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, 2016
 

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 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

   

2

 

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim financial statements of Sirrus Corp. (referred to herein as the "Company," "we," "us" or "our") are included in this quarterly report on Form 10-Q:

Sirrus Corp.

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

3

SIRRUS CORP.

BALANCE SHEETS

(Unaudited)

  

	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

 

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

  

4

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

 

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

5

SIRRUS CORP.

Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended
	May 31,			May 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(20,403	)	$	(25,157	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Inventory		-			(1,840	)
Deposit		-			300
Prepaid expenses		937			-
Accounts payable and accrued liabilities		(4,169	)		5,763
Net cash used in operating activities		(23,635	)		(20,934	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		15,519			2,472
Repayments of related party advances		(386	)		-
Proceeds from sale of common stock for cash		-			32,290
Net cash provided by financing activities		15,133			34,762
Net increase (decrease) in cash and cash equivalents		(8,502	)		13,828
Cash and cash equivalents - beginning of period		12,452			19,883
Cash and cash equivalents - end of period	$	3,950		$	33,711
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

6

SIRRUS CORP.
Notes to the Financial Statements
(Unaudited)

NOTE 1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Sirrus Corp. (the "Company") was formed on May 7, 2014 in Nevada.  The Company is engaged in the business of designing, marketing and distributing electronic cigarettes ("e-cigarette") in East Africa. The Company's products and services are all in the startup stage.  

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 May 31, 2016, the Company has incurred losses totaling $73,008 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
	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.

 

7

  

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

 

8

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

 

NOTE 3. RELATED PARTY TRANSACTIONS

As of May 31, 2016 and August 31, 2015, the Company owed $15,519 and $386, respectively, to its president and director, Ahmed Guled, for incorporation fees, product purchases, transfer agent fees, and travel expenses that he paid for on the Company's behalf.  The total amount is unsecured, non-interest bearing, and has no specific terms for repayment.  

9

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 

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

Sirrus Corp. is a start-up company that seeks to engage in the designing, marketing and distribution of electronic cigarettes ("e-cigarette") in East Africa. Our goal is to become a leading e-cigarette marketer and distributor in the East Africa. We expect to achieve our goal by maximizing our points of distribution, maintaining our low-cost position and continuing to differentiate our products and brands in order to resonate with consumers in local markets around the region. Our strategy is to increase our future sales by penetrating new and emerging markets where we expect rising consumer incomes and an increase in demand for e-cigarettes.  Cigarette smokers in these emerging markets are our target demographic and will represent our primary source of future revenue growth.

We plan to focus on rapidly securing retail distribution in Kenya and East African markets through strategic partnerships with key retailers and distributors.  We believe strong consumer demand will lead retailers to allocate additional shelf space to smoking related products and we strive to offer our products at or near every point of distribution where traditional cigarettes are available in the markets we serve.  We believe e-cigarettes offer a compelling alternative for smokers, relative to traditional cigarettes. Our goal is to become a leading e-cigarette marketer and distributor in the East Africa. We expect to achieve our goal by establishing an E-commerce presence, maximizing our points of distribution, maintaining our low-cost position and continuing to differentiate our products and brands in order to resonate with consumers in local markets around the region.

 

10

 

Plan of Operations

Our business objectives for the next twelve months, provided the necessary funding is available, are to expand upon our business with a focus on the development of our e-cigarette distribution and sales.

We believe that we will be able to generate revenue once we secure four distribution contracts and through the direct public offering of our shares pursuant a registration statement that was declared effective by the Securities and Exchange Commission (the "SEC") on February 26, 2015.  If we are able to establish additional contracts, we hope to generate additional revenue and prove our business model to be effective.  Approximately $180,000 is required in order to carry out our anticipated business operations for the next twelve months.  It is management's goal to continue raising capital, secure distribution contacts, generate revenues, and attract additional financing.  However, there can be no assurance that we will be able to establish distribution contracts, or generate revenues from our operations.  There can also be no assurance that we will be able to raise the additional capital we require to operate our business for the next twelve months.

The following chart provides an overview of our budgeted expenditures for the next twelve months.  The expenditures are categorized by significant area of activity. 

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

______________

*Management fees will consist of remuneration payable to any manager engaged to oversee the day to day operation of our business.

**Salaries will be paid to future employees or consultants retained to assist the Company with its sales and marketing efforts. Consultants may also be retained to contribute special expertise not possessed by the sole officer and director of the Company.

***General and administrative expenses are the costs which we will incur sustaining our day to day business. These include such costs such as rent, phone, utilities, insurance, business licenses and incidental expenses.

Our Company used the funds raised by our public offering to pay for the expenses related to our offering and the expenses to maintain our reporting status for twelve months after the effective date. Our plan of operations is based on the net proceeds from our offering (gross proceeds less expenses related to this offering, estimated at a fixed cost of $10,000 and expenses to maintain our report status for twelve months after effective date, estimated at a fixed cost of $17,500).  

We currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

11

Results of Operations – For the Nine Months Ended May 31, 2016 and 2015

We have not earned any revenues from inception through May 31, 2016.

	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	)

We incurred a net loss of $20,403 and $25,157 for the nine months ended May 31, 2016 and 2015, respectively.

