UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ANNUAL REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2016
☐TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________________ to _______________
COMMISSION FILE NO. 333-185928
ARAX HOLDINGS CORP. (Exact name |
Nevada
(State or other jurisdiction of incorporation)
6770
(Primary Standard Industrial Classification Code Number)
99-0376721
(IRS Employer Identification No.)
30 North Gould Street
Sheridan, WY82801
850-254-1161
(Address and telephone number including area code
Securities registered underpursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None | N/A | N/A |
Securities registered underpursuant to Section 12(g) of the Act:
Indicate by check mark ifwhether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x ☐ No☐
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 wasas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ No ☒*
Indicate by check mark whether the registrant has filed all Exchange Act reports forsubmitted 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.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No ☐ 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”,filer,” “smaller reporting company”,company,” and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-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. ☐
Indicate by check markcheckmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ No ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of January 17, 2023, was approximately $1,050,882 based on a closing price of $0.45 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.
As of September 25, 2017,February 7, 2023 the registrantRegistrant had shares of common stock issued and outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant at April 29, 2016 (the last business day of the registrant’s second fiscal quarter) was approximately $817,353. The aggregate market value was computed based upon 2,335,294 shares of common stock at a closing price of $0.35 as reported on the OTC QB Market.
TABLE OF CONTENTS
| PART | ||
| Item 1 | ||
| Item 1A | ||
| Unresolved Staff Comments | 2 | |
| Item 2 | Properties | 2 |
| Item 3 | ||
| Item 4 | ||
| PART II | ||
| Item 5 | ||
| Item 6 | ||
| Item 7 | ||
| Item 7A | ||
| Item 8 | ||
| Item 9 | ||
| Item 9A | ||
| Other Information | 7 | |
| PART III | ||
| Item 10 | ||
| Item 11 | ||
| Item 12 | ||
| Item 13 | ||
| Item 14 | ||
| PART IV | ||
| Item 15 |
i
PART I
ITEM 1. DESCRIPTION OF BUSINESS
As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean Arax Holdings Corp. unless otherwise indicated.
Cautionary Note Regarding Forward Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
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 with a business plan to sell hot dogs from mobile hot dog stands throughout the major cities in Mexico. As of the filing of the 10K for last year,2016, the Company stated that it was re-evaluating its business plan.
We have been dormant from May 2005 through various techniques, including a possible reverse-merger. At October 31, 2016, and as2020. As of the date of this filing, Management believesReport, we intend to engage in what we believe to be synergistic acquisitions or joint ventures with a company or companies that the bestwe believe will enhance our business model forplan. There are no assurances we will be able to consummate any acquisitions using our investors issecurities as consideration, or at all. Numerous things will need to pursueoccur to allow us to implement this aspect of our business activityplan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in the Life Sciences sectorfully implementing our plan.
On December 30, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-825346-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the United States and possibly internationally. We will continue to assess these opportunities and structures as wellCompany. On the same date, Custodian appointed David Lazar as the various pre-requisite actions needed to finalizeCompany’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and implement any new business model.
On June 24, 2021, as a majority-owned subsidiaryresult of Thru Pharma, LLC, and these financials are presented on a stand-alone basis. All transactions with Thru Pharma have been identified in Note 5: Related party transactions. Asprivate transaction, 10,000,000 shares of March 1, 2017, upon merger with
On June 24, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an irrevocable proxy (the “Irrevocable Proxy”),officer, ceased to vote allbe the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the common stock intransfer, Michael Pieter Loubser consented to act as the Company under certain conditions. That proxy no longer exists under the termsnew Chairman of the most recent amendment.
On August 31st, 2021, the Company appointed Christopher D. Strachan as its Chief Financial Officer. The Company began a transition into a software and technology holding company, negotiating agreements with various technology companies in Europe to acquire some of their related assets. The Company is actively working to remove the shell status and has commenced operations.
1
Competition and Market Conditions
We will face substantial competition in our efforts to identify and pursue a business venture. The primary source of competition is expected to be from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially greater financial and other resources than we do. In light of our limited financial and human resources, we are at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a new field. Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant difficulty obtaining a business. We expect these conditions to persist at least until such time as the economy recovers. Further, even if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the process of settling the note with Catalyst whereby funds usedmarketplace in which we decide to satisfy the note are being provided by its Chief Executive Officer, Steven J. Keough whereas Mr. Keough will be effectively purchasing the 8,000,000 common shares in the Company and the Arax Holdings Corp receivable (listed on the books of the Companyoperate as a related party payable inresult of reduced demand and/or increased raw material costs caused by the amount of $152,562 for the year ended October 31, 2016) in exchange for extinguishing the note. The 8,000,000 sharespandemic and other economic forces that are currently collateralizing the Catalyst loan. Upon satisfaction of the note, the Company’s related party payable will be due to Mr. Keough, and he will become the majority shareholder in the Company.
Regulation
As of the date of this report remains unchanged.
Depending on the direction management decides to meet our timelytake and continuous disclosure requirements. Wea business or businesses we may also file additional documents with the Commission if they become necessaryacquire in the course of our company’s operations.
Employees
As of October 31, 2016,the date of this Report, we had one full-time employee, Steven Keough,do not have employees. However our Chief Executive Officer, Chief Financial Officer and Chief Financial Officer. Mr. Keough receives noInformation Officer provide part-time consulting services to us with deferred compensation for his services.
ITEM 1A. RISK FACTORS
We are a “smallersmaller reporting company”company as defined by Item 10Rule 12b-2 of Regulation S-K, wethe Exchange Act and are not required to provide the information required byunder this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES
The Company’s principal business and corporate address is 30 North Gould Street, Sheridan, WY 82801.
