UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5 (d)(2))
[ ] Definitive Information Statement
NASUS CONSULTING, INC.
(Exact Name of Registrant As Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No:
(3) Filing Party:
(4) Date Filed:
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NASUS CONSULTING, INC.
9000 Burma Road, Suite 103
Palm Beach Gardens, FL 33403
Phone: 561-932-1422
NOTICE OF STOCKHOLDER ACTION TAKEN BY WRITTEN CONSENT
To our Stockholders:
NOTICE IS HEREBY GIVEN that the Board of Directors (the "Board") of Nasus
Consulting, Inc., a Nevada corporation (hereinafter the "Company," "we," "us"
or "our"), has approved, and the holders of a majority of the outstanding
shares of our common stock, par value $0.001 per share (the "Common Stock"),
have executed an Action by Written Consent of Stockholders in Lieu of a
Special Meeting, approving an amendment to our Articles of Incorporation, as
amended (our "Articles of Incorporation"), to change our name from "Nasus
Consulting, Inc." to "National Asset Recovery Corp."
The accompanying information statement (the "Information Statement"), which
describes the proposed name change in more detail, and provides our
stockholders with other important information, is being furnished to our
stockholders for informational purposes only, pursuant to Section 14(c) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder. Pursuant to Nevada Revised
Statutes, our Articles of Incorporation and our bylaws, stockholder action may
be taken by written consent without a meeting of stockholders. The written
consent of a majority of the outstanding shares of our Common Stock is
sufficient to approve the proposed name change. The name change amendment will
become effective on the date the Company files an amendment to its Articles of
Incorporation with the Nevada Secretary of State, which we anticipate to be on
or around September 30, 2010. In accordance with the federal securities laws,
the proposed name change cannot be effected until at least twenty (20)
calendar days following the mailing of this Information Statement. We will
first mail this Information on or about September 10, 2010 to stockholders of
record as of August 28, 2010.
Your consent regarding the proposed name change is not required and is not
being solicited in connection with this corporate action. The accompanying
Information Statement will serve as notice pursuant to the Nevada Revised
Statutes and the Exchange Act of the approval by less than the unanimous
written consent of the stockholders of the Company with respect to the
proposed name change.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. THE ACCOMPANYING MATERIAL IS BEING SENT TO YOU FOR
INFORMATION PURPOSES ONLY.
By Order of the Board of Directors
William G. Forhan
Chief Executive Officer and
Chief Financial Officer
August 31, 2010
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NASUS CONSULTING, INC.
9000 Burma Road, Suite 103
Palm Beach Gardens, FL 33403
Phone: 561-932-1422
INFORMATION STATEMENT PURSUANT TO SCHEDULE 14C
THE ACCOMPANYING MATERIAL IS BEING SENT TO YOU FOR INFORMATION PURPOSES
ONLY. NO VOTE OR OTHER ACTION OF OUR STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
THE APPROXIMATE DATE OF MAILING OF THIS INFORMATION STATEMENT IS
AUGUST 31, 2010.
Nasus Consulting, Inc., a Nevada corporation (hereinafter the "Company," "we,"
"us" or "our"), is sending you this Information Statement solely for the
purpose of informing you, as one of our stockholders, in the manner required
under Regulation 14C promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that our Board of Directors (our "Board") has
previously approved, and the holders of a majority of the outstanding shares
of our common stock, par value $0.001 per share (the "Common Stock"), have
previously executed an Action by Written Consent of Stockholders in Lieu of a
Special Meeting approving, an amendment to our Articles of Incorporation, as
amended (our "Articles of Incorporation"), to change our name from "Nasus
Consulting, Inc." to "National Asset Recovery Corp." No vote or other action
is requested or required on your part.
BRIEF QUESTIONS AND ANSWERS REGARDING THE PROPOSED NAME CHANGE
Q1: What actions were taken by the Action by Written Consent of the
Stockholders in lieu of a Special Meeting?
A1: Pursuant to the Action by Written Consent of the Stockholders in lieu of
a Special Meeting, our stockholders holding at least a majority of the issued
and outstanding shares of our Common Stock approved an amendment to our
Articles of Incorporation to change our name from "Nasus Consulting, Inc." to
"National Asset Recovery Corp." (the "Name Change Amendment"). Additional
information regarding the Name Change Amendment is set forth below in the
section entitled "Approval of Name Change Amendment."
