Quarterly Report (10-q)

Date : 07/17/2018 @ 6:24PM
Source : Edgar (US Regulatory)
Stock : Sirrus Corp. (PC) (SRUP)
Quote : 0.000108  0.0 (0.00%) @ 1:00AM

Quarterly Report (10-q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

(Mark One)

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

 

 

 

For the quarterly period ended   May 31, 2018    

 

 

or

 

 

¨

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   

 

 

 

For the transition period from__________ to__________ 

  

Commission File Number:  000-55958

 

SIRRUS CORP.  

(Exact name of registrant as specified in its charter) 

 

Nevada

 

81-4158931  

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

 

 

11340 Lakefi eld Drive, Suite 200, Johns Creek GA

 

30097  

(Address of principal executive offices)

 

(Zip Code)

 

(888) 263-7622  

(Registrant’s telephone number, including area code) 

 

N/A  

(Former name, former address and former fiscal year, if changed since last report) 

 

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. x   YES    ¨   NO 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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).   x  YES     ¨ NO 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ¨  YES    x  NO 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The Company had 730,533,560 common shares issued and outstanding as of July 12, 2018.

 

 

 
 
 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 

3

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

3

 

Item 2.

Management's Discussion and Analysis of Financial Condition or Plan of Operation

 

 

14

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

21

 

Item 4.

Controls and Procedures

 

 

21

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

23

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

23

 

Item 1A.

Risk Factors

 

 

23

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

23

 

Item 3.

Defaults Upon Senior Securities

 

 

23

 

Item 4.

Mine Safety Disclosures

 

 

23

 

Item 5.

Other Information

 

 

23

 

Item 6.

Exhibits

 

 

24

 

 

 

 

 

 

SIGNATURES

 

 

25

 

 

 
2
 
Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SIRRUS CORP.

Consolidated Balance Sheets

(Unaudited)

 

 

 

May 31,

2018

 

 

August 31,

2017

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 16,005

 

 

$ 1,684

 

Accounts receivable – related party

 

 

52,287

 

 

 

-

 

Total Current Assets

 

 

68,292

 

 

 

1,684

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 68,292

 

 

$ 1,684

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

411,753

 

 

$ 237,728

 

Accrued interest

 

 

18,629

 

 

 

4,823

 

Due to related parties

 

 

344,714

 

 

 

181,750

 

Short-term notes payable

 

 

83,500

 

 

 

86,910

 

Convertible notes payable, net of unamortized debt discount of $174,495 and $22,223, respectively

 

 

128,755

 

 

 

4,027

 

Derivative liabilities

 

 

893,311

 

 

 

58,614

 

Total Current Liabilities

 

 

1,880,662

 

 

 

573,852

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Series A Preferred Stock, par value $0.00001 per share, 100,000 shares designated, 100,000 and 0 shares issued and outstanding, respectively

 

 

1

 

 

 

-

 

Series B Convertible Preferred Stock, par value $0.00001 per share, 10,000,000 shares designated, 2,000,000 and 0 shares issued and outstanding, respectively

 

 

20

 

 

 

-

 

Common stock, par value $0.00001 per share, 8,000,000,000 shares authorized, 730,533,560 and 1,430,533,560 shares issued and outstanding, respectively

 

 

7,305

 

 

 

14,305

 

Additional paid-in capital

 

 

67,283

 

 

 

60,304

 

Accumulated deficit

 

 

(1,886,979

)

 

 

(646,777 )

Total stockholders' deficit

 

 

(1,812,370

)

 

 

(572,168 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$ 68,292

 

 

$ 1,684

 

 

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

 

 
3
 
Table of Contents

 

SIRRUS CORP.

Consolidated Statements of Operations

(Unaudited)

 

 

 

For the Three Months

Ended

 

 

For the Nine Months

Ended

 

 

 

May31,

 

 

May 31,

 

 

May 31,

 

 

May 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$ -

 

 

$ -

 

 

$ 5,000

 

 

$ -

 

Sales – related party

 

 

52,287

 

 

 

-

 

 

 

52,287

 

 

 

-

 

TOTAL SALES

 

 

52,287

 

 

 

-

 

 

 

57,287

 

 

 

-

 

COST OF SALES

 

 

22,283

 

 

 

-

 

 

 

22,283

 

 

 

-

 

GROSS PROFIT

 

 

30,004

 

 

 

-

 

 

 

35,004

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

9,951

 

 

 

5,679

 

 

 

32,149

 

 

 

15,406

 

Management fees

 

 

93,750

 

 

 

139,000

 

 

 

247,250

 

 

 

139,000

 

Professional fees

 

 

79,889

 

 

 

35,771

 

 

 

282,575

 

 

 

153,675

 

Total operating expenses

 

 

183,590

 

 

 

180,450

 

 

 

561,974

 

 

 

308,081

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(153,586 )

 

 

(180,450 )

 

 

(526,970 )

 

 

(308,081 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(76,876 )

 

 

(1,573 )

 

 

(128,535 )

 

 

(2,847 )

Fair value of derivative liability in excess of debt

 

 

(169,095 )

 

 

-

 

 

 

(625,279 )

 

 

-

 

Change in fair value of derivative liability

 

 

(139,500 )

 

 

-

 

 

 

40,582

 

 

 

-

 

Total other income (expenses)

 

 

(385,471 )

 

 

(1,573 )

 

 

(713,232 )

 

 

(2,847 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (539,057 )

 

$ (182,023 )

 

$ (1,240,202 )

 

$ (310,928 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per Common Share - Basic and Diluted

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

Weighted Average Common Shares Outstanding - Basic and Diluted

 

 

730,533,560

 

 

 

1,430,533,560

 

 

 

979,251,509

 

 

 

1,430,533,560

 

  

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

 

 
4
 
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SIRRUS CORP.

