U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: JulyJanuary 31, 20232024

OR

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

For the transition period from _______to _______

Commission File Number 333-185928

ARAX HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

820 E Park Ave, Bldg. D200
Tallahassee FL. 32301

(564850) -234-7009254-1161

(Issuer’s telephone number including area code)

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements 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 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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ ☐No No ☒

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date. As of August 25, 2023,April 19, 2024, there were 117,625,624127,588,506 common shares outstanding.

Arax Holdings Corp.

CONTENTS

PART 1 – FINANCIAL INFORMATION

Item 1. – Financial Statements

ARAX HOLDINGS CORP.

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed financial statements.  

ARAX HOLDINGS CORP.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

ARAX HOLDINGS CORP.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE SIX AND NINE MONTHS ENDED JUYJANUARY 31, 20232024 AND 20222023

(unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

ARAX HOLDINGS CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited) 

The accompanying notes are an integral part of these unaudited condensed financial statements.

ARAX HOLDINGS CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited) 

The accompanying notes are an integral part of these unaudited condensed financial statements.

ARAX HOLDINGS CORP.

NOTES TO FINANCIAL STATEMENTS 

JULYJANUARY 31, 20232024 AND 20222023

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Arax Holdings Corp. (the “Company”, “we”, “our” or “us”) was incorporated under the laws of the State of Nevada on February 23, 2012.

The Company currently has noexpanded operations in the blockchain logistics and software design industries. The Company has entered into consulting and design agreements from a continuing business other thanand is in the expenditures related to running theprocess of completing an acquisition of certain software technologies. The Company and currently has no revenue from continuing operations.operations and expects to increase these revenues.

Management intends to explore and identify business opportunities within the U.S., and other countries, including a potential acquisition of an operating entityentities through a reverse merger,share swap, asset purchase or similar transaction. Our executives have experience in business consulting, although no assurances can be given that they can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and presented in accordance with accounting principles generally accepted in the United States of America (US GAAP).

The accompanying balance sheet at October 31, 2022,2023, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements as of JulyJanuary 31, 20232024 and for the three six and nine months ended JulyJanuary 31, 20232024 and 20222023 have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended October 31, 20222023 as filed with the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed financial statements. The condensed financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three six and nine months ended JulyJanuary 31, 20232024 are not necessarily indicative of the results that may be expected for the year ending October 31, 20232024 or any future periods.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. The Company has incurred operating losses since its inception. As of JulyJanuary 31, 2023,2024, the Company had a working capital equity of $19,400,6266,925,669 and an accumulated deficit of $4,204,75119,386,716.

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 including convertible debt financing. The Company is currently being funded by a company related to its Chairman, Michael Pieter Loubser. The Company will be required to continue to rely on this entityvarious debt financing until its operations become profitable.

Use of Estimates

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

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.

Stock-based Compensation

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

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company has 100,000,000 and 100,000,0000 shares issuable upon the conversion of preferred stock that were not included in the computation of dilutive loss per share because their inclusion is antidilutiveanti-dilutive for the three six and nine months ended JulyJanuary 31, 20232024 and 2022,2023, respectively.

NOTE 3 – EQUITY

The Company has authorized 10,000,000 shares of $0.001 par value, preferred stock. As of JulyJanuary 31, 20232024 and October 31, 20222023 there were 10,000,000 shares of preferred stock issued and outstanding.

The Company has authorized 950,000,000 shares of $0.001 par value, common stock. As of JulyJanuary 31, 2024 and October 31, 2023 there were 117,570,915 shares of common stock, and October 31, 2022 there were 10,335,294126,160,534 shares of common stock issued and outstanding.

The Company issued 107,235,621 common stockdid not issue any equity securities during the nine month period ended July 31, 2023 and no common stock during the nine month period ended July 31, 20222. This common stock represented the acquisitioneither of the Core Business Holdings of which 90,215,096 shares of common stock was issuedthree month periods ended January 31, 2024 and 4,870,134 to be issued. The remainder of the common stock issued represented the conversion of the convertible notes the Company had issued in the nine months ending July 31, 20232023. 

Preferred Stock

On March 31, 2021 the Company issued 10,000,000 shares of Series A Preferred Stock with a par value of $0.001. The Series A shares are convertible into common stock on a 10 for 1 basis and were issued in return for a reduction of $16,166 of related party debt. Due to the thinly traded nature of the Company’s stock and its status as a “shell”, the Company used the par value of the common stock, which was determined to be $100,000, to value this issuance and recorded $16,166 for repayment of the loan and $83,834 as share-based compensation in the Company’s Statements of Operations.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments of JulyJanuary 31, 20232024 and October 31, 2022.2023.

