Washington, D.C. 20549
Neil I. Jacobs, Esq.
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
This information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP NO.
94762T107
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Page
2 of 8
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1.
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NAME
OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON (entities only)
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ARJ
Consulting, LLC EIN: 27-3612189
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (See Instructions)
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WC
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5.
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NY
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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925,925,925
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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925,925,925
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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925,925,925
beneficially owned by ARJ
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
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13.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
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38.1%
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14.
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TYPE OF REPORTING PERSON
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OO
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SCHEDULE 13D
CUSIP NO.
94762T107
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Page
3 of 8
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1.
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NAME
OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
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Andrew
C. Garnock
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (See Instructions)
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PF
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5.
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NY
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
PERSON WITH
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7.
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SOLE VOTING POWER
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23,000,000
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8.
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SHARED VOTING POWER
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949,071,993
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9.
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SOLE DISPOSITIVE POWER
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23,000,000
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10.
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SHARED DISPOSITIVE POWER
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949,071,993
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,000,000
by Andrew C. Garnock, 146,068 by his wife Rochelle Rabenou – Garnock, 925,925,925 by ARJ Consulting
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒
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13.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
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0.01%,
0.001%, 38.1%
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP NO.
94762T107
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Page
4 of 8
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Item
1.
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Security
and Issuer
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This
Schedule 13D relates to the Common Stock, $.001 par value per Share (the “Common Stock”) of Verus International, Inc.,
a Delaware corporation (the “Issuer”). The Issuer has announced plans to change the par value of the Common Stock
as set forth in greater detail under Item 3 below. The address of the principal executive offices of the Issuer is 9841 Washingtonian
Blvd., Suite 390, Gaithersburg, MD 20878.
Item
2.
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Identity
and Background
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(a)
– (c). This statement is filed by a New York limited liability company, ARJ Consulting, LLC (“ARJ”) whose principal
office is at 1188 Willis Avenue, #821, Albertson, NY 11507 and by Andrew C. Garnock, an individual with a business address at
1188 Willis Avenue, #821, Albertson, NY 11507 (“Garnock”), who is the sole member and sole manager of ARJ. By virtue
of such status, Garnock is deemed to beneficially own all of ARJ’s shares of Common Stock. Additionally, Garnock owns 23,000,000
shares of Common Stock in his individual capacity, and his wife, Rochelle Rabenou - Garnock, owns 146,068 shares of Common Stock
in her individual capacity. Both ARJ and Garnock are in the business of managing their own investments.
(d)
– (f). Neither ARJ nor any principal thereof, has, during the past five years, been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
3.
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Source
and Amount of Funds or Other Consideration
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The
source of funds used for the purchase of the Issuer’s Common Stock in the within-described Transaction was the corporate
funds of ARJ. The aggregate funds used by ARJ to make the purchase were approximately $1,250,000. Garnock used personal funds
to acquire the 23,000,000 shares of Issuer Common Stock owned by him individually, and his wife used her personal funds to acquire
the 146,068 shares of Issuer Common Stock owned by her.
Item
4.
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Purpose
of Transaction
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ARJ
has acquired the Issuer’s Common Stock in the within-described transaction (“Transaction”)for investment purposes,
and such purchase has been made in ARJ’s ordinary course of business. The purchase in the Transaction was made in a private
transaction away from the market, the shares os Issuer Common Stock owned by Garnock and his wife individually were made in open-market
transcations. The Transaction was made pursuant to a Securities Purchase Agreement (“SPA”), dated February 8, 2019,
a Convertible Promissory Note (“Note”) of even date, a Warrant (“Warrant”) of even date and a Registration
Rights Agreement (“RRA”) of even date, all by and between the same parties. ARJ is not acting as part of a “group”
as defined under Rule 13d-5(b). The SPA contains no arrangements granting ARJ any rights of representation on or election to Issuer’s
board of directors.
CUSIP NO.
94762T107
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Page
5 of 8
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The
Note is in the original principal amount of $1,250,000.00, and bears interest at the rate of 8% per annum, payable on the six
(6) month anniversary thereof and at maturity (November 8, 2019). The principal balance of the Note is convertible into Common
Stock at a variable rate which is ten percent (10%) less than the lowest daily price of Common Stock for the 30 days immediately
preceding conversion. The Note is convertible at any time after the “Recapitalization”, as defined in Item 5 herein,
but is subject to being exercised in minimum amounts of 25% of its then-current principal balance. The conversion of the Note
may be subject to a cap of 9.9% of the Issuer’s total outstanding Common Stock, which cap is invocable by the holder in
its discretion. Similarly, conversion may not be effectuated if Holder has, in the preceding 30 days, sold more than ten percent
(10%) of the total 30 day trading volume of the Common Stock. The shares issuable upon conversion of the Note are subject to anti-dilution
protection. As of the date of issuance, and assuming the “Recapitalization”, as defined in Item 5 herein, takes place,
the Note would have been convertible into 925,925,925 shares of Common Stock at issuance.
The
Warrant is exercisable to purchase an aggregate of up to 925,925,925 shares of Common Stock for a period of three (3) years. The
exercisability of the Warrant and its exercise price is tied in to conversion of the Note; i.e, to the extent the Note is converted,
in whole or in part, an equal number of shares of Common Stock become purchasable under the Warrant and at the same exercise price
as the conversion price of the Note. The Warrant is subject to cashless exercise if the Issuer is in default of certain of its
obligations under the RRA. The RRA provides for the Issuer to file, obtain effectiveness for and maintain effective one (1) or
more registration statements.
