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Arax Holdings Corp (ARAT)

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Last Post: 5/9/2021 7:20:25 PM - Followers: 27 - Board type: Free - Posts Today: 0

------------ibox still under construction, research ongoing----------------

Latest update May 5, 2021 - Custodianship terminated and all unasserted claims barred.

ARAT is a Lazar play.

Case A-20-825346-B in the Eighth Judicial District Court of Clark County Nevada https://www.clarkcountycourts.us/Anonymous
Defendant: Arax Holdings Corp.                                               
Plaintiff: Custodian Ventures, LLC (David E. Lazar’s company)
Case Status: Closed                     
Custodianship Events and Hearings (as of December 31, 2020)

Case A-20-825346-B in the
Eighth Judicial District Court Portal

Motion for Appointment of Custodian

Order 201230 - ARAX Order Appointing Custodian

            Parties Present 9:30 AM: Chasey, Peter L. - Attorney (Lazar's Attorney)
            Minutes: All appearances made via the BlueJeans Videoconferencing Application. Colloquy regarding typographical error in pleadings that changed "ARAX" to "ARAT". Court stated its findings and ORDERED, Motion for Appointment of Custodian GRANTED. Mr. Chasey to prepare the order and clarify the typographical error.

Motion for Order
Motion to Require Written Proofs of Claim

Clerk's Notice of Hearing
            Clerks Notice of Hearing

Certificate of Service
            Certificate of Service

Motion  (9:30 AM) (Judicial Officer Allf, Nancy)
            Motion to Require Written Proofs of Claim
            There being no opposition, Motion Granted

Affidavit of Publication
Filed by Scott Sibley, Publisher of Nevada Legal News

Motion for Order

Motion to Bar Unasserted Claims and Terminate Custodianship     

Clerk's Notice of Hearing
"Please be advised that the Motion to Bar Unasserted Claims and Terminate above-entitled matter is set for hearing as follows
   Date:      May 5, 2021
   Time:      9:00 AM"
   Location:  RJC Courtroom ...."

Status Check 

Judicial Officer
Allf, Nancy

Hearing Time
3:00 AM

wirtten proofs of claiim (that is how the clerk wrote that sentence)

Journal Entry
"Court further finds after review that on March 31, 2021 a motion to bar unasserted claims and Terminate Custodianship was filed. The motion stated that the Custodian served Notice of Entry of Order via publication, which was completed on March 23, 2021. The Motion also stated that no proofs of claim have been filed or otherwise submitted to the Custodian."


Judicial Officer
Allf, Nancy

Hearing Time
9:00 AM

Motion to Bar Unasserted Claims and Terminate Custodianship     

05/05/2021 Order
Order barring unasserted claims and terminating custodianship.

Share Structure Information
AS: 75,000,000 as of 11/01/2019 and January 7, 2021 per Nevada filings by Lazar
OS: 10,335,294 as of 11/01/2019
Float: 2,300,000 as of 01/06/2017

From the 10K issued October 28, 2017 https://www.otcmarkets.com/filing/html?id=12128448&guid=b1neUKDt7oibS3h

“Pursuant to a revision to a certain Consulting Agreement dated October 8, 2013, between Thru Pharma and Strategic Universal Advisors, LLC (“Strategic”), as amended effective January 17, 2014, on or about February 9, 2015, and most recently on October 20, 2015, with full effect as of April 1, 2015 (the “Consulting Agreement”), Thru Pharma and Strategic agreed that the intent of the Consulting Agreement ab initio was to provide Strategic with a 3% equity ownership of Thru Pharma in the event that a PUBCO M&A transaction did not occur prior to the end of the Consulting Agreement. Thru Pharma and Strategic agreed and stipulated that 753,504 shares of the Company would equal 3% of Thru Pharma as the equity payment under the Consulting Agreement, with transfer subject to the further provisions stated below. As Thru Pharma was the sole beneficiary of the services provided by Strategic under the Consulting Agreement, no part of the value of the consideration for services provided under the Consulting Agreement has been recognized as an expense by the Company.

In connection with earlier amendments to the Consulting Agreement, Strategic granted to Mr. Keough, a control person of the Company and Thru Pharma, an irrevocable proxy (the “Irrevocable Proxy”), to vote all of the common stock in the Company under certain conditions. That proxy no longer exists under the terms of the most recent amendment.

