As filed with the Securities and Exchange Commission on January 8, 2013
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Arax Holdings Corp.
(Name of small business issuer in its charter)

Nevada 2013 99-0376721
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)

SALVADOR DIAZ MIRON 87, COLONIA
SANTA MARIA LA RIBERA, MEXICO 06400
+52 1 55 3223 5259
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Business Filings Incorporated
8040 Excelsior Dr., Suite 200
Madison, WI 53717
Tel: 1-800-981-7183
(Address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:
David Lubin, Esq.
David Lubin & Associates, PLLC
10 Union Avenue, Suite 5
Lynbrook, NY 11563
(516) 887-8200
(917) 656-1173
Fax: (516) 887-8250

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]

If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]

If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE
======================================================================================================

Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount of Shares to Offering Price Aggregate Amount of
To be Registered be Registered(1) Per Share(2) Offering Price Registration Fee
-----------------------------------------------------------------------------------------------------
Common Stock 10,000,000 $0.01 $100,000 $13.64
======================================================================================================

(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================

PROSPECTUS

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

ARAX HOLDINGS CORP.

10,000,000 SHARES OF COMMON STOCK
$0.01 PER SHARE

This is the initial offering of common stock of Arax Holdings Corp. and no
public market currently exists for the securities being offered. We are offering
for sale a total of 10,000,000 shares of common stock at a fixed price of $ 0.01
per share. There is no minimum number of shares that must be sold by us for the
offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares. The amount raised may be minimal and there is no assurance that
we will be able to raise sufficient amount to cover our expenses and may not
even cover the costs of the offering.

The offering is being conducted on a self-underwritten, best efforts basis,
which means our President, Vladimir Leonov, will attempt to sell the shares.
This Prospectus will permit our President to sell the shares directly to the
public, with no commission or other remuneration payable to him for any shares
he may sell. The shares are being offered at a fixed price of $0.01 per share
for a period of one year from the effective date of this prospectus. The
offering shall terminate on the earlier of (i) the date when the sale of all
10,000,000 shares is completed, (ii) when the Board of Directors decides that it
is in the best interest of the Company to terminate the offering prior the
completion of the sale of all 10,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) one year after
the effective date of this prospectus. The offering will not be extended beyond
one year.

We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act"). Investing in our ordinary shares involves a high
degree of risk. Before buying any shares, you should carefully read the
discussion of material risks of investing in our ordinary shares in "Risk
Factors" beginning on page 5 of this prospectus.

Arax Holdings Corp. is a development stage company and currently has no
operations. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase shares if you can afford a loss of your
investment. Our independent registered public accountant has issued an audit
opinion for Arax Holdings Corp. which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.

There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. We do not yet have a market maker who
has agreed to file such application. There can be no assurance that our common
stock will ever be quoted on a stock exchange or a quotation service or that any
market for our stock will develop.

Any funds received as a part of this offering will be immediately deposited into
the company's bank account and be available for our use. We have not made any
arrangements to place funds in an escrow, trust or similar account for general
business purposes as well as to continue our business and operations. If we fail
to raise enough capital to commence operations investors may lose their entire
investment and will not be entitled to a refund.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE
IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED _______, 2013

TABLE OF CONTENTS

PROSPECTUS SUMMARY 3
RISK FACTORS 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 11
USE OF PROCEEDS 11
DETERMINATION OF OFFERING PRICE 12
DILUTION 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 13
DESCRIPTION OF BUSINESS 19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 21
EXECUTIVE COMPENSATION 23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 24
PLAN OF DISTRIBUTION 25
DESCRIPTION OF SECURITIES 27
DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 30
LEGAL MATTERS 30
INTERESTS OF NAMED EXPERTS AND COUNSEL 30
EXPERTS 30
AVAILABLE INFORMATION 31
FINANCIAL STATEMENTS 31
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 31
INDEX TO THE FINANCIAL STATEMENTS F-1

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.

PROSPECTUS SUMMARY

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "ARAX HOLDINGS CORP." REFERS TO ARAX HOLDINGS CORP. THE FOLLOWING
SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE
IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN
INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

ARAX HOLDINGS CORP.

We are a development stage company and we are in the business of selling hot
dogs from mobile stands in Mexico. We plan to spread our operation throughout
Mexico's major cities. As our business expands we plan to serve our customers
some other food from our mobile stands, like Italian sausage, Kielbasas,
Barbecue and soft drinks. Taking advantage of mobility of our hot dog stands,
carts, food vending trailers and concession trailers we are going to move in
between and place them at the most popular tourist places like beaches and sport
sites events for each specific time.

Being a development stage company, we have no revenues and have limited
operating history. Arax Holdings Corp. was incorporated in Nevada on Feb 23,
2012. To date we have prepared a business plan and purchased one hot dog
machine. Our principal executive office is located at Salvador Diaz Miron #87
Locales B y C. Colonia Santa Maria la Ribera, Mexico DF, C.P. 06400. Our phone
number is +52 1 55 3223 5259. We do not have a website.

We require a minimum funding of $25,000 to conduct our 12 months plan of
operation, and if we are unable to obtain this level of financing, our business
may fail.

We are a company without revenues and have just recently started our operations;
we have minimal assets and have incurred losses since inception. Our financial
statements for the period from February 23, 2012 (date of inception) to October
31, 2012, report no revenues and a net loss of $67. As of October 31, 2012 we
had $8,000 in cash on hand. As of the date of this prospectus we had $2,271 in
cash on hand. Our independent registered public accountant has issued an audit
opinion for Arax Holdings Corp. which includes a statement expressing
substantial doubt as to our ability to continue as a going concern. If we are
unable to obtain additional working capital our business may fail. To date, the
only operations we have engaged in are the development of a business plan and
the purchase of a hot dog stand. We intend to use the net proceeds from this
offering to develop our business operations (See "Description of Business" and
"Use of Proceeds"). Being a development stage company, we have very limited
operating history.

Proceeds from this offering are required for us to proceed with our business
plan over the next twelve months. We require minimum funding of $25,000 to
conduct our proposed operations and pay all expenses for a minimum period of one
year including expenses associated with maintaining a reporting status with the
SEC. If we are unable to obtain minimum funding of $25,000, our business may
fail. Even if we raise $100,000 from this offering or more, we may need more
funds to develop growth strategy and to continue maintaining a reporting status.

As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.

THE OFFERING

The Issuer: ARAX HOLDINGS CORP.

Securities Being Offered: 10,000,000 shares of common stock

Price Per Share: $0.01

Duration of the Offering: The offering shall terminate on the earlier of:
(i) the date when the sale of all 10,000,000
common shares is completed;
(ii) one year from the date of this prospectus;
or
(iii) prior to one year at the sole
determination of the board of directors.

Gross Proceeds if 100% of
the shares are sold: $100,000

Gross Proceeds if Two-Thirds
of the shares are sold: $66,666

Gross Proceeds if One-Third
of the shares are sold: $33,333

Securities Issued and
Outstanding: There are 8,000,000 shares of common stock
issued and outstanding as of the date of this
prospectus, held solely by our sole officer and
director, Vladimir Leonov.

Registration Costs: We estimate our total offering registration
costs to be approximately $10,000.

Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest
in shares of our common stock.

SUMMARY FINANCIAL INFORMATION

The summarized financial data presented below is derived from, and should be
read in conjunction with, our audited financial statements and related notes
from February 23, 2012 (date of inception) to October 31, 2012, included on Page
F-1 in this prospectus.

