☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether 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 ☐ 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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 ☐

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

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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of April 30, ~~2020,~~2021, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately ~~$9,302,332~~$2,895,765 based on a closing price of ~~$0.90~~$1.24 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 ~~April 19, 2021~~January 31, 2022 the Registrant had ~~10,335,924~~10,335,294 shares of common stock issued and outstanding.

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean Arax Holdings Corp. unless otherwise indicated.

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.

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 2016, the Company stated that it was re-evaluating its business plan.

~~It was further indicated~~We have been dormant from May 2005 through October 31, 2020. As of the date of this Report, we intend to engage in what we believe to be synergistic acquisitions or joint ventures with a company or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate any acquisitions using our securities as ~~possible that a new~~consideration, or at all. Numerous things will need to occur to allow us to implement this aspect of our business ~~model could be related to a new business sector other than the food sector,~~plan and there are no assurances that any ~~new business model could entail a capital restructuring~~ of ~~the Company~~these developments will occur, or if they do occur, that we will be successful in order to provide new capital and a broader base of shareholders. Such a capital restructuring of the Company could involve a merger or acquisition of assets through various techniques, including a possible reverse-merger. On October 31, 2016 management believed that the best business model forfully implementing our ~~investors is to pursue business activity in the Life Sciences sector of the United States and possibly internationally.~~

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 ~~“Company”.~~Company. On the same date, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.

On June 24, 2021, as a result of a private transaction, 10,000,000 shares of Series A Preferred Stock, $0.001 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 outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. In connection with the transaction, David Lazar isreleased the Company from all debts owed to him and/or Custodian Ventures, LLC.

On June 24, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a ~~private investor. Mr. Lazar has been~~director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a ~~partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was~~Director. At the effective date of the transfer, Michael Pieter Loubser consented to act as the new Chairman of the Board of Directors of the Company, Ockert Cornelius Loubser consented to act as the new Chief Executive Officer of ~~Dico, Inc., which was then sold~~the Company, and Rastislav Vašička consented to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has actedact as the ~~managing member~~new Chief Information Officer of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.the Company.

On August 31st, 2021, the Company appointed Christopher D. Strachan as its Chief Financial Officer. The Company and Mr. Strachan are currently negotiating employment agreements.

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 marketplace in which we decide to operate as a result of reduced demand and/or increased raw material costs caused by the pandemic and other economic forces that are beyond our control.

As of the date of this Report, we are required to file reports with the Securities and Exchange Commission (the “SEC”) by Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Depending on the direction management decides to take and a business or businesses we may acquire in the future, we may become subject to other laws or regulations that require us to make material expenditures on compliance including the increasing state level regulation of privacy. Any such requirements could require us to divert significant human and capital resources on compliance, which could have an adverse effect on our future operating results.

As of the date of this Report, we do not have employees. However ~~an entity controlled by~~ our Chief Executive Officer, ~~provides~~Chief Financial Officer and Chief Information Officer provide part-time consulting services to us without compensation.

~~Risks Relating~~We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to ~~Our Business and Financial Condition~~provide the information under this item.

The Company’s principal business and ~~investors therefore have no basis on which to evaluate the Company’s future prospects.~~corporate address is 30 North Gould Street, Sheridan, WY 82801.

We currently ~~have no operations and will be reliant upon~~are not a ~~merger with~~party to any material litigation or ~~acquisition of an operating business~~other material legal proceedings. From time to commence operations and generate revenue. Because we have no operations and have not generated revenues, investors have no basis upon which to evaluate our ability to achieve our business objective of locating and completing a business combination with a target business. We have no current arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination in a reasonable timeframe, on reasonable terms or at all. If we fail to complete a business combination as planned, we will never generate any operating revenues.

~~We may face difficulties or delays in our search for a business combination, and~~time, we may ~~not have access to sufficient capital to consummate a business combination.~~

We may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond our control, including the COVID-19 pandemicbecome involved in various lawsuits and consequent economic downturn, as well as increased competition for acquisitions of operating entities that we expect to encounter as a result thereof, may hinder our efforts to locate and/or obtain a business that is suitable for our business goals at a price we can afford and on terms that will enable us to sufficiently grow our business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that we will have sufficient capital to provide us with the necessary funds to successfully develop and implement our plan of operation or acquire a business we deem to be appropriate or necessary to accomplish our objectives, inlegal proceedings which ~~case we may be forced to terminate our business plan and your investment~~arise in the ~~Company could become worthless.~~

~~If we are not successful~~ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in ~~acquiring a new business and generating material revenues, investors will likely lose their investment.~~

If we are not successful in developing a viable business plan and acquiring a new business through which to implement it, our investors’ entire investment in the Company could become worthless. Even if we are successful in combining with or acquiring the assets of an operating entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If we are not successful, our investors will likely lose their entire investment.

Businesses, including development stage companies such as ours and/or any operating business or businesses we may acquire, often grow rapidly, and tend to have difficulty managing their growth. If we are able to acquire an operating business, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.

~~We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet~~ these ~~challenges could cause us to lose money, and your investment could be lost.~~

Because we have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation or other ~~rights.~~

Wematters may require additional capital to acquire a business. We may not be able to obtain additional capital when required. Future business development activities, as well as administrative expenses such as salaries, insurance, general overhead, legal and compliance expenses, and accounting expenses will require a substantial amount of additional capital. The terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior that of our current investors and, if convertible into shares of Common Stock, would also pose the risk of dilution.

Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose to operate), our limited operating history and current lack of operations, the national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current global depression caused by the COVID-19 pandemic may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to discontinue our development or implementation of a business plan, cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.

