U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly
period ended:
OR
For the transition period from _______to _______
Commission File
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(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation or organization) |
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(
(Issuer’s telephone number including area code)
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| None | N/A | N/A |
Check whether
the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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
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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
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐ |
| Smaller reporting company | |
| 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 ☐
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State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date. As of August 25, 2023, there were common shares outstanding.
Arax Holdings Corp.
CONTENTS
2
PART 1 – FINANCIAL INFORMATION
Item 1. – Financial Statements
ARAX HOLDINGS CORP.
CONDENSED BALANCE SHEETS
| July 31, | October 31, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Accounts receivable | ||||||||
| Long term investments | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accrued expenses | $ | $ | ||||||
| Derivative Liabilities | ||||||||
| Due to related party | ||||||||
| Gain or loss | ||||||||
| Total current liabilities | ||||||||
| Long term Liabilities | ||||||||
| Convertible Notes | ||||||||
| Related party notes | ||||||||
| Total long term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred Stock Series A, par value $, shares authorized, shares issued and outstanding as of August 25, 2023 and October 31, 2022 | ||||||||
| Common stock, Par Value $, shares authorized, issued and outstanding as of July 31, 2023 and issued and outstanding as of July 31, 2022 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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ARAX HOLDINGS CORP.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | |
$ | $ | $ | |||||||||||
| Operating expenses: | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Development expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expense): | ( |
) | ||||||||||||||
| Income (loss) before provision for income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net income (loss) per common share, basic and diluted | $ |
|
) ) |
$ |
|
$ |
|
$ |
|
|||||||
| Weighted average shares outstanding, basic and diluted |
|
|
|
|
||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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ARAX HOLDINGS CORP.
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE, SIX AND NINE MONTHS ENDED JUY 31, 2023 AND 2022
(unaudited)
| Additional | Total | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, October 31, 2022 | $ | $ | $ | $ | ( |
) | $ | ( |
||||||||||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||||||||||
| Balance, January 31, 2023 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Net loss | ( |
) | ||||||||||||||||||||||||||
| Balance, April 30, 2023 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
| Net loss | ||||||||||||||||||||||||||||
| Balance, July 31, 2023 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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ARAX HOLDINGS CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
| Nine Months Ended July 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Expenses paid directly by related party | ||||||||
| Accounts receivable | ( |
) | ||||||
| Increase in operating liabilities: | — | |||||||
| Accounts payable and accrued expenses | ||||||||
| Cash used in operating activities | ( |
) | ||||||
| Cash flows from investing activities: | ||||||||
| Long-term investments | ( |
) | ||||||
| Cash provided by investing activities | ( |
) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from related party notes | ||||||||
| Additional paid in capital | ||||||||
| Common Stock | ||||||||
| Cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ||||||||
| Cash, beginning of period | ( |
) | ||||||
| Cash, end of period | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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ARAX HOLDINGS CORP.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2023 AND 2022
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Arax
Holdings Corp. (the “Company”, “we”, “our” or “us”) was incorporated under the
laws of the State of
The Company currently has no operations from a continuing business other than the expenditures related to running the Company and currently has no revenue from continuing operations.
Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our executives have experience in business consulting, although no assurances can be given that they can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and presented in accordance with accounting principles generally accepted in the United States of America (US GAAP).
The accompanying balance sheet at October 31, 2022, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements as of July 31, 2023 and for the three, six and nine months ended July 31, 2023 and 2022 have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2022 as filed with the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed financial statements. The condensed financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three six and nine months ended July 31, 2023 are not necessarily indicative of the results that may be expected for the year ending October 31, 2023 or any future periods.
Going Concern
The accompanying
financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these
financial statements. The Company has incurred operating losses since its inception. As of July 31, 2023, the Company had a working
capital equity of $
Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by a company related to its Chairman, Michael Pieter Loubser. The Company will be required to continue to rely on this entity until its operations become profitable.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
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Cash and cash equivalents
The Company
considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
The Company has
Stock-based Compensation
The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company has and shares issuable upon the conversion of preferred stock that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for the three six and nine months ended July 31, 2023 and 2022, respectively.
NOTE 3 – EQUITY
The Company has authorized shares of $ par value, preferred stock. As of July 31, 2023 and October 31, 2022 there were shares of preferred stock issued and outstanding.