ITEM 3. LEGAL PROCEEDINGS
We currently are not a party to any material litigation or other material legal proceedings. From time to time, we were named asmay become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a defendant in a lawsuit filed by AMERIFINANCIAL, INC. (“AMERIFINANCIAL”), of Houston, Texas. The action related primarily to a contract dispute between AMERIFINANCIAL and our majority shareholder, THRU PHARMA, LLC. The dispute did not allege any actions or inactions by our officers or representatives actingmaterial adverse effect on our behalf. Counsel for THRU PHARMA, LLC, requested that we be dismissed from this lawsuit, as we were not party to the disputed contract, and there was no legal basis for the Company being a part of the lawsuit. The Company did not recognize a liability in connection with it. On August 31, 2015, the Judge in this Harris County, Texas, case ruled that the only remaining Defendant was THRU PHARMA, LLC. On January 8, 2016, THRU PHARMA and AMERIFINANCIAL, INC. reached settlement of the dispute.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
2
PART II
Market Information
Our shares of common stock are tradedCommon Stock is not listed on the OTCBB under the symbol “ARAT.” Trading in stocksany securities exchange, and is quoted on the OTC Bulletin BoardPink Market under the symbol “ARAT” Because our Common Stock is often thinnot listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is characterized by wide fluctuations incurrently no established public trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
Holders
As of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirementsFebruary 7, 2023 there were 35 shareholders of a regional or national stock exchange.
| For the Years Ended October 31, | ||||||||||||||||
| 2016 | 2015 | |||||||||||||||
| High | Low | High | Low | |||||||||||||
| First Quarter | $ | 0.40 | 0.40 | 0.62 | 0.52 | |||||||||||
| Second Quarter | 0.35 | 0.40 | 0.52 | 0.40 | ||||||||||||
| Third Quarter | 0.30 | 0.35 | 0.40 | 0.40 | ||||||||||||
| Fourth Quarter | 0.30 | 0.30 | 0.40 | 0.40 | ||||||||||||
Dividends
We have never paid or declared any dividends were paid on our shares of common stock during the fiscal years ended October 31, 2016 and 2015. We have not paid any cash dividends since our inceptionCommon Stock and do not foresee declaring anyanticipate paying cash dividends on our common stock in the foreseeable future.
Securities Authorized For Issuance Under Equity Compensation Plans
We currently do not have any equity compensation plans.
Unregistered Sales of UnregisteredEquity Securities
We have previously disclosed all sales of unregistered securities were completed inwithout registration under the twelve months ended October 31, 2016.
ITEM 6. SELECTED FINANCIAL DATA
We are a “smallersmaller reporting company”company as defined by Item 10Rule 12b-2 of Regulation S-K, wethe Exchange Act and are not required to provide the information required byunder this Item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The Company has no operations or belief concerning future events that involverevenue as of October 31, 2022. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties. Our actions, results and performance could differ materially from what is contemplated byuncertainties which are beyond our control, including without limitation, the forward-looking statements contained in this Report. Factors that might cause differences from the forward-looking statements include those referred to or identified in our Registration Statement on Form S-1 filed with the SEC on April 25, 2013 and other factors that may be identified elsewhere in this Report. Reference should be made to such factors and all forward-looking statements are qualified in their entirety by the above cautionary statements.
Plan of Operation
The discussion, including known trends and uncertainties identified by management, should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Management believesintends to explore and identify business opportunities within the U.S. and Europe, 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 the besthe can identify and implement a viable business modelstrategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our investors is to pursue business activity inmay be hindered by risks and uncertainties which are beyond our control, including without limitation, the Life Sciences sectorcontinued negative effects of the United Statescoronavirus pandemic on the U.S. and possibly internationally. We will continue to assess these opportunities and structures as well asglobal economies. For more information about the various pre-requisite actions needed to finalize and implement any newrisk of coronavirus on our business, model.see Item 1A “Risk Factors.”
3
We have not been issued byengaged in any business activities that provided revenue or cash flow. During the Company.next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business. The Company will issue these shares once it becomes fully reporting.
Given our limited capital resources, we may consider a Securities Purchase Agreement (the “Catalyst SPA”). The transactionbusiness combination with an entity which has recently commenced operations, is secured by a grantdeveloping company or is otherwise in need of security interestadditional 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 100% of the Company stock held by or for Thru Pharma. The Catalyst Note and Catalyst SPA are intended to facilitate funding essential work relating to multi-year auditing of Thru Pharma financials. The total available funds are $200,000, and Thru Pharma has only drawn $75,000. A Commitment Fee of Company stock in the amount of 35,294 shares was authorized for issue to Catalyst as part of the transaction. In the event that Thru Pharma is unable to timely make payments under this Agreement, Catalyst has the option of gaining control of the Thru Pharma shares in the Company.
As of the date of this report remains unchanged.
Our management anticipates that we will likely only be successfulable 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 anyregions and at various stages of our endeavors or become financially viabledevelopment, all of which will likely render the task of comparative investigation and continue as a going concern.
Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as our business grows.a condition of closing that acquisition. 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 our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) personnel; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We expect that working capital requirementsreverse merger, we will be funded through advances or payables on our behalf from Thru Pharma, and through further issuancesrequired to issue a controlling block of our securities.
Additional issuances of equity or issuances of 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.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 implementtake advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business plan.operations.
4
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.
COVID-19 Update
To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information.
Off Balance Sheet Arrangements
As of the date of this Annual Report, we do not have any material commitments.