FINANCIAL SUMMARY

October 31, 2012($)
-------------------

Cash and Deposits 8,033
Total Assets 8,033
Total Liabilities 671
Total Stockholder's Equity 7,933

STATEMENT OF OPERATIONS

Accumulated From
February 23, 2012 to
October 31, 2012($)
-------------------
Total Expenses 67
Net Loss for the Period (67)
Net Loss per Share 0

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.

RISKS ASSOCIATED TO OUR BUSINESS

WE ARE A DEVELOPMENT STAGE COMPANY BUT HAVE NOT YET COMMENCED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

We were incorporated on Feb 23, 2012 and to date have been involved primarily in
organizational activities and the purchase of a hot dog machine. We have not yet
commenced business operations. Accordingly, we have no way to evaluate the
likelihood that our business will be successful. We have not earned any revenues
as of the date of this prospectus. Potential investors should be aware of the
difficulties normally encountered by new companies and the high rate of failure
of such enterprises. The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays encountered in
connection with the operations that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to the
ability to generate sufficient cash flow to operate our business, and additional
costs and expenses that may exceed current estimates. We expect to incur
significant losses into the foreseeable future. We recognize that if the
effectiveness of our business plan is not forthcoming, we will not be able to
continue business operations. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any operating revenues or ever achieve profitable
operations. If we are unsuccessful in addressing these risks, our business will
most likely fail.

AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:

- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.

We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.

Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.

WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START
OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES. WE
MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.

We need the proceeds from this offering to start our operations. Our offering
has no minimum. Specifically, there is no minimum number of shares that needs to
be sold in this offering for us to access the funds. Given that the offering is
a best effort, self-underwritten offering, we cannot assure you that all or any
shares will be sold. We have no firm commitment from anyone to purchase all or
any of the shares offered. We may need additional funds to complete further
development of our business plan to achieve a sustainable sales level where
ongoing operations can be funded out of revenues. We anticipate that we must
raise the minimum capital of $25,000 to commence operations for the 12-month
period and expenses for maintaining a reporting status with the SEC. As of the
date of this prospectus, we have taken any steps to seek additional financing.
There is no assurance that any additional financing will be available or if
available, on terms that will be acceptable to us.

WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING FROM THIS OFFERING. AS A RESULT,
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have accrued net losses of $67 for the period from our inception on February
23, 2012 to October 31, 2012, and have no revenues to date. Our future is
dependent upon our ability to obtain financing from this offering. Further, the
finances required to fully develop our plan cannot be predicted with any
certainty and may exceed any estimates we set forth. These factors raise
substantial doubt that we will be able to continue as a going concern. Ronald R.
Chadwick, P.C., our independent registered public accountant, has expressed
substantial doubt about our ability to continue as a going concern. This opinion

could materially limit our ability to raise funds. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. As a result we may have to liquidate our business and you may lose your
investment. You should consider our independent registered public accountant's
comments when determining if an investment in Arax Holding Corp. is suitable.

IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY
WILL RESULT IN A CESSATION OF OPERATIONS.

We currently have no customers to purchase our product. We have not identified
any customers and we cannot guarantee we ever will have any customers. Even if
we obtain customers, there is no guarantee that we will generate a profit. If we
cannot generate a profit, we will have to suspend or cease operations. You are
likely to lose your entire investment if we cannot sell any of our services at
prices which generate a profit.

WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE
WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS,
CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.

We operate in a highly competitive environment. Our competition includes small
and midsized companies, and many of them may sell the same products at
competitive prices. Highly competitive environment could materially adversely
affect our business, financial condition, results of operations, cash flows and
prospects.

BECAUSE OUR SOLE OFFICER AND DIRECTOR OWNS 100% OF THE COMPANY'S SHARES AND WILL
OWN 44% OF THE COMPANY'S OUTSTANDING COMMON STOCK IF WE ARE SUCCESSFUL AT
COMPLETING THIS OFFERING, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY
BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.

As of the date of this prospectus, Mr. Leonov, our sole officer and director,
owns 100% of the company's shares and will own 44% of our common stock if all of
the shares registered as part of this offering are sold. Accordingly, he will
have significant influence in determining the outcome of all corporate
transactions or other matters, including the election of directors, issuance of
additional shares, mergers, consolidations and the sale of all or substantially
all of our assets, and also the power to prevent or cause a change in control.
The interests of Mr. Leonov may differ from the interests of the other
shareholders and may result in corporate decisions that are disadvantageous to
other shareholders. For example, the future issuance of additional shares may
result in substantial dilution in the percentage of our common stock held by
existing shareholders.

BECAUSE OUR PRINCIPAL ASSETS WILL BE LOCATED OUTSIDE OF THE UNITED STATES AND
VLADIMIR LEONOV, OUR SOLE OFFICER AND DIRECTOR, RESIDES OUTSIDE OF THEUNITED
STATES, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE ANY RIGHT BASED ON U.S.
FEDERAL SECURITIES LAWS AGAINST US AND/OR MR. LEONOV, OR TO ENFORCE A JUDGEMENT
RENDERED BY A UNITED STATES COURT AGAINST US OR MR. LEONOV.

Our principal operations and assets are located outside of the United States,
and Vladimir Leonov, our sole officer and director, is a non-resident of the
United States. Therefore, it may be difficult to effect service of process on
Mr. Leonov in the United States, and it may be difficult to enforce any judgment
rendered against Mr. Leonov. As a result, it may be difficult or impossible for
an investor to bring an action against Mr. Leonov, in the event that an investor
believes that such investor's rights have been infringed under the U.S.
securities laws, or otherwise. Even if an investor is successful in bringing an
action of this kind, the laws of Mexico may render that investor unable to
enforce a judgment against the assets of Mr. Leonov. As a result, our
shareholders may have more difficulty in protecting their interests through

actions against our management, director or major shareholder, compared to
shareholders of a corporation doing business and whose officers and directors
reside within the United States.

Additionally, because of our assets are located outside of the United States,
they will be outside of the jurisdiction of United States courts to administer,
if we become subject of an insolvency or bankruptcy proceeding. As a result, if
we declare bankruptcy or insolvency, our shareholders may not receive the
distributions on liquidation that they would otherwise be entitled to if our
assets were to be located within the United States under United States
bankruptcy laws.

WE ARBITRARILY DETERMINED THE PRICE OF THE SHARES OF OUR COMMON STOCK TO BE SOLD
PURSUANT TO THIS PROSPECTUS, AND SUCH PRICE DOES NOT REFLECT THE ACTUAL MARKET
PRICE FOR THE SECURITIES. CONSEQUENTLY, THERE IS AN INCREASED RISK THAT YOU MAY
NOT BE ABLE TO RE-SELL OUR COMMON STOCK AT THE PRICE YOU BOUGHT IT FOR.

The initial offering price of $0.01 per share of the common stock offered
pursuant to this prospectus was determined by us arbitrarily. The price is not
based on our financial condition or prospects, on the market prices of
securities of comparable publicly traded companies, on financial and operating
information of companies engaged in similar activities to ours, or on general
conditions of the securities market. The price may not be indicative of the
market price, if any, for our common stock in the trading market after this
offering. If the market price for our stock drops below the price which you
paid, you may not be able to re-sell out common stock at the price you bought it
for.

Our common stock may never be quoted on the OTC Bulletin Board. To be quoted on
the OTCBB a market maker must file an application on our behalf to make a market
for our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, and there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation. Our stock may become quoted, rather than traded, on the OTCBB.
When/if our shares of common stock commence trading on the OTC Bulletin Board,
the trading price will fluctuate significantly and shareholders may have
difficulty reselling their shares.

