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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arax Holdings Corporation (PK) | USOTC:ARAT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.34 | 33.66% | 1.35 | 1.05 | 1.35 | 1.366 | 1.00 | 1.00 | 1,560 | 16:51:47 |
Nevada
|
99-0376721
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer Identification No.)
|
Large accelerated filer
☐
|
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
|
Smaller reporting company
☒
|
(Do not check if smaller reporting company)
|
Emerging growth company ☒
|
July 31, 2016
|
October 31, 2015
|
|||||||
(Restated)
|
||||||||
ASSETS
|
||||||||
Current assets
|
$
|
-
|
$
|
-
|
||||
Total current assets
|
-
|
-
|
||||||
TOTAL ASSETS
|
$
|
-
|
$
|
-
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Loans from related party
|
$
|
211,149
|
$
|
37,682
|
||||
Convertible Notes payable, net of $0 and $43,188 debt
discount, respectively |
27,500
|
69,312
|
||||||
Accrued Interest Payable
|
11,281
|
1,923
|
||||||
Liability for stock to be issued
|
65,400
|
50,281
|
||||||
Derivative Liability
|
2,389
|
5,500
|
||||||
Total current liabilities
|
317,719
|
164,698
|
||||||
Total liabilities
|
317,719
|
164,698
|
||||||
Stockholders' deficit:
|
||||||||
Common stock, $0.001 par value; 75,000,000 shares
authorized; |
||||||||
10,335,294 and 10,300,000 shares issued and
outstanding, |
10,335
|
10,300
|
||||||
respectively
|
||||||||
Additional paid-in capital
|
328,410
|
258,564
|
||||||
Accumulated deficit
|
(656,464
|
)
|
(433,562
|
)
|
||||
Total stockholders' deficit
|
(317,719
|
)
|
(164,698
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT |
$
|
-
|
$
|
-
|
For the Three Months
Ended
|
For the Nine Months
Ended
|
|||||||||||||||
|
July 31,
|
July 31,
|
||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
(Restated)
|
(Restated)
|
|||||||||||||||
REVENUE
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
OPERATING EXPENESES
|
||||||||||||||||
General and administrative cost
|
14,542
|
2,533
|
28,491
|
17,264
|
||||||||||||
Professional Fees
|
110,418
|
5,500
|
143,426
|
49,546
|
||||||||||||
TOTAL OPERATING EXPENSES
|
124,960
|
8,033
|
171,917
|
66,810
|
||||||||||||
NET LOSS FROM OPERATIONS
|
(124,960
|
)
|
(8,033
|
)
|
(171,917
|
)
|
(66,810
|
)
|
||||||||
OTHER EXPENSE
|
||||||||||||||||
Interest Expense
|
(3,676
|
)
|
-
|
(54,096
|
)
|
-
|
||||||||||
Change in Fair Value of Derivative
|
2,098
|
-
|
3,111
|
-
|
||||||||||||
TOTAL OTHER EXPENSE
|
(1,578
|
)
|
-
|
(50,985
|
)
|
-
|
||||||||||
NET LOSS BEFORE INCOME TAXES
|
(126,538
|
)
|
(8,033
|
)
|
(222,902
|
)
|
(66,810
|
)
|
||||||||
Provision for Income Taxes
|
-
|
-
|
-
|
-
|
||||||||||||
NET LOSS
|
$
|
(126,538
|
)
|
$
|
(8,033
|
)
|
$
|
(222,902
|
)
|
$
|
(66,810
|
)
|
||||
NET LOSS PER SHARE: BASIC AND DILUTED
|
$
|
(0.01
|
)
|
$
|
(0.00
|
) *
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
||||
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING: BASIC AND DILUTED |
10,335,294
|
10,300,000
|
10,326,037
|
10,300,000
|
For the Nine Months Ended July 31,
|
||||||||
2016
|
2015
|
|||||||
(Restated)
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss for the period
|
$
|
(222,902
|
)
|
$
|
(66,810
|
)
|
||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
Stock and warrants issued as compensation
|
85,000
|
-
|
||||||
Related party payable for services
|
250
|
-
|
||||||
Change in fair value of derivative
|
(3,111
|
)
|
-
|
|||||
Amortization of debt discount
|
43,188
|
-
|
||||||
Changes in assets and liabilities:
|
||||||||
Accrued interest payable
|
9,358
|
-
|
||||||
NET CASH USED IN OPERATING ACTIVITIES
|
(88,217
|
)
|
(66,810
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
-
|
-
|
||||||
NET CASH FLOWS FROM INVESTING ACTIVITIES:
|
-
|
-
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from related party loans
|
88,217
|
66,810
|
||||||
NET CASH FLOWS FROM FINANCING ACTIVITIES:
|
88,217
|
66,810
|
||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS:
|
-
|
-
|
||||||
CASH, BEGINNING OF PERIOD
|
-
|
-
|
||||||
CASH, END OF PERIOD
|
$
|
-
|
$
|
-
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
SUPPLEMENTAL SCHEDULE OF NON-CASH
|
||||||||
INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Related Party payments for operating expenses and repayment of debt
|
$
|
85,250
|
$
|
-
|
||||
TOTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
$
|
85,250
|
$
|
-
|
· |
Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
|
· |
Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
· |
Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
Fair Value Measurements Using
|
|||||||||||||||||
Description
|
Total Fair
Value at July 31, 2016 |
Quoted