Going Concern
The independent registered public accounting firm auditors’ report accompanying our October 31, 2016 and October 31, 20152022 financial statements containscontained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
5
F-1
Report of Independent Registered Public Accountants
To the shareholders and the board of Directors
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Arax Holdings Corp. as of October 31, 20162022 and 2015 and2021, the related statements of operations, changes in stockholders’ deficitequity (deficit), and cash flows for the years then ended. These financial statements areended, and the responsibility ofrelated notes (collectively referred to as the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered continuingrecurring losses from operations and has yeta significant accumulated deficit. In addition, the Company continues to establish a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan.experience negative cash flows from operations. These factors raise substantial doubt about itsthe Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| For the Years Ended | ||||||||
| October 31, | ||||||||
| ASSETS | 2016 | 2015 | ||||||
| Current assets | $ | - | $ | - | ||||
| Total current assets | - | - | ||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Loan from related party | $ | 228,644 | $ | 76,082 | ||||
| Related party payable for services | 2,417 | - | ||||||
| Convertible note payable, net of $0 and $43,188 debt discount, | 35,404 | 69,312 | ||||||
| respectively | ||||||||
| Accrued expenses | 9,000 | - | ||||||
| Accrued interest payable | 25,080 | 1,923 | ||||||
| Derivative liability | - | 5,500 | ||||||
| Total current liabilities | 300,545 | 152,817 | ||||||
| Total liabilities | 300,545 | 152,817 | ||||||
| Stockholders' deficit: | ||||||||
| Common stock, $0.001 par value; 75,000,000 shares authorized; | 10,335 | 10,300 | ||||||
| 10,335,294 and 10,300,000 shares issued and outstanding for the | ||||||||
| years ended October 31, 2016 and 2015, respectively | ||||||||
| Liability to issue stock | - | 11,881 | ||||||
| Additional paid-in capital | 357,210 | 258,564 | ||||||
| Accumulated deficit | (668,090 | ) | (433,562 | ) | ||||
| Total stockholders' deficit | (300,545 | ) | (152,817 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | - | $ | - | ||||
Basis for Opinion
These financial statements
| For the Years Ended | ||||||||
| October 31, | ||||||||
| 2016 | 2015 | |||||||
| REVENUE | $ | - | $ | - | ||||
| OPERATING EXPENESES | ||||||||
| General and administrative expense | 31,123 | 14,495 | ||||||
| Professional fees | 132,176 | 314,145 | ||||||
| TOTAL OPERATING EXPENSES | 163,299 | 328,640 | ||||||
| NET LOSS FROM OPERATIONS | (163,299 | ) | (328,640 | ) | ||||
| OTHER INCOME (EXPENSES) | ||||||||
| Interest expense | (76,729 | ) | (18,116 | ) | ||||
| Derivative expense | - | (25,434 | ) | |||||
| Change in fair value of derivative | 5,500 | 19,934 | ||||||
| TOTAL OTHER INCOME | (71,229 | ) | (23,616 | ) | ||||
| NET LOSS BEFORE INCOME TAXES | (234,528 | ) | (352,256 | ) | ||||
| Provision for Income Taxes | - | - | ||||||
| NET LOSS | $ | (234,528 | ) | $ | (352,256 | ) | ||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | (0.02 | ) | $ | (0.03 | ) | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 10,326,037 | 10,300,000 | ||||||
| For the Years Ended October 31, | ||||||||
| 2016 | 2015 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss for the period | $ | (234,528 | ) | $ | (352,256 | ) | ||
| Adjustments to reconcile net loss to net cash | ||||||||
| provided by (used in) operating activities: | ||||||||
| Stock issued as note incentive | - | 38,400 | ||||||
| Warrants issued as compensation | 58,000 | - | ||||||
| Stock liability assumed by related party | 28,800 | - | ||||||
| Derivative expense | - | 25,434 | ||||||
| Related party payable for services | 2,417 | 27,450 | ||||||
| Change in fair value of derivative | (5,500 | ) | (19,934 | ) | ||||
| Options granted for compensation | - | 16,217 | ||||||
| Warrants issued for professional fees/ compensation | - | 216,799 | ||||||
| Amortization of debt discount | 43,188 | 16,193 | ||||||
| Changes in Assets and Liabilities: | ||||||||
| Accrued interest payable | 31,061 | 1,923 | ||||||
| Accrued expenses | 9,000 | - | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | (67,562 | ) | (29,774 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | - | - | ||||||
| NET CASH FLOWS FROM INVESTING ACTIVITIES: | - | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party loans | 152,562 | 29,774 | ||||||
| Repayments on convertible note | (85,000 | ) | - | |||||
| Proceeds from convertible note | - | 65,000 | ||||||
| Repayments to related party | - | (65,000 | ) | |||||
| NET CASH FLOWS FROM FINANCING ACTIVITIES: | 67,562 | 29,774 | ||||||
| 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: | ||||||||
| Stock issued as compensation | $ | 58,000 | $ | - | ||||
| TOTAL NON-CASH INVESTING AND FINANCING ACTIVITIES | $ | 58,000 | $ | - | ||||
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to condensed unauditedobtain reasonable assurance about whether the financial statements
| Common Stock | ||||||||||||||||||||||||
| Shares | Amount | Additional Paid In Capital | Stock Subscription Payable | Accumulated Deficit | Total Stockholders' Deficit | |||||||||||||||||||
| Balances, October 31, 2014 | 10,300,000 | $ | 10,300 | $ | 25,548 | $ | - | (81,306 | ) | $ | (45,458 | ) | ||||||||||||
Options Granted for Compensation | - | - | 16,217 | - | - | 16,217 | ||||||||||||||||||
Warrants Issued for Compensation | - | - | 216,799 | - | - | 216,799 | ||||||||||||||||||
Stock as Incentive for Convertible Note | - | - | - | 11,881 | - | 11,881 | ||||||||||||||||||
| Stock for Compensation | - | - | - | - | - | - | ||||||||||||||||||
| Net loss for the period | - | - | - | - | (352,256 | ) | (352,256 | ) | ||||||||||||||||
Balances, October 31, 2015 (Restated) | 10,300,000 | $ | 10,300 | $ | 258,564 | $ | 11,881 | (433,562 | ) | $ | (152,817 | ) | ||||||||||||
Stock as Incentive for Convertible Note | 35,294 | 35 | 11,846 | (11,881 | ) | - | - | |||||||||||||||||
Warrants Issued for Compensation | - | - | 58,000 | - | - | 58,000 | ||||||||||||||||||
Stock liability assumed by related party | - | - | 28,800 | - | - | 28,800 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | (234,528 | ) | (234,528 | ) | ||||||||||||||||
| Balances, October 31, 2016 | 10,335,294 | $ | 10,335 | $ | 357,210 | $ | - | (668,090 | ) | $ | (300,545 | ) | ||||||||||||
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
/S/ BF Borgers CPA PC (PCAOB ID 5041)
We have served as the Company’s auditor since 2021
Lakewood, CO
February 9, 2023
F-2
ARAX HOLDINGS CORP.