The
foregoing descriptions of the SPA, Note, Warrant and RRA are qualified in their entirety by reference to the full text of such
documents which are attached as Exhibits 99.1 through 99.4 hereto and are incorporated herein by this reference.
Neither
ARJ nor Garnock does, at present, seek control of the Issuer and ARJ has acquired the Common Stock for investment purposes. In
pursuing such investment purposes, ARJ may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock
at times, and in such manner, as it deems advisable to benefit from changes in market prices of the Common Stock, changes in the
Issuer’s operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives,
ARJ routinely monitors the Issuer’s operations, prospects, business development, management, competitive and strategic matters,
capital structure, and prevailing market conditions, as well as alternative investment opportunities, its liquidity requirements
and other investment considerations. Consistent with its investment research methods and evaluation criteria, ARJ may discuss
such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions
may materially affect, and result in, ARJ’s modifying its ownership of the Common Stock, exchanging information with the
Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance
or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.
CUSIP NO.
94762T107
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Page
6 of 8
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ARJ
and Garnock each reserves the right to formulate other plans and/or make other proposals, and take such actions with respect
to its investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D, or acquire additional Common Stock or dispose of all or part of the Common Stock beneficially owned by them, in
the public market or privately negotiated transactions. ARJ and Garnock may, at any time reconsider and change its plans or
proposals relating to the foregoing.
Item 5.
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Interest in Common Stock of the Issuer
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(a)
and (b). At present, the Issuer’s authorized common stock consists of 1,500,000,000 shares of common stock, par value of
$.001 per share, and certain preferred shares. The Issuer has filed a Definitive Information Circular with the Commission, dated
January 31, 2019, indicating that it has received shareholder assent to amend its certificate of incorporation to increase the
number of authorized shares of Common Stock from 1,500,000,000 to 7,500,000,000 and to change its par value from $.001 to $.000001
per share. Except as otherwise specifically stated herein, all references herein to ARJ’s ownership of Issuer common stock
assume the filing of such Amendment, which has not taken place yet (the “Recapitalization”). Absent such amendment,
the Note is not convertible, the Warrant is not exercisable, and ARJ’s entire position in Issuer Common Stock is zero and
Garnock’s entire position in Issuer Common Stock is 24,146,068 shares of Common Stock of which Garnock owns 24,000,000 of
such shares and his wife, Rochelle Rabenou - Garnock, owns 146,068 shares of Issuer Common Stock. The within calculations of percentages
of Issuer Common Stock owned are based on the assumption of an aggregate of 2,425,925,925 shares of Common Stock being. That number
is the sum of the total current number of shares of Issuer Common Stock outstanding, (1,500,000,000) plus the 925,925,925 shares
tahtw ould be owned by ARJ assumnming both conversion in full of the Note and the Recapitalization taking place. Garnock shares
voting control over ARJ’s shares with ARJ. He retains sole dispositive and voting power over the 24,000,000 shares of Common
Stock owned by him, and his wife retains sole voting and dispositive power over the 146,068 shares of Common Stock owned by her.
Assuming
the Recapitalization becomes effective, the Reporting Persons would collectively beneficially own effective as of the date hereof
950,071,993 shares of Common Stock, consisting of 925,925,925 shares underlying the Note, 24,000,000 shares held by Garnock and
146,068 shares held by Rochelle Rabenou-Garnock. Based on 2,425,925,925 shares outstanding (see immediately preceding paragraph),
such beneficial ownership would constitute 38.1% of the shares of Common Stock outstanding. The Warrant would not be exercisable
since exercise of the Warrant is subject to a cap of 9.9% of the Issuer’s total outstanding Common Stock.
CUSIP NO.
94762T107
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Page
7 of 8
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(c)
In the 60 days prior to this filing, neither ARJ nor Garnock has acquired any Issuer Common Stock in the open market.
(d)
and (e) Not applicable.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Common Stock of the Issuer
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Neither
ARJ nor Garnock has any understandings, arrangements, relationships or contracts relating to the Issuer’s Common Stock which
have not been described above.
Item
7.
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Material
to Be Filed as Exhibits
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Exh.
99.1
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Securities Purchase Agreement, dated February 8, 2019, by and between ARJ Consulting LLC and Verus International Inc.
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Exh.
99.2
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Convertible Promissory Note, dated February 8, 2019, made by Verus International Inc. and payable to ARJ Consulting LLC.
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Exh.
99.3
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Warrant, dated February 8, 2019, made by Verus International Inc. in favor of ARJ Consulting LLC.
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Exh.
99.4
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Registration Rights Agreement, dated February 8, 2019, by and between Verus International Inc. and ARJ Consulting LLC.
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CUSIP NO.
94762T107
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Page
8 of 8
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SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
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ARJ CONSULTING,
LLC
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Dated:
February 19, 2019
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By:
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/s/
Andrew C. Garnock
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Andrew
C. Garnock, Manager
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Dated:
February 19, 2019
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/s/
Andrew C. Garnock
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Andrew
C. Garnock
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