-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDw44kPjDtEMz1NAucoM5PIsEJCzI05ALwr9ggLOWKfDkk/8sO8xJGtl+mbUVxR1 NP1o0ONGJzT5b7Bzb0XSgw== 0001116502-02-000122.txt : 20020414 0001116502-02-000122.hdr.sgml : 20020414 ACCESSION NUMBER: 0001116502-02-000122 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIRUS TELECOM INC CENTRAL INDEX KEY: 0001098307 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 980212763 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60551 FILM NUMBER: 02525581 BUSINESS ADDRESS: STREET 1: 43-06 MAIN STREET CITY: FLUSHING STATE: NY ZIP: 00000 BUSINESS PHONE: 6046893355 MAIL ADDRESS: STREET 1: 43-06 MAIN STREET CITY: FLUSHING STATE: NY ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL ONE VENTURES CORP DATE OF NAME CHANGE: 19991103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAHADOORSINGH MAHASE CENTRAL INDEX KEY: 0001137309 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11871 HORSESHOE WAY STREET 2: RICHMOND BRITISH COLUMBIA CITY: CANADA V7A 5H5 BUSINESS PHONE: 6042411678 MAIL ADDRESS: STREET 1: 11871 HORSESHOE WAY STREET 2: RICHMOND BRITISH COLUMBIA CITY: CANADA V7A 5H5 SC 13D/A 1 hansa-sc13da.txt SCHEDULE 13D/A - HANSA CAPITAL SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1 )1 CIRUS TELECOM, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 172 76K 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) Hansa Capital Corp. Mahase Bahadoorsingh Suite 1107 11871 Horseshoe Way Richmond, British Columbia, Canada V7A 5H586-5247 604-241-1678 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 22, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - -------- 1. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) (Continued on following pages) (Page 1 of 5 Pages) - -------------------------------------------------------------------------------- CUSIP No. 17276K 10 6 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Hansa Capital Corp. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Not applicable - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 1,500,000 shares of common stock. -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,500,000 shares of common stock. -------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 shares of common stock. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.52% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 17276K 10 6 13D Page 3 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Mahase Bahadoorsingh I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Not applicable - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 1,500,000 shares of common stock. -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,500,000 shares of common stock. -------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 shares of common stock. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.52% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 4 of 5 Pages Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13D relates to shares of the common stock, par value $.0001 per share ("Common Stock"), of Cirus Telecom, Inc., a Delaware corporation (formerly Capital One Ventures Corp.) (the "Company"). The Company has its principal executive office at 705 Bronx River Road, Suite 100, Yonkers, New York 10704. Item 2. Identity and Background. No Change. Item 3. Source and Amount of Funds or Other Consideration. Not Applicable. Item 4. Purpose of Transaction. Hansa Capital Corp. ("Hansa") and Mr. M. Bahadoorsingh surrendered 8,500,000 shares of Common Stock to the Company pursuant to the Return To Treasury Agreement between Company and Hansa, dated January 22, 2002. The purpose of the transaction was to (i) improve the capital structure of the Company; and (ii) fulfill a condition subsequent to the execution of the Agreement and Plan of Merger between the Company and THC Internet Solutions, Inc., and certain shareholders, dated January 22, 2002. Item 5. Interest in Securities of the Issuer. Under the rules and regulations of the Securities and Exchange Commission, Hansa and Mr. M. Bahadoorsingh each beneficially owned 1,000,000 shares of common stock, representing 1.52% of the outstanding shares of common stock of the Company as of January 22, 2002. The percentage of outstanding shares of common stock is computed based on 98,646,035 shares of common stock outstanding as of January 22, 2002. Except for the transactions described herein, neither Hansa nor Mr. M. Bahadoorsingh has any plans, arrangements or agreements for the acquisition or issuance of additional shares of the Company's common stock or other securities convertible into equity securities of the Company. On January 22, 2002, Hansa and Mr. M. Bahadoorsingh ceased to be the beneficial owners of more than 5% of the Common Stock of the Company. Page 5 of 5 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. 