BALANCE SHEET
| October 31, 2022 | October 31, 2021 | |||||||
| ASSETS | ||||||||
| Total assets | $ | — | $ | — | ||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accrued expenses | $ | 116,869 | $ | 14,150 | ||||
| Due to related party | 57,756 | 11,862 | ||||||
| Total current liabilities | 174,625 | 26,012 | ||||||
| Total liabilities | $ | 174,625 | $ | 26,012 | ||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred Stock Series A, par value $, shares authorized, and -- shares issued and outstanding as of October 31, 2022 and 2021, respectively | 10,000 | 10,000 | ||||||
| Common stock, Par Value $, shares authorized, issued and outstanding as of October 31, 2022 and 2021 | 10,335 | 10,335 | ||||||
| Additional paid in capital | 684,046 | 684,046 | ||||||
| Accumulated deficit | (879,006 | ) | (730,393 | ) | ||||
| Total stockholders’ deficit | (174,625 | ) | (26,012 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | — | $ | — | ||||
F-3
ARAX HOLDINGS CORP.
STATEMENT OF OPERATIONS
| Year ended October 31, 2022 | Year ended October 31, 2021 | |||||||
| Revenue | $ | — | $ | — | ||||
| Operating expenses: | ||||||||
| Administrative expenses | 73,613 | 26,012 | ||||||
| Administrative expenses -related party | 75,000 | 105,775 | ||||||
| Total operating expenses | 148,613 | 131,787 | ||||||
| Loss from operations | (148,613 | ) | (131,787 | ) | ||||
| Other expense | ||||||||
| Other (expense) net | — | — | ||||||
| Loss before provision for income taxes | (148,613 | ) | (131,787 | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss | $ | (148,613 | ) | $ | (131,787 | ) | ||
| Basic and diluted loss per common share | $ | (0.01 | ) | $ | (0.01 | ) | ||
| Weighted average number of shares outstanding | 10,335,294 | 10,335,294 | ||||||
F-4
ARAX HOLDINGS CORP
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
YEARS ENDED OCTOBER 31, 20162022 AND 20152021
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| Additional |
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| Total |
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| Preferred Stock |
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| Common Stock |
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| Paid-in Capital |
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| Accumulated |
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| Stockholders’ |
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| Shares |
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| Value |
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| Shares |
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| Value |
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Balance, October 31, 2019 |
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| $ | — |
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| $ | 10,335 |
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| $ | 588,271 |
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| $ | (598,606 | ) |
| $ | — |
| ||
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Net loss |
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| — |
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| — |
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| — |
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| — |
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| — |
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Balance, October 31, 2020 |
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|
|
| $ | — |
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|
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| $ | 10,335 |
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| $ | 588,271 |
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| $ | (598,606 | ) |
| $ | — |
| ||
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| Additional |
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| Total |
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| Preferred Stock |
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| Common Stock |
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| Paid-in Capital |
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| Accumulated |
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| Stockholders’ |
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| Shares |
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| Value |
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| Shares |
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| Value |
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Balance, October 31, 2020 |
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|
|
| $ | — |
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|
|
|
| $ | 10,335 |
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| $ | 588,271 |
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| $ | (598,606 | ) |
| $ | — |
| ||
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Issuance of preferred stock and forgiveness of debt treated as a capital contribution |
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| 10,000 |
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| — |
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|
| — |
|
|
| 90,000 |
|
|
| — |
|
|
| 100,000 |
| |
Forgiveness of debt treated as a capital contribution |
|
| — |
|
|
| — |
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|
| — |
|
|
| — |
|
|
| 5,775 |
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|
| — |
|
|
| 5,775 |
|
Net loss |
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| — |
|
|
| — |
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|
| — |
|
|
| — |
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| — |
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| (131,787 | ) |
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| (131,787 | ) |
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Balance, October 31, 2021 |
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| $ | 10,000 |
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|
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| $ | 10,335 |
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| $ | 684,046 |
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| $ | (730,393 | ) |
| $ | (26,012 | ) | ||
| Additional | Total | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in Capital | Accumulated Deficit | Stockholders’ Deficit | ||||||||||||||||||||||||
| Shares | Value | Shares | Value | |||||||||||||||||||||||||
| Balance, October 31, 2021 | 10,000,000 | $ | 10,000 | 10,335,294 | $ | 10,335 | $ | 684,046 | $ | (730,393 | ) | $ | (26,012) | |||||||||||||||
| Net loss | — | — | — | — | — | (148,613 | ) | (148,613 | ) | |||||||||||||||||||
| Balance, October 31, 2022 | 10,000,000 | $ | 10,000 | 10,335,294 | $ | 10,335 | $ | 684,046 | $ | (879,006 | ) | $ | (174,625 | ) | ||||||||||||||
F-5
ARAX HOLDINGS CORP
STATEMENT OF CASH FLOWS
| Year ended October 31, 2022 | Year ended October 31, 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (148,613 | ) | $ | (131,787 | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Stock based compensation | — | 83,834 | ||||||
| Expenses paid by related party | 45,894 | 11,862 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accrued expenses | 102,719 | 14,150 | ||||||
| Net cash used by operating activities | — | (21,941 | ) | |||||
| Cash flows from investing activities: | — | — | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from related party notes | — | 21,941 | ||||||
| Net cash provided by financing activities | — | 21,941 | ||||||
| Net increase (decrease) in cash | — | — | ||||||
| Cash at the beginning of the period | — | — | ||||||
| Cash at the end of the period | $ | — | $ | — | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest | — | — | ||||||
| Cash paid during the period for income taxes | — | — | ||||||
| Supplemental schedule of non-cash investing and financing activities: | ||||||||
| Related party debt settled with preferred stock | — | 16,166 | ||||||
| Forgiveness of related party debt credited to paid in capital | — | 5,775 | ||||||
F-6
ARAX HOLDINGS CORP.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2022 AND 2021
NOTE 1 – ORGANIZATION AND NATUREDESCRIPTION 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 with a business plan to sell hot dogs from mobile hot dog stands throughout the major cities in Mexico. As of the filing of the 10K for last year,2016, the Company stated that Management believesit was re-evaluating its business plan.
