Arax Holdings Corp - Quarter Report: 2013 July (Form 10-Q)
| U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-Q |
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-185928
ARAX HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Nevada (State or Other Jurisdiction of Incorporation or Organization) | 2013 (Primary Standard Industrial Classification Number) | EIN 99-0376721 (IRS Employer Identification Number) |
Salvador Diaz Miron 87, Colonia
Santa Maria La Ribera, Mexico 06400
(786) 404 1183
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has 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 [X ] No[ ]
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Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X ] No [ ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ X ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | Outstanding as of July 31, 2013 |
| Common Stock: $0.001 | 10,300,000 |
| PART 1 | FINANCIAL INFORMATION | |
| Item 1 | Financial Statements (Unaudited) | 4 |
|
| Balance Sheets | 4 |
|
| Statements of Operations | 5 |
| | Statements of Cash Flows | 6 |
| | Notes to Financial Statements | 7 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 4. | Controls and Procedures | 11 |
| PART II. | OTHER INFORMATION | |
| Item 1 | Legal Proceedings | 12 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3 | Defaults Upon Senior Securities | 12 |
| Item 4 | Mine safety disclosures | 12 |
| Item 5 | Other Information | 12 |
| Item 6 | Exhibits | 12 |
| | Signatures | 13 |
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ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
| ASSETS | July 31, 2013 (unaudited) | October 31, 2012 (audited) |
| Current Assets | | |
| Cash and cash equivalents | $ 17,651 | $ 8,021 |
|
| | |
| Total Current Assets | $ 17,651 | 8,021 |
| | | |
| Fixed Assets | | |
| Equipment | 571 | 571 |
| | | |
| Total Fixed Assets | 571 | 571 |
| | | |
| Total Assets | $ 18,222 | $ 8,592 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | |
| | | |
| Current Liabilities | | |
| | | |
| Accrued Expenses | 1,500 | - |
| Loan from director | $ 4,221 | $ 671 |
| | | |
| Total current liabilities | $ 5,721 | 671 |
| | | |
| Stockholders’ Equity: | | |
| Common stock, par value $0.001; 75,000,000 shares | | |
| authorized;10,300,000 and 8,000,000 shares issued and outstanding | 10,300 | 8,000 |
| Additional paid in capital | 20,700 | 0 |
| Deficit accumulated during the development stage | (18,499) | (79) |
| | | |
| Total stockholders’ equity | (12,501) | 7,921 |
| | | |
| Total liabilities and stockholders’ equity | $ 18,222 | $ 8,592 |
See accompanying notes to condensed financial statements.
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ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
| | | For the period three months ended July 31, 2013 (unaudited) | For the period nine months ended July 31, 2013 (unaudited) | For the period from February 23, 2012 (Inception) to July 31, 2013 |
| | | | | |
| REVENUES | | $ 0 | $ 0 | $ 0 |
| | | | | |
| OPERATING EXPENSES | | | | |
| Bank Service Charges | | 811 | 950 | 985 |
| Professional Fees | | 8,080 | 17,514 | 17,514 |
| | | | | |
| TOTAL OPERATING EXPENSES | | 8,891 | 18,464 | 18,499 |
| | | | | |
| NET LOSS FROM OPERATIONS | | (8,891) | (18,464) | (18,499) |
| | | | | |
| PROVISION FOR INCOME TAXES | | 0 | 0 | 0 |
| | | | | |
| NET LOSS | | (8,891) | (18,464) | $ (18,499) |
| | | | | |
| NET LOSS PER SHARE: BASIC AND DILUTED | | $ (0.00) | $ (0.00) | $(0.00) |
| | | | | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND | | | | |
| DILUTED | | 9,096,522 | 8,331,842 | |
See accompanying notes to condensed financial statements.
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ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
| | For the period nine months ended July 31, 2013 (unaudited) | For the Period from February 23, 2012 (Inception) to July 31, 2013 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | |
| Net loss for the period | $ (18,464) | $ (18,499) |
| Accrued Expenses | 1,500 | 1,500 |
| CASH USED IN OPERATING ACTIVITIES | (16,964) | (16,999) |
| | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | |
| Equipment | (571) | (571) |
| CASH PROVIDED BY INVESTING ACTIVITIES | (571) | $ (571) |
| | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | |
| Proceeds from sale of common stock | 31,000 | 31,000 |
| Loan from director | 4,121 | 4,221 |
| CASH PROVIDED BY FINANCING ACTIVITIES | 35,121 | 35,221 |
| | | |
| Net increase (decrease) in cash and cash equivalents | 17,586 | 17,651 |
| Cash, beginning of period | 8,021 | - |
| Cash, end of period | $ 17,651 | $ 17,651 |
| | | |
| SUPPLEMENTAL CASH FLOW INFORMATION: | | |
| Interest paid | - | $ - |
| Income taxes paid | - | $ - |
See accompanying notes to condensed financial statements.
