UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





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





For the Quarterly Period Ended March 31, 2011





Or





o 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





NATIONAL ASSET RECOVERY CORP.


(Exact Name of Registrant as Specified in Its Charter)




Nevada

04-3526451(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)




9000 Burma Road, Suite 103


Palm Beach Gardens, FL 33403


(Address of principal executive offices, including zip code)





(561) 932-1422


(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  xNo o




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  oNo o




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
 ̈
Smaller reporting company
x(Do not check if a smaller reporting company)




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  oNo x





The number of shares outstanding of the registrant's common stock as of May 16, 2011,  was 86,735,360.










National Asset Recovery Corp.





(A Development Stage Company)




TABLE OF CONTENTS





PART I. FINANCIAL INFORMATIONItem 1.
Financial Statements.Balance Sheets - March 31, 2011 and December 31, 2010 (unaudited)


3Statements of Operations - For the three months ended March 31, 2011 and March 31, 2010 (unaudited)


4Statements of Cash Flows - For the three months ended March 31, 2011 and March 31, 2010 (unaudited)


5Notes to Financial Statements (unaudited)


6Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.


17Item 3.
Quantitative and Qualitative Disclosures About Market Risk.


21Item 4T.
Controls and Procedures.


21PART II. OTHER INFORMATIONItem 1.
Legal Proceedings.


22Item 1A.
Risk Factors.


22Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.


22Item 3.
Defaults Upon Senior Securities.


22Item 5.
Other Information.


22Item 6.
Exhibits.


22Signature


24
  2





PART I. FINANCIAL INFORMATION




Item 1. Financial Statements.


NATIONAL ASSET RECOVERY CORP.
 BALANCE SHEET





March 31,

2011


December 31,

2010ASSETSCurrent Assets:Cash and Cash Equivalents

$
8,929


$
7,369Accounts Receivable


33,844



16,741Total Current Assets


42,773



24,110PROPERTY AND EQUIPMENT, net


3,415



8,749Other Assets:Intangible Assets-Net of Amortization


-



86,869Due from Advanced


-



67,800Deposits and Prepaid Expenses


11,419



16,085Total Other Assets


11,419



170,754TOTAL ASSETS

$
57,607


$
203,613LIABILITIES AND STOCKHOLDERS' EQUITYAccounts Payable

$
64,461


$
95,524Due to Related Party


203,326



14,191Total Current Liabilities


267,787



109,715COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' EQUITYCommon stock, $.001 par value; 200,000,000 shares authorized 83,715,000 and -0- shares issued and outstanding at December 31, 2010 andDecember 31, 2009 (respectively)


83,715



83,715Additional Paid in Capital


680,289



680,289Accumulated Deficit


(974,184
)


(670,106
)TOTAL STOCKHOLDERS' EQUITY


(210,180
)


93,898TOTAL LIABILITIES & STOCKHOLDERS EQUITY

$
57,607


$
203,613





See accompanying notes to the unaudited Condensed Consolidated Financial Statements


3


NATIONAL ASSET RECOVERY CORP.


STATEMENT OF OPERATIONS





Three Months

Ended

March 31, 2011


Three Months

Ended

March 31, 2010Revenue

$
66,572


$
-Cost of Sales


46,659



-Gross Profit


19,913



-ExpensesDepreciation


5,334



-Insurance


9,984



-Office


2,690



-Payroll and payroll taxes


80,062



-Professional fees


95,002



-Rent


37,904



-Travel and entertainment


9,224



-Utilities


9,062



-Other expenses


8,278



140,604Total Expenses


257,540



140,604Loss from Operations


(237,627
)


(140,604
)Other Income (Expense)Interest Expense






(15,860
)Impairment of Asset-Acquisition


(67,800
)


-Interest Income


1,350



-Total Other Income (Expense)


(66,450
)


-Loss Before Income Taxes


(304,077
)


(156,464
)Income Tax Benefit


-



-Net Loss


(304,077
)


(156,464
)Loss Per Share-Basic and Diluted

$
(0.00
)

$
(0.01
)Weighted Average Common Shares Outstanding -Basic and Diluted


86,735,360000



22,640,000


See accompanying notes to the unaudited Condensed Consolidated Financial Statements


4





NATIONAL ASSET RECOVERY CORPORATION
 STATEMENT OF CASH FLOWS


CASH FLOWS FROM OPERATING ACTIVITIES:

Three Months

Ended

March 31, 2011


Three Months Ended

March 31, 2010Net loss

$
(304,077
)

$
(156,464
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation expense


5,333



-Changes in operating assets and liabilities:Decrease (Increase) in assets:Accounts Receivable


(17,103
)


-Loan Receivable


67,800



-Intangible assets


86,869



-Prepaid Expenses and Deposits


4,666



10,000Increase (Decrease) in liabilities:Accounts payable and accrued expenses


(31,063
)


(4,637
)Due to related party


-



15,860Net Cash Used In Operating Activities


(187,575
)


