Arax Holdings Corp - Quarter Report: 2014 July (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended July 31, 2014

OR

For the transition period from ____ to _____

Commission File Number: 333-185928

(Exact Name of Registrant as Specified in Its Charter) (Zip Code)

2329 N. Career Avenue
Suite 206
Sioux Falls, SD 57107

(Address of Principal Executive Offices)

(605) 553-2238

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 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 x No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Arax Holdings Corp.

Form 10-Q

Index

ARAX HOLDINGS CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

See accompanying notes to condensed unaudited financial statements.

ARAX HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

* denotes a loss of less than $(0.01) per share

See accompanying notes to condensed (unaudited) financial statements.

ARAX HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

See accompanying notes to condensed unaudited financial statements.

ARAX HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

See accompanying notes to condensed unaudited financial statements.

ARAX HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED JULY 31, 2014 AND 2013 AND THE
PERIOD FOM FEBRUARY 23, 2012 (INCEPTION) TO JULY 31, 2014

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 with a business plan to sell hot dogs from mobile hot dog stands throughout the major cities in Mexico

Effective January 16, 2014, Vladimir Leonov, the Chief Executive Officer, majority shareholder and sole director of the Company sold 8,000,000 shares of common stock of the Company (approximately 77% of the issued and outstanding shares of common stock of the Company) owned by him to Thru Pharma, LLC (d/b/a pharmaCline), a Delaware limited liability company (“Thru Pharma”), for total cash consideration of $275,000 in a private transaction (the “Acquisition”). The Acquisition resulted in a change in control of the Company. Simultaneous with the closing of the Acquisition, Mr. Leonov resigned as a director and from all offices he held with the Company, and Steven J. Keough, was elected as a director of the Company and appointed as the Company’s Chief Executive Officer, President, Secretary and Treasurer.

Following the changes in control and management of the Company related to the Acquisition, the Company intends to reevaluate its operations and business plan.

The Company has not generated any revenues and has incurred only nominal costs in implementing its business plan.

NOTE 2 – 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 July 31, 2014.  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 3 – SUMMARY OF SIGNIFICANT 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, 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 are not necessarily indicative of operations for a full year.

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 for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has not elected to early adopt these provisions and consequently these additional disclosures are included in these financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

As of July 31, 2014 the Company had no financial instruments. As of October 31, 2013, the Company’s financial instruments consisted of cash and amounts due to its former sole officer, director and major stockholder. The carrying amount of these financial instruments approximated its fair value due to short-term 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.

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 instruments. There were no such potentially dilutive debt or equity instruments issued or outstanding during the three and nine month periods ending July 31, 2014 and 2013.

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 other than those relating to Development Stage Entities as discussed above.

NOTE 4 – COMMON STOCK

The Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 per share.

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.

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, 2014.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company owed its principal shareholder and Chief Executive Officer Vladimir Leonov, a total of $4,221 as of October 31, 2013, in the form of an unsecured loan.  The note was due on demand and was non-interest bearing.

During the three months ended January 31, 2014, Mr. Leonov advanced the Company a further $615 for working capital purposes.

Effective January 16, 2014, coincidental with the sale of his controlling interest in the Company, Mr. Leonov forgave repayment of his outstanding loan balance which was credited to additional paid in capital at that time.

The Company owed its principal shareholder, Thru Pharma, a total of $19,237 as of July 31, 2014, in the form of an intercompany payable. It is due on demand and is non-interest bearing.

NOTE 6 – INCOME TAXES

As of July 31, 2014, the Company had a net operating loss carry-forward of approximately $55,085 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.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Pursuant to a Consulting Agreement dated as of October 8, 2013, by and between Thru Pharma, the Company’s principal shareholder, and Strategic Universal Advisors, LLC (“Strategic”) as amended, pursuant to an Amendment to Consulting Agreement made and entered into April 9, 2014 (collectively, the “Consulting Agreement”), Thru Pharma agreed to issue to Strategic a five year stock option to purchase 1,000,000 shares of Arax common stock at an exercise price equal to the greater of (a) the fair market value per share of the Company’s common stock on the date of grant, and (b) $0.10 per share (the “Option”), if certain agreed-upon objectives were achieved. As of the filing of this 10-Q, not all objectives have been achieved for the issuance of the option.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to July 31, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements which reflect management’s expectation or belief concerning future events that involve risks and uncertainties. Our actions, results and performance could differ materially from what is contemplated by the forward-looking statements contained in this Report. Factors that might cause differences from the forward-looking statements include those referred to or identified in our Registration Statement on Form S-1 filed with the SEC on April 25, 2013 and other factors that may be identified elsewhere in this Report. Reference should be made to such factors and all forward-looking statements are qualified in their entirety by the above cautionary statements.

The following is management’s discussion and analysis of the financial condition and results of operations of the Company, as well as our liquidity and capital resources. The discussion, including known trends and uncertainties identified by management, should be read in conjunction with the Company’s unaudited consolidated financial statements and related notes included in this Report, as well as our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended October 31, 2013.

Overview

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.

Effective January 16, 2014, Vladimir Leonov, the Chief Executive Officer, majority shareholder and sole director of the Company sold 8,000,000 shares of our common stock (approximately 77% of the issued and outstanding shares of common stock of the Company) owned by him to Thru Pharma, LLC (d/b/a PharmaCline), a Delaware limited liability company (“Thru Pharma”), for total cash consideration of $275,000 in a private transaction (the “Acquisition”). The Acquisition resulted in a change in control of the Company. Simultaneous with the closing of the Acquisition, Mr. Leonov resigned as a director and from all offices he held with us, and Steven J. Keough, was elected as our director and appointed as the Company’s Chief Executive Officer, President, Secretary and Treasurer. Following the changes in control and management of the Company related to the Acquisition, we intend to reevaluate our business plan.