It was further indicated as possible that the besta new business model for our investors iscould be related to pursue business activity in the Life Sciences sector of the United States and internationally. We will continue to assess these opportunities and structures as well as the various pre-requisite actions needed to finalize and implement anya new business model.
The Company ishad been dormant from September 28, 2017 to October 31, 2020.
On December 30, 2020, as a majority-owned subsidiaryresult of Thru Pharma,a custodianship in Clark County, Nevada, Case Number: A-20-825346-B, Custodian Ventures LLC and these financials are presented on a stand-alone basis. All transactions with Thru Pharma have been identified in Note 4: Stockholders' Deficit and Note 5: Related party transactions.
On June 24, 2021, as a result of a private transaction, shares of Series A Preferred Stock, $ par value per share (the “Shares”) of Arax Holdings Corp., a Nevada corporation (the “Company”), were transferred from Custodian Ventures, LLC to Michael Pieter Loubser (the “Purchaser”). As a result, the Purchaser became an approximately 90.6% holder of the voting rights of the issued and Strategic agreed and stipulated that 753,504 sharesoutstanding share capital of the Company would equal 3% of Thru Pharma as the equity payment under the Consulting Agreement, with transfer subject to the further provisions stated below. As Thru Pharma was the sole beneficiary of the services provided by Strategic under the Consulting Agreement, no part of the value of the consideration for services provided under the Consulting Agreement has been recognized as an expense by the Company.
On June 24, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an irrevocable proxy (the “Irrevocable Proxy”),officer, ceased to vote allbe the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the common stock intransfer, Michael Pieter Loubser consented to act as the Company under certain conditions. That proxy no longer exists under the termsnew Chairman of the most recent amendment.
On August 31st, 2021, the Company appointed Christopher D. Strachan as its Chief Financial Officer. The Company isbegan a transition into a software and technology holding company, negotiating agreements with various technology companies in Europe to acquire some of their related assets. The Company has removed the process of settling the note with Catalyst whereby funds used to satisfy the note are being provided by its Chief Executive Officer, Steven J. Keough whereas Mr. Keough will be effectively purchasing the 8,000,000 common shares in the Companyshell status and the Arax Holdings Corp receivable (listed on the books of the Company as a related party payable in the amount of $231,061 for the year ended October 31, 2016) in exchange for extinguishing the note. The 8,000,000 shares are currently collateralizing the Catalyst loan. Upon satisfaction of the note, the Company’s related party payable will be due to Mr. Keough, and he will become the majority shareholder in the Company.
F-7
The Company has incurred losses since Inception (February 23, 2012) resulting in an accumulated deficit of $668,090 as of October 31, 2016 and further losses are anticipated in the development of its business. The Company currently has no cash balance, a working capital and stockholders’ deficit of $300,545 and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
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 is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or become financially viableslow the further spread of the disease.
Covid-19 and continuethe U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a going concern.
NOTE 32 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted an October 31 fiscal year end.
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 October 31, 2021, the Company had a working capital deficit of $26,012 and an accumulated deficit of $730,393.
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 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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsstatements. 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 reported amountquality of revenuesinformation 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 expenses during the reporting period.liabilities that are not readily apparent from other sources. Actual results could differ from thosethese estimates.
Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with thean original maturitiesmaturity of three months or less to be cash equivalents. The Company has no cash equivalents.
F-8
Income Taxes
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company hadassesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a net operating loss carry-forward of approximately $668,090 and $433,562 that may be used to offset future taxable income and begins to expiretax position’s sustainability under audit.
Stock-based Compensation
The Company accounts for stock-based compensation using the fair value method following the guidance outlined in 2031. BecauseSection 718-10 of the changeFASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in ownershipexchange 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 occurred on January 16, 2014, net operating loss carry forwards could be limited as to use in future years.
NOTE 3 – EQUITY
Common Stock
The Company has authorized shares of $ par value, common stock. As of October 31, 2022 and 2021 there were shares of common stock issued and outstanding.
Preferred Stock
On March 31, 2021 the Company took a corporate action and authorized shares of Series A Preferred Stock with a par value of $. These shares which are convertible into common stock on a 10 for 1 basis, were awarded to Custodian Ventures managed by David Lazar in recognition of importance of Mr. Lazar ’s experience and expertise in devising a strategic plan to enable the Company to become a viable operating entity, and the fact that Mr. Lazar has provided the Company with its only source of liquidity via interest-free loans. These shares of Series A Preferred Stock in return for a reduction of $16,166 on Mr. Lazar’s loan of $21,941 due from the Company.
F-9
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 $82,000determined to be $100,000 to value this issuance and $58,000, respectively. Asrecorded $16,166 for repayment of the loan and $ as share-based compensation in the Company’s Statements of Operations.
On June 24, 2021, as a result thereof a private transaction, the shares of Series A Preferred Stock were no current or deferred tax provisionstransferred from Custodian Ventures, LLC to Michael Pieter Loubser.
No transactions were recorded for the yearsfiscal year ended October 31, 20162022
Liquidation Preference
In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series A Preferred Stock shall be entitled to receive, prior and 2015. There was no uncertain tax position taken since inceptionin preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series A Preferred Stock (each, the “the Original Issue Price”) for each share of Series A Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series A Preferred Stock, the Original Issue Price shall be $0.001per share for the Series A Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any existing series of Preferred Stock or to the rights of any series Arax Holdings Corp. Pursuant to Section 78.1955 of the Nevada Revised Statutes
F-10
SERIES A PREFERRED STOCK.
On behalf of Arax Holdings Corp., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”): RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized by the Corporation’s Articles of Incorporation (“Preferred Stock”), Series A Preferred Stock, consisting of Ten Million (10,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the Company’s tax returnsfollowing qualifications, limitations and restrictions: of Preferred Stock which may from time to time hereafter come into existence, the entire assets and funds of the corporation legally available for 2016, 2015distribution shall be distributed ratably among the holders of the each series of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.