(135,241
)Cash Flows from Investing ActivitiesFixed Assets Purchased


-



-Net Cash( Used In) Provided by Investing Activities


-



-Cash Flows from Financing ActivitiesPrivate Placement-Net of expenses


-



-Proceeds from notes payable-related party


189,135



50,000Net Cash Provided by(Used In) Financing Activities


189,135



50,000NET INCREASE IN CASH AND CASH EQUIVALENTS


1,560



(85,241
)CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


7,369



99,174CASH AND CASH EQUIVALENTS, END OF PERIOD

$
8,929


$
13,933SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:Interest paid during the period

$
-


$
-Income taxes paid during the period

$
-


$
-




See accompanying notes to the financial Statements
  5




NATIONAL ASSET RECOVERY CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010








NOTE 1  ORGANIZATION AND CAPITALIZATION





Organization





National Asset Recovery Corp. formerly known as Nasus Consulting, Inc,. is a Nevada corporation incorporated in February 2009 and the successor by merger to a Massachusetts corporation incorporated on August 1, 2000.  From its inception on August 1, 2000, until May 27, 2011, the Company provided professional information technology (“IT”) services, including software and hardware installation, data conversion, training, and software product modifications to businesses.





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.   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.  Between the Transaction Date and August 27, 2010, we were a development stage company and did not record any revenues.  During this period, we were involved in the development and design of a range of massively multiplayer online (“MMO”) virtual reality experiences for online internet entertainment, education, social and business interactive purposes.





On August 27, 2010, the Company changed its business model to be a repossession company of motor vehicles, luxury assets and heavy equipment. The Company's intended clients are proposed to be banks and lenders that have loaned money to consumers who purchased autos/trucks, airplanes, boats/yachts and construction equipment. The Company plans to enter the market in Florida and to expand nationwide with strategic mergers and alliances.





NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS OF PRESENTATION





The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of  the consolidated financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.





USE OF ESTIMATES





The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.




6





CASH AND CASH EQUIVALENTS





The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. At December 31, 2010 and March 31, 2011, the Company had cash equivalents in the amount of approximately $7,369, and $8,929, respectively, all in low risk investments.





IMPAIRMENT OF LONG-LIVED ASSETS





The Company accounts for the impairment of long-lived assets in accordance with ASC Topic 360, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of” (“ASC Topic 360”) requires write-downs to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.





If the long-lived assets are identified as being planned for disposal or sale, they would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. As of March 31, 2010 and 2011 there were no impairments of long-lived assets.





REVENUE RECOGNITION





The Company recognizes revenue in accordance with the Securities and Exchange Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB No. 104”). SAB 104 clarifies application of generally accepted accounting principles related to revenue transactions. The Company also follows the guidance in ASC Topic 980, Revenue Arrangements with Multiple Deliverables ("ASC Topic 980"), in arrangements with multiple deliverables.





The Company recognizes revenues when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured.





The Company receives revenue for recovering assets for secured lenders that desire to repose boats, cars, planes and heavy equipment. Milestone payments are recognized as revenue upon achievement of contract-specified events and when there are no remaining performance obligations.





In certain cases, the Company enters into agreements with customers that involve the delivery of more than one product or service. Revenue for such arrangements is allocated to the separate units of accounting using the relative fair value method in accordance with ASC Topic 980. The delivered item(s) is considered a separate unit of accounting if all of the following criteria are met: (1) the delivered item(s) has value to the customer on a standalone basis, (2) there is objective and reliable evidence of the fair value of the undelivered item(s) and (3) if the arrangement includes a general right of return, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the vendor. If all the conditions above are met and there is objective and reliable evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on their relative fair values.





There have been no returns through March 31, 2011. Therefore, a sales return allowance has not been established since management believes returns will be insignificant.




7





PROPERTY AND EQUIPMENT





Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon.  Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.




The range of estimated useful lives used to calculate depreciation for property and equipment are as follow:





Asset Category

Depreciation/Amortization PeriodFurniture and Fixture

5 YearsOffice equipment

5 YearsLeasehold improvements

2 Years





INCOME TAXES





Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.





Based on its evaluation, the Company concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements. The evaluation was performed for the tax quarter ended March 31 2011, the tax quarter ended March 31, 2011, the tax years which remain subject to examination by major tax jurisdictions as of March 31, 2011 are 2009-2010.





The Company may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s financial results. In the event the Company has received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as selling, general and administrative expense.





The Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740").  Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions.  The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.  The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At March 31, 2010 and 2011, the Company did not record any liabilities for uncertain tax positions.




8





CONCENTRATION OF CREDIT RISK





Financial   instruments   that   potentially   subject   the Company  to concentrations of credit risk consist principally of cash. The Company maintains cash balances  at one financial institution, which is insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insured institution insures up to $250,000 on account balances. The amounts that are not insured by FDIC limitations are held in short-term securities. As of March 31, 2010 and 2011, there were no uninsured balances. The Company has not experienced any losses in such accounts.





EARNINGS (LOSS) PER SHARE





Earnings (loss) per share is computed in accordance with ASC Topic 260, "Earnings per Share". Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period.





