Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2015 | Feb. 12, 2016 | Apr. 30, 2015 | |
Document and Entity Information: | |||
Entity Registrant Name | Arax Holdings Corp | ||
Document Type | 10-K/A | ||
Document Period End Date | Oct. 31, 2015 | ||
Amendment Flag | true | ||
Amendment Description | The purpose of this Amendment No. 1 (the Amendment) to the registrants Annual Report on Form 10-K for the year ended October 31, 2015, filed with the Securities and Exchange Commission on February 16, 2016 (the Annual Report), is to record related party payables due to two consultants under consulting agreements with Thru Pharma to be paid with 7,500 options for the first consultant on a monthly basis convertible at $.80 per share entered into in February 2015 and the other to be paid in 10,000 common shares as stock payable, and record a management estimate of 25% of their overall compensation as a consulting expense. The Company issued 600,000 warrants on September 22, 2015 as payment for legal expenses that had not been recorded. The Company also entered into a convertible note agreement that previously had not been recorded that is considered a derivative or contains embedded features subject to derivative accounting related to a revolving convertible note in which the Company can borrow up to $200,000, which includes a 10% OID. The Company issued the first tranche of the convertible note totaling $75,000, of which $65,000 was paid in cash, $2,500 was paid for legal fees, and a OID of $7,500, which included a ratchet provision in the conversion price of $.95 or a price equal to 60% of the last equity transaction completed by the Company as part of a subscription agreement. The note has a maturity date of nine months after funding and also includes a fifty percent premium totaling $37,500 which is added on 90 days after funding. The fair values of the derivative instruments are measured each quarter, which resulted in a gain of $19,934 and derivative expense of $25,434 during the year ended October 31, 2015. As of October 31, 2015, the fair market value of the derivatives aggregated $5,500 using the following assumptions: estimated 0.42 to 0.75-year term, estimated volatility of 133.49% to 243.69%, and a discount rate of 0.21% to 0.23%. Subsequent to the year ending October 31, 2015, 35,294 shares of common stock were issued on February 5, 2016. The shares were issued as part of an incentive to enter into convertible notes that were owed as of October 31, 2015, with a relative fair value of $11,881. No other changes have been made to the Annual Report except as noted above. This Amendment to the Annual Report speaks as of the original filing date of the Annual Report, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Annual Report except that changes have been made to the cover page, Note 9 Convertible Debt and Derivative Liabilities, Note 10 - Fair Value Measurement, Note 11 Stock Purchase Options and Warrants, and Note 12 Correction of Financial Statements. | ||
Entity Central Index Key | 1,566,243 | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Public Float | $ 920,000 | ||
Entity Common Stock, Shares Outstanding | 10,355,294 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Current Assets | ||
Total Current Assets | $ 0 | $ 0 |
Fixed Assets | ||
Total Assets | 0 | 0 |
Current Liabilities | ||
Loan from related party | 37,682 | 45,458 |
Convertible Notes payable, net of $41,797 debt discount | 69,312 | 0 |
Accrued Interest Payable | 1,923 | 0 |
Derivative Liability | 5,500 | 0 |
Total Current Liabilities | 114,417 | 45,458 |
Total Liabilities | 114,417 | 45,458 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Common stock, $0.001 par value; 75,000,000 shares authorized; 10,300,000 shares issued and outstanding | 10,300 | 10,300 |
Additional paid in capital | 258,564 | 25,548 |
Stock Subscription Payable | 50,281 | 0 |
Accumulated deficit | (433,562) | (81,306) |
Total Stockholders' Deficit | (114,417) | (45,458) |
Total Liabilities and Stockholders' Equity | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Assets [Abstract] | ||
Discount on convertible note payable | $ 41,797 | $ 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 10,300,000 | 10,300,000 |
Common Stock, shares Outstanding | 10,300,000 | 10,300,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | ||
Income Statement [Abstract] | |||
REVENUES | $ 0 | $ 0 | |
OPERATING EXPENSES | |||
Depreciation Expense | 0 | 29 | |
Bank Service Charges | 0 | 24 | |
Professional Fees | 328,640 | 49,813 | |
Loss on Disposal of Fixed Assets | 0 | 428 | |
TOTAL OPERATING EXPENSES | 328,640 | 50,294 | |
NET LOSS FROM OPERATIONS | (328,640) | (50,294) | |
Interest Expense | (18,116) | 0 | |
Derivative expense | (25,434) | 0 | |
Change in Fair Value of Derivative | 19,934 | 0 | |
TOTAL OTHER INCOME | (23,616) | 0 | |
NET LOSS BEFORE INCOME TAXES | (352,256) | (50,294) | |
PROVISION FOR INCOME TAXES | 0 | 0 | |
NET LOSS | $ (352,256) | $ (50,294) | |
NET LOSS PER SHARE: BASIC AND DILUTED | $ (.03) | $ 0 | [1] |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 10,300,000 | 10,300,000 | |
[1] | Denotes a loss of less than $(0.01) per share |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Stock Subscription Payable | Accumulated Deficit | Total Stockholders' Deficit |
Beginning Balance, Shares at Oct. 31, 2013 | 10,300,000 | ||||
Beginning Balance, Amount at Oct. 31, 2013 | $ 10,300 | $ 20,700 | $ (31,012) | $ (12) | |
Forgiveness of related-party loan payable | 4,848 | 4,848 | |||
Net loss for the period | (50,294) | (50,294) | |||
Ending Balance, Shares at Oct. 31, 2014 | 10,300,000 | ||||
Ending Balance, Amount at Oct. 31, 2014 | $ 10,300 | 25,548 | (81,306) | (45,458) | |
Stock as Incentive for Convertible Note | 0 | $ 11,881 | 0 | 11,881 | |
Stock for compensation | 38,400 | 38,400 | |||
Options Granted for Compensation | 16,217 | 0 | 0 | 16,217 | |
Warrants Issued for Compensation | 216,799 | 0 | 0 | 216,799 | |
Net loss for the period | 0 | 0 | (352,256) | (352,256) | |