As of the date of this Registration Statement, our common stock does not yet
trade on the Over-the-Counter Bulletin Board. Our common stock may never be
quoted on the OTC Bulletin Board. When/if our shares of common stock commence
trading on the Bulletin Board, there is a volatility associated with Bulletin
Board securities in general and the value of your investment could decline due
to the impact of any of the following factors upon the market price of our
common stock: (i) disappointing results from our development efforts; (ii)
failure to meet our revenue or profit goals or operating budget; (iii) decline
in demand for our common stock; (iv) downward revisions in securities analysts'
estimates or changes in general market conditions; (v) technological innovations
by competitors or in competing technologies; (vi) lack of funding generated for
operations; (vii) investor perception of our industry or our prospects; and
(viii) general economic trends.

In addition, stock markets have experienced price and volume fluctuations and
the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.

BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE
FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR
OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION.

Your funds will not be placed in an escrow or trust account. Accordingly, if we
file for bankruptcy protection or a petition for involuntary bankruptcy is filed
by creditors against us, your funds will become part of the bankruptcy estate
and administered according to the bankruptcy laws. If a creditor sues us and
obtains a judgment against us, the creditor could garnish the bank account and
take possession of the subscriptions. As such, it is possible that a creditor
could attach your subscription which could preclude or delay the return of money
to you.

BECAUSE OUR CURRENT PRESIDENT AND EXECUTIVE OFFICER DEVOTE LIMITED AMOUNT OF
TIME TO THE COMPANY, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT
AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Vladimir Leonov, our President, currently devotes approximately twenty hours per
week providing management services to us. While he presently possesses adequate
time to attend to our interest, it is possible that the demands on his from
other obligations could increase, with the result that she would no longer be
able to devote sufficient time to the management of our business. The loss of
Mr. Leonov to our company could negatively impact our business development.

OUR EXECUTIVE OFFICER AND DIRECTOR DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING
A BEST-EFFORT OFFERING, OR MANAGING A PUBLIC COMPANY

Our sole executive officer and director does not have any experience conducting
a best-effort offering or managing a public company. Consequently, we may not be
able to raise any funds or run our public company successfully. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Also, our executive's officers' and director's lack of
experience of managing a public company could cause you to lose some or all of
your investment.

THERE IS NO MINIMUM NUMBER OF SHARES THAT HAS TO BE SOLD IN ORDER FOR THE
OFFERING TO PROCEED

We do not have a minimum amount of funding set in order to proceed with the
offering. If not enough money is raised to begin operations, you might lose your
entire investment because we may not have enough funds to implement our business
plan.

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $6,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. He will offer the shares
to friends, family members, and business associates, however, there is no
guarantee that he will be able to sell any of the shares. Unless he is
successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plan. We do not have any plans where to seek this alternative financing at
present time.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the payment of the estimated $10,000 cost of this
registration statement to be paid from existing cash on hand and director loans.
If necessary, Vladimir Leonov, our Chairman, has verbally agreed to loan the
company funds to complete the registration process. We plan to contact a market
maker immediately following the close of the offering and apply to have the
shares quoted on the OTC Electronic Bulletin Board. To be eligible for
quotation, issuers must remain current in their filings with the SEC. In order
for us to remain in compliance we will require future revenues to cover the cost
of these filings, which could comprise a substantial portion of our available
cash resources. If we are unable to generate sufficient revenues to remain in
compliance it may be difficult for you to resell any shares you may purchase, if
at all.

WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE
REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.

If we become registered with the SEC, we will be required, pursuant to Section
404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our
assessment of the effectiveness of our internal control over financial reporting
We expect to incur significant continuing costs, including accounting fees and
staffing costs, in order to maintain compliance with the internal control
requirements of the Sarbanes-Oxley Act of 2002. Development of our business will
necessitate ongoing changes to our internal control systems, processes and
information systems. Currently, we have no employees. We do not intend to
develop or manufacture any products, and consequently have no products in
development, manufacturing facilities or intellectual property rights. As we
develop our business, obtain regulatory approval, hire employees and consultants
and seek to protect our intellectual property rights, our, our current design
for internal control over financial reporting will not be sufficient to enable
management to determine that our internal controls are effective for any period,
or on an ongoing basis. Accordingly, as we develop our business, such
development and growth will necessitate changes to our internal control systems,
processes and information systems, all of which will require additional costs
and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a
timely manner, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to fail to meet our
reporting obligations.

However, as an "emerging growth company," as defined in the JOBS Act, our
independent registered public accounting firm will not be required to formally
attest to the effectiveness of our internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the
year following our first annual report required to be filed with the SEC, or the
date we are no longer an emerging growth company. At such time, our independent
registered public accounting firm may issue a report that is adverse in the
event it is not satisfied with the level at which our controls are documented,
designed or operating.

WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK WHICH WILL DILUTE
SHARE VALUE OF INVESTORS IN THIS OFFERING.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 8,000,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by investors in the offering, and might have an adverse effect on any trading
market for our common stock.

FORWARD LOOKING STATEMENTS

The information contained in this prospectus, including in the documents
incorporated by reference into this prospectus, includes some statements that
are not purely historical or do not relate to present facts or conditions which
may be considered as forward-looking statements." Such forward-looking
statements include, but are not limited to, statements regarding our Company and
management's expectations, hopes, beliefs, intentions or strategies regarding
the future, including our financial condition, results of operations, and the
expected impact of the offering on the parties' individual and combined
financial performance. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words
"anticipates," "believes," "continue," "could," "estimates," "expects,"
"intends," "may," "might," "plans," "possible," "potential," "predicts,"
"projects," "seeks," "should," "will," "would" and similar expressions, or the
negatives of such terms, may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this prospectus are based on current
expectations and beliefs concerning future developments and the potential
effects on the parties and the transaction. There can be no assurance that
future developments actually affecting us will be those anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the parties' control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the uses of proceeds assuming the
sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale
by the Company. There is no assurance that we will raise the full $100,000 as
anticipated.

$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------

Legal and professional fees $10,000 $10,000 $10,000 $10,000
Obtaining Permits $ 1,000 $ 2,000 $ 4,000 $ 6,000
Developing website/hosting $ 550 $ 3,000 $ 3,000 $ 3,000
Hot Dog machines
(5-10-20-30 machines) $10,900 $21,800 $43,600 $65,400
Advertising $ 1,550 $10,200 $11,400 $12,600
Office $ 1,000 $ 3,000 $ 3,000 $ 3,000

The above figures represent only estimated cost. If necessary, Vladimir Leonov,
our president, has verbally agreed to loan the company funds to complete the
registration process and to implement our business plan.

The amounts actually spent by us for any specific purpose may vary and will
depend on a number of factors. Non-fixed cost, sales and marketing and general
and administrative costs may vary depending on the business progress and

development efforts, general business conditions and market reception to our
services. Accordingly, our management has broad discretion to allocate the net
proceeds to non-fixed costs.

An example of changes to this spending allocation for non-fixed costs include
management deciding to spend less of the allotment on product development and
more on sales and marketing. Such changes to spending may occur due to seasonal
variations in market demand for our products and services relative to when the
funds are received.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. It is
not based upon an independent assessment of the value of our shares and should
not be considered as such. The price does not bear any relationship to our
assets, book value, earnings, or other established criteria for valuing a
privately held company. In determining the number of shares to be offered and
the offering price, we took into consideration our cash on hand and the amount
of money we would need to implement our business plan. Accordingly, the offering
price should not be considered an indication of the actual value of the
securities.

DILUTION

The price of the current offering is fixed at $0.01 per common share. This price
is significantly higher than the price paid by our sole director and officer for
common equity since the Company's inception on Feb 23, 2012. Vladimir Leonov,
our sole officer and director, paid $0.001 per share for the 8,000,000 common
shares

Assuming completion of the offering, there will be up to 18,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.