Consolidated Statements of Cash Flows

(Unaudited)

  

 

 

For the Nine Months Ended

 

 

 

May 31,

 

 

May 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ (1,240,202 )

 

$ (310,928 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

114,728

 

 

 

-

 

Change in fair value of derivative liabilities

 

 

(40,582 )

 

 

-

 

Fair value of derivative liabilities in excess of debt

 

 

625,279

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable – related party

 

 

(52,287 )

 

 

-

 

Accounts payable and accrued liabilities

 

 

174,025

 

 

 

111,845

 

Accrued interest

 

 

13,806

 

 

 

2,847

 

Due to related parties

 

 

162,964

 

 

 

127,250

 

Net cash used in operating activities

 

 

(242,269 )

 

 

(68,986 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from issuance of short-term notes payable

 

 

13,140

 

 

 

84,410

 

Proceeds from issuance of convertible notes payable

 

 

260,000

 

 

 

-

 

Repayments of short-term notes payable

 

 

(16,550 )

 

 

-

 

Net cash provided by financing activities

 

 

256,590

 

 

 

84,410

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

14,321

 

 

 

15,424

 

Cash and cash equivalents - beginning of period

 

 

1,684

 

 

 

139

 

Cash and cash equivalents - end of period

 

$ 16,005

 

 

$ 15,563

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-cash financing transactions

 

 

 

 

 

 

 

 

Common stock exchanged for preferred stock

 

$ 7,000

 

 

$ -

 

Debt forgiven by previous related party

 

$ -

 

 

$ 17,319

 

Derivative from conversion feature of convertible notes

 

$ 250,000

 

 

$ -

 

Original issue discount and deferred financing costs on convertible notes

 

$ 17,000

 

 

$ -

 

  

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

 

 
5
 
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SIRRUS CORP.

Notes to the Consolidated Financial Statements

May 31, 2018

(Unaudited)

 

NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

 

Sirrus Corp. (the “Company”) was formed on May 7, 2014 in Nevada. The Company was originally engaged in the business of designing, marketing and distributing electronic cigarettes (“e-cigarette”) in East Africa.

 

As of October 14, 2016, a change of control of the Company occurred, the Company now focuses on cyber security.

 

The Company has incurred a net loss of $1,240,202 during the nine months ended May 31, 2018 and has an accumulated deficit of $1,886,979 as of May 31, 2018. Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors.

 

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

 

Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending August 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2017 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended August 31, 2017 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on December 15, 2017.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sirrus Security, Inc. a Georgia corporation. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States 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 financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of derivative liability and valuation allowance for deferred tax assets.

 

 
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Table of Contents

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products and services only when all of the following criteria have been met:

 

 

i)

Persuasive evidence for an agreement exists;

 

ii)

Service has been provided;

 

iii)

The fee is fixed or determinable; and,

 

iv)

Collection is reasonably assured.

 

The Company’s sales are derived from cyber security service and sale of computer equipment. Revenue is fully recognized when the above criteria are met. The revenue is recognized on a net basis.

 

During the nine months ended May 31, 2018, the Company recognized cyber security service revenue of $5,000 to an unaffiliated party and sales of computer equipment of $52,287 to a related corporation which holds 41% of the Company issued and outstanding common shares for total revenue of $57,287.

 

Accounts Receivable

 

Accounts receivable are stated at historical carrying amounts, net of write-offs and allowance for doubtful accounts. The management estimate that all of the amount ultimately will be collected. Receivables consist of revenue from sales of computer equipment that have been made, but cash has not yet been received. As of May 31, 2018 and August 31, 2017, amounts of $52,287 and $0 were recorded as accounts receivable from a related corporation.

 

Income (Loss) Per Share

 

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. For the three and nine months ended May 31, 2018 and 2017, the Company’s potentially dilutive shares, which include outstanding preferred stock and convertible notes have not been included in the computation of diluted loss per common share as the inclusion would have been anti-dilutive.

 

Fair Value of Financial Instruments

 

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The Company’s financial instruments consist primarily of cash, accounts payable and accrued expenses, loans payable, convertible notes and derivative liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

 

The Black-Scholes option valuation model was used to estimate the fair value of the conversion feature of convertible promissory notes issued. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical stock price of the Company. There were no transfers into or out of “Level 3” during the nine months ended May 31, 2018 and year ended August 31, 2017.

 

 
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The following table summarizes fair value measurements by level at May 31, 2018 and August 31, 2017 measured at fair value on a recurring basis:

 

May 31, 2018

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$ -

 

 

$ -

 

 

$ 893,311

 

 

$ 893,311

 

 

August 31, 2017

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$ -

 

 

$ -

 

 

$ 58,614

 

 

$ 58,614

 

 

Embedded Conversion Features

 

The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in income (loss). If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature.