Ending Balance, Shares at Oct. 31, 2015 | 10,300,000 | ||||
Ending Balance, Amount at Oct. 31, 2015 | $ 10,300 | $ 258,564 | $ 50,281 | $ (433,562) | $ (114,417) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (361,103) | $ (50,294) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock for Compensation | 38,400 | 0 |
Derivative Expense | 25,434 | 0 |
Related party payable for services | 27,450 | |
Options granted for compensation | 16,217 | 0 |
Warrants issued for professional fees | 216,799 | 0 |
Change in Fair Value of Derivative | (19,934) | 0 |
Amortization of debt discount | 16,193 | 0 |
Depreciation expense | 0 | 29 |
Loss on disposal of fixed assets | 0 | 428 |
Changes in operating assets and liabilities: | ||
Accrued Interest Payable | 1,923 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (29,774) | (49,837) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
NET CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loan from related party | 29,774 | 46,085 |
Proceeds from convertible note | 65,000 | 0 |
Payments to related party | (65,000) | 0 |
NET CASH FLOWS FROM FINANCING ACTIVITIES | 29,774 | 46,085 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 0 | (3,752) |
Cash, beginning of period | 0 | 3,752 |
Cash, end of period | 0 | 0 |
SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Original Issue Discount | 10,000 | 0 |
Stock as Incentive for Convertible Note | 11,881 | |
Disposal of equipment without cash proceeds | 0 | 428 |
Forgiveness of loan from related party | 0 | 4,848 |
Total Noncash Investing and Financing Activities | $ 21,881 | $ 5,276 |
1. ORGANIZATION AND NATURE OF B
1. ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Oct. 31, 2015 | |
ORGANIZATION AND NATURE OF BUSINESS | |
ORGANIZATION AND NATURE OF BUSINESS | Arax Holdings Corp. (the Company, we, our or us) was incorporated under the laws of the State of Nevada on February 23, 2012 with a business plan to sell hot dogs from mobile hot dog stands throughout the major cities in Mexico. As of the filing of the 10K for last year, 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, 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. At October 31, 2015, and as of the date of this filing, Management believes 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. We will continue to assess these opportunities and structures as well as the various pre-requisite actions needed to finalize and implement any new business model. The Company is a majority-owned subsidiary of Thru Pharma, LLC, and these financials are presented on a stand-alone basis. All transactions with Thru Pharma have been identified in Note 4: Stockholders deficit and Note 5: Related party transactions. Pursuant to a revision to a certain Consulting Agreement dated as of October 8, 2013, by and between Thru Pharma and Strategic Universal Advisors, LLC (Strategic), as amended effective January 17, 2014, on or about February 9, 2015, and most recently on October 20, 2015, with full effect as of April 1, 2015 (the Consulting Agreement), Thru Pharma and Strategic agreed that the intent of the Consulting Agreement ab initio was to provide Strategic with a 3% equity ownership of Thru Pharma n the event that a PUBCO M&A transaction di not occur prior to the end of the Consulting Agreement. Thru Pharma and Strategic agreed and stipulated that 753,504 shares of Arax Holdings would equal 3% of Thru Pharma as the equity payment under the Consulting Agreement, with transfer subject to the further provisions stated below. As Thru Pharma was the sole beneficiary of the services provided by Strategic under the Consulting Agreement, no part of the value of the consideration for services provided under the Consulting Agreement has been recognized as an expense by the Company. In connection with earlier amendments to the Consulting Agreement, Strategic granted to Mr. Keough, a control person of the Company and Thru Pharma, an irrevocable proxy (the Irrevocable Proxy), to vote all of the common stock in the Company under certain conditions. That proxy no longer exists under the terms of the most recent amendment. As part of the currently amended Consulting Agreement, Thru Pharma agreed to transfer 753,504 Company shares to Strategic upon the closing of a merger or acquisition (an M&A Transaction) of a public entity, resulting in Thru Pharma being the controlling owner of the entity that was the subject of the M&A Transaction, and Thru Pharma would cause such entity to also issue to Strategic a stock warrant to purchase 600,000 (six hundred thousand) shares of common stock of the entity that was the subject of the M&A Transaction. Such warrant will be of five-year duration, exercisable at $0.10 per share, and shall vest in four equal amounts of 150,000 shares with the first annual vesting to occur 60 (sixty) days following the completion of the PUBCO M&A Transaction, as well as other routine terms. Notwithstanding anything to the contrary provided in the Consulting Agreement or elsewhere, in no event would Thru Pharma be directly and/or indirectly obligated to enter into or complete any particular M&A Transaction, including, but not limited to, any M&A Transaction with the Company. Effective July 1, 2015, Arax and Catalyst Funding, LLC, entered into an Original Issue Discount Revolving Secured Convertible Promissory Note (the Catalyst Note) and a Securities Purchase Agreement (the Catalyst SPA). The transaction is secured by a grant of security interest to 100% of the Company stock held by or for Thru Pharma. The Catalyst Note and Catalyst SPA are intended to facilitate funding essential work relating to multi-year auditing of Thru Pharma financials. The total potentially available funds are $200,000, and the Company has only drawn $75,000, and for which the Company is the obligor. A Commitment Fee of Company stock in the amount of 35,294 shares was authorized for issue to Catalyst as part of the transaction. In the event that the Company is unable to timely make payments under this Agreement, Catalyst has the option of gaining control of the Thru Pharma shares in the Company. The Companys status as a shell company as of the date of this report remains unchanged. |