ACCOUNTING FOR STOCK-BASED COMPENSATION





The Company applies ASC Topic 718 “Share-Based Payments” (“ASC Topic 718”) to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award.  Compensation cost is recognized when the event occurs.  The Black-Scholes option-pricing model is used to estimate the fair value of options granted.





For the years ended March 31, 2010 and 2011, the Company did not have any stock option grants outstanding.





NON-EMPLOYEE STOCK BASED COMPENSATION





The cost of stock-based compensation awards issued to non-employees for services are recorded, in accordance with ASC Topic 505- 50 “Equity-Based Payments to Non-Employees,” at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines.





COMMON STOCK PURCHASE WARRANTS





The Company accounts for common stock purchase warrants in accordance ASC Topic 815 “Derivatives and Hedging”. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement).  The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).





RECLASSIFICATIONS





Certain prior periods' balances have been reclassified to conform to the current period's financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders' equity.




9





RECENT ACCOUNTING PRONOUNCEMENTS





Recently Adopted Accounting Pronouncements







In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures,” which amends the disclosure requirements related to recurring and nonrecurring fair value measurements.  The guidance requires disclosure of transfers of assets and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy, including the reasons and the timing of the transfers and information on purchases, sales, issuance, and settlements on a gross basis in the reconciliation of the assets and liabilities measured under Level 3 of the fair value measurement hierarchy. The guidance is effective for annual and interim reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual and interim periods beginning after December 15, 2010. The Company adopted these amendments in the first quarter of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.





In September 2009, the FASB issued ASU 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, which changes various aspects of accounting for and disclosures of interests in variable interest entities. ASU 2009-17 is effective for interim and annual periods beginning after November 15, 2009. The Company adopted these amendments in the first quarter of 2010 and the adoption did not have a material impact on the Company’s consolidated financial statements.





In September 2009, the Financial Accounting Standards Board ("FASB") issued authoritative guidance on accounting for transfers of financial assets.  This guidance was issued 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.  This guidance is effective for fiscal years and interim periods beginning after November 15, 2009.  The adoption of this statement did not have a material effect on the Company's consolidated financial statements.





Recently Issued Accounting Pronouncements Not Yet Adopted





In July 2010, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that will require additional disclosures about the credit quality of loans, lease receivables and other long-term receivables and the related allowance for credit losses. Certain additional disclosures in this new accounting guidance will be effective for the Company on March 31, 2010 with certain other additional disclosures that will be effective on March 31, 2011. The Company does not expect the adoption of this new accounting guidance to have a material impact on its consolidated financial statements.





In April 2010, the FASB issued ASU 2010-13, “Compensation — Stock Compensation (Topic 718) — Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and are not expected to have a significant impact on the Company’s consolidated financial statements.





In March 2010, the FASB issued ASU No. 2010-11, “Derivatives and Hedging (Topic 815) — Scope Exception Related to Embedded Credit Derivatives.”  ASU 2010-11 clarifies that the only form of an embedded credit derivative that is exempt from embedded derivative bifurcation requirements are those that relate to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The provisions of ASU 2010-11 will be effective on July 1, 2010 and are not expected to have a significant impact on the Company’s consolidated financial statements.




10





In October 2009, the FASB issued ASU No. 2009-14, “Software (Topic 985) — Certain Revenue Arrangements That Include Software Elements (A Consensus of the FASB Emerging Issues Task Force)”. ASU 2011-14 requires tangible products that contain software and non-software elements that work together to deliver the products essential functionality to be evaluated under the accounting standard regarding multiple deliverable arrangements. This standard update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. The Company does not expect that this standard update will have a significant impact on its consolidated financial statements.





In September 2009, the FASB issued certain amendments as codified in ASC Topic 605-25, “Revenue Recognition; Multiple-Element Arrangements.”  These amendments provide clarification on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated.  An entity is required to allocate revenue in an arrangement using estimated selling prices of deliverables in the absence of vendor-specific objective evidence or third-party evidence of selling price. These amendments also eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.  The amendments significantly expand the disclosure requirements for multiple-deliverable revenue arrangements.  These provisions are to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after September 15, 2010, with earlier application permitted.  The Company will adopt the provisions of these amendments in its fiscal year 2011 and is currently evaluating the impact of these amendments to its consolidated financial statements.





Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.





NOTE 3 INCOME TAXES





As of March 31, 2011 and December 31, 2010, the Company had Federal and state net operating losses of approximately $970,000 and $719,000, respectively, that are  subject  to limitations. The losses are available to offset future income. The net operating loss carry fowards will expire in various years through 2028 subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized.





The Company adopted ASC 740 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between Consolidated Financial Statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.





The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of net operating losses and tax credits in the event of an "ownership change", as defined by the Internal Revenue Code. Federal and state net operating losses are subject to limitations as a result of these restrictions. The Company experienced a substantial change in ownership exceeding 50%. As a result, the Company's ability to utilize its net operating losses against future income has been significantly reduced.