Funding Level $100,000 $75,000 $50,000 $25,000
------------- -------- ------- ------- -------

Offering price $0.01 $0.01 $0.01 $0.01
Net tangible book
value per common
share before offering $0.001 $0.001 $0.001 $ .001
Increase per common
share attributable
to investors $0.0050 $0.0044 $0.0035 $0.0021
Pro forma net tangible
book value per common
share after offering $0.0060 $0.0054 $0.0045 $0.0031
Dilution to investors $0.0040 $0.0046 $0.0055 $0.0069
Dilution as a percentage
of offering price 40% 46% 55% 69%

Based on 8,000,000 common shares outstanding as of October 31, 2012 and total
stockholder's equity of $7,933 utilizing audited October 31, 2012 financial
statements.

Since inception, the officers, directors, promoters and affiliated persons have
paid an aggregate average price of $.001 per common share in comparison to the
offering price of $.01 per common share.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.

We are a development stage corporation and only recently started our operations.
We have not generated or realized any revenues from our business operations. Our
financial statements for the period from February 23, 2012 (date of inception)
to October 31, 2012, report a net loss of $67. As of the date of this prospectus
we had $2,271 in cash on hand. Our current cash balance will not be sufficient
to fund our operations for the next 12 months and to qualify our minimum cash
requirements necessary to fund 12 months of operations, if we are unable to
successfully raise money in this offering. We have been utilizing and may
utilize funds from Vladimir Leonov, our sole officer and director, who has
informally agreed to advance funds to allow us to pay for offering costs, filing
fees, professional fees, including fees payable in connection with the filing of
this registration statement and operation expenses. There is no a maximum amount
of funds that Mr. Leonov has agreed to advance. Mr. Leonov has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. In order to achieve our business plan goals, we will need the funding
from this offering.

Our auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues. If we are unable to obtain
additional working capital our business may fail. Accordingly, we must raise
cash from sources other than operations. Our only other source for cash at this
time is investments by shareholder in our company. We must raise cash to
implement our projected plan of operations.

No proceeds will be used as direct or indirect payments to Mr. Leonov or his
affiliates.

* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.

standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.

You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.

12 MONTH PLAN OF OPERATION

Our sales and marketing strategy is to move as quickly as possible into the
Mexican market with newly developed hot dog stands and place them in as many
locations as possible. The locations that we think will be most suitable for our
product are: shopping malls, schools, colleges, universities, streets, flea
markets, expo shows, ferries, sport games and more. Our plan is to set up small
mobile hot dog stands: which will allow easy access to locations. All the
necessary food products will be purchased locally in Mexico: (sausage, ketchup,
bread and vegetables). Stands will be made locally, only hot dog machines will
be brought from USA.

Our sources of cash will be mainly the proceeds from this offering, and loans
from our directors. We expect to start generating revenue by selling our
services by 8th month of our Plan of Operations, after we place our first unit.

We will not be conducting any product research or development. We plan to
implement our business plan as soon as funds from this offering become
available. Our long term goal is to set up about 5 -15 locations in every major
city of Mexico--we plan to expand from city to city. We plan to purchase and set
up ten hot dog machines. Our 12 month plan of operations is as follows:

SET UP OFFICE

Time frame - 1st month. Estimated Cost: $1,000

Establish our working place and office. Computer (laptop) $500, office table and
chairs $500.

Total: $1,000

OBTAIN MUNICIPAL VENDOR PERMITS

Time frame - 2nd - 3rd month. Estimated Cost: $200 per each location. Five
locations $1,000

Total cost: $1,000

DEVELOPING AND DESIGN OF THE WEBSITE/HOSTING

Time frame - 4rd - 6th month

Estimated Cost:

a) Website - cost of web site developing $500. Twelve month hosting with
registration of our domain costs $50

Total cost: $550

PURCHASING OF FIVE HOT DOG MACHINES AND STANDS

Time frame - 6th month

Cost: Cradle Broil-O-Dog Hot Dog Broiler, 18 Dogs: $980, stand: $1,200. Cost of
five sets $10,900

Model: HD-12

Total Cost: $10900

HIRING PERSONAL

Time frame - 7th month

Hiring ten personnel to operate hot dog machines. Compensation will be solely
commission payment. (25% from gross sales).

FINDING LOCATIONS AND PLACING HOT DOG STANDS

Time frame - 8th - 10th month no expenses.

PROMOTING OUR HOT DOG STANDS

Time frame- 10th -12th month

We will engage in the following promotional activities:

Stand Media Frequency Year 1 Budget
----- ----- --------- -------------

Print Direct-mail coupons 1,000 per month $650
Print Door Hangers/menus 2,000 per month $700
Print Mailbox Mailer coupons 15,000 per month $200
Word of Mouth Word of Mouth Constant Free

Total cost: $1,550

TOTAL COST OF ALL OPERATIONS: $15,000

To implement our plan of operations ($15,000) and pay ongoing legal fee
associated with this offering ($10,000) we require a minimum of $25,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on purchasing additional hot dog machines and stands.

We plan on placing first Hot Dog stand by the 8th month of operations. Our plan
to continue placing additional hot dog stands throughout Mexico.

We plan to implement our business plan as soon as funds from this offering
become available. The following table sets forth our 12-month budgeted costs
assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities
offered for sale by the Company. There is no assurance that we will raise the
full $100,000 as anticipated.

$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------

In summary, we expect to be in full operation and selling our service within 12
months of completing our offering. However, there is no guarantee that we will
be in full operation and generate any revenues and there is no guarantee that we
will be able to raise funds through this offering. Until customers start to
purchase our hot dogs, we do not believe that our operations will be profitable.
If we are unable to attract customers and cannot generate sufficient revenues to
continue operations, we will suspend or cease operations. If we cease operations
we likely will dissolve and file for bankruptcy and shareholders would lose
their entire investment in our company

COMPLETE OUR PUBLIC OFFERING

We expect to complete our public offering within one year after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate our efforts on raising capital during this
period. Our operations will be limited due to the limited amount of funds on
hand.

OFF-BALANCE SHEET ARRANGEMENTS

We have no 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.

LIMITED OPERATING HISTORY

There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.

RESULTS OF OPERATIONS

FROM INCEPTION ON FEBRUARY 23, 2012 TO OCTOBER 31, 2012

During the period we incorporated the company, prepared a business plan and
purchased one Hot Dog machine.

We have accrued net losses of $67 for the period from our inception on February
23, 2012 to October 31, 2012, and have no revenues to date. Our future is
dependent upon our ability to obtain financing from this offering. We have
generated no revenue since inception due to the fact that we are a development
stage company and have not yet made any installation or re-selling of stretch
ceiling our products.

Since inception, we have sold 8,000,000 shares of common stock to our sole
officer and director for net proceeds of $8,000.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2012, we had cash in the amount of $8,033 and liabilities of
$671. We currently do not have any operations and we have no income.

Since inception, we have sold 8,000,000 shares of common stock in one offer and
sale, which was to our sole officer and director, at a price of $0.001 per
share, for aggregate proceeds of $8,000.

To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful, any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. We will attempt to raise the
necessary funds to proceed with all phases of our plan of operation. The sources
of funding we may consider to fund this work include a public offering, a
private placement of our securities or loans from our director or others.

We are highly dependent upon the success of the private offerings of equity or
debt securities, as described herein. Therefore, the failure thereof would
result in the need to seek capital from other resources such as taking loans,
which would likely not even be possible for the Company. However, if such
financing were available, because we are a development stage company with no
operations to date, we would likely have to pay additional costs associated with
high risk loans and be subject to an above market interest rate. At such time
these funds are required, management would evaluate the terms of such debt
financing. If the Company cannot raise additional proceeds via a private
placement of its equity or debt securities, or secure a loan, the Company would
be required to cease business operations. As a result, investors would lose all
of their investment.

Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The company
anticipates over the next 12 months the cost of being a reporting public company
will be approximately $10,000.

As of the date of this registration statement, the current funds available to
the Company will not be sufficient to continue maintaining a reporting status.
The company's sole officer and director, Vladimir Leonov, has verbally agreed to
loan the company funds to complete the registration process and to maintain a
reporting status with the SEC in the form of a non-secured loan for the next
twelve months as the expenses are incurred if no other proceeds are obtained by
the Company; however, there is no contract in place or written agreement
securing this agreement. Management believes if the company cannot maintain its

reporting status with the SEC it will have to cease all efforts directed towards
the company. As such, any investment previously made would be lost in its
entirety.

Should the Company fail to sell less than all its shares under this offering the
Company would be forced to scale back or abort completely the implementation of
its 12-month plan of operation.

SIGNIFICANT ACCOUNTING POLICIES

Our financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment. The financial
statements have, in our opinion, been properly prepared within reasonable limits
of materiality and within the framework of the significant accounting policies
summarized below:

BASIS OF PRESENTATION

The Company reports revenues and expenses use the accrual method of accounting
for financial and tax reporting purposes. The accounting and reporting policies
of the Company conform to U.S. generally accepted accounting principles (US
GAAP) applicable to development stage companies

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.

INCOME TAXES

The Company accounts for income taxes under ASC 740 "INCOME TAXES" which
codified SFAS 109, "ACCOUNTING FOR INCOME TAXES" and FIN 48 "ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109."Under
the asset and liability method of ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statements 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 ASC 740, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period the enactment occurs.
A valuation allowance is provided for certain deferred tax assets if it is more
likely than not that the Company will not realize tax assets through future
operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.

DESCRIPTION OF BUSINESS

GENERAL

COMPANY

We were incorporated in the State of Nevada on Feb. 23, 2012.We are planning to
start operations in the business of selling hot dogs from mobile stands in
Mexico. We plan to spread our operation throughout Mexico's major cities. We are
planning to have 10-15 hot dog stands per city, to become noticeable and
familiar to our customers. The business steps are as follows:

a) Purchase hot dog machines from Mexico
b) Build/purchase Hot Dog stands in Mexico
c) Buy necessary food products locally
d) Place stands

We are planning to hire one sales person for each stand who will be compensated
solely by commission payments from gross sales (25%). Once we expand, we plan to
hire one manager per city to help set up, control and manage operations. We also
plan to expand our menu from simple hot dog to:

* Regular and foot-long hot dogs
* Italian sausage
* Kielbasas
* Barbecue
* Side dishes (coleslaw, French fries, onion rings, potato chips)
* Canned and bottled soft drinks

INDUSTRY STATISTICS

Source: www.hot-dog.org

Information Resources Inc. 2004, 2006, 2007, 2008, 2009, 2010 , 2011

According to data ending November 28, 2010, more than 720 million packages of
hot dogs were sold at retail stores, not including Walt-Mart, which does not
report sales data. That number represents more than $1.68 billion in retail
sales.

MARKETING/ LOCATIONS

The sales and marketing strategy is to focus placing hot dog stands in the
following locations:

1) Parking lot of large retail store, factory, plaza, or mall.
2) Industrial park or commercial complex.
3) Park, beach, pier, zoo, golf course.

4) Downtown street corner or parking lot.
5) University, college, high school.
6) Court house, military base, government complex.
7) Office building, hospital, call center.
8) Transportation hub such as bus, train, subway, airport, marina, truck
stop, service station, car wash.

PROMOTIONAL STRATEGY

The company will promote in the following ways:

Stand Media Frequency Year 1 Budget
----- ----- --------- -------------

Print Direct-mail coupons 1,000 per month $650
Print Door Hangers/menus 2,000 per month $700
Print Mailbox Mailer coupons 15,000 per month $200
Print Mailbox Mailer coupons 15,000 per month $600

PRODUCT DESCRIPTION

We plan on purchasing the following type of hot dog machine:

CRADLE BROIL-O-DOG HOT DOG BROILER, 18 DOGS
MODEL: HD-12

Star Manufacturing cradle Broil-O-Dog hot dog broiler. 18 hot dog / 12 bun
capacity, Broil-O-Dogs stainless steel cradle-type hot dog wheel provides
basting action that rolls the dogs resulting in more evenly cooked products with
uniform color. Built-in pull out heated bun warmer with removable, washable,
stainless steel pan keeps buns warm and ready to serve without becoming soggy.
Illuminated cabinets and colorful merchandising graphics for better visibility.
Unit features a lighted on/off switch, adjustable infinite control and a
momentary wheel switch.

Our supplier is TOLLEDO REFRIGERACION NASIONAL S.A. based in Mexico. Our
supplier agreed to supply us with before mentioned hot dog machine for $980. We
are required to pay for our own shipping. Our supplier will provide us with one
year warranty on parts and labor. The above terms are verbal, we do not have a
written agreement.

PRICING

Our pricing will be determined by averaging surrounding restaurants that provide
our type of service and charging that average.

Suggested Sale Price: Hot Dog price - 40 Peso ($3)
Cost - 13 Peso ($1)
Profit - 27 Peso ($2)

INDUSTRY & MARKET

Target Market / Description of Customer Base:

Our typical customers are families, working professionals that are looking for a
simple treat for lunch and children.

COMPETITION

The completion in our industry is extremely high including pizza, taco and other
food services. The following companies are an example of some of our competitors
in Mexico: Pizza Hut, Taco Time, Big City Burrito and more (www.justmexicanfood
franchises.com). Most of our competitors have greater financial resources and
may be able to withstand sales or price decreases better than we can. We also
expect to continue to face competition from new market entrants. We may be
unable to continue to compete effectively with these existing or new
competitors, which could have a material adverse effect on our financial
condition and results of operations.

INSURANCE

We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party to a
lawsuit, we may not have sufficient funds to defend the litigation. If that
occurs a judgment could be rendered against us that could cause us to cease
operations.

OFFICE

Our business office is located at Salvador Diaz Miron #87 Locales B y C. Colonia
Santa Maria la Ribera, Mexico DF, C.P. 06400. This is the office provided by our
director Vladimir Leonov. We do not pay rent for this space. We believe that
this space is adequate for our current operations.

GOVERNMENT REGULATIONS

We will be required to obtain Municipal Vendor permits from Mexican Municipal
government which cost approximately $200 per location. Aside from this fact, we
do not believe that government regulations will have a material impact on the
way we conduct business.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The following table sets forth as of January 3, 2013, the names, positions and
ages of our current executive officers and directors.

Name and Address of Executive
Officers and/or Director Age Position
------------------------- --- --------

Vladimir Leonov, Salvador Diaz Miron #87 35 President, Executive Officer,
Locales B y C. Colonia Santa Maria la Treasurer, Secretary
Ribera, Mexico DF, C.P. 06400

The following is a brief description of the business experience of our executive
officers, director and significant employees:

Mr. Leonov has been involved in restaurant business since 2001. "Santa Maria La
Ribera" - Salvador Diaz Miron #87, Esquina. Dr. ATL, Frenta al parquet Alameda
and "Lertan Valle" - Avenida Universidad #538, casi esquina con Eje 6 Sur - he
start working in both restaurants in 2001 and still working there. Over this
period of time he has held positions as cashier, assistant manager, and, for the
past three years (2009-present), restaurant manager. Mr. Leonov qualifications
to serve on our Board of Directors are primarily based on his experience in the
restaurant business and knowledge of the food industry.

