UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 20222023

☐ 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)

6770

(Primary Standard Industrial Classification Code Number) 

99-0376721

(IRS Employer Identification No.)

30 North Gould Street

Sheridan820 E Park Ave, WYBldg. D200
Tallahassee 82801FL. 32301

850-254-1161

(Address and telephone number of registrant’s executive office)

Securities registered pursuant to Section 12(b) of the Act:

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐No☒

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐    No ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐    No ☒ 

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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒    No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    ☐No    No ☒ 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of January 17, 2023,April 19, 2024, was approximately $1,050,88228,490,187 based on a closing price of $0.45$1.00 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.  

As of February 7, 2023April 26, 2024 the Registrant had 10,335,294127,588,506 shares of common stock issued and outstanding. 

TABLE OF CONTENTS

PART I

ITEM 1. DESCRIPTION OF BUSINESS

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean Arax Holdings Corp. unless otherwise indicated.

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor,endeavour, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Description of Business

Arax Holdings Corp. (the “Company”, “we”, “our” or “us”) was incorporated under the laws of the State of Nevada on February 23, 2012 with a business plan to sell hot dogs from mobile hot dog stands throughout the major cities in Mexico. As of the filing of the 10K for 2016, the Company stated that it was re-evaluating its business plan.

We have been dormant from May 2005 through October 31, 2020. As of the date of this Report, we have and intend to engage in what we believe to be synergistic acquisitions or joint ventures with a company or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate any future acquisitions using our securities as consideration, or at all. Numerous thingsconsideration. The Company has operations from a continuing business providing software and logistics services to a company in South Africa. The Company intends to develop this relationship while expanding in other areas of the world. The Company has acquired financial licenses in Switzerland under the entity Cilandro and is currently working to provide Central Business Digital Currencies for various entities worldwide. The Company will needcontinue to occurdevelop software solutions that work exclusively on the Core Blockchain to allow us to implementmaximize its potential for revenue generation in this aspectnew technology released in May of our2022. The Company has entered into consulting and design agreements from continuing business plan and there are no assurances that anyis in the process of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan.evaluating additional acquisitions of software technologies.

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 shares of Series A Preferred Stock, $0.001 par value per share (the "Shares") of Arax Holdings Corp., a Nevada corporation (the “Company”), were transferred from Custodian Ventures, LLC to Michael Pieter Loubser (the “Purchaser”). As a result, the Purchaser became an approximately 90.6% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.

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 is actively working to remove the shell status and has commenced operations.

Competition and Market Conditions

We will face substantial competition in our efforts to identify and pursue a business venture. The primary source of competition is expected to be from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially greater financial and other resources than we do. In light of our limited financial and human resources, we are at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a new field. Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant difficulty obtaining a business. We expect these conditions to persist at least until such time as the economy recovers. Further, even if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the marketplace in which we decide to operate as a result of reduced demand and/or increased raw material costs caused by the pandemic and other economic forces that are beyond our control.

Regulation

As of the date of this Report, we are required to file reports with the Securities and Exchange Commission (the “SEC”) by Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Depending on the direction management decides to take and a business or businesses we may acquire in the future, we may become subject to other laws or regulations that require us to make material expenditures on compliance including the increasing state levelstate-level regulation of privacy. Any such requirements could require us to divert significant human and capital resources on compliance, which could have an adverse effect on our future operating results.

Employees

As of the date of this Report, we do not have employees. However our Chief Executive Officer, Chief Financial Officer and Chief Information Officer provide part-time consulting services to us with deferred compensation fees.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES

The Company’s principal business and corporate address is 30 North Gould Street, Sheridan, WY 82801.820 E Park Ave, Bldg. D200, Tallahassee FL 32301.

ITEM 3. LEGAL PROCEEDINGS

We currently are not a party to any material litigation or other material legal proceedings. From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.  

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is not listed on any securities exchange, and is quoted on the OTC Pink Market under the symbol “ARAT” Because our Common Stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our Common Stock.