2. GOING CONCERN
2. GOING CONCERN | 12 Months Ended |
Oct. 31, 2015 | |
GOING CONCERN | |
GOING CONCERN | The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has not generated any revenues as of October 31, 2015. The Company has incurred losses since Inception (February 23, 2012) resulting in an accumulated deficit of $433,562 as of October 31, 2015 and further losses are anticipated in the development of its business. The Company currently has no cash balance, a working capital deficit and stockholders deficit of $114,417 and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. The Company is dependent on additional investment capital to fund operating expenses. The Company intends to position itself so that it can be able to raise additional funds through the capital markets. In light of managements efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
3. SUMMARY OF SIGNIFICANT ACCOU
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Oct. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in United States of America and are presented in US dollars. The Company has adopted an October 31 fiscal year end. Develo ment Sta e Com an The Company is in the development stage as defined under the then current Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915-205 Development-Stage Entities and among the additional disclosures required as a development stage company are that its financial statements were identified as those of a development stage company, and that the statements of operations, stockholders deficit and cash flows disclosed activity since the date of its Inception (February 23, 2012) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Unobservable inputs reflecting the Companys assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Companys financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 2. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion feature. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Original Issue Discount For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. Income Taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Accounting for Income Taxes The Company classifies penalties and interest related to income taxes as income tax expense in the Statements of Operations. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Companys net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no such common stock equivalents outstanding during the years ending October 31, 2015 and 2014. Recent Accountin Pronouncements The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the company. |
4. STOCKHOLDERS' DEFICIT
4. STOCKHOLDERS' DEFICIT | 12 Months Ended |
Oct. 31, 2015 | |
COMMON STOCK | |
STOCKHOLDERS' DEFICIT | Common Stock The Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 per share. The Company had 10,300,000 shares of common stock issued and outstanding as of October 31, 2015. Additional Paid in Capital During the year ended October 31, 2015, the Company issued 37,500 Stock Subscription Payable During the year ended October 31, 2015, the Company owed 35,294 of the Companys common stock as incentive to enter into a convertible note with a value of $11,881 and 110,000 shares of the Companys common stock as compensation for Thru Pharma related party expense valued at $38,400 for a total stock subscription payable of $50,281. |
5. RELATED PARTY TRANSACTIONS
5. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Oct. 31, 2015 | |
RELATED PARTY TRANSACTION | |
RELATED PARTY TRANSACTIONS | In support of the Companys efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. The Company owed its majority shareholder, Thru Pharma, a total of $37,682 as of October 31, 2015, in the form of a related party payable. It is due on demand and is non-interest bearing. |
6. INCOME TAXES
6. INCOME TAXES | 12 Months Ended |
Oct. 31, 2015 | |
INCOME TAXES | |
INCOME TAXES | Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. As of October 31, 2015, the Company had a net operating loss carry-forward of approximately $433,562 that may be used to offset future taxable income and begins to expire in 2031. Because of the change in ownership that occurred on January 16, 2014, net operating loss carry forwards could be limited as to use in future years. |
7. COMMITMENTS AND CONTINGENCIE
7. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Legal On June 4, 2014, we were named as a defendant in a lawsuit filed by AMERIFINANCIAL, INC. (AMERIFINANCIAL), of Houston, Texas. The action related primarily to a contract dispute between AMERIFINANCIAL and our majority shareholder, Thru Pharma, LLC. The dispute did not allege any actions or inactions by our officers or representatives acting on our behalf. Counsel for Thru Pharma, LLC, requested that we be dismissed from this lawsuit, as we were not party to the disputed contract, and there was no legal basis for the Company being a part of the lawsuit. Accordingly, the Company did not recognize a liability in connection with the suit. On August 31, 2015, the Judge in this Harris County, Texas, case ruled that the only remaining Defendant was Thru Pharma, LLC. Subsequent to our year end, on January 8, 2016, Thru Pharma and AMERIFINANCIAL, INC. reached settlement of the dispute. |
8. SUBSEQUENT EVENTS
8. SUBSEQUENT EVENTS | 12 Months Ended |
Oct. 31, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | In accordance with ASC 855-10, Subsequent Events |
9. CONVERTIBLE DEBT AND DERIVAT
9. CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES | 12 Months Ended |
Oct. 31, 2015 | |
Convertible Debt And Derivative Liabilities | |
CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES | The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting . The note has a maturity date of nine months after funding and also includes a fifty percent premium which is added on 90 days after funding. The note is to be paid off in installments of $19,453 for six months after the ninety day period. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Companys balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has estimated the fair value of these embedded derivatives for convertible debentures using a multinomial lattice model as of July 31, 2015 and October 31, 2015. The fair values of the derivative instruments are measured each quarter, which resulted in a gain of $19,934 and derivative expense of $25,434 during the year ended October 31, 2015. As of October 31, 2015, the fair market value of the derivatives aggregated $5,500 using the following assumptions: estimated 0.42 to 0.75-year term, estimated volatility of 133.49% to 243.69%, and a discount rate of 0.21% to 0.23%. |
10. FAIR VALUE MEASUREMENT
10. FAIR VALUE MEASUREMENT | 12 Months Ended |
Oct. 31, 2015 | |
Fair Value Measurement | |
FAIR VALUE MEASUREMENT | The Company uses the multinomial lattice Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of October 31, 2015 and 2014 consisted of the following: Fair Value Measurements Using Description Total Fair Value at October 31, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 5,500 $ $ 5,500 $ Fair Value Measurements Using Description Total Fair Value at October 31, 2014 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) None $ $ $ $ |
11. STOCK PURCHASE OPTIONS AND
11. STOCK PURCHASE OPTIONS AND WARRANTS | 12 Months Ended |
Oct. 31, 2015 | |
Stock Purchase Options And Warrants | |
STOCK PURCHASE OPTIONS AND WARRANTS | During the year ended October 31, 2015, the Company issued options to purchase a total of 37,500 shares of the Companys Common Stock. The Company issued 37,500 options in conjunction with a consulting agreement entered into in February 2015. According to the consulting agreement, the company is to issue either 5,000 common shares or 7,500 options per month during the duration of their agreements. The options were valued using the multinomial lattice pricing model under the assumptions noted below. Stock Purchase Options During the year ended October 31, 2015, the Company issued 37,500 stock purchase options for a value of $16,217. During the year ended October 31, 2014, the Company did not issue any stock purchase options. The following table presents the assumptions used to estimate the fair values of the stock warrants and options granted: 2015 2014 Expected volatility 202-213 % N/A Expected dividends 0 % N/A Expected term 3 Years N/A Risk-free interest rate 0.80-1.09 % N/A F-12 The following table summarizes the changes in options outstanding of the Company during the year ended October 31, 2015. Date Issued Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Expiration Date (yrs) Value if Exercised Balance as of October 31, 2014 $ $ $ Granted 37,500 0.80 0.41 2.64 30,000 Exercised Cancelled/Expired Outstanding as of October 31, 2015 37,500 $ 0.80 $ 0.41 2.47 $ 30,000 Stock Purchase Warrants During the year ended October 31, 2015, the Company issued warrants to purchase a total of 600,000. The Company issued 600,000 warrants in conjunction with a consulting agreement entered into in July 2015. The warrants were valued using the multinomial lattice pricing model under the assumptions noted below. During the year ended October 31, 2015, the Company issued 600,000 stock purchase warrants for a value of $216,799. During the year ended October 31, 2014, the Company did not issue any stock purchase warrants. The following table presents the assumptions used to estimate the fair values of the stock warrants and options granted: 2015 2014 Expected volatility 212 % N/A Expected dividends 0 % N/A Expected term 3 Years N/A Risk-free interest rate 1.08 % N/A The following table summarizes the changes in warrants outstanding issued to employees and non-employees of the Company during the year ended October 31, 2015. Number of Warrants Weighted Average Exercise Price Weighted Average Grant Date Fair Value Expiration Date (yrs) Value if Exercised Outstanding as of October 31, 2014 $ $ $ Granted 600,000 0.80 0.36 2.73 480,000 Exercised Cancelled/Expired Outstanding as of October 31, 2015 600,000 $ 0.80 $ 0.36 2.73 $ 480,000 |
12. RESTATEMENT OF FINANCIAL ST
12. RESTATEMENT OF FINANCIAL STATEMENTS | 12 Months Ended |
Oct. 31, 2015 | |
Restatement Of Financial Statements | |
RESTATEMENT OF FINANCIAL STATEMENTS | This Amendment No. 1 corrects our previously issued financial statements for the year ended October 31, 2015, to record related party payable due to two consultants relating to consulting agreements to be paid with 7,500 options for the first consultant on a monthly basis convertible at $.80 per share entered into in February 2015 and the other to be paid in 10,000 common shares as stock payable. The Company issued 600,000 warrants on September 22, 2015 as payment for legal expenses that had not been recorded. The Company also entered into a convertible note agreement that previously had not been recorded that is considered a derivative or contains embedded features subject to derivative accounting related to a revolving convertible note where the Company can borrow up to $200,000, which includes a 10% OID. The Company issued the first tranche of the convertible note totaling $75,000, of which $65,000 was paid in cash, $2,500 was paid for legal fees, and a OID of $7,500, which included a ratchet provision in the conversion price of $.95 or a price equal to 60% of the last equity transaction completed by the Company as part of a subscription agreement. The note has a maturity date of nine months after funding and also includes a fifty percent premium totaling $37,500 which is added on 90 days after funding. The fair values of the derivative instruments are measured each quarter, which resulted in a gain of $19,934 and derivative expense of $25,434 during the year ended October 31, 2015. As of October 31, 2015, the fair market value of the derivatives aggregated $5,500 using the following assumptions: estimated 0.42 to 0.75-year term, estimated volatility of 133.49% to 