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: April 30, 20212022

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 CORPCORP.

(Exact name of registrant as specified in its charter)

1185 Avenue of the Americas, 3rd Floor.30 N Gould Street
New York, New York 11572Sheridan, Wyoming82801

(646) 768-8417(564) 234-7009

(Issuer’sIssuer’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“large accelerated filer,” “accelerated” “accelerated filer,” “smaller” “smaller reporting company,”” and “emerging“emerging growth company”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 ☐☐

State the number of shares outstanding of each of the issuer’sissuer’s classes of common equity as of the latest practicable date. As of May 18, 2021,June 10, 2022, there were 10,335,92410,335,294 common shares outstanding.

Arax Holdings CorporationCorp.

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.

BALANCE SHEETCONDENSED STATEMENTS OF OPERATIONS

(Unaudited)(unaudited)

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

ARAX HOLDINGS CORP.

STATEMENTCONDENSED STATEMENTS OF OPERATIONSSTOCKHOLDERS' DEFICIT

(Unaudited)FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2022 AND 2021

(unaudited)

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

ARAX HOLDINGS CORPCORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

ARAX HOLDINGS CORP

STATEMENTCONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)(unaudited)

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

ARAX HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

APRIL 30, 2022 AND 2021

(Unaudited)

NOTE 1 – – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The Company currently has no operations from a continuing 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 as possible that a new business model could be related to a new business sector other than the food sector,expenditures related to running the Company and currently has no revenue from continuing operations.

Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our executives have experience in business consulting, although no assurances can be given that they can identify and implement a viable business strategy or that any newsuch strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business model could entail a capital restructuringmay be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects 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 been dormant since September 28, 2017.

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”. 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.

David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold 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 acted as the managing member 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.

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, thecoronavirus pandemic is having a negative ripple effect on the U.S. and 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.economies.

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. 

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidatedcondensed financial statements and related notes have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”(the “SEC”). Certain information and disclosures normally included in financial statements preparedpresented in accordance with accounting principles generally accepted in the United States (“GAAP”of America (US GAAP).

The accompanying balance sheet at October 31, 2021, 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 April 30, 2022 and for the three and six months ended April 30, 2022 and 2021 have been condensed or omitted as allowed by such rulesprepared in accordance with U.S. GAAP for interim financial information and regulations,with the instructions to Form 10-Q and management believes that the disclosures are adequate to makeArticle 8 of Regulation S-X. Accordingly, they do not include all of the information presented not misleading. These consolidatedand 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, 2021 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 the adjustments, which in the opinion of management arenormal recurring accruals) necessary to a fair presentation ofmake the condensed financial positionstatements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three and results of operations. All such adjustments are of a normal and recurring nature. Interim resultssix months ended April 30, 2022 are not necessarily indicative of the results that may be expected for a full year.the year ending October 31, 2022 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 April 30, 2021,2022, the Company had a working capital deficit of $5,775$62,675 and an accumulated deficit of $704,381.$767,056.

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’sCompany’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by David Lazar who is the managing member of Custodian Ventures, LLC., the Court-appointed custodian who is extending interest-free demand loansa company related to the Company.its Chairman, Michael Pieter Loubser. The Company will be required to continue to rely on Mr. Lazarthis entity until its operations become profitable.

Use of Estimates

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

Revenue Recognition 

On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of April 30, 2021, the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.

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 April 30, 2021, and October 31, 2020, the Company’s cash equivalents totaled $-0- and $-0- respectively.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “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 to be sustained upon examination by taxing authorities.has 0 cash equivalents.

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“Earnings per Share.”” Basic earnings per common share (“EPS”(“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

In February 2016, The Company has 100,000,000 and 100,000,000 shares issuable upon the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting modelconversion of preferred stock that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for lessees. The updated guidance requires an entity to recognize assetsthe three and liabilities arising from financingsix months ended April 30, 2022 and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.2021, respectively.

We adopted ASC 842 on October 31, 2020. The adoption of this guidance did not have any impact on our financial statements because we have no leases. 

NOTE 3 – – EQUITY

Common Stock

The Company has authorized 75,000,00010,000,000 shares of $0.001$0.001 par value, preferred stock. As of April 30, 2022 and October 31, 2021 there were 10,000,000 shares of preferred stock issued and outstanding.

The Company has authorized 75,000,000 shares of $0.001 par value, common stock. As of April 30, 20212022 and October 31, 20202021 there were 10,335,92410,335,294 shares of Common Stockcommon stock issued and outstanding, respectively.outstanding.

The Company did not issue common stock during either of the six month periods ended April 30, 2022 and 2021.

Preferred Stock

On March 31, 2021 the Company took a corporate action and authorized issued 10,000,000 shares of Series A Preferred Stock with a par value of $0.001. These$0.001. The Series A shares which are convertible into common stock on a 10 for 1 basis and 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 Stockissued in return for a reduction of $16,166 on Mr. Lazar’s loan$16,166 of $16,166 due fromrelated party debt. Due to the Company.

Thethinly traded nature of the Company recorded stock-based compensation expense of $83,834 during the three month period ended April 30, 2021’s stock and its status as a result“shell”, the Company used the par value of the issuance.

Liquidation Preference

In the event of any liquidation, dissolution or winding upcommon stock, which was determined to be $100,000, to value this issuance and recorded $16,166 for repayment 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, priorloan 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$83,834 as share-based compensation in the Board by the provisionsCompany’s Statements 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.Operations.

(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 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 April 30, 2021,2022 and October 31, 2020.2021.