Holders

As of February 7, 2023April 12, 2024 there were 3590 shareholders of record of the Company’s Common Stock based upon the records of the shareholders provided by the Company’s transfer agent. The Company’s transfer agent is VstockVStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598, Telephone # 212-828-8436.

Dividends

We have never paid or declared any dividends on our Common Stock and do not anticipate paying cash dividends in the foreseeable future.

Securities Authorized For Issuance Under Equity Compensation Plans

We currently do not have any equity compensation plans.

Unregistered Sales of Equity Securities

We have previously disclosed all sales of securities without registration under the Securities Act of 1933.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

The Company has no operations orfrom a continuing business providing software and logistics services to a company in South Africa. The Company intends to develop this relationship while expanding in other areas of the world. The Company has acquired financial licenses in Switzerland under the entity Cilandro and is currently working to provide Central Business Digital Currencies for various entities worldwide. The Company will continue to develop software solutions that work exclusively on the Core Blockchain to maximize its potential for revenue asgeneration in this new technology released in May of October 31, 2022. We are currentlyThe Company has entered into consulting and design agreements for continuing business and is in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effectsevaluating additional acquisitions of the coronavirus pandemic on the U.S. and global economies. The Company has signed a Binding Letter of Intent and Deal Terms with a technology company to acquire some of their IP and technology assets together with limited liabilities. The Company continues to explore other acquisitions to further strengthen their ability to provide shareholder value and has begun operations.software technologies. On December 13, 2022, the Company entered into an agreement to purchase the assets, software IP, and some liabilities of Core Business Holdings which is anticipated to bewas completed in the second fiscal quarter of 2023. This acquisition brings revenue and assets into the company to develop shareholder value. .For more information about the risk of Covid-19 on our business, see Item 1.A. - “Risk Factors”.

Plan of Operation

The Company has no operations from a continuing business providing software and logistics services to a company in South Africa. The Company intends to develop this relationship while expanding in other thanareas of the expenditures relatedworld. The Company has acquired financial licenses in Switzerland under the entity Cilandro and is currently working to runningprovide Central Business Digital Currencies for various entities worldwide. The Company will continue to develop software solutions that work exclusively on the Core Blockchain to maximize its potential for revenue generation in this new technology released in May of 2022. The Company has entered into consulting and has no revenuedesign agreements from continuing operations asbusiness and is in the process of the dateevaluating additional acquisitions of this Report.software technologies.

Management intends to explore and identify business opportunities within the U.S. and Europe,, including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop, and implement a viable plan for our business may be hindered by risks and uncertainties whichthat are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”

We have not engaged in any business activities that provided revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business. The Company has entered into an acquisition agreement acquiring the technology, IP and assets of Core Business Holdings which will bring significant assets and potential revenues for the company.

Given our limited capital resources, we may consider a business combination with an entity whichthat has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets or is an established business experiencing financial or operating difficulties and is in need ofneeds additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity whichthat desires access to the U.S. capital markets.

As of the date of this Report, our management has had discussions with representatives of many other entity regarding a potential business combination. These negotiations have led the Company to enter into a Binding Letter of Intent and Deal Terms forcompleted the acquisition of certain IPtechnologies and technologies together with some liabilities forsoftware businesses including the purpose of expanding operationsCore Business Holdings Group and bringing further value to its shareholders AnyCilandro. These businesses, technology, and any other target business that isare selected may be financially unstable or in the early stages of development. In such an event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effectaffect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries, and shortages of available capital, management believes that there are a number ofseveral firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive. 

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in their early stage of development.  Such risks for us include but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

COVID-19 UpdateLimited Operating History: Need for Additional Capital

To date,We cannot guarantee we will be successful in our business operations. We have not generated any revenue since inception. Our business is subject to risks inherent in the COVID-19 pandemic has not hadestablishment of a material impact on the Company, particularly duenew business enterprise, including limited capital resources.

If we are unable to meet our current lack ofneeds for cash from either our operations or possible alternative sources, then we may be unable to develop our operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information.

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.

Going Concern

The independent registered public accounting firm auditors’ report accompanying our October 31, 20222023 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.