~~Because we are still developing our business plan, we do not have any agreement for a business combination.~~

We have no current arrangement, agreement or understanding with respect to engaging in a business combination with any specific entity. We may not be successful in identifying and evaluating a suitable acquisition candidate or in consummating a business combination. We are neutral as to what industry or segment for any target company. We have not established specific metrics and criteria we will look for in a target company, and if and when we do we may face difficulty reaching a mutual agreement with any such entity, including in light of market trends and forces beyond our control. Given our early-stage status, there is considerable uncertainty and therefore inherent risk to investors that we will not succeed in developing and implementing a viable business plan.

~~The COVID-19 pandemic could materially adversely affect our financial condition, future plans and results of operations.~~

This COVID-19 pandemic has had a significant adverse effect on the economy in the United States and on most businesses. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the pandemic and government action in response thereto impose limitations on our operations or result in a prolonged economic recession or depression, the Company’s development and implementation of its business plan and our ability to commence and grow our operations, as well as our ability to generate material revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results of operations.

~~Because we are dependent upon David Lazar, our Chief Executive Officer and sole director to manage and oversee our Company, the loss of him could adversely affect our plan and results of operations.~~

We currently have a sole director and officer, David Lazar, who manages the Company and is presently evaluating a viable plan for our future operations. We will rely solely on his judgment in connection with selecting a target company and the terms and structure of any resulting business combination. The loss of our Chief Executive Officer, could delay or prevent the achievement of our business objectives, which could have a material adverse effect upon our results of operations and financial position. Further, because Mr. Lazar serves as Chief Executive Officer and sole director and also holds a controlling interest in the Company’s Common Stock, our other shareholders will have limited ability to influence the Company’s direction or management.

In addition, although not likely, the officers and directors of an acquisition candidate may resign upon completion of a combination with their business. The departure of a target’s key personnel could negatively impact the operations and prospects of our post-combination business. The role of a target’s key personnel upon the completion of the transaction cannot be ascertained at this time. Although we contemplate that certain or all members of a target’s management team may remain associated with the target following a change of control thereof, there can be no assurance that all of such target’s management team will decide to remain in place. The loss of key personnel, either before or after a business combination and including management of either us or a combined entity could negatively impact the operations and profitability of our business.

~~We may encounter difficulty locating and consummating a business combination, including as a result of the competitive disadvantages we have.~~

We expect to face intense competition in our search for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than we do and/or more experience in a particular industry within which we choose to search. Most of these competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective business purchaser such as those caused by the recent pandemic. Any delay or inability to locate, negotiate and enter into a business combination as a result of the relative illiquidity of our current asset or other disadvantages we have relative to our competitors could cause us to lose valuable business opportunities to our competitors, which would have a material adverse effect on our business.

~~We may expend significant time and capital on a prospective business combination that is not ultimately consummated.~~

The investigation of each specific target business and any subsequent negotiation and drafting of related agreements, SEC disclosure and other documents will require substantial amounts of management’s time and attention and material additional costs in connection with outsourced services from accountants, attorneys, and other professionals. We will likely expend significant time and resources searching for, conducting due diligence on, and negotiating transaction terms in connection with a proposed business combination that may not ultimately come to fruition. In such event, all of the time and capital resources expended by the Company in such a pursuit may be lost and unrecoverable by the Company or its shareholders. Unanticipated issues which may be beyond our control or that of the seller of the applicable business may arise that force us to terminate discussions with a target company, such as the target’s failure or inability to provide adequate documentation to assist in our investigation, a party’s failure to obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and agreements, the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in any search for a new business and investors should be aware of them before investing in an enterprise such as ours.

Conflicts of interest may arise between us and our shareholders, directors, or management, which may have a negative impact on our ability to consummate a business combination or favorable terms or generate revenue.

Our Chief Executive Officer, Mr. Lazar, is not required to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between managing the Company and other businesses in which he is or may be involved. We do not intend to have any employees prior to the consummation of a business combination. Mr. Lazar is not obligated to contribute any specific number of hours to our affairs, and he may engage in other business endeavors while he provides consulting services to the Company. If any of his other business affairs require him to devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to our business which could have a negative impact on our ability to consummate a business combination or generate revenue.

It is possible that we obtain an operating company in which a director or officer of the Company has an ownership interest in or that he or she is an officer, director, or employee of. If we do obtain any business affiliated with an officer or director, such business combination may be on terms other than what would be arrived at in an arms-length transaction. If any conflict of interest arises, it could adversely affect a business combination or subsequent operations of the Company, in which case our shareholders may see diminished value relative to what would have been available through a transaction with an independent third party.

~~We may engage in a business combination that causes tax consequences to us and our shareholders.~~

Federal and state tax consequences will, in all likelihood, be a significant factor in considering any business combination that we may undertake. Under current federal law, such transactions may be subject to significant taxation to the buyer and its shareholders under applicable federal and state tax laws. While we intend to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or regulatory requirements of a tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect on both parties to the transaction, including our shareholders.

~~It is unlikely that our shareholders will be afforded any opportunity to evaluate or approve a business combination.~~

It is unlikely that our shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, Mr. Lazar, our Chief Executive Officer and sole director, owns the vast majority of our outstanding Common Stock. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.

Because our search for a business combination is not presently limited to a particular industry, sector or any specific target businesses, prospective investors will be unable to evaluate the merits or risks of any particular target business’s operations until such time as they are identified and disclosed.