 

Derivative Financial Instruments

 

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible debentures, stock purchase warrants and stock options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

 

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss). For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 

Subsequent Events

 

The Company has evaluated all transactions from May 31, 2018 to the date that these financials were issued for disclosure consideration.

 

Recently Issued Accounting Pronouncements

 

In May 2014, the FASB issued guidance that requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. It also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple-element arrangements. The guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. In July 2015, the FASB delayed the effective date of this guidance by one year. The guidance is now effective for public companies for annual periods beginning after December 15, 2017, as well as interim periods within those annual periods using either the full retrospective approach or modified retrospective approach. The Company is currently evaluating the impacts of the new guidance on its financial statements.

 

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The Company is currently evaluating this guidance and the impact it will have on its financial statements.

 

 
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In November 2016, the Financial Accounting Standards Board (FASB) clarified the presentation and disclosure requirements of restricted cash. The amended standard requires entities to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling beginning-of-period and end-of-period total cash. The amendments apply to all entities with restricted cash or restricted cash equivalents and are required to present a statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating this guidance and the impact it will have on its financial statements.

 

NOTE 3 - RELATED PARTY TRANSACTIONS

 

During the nine months ended May 31, 2018 and 2017, the Company incurred management consulting expenses with two related parties for $216,000 and $139,000, respectively. As of May 31, 2018, the amount owed to these related parties was $344,714. The Company incurs the expenses on a month-by-month basis dependent on services required as needed. Amounts paid to the parties during the nine months ended May 31, 2018 and 2017 were $53,036 and $0, respectively. The consulting expenses were related to contract services of the Chief Technical Officer and Chief Executive Officer. No other compensation was paid to officers of the Company.

 

NOTE 4 - PROMISSORY NOTES

 

As of May 31, 2018 and August 31, 2017, promissory notes consisted of the following:

 

 

 

May 31,

 

 

August 31,

 

 

 

2018

 

 

2017

 

Promissory Notes - originated in October 2016

 

$ 25,000

 

 

$ 25,000

 

Promissory Notes - originated in November 2016

 

 

3,000

 

 

 

3,000

 

Promissory Notes - originated in December 2016

 

 

-

 

 

 

3,810

 

Promissory Notes - originated in January 2017

 

 

50,000

 

 

 

50,000

 

Promissory Notes - originated in May 2017

 

 

-

 

 

 

100

 

Promissory Notes - originated in June 2017

 

 

500

 

 

 

5,000

 

Promissory Notes - originated in September 2017

 

 

2,000

 

 

 

-

 

Promissory Notes - originated in October 2017

 

 

3,000

 

 

 

-

 

Total notes payable

 

$ 83,500

 

 

$ 86,910

 

 

On October 14, 2016, the Company entered into a promissory note agreement for $25,000. The promissory note bears interest at 8%, and matured one year after issuance. As of May 31, 2018, an amount of $3,255 of interest was accrued. The note is unsecured, and currently in default.

 

On November 7, 2016, the Company entered into a promissory note agreement for $3,000. The promissory note bears interest at 8%, and matured one year after issuance. As of May 31, 2018, an amount of $375 of interest was accrued. The note is unsecured, and currently in default.

 

On December 9, 2016, the Company entered into a promissory note agreement for $3,810. The promissory note was non-interest bearing and matured in June 2017. On November 22, 2017, the loan was fully repaid.

 

On January 18, 2017, the Company entered into a promissory note agreement for $50,000. The promissory note bears interest at 8%, and matures one year after issuance. As of May 31, 2018, an amount of $5,458 of interest was accrued. The note is unsecured, and currently in default.

 

 
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On May 31, 2017, the Company entered into a promissory note agreement for $1,100. The promissory note is non-interest bearing and matured in June 2017. In August 2017, a $1,000 loan repayment was made. On November 22, 2017, the loan was fully repaid.

 

On June 8, 2017, the Company entered into a promissory note agreement for $5,000. The promissory note is non-interest bearing and matured in July 2017. In December 2017, a $4,500 loan repayment was made. The note is currently in default.

 

On September 12, 2017, the Company entered into a promissory note agreement for $2,000. The promissory note bears interest at 7%, and matures in October 2017. As of May 31, 2018, an amount of $100 of interest was accrued. The note is currently in default.

 

On October 17, 2017, the Company entered into a promissory note agreement for $3,000. The promissory note bears interest at 7%, and matures in November 2017. As of May 31, 2018, an amount of $130 of interest was accrued. The note is currently in default.

 

On November 8, 2017, the Company entered into a promissory note agreement for $3,300. The promissory note is non-interest bearing with a maturity in December 2017. On November 22, 2017, the loan was fully repaid.

 

On November 17, 2017, the Company entered into a promissory note agreement for $4,840. The promissory note is non-interest bearing with a maturity in December 2017. On November 22, 2017, the loan was fully repaid.