Related Party Transaction

Description of the Transaction: ARAX Holdings Corp acquired Core Business Holdings for $18,000,000 through a share swap agreement in December 2022. This transaction aimed at enhancing ARAX's Blockchain as a Platform (BaaP) by integrating CBH's key intellectual property assets.

Nature of Relationship: Core Business Holdings was a related party, sharing significant common control elements with ARAX, as indicated by the shared management and strategic alignment in blockchain technology initiatives.

Valuation Methodology: The fair value of CBH was determined using the cost approach, which was justified by the absence of a market base for CBH's blockchain technology-based intellectual property. This approach aligns with ASC 820, which supports the cost approach under specific conditions where market data is unavailable.

Rationale for the Acquisition Method: The acquisition was not classified as a business combination under ASC 805 since CBH did not meet the criteria of having substantive processes and outputs. Therefore, it was treated as an asset acquisition, focusing solely on the intellectual property that CBH held.

Financial Impact and Reporting: In ARAX's financial statements, the investment in CBH is presented under the equity method, reflecting the significant control and influence ARAX has over CBH following the transaction. This includes adjustments for ARAX's share of earnings or losses from CBH and company-level activities.

Impairment of Asset: Subsequent to the acquisition, an impairment of the CBH asset was recognized in line with GAAP accounting rules. This impairment was necessary due to the related party nature of the acquisition of the acquired intellectual property, reflecting adjustments in ARAX’s strategic use of these assets within its broader technological framework.

Disclosure of the Fair Value Measurements: It is crucial to disclose that the cost approach was used for the valuation of CBH, reflecting the costs necessary to replace the service capacity of CBH's assets. This measure provides transparency and consistency in financial reporting, adhering to the fair value measurement standards under ASC 820

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Arax Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Arax Holdings Corp. as of October 31, 20222023 and 2021,2022, the related statements of operations, stockholders’stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 20222023 and 2021,2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’sCompany's ability to continue as a going concern. Management’sManagement's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/S/ BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’sCompany's auditor since 2021

Lakewood, CO

February 9, 2023April 26, 2024

ARAX HOLDINGS CORP. 

ARAX HOLDINGS CORP.

BALANCE SHEET

ARAX HOLDINGS CORP.

STATEMENT OF OPERATIONS

ARAX HOLDINGS CORP

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

YEARS ENDED OCTOBER 31, 2023 AND 2022

ARAX HOLDINGS CORP

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

YEARS ENDED OCTOBER 31, 2022 AND 2021

ARAX HOLDINGS CORP

STATEMENT OF CASH FLOWS

ARAX HOLDINGS CORP.

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 20222023 AND 20212022

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 on February 23, 2012 with a business plan to sell hot dogs from mobile hot dog stands throughout the major cities in Mexico. As of the filing of the 10K for 2016, the Company stated that it was re-evaluating its business plan.

It was further indicated as possible that a new business model could be related to a new business sector other than the food sector, 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 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of Arax Holdings Corp., a Nevada corporation (the “Company”), were transferred from Custodian Ventures, LLC to Michael Pieter Loubser (the “Purchaser”). As a result, the Purchaser became an approximately 90.6% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.

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 had discussions with representatives of many other entity regarding a potential business combination. These negotiations have led the Company to enter into a Binding Letter of Intent and Deal Terms forcompleted the acquisition of certain IPtechnologies and technologies together with some liabilities forsoftware businesses including the purposeCore 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 expandingdevelopment. In such event, we expect to be subject to numerous risks inherent in the business and operations and bringing further value to shareholders

of a financially unstable or early-stage entity.

The Company has no employment contracts with any of its officers.

COVID-19

On March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease.

Covid-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. 

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, 2021,2023, the Company had a working capital deficit of $26,01225,371,682 and an accumulated deficit of $730,393940,703.

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. TheIf the Company is currently being funded byunable to raise additional cash it could have a company relatedmaterial adverse effect on its financial position, results of operations, and its ability to Michael Pieter Loubser. Thecontinue 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 requiredable to continuegenerate 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 rely on this entity until its operations become profitable.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 cash equivalents.

