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EX-32.1 - CERTIFICATION - SIRRUS CORP.srup_ex321.htm
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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 February 28, 2017

 

or

 

o

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

 

81-4158931

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

   

11340 Lakefield 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   o  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, or a small 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

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

 

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 April 10, 2017.

 

 
 
 
 

 TABLE OF CONTENTS

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

Item 2.

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

 

9

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

13

 

Item 4.

Controls and Procedures

 

13

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

14

 

Item 1A.

Risk Factors

 

14

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

14

 

Item 3.

Defaults Upon Senior Securities

 

14

 

Item 4.

Mine Safety Disclosures

 

14

 

Item 5.

Other Information

 

14

 

Item 6.

Exhibits

 

15

 

 

 

 

 

SIGNATURES

 

16

 

 

 
2
 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SIRRUS CORP.

Balance Sheets

(Unaudited)

  

 

 

February 28,

2017

 

 

August 31,

2016

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 27,375

 

 

$ 139

 

Total Current Assets

 

 

27,375

 

 

 

139

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 27,375

 

 

$ 139

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 28,984

 

 

$ 9,404

 

Due to related parties

 

 

54,750

 

 

 

-

 

Due to previous shareholder

 

 

-

 

 

 

17,319

 

Short term notes

 

 

81,810

 

 

 

-

 

Total Current Liabilities

 

 

165,544

 

 

 

26,723

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' 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

 

 

74,252

 

 

 

56,932

 

Accumulated deficit

 

 

(212,779 )

 

 

(83,874 )

Total stockholders' deficit

 

 

(138,169 )

 

 

(26,584 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$ 27,375

 

 

$ 139

 

  

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

 

 
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SIRRUS CORP.

Statements of Operations

 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

February28,

 

 

February 29,

 

 

February28,

 

 

February 29,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$ 106,454

 

 

$ 6,892

 

 

$ 127,631

 

 

$ 13,455

 

OPERATING LOSS 

 

 

(106,454 )

 

 

(6,892 )

 

 

(127,631 )

 

 

(13,455 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense 

 

 

(1,001 )

 

 

-

 

 

 

(1,274 )

 

 

-

 

Foreign exchange gain (loss)

 

 

-

 

 

 

(12 )

 

 

-

 

 

 

(3 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (107,455 )

 

$ (6,904 )

 

$ (128,905 )

 

$ (13,458 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

35,763,339

 

 

 

35,763,339

 

 

 

35,763,339

 

  

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

 

 
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SIRRUS CORP.

Statements of Cash Flows

(Unaudited)

  

 

 

For the Six Months Ended

 

 

 

February 28,

 

 

February 29,

 

 

 

2017

 

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ (128,905 )

 

$ (13,458 )

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

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

-

 

 

 

(475 )

Accounts payable and accrued liabilities

 

 

19,581

 

 

 

(4,597 )

Accrued interest

 

 

54,750

 

 

 

-

 

Net cash used in operating activities

 

 

(54,574 )

 

 

(18,530 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party advances

 

 

-

 

 

 

8,019

 

Repayments of related party advances

 

 

-

 

 

 

(386 )

Issuance of short term notes

 

 

81,810

 

 

 

-

 

Net cash provided by financing activities

 

 

81,810

 

 

 

7,633

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

27,236

 

 

 

(10,897 )

Cash and cash equivalents - beginning of period

 

 

139

 

 

 

12,452

 

Cash and cash equivalents - end of period

 

$ 27,375

 

 

$ 1,555

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-cash financing transactions

 

 

 

 

 

 

 

 

Debt assumed by related party

 

$ 17,319

 

 

$ -

 

  

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

 

 
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SIRRUS CORP.
Notes to the Audited Financial Statements
February 28, 2017

 

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.

 

These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize it assets and discharge its liabilities in the normal course of business. As of February 28, 2017, the Company has incurred losses totaling $212,779 since inception, has not yet generated revenue from operations, and will require additional funds to maintain our operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through continued financial support from its shareholders and private placements of common stock. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

a) Basis of Presentation

 

 

 

 

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These interim unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended August 31, 2016 and notes thereto contained elsewhere in the Annual Report on Form 10-K filed with the SEC on December 14, 2016.