We are still determining the Company’s business plan, and we may seek to complete a business combination with an operating entity in any number of industries or sectors. Because we have not yet entered into any letter of intent or agreement to acquire a particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering to invest in the Company. Further, if we complete a business combination, we may be affected by numerous risks inherent in the operations of the business we acquire. For example, if we acquire a financially unstable business or an entity lacking an established operating history, we may be affected by the risks inherent in the business and operations of a new business or a development stage entity. Although our management intends to evaluate and weigh the merits and risks inherent in a particular target business and make a decision based on the Company and its shareholders’ interests, there can be no assurance that we will properly ascertain or assess all the significant risks inherent in a target business, that we will have adequate time to complete due diligence or that we will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of these risks may be outside of our control and leave us with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby. Should we select a course of action, or fail to select a course of action, that ultimately exposes us to unknown or unidentified risks, our business will be harmed and you could lose some or all of your investment.

~~Past performance by our management and their affiliates may not be indicative of future performance of an investment in us.~~

While our Chief Executive Officer has prior experience in advising businesses, his past performance, the performance of other entities or persons with which he is involved, or the performance of any other personnel we may retain in the future will not necessarily be an indication of either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) the future operating results of the Company including with respect to any business combination we may consummate. You should not rely on the historical record of him or any other of our personnel or their affiliates’ performance as indicative of our future performance or that an investment in us will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with our management or other personnel. While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there can be no assurance that we will succeed in this endeavor.

~~We may seek business combination opportunities in industries or sectors that are outside of our management’s area of expertise.~~

We will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the significant risks, or that we will accurately determine the actual value of a prospective operating entity to acquire. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s ability to evaluate and make decisions on behalf of the Company may be limited, or we may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise will not necessarily be relevant to an understanding of the business that we ultimately elect to acquire. As a result, our management may not be able to adequately ascertain or assess all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable.

We may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise by compatible with us as expected.

In pursuing our search for a business to acquire, we will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.

Our ability to assess the management of a prospective target business may be limited and, as a result, we may acquire a target business whose management does not have the skills, qualifications, or abilities to enable a seamless transition, which could, in turn, negatively impact our results of operations.

When evaluating the desirability of a potential business combination, our ability to assess the target business’s management may be limited due to a lack of time, resources, or information. Our management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities expected. Further, in most cases the target’s management may be expected to want to manage us and replace our Chief Executive Officer. Should the target’s management not possess the skills, qualifications, or abilities necessary to manage a public company or assist with their former entity’s merger or combination into ours, the operations and profitability of the post-acquisition business may be negatively impacted and our shareholders could suffer a reduction in the value of their shares.

~~Any business we acquire will likely lack diversity of operations or geographical reach, and in such case we will be subject to risks associated with dependence on a single industry or region.~~

Our search for a business will likely be focused on entities with a single or limited business activity and/or that operate in a limited geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different industries and regions, smaller companies such as ours and the entities we anticipate reviewing for a potential business combination generally lack diversification, in terms of both the nature and geographic scope of their business. As a result, we will likely be impacted more acutely by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition to general economic risks, we could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that will threaten our viability if and to the extent our future operations are limited to a single industry or region. If we do not diversify our operations, our financial condition and results of operations will be at risk.

Changes in laws or regulations, or a failure to comply with the laws and regulations applicable to us, may adversely affect our business, ability to negotiate and complete a business combination, and results of operations.

We are subject to laws and regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business we acquire in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time ~~and~~that may harm our business. We are currently not aware of any such ~~changes could be unfavorable to us and could~~legal proceedings or claims that we believe will have a material adverse effect on our business, ~~investments, and results of operations. In addition, a failure to comply with applicable laws~~financial condition or ~~regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.~~operating results.

There is currently a limited market for our Common Stock, and there can be no guarantee that an active market for our Common Stock will develop, even if we are successful in consummating a business combination. Recently, the price of our Common Stock has been volatile for no reason. Further, even if an active market for our Common Stock develops, it will likely be subject to by significant price volatility when compared to more seasoned issuers. We expect that the price of our Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our Common Stock can be based on various factors in addition to those otherwise described in this Report, including:

Many of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of whether we can consummate a business combination and of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.

~~Because trading in our Common Stock is so limited, investors who purchase our Common Stock may depress the market if they sell Common Stock.~~

Our Common Stock trades on the OTC Pink Market, the successor to the pink sheets. The OTC Pink Market generally is illiquid and most stocks traded there are of companies that are not required to file reports with the SEC under the Exchange Act. Our Common Stock itself infrequently trades.

~~The market price of our Common Stock may decline if a substantial number of shares of our Common Stock are sold at once or in large blocks.~~

Presently the market for our Common Stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of our Common Stock to decline, which could reduce the value of the shares held by our other shareholders.

~~Future issuance of our Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.~~

We may issue additional shares of our Common Stock in the future. The issuance of a substantial amount of our Common Stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of Common Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received our Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stock.

~~Due to recent changes to Rule 15c2-11 under the Securities Exchange Act of 1934, our Common Stock may become subject to limitations or reductions on stock price, liquidity, or volume.~~

On September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”). This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our Common Stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.

The Rule changes could harm the liquidity and/or market price of our Common Stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company, the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our Common Stock at desired prices, quantities, or times, or at all, as a result of the amendments to the Rule.

~~The Company’s principal business and corporate address is 1185 Avenue of the Americas, 3~~^rd ~~Floor New York, New York 10036.~~

~~We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.~~

Our Common Stock is not listed on any securities exchange, and is quoted on the OTC Pink Market under the symbol “ARAT” Because our Common Stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our Common Stock.

As of ~~October~~January 31, ~~2020~~2022 there were 38 shareholders of record of the Company’s Common Stock based upon the records of the shareholders provided by the Company’s transfer agent. The Company’s transfer agent is Vstock Transfer, 18 Lafayette Place, Woodmere, New York 11598, Telephone # 212-828-8436.