11
  The temporary differences that give rise to  deferred  tax  assets  and  liabilities are as follows:





March 31, 2011


December 31, 2010Deferred tax asset due net operating losses

$
300,000


$
242,000Less: Valuation allowance

$
(300,000
)

$
(242,000
)Net deferred tax asset

$
0


$
0





In assessing the amount of deferred tax asset to be recognized, management considers whether it is more likely than not that some of the losses will be used in the future.  Management expects that they will not have benefit in the future. Accordingly, a full valuation allowance has been established.





NOTE 4– FAIR VALUE OF FINANCIAL INSTRUMENTS





The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and/or approximate market interest rates of these instruments.  The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.





The Company adopted Statement of ASC Topic 820 Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy


for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.





The three-level hierarchy for fair value measurements is defined as follows:





·
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;





·
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable or the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active;





·
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement





12


Assets measured at fair value on a recurring basis are summarized below:




Fair value measurement at reporting date usingInputs

Description


March 31,

2011


Quoted Price in Active

Markets for Identical is(Level 1)


Significant Other

Observable

(Level 2)


Significant

Unobservable

(Level3)AssetsCash and Cash Equivalents:Bank Accounts


$
8,929


$
8,929



--



--Marketable Securities:Common Stock



0



0



--



--Preferred /FixedRate Cap SecuritiesTotal Assets


$
8,929


$
8,929



--



--





NOTE 5 – CAPITAL STOCK AND EQUITY AND BOARD OF DIRECTORS CHANGE





On August 27, 2010, the Company sold an aggregate of 3,020,367 shares of common stock to a total of 15 individuals for gross proceeds of $1,366,596. The Company sold these shares of common stock pursuant to the registration exemption afforded the Company under Regulation S promulgated under the


Securities Act of 1933, as amended (the "Securities Act"), due to the facts that all of the purchasers were non-US residents and the Company did not solicit individuals or advertise the offering of securities.





The shares for this transaction were not issued until March 31, 2011.





After expenses of the above private placement the Company netted $732,145 of proceeds.





On August 27, 2010, the Company issued an aggregate of 20,000,000 to William G. Forhan in consideration for services rendered to the Company. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that the issuance did not involve a public offering of securities and was made to one individual.





On August 27, 2010, the Company issued an aggregate of 20,000,000 to DewFish and Company, Inc. in consideration for services rendered to the Company. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that the shares were issued for services rendered, the issuance did not involve a public offering of securities and was made to one entity.





On August 27, 2010, the Company issued an aggregate of 20,000,000 to Ralph Oelbermann in consideration for consulting services rendered to the Company. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that the shares were issued for services rendered, the issuance did not involve a public offering of securities and was to one individual.





As a result of the Company issuing a total of 60,000,000 shares of common stock there was in effect, a change of control of the Company. The persons who acquired such control are William G. Forhan, DewFish and Company, Inc. and Ralph Oelbermann, each beneficially owning on August 27, 2010 approximately 23.35% of the Company's common stock and together, approximately 70.04%.




13





On August 27, 2010, we issued 50,000 shares each for an aggregate 100,000 shares to Robert Kuechenberg and Steven York for their services as Directors.  These shares were issued in reliance on the exemption provided under §4(2) of the Act.





In connection with the August 27, 2010 change of control Oleksandr Shalash, John Jenkins and Thomas Kellgren each resigned from the Board of Directors of the Company. John Jenkins also resigned as the Company's Chief Executive Officer and Chief Financial Officer, and Robert Ogden resigned as the Company's Treasurer and Secretary. There were no disagreements between the Company and any of the directors or officers who resigned.





Upon the aforementioned resignations, William G. Forhan, Robert Kuechenberg, Brad Shrader and Steven York were subsequently elected as the Company's directors by majority consent of the common stockholders. Board members Mr. Kuechenberg and Mr. York each received 50,000 upon being elected to the board of directors. The Board of Directors then appointed Mr. Forhan as the Company's Chief Executive Officer and Chief Financial Officer, and Mr. Brad Shrader as the Company's Chief Operating Officer.





Common Stock





The Company had 200,000,000 shares of $.001 par value common stock authorized as of March 31, 2010 and 2011. Total shares issued and outstanding were 86,735,360 as of March 31, 2011 and 22,640,000 as of March 31, 2010.





Options





As of March 31, 2010 and 2011, no options to purchase common stock of the Company were outstanding.





NOTE 6 – COMMITMENTS AND CONTINGENCIES





The Company’s executive and operations offices are located in Palm Beach Gardens, Florida.  The Company pays rent on a monthly basis of $10,859 per month.   The current lease arrangement expires on September 30, 2011.





On August 29, 2010, the Company entered into an employment agreement with William G. Forhan to serve as our Chief Executive Officer and Chief Financial Officer, the term of which was approximately three years ending on July 19, 2013 and subject to renewal or termination with or without cause.  Mr. Forhan received an annual base salary of Two Hundred Thousand Dollars ($200,000) per year during the term of his employment, payable in accordance with the Company’s semi-monthly payroll disbursement cycle.  Under this agreement, Mr. Forhan was also entitled to be paid a bonus of five percent (5%) of our annual EBITDA, in cash and a $500 monthly car allowance.  On December 21, 2010, Mr. Forhan voluntarily resigned from his positions as our Chief Executive and Financial Officer and his employment agreement was effectively terminated.  Following this event, Mr. Forhan served as our Chief Operating Officer until January 11, 2011, at which time he also voluntarily resigned from that position.  Mr. Forhan had previously been removed as a Director by a majority vote of our shareholders on December 16, 2010.