 

NOTE 5 – CONVERTIBLE NOTES PAYABLE

 

Convertible notes payable consisted of the following at May 31, 2018 and August 31, 2017:

 

 

 

May 31

 

 

August 31

 

 

 

2018

 

 

2017

 

Convertible Note - July 2017

 

$ 26,250

 

 

$ 26,250

 

Convertible Note - November 2017

 

 

68,000

 

 

 

-

 

Convertible Note - December 2017

 

 

27,000

 

 

 

-

 

Convertible Note - January 2018

 

 

54,000

 

 

 

-

 

Convertible Note - February 2018

 

 

27,000

 

 

 

-

 

Convertible Note - March 2018

 

 

52,000

 

 

 

-

 

Convertible Note - April 2018

 

 

27,000

 

 

 

-

 

Convertible Note - May 2018

 

 

22,000

 

 

 

-

 

 

 

 

303,250

 

 

 

26,250

 

Less debt discount and debt issuance cost

 

 

(174,495 )

 

 

(22,223 )

Total convertible notes payable, net

 

$ 128,755

 

 

$ 4,027

 

 

The Company recognized amortization expense related to the debt discount and deferred financing fees of $114,728 and $0 for the nine months ended May 31, 2018 and February 28, 2017, respectively, which is included in interest expense in the statements of operations. During nine months ended May 31, 2018, the Company recorded $8,909 interest expense on convertible notes.

 

10% Convertible Note – July 2017

 

On July 6, 2017, the Company issued a 10% Convertible Note in the principal amount of $26,250 for cash proceeds of $25,000 with $1,250 of financing costs. The 10% Convertible Note bears interest at the rate of 10% per annum and matures July 6, 2018. The holder is entitled to convert any portion of the outstanding and unpaid principal and accrued interest into fully paid and non-assessable shares of common stock, upon the issuance date of the note. The conversion price is 50% of the lowest trading price of the common stock for the 20 trading days immediately prior to the applicable conversion date.

 

 
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8% Convertible Note – November 2017

 

On November 20, 2017, the Company entered into a Securities Purchase Agreement with Adar Bays, a Florida limited liability company, (“Adar”) providing for the purchase of seven convertible notes in the aggregate principal amount of $230,000, with the first note being in the amount of $68,000 and the remaining six notes being in the amount of $27,000 each as back-end notes. Each note bears interest at the rate of 8% per annum and matures on November 20, 2018. The first note of $68,000 was received by the Company on November 20, 2017, with cash received of $65,000, and $3,000 recorded as financing costs. During the nine months ended May 31, 2018, proceeds of $145,000 related to the remaining back-end notes have been received, and $12,000 recorded as financing costs. As of May 31, 2018, principal amount of $5,000 of the remaining back-end notes is still available to drawn.

 

The first note matured on November 20, 2018 with each additional note maturing one month thereafter until June 20, 2018, unless the Company does not meet the “current public information” requirement pursuant to Rule 144, in which case the notes may be called.

 

The above mentioned notes, at any time after 180 days, can be converted at the option of the holder all at a rate of 50% of the lowest closing bid price of the common stock as reported on the OTCQB, which the Company’s shares are traded, or any exchange upon which the common stock may be traded in the future, for the lower of (i) 20 prior trading days immediately preceding the issuance date of the Note or (ii) the 20 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

 

8% Convertible Note – March 2018

 

On March 26, 2018, the Company entered into a Securities Purchase Agreement with Adar providing for the purchase of three convertible notes in the aggregate principal amount of $126,000, with the first note being in the amount of $42,000 and the remaining two notes being in the amount of $42,000 each as back-end notes. Each note bears interest at the rate of 8% per annum and matures on March 26, 2019. Proceeds from the first $42,000 note was received by the Company, with $2,000 recorded as financing costs. As of May 31, 2018, principal amount of $84,000 of the remaining notes has yet been received.

 

The notes matures on March 26, 2019, unless the Company does not meet the “current public information” requirement pursuant to Rule 144, in which case all notes issued pursuant to the agreement may be called.

 

The above mentioned notes, at any time after 180 days, can be converted all at the option of the holder at a rate of 50% of the lowest closing bid price of the common stock as reported on the OTCMarkets, which the Company’s shares are traded, or any exchange upon which the common stock may be traded in the future, for the lower of (i) 20 prior trading days immediately preceding the issuance date of the Note or (ii) the 20 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

 

8% Convertible Note – March 2018

 

On March 13, 2018, the Company issued an 8% Convertible Note in the principal amount of $10,000 for cash proceeds of $10,000. The 8% Convertible Note bears interest at the rate of 8% per annum and matures March 13, 2019. The holder is entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common stock, upon the issuance date of the note. The conversion price has yet been settled and will be negotiated between the Company and the note holder in good faith pursuant to the note agreement. Accounting for the conversion feature of this note will be evaluated when the conversion price is determined.

 

NOTE 6.   DERIVATIVE LIABILITIES

 

The embedded conversion options of the Company’s convertible debentures described in Note 5 contain conversion features that are accounted for as derivative liabilities. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.