243.69%, and a discount rate of 0.21% to 0.23%. Subsequent to the year ending October 31, 2015, 35,294 shares of common stock were issued on February 5, 2016. The shares were issued as part of an incentive to enter into convertible notes that were owed as of October 31, 2015, with a relative fair value of $11,881. The effects of these corrections on the financial statements are as follows: Arax Holdings Corp. Balance Sheets October 31, 2015 As Reported Correction As Restated Loans from related party $ 75,232 $ (37,550 ) $ 37,682 Convertible Notes payable, net of $43,188 debt discount 69,312 69,312 Accrued Interest Payable 1,923 1,923 Derivative Liability 5,500 5,500 Total current liabilities 75,232 39,185 114,417 Total liabilities 75,232 39,185 114,417 Stock Subscription Payable 50,281 50,281 Accumulated deficit (111,080 ) (322,482 ) (433,562 ) Total stockholders deficit $ (111,080 ) $ (3,337 ) $ (114,417 ) Arax Holdings Corp. Statements of Operations Year Ended October 31, 2015 As Reported Correction As Restated Professional Fees $ 29,774 $ 298,866 $ 328,640 TOTAL OPERATING EXPENSES 29,774 298,866 328,640 NET LOSS FROM OPERATIONS (29,774 ) (298,866 ) (328,640 ) Interest Expense (18,116 ) (18,116 ) Derivative Expense (25,434 ) (25,434 ) Change in Fair Value of Derivative 19,934 19,934 TOTAL OTHER INCOME (23,616 ) (23,616 ) NET LOSS BEFORE INCOME TAXES (29,774 ) (322,482 ) (352,256 ) NET LOSS (29,774 ) (322,482 ) (352,256 ) NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00 ) $ (0.03 ) $ (0.03 ) Arax Holdings Corp. Statements of Changes in Stockholders Deficit For the year ended October 31, 2015 Additional Paid In Stock Subscription Accumulated Total Stockholders As Reported Capital Payable Deficit Deficit Stock as Incentive for Convertible Note $ $ $ $ Stock for Compensation Options Granted for Compensation Warrants Issued for Compensation Net loss for the period (29,774 ) (29,774 ) Balances, October 31, 2015 $ 25,548 $ (111,080 ) $ (75,232 ) Correction Stock as Incentive for Convertible Note $ $ 11,881 $ $ 11,881 Stock for Compensation 38,400 38,400 Options Granted for Compensation 16,217 16,217 Warrants Issued for Compensation 216,799 216,799 Net loss for the period (322,482 ) (322,482 ) Balances, October 31, 2015 $ 233,016 $ 50,281 $ (322,482 ) $ (39,185 ) As Corrected Stock as Incentive for Convertible Note $ $ 11,881 $ $ 11,881 Stock for Compensation 38,400 38,400 Options Granted for Compensation 16,217 16,217 Warrants Issued for Compensation 216,799 216,799 Net loss for the period (352,256 ) (352,256 ) Balances, October 31, 2015 $ 258,564 $ 50,281 $ (433,562 ) $ (114,417 ) Arax Holdings Corp. Statements of Cash Flows Year Ended October 31, 2015 As Reported Correction As Restated Net loss for the period $ (29,774 ) $ (322,482 ) $ (352,256 ) Stock For Compensation 38,400 38,400 Derivative Liability addition 25,434 25,434 Related party payable for services 27,450 27,450 Options granted for compensation 16,217 16,217 Warrants issued for professional fees 216,799 216,799 Change in Fair Value of Derivative (19,934 ) (19,934 ) Amortization of debt discount 16,193 16,193 Accrued Interest Payable 1,923 1,923 NET CASH USED IN OPERATING ACTIVITIES (29,774 ) (29,774 ) Proceeds from Convertible Note 29,774 29,774 Proceeds from Convertible Note 65,000 65,000 Payments to related party (65,000 ) (65,000 ) NET CASH FLOWS FROM FINANCING ACTIVITIES 29,774 29,774 Original Issue Discount $ $ 10,000 $ 10,000 Stock as Incentive for Convertible Note $ $ 11,881 $ 11,881 TOTAL NON-CASH INVESTING AND FINANCING ACTIVITIES $ $ 21,881 $ 21,881 |
3. SIGNIFICANT ACCOUNTING POLIC
3. SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Oct. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in United States of America and are presented in US dollars. The Company has adopted an October 31 fiscal year end. |
Development Stage Company | The Company is in the development stage as defined under the then current Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915-205 Development-Stage Entities and among the additional disclosures required as a development stage company are that its financial statements were identified as those of a development stage company, and that the statements of operations, stockholders deficit and cash flows disclosed activity since the date of its Inception (February 23, 2012) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Unobservable inputs reflecting the Companys assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Companys financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 2. |
Embedded Conversion Features | The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion feature. |
Debt Issue Costs and Debt Discount | The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Original Issue Discount | For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. |
Income Taxes | Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Accounting for Income Taxes The Company classifies penalties and interest related to income taxes as income tax expense in the Statements of Operations. |
Basic Income (Loss) Per Share | Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Companys net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no such common stock equivalents outstanding during the years ending October 31, 2015 and 2014. |
Recent Accounting Pronouncements | The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the company. |
10. FAIR VALUE MEASUREMENT (Tab
10. FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Fair Value Measurement Tables | |
Financial assets and (liabilities) carried at fair value measured on a recurring basis | Fair Value Measurements Using Description Total Fair Value at October 31, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 5,500 $ $ 5,500 $ Fair Value Measurements Using Description Total Fair Value at October 31, 2014 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) None $ $ $ $ |
11. STOCK PURCHASE OPTIONS AN21
11. STOCK PURCHASE OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Stock Purchase Options And Warrants Tables | |