14





On August 29, 2010, the Company also entered into an employment agreement with Brad Shrader to serve as our Chief Operating Officer.  The term of this agreement was to expire on August 23, 2013, subject to renewal or termination with or without case.  Through this agreement, Mr. Shrader received an annual base salary of $135,000 plus a bonus equal to 1.5% of the Company’s EBITDA and a $500 per month car allowance.  Mr. Shrader also received 200,000 shares of the Company’s common stock and an option to purchase up to 50,000 shares of the Company’s common stock for a purchase price of $.20 per share until the third anniversary from the grant date of the option.





On December 16, 2010, Mr. Shrader was terminated as the Company’s Chief Operating Officer due to disagreements he had with other members of management.  In accordance with the terms of his employment agreement, its termination also constituted the resignation by Mr. Shrader from our Board of Directors.  Mr. Shrader’s shares and options to purchase additional shares as provided for by the employment agreement were also cancelled.  Mr. Shrader accepted the termination of his employment agreement but has claimed he is owed approximately $12,500 for accrued wages, unpaid expenses and severance.  The Board of Directors has evaluated these claims and disputes that Mr. Shrader is owed any additional amounts.





On December 16, 2010, the Company appointed William A. Glynn to serve as our Chief Executive Officer, Chief Financial Officer and Treasurer at an annual salary of $52,000.  Mr. Glynn also receives travel and other reasonable and necessary expenses he incurs.





The Company entered into various consulting agreements related to services to be rendered by the consultants.  The agreements are on a month to month basis.





NOTE 7 - PROPERTY AND EQUIPMENT





Property and Equipment consist of the following:




Property and Equipment:
EstimatedLife

March 31, 2010


March 31, 2011Computer and software
5 Years

$
18,749


$
0Total Property and Equipment



18,749



0Accumulated Depreciation



( 15,334
)


( 0
)Total Property and Equipment, Net


$
3,415



0





NOTE 8:  SUBSEQUENT EVENTS





The Company has evaluated all subsequent events through the filing date of this Form 10-Q for appropriate accounting and disclosures.





On October 19, 2010, National Asset Recovery Corp., a Nevada corporation (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Advanced Recovery Florida, a sole proprietorship, and Michael James Blackburn, the owner of Advanced Recovery Florida (the “Owner”).





Pursuant to the Agreement, the Company purchased 100% of the assets and certain liabilities of Advanced Recovery Florida in consideration of an aggregate of 625,000 full paid and non-assessable shares of Common Stock of the Company (the “Shares”), which represent approximately 0.7% of the issued and outstanding shares of Common Stock of the Company.





After the Agreement was entered into, a number of conditions were not satisfied or completed by the respective parties.  Although efforts were made by the Company and Blackburn to resolve these issues, it was ultimately agreed to that the Agreement, the Employment Agreement and the shares issued to Blackburn would be rescinded and cancelled.  As of the date of this Annual Report, a definitive agreement to cancel the Agreement, Employment Agreement and Blackburn’s shares has not yet been finalized.




15





Commencing in December 2010, the Company experienced significant changes to management. Mr. Shrader was terminated as our COO and also removed as a Director on December 16, 2010.  On December 16, 2010, a majority of the Company’s shareholders also caused Mr. Forhan to be removed from the Board of Directors and elected William A. Glynn and Bradley Wilson as new Directors.  Following these events, Mr. Forhan assumed the responsibilities of our COO and Mr. Glynn became the new Chief Executive Officer, Chief Financial Officer and Treasurer.  Mr. Wilson became Chairman of our Board of Directors and also was appointed to serve as our Secretary.





Due to the material changes in the composition of our executive management, both Mr. York and Mr. Kuechenberg voluntarily resigned from their positions on the Board of Directors on January 31, 2011 and February 21, 2011, respectively.  As of the date, the vacancies created from these departures have not been filled and Mr. Glynn and Mr. Wilson represent all current members of our Board of Directors.





As per the above note Note 5-Common Stock, the Company did not issue the shares relating to the private offering dated August 27, 2010 until March 31, 2011 due to the oversight of the Company’s former Chief Executive Officer. The shares have been issued and are outstanding as of March 31, 2011.





In order to meet the Company’s operating capital needs for the first quarter of 2011 the Company has borrowed funds from York &Kassing Services, Ltd., a related party. The notes are due one year from the time each advance was made and have a yearly interest rate of 5%. As of March 31, 2011, the total outstanding principal balance owed to York & Kassing Services,Ltd. is $189,135.  A detail of the related party notes payable as of the date of this Report as follows:





Note Holder

Principal Amount

Due DateYork & Kassing Services, Ltd.

$
31,690,59

January 4, 2012York & Kassing Services, Ltd.