Pursuant to a Consulting Agreement dated as of October 8, 2013, by and between Thru Pharma and Strategic Universal Advisors, LLC (“Strategic”) as amended, pursuant to an Amendment to Consulting Agreement made and entered into April 9, 2014 (collectively, the “Consulting Agreement”), effective April 1, 2014, Thru Pharma transferred 7,660,000 Shares to Strategic Universal Advisors, LLC (“Strategic “). In connection with this transfer, Strategic granted to Mr. Keough, a control person of the Company and Thru Pharma, an irrevocable proxy (the “Irrevocable Proxy”), to vote all of such 7,660,000 Shares until the later of (i) a change of control (as defined in the Irrevocable Proxy), of the Company, and (ii) January 16, 2015.

As part of the Consulting Agreement, Thru Pharma agreed to issue to Strategic a five year stock option to purchase 1,000,000 shares of Arax common stock at an exercise price equal to the greater of (a) the fair market value per share of the Company’s common stock on the date of grant, and (b) $0.10 per share (the “Option”), if certain agreed-upon objectives are achieved. As of the filing of this 10-Q, not all objectives have been achieved for the issuance of the option.

The Company’s status as a “shell company” as of the date of this report remains unchanged.

Results of Operations

Three and Nine-Month Period Ended July 31, 2014 Compared to Three and Nine-Month Period Ended July 31, 2013

Revenue

We recognized no revenue in the three and nine-month periods ended July 31, 2014 and 2013 as we are a development stage company and have not commenced operations as yet.

Operating Expenses

During the three-month period ended July 31, 2014, our operating expenses were limited to professional fees of $8,131 which was broadly comparable to the $8,891 of operating expenses we incurred during the three months ended July 31, 2013. Operating expenses in both periods principally related to professional fees incurred in the filing of our Form 10-Q.

During the nine-month period ended July 31, 2014, our operating expenses were $24,073 compared to $18,464 during the nine months ended July 31, 2013. During the nine months ended July 31, 2014, our operating expenses comprised depreciation expense of $29, bank service charges of $24, professional fees of $23,592 and loss on disposal of an asset of $428. By comparison, during the nine months ended July 31, 2013, our operating expenses comprised bank service charges of $950 and professional fees of $17,514.

The Company has not commenced operations yet.

Net Loss

Our net loss for the three-month period ended July 31, 2014 was $8,131 compared to $8,891 for the three months ended July 31, 2013 due to the factors discussed above.

Our net loss for the nine-month period ended July 31, 2014 was $24,073 compared to $18,464 for the nine months ended July 31, 2013 due to the factors discussed above.

The Company has not commenced operations yet.

Liquidity and Capital Resources

At July 31, 2014 we had no assets and $19,237 of current liabilities compared to current assets of $3,752, total assets of $4,209 and current liabilities of $4,221 at October 31, 2013.

Cash Flow for the Nine-Month Period Ended July 31, 2014 Compared to Nine-Month Period Ended July 31, 2013

Operating Activities

During the nine months ended July 31, 2014 we used $23,616 in operating activities compared to $16,920 used in operating activities during the nine months ended July 31, 2013. The increase between the two periods related primarily to the increase in loss between the two periods.

Investing Activities

We neither used nor generated cash flow from operating activities during the nine-month periods ended July 31, 2014 or 2013.

Financing Activities

During the nine months ended July 31, 2014 we received $19,864 by way of loans from our related parties to fund our working capital requirements. During the nine months ended July 31, 2013 we received $3,550 by way of a loan from our then principal shareholder and sole director and officer. We also received $23,000 from the sale of 2,300,000 shares of common stock.

Historically, we have funded working capital requirements primarily through the proceeds of the private placement of equity instruments. We expect that working capital requirements will be funded through advances from Thru Pharma, and through further issuances of our securities. We have no lines of credit or other bank financing arrangements. Additional issuances of equity or issuances of 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 implement our business plan.

Going Concern Qualification

The independent auditors’ review report accompanying the Company’s October 31, 2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future or obtaining the necessary financing to meet obligations and repay liabilities arising from normal business operations when they come due. 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.

Off-Balance Sheet Arrangements

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

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of July 31, 2014. Based upon this evaluation, and considering the Company’s discovery that it inadvertently filed its Form 10-Q for the quarter ended April 30, 2014 prior to the completion of Company’s registered public accountant review and without certain period expenses, our management concluded that the Company’s disclosure controls and procedures were not effective as of July 31, 2014. Management believes that the inadvertent filing of the Original Form 10-Q and the failure to include certain period expenses resulted from material weaknesses in internal control over financial reporting, which management considers an integral component of disclosure controls and procedures. The material weaknesses identified relate to a lack of appropriate procedures for ensuring that all required approvals are obtained prior to filing reports with the SEC.

As reported in the Company’s Form 8-K dated September 17, 2014 the Company was made aware of these material weaknesses on September 12, 2014. Since that time, the Company has performed additional analyses and procedures to account for all period expenses and performed additional reviews and procedures to ensure all required approvals are obtained prior to filing any report with the SEC. The Company continues to review its controls and procedures to prevent any future material weaknesses. The Company believes that the financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial conditions, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 15d-15(f) under the Exchange Act) during the quarter ended July 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

*The interactive data files listed above shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.

See Exhibit Index immediately following the signature page.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit Index