Assumptions used to estimate the fair values of the stock warrants and options granted | 2015 2014 Expected volatility 202-213% N/A Expected dividends 0 % N/A Expected term 3 Years N/A Risk-free interest rate 0.80-1.09% N/A 2015 2014 Expected volatility 212 % N/A Expected dividends 0 % N/A Expected term 3 Years N/A Risk-free interest rate 1.08 % N/A |
Summary of the changes in options outstanding | Date Issued Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Expiration Date (yrs) Value if Exercised Balance as of October 31, 2014 $ $ $ Granted 37,500 0.80 0.41 2.64 30,000 Exercised Cancelled/Expired Outstanding as of October 31, 2015 37,500 $ 0.80 $ 0.41 2.47 $ 30,000 |
Summary of the changes in warrants outstanding | Number of Warrants Weighted Average Exercise Price Weighted Average Grant Date Fair Value Expiration Date (yrs) Value if Exercised Outstanding as of October 31, 2014 $ $ $ Granted 600,000 0.80 0.36 2.73 480,000 Exercised Cancelled/Expired Outstanding as of October 31, 2015 600,000 $ 0.80 $ 0.36 2.73 $ 480,000 |
12. RESTATEMENT OF FINANCIAL 22
12. RESTATEMENT OF FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Restatement Of Financial Statements Tables | |
Corrections on the interim consolidated financial statements | Arax Holdings Corp. Balance Sheets October 31, 2015 As Reported Correction As Restated Loans from related party 75,232 (37,550 ) 37,682 Convertible Notes payable, net of $36,578 debt discount 75,922 75,922 Accrued Interst Payable 1,923 1,923 Derivative Liability 5,500 5,500 Total current liabilities 75,232 45,795 121,027 Total liabilities 75,232 45,795 121,027 Stock Subscription Payable 52,518 52,518 Accumulated deficit (111,080 ) (331,329 ) (442,409 ) Total stockholders deficit (111,080 ) (9,947 ) (121,027 ) Arax Holdings Corp. Statements of Operations Year Ended October 31, 2015 As Reported Correction As Restated Professional Fees 29,774 298,866 328,640 TOTAL OPERATING EXPENSES 29,774 298,866 328,640 NET LOSS FROM OPERATIONS (29,774 ) (298,866 ) (328,640 ) Interest Expense (26,963 ) (26,963 ) Derivative Expense (25,434 ) (25,434 ) Change in Fair Value of Derivative 19,934 19,934 TOTAL OTHER INCOME (32,463 ) (32,463 ) NET LOSS BEFORE INCOME TAXES (29,774 ) (331,329 ) (361,103 ) NET LOSS (29,774 ) (331,329 ) (361,103 ) NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00 ) $ (0.04 ) $ (0.04 ) Arax Holdings Corp Statements of Changes in Stockholders Deficit Additional Paid In Stock Subscription Accumulated Total Stockholders As Reported Capital Payable Deficit Deficit Stock as Incentive for Convertible Note Stock for Compensation Options Granted for Compensation Warrants Issued for Compensation Net loss for the period (29,774 ) (29,774 ) Balances, October 31, 2015 $ 25,548 ($ 111,080 ) ($ 75,232 ) Correction Stock as Incentive for Convertible Note 14,118 14,118 Stock for Compensation 38,400 38,400 Options Granted for Compensation 16,217 16,217 Warrants Issued for Compensation 216,799 216,799 Net loss for the period (331,329 ) (331,329 ) Balances, October 31, 2015 $ 233,016 $ 52,518 ($ 331,329 ) ($ 45,795 ) As Corrected Stock as Incentive for Convertible Note 14,118 14,118 Stock for Compensation 38,400 38,400 Options Granted for Compensation 16,217 16,217 Warrants Issued for Compensation 216,799 216,799 Net loss for the period (361,103 ) (361,103 ) Balances, October 31, 2015 $ 258,564 $ 52,518 ($ 442,409 ) ($ 121,027 ) Arax Holdings Corp. Statements of Cash Flows Year Ended October 31, 2015 As Reported Correction As Restated Net loss for the period $ (29,774 ) $ (331,329 ) $ (361,103 ) Stock For Compensation 38,400 38,400 Stock as Incentive for Convertible Note 14,118 14,118 Derivative Liability addition 25,434 25,434 Options granted for compensation 16,217 16,217 Warrants issued for professional fees 216,799 216,799 Change in Fair Value of Derivative (19,934 ) (19,934 ) Amortization of debt discount 10,922 10,922 Accrued Interest Payable 1,923 1,923 Proceeds from Convertible Note 65,000 65,000 Payments to related party (65,000 ) (65,000 ) Original Issue Discount $ $ 10,000 $ 10,000 TOTAL NON-CASH INVESTING AND FINANCING ACTIVITIES $ $ 10,000 $ 10,000 |
4. STOCKHOLDERS' DEFICIT (Detai
4. STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
COMMON STOCK TRANSACTIONS: | ||
Authorized to issue shares of common stock | 75,000,000 | 75,000,000 |
Shares of common stock with a par value per share | $ 0.001 | $ 0.001 |
Common Stock, shares issued | 10,300,000 | 10,300,000 |
Common Stock, shares Outstanding | 10,300,000 | 10,300,000 |
Derivative Liability Addition | $ (25,434) |
5. RELATED PARTY TRANSACTIONS (
5. RELATED PARTY TRANSACTIONS (Details Narrative) | Oct. 31, 2015USD ($) |
Thru Pharma | |
Owed to related party | $ 10,232 |
6. INCOME TAXES (Details Narrat
6. INCOME TAXES (Details Narrative) | 12 Months Ended |
Oct. 31, 2015USD ($) | |
INCOME TAX AS FOLLOWS | |
Net operating loss carry-forward | $ 81,306 |
Operating Loss Carryforwards, Expiration | Net operating loss carry-forward may be used to offset future taxable income and begins to expire in 2031. |
10. FAIR VALUE MEASUREMENT (Det
10. FAIR VALUE MEASUREMENT (Details) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Derivative Liability | $ 5,500 | $ 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liability | 5,500 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liability | $ 0 | $ 0 |
11. STOCK PURCHASE OPTIONS AN27
11. STOCK PURCHASE OPTIONS AND WARRANTS (Details) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Stock Option [Member] | ||
Expected stock price volatility, minimum | 203.00% | |
Expected stock price volatility, maximum | 213.00% | |
Expected stock price volatility | ||
Expected dividends | 0.00% | |
Expected term | 3 years | |
Risk-free interest rate, minimum | 0.80% | |
Risk-free interest rate, maximum | 1.09% | |
Risk-free interest rate | ||
Warrant [Member] | ||
Expected stock price volatility | 212.00% | |
Expected dividends | 0.00% | |
Risk-free interest rate | 1.08% |
11. STOCK PURCHASE OPTIONS AN28