 

 
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The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on OTCMarkets), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

 

 

Nine Months
Ended
May 31, 2018

 

Nine Months
Ended
May 31, 2017

 

Expected term

 

0.10 – 1.00 years

 

-

 

Expected average volatility

 

218% - 492%

 

-

 

Expected dividend yield

 

-

 

-

 

Risk-free interest rate

 

1.62% - 2.23%

 

-

 

The following table summarizes the derivative liabilities included in the balance sheet at May 31, 2018 and August 31, 2017:

 

Fair Value Measurements Using Significant Observable Inputs (Level 3)

 

Balance - August 31, 2016

 

$ -

 

Addition of new derivative liabilities upon issuance of convertible notes as debt discounts

 

 

25,000

 

Fair value of derivative liability in excess of debt

 

 

31,266

 

Loss on change in fair value of the derivative liabilities

 

 

2,348

 

Balance - August 31, 2017

 

$ 58,614

 

Addition of new derivative liabilities upon issuance of convertible notes as debt discounts

 

 

250,000

 

Fair value of derivative liability in excess of debt

 

 

625,279

 

Gain on change in fair value of the derivative liabilities

 

 

(40,582 )

Balance - May 31, 2018

 

$ 893,311

 

 

NOTE 7 – CAPITAL STOCK

 

Preferred Stock

 

The Company is authorized to issue an aggregate of 100,000,000 shares of preferred stock with a par value of $0.00001 per share.

 

On December 7, 2017, the Board of Directors of the Company designated a Series A Non-Convertible Preferred Stock and authorized 100,000 shares constituting such series of preferred shares. On December 7, 2017, the Board of Directors of the Company designated a Series B Convertible Preferred Stock and authorized 10,000,000 shares constituting such series of preferred shares.

 

Series A Non-Convertible Preferred Stock is not entitled to receive any dividends, is not redeemable, has a liquidation value of $1 per share and as long as at least on share of Series A Non-Convertible Preferred Stock is outstanding, Series A Non-Convertible Preferred Stock represents an aggregate of 80% of all votes entitled to be voted at any annual or special meeting of the Company’s shareholders or action by written consent of the Company’s shareholders.

 

Each share of Series B Convertible Preferred Stock is convertible to 100 common shares of the Company and is entitled to 100 votes. The Company may redeem Series B Preferred Stock for $0.10 per share.

 

 
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On December 7, 2017, the Company entered into a Share Exchange Agreement with Linux Labs Technologies, Inc. (“Linux”) which held 1,000,000,000 shares of the Company Common Stock. Pursuant to the Exchange Agreement, Linux exchanged 500,000,000 shares of common stock of the Company for 100,000 shares of Series A Non-Convertible Preferred Stock and exchanged 200,000,000 shares of common stock of the Company for 2,000,000 shares of Series B Convertible Preferred Stock of the Company. The purpose of the transaction was for strategic purposes and to improve the capital structure of the Company.

 

As at May 31, 2018 and August 31, 2017, the Company had 100,000 and 0 shares of Series A Non-Convertible Preferred Stock issued and outstanding, respectively.

 

As at May 31, 2018 and August 31, 2017, the Company had 2,000,000 and 0 shares of Series B Convertible Preferred Stock issued and outstanding, respectively.

 

Common Stock

 

On November 22, 2017, the Company executed a written consent to approve the increase of the Company’s total authorized common shares from 200,000,000 shares to 8,000,000,000 shares with par value of $0.00001 per share and the execution of a forward split at the rate of forty shares for every one share then issued and outstanding. The outstanding shares have been restated retroactively to reflect the forward split for all periods presented.

 

As discussed above, on December 7, 2017, Linux exchanged a total of 700,000,000 shares of common for shares preferred stock.

 

As at May 31, 2018 and August 31, 2017, the Company had 730,533,560 and 1,430,533,560 shares of common stock issued and outstanding, respectively.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

 

FORWARD-LOOKING STATEMENTS

 

The information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

 

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

 

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

 

Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of the our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

 

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Quarterly Report.

 

US Dollars are denoted herein by “USD”, “$” and “dollars”.

 

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us” and “our” mean Sirrus Corp., and our wholly-owned subsidiary, Sirrus Security, Inc. a Georgian corporation, unless otherwise indicated.

 

Overview

 

We were incorporated under the laws of the State of Nevada on May 7, 2014. Our original business plan was to seek to engage in the designing, marketing and distribution of electronic cigarettes (“e-cigarette”) in East Africa.

 

On October 14, 2016, our company, Ahmed Guled (the “Selling Stockholder”) and Linux Labs Technologies, Inc., a Georgia corporation entered into a Stock Purchase Agreement, dated October 14, 2016. Ms. Sparrow Marcioni and Mr. Steven James share voting and dispositive control over Linux Labs on a 50/50 basis.

 

Pursuant to the Purchase Agreement, Linux Labs purchased 1 billion shares of common stock of our company held by the Selling Stockholder, representing approximately 69.90% of the issued and outstanding shares of our common stock at the time.

 

 
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Pursuant to a Debt Purchase Agreement, dated October 18, 2016, among our company, Selling Stockholder and Linux Labs, Linux Labs purchased indebtedness owed to the Selling Stockholder by our company.

 

Upon the consummation of the Stock Purchase Agreement and the transactions contemplated thereby, there was a change in control of our company.

 

As of October 14, 2016, a change of control of our company occurred, new management was appointed and on October 18, 2016, we established a new wholly owned subsidiary, Sirrus Security Inc., a Georgia corporation. With the change of control and the formation of a wholly-owned subsidiary, our company changed its focus to cyber security.

 

On April 26, 2017, Sirrus Security, Inc. (“Sirrus Security”), a Georgia corporation and wholly-owned subsidiary of our company, entered into an Independent Contractor Agreement with American Academy Holdings LLC, a North Carolina limited liability company d/b/a Healthicity (“Healthicity”), pursuant to which Healthicity engaged Sirrus Security to perform the following services to Healthicity and its clients, including, but not limited to the following:

 

 

1.

