SIRRUS CORP. - FORM 10-Q

Attached files

file	filename
EX-32.2 - CERTIFICATION - SIRRUS CORP.	srup_ex322.htm
EX-32.1 - CERTIFICATION - SIRRUS CORP.	srup_ex321.htm
EX-31.1 - CERTIFICATION - SIRRUS CORP.	srup_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended May 31, 2016

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

For the transition period from _________ to _________

Commission File Number 333-199818

SIRRUS CORP.

(Exact name of registrant as specified in its charter)

Nevada		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Nyeri Motor Services Building, Moi Nyayo Way, Nyeri, Kenya
(Address of principal executive offices)		(Zip Code)

+25 (472) 266-8059

(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). ¨ YES x NO

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

35,763,339 common shares issued and outstanding as of July 14, 2016

Table of Contents

PART 1 – FINANCIAL INFORMATION		3

Item 1.	Financial Statements.	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	14
Item 4.	Controls and Procedures.	14

PART II - OTHER INFORMATION		15

Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors.	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures.	15
Item 5.	Other Information	15
Item 6.	Exhibits	16
SIGNATURES		17

Index

Balance Sheets at May 31, 2016 and at August 31, 2015 (unaudited)			4

Statements of Operations for the three and nine months ended May 31, 2016 and 2015 (unaudited)			5

Statements of Cash Flows for the nine months ended May 31, 2016 and 2015 (unaudited)			6

Notes to the Financial Statements (unaudited)			7

	May 31, 2016			August 31, 2015

ASSETS
Current Assets
Cash and cash equivalents	$	3,950		$	12,452
Inventory		1,840			1,840
Prepaid expenses		-			937
Total Current Assets		5,790			15,229

TOTAL ASSETS	$	5,790		$	15,229

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	5,989		$	10,158
Due to related party		15,519			386
Total Current Liabilities		21,508			10,544

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $0.00001 per share, 100,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, par value $0.00001 per share, 200,000,000 shares authorized, 35,763,339 shares issued and outstanding		358			358
Additional paid-in capital		56,932			56,932
Accumulated deficit		(73,008	)		(52,605	)
Total stockholders' (deficit) equity		(15,718	)		4,685
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	5,790		$	15,229

SIRRUS CORP.
Consolidated Statements of Operations
(Unaudited)

	For the Three Months Ended				For the Nine Months Ended
	May 31		May 31,		May31		May 31,
	2016		2015		2016		2015

OPERATING EXPENSES
General and administrative	$	13,499	$	8,014	$	20,403	$	25,157

NET LOSS	$	13,499	$	8,014	$	20,403	$	25,157

Basic and Diluted Loss per Common Share	$	0.00	$	0.00	$	0.00		0.00
Basic and Diluted Weighted Average Common Shares Outstanding		35,763,339		26,157,348		35,763,339		25,394,262

	a)	Basis of Presentation

		These financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company's year end is August 31.

	b)	Estimates and Assumptions

		The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

	c)	Cash and Cash Equivalents

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

	d)	Foreign Currency Transactions

		The Company's planned operations are outside of the United States, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

	e)	Income Taxes

		Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

	f)	Inventory

		Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis. The inventory consists of e-cigarettes.

	g)	Revenue Recognition

		Revenue from the sale of goods is recognized when the following conditions are satisfied:

	·	The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
	·	The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
	·	The amount of revenue can be measured reliably;
	·	It is probable that the economic benefits associated with the transaction will flow to the entity; and
	·	The costs incurred or to be incurred in respect of the transaction can be measured reliably.

	h)	Earnings (Loss) Per Common Share ("EPS")

		Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At May 31, 2016, the Company had no potentially dilutive securities outstanding.

	i)	Stock-Based Compensation

		Compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. We did not grant any stock options during the nine months ended May 31, 2016.

	j)	Income Taxes

		The Company accounts for income taxes using the asset and liability method. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

	k)	Subsequent Events

		The Company has evaluated all transactions through the financial statement issuance date for subsequent disclosure consideration.

	l)	New Accounting Pronouncements

		In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, Presentation of Financial Statements - Going Concern. The Update provides U.S. GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on the consolidated financial statements.

Description	Estimated Completion Date	Estimated Expenses ($)
Legal and accounting fees	12 months		35,000
Website Development and Server Acquisition	12 months		10,000
Samples and Inventory	12 months		15,000
Marketing and advertising	12 months		50,000
Investor relations and capital raising	12 months		20,000
Management fees*	12 months		10,000
Salaries and consulting fees**	12 months		10,000
General and administrative expenses***	12 months		30,000
Total		$	180,000

	Nine Months Ended May 31, 2016			Nine Months Ended May 31, 2015
Revenues	$	-		$	-
Operating Expenses		20,403			25,157
Net Loss	$	(20,403	)	$	(25,157	)

	As of			As of
Working Capital	May 31, 2016			August 31, 2015

Current Assets	$	5,790		$	15,229
Current Liabilities		21,508			10,544
Working Capital (Deficit)	$	(15,718	)	$	4,685

	Nine Months Ended			Nine Months Ended
Cash Flows	May 31, 2016			May 31, 2015

Net Cash Used in Operating Activities	$	(23,635	)	$	(20,934	)
Net Cash Provided by (Used in) Financing Activities	$	15,133		$	34,762
Net Increase (Decrease) In Cash During The Period	$	(8,502	)	$	13,828

Exhibit Number		Description
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
32.1+		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2+		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Accounting Officer
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

	SIRRUS CORP.

July 15, 2016	By:	/s/ Ahmed Guled
		President, and CEO

SIRRUS CORP. - FORM 10-Q - July 15, 2016

Attached files

SIRRUS CORP. Reports