11. STOCK PURCHASE OPTIONS AND WARRANTS (Details 1) | 12 Months Ended |
Oct. 31, 2015USD ($)$ / sharesshares | |
Stock Option [Member] | |
Number of Options Outstanding, Beginning | shares | 0 |
Number of Options Granted | shares | 37,500 |
Number of Options Exercised | shares | 0 |
Number of Options expired or cancelled | shares | 0 |
Number of Options Outstanding, Ending | shares | 37,500 |
Weighted Average Exercise Price Outstanding, Beginning | $ 0 |
Weighted Average Exercise Price Granted | .80 |
Weighted Average Exercise Price Exercised | 0 |
Weighted Average Exercise Price expired or Canceled | 0 |
Weighted Average Exercise Price Outstanding, Ending | .80 |
Weighted Average Grant Date Fair Value Outstanding, Beginning | .00 |
Weighted Average Grant Date Fair Value Granted | .41 |
Weighted Average Grant Date Fair Value Exercised | 0 |
Weighted Average Grant Date Fair Value expired or Canceled | 0 |
Weighted Average Grant Date Fair Value Outstanding, Ending | $ .41 |
Expiration Date Outstanding, Beginning | 0 years |
Expiration Date Granted | 2 years 7 months 20 days |
Expiration Date Outstanding, Ending | 2 years 5 months 19 days |
Value if Exercised Outstanding, Beginning | $ | $ 0 |
Value if Exercised Granted | $ | 30,000 |
Value if Exercised Outstanding, Ending | $ | $ 30,000 |
Warrant [Member] | |
Number of Options Outstanding, Beginning | shares | 0 |
Number of Options Granted | shares | 600,000 |
Number of Options Exercised | shares | 0 |
Number of Options expired or cancelled | shares | 0 |
Number of Options Outstanding, Ending | shares | 600,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ 0 |
Weighted Average Exercise Price Granted | .80 |
Weighted Average Exercise Price Exercised | 0 |
Weighted Average Exercise Price expired or Canceled | 0 |
Weighted Average Exercise Price Outstanding, Ending | .80 |
Weighted Average Grant Date Fair Value Outstanding, Beginning | 0 |
Weighted Average Grant Date Fair Value Granted | .36 |
Weighted Average Grant Date Fair Value Exercised | 0 |
Weighted Average Grant Date Fair Value expired or Canceled | 0 |
Weighted Average Grant Date Fair Value Outstanding, Ending | $ .36 |
Expiration Date Outstanding, Beginning | 0 years |
Expiration Date Granted | 8 months 23 days |
Expiration Date Outstanding, Ending | 8 months 23 days |
Value if Exercised Outstanding, Beginning | $ | $ 0 |
Value if Exercised Granted | $ | 480,000 |
Value if Exercised Outstanding, Ending | $ | $ 480,000 |
12. RESTATEMENT OF FINANCIAL 29
12. RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Loan from related party | $ 37,682 | $ 45,458 |
Convertible Notes payable, net of $36,578 debt discount | 69,312 | 0 |
Accrued Interest Payable | 1,923 | 0 |
Derivative Liability | 5,500 | 0 |
Total Current Liabilities | 114,417 | 45,458 |
Total Liabilities | 114,417 | 45,458 |
Stock Subscription Payable | 50,281 | 0 |
Accumulated deficit | (433,562) | (81,306) |
Total Stockholders' Deficit | (114,417) | $ (45,458) |
As Reported [Member] | ||
Loan from related party | 75,232 | |
Convertible Notes payable, net of $36,578 debt discount | 0 | |
Accrued Interest Payable | 0 | |
Derivative Liability | 0 | |
Total Current Liabilities | 75,232 | |
Total Liabilities | 75,232 | |
Stock Subscription Payable | 0 | |
Accumulated deficit | (111,080) | |
Total Stockholders' Deficit | (111,080) | |
Correction [Member] | ||
Loan from related party | (37,550) | |
Convertible Notes payable, net of $36,578 debt discount | 69,312 | |
Accrued Interest Payable | 1,923 | |
Derivative Liability | 5,500 | |
Total Current Liabilities | 39,185 | |
Total Liabilities | 39,185 | |
Stock Subscription Payable | 50,281 | |
Accumulated deficit | (322,482) | |
Total Stockholders' Deficit | $ (3,337) |
12. RESTATEMENT OF FINANCIAL 30
12. RESTATEMENT OF FINANCIAL STATEMENTS (Details 1) - USD ($) | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | ||
Professional Fees | $ 328,640 | $ 49,813 | |
TOTAL OPERATING EXPENSES | 328,640 | 50,294 | |
NET LOSS FROM OPERATIONS | (328,640) | (50,294) | |
Interest Expense | (18,116) | 0 | |
Derivative expense | 25,434 | 0 | |
Change in Fair Value of Derivative | 19,934 | 0 | |
TOTAL OTHER INCOME | (23,616) | 0 | |
NET LOSS BEFORE INCOME TAXES | (352,256) | (50,294) | |
NET LOSS | $ (352,256) | $ (50,294) | |
NET LOSS PER SHARE: BASIC AND DILUTED | $ (.03) | $ 0 | [1] |
As Reported [Member] | |||
Professional Fees | $ 29,774 | ||
TOTAL OPERATING EXPENSES | 29,774 | ||
NET LOSS FROM OPERATIONS | (29,774) | ||
Interest Expense | 0 | ||
Derivative expense | 0 | ||
Change in Fair Value of Derivative | 0 | ||
TOTAL OTHER INCOME | 0 | ||
NET LOSS BEFORE INCOME TAXES | (29,774) | ||
NET LOSS | $ (29,774) | ||
NET LOSS PER SHARE: BASIC AND DILUTED | $ 0 | ||
Correction [Member] | |||
Professional Fees | $ 298,866 | ||
TOTAL OPERATING EXPENSES | 298,866 | ||
NET LOSS FROM OPERATIONS | (298,866) | ||
Interest Expense | (18,116) | ||
Derivative expense | (25,434) | ||
Change in Fair Value of Derivative | 19,934 | ||
TOTAL OTHER INCOME | (23,616) | ||
NET LOSS BEFORE INCOME TAXES | (322,482) | ||
NET LOSS | $ (322,482) | ||
NET LOSS PER SHARE: BASIC AND DILUTED | $ (.03) | ||
[1] | Denotes a loss of less than $(0.01) per share |
12. RESTATEMENT OF FINANCIAL 31
12. RESTATEMENT OF FINANCIAL STATEMENTS (Details 2) - USD ($) | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Stock for Compensation | $ 38,400 | $ 0 | |
Stock as Incentive for Convertible Note | 11,881 | ||
Options Granted for Compensation | 16,217 | 0 | |
Warrants Issued for Compensation | 216,799 | 0 | |
Derivative Liability Addition | 25,434 | ||
Net loss for the period | (352,256) | (50,294) | |
Ending Balance, Amount | (114,417) | (45,458) | |
As Reported [Member] | |||
Stock for Compensation | 0 | ||
Stock as Incentive for Convertible Note | 0 | ||
Options Granted for Compensation | 0 | ||
Warrants Issued for Compensation | 0 | ||
Derivative Liability Addition | 0 | ||
Net loss for the period | (29,774) | ||
Ending Balance, Amount | (111,080) | ||
Correction [Member] | |||