Q2: How many shares of Common Stock were voted in favor of the Name Change
Amendment?
A2: The approval of the Name Change Amendment by the written consent of our
stockholders requires the consent of the holders of at least a majority of our
outstanding shares of Common Stock as of August 28, 2010 (the "Record Date").
As of the Record Date, 85,660,367 shares of our Common Stock were issued and
outstanding. Each share of our Common Stock is entitled to one vote. The
holders of 60,000,000 shares of our Common Stock, representing approximately
70.04% of the shares entitled to vote on the Record Date, executed the Action
by Written Consent of the Stockholders in Lieu of a Special Meeting.
Consequently, no additional votes are required to approve the Name Change
Amendment.
Q3: Why is the Company amending its Articles of Incorporation through a
stockholder written consent in lieu of holding a stockholder meeting?
A3: Under the Nevada Revised Statutes, our Articles of Incorporation and our
bylaws, stockholder actions may be taken by written consent without a meeting
of stockholders. The written consent of the holders of a majority of our
outstanding Common Stock is sufficient to approve and adopt the Name Change
Amendment. The Company is not required to solicit the vote of any additional
stockholders to affect the Name Change Amendment. However, the Company is
obligated by the Nevada Revised Statutes and the federal securities laws to
provide this Information Statement to you in connection with the Name Change
Amendment.
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Q4: Has the Board approved the Name Change Amendment?
A4: Yes. The Board approved the Name Change Amendment on August 29, 2010.
Q5: When will the Name Change Amendment be effective?
A5: The Name Change Amendment will become effective on the date it is filed
with the Nevada Secretary of State, which we anticipate to be on or around
September 30, 2010. In accordance with the federal securities laws, the
proposed name change cannot be effected until at least twenty (20) calendar
days following the mailing of this Information Statement.
Q6: Am I entitled to dissenter's rights in connection with the name change?
A6: No. The Nevada Revised Statutes does not provide for dissenter's rights
with respect to the Name Change Amendment.
APPROVAL OF NAME CHANGE AMENDMENT
Name Change Amendment
Our Board and a majority of the holders of our Common Stock have approved an
amendment to our Articles of Incorporation to change our name from "Nasus
Consulting, Inc." to "National Asset Recovery Corp." The name change is being
effected because our Board believes that the new name will better reflect the
Company's new business model. A copy of the proposed form of Certificate of
Amendment of the Articles of Incorporation is attached to this Information
Statement as Exhibit A.
As previously reported on a Form 8-K filed on August 30, 2010, on August 27,
2010, the following transactions were effected resulting in a change of
control transaction:
* The Company issued an aggregate of 3,020,367 shares of common stock to a
total of 15 individuals for gross proceeds of $1,663,557.75. The 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 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.
* 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.
* 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 as stated above, 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
approximately 23.35% of the Company's common stock and together, approximately
70.04%.
On August 27, 2010, the Board of Directors appointed William G. Forhan as a
director of the Company. Oleksandr Shalash, John Jenkins and Thomas Kellgren
then resigned from the Board of Directors of the Company, effective
immediately. John Jenkins also resigned as the Company's Chief Executive
Officer and Chief Financial Officer with immediate effect, and Robert Ogden
resigned as the Company's Treasurer and Secretary with immediate effect. There
were no disagreements between the Company and any of the directors or officers
who resigned.
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On August 27, 2010, William G. Forhan was then appointed as the Company's
Chairman, Chief Executive Officer and Chief Financial Officer. As a result in
the change of control transaction described herein, the Company has changed
its business model and purpose, and is now in the business of repossession of
motor vehicles, luxury assets and heavy equipment. Our 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. We
plan to enter the market in Florida and to expand nationwide with strategic
mergers and alliances.
A copy of the proposed form of Certificate of Amendment of the Articles of
Incorporation is attached to this Information Statement as Exhibit A.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, 85,660,367 shares of our Common Stock were outstanding.