Penetration Testing : Network Discovery, exploration, vulnerability Assessment & Reporting.

 

2.

Risk Analysis : Technical Assessment and configuration review and Security Testing and Evaluation

 

After the in-depth penetration and risk analysis, Sirrus Security will provide key findings to Healthicity, including a high level overview, an inventory of identified systems, ports, software versions, and vulnerabilities that may pose a risk, and a detailed report containing serious vulnerabilities with impacts, descriptions, and recommendations.

 

Healthicity may terminate the agreement at any time without cause effective upon five (5) working days’ prior written notice to Sirrus Security. In addition, Healthicity may terminate the agreement effective immediately if Sirrus Security is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of Healthicity, is guilty of serious misconduct in connection with performance hereunder, violates HIPAA Privacy or materially breaches provisions of this agreement.

 

Under the Agreement, in connection with the services, Sirrus Security will have responsibilities with respect to the Use and/or Disclosure of Protected Health Information (“PHI”) as mandated by the Privacy Standards (45 C.F.R. Parts 160 and 164), Electronic Transactions Standards (45 C.F.R. Parts 160 and 162), and Security Standards (45 C.F.R. Parts 160, 162 and 164) promulgated under the Administrative Simplifications subtitle of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as well as the data breach notification requirements as promulgated under the American Recovery and Reinvestment Act of 2009 (“ARRA”).

 

Our company is currently evaluating the potential future economic benefit of the agreement and has yet to determine an accurate estimate of future revenues associated with the agreement. No revenues have been earned to date.

 

The agreement is still in effect as of the date of this filing, and our company is continuing to work with the partner to complete the expected goals of the agreement.

 

On May 8, 2017, Sirrus Security entered into a Strategic Partnership Agreement with RelifyTime, LLC, a Nevada limited liability company (“Relify”), pursuant to which Relify has engaged Sirrus Security to develop and design a software applications program and hosting platform to be known as “Relify Time”.

 

As consideration for the development and use of the product, Relify has agreed to pay Sirrus Security a royalty fee in an amount equal to 40% of the gross profit (gross sales less cost of goods sold), commencing on the date when Relify first sells licensed services incorporating the Product until an aggregate of $500,000 has been paid to Sirrus Security.

 

During the royalty period, Sirrus Security will provide maintenance and support for product. Any support and maintenance services, updates, versions or new releases after the expiration of the royalty period shall be contracted under a separate agreement between the parties to be executed no later than 30 days prior to the end of the royalty period.

 

 
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At any time during the term of the agreement and up to one year thereafter, if Relify decides to sell the product to a third party, Sirrus Security will have a 30-day right of first refusal to acquire the product from Relify. At any time during the term of the agreement and one year thereafter, Relify shall grant Sirrus Security the right of first refusal for any financing transaction, expiring 14 days after notice is given.

 

Upon the completion of the royalty period, all intellectual property rights developed by Sirrus Security in connection with the provision of the services to Relify under the Agreement, or jointly by Sirrus Security or Relify, or by Sirrus Security pursuant to the specifications or instructions provided by Relify, shall belong exclusively to Relify. All pre-existing intellectual property rights shall remain the sole property of Sirrus Security. Notwithstanding anything contained in the Agreement, Sirrus Security shall be free to use any ideas, concepts, or know-how developed or acquired by Sirrus Security during the performance of the agreement to the extent obtained and retained by Sirrus Security’ personnel.

 

The agreement is still in effect as of the date of this filing, and our company is continuing to work with the partner to complete the expected goals of the agreement.

 

The term of the agreement continues until the completion of the Royalty Period. The agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation under the agreement and fails to cure such breach within 30 days of receiving notification. In the case of a termination of the agreement, Relify has agreed to pay Sirrus Security for all services rendered and work performed up to the effective date of the termination.

 

The agreement also contains customary indemnification and confidentiality provisions. Neither party may assign its rights or obligations under the agreement without the prior written consent of the other party.

 

On March 26, 2018, we entered into a Securities Purchase Agreement with Adar Bays, a Florida limited liability company, providing for the purchase of three convertible notes in the aggregate principal amount of $126,000, with the first note being in the amount of $42,000 and the remaining two notes being in the amount of $42,000 each as back-end notes. Each note bears interest at the rate of 8% per annum and matures on March 26, 2019. Proceeds from the first $42,000 note was received by the Company, with $2,000 recorded as financing costs. As of May 31, 2018, principal amount of $84,000 of the remaining notes has yet been received.

 

The notes mature on March 26, 2019, unless our company does not meet the “current public information” requirement pursuant to Rule 144, in which case all notes issued may be called. The above mentioned notes, at any time after 180 days, can be converted all at the option of the holder at a rate of 50% of the lowest closing bid price of the common stock as reported on the OTCMarkets, which our company’s shares are traded, or any exchange upon which the common stock may be traded in the future, for the lower of (i) 20 prior trading days immediately preceding the issuance date of the Note or (ii) the 20 prior trading days including the day upon which a Notice of Conversion is received by our company or our transfer agent.

 

We have not declared bankruptcy, been involved in receivership or any similar proceeding.

