VRUS Verus International Inc (CE)

SCHEDULE 13D

SCHEDULE 13D

This Schedule 13D relates to the Common Stock, $.000001 par value per Share (the “Common Stock”) of Verus International, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 9841 Washingtonian Blvd., Suite 390, Gaithersburg, MD 20878.

(a) – (c). This statement is filed by a New York limited liability company, ARJ Consulting, LLC (“ARJ”) whose principal office is at 1188 Willis Avenue, #821, Albertson, NY 11507 and by Andrew C. Garnock, an individual with a business address at 1188 Willis Avenue, #821, Albertson, NY 11507 (“Garnock”), who is the sole member and sole manager of ARJ. By virtue of such status, Garnock is deemed to beneficially own all of ARJ’s shares of Common Stock. Additionally, Garnock owns 23,000,000 shares of Common Stock in his individual capacity, and his wife, Rochelle Rabenou – Garnock, owns 146,068 shares of Common Stock in her individual capacity. Both ARJ and Garnock are in the business of managing their own investments.

(d) – (f). Neither ARJ nor any principal thereof, has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The source of funds used for the purchase of the Issuer’s Common Stock in the within-described Transaction was the corporate funds of ARJ. The aggregate funds used by ARJ to make the purchase were approximately $1,750,000. Garnock used personal funds to acquire the 23,000,000 shares of Issuer Common Stock owned by him individually, and his wife used her personal funds to acquire the 146,068 shares of Issuer Common Stock owned by her.

ARJ previously reported its acquisition of a significant position in the Issuer’s Common Stock (“Transaction”) in a Schedule 13D filing, dated February 8, 2019. The within report is necessitated by amendments to and exercise of certain of the documents and instruments described in such filing, as well as a new subscription for shares of Common Stock made by ARJ. The Transaction was made pursuant to a Securities Purchase Agreement (“SPA”), dated February 8, 2019, a Convertible Promissory Note (“Note”) of even date, a Warrant (“Warrant”) of even date and a Registration Rights Agreement (“RRA”) of even date, all by and between the same parties. ARJ is not acting as part of a “group” as defined under Rule 13d-5(b). The SPA contains no arrangements granting ARJ any rights of representation on or election to Issuer’s board of directors. All calculations herein specifically exclude 500,000,000 shares of Common Stock issuable upon exercise of the Warrant which contains a prohibition on exercise based upon stock ownership which is waivable by the holder of the Warrant.  

On May 30, 2019, the Note was amended by letter agreement (“Letter Agreement”) to provide for a fixed exercise price of $.0025 per share, and such Note was exercised in full by ARJ on such date resulting in the issuance of 512,333,333 shares of Common Stock. Also on May 30, 2019, the Warrant was amended by such Letter Agreement to provide that it is exercisable as to an aggregate of 500,000,000 shares of Issuer Common Stock, not the original amount of 925,925,925 shares. The RRA was also amended on such date to provide for, among other things, an extension of time within which the Company has to file one (1) or more registration statements. Finally, on May 30, 2019, ARJ and the Company also entered into a new Securities Purchase Agreement (“New SPA”), pursuant to which ARJ purchased an aggregate of 41,666,666 shares of Common Stock for an aggregate consideration of $500,000.00

The foregoing descriptions of the New SPA, Letter Agreement and Amendment to the RRA are qualified in their entirety by reference to the full text of such documents which are attached as Exhibits 99.1 through 99.3 hereto and are incorporated herein by this reference.

Neither ARJ nor Garnock does, at present, seek control of the Issuer and ARJ has acquired the Common Stock for investment purposes. In pursuing such investment purposes, ARJ may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as it deems advisable to benefit from changes in market prices of the Common Stock, changes in the Issuer’s operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, ARJ routinely monitors the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, its liquidity requirements and other investment considerations. Consistent with its investment research methods and evaluation criteria, ARJ may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, ARJ’s modifying its ownership of the Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

ARJ and Garnock each reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to its investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose of all or part of the Common Stock beneficially owned by them, in the public market or privately negotiated transactions. ARJ and Garnock may, at any time reconsider and change its plans or proposals relating to the foregoing.

(a) and (b). At present, the Issuer’s authorized common stock consists of 7,500,000,000 shares of common stock, par value of $.000001 per share, and certain preferred shares. ARJ owns an aggregate of 577,146,067, which consists of 553,999,999 shares owned by ARJ itself, 23,000,000 owned by Andrew Garnock individually and 146,068 shares owned by Andrew Garnock’s wife. Garnock shares voting control over ARJ’s shares with ARJ. He retains sole dispositive and voting power over the 23,000,000 shares of Common Stock owned by him, and his wife retains sole voting and dispositive power over the 146,068 shares of Common Stock owned by her.

(c) In the 60 days prior to this filing, neither ARJ nor Garnock has acquired any Issuer Common Stock in the open market.

(d) and (e) Not applicable.

Neither ARJ nor Garnock has any understandings, arrangements, relationships or contracts relating to the Issuer’s Common Stock which have not been described above.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.