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 of beingto 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 and 0 shares issuable upon the conversion of preferred stock that were not included in the computation of dilutive loss per share because their inclusion is antidilutiveanti-dilutive for the years ended October 31, 20212023 and 2020,2022, respectively.

NOTE 3 –EQUITY

Common Stock

The Company has authorized 75,000,000950,000,000 shares of $0.001 par value, common stock. As of October 31, 20222023 and 20212022 there were 10,335,294126,160,534 shares of common stock issued and outstanding.

Preferred Stock

On March 31, 2021 the Company took a corporate action and authorized 10,000,000 shares of Series A Preferred Stock with a par value of $0.001. These shares which are convertible into common stock on a 10 for 1 basis, were awarded to Custodian Ventures managed by David Lazar in recognition of importance of Mr. Lazar ’s experience and expertise in devising a strategic plan to enable the Company to become a viable operating entity, and the fact that Mr. Lazar has provided the Company with its only source of liquidity via interest-free loans. These shares of Series A Preferred Stock in return for a reduction of $16,166 on Mr. Lazar’s loan of $21,941 due from the Company.

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 to value this issuance and recorded $16,166 for repayment of the loan and $83,834 as share-based compensation in the Company’s Statements of Operations.

On June 24, 2021, as a result of a private transaction, the 10,000,000 shares of Series A Preferred Stock were transferred from Custodian Ventures, LLC to Michael Pieter Loubser.

No transactions were recorded for the fiscal year ended October 31, 20222023

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 ratablyrateably 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 based on the number of shares of Common Stock held by each (assuming conversion of all such Preferred Stock into Common Stock).

(c) For purposes of this Section 2, a liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation); or (ii) a sale of all or substantially all of the assets of the Corporation, unless the Corporation’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation’s acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity in approximately the same relative percentages after such acquisition or sale as before such acquisition or sale.

(d) In any of the events specified in (c) above, if the consideration received by the corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:

(i) Securities not subject to investment letter or other similar restrictions on free marketability:

(A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing;

(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and

(C) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.

(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock.

(iii) In the event the requirements of Section 2(c) are not complied with, the Corporation shall forthwith either:

(A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or

(B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Series A Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 2(c)(iv) hereof.

(iv) The Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the corporation has given the first notice provided for herein or sooner than ten (10) days after the corporation has given notice of any material changes provided for herein; provided, however, that time periods set forth in this paragraph may be shortened upon the written consent of the holders of Series A Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Series A Preferred Stock.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments of October 31, 20222023 and 2021.2022.

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 in interest-free demand loans to the Company. As of April 30, 2021, the total amount due to Mr. Lazar amounted to $5,775. On June 24, 2021, in connection with the change of control transaction described in Note 1, Mr. Lazar forgave this amount, which has been credited to paid in capital.

NOTE 6 – ADVANCES FROM RELATED PARTY

An entity controlled by the Company’s Chairman has advanced an aggregate of $57,756 to the Company as of October 31, 2022.2023. These funds were used to pay corporate expenses of the Company, and the payments were made directly to the vendors by this entity.

NOTE 7 – CONVERTIBLE NOTES

The Company issued $ 6,413,760 in convertible notes for the last fiscal year which were later converted into 15,392,313 common shares of the Company. These shares were issued under Rule 144 under the Securities Act of 1933, as amended.

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.

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 

NOTE 10 – RELATED PARTY TRANSACTION

In December 2022, Arax Holdings Corp. completed the acquisition of Core Business Holdings for a total consideration of $18,000,000. This transaction is classified as an asset acquisition rather than a business combination in accordance with ASC Topic 805-50, due to the nature of the acquired assets being solely intellectual properties (IP) without substantive processes or outputs necessary to meet the definition of a business under ASC 805-10-55

The intellectual properties, valued at $18,000,000, represent developed software on an emerging blockchain technology platform. These assets are recognized at cost, as there were no processes or outputs to suggest a valuation above the direct costs incurred. Consequently, no goodwill or additional value was recognized in this transaction.