$
40,150.66

February 7, 2012York & Kassing Services, Ltd.

$
89,124.38

March 28, 2012York & Kassing Services, Ltd.

$
28,169.37

April 22, 2012





NOTE 9 GOING CONCERN ISSUES





The Company had losses from continuing operations of $304,077 during the quarter ended March 31, 2011. At March 31, 2011, the Company had negative working capital of $225,014.   The Company had cash on hand of $8,929 at March 31, 2011, which is not sufficient to meet our current cash requirements for the next twelve months.





The Company expects to incur additional losses until sufficient sales of its products are achieved.  The Company’s total sales figure for the three months ended March 31, 2011 is $66,572, however the Company is still operating at a loss and substantial sales volumes have not yet been achieved.  The Company continues to need operating capital to continue operations. There can be no assurance that the Company's future revenues will ever be significant or that the Company's operations will ever be profitable.


16
  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, originally under the name Nasus Consulting, Inc.  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, 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 May 27, 2009.  All of our assets held as of the May 27, 2009, were then distributed to Mr. Desjourdy as compensation for the voluntary termination of his employment agreement.





Effective as of May 27, 2009, we ceased operating our IT services business, and as a result, no longer derived any revenues from this business.  From May 27, 2010 until August 27, 2010, our management was engaged in negotiating the potential purchase or an exclusive licensing arrangement of certain technology from Idea Fabrik SA (“Idea Fabrik”), a company domiciled in Luxembourg.  That technology was intended to serve as the foundation platform for the development of a range of Massively Multiplayer Online ("MMO"), virtual reality experiences for online internet entertainment, educational, social and business purposes.  We were also engaged in product design, market analysis, testing and evaluation of other related technologies.  During 2010, we had to reduce significantly the level of activity in all these areas due to capital constraints that was compounded by the fact that we were a development stage company and did not have any recorded revenues between May 27, 2009 and August 27, 2010.





As a result of these events, our management recommended that we discontinue the development of our MMO and any other technologies and on August 27, 2010 (the “Transaction Date”), our principal shareholder and Chairman, Oleksandr Shalash (“Mr. Shalash”), as well as all of our remaining officers and directors voluntarily resigned from their respective positions effective as of the Transaction Date.  On the Transaction Date, Mr. Shalash and Ivan Hrubi (“Mr. Hrubi”), our two (2) principal shareholders, granted options to approximately fifteen (15) investors to acquire all of the 16,000,000 shares they collectively owned.  In addition, Messrs. Shalash and Hrubi granted proxies to William G. Forhan to vote their shares.  All of our assets held as of the Transaction Date were transferred and delivered to Idea Fabrik in consideration for its agreement to cancel certain debts of the Company, which were evidenced by promissory notes held by Idea Fabrik.  Idea Fabrik also agreed to assume other debts of the Company that were owed to a former director.  On the Transaction Date, we received a signed general release for each debt that was either cancelled or assumed by Idea Fabrik.





Effective as of the Transaction Date, a new Board of Directors was elected by a majority of shareholders and was comprised of William G. Forhan, Robert Kuechenberg, Brad Shrader and Steven York.  The newly elected Board of Directors then appointed Mr. Forhan to serve as our Chief Executive Officer and Chief Financial Officer and appointed Mr. Shrader as our Chief Operating Officer (“COO”).  On the Transaction Date, we issued a total of 60,000,000 new shares from our treasury to Mr. Forhan (20,000,000 shares), Ralph Oelbermann (20,000,000 shares) and Dewfish and Company (20,000,000 shares) for services provided to us.  The issuance of these shares resulted in a change of our control and on the Transaction Date, these three (3) shareholders collectively owned approximately 70.04% of our outstanding shares.





Effective as of the Transaction Date, we changed our business  model to become a repossession company of motor vehicles, construction equipment, watercraft, airplanes and luxury assets.  On October 1, 2010, we also changed our name from Nasus Consulting, Inc. to National Asset Recovery Corp. to more accurately associate our corporate name with the type of business we are engaged in.  Our stock symbol was also changed from NSUS to REPO for this same reason.




17





We have established relationships with banks and other lending institutions to locate and repossess various types of collateral from individuals, companies and other parties who have defaulted on purchase or lease obligations.  Through marketing and advertising efforts, we intend to increase our client base and perform asset repossession services throughout the United States.  In addition, we intend to expand our operations through strategic partnerships with other repossession companies and acquisitions in hopes of establishing a national brand.





On October 19, 2010, we acquired all of the assets and assumed certain liabilities of Advanced Recovery of Florida, a sole proprietorship, from Michael James Blackburn through an Asset Purchase Agreement for 625,000 shares of our common stock and other consideration.





Commencing in December 2010, we experienced significant changes to our management.  Mr. Shrader was terminated as our COO and also removed as a Director on December 16, 2010, due to disagreements he had with other members of management.  On December 16, 2010, a majority of our shareholders also caused Mr. Forhan to be removed from the Board of Directors and elected William A. Glynn and Bradley Wilson as new Directors.  Following these events, Mr. Forhan assumed the responsibilities of our COO and Mr. Glynn became our new Chief Executive Officer, Chief Financial Officer and Treasurer.  Mr. Wilson became Chairman of our Board of Directors and was also appointed to serve as our Secretary.