We have never paid or declared any dividends on our Common Stock and do not anticipate paying cash dividends in the foreseeable future.

We have previously disclosed all sales of securities without registration under the Securities Act of 1933.

~~Not Applicable.~~We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

The Company has no operations or revenue as of the date of this Report. 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 which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of Covid-19 on our business, see Item 1.A. - “Risk Factors”.

The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report.

Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”

We do not currently engage in any business activities that provide revenue or cash flow. During the 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.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

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 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 a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

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.

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.

As of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

The independent registered public accounting firm auditors’ report accompanying our October 31, ~~2020~~2021 financial statements contained 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.

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Arax Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheet~~sheets of Arax Holdings Corp. ~~(the "Company")~~ as of October 31, 2021 and 2020, the related ~~statement~~statements of operations, ~~stockholders'~~stockholders’ equity (deficit), and cash flows for the ~~year~~years then ended, and the related notes (collectively referred to as the ~~"financial statements"~~“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2021 and 2020, and the results of its operations and its cash flows for the ~~year~~years then ended, in conformity with accounting principles generally accepted in the United States.

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’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on the ~~Company's~~Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~("PCAOB"~~(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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.

/s/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the ~~Company's~~Company’s auditor since 2021

Lakewood, CO

~~April 22, 2021~~February 7, 2022

F-2

ARAX HOLDINGS CORP.

BALANCE SHEET

	~~October 31,~~
	~~2020~~

~~ASSETS~~
~~Total Assets~~	$	-

~~LIABILITIES & STOCKHOLDERS’ DEFICIT~~

~~Current liabilities~~
~~Loan from related party~~	$	-
~~Related party payable for services~~		-
~~Convertible note~~		-
~~Accrued expenses~~		-
~~Accrued interest payable~~		-
~~Total current liabilities~~		-
~~Total liabilities~~

~~Commitments and Contingencies~~

~~Stockholders’ Equity~~
~~Common stock, Par Value $0.001, 75,000,000 shares authorized, 10,335,924 issued and outstanding as of October 31, 2020~~		~~10,335~~
~~Additional paid in capital~~		~~588,271~~
~~Retained earnings (deficit)~~		~~(598,606~~	)
~~Total Stockholders’ (Deficit)~~		-
~~Total Liabilities and Stockholders’ (Equity)~~	$	-

	October 31, 2021			October 31, 2020
ASSETS
Total assets	$	—		$	—

LIABILITIES & STOCKHOLDERS’ DEFICIT

Current liabilities
Accrued expenses	$	14,150		$	—
Due to related party		11,862
Total current liabilities		26,012			—
Total liabilities	$	26,012		$	—

Commitments and contingencies

Stockholders’ deficit
Preferred Stock Series A, par value $0.001, 10,000,000 shares authorized, 10,000,000 and -0- shares issued and outstanding as of October 31, 2021 and 2020, respectively		10,000			—
Common stock, Par Value $0.001, 75,000,000 shares authorized, 10,335,294 issued and outstanding as of October 31, 2021 and 2020		10,335			10,335
Additional paid in capital		684,046			588,271
Accumulated deficit		(730,393	)		(598,606	)
Total stockholders’ deficit		(26,012	)		—
Total liabilities and stockholders’ deficit	$	—		$	—

ARAX HOLDINGS CORP.

STATEMENT OF OPERATIONS

	~~October 31,~~
	~~2020~~

~~Revenue~~	$	-

~~Operating Expenses:~~
~~Administrative expenses -~~		-
~~Total operating expenses~~		-
~~(Loss) from operations~~		-
~~Other expense~~
~~Other (expense) net~~		-
~~Income (loss) before provision for income taxes~~		-
~~Provision for income taxes~~		-
~~Net (Loss)~~	$	-

~~Basic and diluted earnings(loss) per common share~~	$	-

~~Weighted average number of shares outstanding~~		~~10,335,924~~

	Year ended October 31, 2021			Year ended October 31, 2020
Revenue	$	—		$	—

Operating expenses:
Administrative expenses		26,012			—
Administrative expenses -related party		105,775			—
Total operating expenses		131,787			—
Loss from operations		(131,787	)		—
Other expense
Other (expense) net		—			—
Loss before provision for income taxes		(131,787	)		—
Provision for income taxes		—			—
Net loss	$	(131,787	)	$	—

Basic and diluted loss per common share	$	(0.01	)	$	—

Weighted average number of shares outstanding		10,335,294			10,335,294

ARAX HOLDINGS ~~CORP.~~CORP

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

YEARS ENDED OCTOBER 31, 2021 AND 2020

					Additional					Total											Additional							Total
	Common Stock				Paid-in		Accumulated			Stockholders’		Preferred Stock				Common Stock					Paid-in Capital				Accumulated Deficit			Stockholders’ Equity
	Shares		Value		Capital		Deficit			Equity		Shares		Value		Shares		Value		Paid-in Capital	Paid-in Capital		Accumulated Deficit	Stockholders’ Equity	Accumulated Deficit			Stockholders’ Equity
Balance, October 31, 2019		10,335,924	$	10,335	$	588,271	$	(598,606	)	$	-		—	$	—		10,335,294	$	10,335	Paid-in Capital	$	588,271	Accumulated Deficit	Stockholders’ Equity	$	(598,606	)	$	—

Net loss								-			-				—				—			—				—			—

Balance, October 31, 2020		10,335,924	$	10,335	$	588,271	$	(598,606	)	$	-		—	$	—		10,335,294	$	10,335		$	588,271			$	(598,606	)	$	—