(b) Upon the completion of the distribution required by Section 2(a) above and 2014any other distribution that may be required with respect to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, if assets remain openin the Corporation, the remaining assets shall be distributed to the holders of the Common Stock until such time as the holders of the Common stock shall have received a return of the capital originally contributed thereby. Thereafter, if assets remain in the Corporation, all remaining assets shall be distributed to all holders of Common Stock and to each series of Preferred Stock, pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Preferred Stock into Common Stock).
(c) For purposes of this Section 2, a liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for examination.the purpose of changing the domicile of the Corporation); or (ii) a sale of all or substantially all of the assets of the Corporation, unless the Corporation’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation’s acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity in approximately the same relative percentages after such acquisition or sale as before such acquisition or sale.
(d) In any of the events specified in (c) above, if the consideration received by the corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:
(i) Securities not subject to investment letter or other similar restrictions on free marketability:
(A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing;
(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and
(C) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.
(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock.
F-11
(iii) In the event the requirements of Section 2(c) are not complied with, the Corporation shall forthwith either:
(A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or
(B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Series A Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 2(c)(iv) hereof.
(iv) The Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the corporation has given the first notice provided for herein or sooner than ten (10) days after the corporation has given notice of any material changes provided for herein; provided, however, that time periods set forth in this paragraph may be shortened upon the written consent of the holders of Series A Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Series A Preferred Stock.
NOTE 74 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments of October 8, 2013, by31, 2022 and between Thru Pharma and Strategic Universal Advisors, LLC (“Strategic”), as amended effective January 17, 2014, on or about February 9, 2015, and most recently on October 20, 2015, with full effect as of April 1, 2015 (the “Consulting Agreement”), Thru Pharma and Strategic agreed that2021.
NOTE 5 – NOTES PAYABLE-RELATED PARY
Mr. Lazar, the intentprincipal member of the Consulting Agreement ab initio wasCompany’s Court-appointed custodian, is considered a related party. During the three months ended April 30, 2021, Custodian Venture extended $9,220 in interest-free demand loans to provide Strategic with a 3% equity ownership of Thru Pharma in the event that a PUBCO M&A transaction did not occur prior to the end of the Consulting Agreement. Thru Pharma and Strategic agreed and stipulated that 753,504 shares of Arax Holdings would equal 3% of Thru Pharma as the equity payment under the Consulting Agreement, with transfer subject to the further provisions stated below. As Thru Pharma was the sole beneficiary of the services provided by Strategic under the Consulting Agreement, no part of the value of the consideration for services provided under the Consulting Agreement has been recognized as an expense by the Company. As of September 25, 2017, these shares have notApril 30, 2021, the total amount due to Mr. Lazar amounted to $5,775. On June 24, 2021, in connection with the change of control transaction described in Note 1, Mr. Lazar forgave this amount, which has been issuedcredited to paid in capital.
F-12
NOTE 6 – ADVANCES FROM RELATED PARTY
An entity controlled by the Company. The Company will issue these shares once it becomes fully reporting.
| FAIR VALUE MEASUREMENT | ||||||||||||||||
| Total Fair | Quoted | Significant | ||||||||||||||
| Value at | Prices in | Other | Significant | |||||||||||||
| October 31, 2015 | Active | Observable | Unobservable | |||||||||||||
| Markets | Inputs | Inputs | ||||||||||||||
| Description | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Derivative liability | $ | 5,500 | $ | - | $ | 5,500 | $ | - | ||||||||
| For the Years ended October 31, | ||||||||
| 2016 | 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, 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 | |||||||||||||
| Granted | - | - | - | - | - | |||||||||||||||
| Exercised | - | - | - | - | - | |||||||||||||||
| Cancelled/Expired | - | - | - | - | - | |||||||||||||||
| Outstanding as of October 31, 2016 | 37,500 | $ | 0.80 | $ | 0.41 | 1.47 | 30,000 | |||||||||||||
| For the Years ended October 31, | ||||||||
| 2016 | 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 | ||||||||||||||||
| Warrants | Exercise | Grant Date | ||||||||||||||||||
| Price | Fair Value | |||||||||||||||||||
| Outstanding as of October 31, 2014 | - | $ | - | $ | - | - | $ | - | ||||||||||||
| Granted | 600,000 | 0.8 | 0.36 | 2.73 | 480,000 | |||||||||||||||
| Exercised | - | - | - | - | - | |||||||||||||||
| Cancelled/Expired | - | - | - | - | - | |||||||||||||||
| Outstanding as of October 31, 2015 | 600,000 | 0.8 | 0.36 | 2.48 | 480,000 | |||||||||||||||
| Granted | 200,000 | 0.01 | 0.29 | 4.79 | 2,000 | |||||||||||||||
| Exercised | - | - | - | - | - | |||||||||||||||
| Cancelled/Expired | - | - | - | - | - | |||||||||||||||
| Outstanding as of October 31, 2016 | 800,000 | 0.6 | 0.34 | 2.23 | 482,000 | |||||||||||||||
NOTE 116 – SUBSEQUENT EVENTS
In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to October 31, 2022, to the date these consolidated financial statements were issued.
On March 1, 2017,December 13, 2022 the Company’s majority shareholder, Thru Pharma LLCCompany entered into a mergeran agreement with Kasten, Inc., a Nevada corporation (“Kasten”), whereby Kasten wasto purchase the surviving corporation. As partassets, technology, IP, and some liabilities of the merger agreement, the sharesCore Business Holdings which is anticipated to be completed in the Company held by Thru Pharma were withheld from the agreement and the Company was not identified as a subsidiarysecond fiscal quarter of Thru Pharma thereby effectively spinning out the Company and excluding it from the surviving entity. Kasten has been identified as party to and co-guarantor of the Catalyst note. The Company considers this note fully paid and is in the process of reclaiming shares pledged as collateral from Catalyst. Funds used to satisfy the note are being provided by its Chief Executive Officer, Steven J. Keough whereas Mr. Keough will be effectively purchasing the 8,000,000 common shares in the Company and the Arax Holdings Corp receivable (listed on the books of the Company as a related party payable in the amount of $231,061 for the year ended October 31, 2016) in exchange for extinguishing the note. The 8,000,000 shares are currently collateralizing the Catalyst loan. Upon satisfaction of the note, the Company’s related party payable will be due to Mr. Keough and he will become the majority shareholder in the Company.2023.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of “disclosure controls and proceduresprocedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”))Act) that areis designed to ensure that information required to be disclosed by the Companyus in the reports that it fileswe file or submitssubmit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’sCommission’s rules and forms,forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’sissuer’s management, including its Chief Executive Officerprincipal executive officer or officers and Chief Financial Officer,principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. InternalOur internal control over financial reporting includes those policies and procedures that that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; | |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the maintenancerisk that controls may become inadequate because of recordschanges in conditions, or that in reasonable detail accurately and fairly reflect the transactions and dispositionsdegree of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordancecompliance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding preventionpolicies or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Our management including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation ofassessed the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committeeparameters set forth above and has concluded that as of Sponsoring Organizations of the Treadway Commission (“COSO”).
