UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 1, 2010
NASUS CONSULTING, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-150135
(Commission File Number)
04-3526451
(IRS Employer Identification No.)
9000 Burma Road, Suite 103
Palm Beach Gardens, FL 33403
(Address of principal executive offices and Zip Code)
(561) 932-1422
(Registrant's telephone number, including area code)
Copies to:
The Sourlis Law Firm
Virginia K. Sourlis, Esq.
214 Broad Street
Red Bank, New Jersey 07701
(732) 530-9007
www.SourlisLaw.com
258 Southhall Lane
Suite 420
Maitland, Florida 32751
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e -4(c))
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EXPLANATORY NOTE
This report amends the Current Report on Form 8-K filed on August 30, 2010 by
amending and restating the disclosures contained in Items 3.02, 5.01, 5.02,
8.01, and by adding Item 2.01 as set forth below, in addition to amending the
address and contact information of our principle executive offices as set
forth on the facing page to this Current Report.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
In connection with the August 27, 2010 change of control as described in full
detail in Item 5.01, all of the Company's assets were transferred to Idea
Fabrik SA, a business entity domiciled in Luxembourg ("Idea Fabrik"). In
consideration for the asset transfer, Idea Fabrik agreed to cancel certain
debts of the Company which were evidenced by promissory notes held by Idea
Fabrik. Idea Fabrik further agreed to assume certain debts of the Company
evidenced by promissory notes held by Mr. Thomas Kellgren, a former director
of the Company. The Company obtained a signed general release for each debt
that was cancelled or transferred.
Item 3.02 Unregistered Sales of Equity Securities.
On August 27, 2010, 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.
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.
Item 5.01 Changes in Control of Company.
As a result of the Company issuing a total of 60,000,000 shares of common
stock as reported in Item 3.02 above which is incorporated by reference
herein, 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%.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the August 27, 2010 change of control as described in Item
5.01, 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. 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.
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William G. Forhan, age 65, has been serving as the Chief Executive Officer and
Chairman of Ballroom Dance Fitness, Inc. since January 2, 2009. Since July 19,
2005, William has also been serving as the Chief Executive Officer of Casino
Players, Inc. (a reporting company). From July 2008 to July 2009, Mr. Forhan
provided consulting services to Next Interactive, Inc., an OTCBB company
(OTCBB: NXOI) specializing in travel services. From July 2002 until June 2008,
Mr. Forhan served as the Chief Executive Officer and Co-Chairman of Invicta
Group, Inc. (OTCBB: IVIT), an Internet Media company that sells advertising
online to travel suppliers (hotels, tourist boards, tour operators and Cruise
Lines).
Brad Shrader, age 42, serves as our Chief Operating Officer and Director. Brad
has been a repossession agent and owned a repossession company for over 20
years, and maintains banking and lender relationships. He sold his
Repossession business and has been a Repossession industry consultant for
three years. His goal is to help build the Registrant with a motivated staff
that will excel in customer service and offer nationwide service to lenders.
Robert Kuechenberg, age 62, serves as a director of our Company. Mr.
Kuechenberg is best known for being a former NFL football player in Miami,
Florida. He played for the Miami Dolphins for 16 years as offensive guard and
was an All Pro seven times and played college football and graduated from
Notre Dame. Mr. Kuechenberg has been involved in several entrepreneur ventures
in a variety of businesses since retiring from professional football. Since
2002, he has been the owner of a construction consulting company located in
Ft. Lauderdale, Florida. Mr. Kuechenberg has been a motivational speaker and
radio talk show host and guest.
Steven York, age 60, serves as a director of our Company. Steven is a
successful entrepreneur and owner of an employee leasing company totalling
over $40M annual revenues; focus is engineering staffing in 6 countries and 40
states. Steven has over 30 years experience in operating and building his
company, a privately owned company.
Officer Compensation
William G. Forhan
On July 19, 2010, Mr. Forhan and the Company entered into an employment
agreement where Mr. Forhan shall serve as the Company's Chief Executive
Officer and Chief Financial Officer (agreement attached hereto as Exhibit
10.1), the term of which shall be approximately three years ending on July 19,
2013 and subject to renewal or termination with or without cause. Mr. Forhan
shall receive an annual base salary of Two Hundred Thousand dollars ($200,000)
per year during the term of Employee's employment, payable in accordance with
the Company's semi-monthly payroll disbursement cycle. Mr. Forhan's base
compensation shall be reviewed each year during the term of his employment,
provided that the Company's performance criteria are achieved as set forth by
the Company each year. Mr. Forhan will be paid a bonus of 5% of annual EBITDA,
in cash and will be entitled to a $500/month car allowance.
Brad Shrader
On August 23, 2010, the Company entered into an employment agreement with Brad
Shrader pursuant to which Mr. Shrader shall serve as the Company's Chief
Operating Officer (agreement attached hereto as Exhibit 10.2). The term of the
Agreement expires August 23, 2013 subject to renewal or termination with or
without cause. Pursuant to the Agreement, Mr. Shrader is to receive an annual
base salary of $135,000 plus a bonus equal to 1.5% of the Company's EBITDA and
a $500/month car allowance. Mr. Shrader is also to receive 50,000 shares of
the Company's common stock and a stock option to purchase up to 50,000 shares
of the Company's common stock for a purchase a purchase price of $0.20 per
share until the third anniversary of the date of grant. During the term of
the agreement, Mr. Shrader shall not start employment with, offer consulting
services to, or otherwise become involved in, advise or participate on behalf
of any other company, entity or individual in the field of the Company and
shall not solicit employees of the Company to leave the Company or solicit or
induce any third party now or at any time during the term of the agreement who
is providing services to the Company, through license, contract, partnership,
or otherwise to terminate or reduce their relationships with the Company.
There is no "Change of Control" provision in Mr. Shrader's employment
agreement.
Item 8.01 Other Events
1) On August 27, 2010, Mr. Oleksandr Shalash and Mr. Ivan Hrubi granted
options to certain purchasers to acquire up to 16,000,000 shares of the
Company's issued and outstanding common stock for total cash consideration of
$235,500. At the time of issuance, Mr. Shalash served as a director of the
Company.
2) As of August 27, 2010 and as a result in the change of control
transaction described in Item 5.01, the Company has changed its business model
and purpose, and is now in the business of repossession related to
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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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Employment Agreement between the Company and William G. Forhan dated
July 19, 2010
10.2 Employment Agreement between the Company and Brad Shrader dated August
23, 2010
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 hereunto duly authorized.
NASUS CONSULTING, INC.
By: /s/ William G. Forhan
Name: William G. Forhan
Title: Chief Executive Officer and Director
Date: September 1, 2010
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