Related Party Transaction Disclosure
This transaction was between related parties and, as required by ASC 850, all relevant details of the transaction have been fully disclosed. The acquisition was conducted at fair value, which coincides with the direct costs associated with the development of the acquired software IP. Such transactions were scrutinized to ensure they reflect terms that are consistent with market practices and did not result from motivations that would detract from the interests of the shareholders

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, reflecting the difference between the asset's carrying value at acquisition and its fair value, adjusted for this impairment.

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.

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

The benefit for income tax is summarized as follows:

As of October 31, 2023, the Company had accumulated Federal net operating loss carryovers (“NOLs”) of $184,591. These NOLs can be carried forward indefinitely and the utilization of NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations.

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.  

NOTE 612 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to October 31, 2022,2023, to the date these consolidated financial statements were issued.

On December 13, 202205, 2023 the Company entered into an agreement to purchaseacquire 20% with an option to obtain an additional 11% of the assets,shares of Undo Studios, a technology, IP, and some liabilitiesdeveloped The Nemesis, a leading open-world metaverse platform on the Metaverse.

On January 05, 2024 the Company launched the Ping Exchange as part of the Core Business Holdings which is anticipated to be completed in the second fiscal quarter of 2023.

Ecosystem.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicableARAX Holdings Corp. ("the Company") herein addresses the qualified report issued by our independent auditors regarding the confirmation of the acquisition value of Core Business Holdings s.r.o. (CBH) a related party transaction. The auditors' report suggested an inability to confirm the fair value of intellectual property (IP) software products acquired, citing a lack of third-party confirmation. We strongly disagree with the auditors' conclusions for several reasons outlined below, which we believe misinterpret the nature and valuation of the acquisition.

1. Auditing Third-Party Companies in Foreign Jurisdictions: The auditors' insistence on confirming third-party valuations from foreign companies linked to CBH poses significant logistical and financial challenges. The foreign entities involved are independent and have no obligation to disclose confidential financial details, the use of multiple FIAT and digital assets, and the confidential information of its developers, to ARAX or any third party, including our auditors. The costs associated with such an audit, requiring international legal and accounting resources, would be prohibitive and not in the best interests of our shareholders.

2. Company's Response and Documentation: In response to the audit, ARAX provided extensive documentation detailing the acquisition and the valuation methodologies applied. The four IP software products were acquired at their exact development costs, with no additional value attributed to goodwill or intangible assets. This valuation was meticulously documented and justified in detailed financial and technical reports, including repository details submitted to the auditors.

3. Complexity of Software Development Costs: We believe the auditors' report reflects a lack of understanding of the complexities involved in software development. The costs incurred in the development of the IP software products involve highly specialized technical skills and resources, which were accurately recorded and reported. The auditors' failure to grasp these complexities has led to an unjustified qualified opinion.

4. Valuation Based on Development Costs: The valuation of the CBH acquisition was directly linked to the actual costs incurred in the development of the software products, as substantiated by detailed project documentation and expenditure records. These costs represent a transparent and tangible measure of value, contrary to the auditors' implication that an alternative valuation method might yield a different conclusion.

5. Use of Specialists in Software Valuation: Despite the provision of detailed technical descriptions and cost breakdowns for each IP product, the auditors did not employ specialists with a background in software development to review this information. We believe that the use of such specialists would have led to a different evaluation of the IP's value and the audit's outcome.

In conclusion, ARAX Holdings Corp. maintains that the acquisition of CBH was conducted transparently and valued appropriately based on direct and verifiable costs associated with the development of the IP software products. The Company has provided all necessary documentation to substantiate this valuation. The demand by the auditors to extend their review to unrelated third-party foreign entities is both unreasonable and unfeasible, given the scope of the required audit and the independence of these entities.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

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.

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. 

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of October 31, 2021,2023, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

Changes in Internal Control over Financial Reporting.

There has been no change in our internal control over financial reporting during the year ended October 31, 20212023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and positions of our executive officers and directors. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.

