SIRRUS CORP. (OTCMKTS:SRUP) Files An 8-K Change in Shell Company Status
Item 5.06. Change in Shell Company Status.
As previously reported by Sirrus Corp., a Nevada corporation (the
Company), under Item 1.01 of Form 8-K filed with
the Securities and Exchange Commission (the
Commission) on May 2, 2017 (the May 2,
2017 Form 8-K), on April 26, 2017 (the Effective
Date), Sirrus Security, Inc., a Georgia corporation and
wholly-owned subsidiary of the Company (Sirrus
Security), entered into an Independent Contractor
Agreement (the Agreement) with American Academy
Holdings LLC, a North Carolina limited liability company d/b/a
Healthicity (Healthicity), to which Healthicity
engaged Sirrus Security to perform the following services to
Healthicity and its clients (collectively,
theServices), including, but not limited to the
following:
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Penetration Testing: Network Discovery, exploration, |
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Risk Analysis: Technical Assessment and |
After the in-depth penetration and risk analysis, Sirrus Security
will provide key findings to Healthicity, including a high-level
overview, an inventory of identified systems, ports, software
versions, and vulnerabilities that may pose a risk, and a
detailed report containing serious vulnerabilities with impacts,
descriptions, and recommendations.
The term of the Agreement commenced on the Effective Date.
Healthicity may terminate the Agreement at any time without cause
effective upon five (5) working days’ prior written notice to
Sirrus Security. In addition, Healthicity may terminate the
Agreement effective immediately if Sirrus Security is convicted
of any crime or offense, fails or refuses to comply with the
written policies or reasonable directive of Healthicity, is
guilty of serious misconduct in connection with performance
hereunder, violates HIPAA Privacy or materially breaches
provisions of this Agreement.
Under the Agreement, in connection with the Services, Sirrus
Security will have responsibilities with respect to the Use
and/or Disclosure of Protected Health Information (PHI) as
mandated by the Privacy Standards (45 C.F.R. Parts 160 and 164),
Electronic Transactions Standards (45 C.F.R. Parts 160 and 162),
and Security Standards (45 C.F.R. Parts 160, 162 and 164)
promulgated under the Administrative Simplifications subtitle of
the Health Insurance Portability and Accountability Act of 1996
(HIPAA) as well as the data breach notification
requirements as promulgated under the American Recovery and
Reinvestment Act of 2009 (ARRA).
Prior to the Agreement, the Company was a shell company (as such
term is defined in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended (the Exchange Act)). As a
result of the Agreement and the commencement of performing its
obligations thereunder on the Effective Date, the Company ceased
being a shell company as of the Effective Date.
In connection with the Companys ceasing to be a shell company and
exiting shell company status, the Company is required to provide
certain information relating to its operations, business, and
financial information, typically included in a Form 10
registration statement. to the instructions related to Item 5.06.
Change in Shell Company Status of a Current Report on Form 8-K,
for purposes of this Current Report, we shall identify the
filings in which certain information required to be disclosed as
Form 10 Information is included instead of disclosing that
information in this Current Report provided, however, this
Current Report shall supplement the information disclosed in such
filings.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act of 1933, as
amended (the Securities Act) and Section 21E of the Exchange Act,
which statements involve substantial risks and uncertainties. In
some cases, it is possible to identify forward-looking statements
because they contain words such as anticipates, believes,
contemplates, continue, could, estimates, expects, future,
intends, likely, may, plans, potential, predicts, projects, seek,
should, target or will, or the negative of these words or other
similar terms or expressions that concern our expectations,
strategy, plans or intentions. Many factors could cause our
actual operations or results to differ materially from the
operations and results anticipated in those forward-looking
statements. These factors include, but are not limited to:
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our financial performance, including our history of operating losses |
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our ability to obtain additional funding to continue our operations |
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our ability to successfully develop and commercialize our products |
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changes in the regulatory environments of the United States and other countries in which we intend to operate |
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our ability to attract and retain key management and other personnel |
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our ability to identify and pursue development of appropriate products and |
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the other factors contained in the section entitled Risk Factors contained in this Current Report. |
We have based the forward-looking statements contained in this
Current Report primarily regarding our current expectations and
projections about future events and trends that we believe may
affect our business, financial condition, results of operations
and prospects. The outcome of the events described in these
forward-looking statements are subject to risks, uncertainties,
assumptions, and other factors including those described in the
section of this Current Report entitled Risk Factors. Moreover,
we operate in a rapidly changing environment. New risks and
uncertainties emerge from time to time, and it is not possible
for us to predict all risks and uncertainties that could have an
impact on the forward-looking statements used herein.
You should not rely on forward-looking statements as predictions
of future events. Except as required by law, neither we nor any
other person assumes responsibility for the accuracy and
completeness of those forward-looking statements, and we
undertake no obligation to update any forward-looking statements
to reflect events or circumstances after the date of such
statements.
As used in this Current Report, the terms the
Company, we,
us, and our refer to the
Company and Sirrus Security.