| ● | The Company does not have sufficient segregation of duties within accounting functions due to its limited staff and limited resources. | |
| ● | The Company does not have an independent board of directors or an audit committee. | |
| ● | The Company does not have written documentation of our internal control policies and procedures. |
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| ● | All of the Company’s financial reporting is carried out by a financial consultant. |
We plan to rectify these weaknesses described above, management has concluded that the Company did not maintain effectiveby implementing an independent board of directors, establishing written policies and procedures for our internal control overof financial reporting, and hiring additional accounting personnel at such time as of October 31, 2016 based on criteria established in Internal Control — Integrated Framework issued by COSO.
Changes in Internal Control Overover Financial Reporting.
There has been no change in our internal control over financial reporting during the year ended October 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management plans to routinely assess its internal control over financial reporting against appropriate standards,
ITEM 9B. OTHER INFORMATION.
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the names and to make changes as determined necessarypositions of our executive officers and accordingdirectors. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the scopeextent governed by employment contract, at the discretion of business operations.
| Age | Positions | |||
| Michael Pieter Loubser | 65 | Chairman of the |
| Rastislav Vašička | 37 | Chief Technology Officer |
Michael Pieter Loubser joined the Company as Chairman of the Board of Directors on June 24, 2021. With over 30 years’ experience in the digital transaction and data facilitation industry, Mr. KeoughLoubser is a seasoned Blockchain implementation advisor and Industrial Consultant, who has been instrumental in the Chairmanset-up of 76 factories and improving workflow processes in many organizations worldwide. Mr. Loubser is co-founder and chairman of Core Decentralized Technologies, founded in [insert details] and based in Bratislava, Slovakia. Core develops and sells blockchain-based software and technology, mesh network communication solutions, and enterprise blockchain-based software products. Mr Loubser also is COO of GTIFin s.r.o. which he co-founded in 2012 in Bratislava, Slovakia to invest mainly in the development of high-tech solutions providers and use-case projects built on blockchain-based architecture.
Ockert Cornelius Loubser joined the Company as Chief Executive Officer on June 24, 2021. Mr. Loubser is a seasoned serial entrepreneur and tech-savvy business developer and has over 18 years of commercial expertise as a pioneering businessman. Since 2003, he established multiple ventures, all still in operations to this day. He co-founded Core Decentralized Technologies and has been the Chief Executive Officer of THRU PHARMA,since 2014. He is also Chief Executive Officer of Wall Money since 2014, Chief Executive Officer of CorePay since 2014, Chief Executive Officer of Ting since 2014, Chief Executive Officer of TokToKey since 2012, Chief Executive Officer of PingExchange since 2014, Chief Executive Officer of Core Group since 2014, and CEO of Wall it since 2003. Ockert Loubser is the Co-Founder of GTIFin s.r.o. and has been with them since 2012. He is also the Chief Manager at CCnews24, and has been since 2018.
Christopher Strachan joined the Company as Chief Financial Officer on August 31, 2021. Mr. Strachan is an accomplished professional with thirty years of experience in corporate operations, marketing, securities and finance, and twenty years of experience in executive management. For the past five years, Mr. Strachan has served as chief financial officer of Diego Pellicer Worldwide, Inc. and has been a director of Diego since October 2019. Diego is a real estate and a consumer retail development company that is focused on high quality recurring revenues resulting from leasing real estate to licensed cannabis operators, and the management of operations for these and other third party cannabis operators deriving income from management and royalty fees. Mr. Strachan has also served as the President of Helisports LLC, a related partybusiness development consulting company. In addition, he served as the Chief Executive Officer of Rhodes Architectural Stone from 2011 to 2012, Director of Marketing and Sales of Glasair Aviation from 2012 to 2014 and Director of Flight Operations and R&D at RotorWay Helicopters from 2009 to 2011.
Rastislav Vašička joined the Company. He received his BachelorCompany as Chief Information Officer on June 24, 2021. Mr. Vašička has been the Chief Information Officer of Science degree fromDecentralized Software Solutions Platform since 2019. Rastislav has been the U.S. Naval Academy (Annapolis, MD), his MasterChief Information Officer of Arts degree fromCore Group since 2017, the Catholic UniversityChief Information Officer of America (Washington, D.C.)ping exchange since 2018, the Founder of CRYPTO ■ HUB since 2018, the Managing Editor at CCnews24 since Jan 2018, CIO of Wall it since 2016, and his Juris Doctorate degree from Boston College Law School (Newton, MA.). He isCo-founder of Webhosting & Blockchain services since 2010.
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Election of Directors and Officers
Directors are elected to serve until the recipientnext annual meeting of a financial management certificate fromstockholders and until their successors have been elected and qualified. Officers are appointed to serve until the Universitymeeting of Chicago Graduate Schoolthe Board following the next annual meeting of Business. Mr. Keough was Senior Vice President of a NASDAQ-listed company, SurModics, during a vibrant growth period of that company. He may only be devoting limited time to our operations,stockholders and our operations may be sporadicuntil their successors have been elected and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.
Audit Committee
We do not have an audit committee financial expert. any committees of the Board as we only have four directors.
