Cover
Cover - USD ($) | 12 Months Ended | ||
Oct. 31, 2023 | Apr. 26, 2024 | Apr. 19, 2024 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Oct. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --10-31 | ||
Entity File Number | 333-185928 | ||
Entity Registrant Name | ARAX HOLDINGS CORP. | ||
Entity Central Index Key | 0001566243 | ||
Entity Tax Identification Number | 99-0376721 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 820 E Park Ave | ||
Entity Address, Address Line Two | Bldg. D200 | ||
Entity Address, City or Town | Tallahassee | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32301 | ||
City Area Code | 850 | ||
Local Phone Number | 254-1161 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 28,490,187 | ||
Entity Common Stock, Shares Outstanding | 127,588,506 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
BALANCE SHEET
BALANCE SHEET - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 1,448,769 | |
Accounts receivable | 226,951 | |
Total current assets | 1,675,720 | |
Fixed assets | 1,510 | |
Software development | 5,033,332 | |
Long-term investments | 437,373 | |
Total assets | 7,147,934 | |
LIABILITIES & STOCKHOLDERS’ DEFICIT | ||
Current liabilities | 100,000 | |
Accrued expenses | 100,378 | 116,869 |
Due to related party | 57,756 | 57,756 |
Total current liabilities | 258,134 | 174,625 |
Total liabilities | 258,134 | 174,625 |
Stockholders’ deficit | ||
Preferred Stock Series A, par value $0.001, 10,000,000 shares authorized, 10,000,000 and -0- shares issued and outstanding as of October 31, 2023 and 2022, respectively | 10,000 | 10,000 |
Common stock, Par Value $0.001, 950,000,000 shares authorized, 126,160,534 and 10,335,294 issued and outstanding as of October 31, 2023 and 2022 | 126,160 | 10,335 |
Additional paid in capital | 26,176,224 | 684,046 |
Accumulated deficit | (19,422,584) | (879,006) |
Total stockholders’ equity (deficit) | 6,889,800 | (174,625) |
Total liabilities and stockholders’ equity (deficit) | $ 7,147,934 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Oct. 31, 2023 | Oct. 31, 2022 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, shares, issued | 126,160,534 | 10,335,294 |
Common stock, shares, outstanding | 126,160,534 | 10,335,294 |
Series A Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 909,176 | |
Operating expenses: | ||
Administrative expenses | 811,639 | 73,613 |
Administrative expenses -officers | 90,000 | 75,000 |
Total operating expenses | 901,639 | 148,613 |
Income from operations | 7,536 | (148,613) |
Other expense | ||
Other expenses net | (830) | |
Income before provision for income taxes | (18,543,578) | (148,613) |
Provision for income taxes | ||
Net income | $ (18,543,578) | $ (148,613) |
Net income (loss) per common share, basic | $ (0.15) | $ 0.01 |
Weighted average shares outstanding, basic | 82,811,424 | 10,335,294 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Oct. 31, 2019 | $ 10,335 | $ 588,271 | $ (598,606) | ||
Beginning balance (in shares) at Oct. 31, 2019 | 10,335,294 | ||||
Issuance of preferred stock and forgiveness of debt treated as a capital contribution | |||||
Issuance of preferred stock and forgiveness of debt treated as a capital contribution (in shares) | |||||
Net income (loss) | |||||
Ending balance, value at Oct. 31, 2020 | $ 10,335 | 588,271 | (598,606) | ||
Ending Balance (in shares) at Oct. 31, 2020 | 10,335,294 | ||||
Issuance of preferred stock and forgiveness of debt treated as a capital contribution | $ 10,000 | 90,000 | 100,000 | ||
Issuance of preferred stock and forgiveness of debt treated as a capital contribution (in shares) | 10,000,000 | ||||
Net income (loss) | (131,787) | (131,787) | |||
Forgiveness of debt treated as a capital contribution | 5,775 | 5,775 | |||
Ending balance, value at Oct. 31, 2021 | $ 10,000 | $ 10,335 | 684,046 | (730,393) | (26,012) |
Ending Balance (in shares) at Oct. 31, 2021 | 10,000,000 | 10,335,294 | |||
Issuance of preferred stock and forgiveness of debt treated as a capital contribution | |||||
Issuance of preferred stock and forgiveness of debt treated as a capital contribution (in shares) | |||||
Net income (loss) | (148,613) | (148,613) | |||
Ending balance, value at Oct. 31, 2022 | $ 10,000 | $ 10,335 | 684,046 | (879,006) | (174,625) |
Ending Balance (in shares) at Oct. 31, 2022 | 10,000,000 | 10,335,294 | |||
Issuance of preferred stock and forgiveness of debt treated as a capital contribution | $ 115,825 | 25,492,178 | 25,608,003 | ||
Issuance of preferred stock and forgiveness of debt treated as a capital contribution (in shares) | 115,825,240 | ||||
Net income (loss) | (18,543,578) | (18,543,578) | |||
Ending balance, value at Oct. 31, 2023 | $ 10,000 | $ 126,161 | $ 26,176,224 | $ (19,422,584) | $ 6,889,800 |
Ending Balance (in shares) at Oct. 31, 2023 | 10,000,000 | 126,160,534 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ (18,543,578) | $ (148,613) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Changes in accounts receivable | (226,951) | |
Expenses paid by related party | 45,894 | |