Stock for Compensation | 38,400 | ||
Stock as Incentive for Convertible Note | 11,881 | ||
Options Granted for Compensation | 16,217 | ||
Warrants Issued for Compensation | 216,799 | ||
Derivative Liability Addition | 25,434 | ||
Net loss for the period | (322,482) | ||
Ending Balance, Amount | (3,337) | ||
Additional Paid-in Capital | |||
Stock as Incentive for Convertible Note | 0 | ||
Options Granted for Compensation | 16,217 | ||
Warrants Issued for Compensation | 216,799 | ||
Net loss for the period | 0 | ||
Ending Balance, Amount | 258,564 | 25,548 | $ 20,700 |
Additional Paid-in Capital | As Reported [Member] | |||
Stock as Incentive for Convertible Note | 0 | ||
Options Granted for Compensation | 0 | ||
Warrants Issued for Compensation | 0 | ||
Net loss for the period | 0 | ||
Ending Balance, Amount | 25,548 | ||
Additional Paid-in Capital | Correction [Member] | |||
Stock as Incentive for Convertible Note | 0 | ||
Options Granted for Compensation | 16,217 | ||
Warrants Issued for Compensation | 216,799 | ||
Net loss for the period | 0 | ||
Ending Balance, Amount | 252,642 | ||
Stock Subscription Payable | |||
Stock for Compensation | 38,400 | ||
Stock as Incentive for Convertible Note | 11,881 | ||
Options Granted for Compensation | 0 | ||
Warrants Issued for Compensation | 0 | ||
Net loss for the period | 0 | ||
Ending Balance, Amount | 50,281 | ||
Stock Subscription Payable | As Reported [Member] | |||
Stock as Incentive for Convertible Note | 0 | ||
Options Granted for Compensation | 0 | ||
Warrants Issued for Compensation | 0 | ||
Net loss for the period | 0 | ||
Ending Balance, Amount | 0 | ||
Stock Subscription Payable | Correction [Member] | |||
Stock as Incentive for Convertible Note | 11,881 | ||
Options Granted for Compensation | 0 | ||
Warrants Issued for Compensation | 0 | ||
Net loss for the period | 0 | ||
Ending Balance, Amount | 50,281 | ||
Accumulated Deficit | |||
Stock as Incentive for Convertible Note | 0 | ||
Options Granted for Compensation | 0 | ||
Warrants Issued for Compensation | 0 | ||
Net loss for the period | (352,256) | (50,294) | |
Ending Balance, Amount | (433,562) | (81,306) | (31,012) |
Accumulated Deficit | As Reported [Member] | |||
Stock as Incentive for Convertible Note | 0 | ||
Options Granted for Compensation | 0 | ||
Warrants Issued for Compensation | 0 | ||
Net loss for the period | (29,774) | ||
Ending Balance, Amount | (111,080) | ||
Accumulated Deficit | Correction [Member] | |||
Stock as Incentive for Convertible Note | 0 | ||
Options Granted for Compensation | 0 | ||
Warrants Issued for Compensation | 0 | ||
Net loss for the period | (322,482) | ||
Ending Balance, Amount | (322,482) | ||
Total Stockholders' Deficit | |||
Stock for Compensation | 38,400 | ||
Stock as Incentive for Convertible Note | 11,881 | ||
Options Granted for Compensation | 16,217 | ||
Warrants Issued for Compensation | 216,799 | ||
Net loss for the period | (352,256) | (50,294) | |
Ending Balance, Amount | (114,417) | $ (45,458) | $ (12) |
Total Stockholders' Deficit | As Reported [Member] | |||
Stock as Incentive for Convertible Note | 0 | ||
Options Granted for Compensation | 0 | ||
Warrants Issued for Compensation | 0 | ||
Net loss for the period | (29,774) | ||
Ending Balance, Amount | (75,232) | ||
Total Stockholders' Deficit | Correction [Member] | |||
Stock as Incentive for Convertible Note | 11,881 | ||
Options Granted for Compensation | 61,277 | ||
Warrants Issued for Compensation | 216,799 | ||
Net loss for the period | (322,482) | ||
Ending Balance, Amount | $ (39,185) |
12. RESTATEMENT OF FINANCIAL 32
12. RESTATEMENT OF FINANCIAL STATEMENTS (Details 3) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Net loss for the period | $ (361,103) | $ (50,294) |
Stock for comepensation | 38,400 | 0 |
Derivative liability addition | 25,434 | |
Related party payable receivable | 27,450 | |
Options granted for compensation | 16,217 | 0 |
Warrants issued for professional fees | 216,799 | 0 |
Change in Fair Value of Derivative | (19,934) | 0 |
Amortization of debt discount | 16,193 | 0 |
Accrued Interest Payable | 1,923 | 0 |
Net cash used in operating activities | (29,774) | (49,837) |
Proceeds from convertible note | 65,000 | 0 |
Proceeds from convertible note | 65,000 | |
Payments to related party | (65,000) | 0 |
Net cash flows from financing activities | 29,774 | 46,085 |
Original Issue Discount | 10,000 | 0 |
Stock as Incentive for Convertible Note | 11,881 | |
Total Noncash Investing and Financing Activities | 21,881 | $ 5,276 |
As Reported [Member] | ||
Net loss for the period | (29,774) | |
Stock for comepensation | 0 | |
Derivative liability addition | 0 | |
Related party payable receivable | 0 | |
Options granted for compensation | 0 | |
Warrants issued for professional fees | 0 | |
Change in Fair Value of Derivative | 0 | |
Amortization of debt discount | 0 | |
Accrued Interest Payable | 0 | |
Net cash used in operating activities | (29,774) | |
Proceeds from convertible note | 29,774 | |
Proceeds from convertible note | 0 | |
Payments to related party | 0 | |
Net cash flows from financing activities | 29,774 | |
Original Issue Discount | 0 | |
Stock as Incentive for Convertible Note | 0 | |
Total Noncash Investing and Financing Activities | 0 | |
Correction [Member] | ||
Net loss for the period | (322,482) | |
Stock for comepensation | 38,400 | |
Derivative liability addition | 25,434 | |
Related party payable receivable | 27,450 | |
Options granted for compensation | 16,217 | |
Warrants issued for professional fees | 216,799 | |
Change in Fair Value of Derivative | (19,934) | |
Amortization of debt discount | 16,193 | |
Accrued Interest Payable | 1,923 | |
Net cash used in operating activities | 0 | |
Proceeds from convertible note | 0 | |
Proceeds from convertible note | 65,000 | |
Payments to related party | (65,000) | |
Net cash flows from financing activities | 0 | |
Original Issue Discount | 10,000 | |
Stock as Incentive for Convertible Note | 11,881 | |
Total Noncash Investing and Financing Activities | $ 21,881 |