The Company has authorized shares of $ par value, common stock. As of July 31, 2023 there were shares of common stock, and October 31, 2022 there were shares of common stock issued and outstanding.
The Company
issued common stock during the nine month period ended July 31, 2023 and common stock during the nine month period
ended July 31, 20222.
Preferred Stock
On March 31,
2021 the Company issued shares of Series A Preferred Stock with a par value of $. The Series A shares are convertible
into common stock on a
NOTE 4 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments of July 31, 2023 and October 31, 2022.
COVID-19
On March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic has had a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries now lifted policies that were intended to stop or slow the further spread of the disease.
There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations.
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NOTE 5 – ADVANCES FROM RELATED PARTY
An entity controlled
by the Company’s Chairman has advanced an aggregate of $
NOTE 6 – SUBSEQUENT EVENTS
In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to July 31, 2023, to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Arax Holdings Corp. (the “Company”, “we”, “our” or “us”) was incorporated under the laws of the State of Nevada on February 23, 2012. Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations.
Plan of Operation
The Company has operations from a continuing business providing software and logistics services to a company in South Africa. The Company intends to develop this relationship while expanding in other areas of the world. The Company has acquired financial licenses in Switzerland under the entity Cilandro and is currently working to provide Central Business Digital Currencies for various entities worldwide. The Company will continue to develop software solutions that work exclusively on the Core Blockchain to maximize its potential for revenue generation in this new technology released in May of 2022. The Company has entered into consulting and design agreements from continuing business and is in the process of evaluating additional acquisitions of software technologies.
Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.
Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.
As of the date of this Report, our management has completed the acquisition of certain technologies and software businesses including the Core Business Holdings Group and Cilandro. These businesses, technology and any other target business that are selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.
We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.
We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.
Limited Operating History; Need for Additional Capital
We cannot guarantee we will be successful in our business operations. We have not generated any revenue since inception. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.
If we are unable to meet our needs for cash from either our operations or possible alternative sources, then we may be unable to develop our operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
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Going Concern
The independent registered public accounting firm auditors’ report on our October 31, 2022 financial statements expressed an opinion that our capital resources as of the date of their Audit Report were not sufficient to sustain operations or complete our planned activities for the upcoming year. Our current lack of cash and limited resources raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional funds, we may no longer be able to continue as a going concern and will cease operation which means that our shareholders will lose their entire investment.
Critical Accounting Principles
The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. We have not identified any critical accounting policies.
Result of Operations
Three Months Ended July 31, 2023 Compared to the Three Months Ended July 31, 2022
We had $226,886.00 of revenue during the three months ending July 31, 2023 and no revenue for the three months ending July 31, 2022. We anticipate generating additional revenues during the current fiscal year ended October 31, 2023. Our net income for the three month period ended July 31, 2023 was $401,460.66 and a net loss of $11,122 for July 31, 2023.
Our general and administrative expenses consist of professional fees and other costs incurred in connection with maintaining the Company’s filings with the Securities and Exchange Commission and the payment of vendors associated with the issuance and trading of the Company’s securities, such as transfer agent fees. Consulting, software R & D, marketing and business development fees. These expenses were $2,564,715 and $11,122 for the three month periods ended July 31, 2023 and 2022, respectively.
Nine Months Ended July 31, 2023 Compared to the Nine Months Ended July 31, 2022
We had $682,289.79 of revenue during the nine months ending July 31, 2023 and no revenue during the nine months ending July 31,2022. We anticipate generating additional revenues during the current fiscal year ended October 31, 2023. Our net losses for the nine month period ended July 31, 2023 and 2022 were $3,303,089 and $47,785 respectively.
Our general and administrative expenses consist of professional fees and other costs incurred in connection with maintaining the Company’s filings with the Securities and Exchange Commission and the payment of vendors associated with the issuance and trading of the Company’s securities, such as transfer agent fees. Consulting, marketing and business development fees. These expenses were $3,985,379 and $47,785 for the nine month periods ended July 31, 2023 and 2022, respectively
Liquidity and Capital Resources
Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. It is likely we will need additional capital as a condition of continuing development of the software platforms. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.
Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the sensitivity of income or loss to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in any substantive commercial business. Accordingly, the risks associated with foreign exchange rates, commodity prices, and equity prices are not significant. Our debt obligations contain interest rates that are fixed and we do not enter into derivatives or other financial instruments for trading or speculative purposes.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
As of July 31, 2023 being the end of the period covered by this Report, we carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” and “internal control over financial reporting” as of the end of the period covered by this Quarterly Report.