 

Our office is located at 11340 Lakefield Drive, Suite 200, Johns Creek, Georgia 30097 and our telephone number is (888) 263-7622. Our registered statutory office is located at 711 S. Carson Street, Suite 6, Carson City, Nevada 89701, (775) 882-4641. We do not own any property.

 

 
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Results of Operations

 

Three Months Ended May 31, 2018 Compared to Three Months Ended May 31, 2017

 

 

 

Three Months

 

 

Three Months

 

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

 

May 31,

 

 

May 31,

 

 

 

 

 

 

2018

 

 

2017

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$ 52,287

 

 

$ -

 

 

$ 52,287

 

Cost of sales

 

$ 22,283

 

 

$ -

 

 

$ 22,283

 

Operating Expenses

 

$ 183,590

 

 

$ 180,450

 

 

$ 3,140

 

Other Expenses

 

$ 385,471

 

 

$ 1,573

 

 

$ 383,898

 

Net Loss

 

$ 539,057

 

 

$ 182,023

 

 

$ 357,034

 

  

We recognized revenue of $52,287 and cost of sales of $22,283 from the sale of computer equipment to a related corporation for the three months ended May 31, 2018, compared to $0 for the three months ended May 31, 2017.

 

Operating expenses were $183,590 for the three months ended May 31, 2018, compared to $180,450 for the three months ended May 31, 2017.

 

For the three months ended May 31, 2018, we incurred other expenses of $385,471, which consisted of fair value of derivative liability in excess of debts of $169,095, change in fair value of derivative liability of $139,500 and note interest expense and amortization of debt discount of $76,876. For the three months ended May 31, 2017, we incurred other expenses of $1,573 from note interest expense.

 

We incurred a net loss in the amount of $539,057 and $182,023 for the three months ended May 31, 2018 and 2017, respectively.

 

Nine Months Ended May 31 2018 Compared to Nine Months Ended May 31, 2017

 

 

 

Nine Months

 

 

Nine Months

 

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

 

May 31,

 

 

May 31,

 

 

 

 

 

 

2018

 

 

2017

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$ 57,287

 

 

$ -

 

 

$ 57,287

 

Cost of sales

 

$ 22,283

 

 

$ -

 

 

$ 22,283

 

Operating Expenses

 

$ 561,974

 

 

$ 308,081

 

 

$ 253,893

 

Other Expenses

 

$ 713,232

 

 

$ 2,847

 

 

$ 710,385

 

Net Loss

 

$ 1,240,202

 

 

$ 310,928

 

 

$ 929,274

 

  

We recognized revenue of $52,287 and cost of sales of $22,283 from the sale of computer equipment to a related corporation for the nine months ended May 31, 2018, compared to $0 for the nine months ended May 31, 2017.

 

Operating expenses were $561,974 for the nine months ended May 31, 2018, compared to $308,081 for the nine months ended May 31, 2017, due to an increase in management fees and professional fees.

 

For the nine months ended May 31, 2018, we incurred other expenses of $713,232, which consisted of fair value of derivative liability in excess of debts of $625,279 and note interest expense and amortization of debt discount of $128,535, offset by the gain from change in fair value of derivative liability of $40,582. For the nine months ended May 31, 2017, we incurred other expenses of $2,847 from note interest expense.

 

We incurred a net loss in the amount of $1,240,202 and $310,928 for the nine months ended May 31, 2018 and 2017, respectively.

 

 
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Liquidity and Capital Resources

 

Working Capital

 

 

 

As of

 

 

As of

 

 

 

 

 

 

May 31,

 

 

August 31,

 

 

 

 

 

 

2018

 

 

2017

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

$ 68,292

 

 

$ 1,684

 

 

$ 66,608

 

Current Liabilities

 

$ 1,880,662

 

 

$ 573,852

 

 

$ 1,306,810

 

Working Capital (Deficit)

 

$ (1,812,370 )

 

$ (572,168 )

 

$ (1,240,202 )

 

As of May 31, 2018, we had a working capital deficit of $1,812,370 compared to a working capital deficit of $572,168 as of August 31, 2017. As of May 31, 2018, we had current assets of $68,292 which includes cash and cash equivalents of $16,005 and accounts receivable from a related corporation of $52,287, as compared to current assets of $1,684 for cash and cash equivalents as of August 31, 2017. As of May 31, 2018, we had current liabilities of $1,880,662 composed of accounts payable and accrued liabilities of $411,753, accrued interest of $18,629, amounts due to related parties for consulting management fees of $344,714, short-term notes of $83,500, convertible notes of $128,755 and derivative liabilities of $893,311, as compared to current liabilities of $573,852 as of August 31, 2017, consisted of accounts payable and accrued liabilities of $237,728, accrued interest of $4,823, amount due to related parties for consulting management fees of $181,750, short-term notes of $86,910, convertible notes of $4,027 and derivative liabilities of $58,614.