COVID-19

On March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic has had a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries now lifted policies that were intended to stop or slow the further spread of the disease.

There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations.

NOTE 5 – ADVANCES FROM RELATED PARTY

An entity controlled by the Company’s Chairman has advanced an aggregate of $57,756 and $57,75757,756 to the Company as of JulyJanuary 31, 20232024 and October 31, 2022.2023, respectively. These funds were used to pay corporate expenses of the Company prior to October 31, 2022, and the payments were made directly to the vendors by this entity.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to JulyJanuary 31, 2023,2024, to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Arax Holdings Corp. (the “Company”, “we”, “our” or “us”) was incorporated under the laws of the State of Nevada on February 23, 2012. Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimalno revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future.

Plan of Operation

The Company has expanded operations from a continuing business providingin the blockchain logistics and software and logistics services to a company in South Africa. The Company intends to develop this relationship while expanding in other areas of the world. The Company has acquired financial licenses in Switzerland under the entity Cilandro and is currently working to provide Central Business Digital Currencies for various entities worldwide. The Company will continue to develop software solutions that work exclusively on the Core Blockchain to maximize its potential for revenue generation in this new technology released in May of 2022.design industries. The Company has entered into consulting and design agreements from continuing business and is in the process of evaluating additional acquisitionscompleting an acquisition of certain software technologies. The Company currently has revenue from continuing operations and expects to increase these revenues as of the date of this Report.

Management intends to explore and identify business opportunities within the U.S., and other countries, 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.

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 completedcontinued to complete the acquisition of certain technologies and software businesses including the Core Business Holdings GroupGroup. This business and Cilandro. These businesses, technology and any other target business that areis selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

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

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

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.  Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

Limited Operating History; Need for Additional Capital

We cannot guarantee we will be successful in our business operations. We have not generated anyminimal revenue since inception. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

If we are unable to meet our needs for cash from either our operations or possible alternative sources, then we may be unable to develop our operations.

Off-Balance Sheet Arrangements

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

Going Concern

The independent registered public accounting firm auditors’ report on our October 31, 20222023 financial statements expressed an opinion that our capital resources as of the date of their Audit Report were not sufficient to sustain operations or complete our planned activities for the upcoming year. Our current lack of cash and limited resources raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional funds, we may no longer be able to continue as a going concern and will cease operation which means that our shareholders will lose their entire investment.   

Critical Accounting Principles

The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. We have not identified any critical accounting policies.

Related Party Transaction

In December 2022, Arax Holdings Corp. completed the acquisition of Core Business Holdings for a total consideration of $18,000,000. This transaction is classified as an asset acquisition rather than a business combination in accordance with ASC Topic 805-50, due to the nature of the acquired assets being solely intellectual properties (IP) without substantive processes or outputs necessary to meet the definition of a business under ASC 805-10-55

The intellectual properties, valued at $18,000,000, represent developed software on an emerging blockchain technology platform. These assets are recognized at cost, as there were no processes or outputs to suggest a valuation above the direct costs incurred. Consequently, no goodwill or additional value was recognized in this transaction.

Related Party Transaction Disclosure
This transaction was between related parties and, as required by ASC 850, all relevant details of the transaction have been fully disclosed. The acquisition was conducted at fair value, which coincides with the direct costs associated with the development of the acquired software IP. Such transactions were scrutinized to ensure they reflect terms that are consistent with market practices and did not result from motivations that would detract from the interests of the shareholders

Impairment Consideration

Impairment Review and Measurement: Consistent with IAS 36 on Impairment of Assets, and in compliance with GAAP accounting standards on impairment of assets, ARAX Holdings Corp. conducts periodic reviews of asset values to ensure they are not recorded at more than their recoverable amount. Consistent with these principles, an impairment loss was recognized for the recently acquired assets from the related party transaction involving Core Business Holdings.

Reason for Impairment: The impairment was necessitated by the related party nature of the transaction, which requires a cautious approach to valuation until a formal, independent valuation is available. As of the reporting date, the impairment recognized amounted to $18,550,285, reflecting the difference between the asset's carrying value at acquisition and its fair value, adjusted for this impairment.