Michael Pieter Loubser joined the Company as Chairman of the Board of Directors on June 24, 2021.2021, and later transitioned over to Chief Executive Officer Dec 16, 2022. With over 30 years’ experience in the digital transaction and data facilitation industry, Mr. Loubser is a seasoned Blockchain implementation advisor and Industrial Consultant, who has been instrumental in the set-up of 76 factories and improving workflow processes in many organizations worldwide. Mr. Loubser is co-founder and chairman of Core Decentralized Technologies, founded in [insert details] and based in Bratislava, Slovakia. Core develops and sells blockchain-based software and technology, mesh network communication solutions, and enterprise blockchain-based software products. Mr Loubser also is COO of GTIFin s.r.o. which he co-founded in 2012 in Bratislava, Slovakia to invest mainly in the development of high-tech solutions providers and use-case projects built on blockchain-based architecture.

Ockert Cornelius Loubser joined the Company as Chief Executive Officer on June 24, 2021.2021, and later transitioned over to Chief Operations Officer Dec 16, 2022. Mr. Loubser is a seasoned serial entrepreneur and tech-savvy business developer and has over 18 years of commercial expertise as a pioneering businessman. Since 2003, he established multiple ventures, all still in operations to this day. He co-founded Core Decentralized Technologies and has been the Chief Executive Officer of since 2014. He is also Chief Executive Officer of Wall Money since 2014, Chief Executive Officer of CorePay since 2014, Chief Executive Officer of Ting since 2014, Chief Executive Officer of TokToKeyArc since 2012, Chief Executive Officer of PingExchange since 2014, Chief Executive Officer of Core Group since 2014, and CEO of Wall it since 2003. Ockert Loubser is the Co-Founder of GTIFin s.r.o. and has been with them since 2012. He is also the Chief Manager at CCnews24, and has been since 2018.

Christopher Strachan joined the Company as Chief Financial Officer on August 31, 2021. Mr. Strachan is an accomplished professional with thirty years of experience in corporate operations, marketing, securities and finance, and twenty years of experience in executive management. For the past five years, Mr. Strachan has served as chief financial officer of Diego Pellicer Worldwide, Inc. and has been a director of Diego since October 2019. Diego is a real estate and a consumer retail development company that is focused on high quality recurring revenues resulting from leasing real estate to licensed cannabis operators, and the management of operations for these and other third party cannabis operators deriving income from management and royalty fees. Mr. Strachan has also served as the President of Helisports LLC, a business development consulting company. In addition, he served as the Chief Executive Officer of Rhodes Architectural Stone from 2011 to 2012, Director of Marketing and Sales of Glasair Aviation from 2012 to 2014 and Director of Flight Operations and R&D at RotorWay Helicopters from 2009 to 2011.

Rastislav Vašička joined the Company as Chief Information Officer on June 24, 2021. Mr. Vašička has been the Chief Information Officer of Decentralized Software Solutions Platform since 2019. Rastislav has been the Chief Information Officer of Core Group since 2017, the Chief Information Officer of ping exchange since 2018, the Founder of CRYPTO ■ HUB since 2018, the Managing Editor at CCnews24 since Jan 2018, CIO of Wall it since 2016, and Co-founder of Webhosting & Blockchain services since 2010.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.

Audit Committee

We do not have any committees of the Board as we only have four directors. 

Director Independence

We do not currently have any independent directors. We evaluate independence by the standards for director independence established by Marketplace Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.

Board Leadership Structure

We have chosen to combine the Chief Executive Officer and Board Chairman.

Code of Ethics

Our Board has not adopted a Code of Ethics due to the Company’s size and lack of employees. As of the date of this Report, our sole director is also our Chief Executive Officer. 

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s Common Stock to file initial reports of ownership and changes in ownership of the Company’s Common Stock with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us none of Company’s directors, executive officers, and persons who own more than 10% of the Company’s Common Stock failed to comply with Section 16(a) filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table— Fiscal Years Ended October 31, 20222023 and 20212022

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.