 

 

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.

 

 
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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

 

d) 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.

  

 

e) 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 February 28, 2017, the Company had no potentially dilutive securities outstanding.

  

 

f) 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 for the six months ended February 28, 2017.

  

 

g) 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.

  

 

h) Subsequent Events

 

 

 

 

 

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

  

 

i) 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 adopted this pronouncement effective for the period ended February 28, 2017. The adoption did not have a material impact to the financial statements.

  

 
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NOTE 3. RELATED PARTY TRANSACTIONS

 

As of February 28, 2017, and August, 2016, the Company owed $0 and $17,319, respectively, to its former president and director for incorporation fees, product purchases, transfer agent fees, and travel expenses that were paid on the Company’s behalf. The total amount was unsecured, non-interest bearing, and has no specific terms for repayment. On October 18, 2016, the total amounts owing to the former president and director of $17,319 were assumed by a related party.

 

During the six months ended February 28, 2017, the Company incurred expenses with two related parties for $54,750. As of February 28, 2017, amounts owing to these related parties were $54,750.

 

NOTE 4. PROMISSORY NOTES

 

On October 14, 2016, the Company entered into a promissory note agreement for $25,000. The promissory note bears interest at 8%, and matures one year after issuance. As of February 28, 2017, an amount of $751 of interest has been accrued.

 

On November 7, 2016, the Company entered into a promissory note agreement for $3,000. The promissory note bears interest at 8%, and matures one year after issuance. As of February 28, 2017, an amount of $74 of interest has been accrued.

 

On December 9, 2016, the Company entered into a promissory note agreement for $3,810. The promissory note is non-interest bearing and matures in April 2017.

 

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 February 28, 2017, an amount of $449 of interest has been accrued.

 

 
8
 
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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".

 

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, the Company, Ahmed Guled (the “Selling Stockholder”) and Linux Labs Technologies, Inc., a Georgia corporation entered into a Stock Purchase Agreement, dated October 14, 2016 (the “Purchase Agreement”). 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 from Mssr. Guled 25 million shares (the “Shares”), of common stock, par value $0.00001 per share (the “Common Stock”), of the Company held by the Selling Stockholder, representing approximately 69.90% of the issued and outstanding shares of the Company's common stock, and the Indebtedness (as defined below) in consideration for an aggregate purchase price of $50,000 (the “Purchase Price”), consisting of $10,000 in cash and $40,000 evidenced by a promissory note, dated October 14, 2016 (the “Note”), in the principal amount of $40,000, bearing interest at the rate of 6% per annum, maturing on April 14, 2017 and secured by the Shares pursuant to a Stock Pledge Agreement, dated October 14, 2016 (the “Stock Pledge Agreement”), between the Linux Labs and the Selling Stockholder (the “Transaction”). Pursuant to the Purchase Agreement, $40,000 of the Purchase Price was allocated to the Shares and $10,000 was allocated to purchase of the Indebtedness.

 

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

 

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

 

As of October 14, 2016 a change of control of the Company occurred, new management was appointed and on October 18, 2016, the Company 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, the Company will now focus on cyber security.

 

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 GA 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.

 

Results of Operations

 

Three Months Ended February 28, 2017 Compared to Three Months Ended February 29, 2016

 

We have not earned any revenues from inception through February 28, 2017.

 

 

 

Three Months

Ended

February 28,

2017

 

 

Three Months

Ended

February 29,

2016

 

Revenue

 

$ -

 

 

$ -

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

106,454

 

 

 

6,892

 

Other Income (expenses)

 

 

(1,001 )

 

 

(12 )

Net Loss

 

$ (107,455 )

 

$ (6,904 )

 

Our operating expenses, for the three months ended February 28, 2017 were $106,454 compared to $6,892 for the same period in 2016. The increase in operating expenses was primarily as a result of accounting and consulting fees included in general and administrative expenses. The increase in accounting and consulting fees are a result of additional costs for the Company’s new business focus of cyber security.