Prices in Active Markets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
|||||||||||||
Derivative liability
|
$
|
2,389
|
$
|
—
|
$
|
2,389
|
$
|
—
|
Fair Value Measurements Using
|
|||||||||||||||||
Description
|
Total Fair
Value at October 31, 2015 |
Quoted
Prices in Active Markets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
|||||||||||||
Derivative liability
|
$
|
5,500
|
$
|
—
|
$
|
5,500
|
$
|
—
|
Nine Months Ended
July 31, 2016
|
Year ended October
31, 2015
|
||||
Expected volatility
|
162%
|
|
202-213
|
%
|
|
Expected dividends
|
0%
|
|
0
|
%
|
|
Expected term
|
3 Years
|
3 Years
|
|||
Risk-free interest rate
|
0.76%
|
|
0.80-1.09
|
%
|
Number
|
Weighted
|
Weighted
|
Expiration
|
Value if
|
||||||||||||||||
of
|
Average
|
Average
|
Date (yrs)
|
Exercised
|
||||||||||||||||
Options
|
Exercise
|
Grant Date
|
||||||||||||||||||
Date Issued
|
Price
|
Fair Value
|
||||||||||||||||||
Balance as of October 31, 2015
|
37,500
|
$
|
0.80
|
$
|
0.41
|
2.47
|
$
|
30,000
|
||||||||||||
Granted
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Cancelled/Expired
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Outstanding as of July 31, 2016
|
37,500
|
$
|
0.80
|
$
|
0.41
|
1.72
|
$
|
30,000
|
Date Issued
|
Number
of Options |
Weighted
Average Exercise Price |
Weighted
Average Grant Date Fair Value |
Expiration
Date (yrs) |
Value if
Exercised |
|||||||||||||||
Balance as of October 31, 2014
|
—
|
$
|
—
|
$
|
—
|
—
|
$
|
—
|
||||||||||||
Granted
|
37,500
|
0.80
|
0.41
|
2.64
|
30,000
|
|||||||||||||||
Exercised
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Cancelled/Expired
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Outstanding as of October 31, 2015
|
37,500
|
$
|
0.80
|
$
|
0.41
|
2.47
|
$
|
30,000
|
Nine Months Ended
July 31, 2016
|
Year ended
October 31, 2015
|
||||
Expected volatility
|
162%
|
|
212
|
%
|
|
Expected dividends
|
0%
|
|
0
|
%
|
|
Expected term
|
3 years
|
3 Years
|
|||
Risk-free interest rate
|
0.76%
|
|
1.08
|
%
|
Number
|
Weighted
|
Weighted
|
Expiration
|
Value if
|
||||||||||||||||
of
|
Average
|
Average
|
Date (yrs)
|
Exercised
|
||||||||||||||||
Warrants
|
Exercise
|
Grant Date
|
||||||||||||||||||
|
Price
|
Fair Value
|
||||||||||||||||||
Outstanding as of October 31,
2015 |
600,000
|
$
|
0.80
|
$
|
0.36
|
2.73
|
$
|
480,000
|
||||||||||||
Granted
|
200,000
|
0.01
|
0.29
|
5.79
|
2,000
|
|||||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Cancelled/Expired
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Outstanding as of July 31,
2016 |
800,000
|
$
|
0.60
|
$
|
0.34
|
2.93
|
$
|
482,000
|
Number
of Warrants |
Weighted
Average Exercise Price |
Weighted
Average Grant Date Fair Value |
Expiration
Date (yrs) |
Value if
Exercised |
||||||||||||||||
Outstanding as of October 31, 2014
|
—
|
$
|
—
|
$
|
—
|
—
|
$
|
—
|
||||||||||||
Granted
|
600,000
|
0.80
|
0.36
|
2.73
|
480,000
|
|||||||||||||||
Exercised
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Cancelled/Expired
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Outstanding as of October 31, 2015
|
600,000
|
$
|
0.80
|
$
|
0.36
|
2.73
|
$
|
480,000
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. |
CONTROLS AND PROCEDURES
|
1. |
We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
|
2. |
We improved cash controls – As of July 31, 2016, the Company has segregated cash handling and accounting functions. Management also requires segregated review of all disbursements. Any effects of previous period poor cash controls were mitigated by the fact the Company had limited transactions in their bank accounts.
|
PART II. |
OTHER INFORMATION
|
ITEM 1. |
LEGAL PROCEEDINGS
|
ARAX HOLDINGS CORP.
|
||
Date: June 14, 2017
|
By:
|
/s/ Steven J. Keough
|
Name:
|
Steven J. Keough
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) |
31.1
|
Certification of Principal Executive Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
|
32.1
|
Certification of Principal Executive Officer pursuant to Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
|
|
32.2
|
Certification of Principal Financial Officer pursuant to Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
|
|
101.INS XBRL
|
Instance Document (furnished herewith)*
|
|
101.SCH XBRL
|
Taxonomy Extension Schema Document (furnished herewith)*
|
|
101.CAL XBRL
|
Taxonomy Extension Calculation Linkbase Document (furnished herewith)*
|
|
101.DEF XBRL
|
Taxonomy Extension Definition Linkbase Document (furnished herewith)*
|
|
101.LAB XBRL
|
Taxonomy Extension Label Linkbase Document (furnished herewith)*
|
|
101.PRE XBRL
|
Taxonomy Extension Presentation Linkbase Document (furnished herewith)*
|
1 Year Arax (PK) Chart |
1 Month Arax (PK) Chart |
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