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”), pursuant to Rule 13a- 15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, due to material weaknesses in our control environment and financial reporting process.
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Our management, including our principal executive officer and principal financial officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision- making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
(b) Management’s Quarterly Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Internal control over financial reporting is a process designed 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 and includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Based on our evaluation under the framework described above, as of July 31, 2023, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:
1) The Company does not have sufficient segregation of duties within accounting functions due to its limited staff and limited resources;
2) The Company does not have an independent board of directors or an audit committee;
3) The Company does not have written documentation of our internal control policies and procedures; and
4) All of the Company’s financial reporting is conducted by a financial consultant.
A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.
(c) Change in Internal Control over Financial Reporting
There were no significant changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our second fiscal quarter that could materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1a. Risk Factors
We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.
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.
Item 6. Exhibits
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 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 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Arax Holdings Corp | ||
| (Registrant) | ||
| Date: September 22, 2023 | By: | /s/ Michael Loubser |
Michael Loubser, Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Christopher Strachan | |
| Christopher Strachan, Chief Financial Officer (Principal Financial Officer) | ||
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EXHIBIT 31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)
(as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
I, Michael Loubser, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Arax Holdings 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 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 controls 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 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 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. | |
| Dated: September 22, 2023 | By: | /s/ Michael Loubser |
Michael Loubser, Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)
(as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
I, Christopher Strachan, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Arax Holdings 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 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 controls 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 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 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. | |
| Dated: September 22, 2023 | By: | /s/ Christopher Strachan |
Christopher Strachan, Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the Quarterly Report of Arax Holdings Corp. (the “Company”) on Form 10-Q for the quarter ended July 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), Michael Loubser, Chief Executive Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:
| (1) | 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 the Company. | ||
| September 22, 2023 | /s/ Michael Loubser | ||
| Name: Michael Loubser | |||
| Title: Chief Executive Officer (Principal Executive Officer) | |||
[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.]
EXHIBIT 32.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the Quarterly Report of Arax Holdings Corp. (the “Company”) on Form 10-Q for the quarter ended July 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), Christopher Strachan, Chief Financial Officer and Principal Financial and Accounting Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:
| (1) | 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 the Company. | ||
| September 22, 2023 | /s/ Christopher Strachan | ||
| Christopher Strachan, Chief Financial Officer (Principal Financial and Accounting Officer) | |||
[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.]
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
Jul. 31, 2023 |
Oct. 31, 2022 |
|---|---|---|
| Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 950,000,000 | 950,000,000 |
| Common stock, shares, issued | 117,570,915 | 10,335,294 |
| Common stock, shares, outstanding | 117,570,915 | 10,335,294 |
| Series A Preferred Stock [Member] | ||
| Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | 10,000,000 | 10,000,000 |
| Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jul. 31, 2023 |
Jul. 31, 2022 |
Jul. 31, 2023 |
Jul. 31, 2022 |
|
| Income Statement [Abstract] | ||||
| Revenue | $ 228,518 | $ 682,290 | ||
| Operating expenses: | ||||
| Administrative expenses | 379,295 | 11,122 | 831,237 | 47,785 |
| Development expenses | 2,185,420 | 3,154,142 | ||
| Total operating expenses | 2,564,715 | 11,122 | 3,985,379 | 47,785 |
| Income (loss) from operations | (2,336,197) | (11,122) | (3,303,089) | (47,785) |
| Other income (expense): | 334,743 | (750) | ||