Changes in accounts payable and investments | (69,293) | |
Decrease in accrued expenses | (16,491) | 102,719 |
Net cash used by operating activities | (18,856,313) | |
Cash flows from investing activities: | ||
R&D Software capitalization | (5,033,332) | |
Long-term investments | (269,589) | |
Net cash used by investing activities | (5,302,921) | |
Cash flows from financing activities: | ||
Additional paid in capital | 24,052,178 | |
Common stock | 115,825 | |
Common stock to be issued | 1,440,000 | |
Net cash provided by financing activities | 25,608,003 | |
Net increase (decrease) in cash | 1,448,769 | |
Cash at the beginning of the period | ||
Cash at the end of the period | 1,448,769 | |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | ||
Cash paid during the period for income taxes | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Related party debt settled with preferred stock | ||
Forgiveness of related party debt credited to paid in capital |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Arax Holdings Corp. (the “Company”, “we”, “our” or “us”) was incorporated under the laws of the State of Nevada February 23, 2012 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. On October 31, 2016 management believed that the best business model for our investors is to pursue business activity in the Life Sciences sector of the United States and possibly internationally. The Company had been dormant from September 28, 2017 to October 31, 2020. On December 30, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-825346-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company. On the same date, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors. On June 24, 2021, as a result of a private transaction, 10,000,000 0.001 90.6 On June 24, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Michael Pieter Loubser consented to act as the new Chairman of the Board of Directors of the Company, Ockert Cornelius Loubser consented to act as the new Chief Executive Officer of the Company, and Rastislav Vašička consented to act as the new Chief Information Officer of the Company. On August 31st, 2021, the Company appointed Christopher D. Strachan as its Chief Financial Officer. The Company began a transition into a software and technology holding company, negotiating agreements with various technology companies in Europe to acquire some of their related assets. The Company has removed the shell status and has commenced operations. As of the date of this Report, our management has completed the acquisition of certain technologies and software businesses including the Core Business Holdings Group and Cilandro. These businesses, technology and any other target business that are selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. The Company has no employment contracts with any of its officers. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. The Company has incurred operating losses since its inception. As of October 31, 2023, the Company had working capital of $ 25,371,682 940,703 Because the Company does not expect that existing operational cash flow will be sufficient to fully fund presently anticipated operations for fiscal year 2024, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. If the Company is unable to raise additional cash it could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of stock or borrow additional funds. However, cash generated from software development revenues is currently exceeding development costs, but is insufficient to cover operating expenses Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company has no Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Net Income or Loss per Share Net income or loss per common share is computed by dividing net income or loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company has 100,000,000 0 |
EQUITY
EQUITY | 12 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
EQUITY | NOTE 3 – EQUITY Common Stock The Company has authorized 950,000,000 0.001 126,160,534 Preferred Stock On March 31, 2021 the Company took a corporate action and authorized 10,000,000 0.001 10 for 1 16,166 21,941 Due to the thinly traded nature of the Company’s stock and its status as a “shell”, the Company used the par value of the common stock which was determined to be $ 100,000 16,166 83,834 On June 24, 2021, as a result of a private transaction, the 10,000,000 No transactions were recorded for the fiscal year ended October 31, 2023 Liquidation Preference In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series A Preferred Stock (each, the “the Original Issue Price”) for each share of Series A Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series A Preferred Stock, the Original Issue Price shall be $0.001per share for the Series A Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any existing series of Preferred Stock or to the rights of any series Arax Holdings Corp. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES A PREFERRED STOCK. On behalf of Arax Holdings Corp., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”): RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized by the Corporation’s Articles of Incorporation (“Preferred Stock”), Series A Preferred Stock, consisting of Ten Million (10,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions: of Preferred Stock which may from time to time hereafter come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed rateably among the holders of the each series of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. (b) Upon the completion of the distribution required by Section 2(a) above and any other distribution that may be required with respect to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, if assets remain in the Corporation, the remaining assets shall be distributed to the holders of the Common Stock until such time as the holders of the Common stock shall have received a return of the capital originally contributed thereby. Thereafter, if assets remain in the Corporation, all remaining assets shall be distributed to all holders of Common Stock and to each series of Preferred Stock, pro rata (c) For purposes of this Section 2, a liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation); or (ii) a sale of all or substantially all of the assets of the Corporation, unless the Corporation’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation’s acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity in approximately the same relative percentages after such acquisition or sale as before such acquisition or sale. (d) In any of the events specified in (c) above, if the consideration received by the corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows: (i) Securities not subject to investment letter or other similar restrictions on free marketability: (A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock. (iii) In the event the requirements of Section 2(c) are not complied with, the Corporation shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or (B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Series A Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 2(c)(iv) hereof. (iv) The Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the corporation has given the first notice provided for herein or sooner than ten (10) days after the corporation has given notice of any material changes provided for herein; provided, however, that time periods set forth in this paragraph may be shortened upon the written consent of the holders of Series A Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Series A Preferred Stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Oct. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 – COMMITMENTS AND CONTINGENCIES The Company did not |
NOTES PAYABLE-RELATED PARY
NOTES PAYABLE-RELATED PARY | 12 Months Ended |
Oct. 31, 2023 | |
Notes Payable-related Pary | |
NOTES PAYABLE-RELATED PARY | NOTE 5 – NOTES PAYABLE-RELATED PARY Mr. Lazar, the principal member of the Company’s Court-appointed custodian, is considered a related party. During the three months ended April 30, 2021, Custodian Venture extended $ 9,220 5,775 |
ADVANCES FROM RELATED PARTY
ADVANCES FROM RELATED PARTY | 12 Months Ended |
Oct. 31, 2023 | |
Advances From Related Party | |
ADVANCES FROM RELATED PARTY | NOTE 6 – ADVANCES FROM RELATED PARTY An entity controlled by the Company’s Chairman has advanced an aggregate of $ 57,756 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES The Company issued $ 6,413,760 15,392,313 |
CAPITALIZED DEVELOPMENT COSTS
CAPITALIZED DEVELOPMENT COSTS | 12 Months Ended |
Oct. 31, 2023 | |
Research and Development [Abstract] | |
CAPITALIZED DEVELOPMENT COSTS | NOTE 8 – CAPITALIZED DEVELOPMENT COSTS Software developed to be sold, leased, or marketed (external-use software) has been reported by the Company under US GAAP Subtopic 985-20 which requires the expensing of all software development costs incurred to establish the technological feasibility of the software product. Provided there are no unresolved ‘high-risk’ development issues, the technological feasibility of a software product is established upon completion of the product design and either (1) a detailed program design or (2) a working model. Development costs incurred after technological feasibility is established (production costs) are capitalized to the extent recoverable by the NRV of the software product until the product is available for general release. Unlike under Subtopic 350-40, direct and indirect production costs are capitalized under Subtopic 985-20. |
INVESTMENT ASSETS
INVESTMENT ASSETS | 12 Months Ended |
Oct. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT ASSETS | NOTE 9 – INVESTMENT ASSETS The Company applied the equity method to its investment in Core Business Holdings (CBH) as the investment enables the Company to exercise significant influence over the operating and financial decisions of CBH. As per the guidance of ASC 970 and 323 the Company used the Equity Method to represent the investment as a single line item in the financials |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 12 Months Ended |