Vladimir Leonov has acted as our President, Secretary, Treasurer and sole
Director since our incorporation on Feb 23, 2012. Our president will be devoting
approximately 50% of his business time to our operations. Once we expand
operations, and are able to attract more customers to purchase our product,
Vladimir Leonov has agreed to commit more time as required. Because Vladimir
Leonov will only be devoting limited time to our operations, our operations may
be sporadic and occur at times which are convenient to him. As a result,
operations may be periodically interrupted or suspended which could result in a
lack of revenues and a cessation of operations.

During the past ten years, Mr. Leonov has not been the subject to any of the
following events:

1. Any bankruptcy petition filed by or against any business of which Mr.
Leonov was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Leonov's involvement in
any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right to engage in
any activity described in paragraph (f)(3)(i) of this section, or to be
associated with persons engaged in any such activity;

6. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty
or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act
(7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee financial expert. We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we just recently
started our operations, at the present time, we believe the services of a
financial expert are not warranted.

CONFLICTS OF INTEREST

The only conflict that we foresee are that our sole officer and director will
devote time to projects that do not involve us.

TERM OF OFFICE

Each of our directors is appointed to hold office until the next annual meeting
of our stockholders or until his respective successor is elected and qualified,
or until he resigns or is removed in accordance with the provisions of the
Nevada Revised Statues. Our officers are appointed by our Board of Directors and
hold office until removed by the Board or until their resignation.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Vladimir Leonov, who
does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exists which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has no committees. We do not have a standing nominating,
compensation or audit committee.

SIGNIFICANT EMPLOYEES

We are a development stage company and currently have no employees.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on February 23, 2012 until October 31, 2012:

SUMMARY COMPENSATION TABLE

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------

Vladimir February -0- -0- -0- -0- -0- -0- -0- -0-
Leonov, 23, 2012
President, October
Treasurer 31, 2012
and Secretary

There are no current employment agreements between the company and its officer.

Mr. Leonov currently devotes approximately twenty hours per week to manage the
affairs of the Company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our officer or
director or employees.

DIRECTOR COMPENSATION

The following table sets forth director compensation as of October 31, 2012:

Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------

Vladimir Leonov -0- -0- -0- -0- -0- -0- -0-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Vladimir Leonov will not be paid for any underwriting services that he performs
on our behalf with respect to this offering.

Since our incorporation, we issued a total of 8,000,000 shares of restricted
common stock to Vladimir Leonov, our sole officer and director in consideration
of $8,000.

Mr. Leonov will not be repaid from the proceeds of this offering. There is no
due date for the repayment of the funds advanced by Mr. Leonov. Mr. Leonov will
be repaid from revenues of operations if and when we generate revenues to pay
the obligation. There is no assurance that we will ever generate revenues from
our operations. The obligation to Mr. Leonov does not bear interest. There is no
written agreement evidencing the advancement of funds by Mr. Leonov or the
repayment of the funds to Mr. Leonov. The entire transaction was oral.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of January 3, 2013 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.

Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Vladimir Leonov 8,000,000 shares 100%
Salvador Diaz Miron of common stock
#87 Locales B y C. (direct)
Colonia Santa Maria la
Ribera, Mexico DF,
C.P. 06400

(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has or shares: (i) voting power, which includes the power to vote, or
to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does not
necessarily reflect the person's actual ownership or voting power with respect
to the number of shares of common stock actually outstanding on January 3, 2013.

As of January 3, 2013, there were 8,000,000 shares of our common stock issued
and outstanding.

FUTURE SALES BY EXISTING STOCKHOLDERS

A total of 8,000,000 shares of common stock were issued to our sole officer and
director, all of which are restricted securities, as defined in Rule 144 of the
Rules and Regulations of the SEC promulgated under the Securities Act. Under
Rule 144, the shares can be publicly sold, subject to volume restrictions and
restrictions on the manner of sale, commencing one year after their acquisition.
Shares purchased in this offering, which will be immediately resalable, and
sales of all of our other shares after applicable restrictions expire, could
have a depressive effect on the market price, if any, of our common stock and
the shares we are offering.

There is no public trading market for our common stock. To be quoted on the
OTCBB a market maker must file an application on our behalf to make a market for
our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, that there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation. Our stock may become quoted, rather than traded, on the OTCBB.

There are no outstanding options or warrants to purchase, or securities
convertible into, our common stock. There is one holder of record for our common
stock. The record holder is our sole officer and director who owns 8,000,000
restricted shares of our common stock.

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

Arax Holdings Corp. has 8,000,000 shares of common stock issued and outstanding
as of the date of this prospectus. The Company is registering an additional of
10,000,000 shares of its common stock for sale at the price of $0.01 per share.
There is no arrangement to address the possible effect of the offering on the
price of the stock.

In connection with the Company's selling efforts in the offering, Vladimir
Leonov will not register as a broker-dealer pursuant to Section 15 of the
Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule
3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Mr. Leonov is not subject to any statutory disqualification, as that
term is defined in Section 3(a)(39) of the Exchange Act. Mr. Leonov will not be
compensated in connection with his participation in the offering by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in our securities. Mr. Leonov is not, nor has he been within the
past 12 months, a broker or dealer, and he is not, nor has he been within the
past 12 months, an associated person of a broker or dealer. At the end of the
offering, Mr. Leonov will continue to primarily perform substantial duties for
the Company or on its behalf otherwise than in connection with transactions in
securities. Mr. Leonov will not participate in selling an offering of securities
for any issuer more than once every 12 months other than in reliance on Exchange
Act Rule 3a4-1(a)(4)(i) or (iii).

Arax Holdings Corp. will receive all proceeds from the sale of the 10,000,000
shares being offered. The price per share is fixed at $0.01 for the duration of
this offering. Although our common stock is not listed on a public exchange or
quoted over-the-counter, we intend to seek to have our shares of common stock
quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC
Bulletin Board, a market maker must file an application on our behalf in order
to make a market for our common stock. There can be no assurance that a market
maker will agree to file the necessary documents with FINRA, nor can there be
any assurance that such an application for quotation will be approved. However,
sales by the Company must be made at the fixed price of $0.01 per share.

The Company will not offer its shares for sale through underwriters, dealers,
agents or anyone who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Company and/or the purchasers of
the shares for whom they may act as agents. The shares of common stock sold by
the Company may be occasionally sold in one or more transactions; all shares
sold under this prospectus will be sold at a fixed price of $0.01 per share.

STATE SECURITIES - BLUE SKY LAWS

There is no established public market for our common stock, and there can be no
assurance that any market will develop in the foreseeable future. Transfer of
our common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions. Because
the securities registered hereunder have not been registered for resale under
the blue sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors may not be able to liquidate
their investments and should be prepared to hold the common stock for an
indefinite period of time.

In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Arax Holdings Corp. has complied.

In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.

Our shares of common stock are subject to the "penny stock" rules of the
Securities and Exchange Commission. The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or

system). Penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer, and sales person in the
transaction, and monthly account statements indicating the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. If a trading market for
our common stock develops, our common stock will probably become subject to the
penny stock rules, and shareholders may have difficulty in selling their shares.

Arax will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states) which
we expect to be $10,000.

OFFERING PERIOD AND EXPIRATION DATE

This offering will start on the date that this registration statement is
declared effective by the SEC and continue for a period of one year. The
offering shall terminate on the earlier of (i) the date when the sale of all
10,000,000 shares is completed, (ii) when the Board of Directors decides that it
is in the best interest of the Company to terminate the offering prior the
completion of the sale of all 10,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) one year after
the effective date of this prospectus. We will not accept any money until this
registration statement is declared effective by the SEC.