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ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2013
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Arax Holdings Corp. (“the Company”) was incorporated under the laws of the State of Nevada on February 23, 2012. We are planning to start operations in the business of selling hot dogs from mobile stands in Mexico. We plan to spread our operation throughout Mexico’s major cities. We are planning to have 5-15 hot dog stands per city, to become noticeable and familiar to our customers.
The Company’s headquarters are located in Mexico. The Company has not generated any revenues or incurred any costs in implementing its operating strategies.
NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of Presentation
The Company has adopted an October 31 fiscal year end.
The accompanying unaudited financial statements have been prepared in accordance with the instructions from Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments that are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period(s), and to make the financial statements not misleading, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim period(s) are not necessarily indicative of operations for a full year.
Development Stage Company
A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. The company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.
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
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The Company’s financial instruments consist of amounts due to its sole officer, director and major stockholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity.
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. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-
than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. All of the Company’s tax years are subject to examination by Federal and state jurisdictions.
The Company classifies penalties and interest related to income taxes as income tax expense in the Statements of Operations.
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s 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 Company’s 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 period ending July 31, 2013.
Recent Accounting Pronouncements
Because the Company has been recently organized and has not commenced operations, the new accounting standards have no significant impact on the financial statements and related disclosures. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
NOTE 3 – COMMON STOCK
On October 26, 2012, the Company issued 8,000,000 shares of common stock for cash proceeds of $8,000 at $0.001 per share.
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On July 18, 2013, the Company issued 2,300,000 shares of common stock for cash proceeds of $23,000 at $0.01 per share.
The Company had 10,300,000 shares of common stock issued and outstanding as of July 31, 2013.
NOTE 4 – RELATED PARTY TRANSACTION
The Company owes its CEO, Vladimir Leonov, a total of $4,221 as of July 31, 2013, in the form of an unsecured loan. The note is due on demand and is non-interest bearing.
NOTE 5 – INCOME TAXES
As of July 31, 2013 the Company had a net operating loss carry-forward of approximately $ 6,272 that can be used to offset future taxable income and begins to expire in 2031. Should a change in ownership occur net operating loss carry forwards can be limited as to use in future years.
NOTE 6 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company has not generated any revenues as of July 31, 2013. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, 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 management’s 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.
NOTE 7 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to July 31, 2013 to the date these financial statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three And Nine Months Period Ended July 31, 2013
Our net loss for the three months period ended July 31, 2013 was $8,891. Our net loss for nine months period ended July 31, 2013 was $ 18,464. During the three and nine month periods ended July 31, 2013 we have not generated any revenue.
During the three month period ended July 31, 2013, our operating expenses were bank service charges $811 and professional fees $8,080. During the nine months period ended July 31, 2013, our operating expenses were bank service charges $950 and professional fees of $ 17,514. The weighted average number of shares outstanding was 9,096,522 and 8,331,842 for the three and nine months period ended July 31, 2013.
Liquidity and Capital Resources
Three Months Period Ended July 31, 2013
As at July 31, 2013, our total assets were $18,222 compared to $8,592 in total assets at October 31, 2012. Total assets were comprised of $17,651 in cash and equipment expenses of $571. As at July 31, 2013, our current liabilities were $5,721. Stockholders’ equity was $ (12,501) as of July 31, 2013 compare to stockholders' equity of $7,921 as of October 31, 2012.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine months period ended July 31, 2013, net cash flows used in operating activities was $(16,964). For the period from inception (February 23, 2012) to July 31, 2013, net cash flows from operating activities was $(16,999).
Cash Flows from Investing Activities
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For the nine months period ended July 31, 2013, net cash flows used in investing activities was $ (571). For the period from inception (February 23, 2012) to July 31, 2013, net cash flows from investing activities was $ (571).
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity. For the nine months period ended July 31, 2013, cash flow for financing activities was $35,121. For the period from inception (February 23, 2012) to July 31, 2013, net cash provided by financing activities was $35,221 received from proceeds from issuance of common stock and director loan.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. 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 will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any offbalance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The independent auditors' review report accompanying our October 31, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
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Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended July 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
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Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
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.
| | Arax Holdings Corp. |
| Dated: August 29, 2013 | By: /s/ Vladimir Leonov |
| | Vladimir Leonov, President and Chief Executive Officer and Chief Financial Officer |
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