UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-Q/A

(Amendment
No. 1)



(Mark
One)



|[X] | QUARTERLY REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | -------------------------------------------------------------------------------------------
|    |                                                                                            
|    | For the quarterly
    period ended January 31, 2020                                        



Or



|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------
|     |                                                                                             
|     | For the transition period from _______________________
    to ___________________           



Commission
File Number 001-34106



VERUS
INTERNATIONAL, INC.

(Exact
name of registrant as specified in its charter)



|Delaware                                                              |  | 11-3820796                              
|--------------------------------------------------------------------- |  | ----------------------------------------
|(State of incorporation)                                              |  | (I.R.S. Employer
    Identification No.)
|                                                                      |  |                                         
|9841
        Washingtonian Blvd #390
        Gaithersburg,
        MD |  | 20878                                   
|(Address of principal
    executive offices)                          |  | (Zip Code)                              



Registrant’s
telephone number, including area code: (301) 329-2700



Securities
registered pursuant to Section 12(b) of the Act: None.



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 the filing requirements for the past 90 days.

[X]
Yes [  ] No



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

[X]
Yes [  ] No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer [  ] | Accelerated filer [  ]       
|---------------------------- | -----------------------------
|Non-accelerated filer [X]    | Smaller reporting company [X]
|                             | Emerging growth company [  ] 



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

[  ]
Yes [X] No



As
of May 18, 2020 there were 2,468,001,381 shares of the issuer’s common stock,
$0.000001 par value per share, issued.


















EXPLANATORY
NOTE



Verus
International, Inc. (the “Company,” “we,” “us,” “our” or “Verus”)
is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the
three months ended January 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “Commission”)
on April 29, 2020 (the “Original 10-Q”). The purpose of this Amendment is to add this additional disclosure of the
Company’s reliance on the March 4, 2020 order issued by the Commission under Section 36 (Release No. 34-88318) of the Securities
Exchange Act of 1934 (“Exchange Act”) granting exemptions from specified provisions of the Exchange Act and certain
rules thereunder (the “Order”), as a result of the novel coronavirus (“COVID-19”) pandemic, to file the
Company’s Original 10-Q when originally due on March 16, 2020.



The
Company was not able to file its Original 10-Q by the original due date as a result of disruptions caused by the COVID-19 pandemic,
as a significant portion of the Company’s business operations are located in the United
Arab Emirates (“UAE”) including certain of its key personnel responsible for assisting the Company in the preparation
of its financial statements. As a result of the travel and work restrictions stemming from the COVID-19 pandemic, the Company
was unable to obtain financial records that it needed from its UAE based operations to permit the Company to file a timely and
accurate Original 10-Q by the prescribed date without undue hardship and expense to the Company.



In
addition, new certifications of our principal executive officer and principal financial officer are attached, each as of the filing
date of this Amendment. This Amendment does not amend or otherwise update any other information in the Original 10-Q. Accordingly,
this Amendment should be read in conjunction with the Original 10-Q.



2







Item
6. Exhibits.



|Exhibit
    Number |  | Description                                                                                                                                                                     
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                 
|31.1*              |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2*              |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1*              |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                              
|32.2*              |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                              
|101.INS**          |  | XBRL Instance 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                                                                                                                      
|101.SCH**          |  | XBRL Taxonomy Extension
    Schema Document                                                                                                                                     



*
Filed herewith.

**
Previously filed.



3







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.



| | Verus
    International, Inc.                                           
| | ------------------------------------------------------------------------
| |                                                                         
| | /s/
    Anshu Bhatnagar                                                 
| | Anshu Bhatnagar                                                         
| | Chief Executive Officer (Principal Executive
    Officer)               
| | May 22, 2020                                                            
| |                                                                         
| | /s/
    Christopher Cutchens                                            
| | Christopher Cutchens                                                    
| | Chief Financial Officer (Principal Financial
    and Accounting Officer)
| | May 22, 2020                                                            



4