compounded quarterly.  All notes are due on or before March 31, 2011 and are listed below:





Note Holder

Principal plus

Accrued Interest

Due DateDirector investor

$
35,501

June 29, 2010Director investor


18,056

June 29, 2010Director investor


26,513

July 8, 2010Director investor


52,043

September 30, 2010131,663Idea Fabrik


105,265

August 11, 2010Idea Fabrik


104,941

August 25, 2010Idea Fabrik


208,309

September 28, 2010Idea Fabrik


18,423

September 30, 2010Idea Fabrik


8,323

October 2, 2010Idea Fabrik


102,703

November 30, 2010Idea Fabrik


102,045

December 24, 2010Idea Fabrik


50,533

February 12, 2011700,543$
832,206





Critical Accounting Policies





Our significant accounting policies and estimates are disclosed in the notes to our consolidated financial statements contained in our 2009 10-K.








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 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 March 31, 2010.  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 March 31, 2010 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.





None.








Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.





None





Item 3.  Defaults Upon Senior Securities.





None.








Item 5.  Other Information.





None.








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


16


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.May 17, 2010
By: /s/ John JenkinsJohn JenkinsChief Executive and Financial Officer(Principal Executive and Financial Officer)