 

We incurred a net loss of $107,455 and $6,904 for the three months ended February 28, 2017 and February 29, 2016, respectively.

 

Six Months Ended February 28, 2017 Compared to Six Months Ended February 29, 2016

 

 

 

Six Months

Ended

February 28,

2017

 

 

Six Months

Ended

February 29,

2016

 

Revenue

 

$ -

 

 

$ -

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

127,631

 

 

 

13,455

 

Other Income (expenses)

 

 

(1,274 )

 

 

(3 )

Net Loss

 

$ (128,905 )

 

$ (13,458 )

 

 
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Our operating expenses, for the six months ended February 28, 2017 were $127,631 compared to $13,455 for the same period in 2016. The increase in operating expenses was primarily as a result of accounting and consulting fees included in general and administrative expenses. The increase in accounting and consulting fees are a result of the Company incurring additional costs for the change of business, as well as additional costs for the new business focus of cyber security.

 

We incurred a net loss of $128,905 and $13,458 for the six months ended February 28, 2017 and February 29, 2016, respectively.

 

Liquidity and Capital Resources

 

Working Capital

 

 

 

February 28,

2017

 

 

August 31,

2016

 

Current Assets

 

$ 27,375

 

 

$ 139

 

Current Liabilities

 

$ 165,544

 

 

$ 26,723

 

Working Capital (Deficit)

 

$ (138,169 )

 

$ (26,584 )

 

Cash Flows

 

 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

February 28,

2017

 

 

February 29,

2016

 

Cash Flows used in Operating Activities

 

$ (54,574 )

 

$ (18,530 )

Cash Flows from Investing Activities

 

 

-

 

 

 

-

 

Cash Flows from Financing Activities

 

 

81,810

 

 

 

7,633

 

Net Increase (Decrease) in Cash During Period

 

$ 27,236

 

 

$ (10,897 )

 

As at February 28, 2017, our cash balance was $27,375 and total assets were $27,375. As at August 31, 2016, our company’s cash balance was $139 and total assets were $139.

 

As at February 28, 2107, our company had total liabilities of $165,544, compared with total liabilities of $26,723 as at August 31, 2016.

 

As at February 28, 2017, our company had working capital deficiency of $138,169 compared with working capital deficiency of $26,584 as at August 31, 2016. The increase in working capital deficiency was primarily attributed to an increase in due to related parties of $54,750 and an increase in short term notes of $81,810.

 

Cash Flow from Operating Activities

 

During the six months ended February 28, 2017, we used $54,574 in cash from operating activities, compared to $18,530 cash used in operating activities during the six months ended February 29, 2016. The cash used from operating activities for the six months ended February 28, 2017 was attributed to increased accounting and consulting fees.

 

Cash Flow from Investing Activities

 

During the six months ended February 28, 2017, we used $0 in investing activities compared to $0 used in investing activities during the six months ended February 29, 2016.

  

Cash Flow from Financing Activities

 

During the six months ended February 28, 2017, we received $81,810 from financing activities compared to $7,633 received from financing activities during the six months ended February 29, 2016. The cash flow for financing activities for the six months ended February 28, 2017, was a result of the issuance of short-term notes of $81,810.

 

 
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Going Concern

 

As of February 28, 2017, the Company has incurred losses totaling $212,779 since inception, has not yet generated revenue from operations, and will require additional funds to maintain our operations. This means that 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, the Company does not have plans or intentions 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

 

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

 

·

Our company has transferred to the buyer the significant risks and rewards of ownership of the goods;

·

Our 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.

 

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 six months ended February 28, 2017.

 

Recent 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. Our Company adopted this pronouncement effective for the period ended February 28, 2017, the adoption did not have a material impact to the consolidated financial statements.

 

 
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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

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

 

As of the end of our three months covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

 

Changes in Internal Control Over Financial Reporting

 

During the period covered by this report there were no changes in our internal control over financial reporting that 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.

 

 
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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: April 14, 2017

 

/s/ Sparrow Marcioni

 

 

Sparrow Marcioni

 

 

President, Chief Executive Officer, Secretary, Treasurer and Director

 

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

 

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