Oct. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | NOTE 10 – RELATED PARTY TRANSACTION In December 2022, Arax Holdings Corp. completed the acquisition of Core Business Holdings 18,000,000 The intellectual properties, valued at $ 18,000,000 Related Party Transaction Disclosure Impairment Consideration Impairment Review and Measurement: Consistent with IAS 36 on Impairment of Assets, and in compliance with GAAP accounting standards on impairment of assets, ARAX Holdings Corp. conducts periodic reviews of asset values to ensure they are not recorded at more than their recoverable amount. Consistent with these principles, an impairment loss was recognized for the recently acquired assets from the related party transaction involving Core Business Holdings. Reason for Impairment: The impairment was necessitated by the related party nature of the transaction, which requires a cautious approach to valuation until a formal, independent valuation is available. As of the reporting date, the impairment recognized amounted to $ 18,550,285 Basis of Impairment Calculation: The recoverable amount of the assets was determined based on the higher of the fair value less costs of disposal or the value in use at the time of impairment testing. This approach ensures that the assets are measured fairly and conservatively, reflecting their current economic worth to the company. Financial Statement Representation: ARAX Holdings Corp. asserts that these financial statements accurately reflect the comprehensive details of the acquisition and subsequent impairment. This disclosure is intended to provide stakeholders with clear and reliable information regarding the financial implications and the nature of the transaction, maintaining transparency and adherence to regulatory requirements. This format adheres to SEC and GAAP guidelines, ensuring that all necessary details concerning the impairment and the related party transaction are comprehensively and transparently reported. |
Deferred Tax Assets and Income
Deferred Tax Assets and Income Tax Provision | 12 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets and Income Tax Provision | NOTE 11 – Deferred Tax Assets and Income Tax Provision The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the years ended October 31, 2023 and October 31, 2022, respectively, to the Company’s effective tax rate is as follows: Schedule of deferred tax assets and income tax provision Year Ended Year Ended October 31, 2023 October 31, 2022 Statutory federal income tax rate (21 )% (21 )% State income tax, net of federal benefits (0 )% (0 )% Change in federal tax rate — % — % Change in valuation allowance 0 % 0 % Income tax provision (benefit) — % — % The benefit for income tax is summarized as follows: Year Ended Year Ended Federal Current $ — $ — Deferred (184,591 ) (153,383 ) State Current — — Deferred Change in valuation allowance Income tax provision (benefit) $ (184,591 ) $ (153,383 ) As of October 31, 2023, the Company had accumulated Federal net operating loss carryovers (“NOLs”) of $ 184,591 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. The Company files U.S. Federal and various State tax returns that are subject to audit by tax authorities beginning with the year ended October 31, 2023. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Oct. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events On December 05, 2023 the Company entered into an agreement to acquire 20 11 On January 05, 2024 the Company launched the Ping Exchange as part of the Core Business Holdings Ecosystem. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. The Company has incurred operating losses since its inception. As of October 31, 2023, the Company had working capital of $ 25,371,682 940,703 Because the Company does not expect that existing operational cash flow will be sufficient to fully fund presently anticipated operations for fiscal year 2024, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. If the Company is unable to raise additional cash it could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of stock or borrow additional funds. However, cash generated from software development revenues is currently exceeding development costs, but is insufficient to cover operating expenses |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company has no |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
Net Income or Loss per Share | Net Income or Loss per Share Net income or loss per common share is computed by dividing net income or loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company has 100,000,000 0 |
Deferred Tax Assets and Incom_2
Deferred Tax Assets and Income Tax Provision (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and income tax provision | The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the years ended October 31, 2023 and October 31, 2022, respectively, to the Company’s effective tax rate is as follows: Schedule of deferred tax assets and income tax provision Year Ended Year Ended October 31, 2023 October 31, 2022 Statutory federal income tax rate (21 )% (21 )% State income tax, net of federal benefits (0 )% (0 )% Change in federal tax rate — % — % Change in valuation allowance 0 % 0 % Income tax provision (benefit) — % — % |