 

Cash Flows

 

 

 

Nine Months

 

 

Nine Months

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

May 31,

 

 

May 31,

 

 

 

 

 

2018

 

 

2017

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$ (242,269 )

 

$ (68,986 )

 

$ (173,283 )

Net cash provided by financing activities

 

$ 256,590

 

 

$ 84,410

 

 

$ 172,180

 

Net increase in cash and cash equivalents

 

$ 14,321

 

 

$ 15,424

 

 

$ (1,103 )

 

Cash Flow from Operating Activities

 

For the nine months ended May 31, 2018, net cash used in operating activities was $242,269, related to our net loss of $1,240,202, increased by change in fair value of derivative of $40,582 and an increase in accounts receivable of $52,287, and was reduced by amortization of debt discount of $114,728, fair value of derivative in excess of debt of $625,279, an increase of accounts payable and accrued liabilities of $174,025, an increase in accrued interest of $13,806 and an increase in due to related parties of $162,964.

 

For the nine months ended May 31, 2017, net cash used in operating activities was $68,986, reflecting our net loss of $310,928 for the period reduced by an increase in accounts payable and accrued liabilities of $111,845, an increase in accrued interest of $2,847 and an increase in due to related parties of $127,250.

 

Cash Flow from Financing Activities

 

For the nine months ended May 31, 2018, net cash provided by financing activities was $256,590, mainly attributed to proceeds from issuance of convertible notes payable of $260,000 and proceeds from issuance of short-term notes payable of $13,140, offset by repayment of short-term notes payable of $16,550.

 

For the nine months ended May 31, 2017, net cash provided by financing activities was $84,410 for proceeds from issuance of short-term notes payable.

 

 
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Going Concern

 

There is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated sufficient revenues to cover operating costs or raised enough funds. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, our company does not have definitive plans to raise additional funds by way of the sale of additional securities.

 

Critical Accounting Policies

 

Use of Estimates

 

The discussion and analysis of our financial condition and results of operations is based upon the accompanying financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in United States Dollars. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

 

Revenue Recognition

 

Our company recognizes revenue from the sale of products and services only when all of the following criteria have been met:

 

 

i)

Persuasive evidence for an agreement exists;

 

ii)

Service has been provided;

 

iii)

The fee is fixed or determinable; and,

 

iv)

Collection is reasonably assured.

 

Our sales are derived from cyber security service and sale of computer equipment. Revenue is fully recognized when the above criteria are met. The revenue is recognized on a net basis.

  

Accounts Receivable

 

Accounts receivable are stated at historical carrying amounts, net of write-offs and allowance for doubtful accounts. Management estimates that all of the amounts ultimately will be collected. Receivables consist of cyber security service revenue that have been made, but cash has not yet been received.

 

Fair Value of Financial Instruments

 

Our company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

 
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Our company’s financial instruments consist primarily of cash, accounts payable and accrued expenses, loans payable, convertible notes and derivative liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

 

The Black-Scholes option valuation model was used to estimate the fair value of a convertible promissory note issued to an investor. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical stock price of the Company. There were no transfers into or out of “Level 3” during the nine months ended May 31, 2018 and year ended August 31, 2017.

 

Embedded Conversion Features

 

Our company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in income (loss). If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature.

 

Derivative Financial Instruments

 

Our company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Our company evaluates all of our financial instruments, including convertible debentures, stock purchase warrants and stock options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

 

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss). For option-based simple derivative financial instruments, our company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued guidance that requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. It also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple-element arrangements. The guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. In July 2015, the FASB delayed the effective date of this guidance by one year. The guidance is now effective for public companies for annual periods beginning after December 15, 2017, as well as interim periods within those annual periods using either the full retrospective approach or modified retrospective approach. Our company is currently evaluating the impacts of the new guidance on our financial statements.

 

 
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In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. Our company is currently evaluating this guidance and the impact it will have on our financial statements.

 

In November 2016, the Financial Accounting Standards Board (FASB) clarified the presentation and disclosure requirements of restricted cash. The amended standard requires entities to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling beginning-of-period and end-of-period total cash. The amendments apply to all entities with restricted cash or restricted cash equivalents and are required to present a statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Our company is currently evaluating this guidance and the impact it will have on our financial statements.

 

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, to reduce complexity in the accounting for employee share-based payment transactions. One of the simplifications relates to forfeitures of awards. Under current GAAP, an entity estimates the number of awards for which the requisite service period is expected to be rendered and base the accruals of compensation cost on the estimated number of awards that will vest. This ASU permits an entity to make an entity-wide accounting policy election either to estimate the number of forfeitures expected to occur or to account for forfeitures in compensation cost when they occur. This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Earlier application is permitted. Our company has adopted the standard and does not expect this standard to have a material impact on our financial statements and disclosures.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is 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 Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

 
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An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

 

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements would not be prevented or detected on a timely basis.

 

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended May 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

 

Item 1A. Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

 
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Item 6. Exhibits

 

The following exhibits are included as part of this report:

 

Exhibit Number

 

Description

(31)

 

Rule 13a-14(a)/15d-14(a) Certification

31.1

 

Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(32)

 

Section 1350 Certification

32.1

 

Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

101

 

Interactive Data Files

101.INS*

 

XBRL Instance Document

101.SCH*

 

XBRL Taxonomy Extension Schema Document

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

___________ 

* XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

24

 
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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SIRRUS CORP.

 

(Registrant)

 

Dated: July 17, 2018

/s/ Sparrow Marcioni

 

Sparrow Marcioni

 

President, Chief Executive Officer, Secretary, Treasurer and Director

 

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

 

 

 

25

 

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