									Additional					Total
	Preferred Stock				Common Stock				Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
	Shares		Value		Shares		Value		Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance, October 31, 2020		—	$	—		10,335,294	$	10,335	$	588,271	$	(598,606	)	$	—

Issuance of preferred stock and forgiveness of debt treated as a capital contribution		10,000,000		10,000		—		—		90,000		—			100,000
Forgiveness of debt treated as a capital contribution		—		—		—		—		5,775		—			5,775
Net loss		—		—		—		—		—		(131,787	)		(131,787	)

Balance, October 31, 2021		10,000,000	$	10,000		10,335,294	$	10,335	$	684,046	$	(730,393	)	$	(26,012	)

ARAX HOLDINGS CORP

STATEMENT OF CASH FLOWS

	~~October 31,~~
	~~2020~~

~~Cash Flows From Operating Activities:~~
~~Net loss~~	$	-
~~Adjustments to reconcile net income to net cash provided by (used for) operating activities~~
~~Net cash provided by (used for) operating activities~~		-

~~Cash Flows From Investing Activities:~~
~~Net cash provided by (used for) investing activities~~		-

~~Cash Flows From Financing Activities:~~
~~Net cash provided by (used for) financing activities~~		-

~~Net Increase (Decrease) In Cash~~		-
~~Cash At The Beginning Of The Period~~	$	-
~~Cash At The End Of The Period~~	$	-

	Year ended October 31, 2021			Year ended October 31, 2020
Cash flows from operating activities:
Net loss	$	(131,787	)	$	—
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation		83,834			—
Expenses paid by related party		11,862
Changes in operating assets and liabilities:
Increase in accrued expenses		14,150			—
Net cash used by operating activities		(21,941	)		—

Cash flows from investing activities:		—			—
s
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		$	—

ARAX HOLDINGS CORP.

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2021 AND 2020

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

It was further indicated as possible that a new business model could be related to a new business sector other than the food sector, and that any new business model could entail a capital restructuring of the Company in order to provide new capital and a broader base of shareholders. Such a capital restructuring of the Company could involve a merger or acquisition of assets through various techniques, including a possible reverse-merger. On October 31, 2016 management believed that the best business model for our investors is to pursue business activity in the Life Sciences sector of the United States and possibly internationally.

The Company ~~has~~had been dormant ~~since~~from September 28, ~~2017.~~2017 to October 31, 2020.

~~The Company’s accounting year-end is October 31.~~On June 24, 2021, as a result of a private transaction, 10,000,000 shares of Series A Preferred Stock, $0.001 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 outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.

On June 24, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Michael Pieter Loubser consented to act as the new Chairman of the Board of Directors of the Company, Ockert Cornelius Loubser consented to act as the new Chief Executive Officer of the Company, and Rastislav Vašička consented to act as the new Chief Information Officer of the Company.

On August 31st, 2021, the Company appointed Christopher D. Strachan as its Chief Financial Officer.

The Company has no employment contracts with any of its officers.

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 slow the further spread of the disease.

Covid-19 and the 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 result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

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, ~~2020,~~2021, the Company had ~~no cash~~a working capital deficit of $26,012 and an accumulated deficit of ~~$598,606.~~$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. ~~Recently the~~The Company is currently being funded by ~~David Lazar who extended interest-free demand loans~~a company related to the Company. Mr. Lazar sold his interest in the company and will no longer be offering any form of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans.Michael Pieter Loubser. The Company will be required to continue to sorely on this entity until its operations become profitable. ~~Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.~~

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial ~~statements and the reported amounts of revenues and expenses during the reporting period.~~statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. ~~On October 31, 2020.~~

~~Income taxes~~The Company has 0 cash equivalents.

Income taxes

The Company accounts for income taxes under FASB ASC 740, ~~“Accounting~~“Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be ~~more-likely-than-not~~more likely than not to be sustained upon examination by taxing authorities.

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 assesses 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 tax 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 Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

~~Recent Accounting Pronouncements~~ The Company has 100,000,000 and 0 shares issuable upon the conversion of preferred stock that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for the years ended October 31, 2021 and 2020, respectively.

~~There are no recent accounting pronouncements that impact the Company’s operations.~~

NOTE 3 – EQUITY

Common Stock

The Company has authorized 75,000,000 shares of ~~$0.001~~$0.001 par value, common stock. As of October 31, 2021 and 2020 there were ~~10,335,924~~10,335,294 shares of common stock issued and outstanding.

Preferred Stock

On March 31, 2021 the Company took a corporate action and authorized 10,000,000 shares of Series A Preferred Stock with a par value of $0.001. 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.

Due to the thinly traded nature of the Company’s stock and its status as a “shell”, the Company used the par value of the common stock which was determined to be $100,000 to value this issuance and recorded $16,166 for repayment of the loan and $83,834 as share-based compensation in the Company’s Statements of Operations.

On June 24, 2021, as a result of a private transaction, the 10,000,000 shares of Series A Preferred Stock were transferred from Custodian Ventures, LLC to Michael Pieter Loubser.

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 in 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

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 following 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 distribution 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 any 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 in 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 ~~issued and outstanding, respectively.~~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 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.

(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 4 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments of October 31, 2021 and 2020.

NOTE 5 – NOTES PAYABLE-RELATED PARY

Mr. Lazar, the principal member of the Company’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 the Company. As of April 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 credited to paid in capital.

NOTE 6 – ADVANCES FROM RELATED PARTY

An entity controlled by the Company’s Chairman has advanced an aggregate of $11,862 to the Company as of October 31, ~~2020.~~2021. These funds were used to pay corporate expenses of the Company, and the payments were made directly to the vendors by this entity.