Due to the material changes in the composition of our executive management, both Mr. York and Mr. Kuechenberg voluntarily resigned from their positions on the Board of Directors on January 31, 2011 and February 21, 2011, respectively.  As of the date of this Annual Report, the vacancies created from these departures have not yet been filled and Mr. Glynn and Mr. Wilson represent all current members of our Board of Directors.





RESULTS OF OPERATIONS – FOR THE THREE MONTHS ENDED MARCH 31, 2011 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2010





Revenue: For the three months ended March 31, 2011, our total revenues were $66,572 as compared to -0- for the three months period ended March 31, 2010.  The increase in total revenues was a result of the change in our business model on August 27, 2010, to a repossession company of motor vehicles, construction equipment, watercrafts, airplanes and other luxury assets.  Between August 27, 2010 and May 27, 2009, we were a development company and generated no revenues.





Cost of Sales:  For the three months ended March 31, 2011, our costs of sales was $46,659 resulting in a gross profit of $19,913 as compared to costs of sales of -0- for the three months ended March 31, 2010.  The increase in cost of sales in 2011 was due to the decision to change our business model on August 27, 2010, to a repossession company as referenced above.  Before August 27, 2010 and through May 27, 2009, we were a development company and generated no revenues.





Operating Expenses:  For the three month period ended March 31, 2011 and March 31, 2010, our total operating expenses were $257,540 and $140,604, respectively.  This $116,936 increase was due primarily to increases in salaries, wages and professional fees due to the employment of additional personnel, increased costs resulting from our being a public company and increases in other general and administrative expenses primarily as a result of the decision to change our business model to a repossession company on August 27, 2010.





Net losses:  Net losses for the three months ended March 31, 2011 were $(304,077) as compared to net losses of $(140,604) for the three months ended March 31, 2010.  The increase in net losses of $(156,464) was a result of increased operating expenses incurred by the Company to implement its repossession business.




18





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, 2010, 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 working capital deficiency, stockholder’s deficiency and our significant operating losses since the Transaction Date.   Our consolidated 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, 2011, we had $8,929 in cash and, since August 27, 2011, have funded our operations with capital raised through a private offering of our equity securities, which after the deduction of offering related expenses, netted us $732,145 and revenues we generated from operations that commenced in November 2010 of approximately $105,333. The capital required to execute our total business vision and objectives is significant and the revenues we currently produce from operations are not sufficient to satisfy our operating expenses or establish adequate working capital reserves to provide for future contingencies.  Since January 1, 2011, we have depended and shall continue to depend on related party loans to satisfy our working capital needs and operating expenses.  We have recently streamlined our staff to improve efficiencies in the way orders are processed and taken other steps to reduce overhead expense.  At this time, however, there is no assurance that we will be successful in generating sufficient revenues from operations or raising additional capital that is required to execute our business objectives.





RELATED PARTY NOTE PAYABLE AGREEMENTS





On January 4, 2011, we executed an unsecured note payable in the principal amount of $31,690.59 with York & Kassing Services, Ltd., a related party.  The note bears interest at the rate of five percent (5%) per annum and all principal and accrued interest are due on January 4, 2012.





On February 7, 2011, we executed an unsecured note payable in the principal amount of $40,150.66 with York & Kassing Services, Ltd., a related party.  The note bears interest at the rate of five percent (5%) per annum and all principal and accrued interest are due on February 7, 2012.





On March 28, 2011, we executed an unsecured note payable in the principal amount of $89,124.38 with York & Kassing Services, Ltd., a related party.  The note bears interest at the rate of five percent (5%) per annum and all principal and accrued interest are due on March 28, 2012.





On April 22, 2011, we executed an unsecured note payable in the principal amount of $28,169.37 with York & Kassing Services, Ltd., a related party.  The note bears interest at the rate of five percent (5%) per annum and all principal and accrued interest are due on April 22, 2012.




19





CASH AND CASH FLOWS





Our cash and cash equivalents at March 31, 2011, were $8,929 as compared to $7,369 at December 31, 2010.  For the three months ended March 31, 2011, net cash used in operations was $(187,575) as compared to net cash used in operations of $(135,241) for the three months ended March 31, 2010.  For the three months ended March 31, 2011, the primary use of cash from operations was the loss from operations of $(237,627), the impairment of acquired assets $(67,800) and other income expense $(66,450).  .  For this same period, the primary sources of cash from operations were derived from revenues generated through our repossession business in the amount of $66,572 and interest income in the amount of $1,350.  For the three months ended March 31, 2010, the primary use of cash from operations was the net loss of $(140,604).  For this same period, , there were no sources of cash from operations   since between May 27, 2009 and August 27, 2010, we were a development stage company and had no revenues.