| Income (loss) before provision for income taxes | (2,001,454) | (11,122) | (3,303,839) | (47,785) |
| Provision for income taxes | ||||
| Net income (loss) | $ (2,001,454) | $ (11,122) | $ (3,303,839) | $ (47,785) |
| Net income (loss) per common share, basic | $ (0.04) | $ (0.00) | $ (0.06) | $ (0.00) |
| Net income (loss) per common share, diluted | $ (0.01) | $ (0.00) | $ (0.02) | $ (0.00) |
| Weighted average shares outstanding, basic | 51,295,583 | 10,335,294 | 51,295,583 | 10,335,294 |
| Weighted average shares outstanding, diluted | 151,295,583 | 110,335,294 | 151,295,583 | 110,335,294 |
CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT (unaudited) - USD ($) |
Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|---|
| Beginning balance, value at Oct. 31, 2022 | $ 10,000 | $ 10,335 | $ 684,046 | $ (879,006) | $ (174,625) |
| Ending balance, value at Jan. 31, 2023 | 10,000 | $ 10,335 | 758,562 | (1,920,461) | (1,141,564) |
| Net loss (in shares) | |||||
| Net loss | 74,516 | (1,041,455) | (966,939) | ||
| Ending balance (in shares) at Jan. 31, 2023 | 10,000,000 | 10,335,924 | |||
| Beginning balance (in shares) at Oct. 31, 2022 | 10,000,000 | 10,335,924 | |||
| Ending balance, value at Apr. 30, 2023 | $ 10,000 | $ 109,459 | 20,674,801 | (2,203,297) | 18,590,963 |
| Net loss (in shares) | 99,123,258 | ||||
| Net loss | $ 99,124 | 19,916,239 | (282,836) | 19,732,527 | |
| Ending balance (in shares) at Apr. 30, 2023 | 10,000,000 | 109,459,182 | |||
| Beginning balance (in shares) at Jan. 31, 2023 | 10,000,000 | 10,335,924 | |||
| Ending balance, value at Jul. 31, 2023 | $ 10,000 | $ 117,571 | 23,477,806 | (4,204,751) | 19,400,626 |
| Net loss (in shares) | 8,111,733 | ||||
| Net loss | $ 8,112 | $ 2,803,005 | $ 2,001,454 | $ 810 | |
| Ending balance (in shares) at Jul. 31, 2023 | 10,000,000 | 117,570,915 | |||
| Beginning balance (in shares) at Apr. 30, 2023 | 10,000,000 | 109,459,182 |
CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) |
9 Months Ended | |
|---|---|---|
Jul. 31, 2023 |
Jul. 31, 2022 |
|
| Cash flows from operating activities: | ||
| Net loss | $ (3,303,839) | $ (47,785) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Expenses paid directly by related party | 36,663 | |
| Accounts receivable | (680,658) | |
| Increase in operating liabilities: | ||
| Accounts payable and accrued expenses | 73,363 | 11,122 |
| Cash used in operating activities | (3,911,134) | |
| Cash flows from investing activities: | ||
| Long-term investments | (18,818,285) | |
| Cash provided by investing activities | (18,818,285) | |
| Cash flows from financing activities: | ||
| Proceeds from related party notes | ||
| Additional paid in capital | 22,785,154 | |
| Common Stock | 107,236 | |
| Cash provided by financing activities | 22,892,390 | |
| Net increase (decrease) in cash | 162 | |
| Cash, beginning of period | (32,453) | |
| Cash, end of period | $ 130 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
9 Months Ended |
|---|---|
Jul. 31, 2023 | |
| Accounting Policies [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Arax Holdings Corp. (the “Company”, “we”, “our” or “us”) was incorporated under the laws of the State of Nevada on February 23, 2012.
The Company currently has no operations from a continuing business other than the expenditures related to running the Company and currently has no revenue from continuing operations.
Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our executives have experience in business consulting, although no assurances can be given that they can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
|---|---|
Jul. 31, 2023 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and presented in accordance with accounting principles generally accepted in the United States of America (US GAAP).
The accompanying balance sheet at October 31, 2022, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements as of July 31, 2023 and for the three, six and nine months ended July 31, 2023 and 2022 have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2022 as filed with the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed financial statements. The condensed financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three six and nine months ended July 31, 2023 are not necessarily indicative of the results that may be expected for the year ending October 31, 2023 or any future periods.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. The Company has incurred operating losses since its inception. As of July 31, 2023, the Company had a working capital equity of $19,400,626 and an accumulated deficit of $4,204,751.
Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by a company related to its Chairman, Michael Pieter Loubser. The Company will be required to continue to rely on this entity until its operations become profitable.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Cash and cash equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.
Stock-based Compensation
The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company has and shares issuable upon the conversion of preferred stock that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for the three six and nine months ended July 31, 2023 and 2022, respectively.
|
EQUITY |
9 Months Ended |
|---|---|
Jul. 31, 2023 | |
| Equity [Abstract] | |
| EQUITY | NOTE 3 – EQUITY
The Company has authorized shares of $ par value, preferred stock. As of July 31, 2023 and October 31, 2022 there were shares of preferred stock issued and outstanding.