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 5 – NOTES PAYABLE-RELATED PARY– ADVANCES FROM RELATED PARTY

Mr. Lazar,An entity controlled by the principal memberCompany’s Chairman has advanced an aggregate 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$50,175 and $11,862 to the Company. AsCompany as of April 30, 2022 and October 31, 2021, respectively. These funds were used to pay corporate expenses of the total amount dueCompany, and the payments were made directly to Mr. Lazar amounted to $5,775.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 April 30, 2021,2022, 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’sManagement’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.Company has incurred operating losses since its inception. We have a minimal operating history and no revenues or earnings from operations. We have no significant assets or financial resources. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company's ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by a company related to its Chairman, Michael Pieter Loubser. The Company will be required to continue to rely on this entity until its operations become profitable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Plan of Operation

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.

We will,do not currently engage in all likelihood, sustainany 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 expenses without corresponding revenuesbusiness.

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 immediate future.

Plandevelopment of Operationnew 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.

We have been dormant since May 2005. 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 intend to engage in what we believeexpect to be synergistic acquisitionssubject to numerous risks inherent in the business and operations of a financially unstable or joint venturesearly-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a companyhigh level of risk or companiesin 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 believe will enhance our business plan. There are no assurancesproperly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to consummate any acquisitions usingeffect one business combination due to our securities as consideration, or at all. Numerous thingslimited capital. This lack of diversification will need to occur to allowlikely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to implementoffset 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 aspecttime 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 therefuture 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 assurances that any of these developments will occur, or if they do occur,assurance that we will be successful in fully implementingaddressing such risks, and the failure to do so could have a material adverse effect on our plan.business prospects, financial condition, and results of operations.

Limited Operating History; Need for Additional Capital

We cannot guarantee we will be successful in our business operations. We have not generated any revenue since inception. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and cost increases in supplies and services.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 continue, develop or expand 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, 2021 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’sCompany’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. We have not identified any critical accounting policies.

Result of Operations

Three Months Ended April 30, 2022 Compared to the Three Months Ended April 30, 2021

We did not have revenue during the three months ending April 30, 2022 and 2021. We do not anticipate generating any revenues during the current fiscal year ended October 31, 2022. Our net losses for the three month periods ended April 30, 2022 and 2021 were $13,047 and $93,054 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. We also had stock-based compensation expense in the 2021 period. These expenses were $13,047 and $93,054 (including stock-based compensation of $83,834) for the three month periods ended April 30, 2022 and 2021, respectively.

Six Months Ended April 30, 2022 Compared to the Three Months Ended April 30, 2022

We did not have revenue during the six months ending April 30, 2022 and 2021. We do not anticipate generating any revenues during the current fiscal year ended October 31, 2022. Our net losses for the six month periods ended April 30, 2022 and 2021 were $36,663 and $105,775 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. We also had stock-based compensation expense in the 2021 period. These expenses were $36,663 and $105,775 (including stock-based compensation of $83,834) for the six month periods ended April 30, 2022 and 2021, 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. 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 currently are dependent on an entity controlled by the Company’s Chairman for funds used to pay corporate expenses of the Company, and the payments were made directly to the vendors by this entity.

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

Evaluation of(a) Disclosure Controls and Procedures

UnderAs of April 30, 2022 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 senior management, including our Chief Executive Officerprincipal executive officer and Chief Financial Officer, we evaluatedprincipal financial officer, of the effectiveness of the design and operation of ourthe 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 thisthat evaluation, our Chief Executive Officerprincipal executive officer and Chief Financial Officerprincipal financial officer concluded that, as of the Evaluation Date, that our disclosure controls and procedures were not effective suchto ensure that the information relating to us required to be disclosed in our Securities andreports under the Exchange Commission (“SEC”) reports (i)Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii)that such information is accumulated and communicated to our management, including our Chief Executive Officerprincipal executive officer and chiefprincipal financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s formerdisclosure, due to material weaknesses in our control environment and financial reporting process.

Our management, abandonedincluding our principal executive officer and principal financial officer, does not expect that our Disclosure Controls and internal controls will prevent all operations for many years,errors and all fraud. A control system, no matter how well conceived and operated, can provide only recently didreasonable, 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 appoint newhave 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 to make filingsor 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 SEC on behalfpolicies or procedures may deteriorate.

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

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Ourreporting, 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 United States. Becauseour 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 April 30, 2022, 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 inherent limitations,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 maysuch that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not preventbe prevented or detect misstatements. Therefore, even those systems determineddetected on a timely basis by the company’s internal controls.

We plan to be effective can provide only reasonable assurancerectify these weaknesses by implementing an independent board of achieving theirdirectors, establishing written policies and procedures for our internal control objectives. Our Company has been dormant since. Asof financial reporting, and hiring additional accounting personnel at such time as we complete a result, our management did not evaluate the effectiveness ofreverse 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 of April 30, 2021,(as defined in Rules 13a-15(f) and April 30, 2020, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). without such an evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of April 30, 2021, based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses15d-15(f) under the standards of the PCAOB were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors onExchange Act) during our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; (4) complete lack of management of the company from May 2005 until April 30, 2021; and (5) lack of disclosure controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of April 30, 2021.

Management believessecond fiscal quarter that the material weaknesses set forth above did not have an effect on our financial results because the activity during this period was nominal. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside Directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the periods ended April 30, 2021 and October 31, 2020, that have materially affectedaffect, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending 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

During the three months ended April 30, 2021, we did not issue any of our equity securities.None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

SIGNATURES

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.