Liquidity and Capital
 

	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

As of May 31, 2016 and August 31, 2015, we had a working capital (deficit) of $(15,718) and $4,685, current assets of $5,790, and $15,229 and current liabilities of $21,508 and $10,544, respectively.

	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

We used a total of $23,635 and $20,934 in operating activities and were provided $15,133 and $34,762 through financing activities for nine months ended May 31, 2016 and May 31, 2015, respectively.       

12

Critical Accounting Policies

Use of Estimates

The discussion and analysis of our financial condition and results of operations is based upon the accompanying consolidated 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.  

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.

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.

Foreign Currency Translation

Our company's planned operations will be in the United States, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to our company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, our company does not use derivative instruments to reduce its exposure to foreign currency risk. Our company's functional currency for all operations worldwide is the U.S. dollar. 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 US dollars are included in current results of operations.

 

13

 

Item 3. Quantitative and Qualitative Disclosures About Market Risks

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 and chief financial officer (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 and chief financial officer (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 and chief financial officer (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.

 

14

 PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any material, existing or pending legal proceedings against our company, nor are we involved as a plai.jpg in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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.

15

Item 6.Exhibits 
   

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

___________

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

 

16

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

17

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ahmed Guled, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of Sirrus Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date:  July 15, 2016	By	/s/ Ahmed Guled
		Ahmed Guled
		President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ahmed Guled, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Sirrus Corp. for the period ended May 31, 2016 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sirrus Corp.

Dated: July 15, 2016	By:	/s/ Ahmed Guled
		Ahmed Guled
		Principal Executive Officer
		Sirrus Corp.

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Sirrus Corp. and will be retained by Sirrus Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ahmed Guled, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Sirrus Corp. for the period ended May 31, 2016 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sirrus Corp.

 

 

Dated: July 15, 2016	By:	/s/ Ahmed Guled
		Ahmed Guled
		Principal Financial Officer
		Sirrus Corp.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Sirrus Corp. and will be retained by Sirrus Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

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Document And Entity Information - shares	9 Months Ended
	May 31, 2016	Jul. 14, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	Sirrus Corp.
Entity Central Index Key	0001622767
Trading Symbol	srup
Current Fiscal Year End Date	--08-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		35,763,339
Document Type	10-Q
Document Period End Date	May 31, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3

XML

Balance Sheets - USD ($)	May 31, 2016	Aug. 31, 2015
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
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' 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

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Balance Sheets (Parenthetical) - $ / shares	May 31, 2016	Aug. 31, 2015
Balance Sheets Parenthetical
Preferred stock par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	35,763,339	35,763,339
Common stock, shares outstanding	35,763,339	35,763,339

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015
Operating expenses
General and administrative	$ 8,014	$ 13,499	$ 25,157	$ 20,403
Net loss	$ 8,014	$ 13,499	$ 25,157	$ 20,403
Basic and Diluted Loss per Common Share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Basic and Diluted Weighted Average Common Shares Outstanding	26,157,348	35,763,339	25,394,262	35,763,339

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Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	May 31, 2016	May 31, 2015
Cash Flows From Operating Activities
Net loss	$ (20,403)	$ (25,157)
Changes in operating assets and liabilities:
Inventory		(1,840)
Deposit		300
Prepaid expenses	937
Accounts payable and accrued liabilities	(4,169)	5,763
Net cash used in operating activities	(23,635)	(20,934)
Cash Flows From Financing Activities
Advances from related party	15,519	2,472
Repayments of related party advances	(386)
Proceeds from sale of common stock for cash		32,290
Net cash provided by financing activities	15,133	34,762
Net increase (decrease) in cash and cash equivalents	(8,502)	13,828
Cash and cash equivalents - beginning of period	12,452	19,883
Cash and cash equivalents - end of period	3,950	33,711
Supplementary Cash Flows Information:
Cash paid for interest
Cash paid for income taxes

XML

NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

9 Months Ended

May 31, 2016

Notes to Financial Statements

NOTE 1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Sirrus Corp. (the "Company") was formed on May 7, 2014 in Nevada.  The Company is engaged in the business of designing, marketing and distributing electronic cigarettes ("e-cigarette") in East Africa. The Company's products and services are all in the startup stage.  

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 May 31, 2016, the Company has incurred losses totaling $73,008 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

May 31, 2016

Notes to Financial Statements

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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RELATED PARTY TRANSACTIONS

9 Months Ended

May 31, 2016

Notes to Financial Statements

NOTE 3. RELATED PARTY TRANSACTIONS

As of May 31, 2016 and August 31, 2015, the Company owed $15,519 and $386, respectively, to its president and director, Ahmed Guled, for incorporation fees, product purchases, transfer agent fees, and travel expenses that he paid for on the Company's behalf.  The total amount is unsecured, non-interest bearing, and has no specific terms for repayment.  

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

May 31, 2016

Summary Of Significant Accounting Policies Policies

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

Subsequent Events

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

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.

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NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (Details Narrative ) - USD ($)	May 31, 2016	Aug. 31, 2015
Nature Of Business And Continuance Of Operations Details Narrative
Accumulated deficit	$ (73,008)	$ (52,605)

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	May 31, 2016	Aug. 31, 2015
Related Party Transactions Details Narrative
Due to related party	$ 15,519	$ 386