The Company has authorized shares of $ par value, common stock. As of July 31, 2023 there were shares of common stock, and October 31, 2022 there were shares of common stock issued and outstanding.
The Company issued common stock during the nine month period ended July 31, 2023 and common stock during the nine month period ended July 31, 20222. This common stock represented the acquisition of the Core Business Holdings of which 90,215,096 shares of common stock was issued and 4,870,134 to be issued. The remainder of the common stock issued represented the conversion of the convertible notes the Company had issued in the nine months ending July 31, 2023
Preferred Stock
On March 31, 2021 the Company issued shares of Series A Preferred Stock with a par value of $. The Series A shares are convertible into common stock on a 10 for 1 basis and were issued in return for a reduction of $16,166 of related party debt. Due to the thinly traded nature of the Company’s stock and its status as a “shell”, the Company used the par value of the common stock, which was determined to be $100,000, to value this issuance and recorded $16,166 for repayment of the loan and $ as share-based compensation in the Company’s Statements of Operations. |
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
|---|---|
Jul. 31, 2023 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 4 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments of July 31, 2023 and October 31, 2022.
COVID-19
On March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic has had a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries now lifted policies that were intended to stop or slow the further spread of the disease.
There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations. |
ADVANCES FROM RELATED PARTY |
9 Months Ended |
|---|---|
Jul. 31, 2023 | |
| Debt Disclosure [Abstract] | |
| ADVANCES FROM RELATED PARTY | NOTE 5 – ADVANCES FROM RELATED PARTY
An entity controlled by the Company’s Chairman has advanced an aggregate of $57,757 to the Company as of July 31, 2023 and October 31, 2022. These funds were used to pay corporate expenses of the Company, and the payments were made directly to the vendors by this entity. |
SUBSEQUENT EVENTS |
9 Months Ended |
|---|---|
Jul. 31, 2023 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS
In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to July 31, 2023, to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended |
|---|---|
Jul. 31, 2023 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation
The accompanying unaudited condensed financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and presented in accordance with accounting principles generally accepted in the United States of America (US GAAP).
The accompanying balance sheet at October 31, 2022, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements as of July 31, 2023 and for the three, six and nine months ended July 31, 2023 and 2022 have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2022 as filed with the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed financial statements. The condensed financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three six and nine months ended July 31, 2023 are not necessarily indicative of the results that may be expected for the year ending October 31, 2023 or any future periods. |
| Going Concern | Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. The Company has incurred operating losses since its inception. As of July 31, 2023, the Company had a working capital equity of $19,400,626 and an accumulated deficit of $4,204,751.
Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by a company related to its Chairman, Michael Pieter Loubser. The Company will be required to continue to rely on this entity until its operations become profitable. |
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
| Cash and cash equivalents | Cash and cash equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents. |
| Stock-based Compensation | Stock-based Compensation
The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
| Net Loss per Share |
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company has and shares issuable upon the conversion of preferred stock that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for the three six and nine months ended July 31, 2023 and 2022, respectively. |
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) |
9 Months Ended |
|---|---|
Jul. 31, 2023 | |
| Entity incorporation, state or country code | NV |
| Arax Holdings Corp [Member] | |
| Entity incorporation, state or country code | NV |
| Entity incorporation date | Feb. 23, 2012 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|---|
Jul. 31, 2023 |
Jul. 31, 2022 |
Jul. 31, 2023 |
Jul. 31, 2022 |
Jul. 31, 2023 |
Jul. 31, 2022 |
Oct. 31, 2022 |
|
| Accounting Policies [Abstract] | |||||||
| Working capital deficit | $ 19,400,626 | $ 19,400,626 | $ 19,400,626 | ||||
| Accumulated deficit | 4,204,751 | 4,204,751 | 4,204,751 | $ 879,006 | |||
| Cash equivalents | $ 0 | $ 0 | $ 0 | ||||
| Antidilutive securities excluded | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |
ADVANCES FROM RELATED PARTY (Details Narrative) - USD ($) |
Jul. 31, 2023 |
Oct. 31, 2022 |
|---|---|---|
| Debt Disclosure [Abstract] | ||
| Advanced an aggregate | $ 57,757 | $ 57,757 |