NOTE 56 – SUBSEQUENT EVENTS

In accordance with ~~SFAS 165 (ASC 855-10) management~~FASB ASC 855-10, Subsequent Events, the Company has ~~performed an evaluation of~~analyzed its operations subsequent ~~events through~~to October 31, 2021, to the date ~~that the~~these consolidated financial statements were ~~available to be~~ issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

~~F-8~~

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 procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that 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 issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s 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 designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures 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 risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of October 31, ~~2020,~~2021, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

	●	The Company does not have sufficient segregation of duties within accounting functions due to ~~only having one officer~~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.

	●	All of the Company’s financial reporting is carried out by a financial consultant.

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

Changes in Internal Control over Financial Reporting.

There has been no change in our internal control over financial reporting during the year ended October 31, ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and positions of our executive officers and directors. 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 extent governed by employment contract, at the discretion of the Board.

Name	Age	Positions
~~David Lazar~~Michael Pieter Loubser	3064	~~Director,~~ Chairman of the Board of Directors
Ockert Cornelius Loubser	36	Chief Executive Officer ~~Treasurer, and Secretary~~
Christopher D. Strachan	57	Chief Financial Officer
Rastislav Vašička	36	Chief Information Officer

~~David Lazar, 30, has been CEO and~~Michael Pieter Loubser joined the Company as Chairman of the ~~Company since December~~Board of Directors on June 24, 2021. With over 30 ~~2020. David Lazar~~years’ experience in the digital transaction and data facilitation industry, Mr. Loubser is a ~~private investor. Mr. Lazar~~seasoned Blockchain implementation advisor and Industrial Consultant, who has been instrumental in the set-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 ~~partner at Zenith Partners International since 2013, where~~seasoned serial entrepreneur and tech-savvy business developer and has over 18 years of commercial expertise as a pioneering businessman. Since 2003, he ~~specializes~~established multiple ventures, all still in ~~research~~operations to this day. He co-founded Core Decentralized Technologies and ~~development, sales, and marketing. From 2014 through 2015, David was~~has been the Chief Executive Officer of ~~Dico,~~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.~~, which was then sold~~ 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 ~~Peekay Boutiques. Since February~~licensed cannabis operators, and the management of ~~2018,~~operations for these and other third party cannabis operators deriving income from management and royalty fees. Mr. ~~Lazar~~Strachan has also served as the President of Helisports LLC, a business 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 as Chief Information Officer on June 24, 2021. Mr. Vašička has been the ~~managing member~~Chief Information Officer of ~~Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March~~Decentralized Software Solutions Platform since 2019. Rastislav has been the Chief Information Officer of Core Group since 2017, the Chief Information Officer of ping exchange since 2018, ~~David has acted as~~ the ~~managing member~~Founder of ~~Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge~~CRYPTO ■ HUB since 2018, the Managing Editor at CCnews24 since Jan 2018, CIO of ~~financial, legal~~Wall it since 2016, and ~~operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.~~

MARKET FROM TO
NAME OF ISSUER TRADED ON POSITION(S) HELD MM YYYY MM YYYY
Rarus Technologies, Inc. (RARS) OTCBB CEO, Director 01 2018 05 2018
DRS, Inc. (DRSX) CEO, Director 07 2018 11 2018
Energenx, Inc. (EENX) OTC CEO 03 2018 07 2018
Melt, Inc. (MLTC) OTC Director 10 2018 03 2019
Nevtah Capital Management Corporation (NTAH) OTC – US President, Chief Executive Officer & Secretary 03 2019 05 2020
Mediashift, Inc. (MSHFQ) OTC Chairman, President, CEO, CFO & Secretary 03 2019 09 2019
Sollensys Corp. (SOLS) OTC Market President, CEO, Secretary & Director 12 2019 08 2020
Foru Holdings, Inc (FORU) OTC Markets Chairman, President, CEO, CFO & Secretary 03 2020 Current
Superbox, Inc (SBOX) OTC Markets Chairman, President, CEO, CFO & Secretary 03 2020 Current
Petrone Worldwide, Inc (PFWIQ) OTC Markets Chairman, President, CEO, CFO & Secretary 03 2020 Current
Gushen, Inc (GSHN) OTC – US Chairman, President, CEO, CFO & Secretary 03 2020 12 2020
Reliance Global Group Inc. (RELI) OTC Director 03 2020 Current
GHAR, Inc. (GHAR) OTC Markets Chairman, President, CEO, CFO & Secretary 03 2020 Current
PhoneBrasil (PHBR) OTC Markets Chairman, President, CEO, CFO & Secretary 08 2020 12 2020
XXStream Entertainment, Inc. OTC Markets Chairman, President, CEO, CFO & Secretary 07 2020 12 2020
Adorbs Inc. N/A Chairman, President, CEO, CFO & Secretary 07 2020 Current
China Botanic Pharmaceutical, Inc(CBPI) OTC Markets Chairman, President, CEO, CFO & Secretary 02 2021 Current
C2E Energy Inc. (OOGI) OTC Markets Chairman, President, CEO, CFO & Secretary 02 2021 Current
Finotec (FTGI) OTC Markets Chairman, President, CEO, CFO & Secretary 03 2020 01 2021
3D Makerjet Inc. (MRJT) OTC Markets Chairman, President, CEO, CFO & Secretary 07 2020 03 2021

~~David Lazar was also the sole officer and director~~Co-founder of Shentang International, Inc. (“Shentang”), which is a blank check company. On April 29, 2020, Plentiful Limited, a Samoan company, purchased 10,000,000 shares of Shentang’s preferred stock, par value $0.001 per share, representing 98% of the voting stock, from Custodian Ventures for $225,000. This concluded Mr. Lazar’s association with Shentang. A business combination has yet to occur. Shentang has not registered any offerings under the Securities Act.Webhosting & Blockchain services since 2010.