Item 1. Business
Information about the business of the Company is incorporated by
reference to Item 1. Business of the Companys Annual Report on
Form 10-K for the fiscal year ended August 31, 2016 filed with
the Commission on December 14, 2016 (the Annual
Report); Item 1.01. Entry into a Material Definitive
Agreement of the May 2, 2017 Form 8-K; and to Item 1.01. Entry
into a Material Definitive Agreement of the Companys Form 8-K
filed with the Commission on May 12, 2017 (the May 12,
2017 Form 8-K).
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide
the information required by this Item.
Item 2. Financial Information.
Supplementary Financial Information
As a smaller reporting company, we are not required to provide
the information required by this Item.
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Information incorporated by reference to Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations of the Annual Report and Part I – Item 2 Management’s
Discussion and Analysis of Financial Condition and Results of
Operations of the Companys Quarterly Report on Form 10-Q for the
fiscal quarter ended February 28, 2017 filed with the Commission
on April 14, 2017 (the February 28, 2017 Form 10-Q).
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 3. Properties.
Information incorporated by reference to Item 2. Properties of
the Annual Report.
Item 4. Security Ownership of Certain Beneficial Owners
and Management.
Information incorporated by reference to Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters of the Annual Report.
Item 5. Directors and Executive Officers.
Information incorporated by reference to Item 10. Directors,
Officers and Corporate Governance of the Annual Report.
Item 6. Executive Compensation.
Information incorporated by reference to Item 11. Executive
Compensation of the Annual Report.
Item 7. Certain Relationships and Related Transactions,
and Director Independence.
Information incorporated by reference to Item 13. Certain
Relationships and Related Transactions, and Director Independence
of the Annual Report.
Item 8. Legal Proceedings.
We know of no existing or pending legal proceedings against us,
nor are we involved as a plaintiff in any 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 company. 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.
Item 9. Market Price of and Dividends on the Registrants
Common Equity and Stockholders Matter.
Information incorporated by reference to Item 5. Market for
Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities of the Annual Report.
The Securities and Exchange Commission (the SEC) has adopted
rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity
securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is
provided by the exchange or quotation system. The penny stock
rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document
prepared by the SEC, that: (a) contains a description of the
nature and level of risk in the market for penny stocks in both
public offerings and secondary trading; (b) contains a
description of the brokers or dealers duties to the customer and
of the rights and remedies available to the customer with respect
to a violation to such duties or other requirements of securities
laws; (c) contains a brief, clear, narrative description of a
dealer market, including bid and ask prices for penny stocks and
the significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on
disciplinary actions; (e) defines significant terms in the
disclosure document or in the conduct of trading in penny stocks;
and (f) contains such other information and is in such form,
including language, type, size and format, as the SEC shall
require by rule or regulation. The broker-dealer also must
provide, prior to effecting any transaction in a penny stock, the
customer with: (a) bid and offer quotations for the penny stock;
(b) the compensation of the broker-dealer and its salesperson in
the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the
depth and liquidity of the market for such stock; and (d) monthly
account statements showing the market value of each penny stock
held in the customers account. In addition, the penny stock rules
require that prior to a transaction in a penny stock not
otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchasers written
acknowledgment of the receipt of a risk disclosure statement, a
written agreement to transactions involving penny stocks, and a
signed and dated copy of a suitably written statement.
Our Common Stock is a penny stock. The penny stock disclosure
requirements could have the effect of reducing the trading
activity in the secondary market for our Common Stock. Therefore,
if our Common Stock becomes subject to the penny stock rules,
stockholders may have difficulty selling those securities.
Item 10. Recent Sales of Unregistered
Securities.
Information incorporated by reference to Recent Sales of
Unregistered Securities; Use of Proceeds from Registered
Securities under Item 5. Market for Registrants Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity
Securities of the Annual Report.
Item 11. Description of Registrants Securities to be
Registered.
Common Stock
Our authorized capital stock consists of 200,000,000 shares of
Common Stock, par value $0.00001 per share. Our common shares are
quoted on the OTC Markets under the symbol SRUP. Our stock was
listed for quotation on July 28, 2015. The first trade of our
shares occurred on October 31, 2016.
We have 35,763,339 shares of our Common Stock issued and
outstanding as the date of this Current Report and held by two
holders of record.
Holders of our Common Stock are entitled to one vote for each
share in the election of directors and on all matters submitted
to a vote of stockholders. There is no cumulative voting in the
election of directors.
The holders of the Common Stock are entitled to receive
dividends, when and as declared, from time to time, by our board
of directors, in its discretion, out of any assets of the Company
legally available.
Upon the liquidation, dissolution or winding up of the Company,
the remaining assets of the Company available for distribution to
stockholders will be distributed among the holders of Common
Stock, pro rata based on the number of shares of Common Stock
held by each.
Holders of Common Stock generally have no pre-emptive,
subscription, redemption or conversion rights. The outstanding
shares of Common Stock are, when issued, fully paid and
non-assessable.
Pre-emptive Rights
No holder of any shares of our Company stock has pre-emptive or
preferential rights to acquire or subscribe for any unissued
shares of any class of stock or any unauthorized securities
convertible into or carrying any right, option or warrant to
subscribe for or acquire shares of any class of stock not
disclosed herein.