1. Agreement and Plan of Merger by and among Capital One Ventures Corp., a Delaware corporation, Capital One Acquisition Corp., a Delaware corporation, DMS Acquisitions Corp., a Delaware corporation, Universal Network Solutions, Inc., a Delaware corporation, 9278 Communications, Inc., a Delaware corporation, Hansa Capital Corp., a corporation formed under the laws of the Province of British Columbia, and Amar Bahadoorsingh (incorporated by reference to Exhibit 1 to Schedule 13D filed March 2, 2001) 2. Return To Treasury Agreement between the Company and Hansa, dated January 22, 2002. SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate. January 30, 2002 HANSA CAPITAL CORP. By:/s/ MAHASE BAHADOORSINGH ------------------------ Mahase Bahadoorsingh, President /s/ MAHASE BAHADOORSINGH -------------------------- Mahase Bahadoorsingh EX-2 3 hansa-ex2.txt RETURN TO TREASURY AGREEMENT Exhibit 2 RETURN TO TREASURY AGREEMENT THIS AGREEMENT is made as of the 22nd day of January, 2002 BETWEEN: CIRUS TELECOM, INC., a body corporate formed pursuant to the laws of the State of Delaware and having an office for business located at 4306 Main Street, Flushing, New York 11355 (the "Company") AND: HANSA CAPITAL CORP, a body corporate formed pursuant to the laws of the Province of British Columbia, and significant shareholder of the Company (the "Shareholder"). WHEREAS: A. The Shareholder is the registered and beneficial owner of 10,00,000 shares of the Company's common stock. B. The Company has negotiated the acquisition by the Company by way of merger of THC Internet Solutions, Inc. C. As a condition to the aforementioned merger, the Shareholder has agreed to return 8,500,000 shares of the Company's common stock (the "Surrendered Shares") held by it to the treasury of the Company for the sole purpose of the Company retiring the Surrendered Shares. NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and sum of $1.00 now paid by the Company to the Shareholder, the receipt and sufficiency whereof is hereby acknowledged, the parties hereto hereby agree as follows: Surrender of Shares 1. The Shareholder hereby surrenders to the Company the Surrendered Shares by delivering to the Company herewith a share certificate or certificates representing the Shares, duly endorsed for transfer in blank, signatures medallion guaranteed. The Company hereby acknowledges receipt from the Shareholder of the certificates for the sole purpose of retiring the Surrendered Shares. Retirement of Shares 2. The Company agrees, subject to section 3 hereof, to forthwith after the closing of that certain Agreement and Plan of Merger entered into by, inter alia, the Company and THC Internet Solutions, Inc., to retire the Surrendered Shares pursuant to ss.243 of the Delaware General Corporation Law. Condition Precedent 3. Notwithstanding any other provision herein, in the event that the transactions contemplated by that certain Agreement and Plan of Merger entered into by, inter alia, the Company and THC Internet Solutions, Inc. do not close on or before the deadline set forth is said Agreement and Plan of Merger, this Agreement shall terminate and the Company shall forthwith return to the Shareholder the certificates representing the Surrendered Shares. Representations and Warranties 4. The Shareholder represents and warrants to the Company that it is the owner of the Surrendered Shares and that it has good and marketable title to the Surrendered Shares and that the Surrendered Shares are free and clear of all liens, security interests or pledges of any kind whatsoever. General 5. Each of the parties will execute and deliver such further and other documents and do and perform such further and other acts as any other party may reasonably require to carry out and give effect to the terms and intention of this Agreement. 6. Time is expressly declared to be the essence of this Agreement. 7. The provisions contained herein constitute the entire agreement among the Company and the Shareholder respecting the subject matter hereof and supersede all previous communications, representations and agreements, whether verbal or written, among the Company and the Shareholder with respect to the subject matter hereof. 8. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 9. This Agreement is not assignable without the prior written consent of the parties hereto. 10. This Agreement may be executed in counterparts, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Agreement. Delivery of executed copies of this Agreement by telecopier will constitute proper delivery, provided that originally executed counterparts are delivered to the parties within a reasonable time thereafter. IN WITNESS WHEREOF the parties have executed this Agreement effective as of the day and year first above written. CIRUS TELECOM, INC. /s/ Amar Bahadoorsingh, President --------------------------------- HANSA CAPITAL CORP. /s/ Mahase Bahadoorsingh, President ----------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----