David Lazar was also the sole officer and director of Guozi Zhongyu Capital Holdings (formerly Melt Inc.) (“Guozi”), which was a blank check company. On February 27, 2019, Zhicheng RAO, purchased 2,185,710,000 shares of Guozi’s common stock, par value $0.00001 per share, from Custodian Ventures for $325,000, representing 99% of the voting stock. This concluded Mr. Lazar’s association with Guozi. Guozi has not registered any offerings under the Securities Act.

David Lazar was also the sole officer and director of Cang Bao Tian Xia International Art Trade Center Inc. (formerly Zhongchai Machinery, Inc.) (“Cang”), which is a blank check company. On December 16, 2018, Xingtao Zhou and Yaqin Fu purchased 3,096,200 shares of common stock and 10,000,000 shares (the “Shares”) of preferred stock, each par value $0.001 per share, representing approximately 99% of the voting capital, from Custodian Ventures for $375,000. This concluded Mr. Lazar’s association with Cang. A business combination has yet to occur. Cang has not registered any offerings under the Securities Act.

Except for GHAR, Inc, Adorbs, Inc. and Reliance Global Group Inc., Mr. Lazar took control of all of the companies listed by becoming the Court-appointed custodian through Custodian Ventures LLC and entity in which he is the managing member.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.

Audit Committee

We do not have any committees of the Board as we only have one director.

Director Independence

We do not currently have any independent directors. We evaluate independence by the standards for director independence established by Marketplace Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.

Board Leadership Structure

We have chosen to combine the Chief Executive Officer and Board Chairman positions since one person is our sole officer and director.

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 is 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 own more than 10% of the Company’s Common Stock to file 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 furnish us with copies of all Section 16(a) forms they file. Based solely on 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.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table— Fiscal Years Ended October 31, 2021 and 2020

The following table sets forth information ~~is related~~concerning all cash and non-cash compensation awarded to, earned by or paid to the ~~compensation paid, distributed, or accrued by us~~named persons for ~~the fiscal year ended October 31, 2020 to our Chief Executive Officer (principal executive officer)~~services rendered in all capacities during the ~~last fiscal year and the two~~noted periods. No other ~~most highly compensated~~ executive officers ~~serving as~~received total annual salary and bonus compensation in excess of ~~the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”):~~$100,000.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus		Option Awards		All Other Compensation			Total ($)
Ockert Cornelius Loubser CEO (1)	2021	$	-		-		-		-		$	-
	2020	$	-		-		-		-		$	-
David Lazar - CEO (2)	2021	$	-		-		-		83,834	(3)	$	83,834
	2020	$	-		-		-		-		$	-

~~We did not pay any compensation to our Chief Executive Officers (the “Named Executive Officers”) during the last two fiscal years.~~

(1)

Ockert Cornelius has served as CEO since June 24, 2021.

(2)

David Lazar served as CEO from December 30, 2020 until June 24, 2021.

(3)

Represents the value of preferred shares issued to Mr. Lazar as payment of compensation of $83,834 and as repayment of loans aggregating $16,166. See Note 3 to the financial statements for additional information.

Named Executive Officer Employment Agreements

None.

Termination Provisions

As of the date of this Report, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a Named Executive Officer 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 Company or a change in the Named Executive Officer’s responsibilities, with respect to each Named Executive Officer.

Outstanding Equity Awards at Fiscal Year End

As of October 31, ~~2020~~2021 none of our Named Executive Officers held any unexercised options, stock that have not vested, or other equity incentive plan awards.

Director Compensation

To date, we have not paid our director any compensation for 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 plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table ~~sets forth certain information regarding beneficial ownership~~provides the names and addresses of ~~the Company’s Common Stock as of April 17, 2021, by (i)~~ each person ~~who is~~ known ~~by the Company~~to us to own ~~beneficially~~ more than 5% of ~~any classes~~our outstanding shares of ~~outstanding Common Stock, (ii) each director~~common stock as of January 31, 2022 and by the ~~Company, (iii) each of the Chief Executive Officers~~officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the ~~executive officers (collectively,~~shareholders listed possesses sole voting and investment power with respect to the ~~“Named Executive Officers”) and (iv) all directors and executive officers of the Company as a group based upon 10,335,924~~ shares ~~outstanding.~~shown.

Name and Address of Beneficial Owners of Common Stock Title of Class Amount and
Nature of
Beneficial
Ownership % of
Common
Stock

David Lazar Common Stock 17,550 Less than 1 %

DIRECTORS AND OFFICERS – TOTAL (One Officer and Director) 17,550 Less than 1 %

5% SHAREHOLDERS

Thru Pharma, LLC
2329 N. Career Avenue
Suite 317
Sioux Falls, South Dakota 57107 Common Stock 8,000,000 77.4 %

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 31, 2022.

(3)

Includes 100,000,000 shares of our Common Stock issuable upon conversion of our Series A preferred stock.

(4)

2329 N. Career Avenue, Suite 317, Sioux Falls, South Dakota 57107

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Not applicable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~The following table shows~~Audit Fees

For the ~~fees paid~~Company’s fiscal years ended October 31, 2021 and 2020, we were billed or ~~accrued~~expect to be billed approximately $23,000 and $23,000, respectively, for professional services rendered for the audit and ~~other~~quarterly reviews of our financial statements by BF Borgers CPA , respectively.