Basis of Impairment Calculation: The recoverable amount of the assets was determined based on the higher of the fair value less costs of disposal or the value in use at the time of impairment testing. This approach ensures that the assets are measured fairly and conservatively, reflecting their current economic worth to the company.

Financial Statement Representation: ARAX Holdings Corp. asserts that these financial statements accurately reflect the comprehensive details of the acquisition and subsequent impairment. This disclosure is intended to provide stakeholders with clear and reliable information regarding the financial implications and the nature of the transaction, maintaining transparency and adherence to regulatory requirements.

This format adheres to SEC and GAAP guidelines, ensuring that all necessary details concerning the impairment and the related party transaction are comprehensively and transparently reported..

Result of Operations

Three Months Ended JulyJanuary 31, 20232024 Compared to the Three Months Ended JulyJanuary 31, 20222023

We had $226,886.00 ofreported $226,886 and $226,886 in revenue during the three months ending JulyJanuary 31, 20232024 and no revenue for the three months ending July 31, 2022.2023. We anticipate generating additionalgrowth in revenues during the current fiscal year endedending October 31, 2023.2024. Our net incomelosses for the three month periodthree-month periods ended JulyJanuary 31, 2024 and 2023 was $401,460.66were $1,229,252 and a net loss of $11,122 for July 31, 2023.$23,616 respectively.

Our general and administrative expenses consist of professional fees and other costs incurred in connection with maintaining the Company’s filings with the Securities and Exchange Commission and the payment of vendors associated with the issuance and trading of the Company’s securities, such as transfer agent fees. Consulting, software R & D, marketingThere were development costs of $ 1,265,120 and business development fees. These expenses were $2,564,715 and $11,122$ 0 for the three month periodsmonths ended JulyJanuary 31, 2024 and January 31, 2023 that are anticipated to be capitalized as software development for the year ending October 31, 2024. There were general expenses of $189,868 and $1,033,333 for the three months ended January 31, 2023 and 2022, respectively.

Nine Months Ended July 31, 2023 Compared to the Nine Months Ended July 31, 2022

We had $682,289.79 of revenue during the nine months ending July 31, 2023 and no revenue during the nine months ending July 31,2022. We anticipate generating additional revenues during the current fiscal year ended October 31, 2023. Our net losses for the nine month period ended July 31, 2023 and 2022 were $3,303,089 and $47,785 respectively.

Our general and administrative expenses consist of professional fees and other costs incurred in connection with maintaining the Company’s filings with the Securities and Exchange Commission and the payment of vendors associated with the issuance and trading of the Company’s securities, such as transfer agent fees. Consulting, marketing and business development fees. These expenses were $3,985,379 and $47,785 for the nine month periods ended July 31, 2023 and 2022, respectively 

Liquidity and Capital Resources

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. ItIf we are able to complete the acquisition of Core Business Holdings Group, it is likely we will need additional capital as a condition of continuing development of the software platforms.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,an acquisition, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive. 

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the sensitivity of income or loss to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in any substantive commercial business. Accordingly, the risks associated with foreign exchange rates, commodity prices, and equity prices are not significant. Our debt obligations contain interest rates that are fixed and we do not enter into derivatives or other financial instruments for trading or speculative purposes.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

As of JulyJanuary 31, 20232024 being the end of the period covered by this Report, we carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” and “internal control over financial reporting” as of the end of the period covered by this Quarterly Report.

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”), pursuant to Rule 13a- 15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, due to material weaknesses in our control environment and financial reporting process.

Our management, including our principal executive officer and principal financial officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision- making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

(b) Management’s Quarterly Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Based on our evaluation under the framework described above, as of JulyJanuary 31, 2023, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:

1)       The Company does not have sufficient segregation of duties within accounting functions due to its limited staff and limited resources;

2)       The Company does not have an independent board of directors or an audit committee;

3)       The Company does not have written documentation of our internal control policies and procedures; and

4)       All of the Company’s financial reporting is conducted by a financial consultant.

A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

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

(c) Change in Internal Control over Financial Reporting

There were no significant changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our secondfirst fiscal quarter that could materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1a. Risk Factors

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds

None.In the three months ended January 31, 2024 and January 31, 2023 the company issued $ 0 and $221,780 in two year convertible notes with a 10% interest and a variable conversion factor. These notes were converted into restricted shares of common stock of the Company in the prior fiscal year ending October 31, 2023.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.