The benefit for income tax is summarized as follows: | The benefit for income tax is summarized as follows: Year Ended Year Ended Federal Current $ — $ — Deferred (184,591 ) (153,383 ) State Current — — Deferred Change in valuation allowance Income tax provision (benefit) $ (184,591 ) $ (153,383 ) |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares | 12 Months Ended | ||
Jun. 24, 2021 | Oct. 31, 2023 | Oct. 31, 2022 | |
Entity incorporation, state or country code | NV | ||
Series A Preferred Stock [Member] | |||
Issuance of preferred stock and forgivenes of debt treated as capital contribution shares | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Ownership percentage voting rights | 90.60% | ||
Arax Holdings Corp [Member] | |||
Entity incorporation, state or country code | NV | ||
Entity incorporation date | Feb. 23, 2012 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Accounting Policies [Abstract] | ||
Working capital deficit | $ 25,371,682 | |
Accumulated deficit | (19,422,584) | $ (879,006) |
Cash equivalents | $ 0 | |
Antidilutive securities excluded | 100,000,000 | 0 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 24, 2021 | Mar. 31, 2021 | Oct. 31, 2023 | Oct. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | ||
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares, issued | 126,160,534 | 10,335,294 | ||
Common stock, shares, outstanding | 126,160,534 | 10,335,294 | ||
Common stock issued for loan repayment and compensation expenses | $ 100,000 | |||
Repayments of debt | 16,166 | |||
Stock-based compensation expense | $ 83,834 | |||
Series A Preferred Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Series A Preferred Stock [Member] | Related Party Transactions [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock conversion basis | 10 for 1 | |||
Amount of shares issue for reduction of loan | $ 16,166 | |||
Loan due on company | $ 21,941 | |||
Preferred Class A [Member] | Michael Pieter Loubser [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares transfer | 10,000,000 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | ||
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares, issued | 126,160,534 | 126,160,534 | ||
Common stock, shares, outstanding | 126,160,534 | 126,160,534 | ||
Preferred Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares issued | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Contractual commitments | $ 0 | $ 0 |
NOTES PAYABLE-RELATED PARY (Det
NOTES PAYABLE-RELATED PARY (Details Narrative) | 3 Months Ended |
Apr. 30, 2021 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Amount due on related party | $ 5,775 |
Mr Lazar [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Extended notes payable receive | $ 9,220 |
ADVANCES FROM RELATED PARTY (De
ADVANCES FROM RELATED PARTY (Details Narrative) | Oct. 31, 2023 USD ($) |
Advances From Related Party | |
[custom:AdvancesRelatedPartyTransactionDueFromToRelatedParty-0] | $ 57,756 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) | 12 Months Ended |
Oct. 31, 2023 USD ($) shares | |
Amount of convetible notes issued | $ | $ 6,413,760 |
Common Stock [Member] | |
Notes coverted into shares | shares | 15,392,313 |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) - Purchase Agreement [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Name of the acquired entity | Core Business Holdings |
value of intellectual properties | $ 18,000,000 |
value of intellectual properties | 18,550,285 |
Intellectual Property [Member] | |
Restructuring Cost and Reserve [Line Items] | |
value of intellectual properties | $ 18,000,000 |
Schedule of deferred tax assets
Schedule of deferred tax assets and income tax provision (Details) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (21.00%) | (21.00%) |
State income tax, net of federal benefits | (0.00%) | (0.00%) |
Change in federal tax rate | ||
Change in valuation allowance | 0% | 0% |
Income tax provision (benefit) |
The benefit for income tax is s
The benefit for income tax is summarized as follows: (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Federal | ||
Current | ||
Deferred | (184,591) | (153,383) |
State | ||
Current | ||
Income tax provision (benefit) | $ (184,591) | $ (153,383) |
Deferred Tax Assets and Incom_3
Deferred Tax Assets and Income Tax Provision (Details Narrative) | Oct. 31, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 184,591 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Purchase Agreement [Member] | Dec. 05, 2023 |
Restructuring Cost and Reserve [Line Items] | |
Subsequent event description | On December 05, 2023 the Company entered into an agreement to acquire 20% with an option to obtain an additional 11% of the shares of Undo Studios, a technology, IP, and developed The Nemesis, a leading open-world metaverse platform on the Metaverse. |
Agreement to acquire, percent | 20% |
Option to obtain an additional, percent | 11% |