Director Independence
We do not currently have an audit committee financial expert because we believeany independent directors. We evaluate independence by the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, atstandards for director independence established by Marketplace Rule 5605(a)(2) of the present time, we believe the services of a financial expert are not warranted.
Board Leadership Structure
We have no employees other thanchosen to combine the Chief Executive Officer and Board Chairman.
Code of Ethics
Our Board has not adopted a Code of Ethics due to the Company’s size and lack of employees. As of the date of this Report, our sole director Steven Keoughis also our Chief Executive Officer.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who currently devotes minimal time per weekown more than 10% of the Company’s Common Stock to company matters. We intendfile initial reports of ownership and changes in ownership of the Company’s Common Stock with the SEC. These individuals are required by the regulations of the SEC to hire employeesfurnish us with copies of all Section 16(a) forms they file. Based solely on an as-needed basis .a review of the copies of the forms furnished to us none of Company’s directors, executive officers, and persons who own more than 10% of the Company’s Common Stock failed to comply with Section 16(a) filing requirements.
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ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table— Fiscal Years Ended October 31, 2022 and 2021
The following tables settable sets forth certain information aboutconcerning all cash and non-cash compensation awarded to, earned by or paid earned or accruedto the named persons for services by our President, and Secretary andrendered in all capacities during the noted periods. No other executive officers (collectively,received total annual salary and bonus compensation in excess of $100,000.
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus | Option Awards | All Other Compensation | Total ($) | ||||||||||||||||||
| Ockert Cornelius Loubser CEO (1) | 2022 | $ | — | — | — | — | $ | — | ||||||||||||||||
| 2021 | $ | — | — | — | — | $ | — | |||||||||||||||||
| Christopher Strachan - CFO (2) | 2022 | $ | — | — | — | 75,000 | (3) | $ | 75,000 | |||||||||||||||
| 2021 | $ | — | — | — | — | $ | — | |||||||||||||||||
| (1) | Ockert Cornelius has served as CEO since June 24, 2021. |
| (2) | Christopher Strachan has served as CFO since August 31, 2021. |
| (3) | Represents the deferred compensation of $75,000. |
Named Executive Officer Employment Agreements
None.
Termination Provisions
As of the “Nameddate of this Report, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a Named Executive Officers”) forOfficer at, following, or in connection with any termination, including without limitation resignation, severance, retirement or a constructive termination of a Named Executive Officer, or a change in control of the years ended October 31, 2016 and 2015.
Outstanding Equity Awards at Fiscal Year End
As of October 31, 2016, we had no pension plans or compensatory plans2022 none of our Named Executive Officers held any unexercised options, stock that have not vested, or other arrangements that provideequity incentive plan awards.
Director Compensation
To date, we have not paid our director any compensation in the eventfor services on our Board.
Equity Compensation Plan Information
The Company does not have any securities authorized for issuance or outstanding under an equity compensation plan or equity compensation grants made outside of such a termination of employment or a change in our control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides certain information regarding the ownershipnames and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of October 31, 2016January 20, 2023 and by the officers and directors, individually and as ofa group. Except as otherwise indicated, all shares are owned directly and the date ofshareholders listed possesses sole voting and investment power with respect to the filing of this annual report by:shares shown.
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| Name of Beneficial Owner and Address (1) | Amount and Nature of Beneficial Ownership of Common Stock | Percent of Common Stock (2) | ||||||
| Michael Pieter Loubser | 100,000,000 | (3) | 90.6 | % | ||||
| Ockert Cornelius Loubser | — | — | % | |||||
| Christopher D. Strachan | — | — | % | |||||
| Rastislav Vašička | — | — | % | |||||
| All directors and officers as a group (4 people) | 100,000,000 | 90.6 | % | |||||
| 5% Shareholders | ||||||||
| Thru Pharma, LLC (4) | 8,000,000 | 77.4 | % | |||||
| (1) | Unless otherwise noted, the address of each beneficial owner is c/o 30 North Gould Street, Sheridan, WY 82801. |
| (2) | Based on 10,335,294 shares of common stock issued and outstanding as of January 17, 2023. |
| (3) | Includes 100,000,000 shares of our |
| 2329 N. Career Avenue, Suite 317, Sioux Falls, South Dakota 57107 |
Stock Type | Name and Address of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned and Nature of Beneficial Ownership | Percentage | |||
| Common Stock | Thru Pharma, LLC | 8,000,000 | 77.4% | |||
| 2329 N. Career Avenue, | ||||||
| Suite 317 | ||||||
| Sioux Falls, SD 57107 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Not applicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
For the fees billed by our principal independent accountants, Pritchett Siler & Hardy PC for theCompany’s fiscal years ended October 31, 20162022 and 2015,2021, we were billed or expect to be billed approximately $32,700 and $23,000, respectively, for the categories ofprofessional services indicated.
| Years Ended October 31, | ||||||||
| Category | 2016 | 2015 | ||||||
| Pritchett Siler & Hardy PC | ||||||||
| Audit Related Fees | $ | 13,850 | $ | 8,950 | ||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 13,850 | $ | 8,950 | ||||
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Audit Related Fees
There were no fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.
Tax fees.
For our fiscal years ended October 31, 2022 and 2021, there were no fees for professional services rendered by our principal accountantindependent auditors for tax compliance, tax advice, and tax planning.
All Other Fees
For our fiscal years ended October 31, 2022 and 2021, there were no other fees incurred.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Given the small size of our Board as well as the limited activities of our Company, our Board acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis.
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| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act |
| 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)* |
13
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.
ARAX HOLDINGS CORP. | |||||
| Dated: | By: | /s/ | |||
Ockert Loubser Chief Executive Officer (Principal Executive Officer) | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Ockert Loubser | Chief Executive Officer (Principal Executive Officer) | February 9, 2023 | ||
| Ockert Loubser | ||||
| /s/ Christopher D. Strachan | Chief Financial Officer (Principal Financial and | February 9, 2023 | ||
| Christopher D. Strachan | ||||
| /s/ Michael Loubser | Chairman | February 9, 2023 | ||
| Michael Loubser |
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