PROCEDURES FOR SUBSCRIBING

If you decide to subscribe for any shares in this offering, you must

- execute and deliver a subscription agreement; and
- deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "Arax Holdings Corp."

RIGHT TO REJECT SUBSCRIPTIONS

We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. Our Articles of Incorporation do not authorized us to
issue and preferred stock. As of January 3, 2013, there were 8,000,000 shares of
our common stock issued and outstanding that was held by one registered
stockholder of record, and no shares of preferred stock issued and outstanding.

COMMON STOCK

The following is a summary of the material rights and restrictions associated
with our common stock.

The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote. All shares of common stock now outstanding are fully paid for
and non-assessable and all shares of common stock which are the subject of this
offering, when issued, will be fully paid for and non-assessable. Please refer
to the Company's Articles of Incorporation, Bylaws and the applicable statutes
of the State of Nevada for a more complete description of the rights and
liabilities of holders of the Company's securities.

We refer you to our Articles of Incorporation, Bylaws and the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of our securities.

PREFERRED STOCK

We are not authorized to issue preferred shares.

SHARE PURCHASE WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have any outstanding options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed,
assuming the sale of all of the shares of common stock, present stockholders
will own approximately 55% of our outstanding shares.

CASH DIVIDENDS

As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

NEVADA ANTI-TAKEOVER LAWS

Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.

The Nevada Business Corporation Law contains a provision governing "Acquisition
of Controlling Interest." This law provides generally that any person or entity
that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevada corporation in the secondary public or private market may be denied
voting rights with respect to the acquired shares, unless a majority of the
disinterested stockholders of the corporation elects to restore such voting
rights in whole or in part. The control share acquisition law provides that a
person or entity acquires "control shares" whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring its voting
power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as
the direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The stockholders or board
of directors of a corporation may elect to exempt the stock of the corporation
from the provisions of the control share acquisition act through adoption of a
provision to that effect in the Articles of Incorporation or Bylaws of the
corporation. Our Articles of Incorporation and Bylaws do not exempt our common
stock from the control share acquisition law. The control share acquisition law
is applicable only to shares of "Issuing Corporations" as defined by the act. An
Issuing Corporation is a Nevada corporation, which; (1) has 200 or more
stockholders, with at least 100 of such stockholders being both stockholders of
record and residents of Nevada; and (2) does business in Nevada directly or
through an affiliated corporation.

At this time, we do not have 100 stockholders of record resident of Nevada.
Therefore, the provisions of the control share acquisition law do not apply to
acquisitions of our shares and will not until such time as these requirements
have been met. At such time as they may apply to us, the provisions of the
control share acquisition law may discourage companies or persons interested in
acquiring a significant interest in or control of the Company, regardless of
whether such acquisition may be in the interest of our stockholders.

The Nevada "Combination with Interested Stockholders Statute" may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an "interested stockholder" and a resident
domestic Nevada corporation from entering into a "combination," unless certain
conditions are met. The statute defines "combination" to include any merger or
consolidation with an "interested stockholder," or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition, in one transaction or a series
of transactions with an "interested stockholder" having; (1) an aggregate market
value equal to 5 percent or more of the aggregate market value of the assets of
the corporation; (2) an aggregate market value equal to 5 percent or more of the
aggregate market value of all outstanding shares of the corporation; or (3)
representing 10 percent or more of the earning power or net income of the
corporation. An "interested stockholder" means the beneficial owner of 10
percent or more of the voting shares of a resident domestic corporation, or an
affiliate or associate thereof. A corporation affected by the statute may not
engage in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the board
of directors before the interested stockholder acquired such shares. If approval
is not obtained, then after the expiration of the three-year period, the
business combination may be consummated with the approval of the board of
directors or a majority of the voting power held by disinterested stockholders,
or if the consideration to be paid by the interested stockholder is at least
equal to the highest of: (1) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date of the
announcement of the combination or in the transaction in which he became an
interested stockholder, whichever is higher; (2) the market value per common
share on the date of announcement of the combination or the date the interested
stockholder acquired the shares, whichever is higher; or (3) if higher for the
holders of preferred stock, the highest liquidation value of the preferred
stock. The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our board of directors.

REPORTS

After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.

STOCK TRANSFER AGENT

We do not have a Transfer Agent.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that we will indemnify an officer,
director, or former officer or director, to the full extent permitted by law. We
have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by one of our director, officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our legal counsel
the matter has been settled by controlling precedent, submit the question of
whether such indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.

LEGAL MATTERS

David Lubin & Associates, PLLC has opined on the validity of the shares of
common stock being offered hereby.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency basis
or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents, subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer or employee.

EXPERTS

Ronald R. Chadwick, P.C., our independent registered public accountant, has
audited our financial statements included in this prospectus and registration
statement to the extent and for the periods set forth in their audit report.
Ronald R. Chadwick, P.C., has presented its report with respect to our audited
financial statements.

AVAILABLE INFORMATION

We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You can request copies of these Ronald R. Chadwick, P.C.
documents, upon payment of a duplicating fee, by writing to the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Our SEC filings are also available to the public through the SEC
Internet site at www.sec.gov.

FINANCIAL STATEMENTS

The financial statements of ARAX HOLDINGS CORP. for the period ended October 31,
2012, and related notes, included in this prospectus have been audited by, and
have been so included in reliance upon the opinion of such accountants given
upon their authority as an expert in auditing and accounting.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our independent registered
public accountant.

ARAX HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

OCTOBER 31, 2012

Report of Independent Registered Public Accounting Firm F-2

Balance Sheet as of October 31, 2012 F-3

Statements of Operations for the Period from February 23, 2012
(Date of Inception) to October 31, 2012 F-4

Statement of Stockholders' Equity for the Period from February 23, 2012
(Date of Inception) to October 31, 2012 F-5

Statements of Cash Flows for the Period from February 23, 2012
(Date of Inception) to October 31, 2012 F-6

Notes to the Financial Statements F-7

F-1

RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Arax Holdings Corp.
Colonia Santa Maria La Ribera C.P., Mexico

I have audited the accompanying balance sheet of Arax Holdings Corp. (a
development stage company) as of October 31, 2012, and the related statements of
operations, stockholders' equity and cash flows for the period from February 23,
2012 (inception) through October 31, 2012. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Arax Holdings Corp. as of October
31, 2012, and the results of its operations and its cash flows for the period
from February 23, 2012 (inception) through October 31, 2012 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements the Company has suffered a loss from operations and has
limited working capital that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Ronald R. Chadwick, P.C.
Aurora, Colorado -----------------------------------
November 28, 2012 RONALD R. CHADWICK, P.C.

F-2

ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

October 31, 2012
----------------
ASSETS

Current Assets
Cash and cash equivalents $ 8,033
-------
Total Current Assets 8,033
-------
Fixed Assets
Equipment 571
-------
Total Fixed Assets 571
-------

Total Assets $ 8,604
=======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Loan from director $ 671
-------
Total current liabilities 671
-------
Stockholders' Equity:
Common stock, par value $0.001; 75,000,000 shares
authorized; 8,000,000 shares issued and outstanding 8,000
Additional paid in capital 0
Deficit accumulated during the development stage (67)
-------
Total stockholders' equity 7,933
-------

Total liabilities and stockholders' equity $ 8,604
=======

See accompanying notes to financial statements.

F-3

ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

For the
Period from
February 23, 2012
(Inception) to
October 31, 2012
----------------

REVENUES $ 0
--------
OPERATING EXPENSES
Bank Service Charges 67
--------

TOTAL OPERATING EXPENSES 67
--------

NET LOSS FROM OPERATIONS (67)

PROVISION FOR INCOME TAXES 0
--------

NET LOSS $ (67)
========

NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 161,943
========

See accompanying notes to financial statements.