On September 1, 2010, we purchased 400,000 common shares at a cost of $100,000 from Casino Players, Inc. (“CPI”), a publicly traded company that William G. Forhan, our former Chief Executive and Financial Officer, was and continues to be affiliated with.  The common shares currently have no value and we cannot predict whether the common shares will ever have any value.  As a result, we elected to fully impair the value of the CPI shares as of December 31, 2010.  We had no cash flows from investing activities for the three months ended March 31, 2011 or 2010.  For the three months ended March 31, 2010, net cash provided by financing activities was $160,965.63 and was comprised of cash proceeds from notes payable to a related party, York & Kassing Services, Ltd.   For the three months ended March 31, 2010, net cash provided by financing activities was $50,000 and was comprised of notes payable to Idea Fabrik S.A., a Luxemburg based company.  On August 27, 2010, all of the notes payable to Idea Fabrik were cancelled and forgiven in consideration for the transfer and assignment of all of the assets that we held on that date.





CONTRACTUAL OBLIGATIONS





Our current obligations are notes payable to a related party that bear interest at five percent (5%) per annum.  The due dates for the notes are listed below:





Note Holder

Principal Amount

Due DateYork & Kassing Services, Ltd.

$
31,690.59

January 4, 2012York & Kassing Services, Ltd.

$
40,150.66

February 7, 2012York & Kassing Services, Ltd.

$
89,124.38

March 28, 2012York & Kassing Services, Ltd.

$
28,169.37

April 22, 2012





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 period ended December 31, 2010.  Currently, our business is in the early stages of operations, and the number of accounting transactions has been minimal, and involved primarily the recording of operating expenses we incurred and revenues we have derived.




20




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.




a) Evaluation of Disclosure Controls and Procedures




Our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), as of the last day of the fiscal period covered by this report, March 31, 2011. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.




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.




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, 2011. Based on this evaluation, our Certifying Officer concluded that our disclosure controls and procedures were effective as of this date.




b) Changes in Internal Control over Financial Reporting




There was no change in our internal control over financial reporting during the quarter ended March 31, 2011, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




21




PART II - OTHER INFORMATION.




ITEM 1. LEGAL PROCEEDINGS.




None.




ITEM 1A. RISK FACTORS.




As a smaller reporting company, we are not required to provide the information under this item.




ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.




On August 27, 2010, the Company sold an aggregate of 3,020,367 shares of common stock to a total of 15 individuals for gross proceeds of $1,663,557.75. The Company sold these shares of common stock pursuant to the registration exemption afforded the Company under Regulation S promulgated under the Securities Act of 1933, as amended (the "Securities Act"), due to the facts that all of the purchasers were non-US residents and the Company did not solicit individuals or advertise the offering of securities.  The shares of common stock sold in this transaction were not issued until March 31, 2011.




On August 27, 2010, the Company issued an aggregate of 20,000,000 to William G. Forhan in consideration for services rendered to the Company. The shares were issued pursuant to the registration exemption afforded the Company under




Section 4(2) of the Securities Act due to the fact that William G. Forhan is the Chief Executive Officer and Director of the Company.




On August 27, 2010, the Company issued an aggregate of 20,000,000 to DewFish and Company, Inc. in consideration for services rendered to the Company. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that the shares were issued for services rendered and the issuance did not involve a public offering of securities.




On August 27, 2010, the Company issued an aggregate of 20,000,000 to Ralph Oelbermann in consideration for consulting services rendered to the Company. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that the shares were issued for services rendered, the issuance did not involve a public offering of securities and was to one individual.




ITEM 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:


22


EXHIBIT # DESCRIPTION





3.1
Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed on April 8, 2009)





3.1(i)
Amended Articles of Incorporation to increase capitalization of Company to 200,000,000 shares of common stock effective March 10, 2009 (incorporated by reference to Exhibit 99-2A to the Registrant’s Form 8-K as filed on March 12, 2009)





3.1(ii)
Amended Articles of Incorporation to change the Company’s name from Nasus Consulting, Inc. to National Asset Recovery Corporation effective October 1, 2010 (incorporated by reference to Exhibit A to the Registrant’s Definitive Information Statement filed pursuant to Section 14(c) of the Securities Exchange Act of 1934 on September 13, 2010)





3.2
By-Laws, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed on April 8, 2009)





3.3
Agreement of Merger dated as of March 5, 2009 between the Company and Nasus Consulting, Inc., a Massachusetts corporation, including the Certificate of Merger and other state filings (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed on April 8, 2009)





10.1(ii)
Employment Agreement between the Registrant and William G. Forhan to serve as the Chief Executive and Financial Officer (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K/A as filed on September 1, 2010)





10.1(iii)
Employment Agreement between the Registrant and Brad Shrader to serve as the Chief Operating Officer (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K/A as filed on September 1, 2010)





10.1(iv)
Asset Purchase Agreement dated October 19, 2010, between the Registrant, Advanced Recovery Florida and Michael James Blackburn, the owner of Advanced Recovery Florida (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on October 25, 2010)





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.


23
  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.




NATIONAL ASSET RECOVERY CORP.Dated:  May 20, 2011
By:
/s/ William A. GlynnWilliam A. GlynnChief Executive and Chief Financial Officer

(Principal Executive and Financial Officer)




24