Audit Related Fees

There were no fees for audit related services ~~provided~~rendered by our independent auditors for the years ~~ended:~~ended October 31, 2021 and 2020.

	~~October 31,~~
	~~2020~~
~~Audit fees~~	$	-
~~Total fees paid or accrued to our principal accountant~~	$	-

Tax Fees

For our fiscal years ended October 31, 2021 and 2020, there were no fees for professional services rendered by our independent auditors for tax compliance, tax advice, and tax planning.

All Other Fees

For our fiscal years ended October 31, 2021 and 2020, 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.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

~~32.1~~31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

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)*

SIGNATURES

~~In accordance with~~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: ~~April 22, 2021~~February 7, 2022	By:	/s/ ~~David Lazar~~Ockert Loubser
		~~David Lazar~~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 7, 2022
Ockert Loubser

/s/ Christopher D. Strachan	Chief Financial Officer (Principal Financial and Accounting Officer)	February 7, 2022
Christopher D. Strachan

/s/ Michael Loubser	Chairman	February 7, 2022
Michael Loubser

	PART I

Item 1	Description of Business	1

Item 1A	Risk Factors	2

Item 1B	Unresolved Staff Comments	82

Item 2	Properties	82

Item 3	Legal Proceedings	82

Item 4	Mine Safety Disclosures	82

	PART II

Item 5	Market for Common Equity and Related Stockholder Matters	93

Item 6	Selected Financial Data	93

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	93

Item 7A	Quantitative and Qualitative Disclosures About Market Risk	114

Item 8	Financial Statements and Supplementary Data	F-1

Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	125

Item 9A	Controls and Procedures	125

Item 9B	Other Information	125

	PART III

Item 10	Directors, Executive Officers, and Corporate Governance	136

Item 11	Executive Compensation	147

Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	157

Item 13	Certain Relationships and Related Transactions, and Director Independence	157

Item 14	Principal Accountant Fees and Services	157

	PART IV

Item 15	Exhibits and Financial Statement Schedules	169

Report of Independent Registered Public Accounting Firm	F-2

Balance ~~Sheet~~Sheets as of October 31, 2021 and 2020	F-3

Statements of Operations for the ~~Year~~Years Ended October 31, 2021 and 2020	F-4

~~Statement~~Statements of Changes in Stockholders’ Equity (Deficit) for the ~~Year~~Years Ended October 31, 2021 and 2020	F-5

Statements of Cash Flows for the ~~Year~~Years Ended October 31, 2021 and 2020	F-6

Notes to the Financial Statements	F-7

Title of each class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

MARKET			FROM				TO
NAME OF ISSUER	TRADED ON	POSITION(S) HELD	MM		YYYY		MM		YYYY
Rarus Technologies, Inc. (RARS)	OTCBB	CEO, Director		01		2018		05		2018
DRS, Inc. (DRSX)		CEO, Director		07		2018		11		2018
Energenx, Inc. (EENX)	OTC	CEO		03		2018		07		2018
Melt, Inc. (MLTC)	OTC	Director		10		2018		03		2019
Nevtah Capital Management Corporation (NTAH)	OTC – US	President, Chief Executive Officer & Secretary		03		2019		05		2020
Mediashift, Inc. (MSHFQ)	OTC	Chairman, President, CEO, CFO & Secretary		03		2019		09		2019
Sollensys Corp. (SOLS)	OTC Market	President, CEO, Secretary & Director		12		2019		08		2020
Foru Holdings, Inc (FORU)	OTC Markets	Chairman, President, CEO, CFO & Secretary		03		2020		Current
Superbox, Inc (SBOX)	OTC Markets	Chairman, President, CEO, CFO & Secretary		03		2020		Current
Petrone Worldwide, Inc (PFWIQ)	OTC Markets	Chairman, President, CEO, CFO & Secretary		03		2020		Current
Gushen, Inc (GSHN)	OTC – US	Chairman, President, CEO, CFO & Secretary		03		2020		12		2020
Reliance Global Group Inc. (RELI)	OTC	Director		03		2020		Current
GHAR, Inc. (GHAR)	OTC Markets	Chairman, President, CEO, CFO & Secretary		03		2020		Current
PhoneBrasil (PHBR)	OTC Markets	Chairman, President, CEO, CFO & Secretary		08		2020		12		2020
XXStream Entertainment, Inc.	OTC Markets	Chairman, President, CEO, CFO & Secretary		07		2020		12		2020
Adorbs Inc.	N/A	Chairman, President, CEO, CFO & Secretary		07		2020		Current
China Botanic Pharmaceutical, Inc(CBPI)	OTC Markets	Chairman, President, CEO, CFO & Secretary		02		2021		Current
C2E Energy Inc. (OOGI)	OTC Markets	Chairman, President, CEO, CFO & Secretary		02		2021		Current
Finotec (FTGI)	OTC Markets	Chairman, President, CEO, CFO & Secretary		03		2020		01		2021
3D Makerjet Inc. (MRJT)	OTC Markets	Chairman, President, CEO, CFO & Secretary		07		2020		03		2021

Name and Address of Beneficial Owners of Common Stock	Title of Class	Amount and Nature of Beneficial Ownership	% of Common Stock

David Lazar	Common Stock	17,550		Less than 1	%

DIRECTORS AND OFFICERS – TOTAL (One Officer and Director)		17,550		Less than 1	%

5% SHAREHOLDERS

Thru Pharma, LLC 2329 N. Career Avenue
Suite 317
Sioux Falls, South Dakota 57107	Common Stock	8,000,000		77.4	%