F-4

ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholder's
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------

Balance, February 23, 2012 (Inception) -- $ -- $ -- $ -- $ --

Shares issued for cash at $0.001 per
share 8,000,000 8,000 -- -- 8,000

Net loss -- -- -- (67) (67)
--------- ------- ------- ------- -------

Balance, October 31, 2012 8,000,000 $ 8,000 $ -- $ (67) $ 7,933
========= ======= ======= ======= =======

See accompanying notes to financial statements.

F-5

ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

For the
Period from
February 23, 2012
(Inception) to
October 31, 2012
----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (67)
--------
CASH USED IN OPERATING ACTIVITIES (67)
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment 571
--------
CASH PROVIDED BY INVESTING ACTIVITIES 571
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 8,000
Loan from director 671
--------
CASH PROVIDED BY FINANCING ACTIVITIES 8,671
--------

Net increase (decrease) in cash and cash equivalents 8,033

Cash, beginning of period --
--------

Cash, end of period $ 8,033
========

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ --
========
Income taxes paid $ --
========

See accompanying notes to financial statements.

F-6

ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Arax Holdings Corp. ("the Company") was incorporated under the laws of the State
of Nevada on February 23, 2012. We are planning to start operations in the
business of selling hot dogs from mobile stands in Mexico. We plan to spread our
operation throughout Mexico's major cities. We are planning to have 5-15 hot dog
stands per city, to become noticeable and familiar to our customers.

The Company's headquarters are located in Mexico. The Company has not generated
any revenues or incurred any costs in implementing its operating strategies.

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company has adopted an October 31 fiscal year end.

Development Stage Company

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles applicable to development stage
companies. A development-stage company is one in which planned principal
operations have not commenced or if its operations have commenced, there has
been no significant revenues there from. The company discloses the deficit
accumulated during the development stage and the cumulative statements of
operations and cash flows from inception to the current balance sheet date.

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

The Company's financial instruments consist of amounts due to its sole officer,
director and major stockholder. The carrying amount of these financial
instruments approximates fair value due either to length of maturity.

Income Taxes

Deferred tax assets and liabilities are determined based on the differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that will be in effect when the differences are
expected to reverse. A valuation allowance is established when necessary to
reduce deferred tax assets to the amounts expected to be realized.

F-7

ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

The Company accounts for income taxes under the provisions of Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740, "Accounting for Income Taxes. It prescribes a recognition threshold and
measurement attributes for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. As a result,
the Company has applied a more-likely- than-not recognition threshold for all
tax uncertainties. The guidance only allows the recognition of those tax
benefits that have a greater than 50% likelihood of being sustained upon
examination by the various taxing authorities. The Company is subject to
taxation in the United States. All of the Company's tax years are subject to
examination by Federal and state jurisdictions.

The Company classifies penalties and interest related to income taxes as income
tax expense in the Statements of Operations.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share is calculated
by dividing the Company's net loss available to common shareholders by the
diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted for any potentially dilutive debt or equity. There
were no such common stock equivalents outstanding during the period from
February 23, 2012 (Inception) through October 31, 2012.

Recent Accounting Pronouncements

Because the Company has been recently organized and has not commenced
operations, the new accounting standards have no significant impact on the
financial statements and related disclosures. As new accounting pronouncements
are issued, the Company will adopt those that are applicable under the
circumstances.

NOTE 3 - COMMON STOCK

On October 26, 2012, the Company issued 8,000,000 shares of common stock for
cash proceeds of $8,000 at $0.001 per share.

The Company had 8,000,000 shares of common stock issued and outstanding as of
October 31, 2012.

F-8

ARAX HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012

NOTE 4 - RELATED PARTY TRANSACTION

The Company owes its CEO, Vladimir Leonov, a total of $671 as of October 31,
2012, in the form of an unsecured loan. The note is due on demand and is
non-interest bearing.

NOTE 5 - INCOME TAXES

As of October 31, 2012 the Company had a net operating loss carry-forward of
approximately $ 67 which can be used to offset future taxable income and begins
to expire in 2031. Should a change in ownership occur net operating loss carry
forwards can be limited as to use in future years.

NOTE 6 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has not generated any revenues
as of October 31, 2012. The Company currently has limited working capital, and
has not completed its efforts to establish a stabilized source of revenues
sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it can be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.

NOTE 7 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to October 31, 2012 to the date these financial statements were
available to be issued, and has determined that it does not have any material
subsequent events to disclose in these financial statements.

F-9

[Back Page of Prospectus]

PROSPECTUS

10,000,000 SHARES OF COMMON STOCK

ARAX HOLDINGS CORP.

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL _____________ ___, 2013, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs (assuming all shares are sold) of this offering are as
follows:

SEC Registration Fee $ 13.64
Printing Expenses $ 86.36
Accounting Fees and Expenses $ 600.00
Auditor Fees and Expenses $ 3,500.00
Legal Fees and Expenses $ 3,000.00
Transfer Agent Fees $ 2,300.00
----------
TOTAL $ 9,500.00
==========

----------
(1) All amounts are estimates, other than the SEC's registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

Section 78.7502 of the Nevada Corporate Law provides, in part, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. Where an officer or a director is successful on the merits or
otherwise in the defense of any action referred to above, we must indemnify him
against the expenses which such offer or director actually or reasonably
incurred. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in

II-1

connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. On October 20, 2012, ARAX HOLDINGS CORP.
offered and sold 8,000,000 share of common stock to our sole officer and
director, Vladimir Leonov, for a purchase price of $0.001 per share, for
aggregate offering proceeds of $8,000. ARAX HOLDINGS CORP. made the offer and
sale in reliance on the exemption from registration afforded by Section 4(2) to
the Securities Act of 1933, as amended (the "Securities Act"), on the basis that
the securities were offered and sold in a non-public offering to a
"sophisticated investor" who had access to registration-type information about
the Company. No commission was paid in connection with the sale of any
securities an no general solicitations were made to any person.

ITEM 16. EXHIBITS

Exhibit
Number Description of Exhibit
------ ----------------------

3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion re: Legality and Consent of Counsel
10.1 Subscription Agreement
23.1 Consent of Legal Counsel (contained in exhibit 5.1)
23.2 Consent of Ronald R. Chadwick, P.C.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(a) Include any prospectus required by Section 10(a)(3) of the Securities Act;

(b) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
the volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (c) Include any additional or
changed material information on the plan of distribution.

2. To, for the purpose of determining any liability under the Securities Act,
treat each post-effective amendment as a new registration statement relating to
the securities offered herein, and to treat the offering of such securities at
that time to be the initial bona fide offering thereof.

II-2

3. To remove from registration, by means of a post-effective amendment, any of
the securities being registered hereby that remains unsold at the termination of
the offering.

4. For determining liability of the undersigned Registrant under the Securities
Act to any purchaser in the initial distribution of the securities, that in a
primary offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424; (b) Any free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant;

(c) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant; and (d) Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our director, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our director,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our director, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

For the purposes of determining liability under the Securities Act for any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorized this registration statement to
be signed on its behalf by the undersigned, in Mexico on January 3, 2013.

ARAX HOLDINGS CORP.

By: /s/ Vladimir Leonov
------------------------------------------
Name: Vladimir Leonov
Title: President
(Principal Executive, Financial
and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vladimir Leonov, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of ARAX HOLDINGS CORP., and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, grant unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

Signature Title Date
--------- ----- ----

/s/ Vladimir Leonov
-------------------------- President, Treasurer, Secretary January 3, 2013
Vladimir Leonov and Director

II-4

Exhibit
Number Description of Exhibit
------ ----------------------