Non-cumulative Voting
Holders of shares of our Common Stock do not have cumulative
voting rights, which means that the holders of more than 50% of
the outstanding shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose and,
in such event, the holders of the remaining shares will not be
able to elect any of our directors.
Preferred Stock
We have an authorized class of preferred stock consisting of
100,000,000 shares of preferred stock with par value of $0.00001.
No shares of preferred stock are currently issued and
outstanding.
Dividend Policy
As of the date of this prospectus, we have not declared or paid
any cash dividends to stockholders. The declaration of any future
cash dividend will be at the discretion of our Board of Directors
and will depend upon our earnings, if any, our capital
requirements and financial position, our general economic
conditions and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable
future, but rather to reinvest earnings in our business
operations.
Share Purchase Warrants and Options
As of the date of this Prospectus there are no share purchase
warrants or options issued and outstanding.
Convertible Securities
We have not issued any securities convertible into shares of our
Common Stock or granted any rights convertible or exchangeable
into shares of our Common Stock.
Rule 144 Restrictions on Resale
Prior to the Agreement with Healthicity, we were considered a
shell company within the meaning of Rule 12b-2 under the Exchange
Act, in that we currently have nominal operations and nominal
assets other than cash. Rule 144 promulgated under the Securities
Act, which permits the resale of the shares of Common Stock,
subject to various terms and conditions, is not available until
one year has elapsed since the filing of this Form 8-K containing
Form 10 information and only if we are current in meeting our SEC
filing requirements. As a result, your ability to sell your
shares may be limited.
Anti-Takeover Provisions
Stockholders rights and related matters are governed by Nevada
corporate law, our articles of incorporation and our bylaws.
Certain provisions of the Nevada Revised Statutes may discourage
or have the effect of delaying or deferring potential changes in
control of the Company. The cumulative effect of these terms may
be to make it more difficult to acquire and exercise control of
the Company and to make changes in management. Furthermore, these
provisions may make it more difficult for stockholders to
participate in a tender or exchange offer for Common Stock and in
so doing may diminish the market value of the Common Stock.
One of the effects of the existence of authorized but unissued
shares of our Common Stock may be to enable our board of
directors to render it more difficult or to discourage an attempt
to obtain control of the Company and thereby protect the
continuity of or entrench our management, which may adversely
affect the market price of our Common Stock. If in the due
exercise of its fiduciary obligations, for example, our board of
directors were to determine that a takeover proposal were not in
the best interests of the Company, such shares could be issued by
the board of directors without stockholder approval in one or
more private placements or other transactions that might prevent
or render more difficult or make more costly the completion of
any attempted takeover transaction by diluting voting or other
rights of the proposed acquirer or insurgent stockholder group,
by creating a substantial voting bloc in institutional or other
hands that might support the position of the incumbent board of
directors, by effecting an acquisition that might complicate or
preclude the takeover, or otherwise.
Our bylaws provide that special meetings of stockholders may be
called only by our board of directors, the chairman of the board,
or our president, or as otherwise provided under Nevada law.
Stock Transfer Agent
Our stock transfer agent is:
Action Stock Transfer Corporation
2469 E. Fort Union Blvd., Suite 214
Salt Lake City, UT 84121
Telephone: (801) 274-1088 Fax: (801) 274-1099
www.actionstocktransfer.com
Email:mailto:[email protected]
Item 12. Indemnification of Directors and
Officers.
Our Articles of Incorporation and Bylaws provide that we will
indemnify an officer, director, or former officer or director, to
the full extent permitted by law. We have been advised that in
the opinion of the Commission indemnification for liabilities
arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors,
officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of
our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We
will then be governed by the court’s decision.
Item 13. Financial Statements and Supplementary
Data.
Incorporated by reference to Item 8. Financial Statements and
Supplementary Data of the Annual Report and Item 1. Financial
Statements of the February 28, 2017 Form 10-Q.
Item 14. Changes in and Disagreements with Accountants on
Accounting Financial Disclosure.
Information incorporated by reference to Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure of the Annual Report.
Item 15. Financial Statements and Exhibits.
As noted above, the Companys financial statements are
incorporated by reference to Item 8. Financial Statements and
Supplementary Data of the Annual Report and Item 1. Financial
Statements of the February 28, 2017 Form 10-Q.
Exhibits that would be required by this item are incorporated by
reference Item 15. Exhibits, Financial Statement Schedules of the
Annual Report, and Item 9.01. Financial Statements and Exhibits
of the Companys May 2, 2017 Form 8-K and May 12, 2017 Form 8-K.
About SIRRUS CORP. (OTCMKTS:SRUP)
Sirrus Corp. is a shell company. The Company is engaged in the business of designing, marketing and distributing electronic cigarettes (e-cigarette) in East Africa. As of May 31, 2016, the Company had not generated any revenues. It focuses on securing retail distribution in Kenya and East African markets with retailers and distributors. SIRRUS CORP. (OTCMKTS:SRUP) Recent Trading Information
SIRRUS CORP. (OTCMKTS:SRUP) closed its last trading session 00.0000 at 0.0715 with shares trading hands.