The following table sets forth certain information at the Record Date with
respect to the beneficial ownership of shares of common stock by (i) each
person known to us who owns beneficially more than 5% of the outstanding
shares of common stock (based upon reports which have been filed and other
information known to us), (ii) each of our Directors, (iii) each of our
Executive Officers and (iv) all of our Executive Officers and Directors as a
group. Unless otherwise indicated, each stockholder has sole voting and
investment power with respect to the shares shown.
<table>
<s> <c> <c>
Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Common of Class (1)
Stock
William G. Forhan
1501 S Ocean Blvd. # 326
Pompano Beach, FL 33062 20,000,000 23.35%
DewFish and Company, Inc.
58 Tall Oaks Circle
Tequesta, FL 33469 20,000,000 (2) 23.35%
Ralph Oelbermann
19 Windward Isle
Palm Beach Gardens, FL 33418 20,000,000 23.35%
Directors and Officers
as a group (1person) 20,000,000 23.35%
</table>
(1) The calculation of the percentage owned is based on 85,660,367 shares of
common stock issued and outstanding.
(2) Mr. Richard David Dewey has sole voting and dispositive control over
DewFish and Company, Inc.
INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
None of the persons who have served as our officers or directors since the
beginning of our last fiscal year, or any associates of such persons, have any
substantial interest, direct or indirect, in the Name Change Amendment, other
than the interests held by such persons through their respective beneficial
ownership of the shares of our capital stock set forth above in the section
entitled "Security Ownership of Certain Beneficial Owners and Management."
None of our directors opposed the Name Change Amendment.
EXPENSE OF INFORMATION STATEMENT
The expenses of mailing this Information Statement will be borne by us,
including expenses in connection with the preparation and mailing of this
Information Statement and all related materials. It is contemplated that
brokerage houses, custodians, nominees, and fiduciaries will be requested to
forward this Information Statement to the beneficial owners of our Common
Stock held of record by such person and that we will reimburse them for their
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reasonable expenses incurred in connection therewith. Additional copies of
this Information Statement may be obtained at no charge by writing us at Nasus
Consulting, Inc. CEO William G. Forhan, 9000 Burma Road, Suite 103, Palm Beach
Gardens, FL 33403.
MISCELLANEOUS
Only one Information Statement is being delivered to multiple stockholders
sharing an address unless we have received contrary instructions from one or
more of the stockholders sharing such address. We undertake to deliver
promptly upon request a separate copy of this Information Statement to any
stockholder at a shared address to which a single copy of this Information
Statement was delivered and provide instructions as to how the stockholder can
notify us that the stockholder wishes to receive a separate copy of this
Information Statement or other communications to the stockholder in the
future. In the event a stockholder desires to provide us with such a request,
it may be given verbally by telephoning our offices at 561-932-1422 or by mail
to our address at Nasus Consulting, Inc., CEO William G. Forhan; 9000 Burma
Road, Suite 103, Palm Beach Gardens, FL 33403, USA. In addition, stockholders
sharing an address can request delivery of a single copy of annual reports or
proxy statements if you are receiving multiple copies upon written or oral
request to the Chief Executive Officer at the address and telephone number
stated above.
We file annual, quarterly and current reports, proxy statements, and
registration statements with the SEC. These filings are available to the
public over the Internet at the SEC's website at http://www.sec.gov. You may
also read and copy any document we file with the SEC without charge at the
public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100
F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference facilities.
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EXHIBIT A
Name Change Amendment
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 AND 78.390)
Important: Read attached instructions before completing form.
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
Nasus Consulting, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
Article 1 of the Articles of Incorporation of the corporation is hereby
amended to change the name of the corporation from Nasus Consulting, Inc. to
National Asset Recovery Corp.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as maybe required in the case of a vote
by classes or series, or as maybe required by the provisions of the articles
of incorporation have voted in favor of the amendment is: 70.04%
4. Effective date of filing (optional): Effective immediately upon filing
5. Officer Signature (required): /s/ William G. Forhan, Chief Executive
Officer and Chief Financial Officer
*If any proposed amendment would alter or change any preference of any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment
required regardless of limitations or restrictions on the voting power
thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
See attached fee schedule.
Nevada Secretary of State AM 78.385 Amend 2003
Revised on 11/03/03
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