As part of the currently amended Consulting Agreement, Thru Pharma agreed to transfer 753,504 Company shares to Strategic upon the closing of a merger or acquisition (an “M&A Transaction”) of a public entity, resulting in Thru Pharma being the controlling owner of the entity that was the subject of the M&A Transaction, and Thru Pharma would cause such entity to also issue to Strategic a stock warrant to purchase 600,000 (six hundred thousand) shares of common stock of the entity that was the subject of the M&A Transaction. Such warrant will be of five-year duration, exercisable at $0.10 per share, and shall vest in four equal amounts of 150,000 shares with the first annual vesting to occur 60 (sixty) days following the completion of the PUBCO M&A Transaction, as well as other routine terms.”

The M&A transaction did apparently occur on March 1, 2017 and the 753,504 shares transferred to Strategic would likely be part of the known OS. It is unknown if any of the 600,000 share warrant has been acted upon. There is just over a year left before that warrant is void. It is quite possible that this warrant has been acted upon.

“Effective July 1, 2015, Arax and Catalyst Funding, LLC, entered into an Original Issue Discount Revolving Secured Convertible Promissory Note (the “Catalyst Note”) and a Securities Purchase Agreement (the “Catalyst SPA”). The transaction is secured by a grant of security interest to 100% of the Company stock held by or for Thru Pharma. The Catalyst Note and Catalyst SPA are intended to facilitate funding essential work relating to reporting and accounting costs. The total available funds are $200,000, and the Company has only drawn $75,000, and for which the Company is obligor. A Commitment Fee of Company stock in the amount of 35,294 shares was authorized for issue to Catalyst as part of the transaction recorded as an initial debt discount of $14,118. In the event that the Company is unable to timely make payments under this Agreement, Catalyst has the option of gaining control of the Thru Pharma shares in the Company.

On March 1, 2017, the Company’s majority shareholder, Thru Pharma LLC entered into a merger agreement with Kasten, Inc., a Nevada corporation (“Kasten”), whereby Kasten was the surviving corporation. As part of the merger agreement, the shares in the Company held by Thru Pharma were withheld from the agreement and the Company was no longer identified as a subsidiary of Thru Pharma thereby effectively spinning out the Company and excluding it from the surviving entity.  Kasten has been identified as party to and co-guarantor of the Catalyst note.  The Company is in the process of settling the note with Catalyst whereby funds used to satisfy the note are being provided by its Chief Executive Officer, Steven J. Keough whereas Mr. Keough will be effectively purchasing the 8,000,000 common shares in the Company and the Arax Holdings Corp receivable (listed on the books of the Company as a related party payable in the amount of $211,149 for the nine months ended July 31, 2016) in exchange for extinguishing the note.  The 8,000,000 shares are currently collateralizing the Catalyst loan. Upon satisfaction of the note, the Company’s related party payable will be due to Mr. Keough, and he will become the majority shareholder in the Company.

This means that instead of a dilutive toxic note, 8 million shares of the OS (almost 80% of the OS), which already existed and were owned by Steven Keough, were put up as collateral. It is unknown if the money was paid back or not, or if Catalyst Funding actually holds those 8 million shares. - update: Thru Pharma apparently still had those shares in 2020 according to the 2020 10k.

It should be noted that Thru Pharma had a huge back tax issue of $299,737.26 as of January 28, 2019.

Organization and ownership information

Arax Holdings’s status in Nevada is Active. Three filings submitted January 8, 2021.
Kasten INC is in default and was last updated in Nevada in 2018. Weirdly though, there is a Kasten, INC registered in Delaware and is in lapsed status. According to the SEC lei report, they are the same company
Arax Holdings, Thru Pharma, and Kasten were all owned and controlled by Steven J. Keough of South Dakota. On December 30, 2020, David Lazar was appointed Custodian of Arax Holdings.
Strategic Universal Advisors, LLC  is active in New York. Catalyst Funding, LLC is active in Texas.

From the 2020 Annual Report - 
Annual Report (10-k) filed April 22 2021 - 02:19PM https://ih.advfn.com/stock-market/USOTC/arax-pk-ARAT/stock-news/84894754/annual-report-10-k

David Lazar owns 17,750 shares.
Thru Pharma owns 8,000,000 shares 

So, apparently Keough never paid off the debt to his own company... 


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ARAT News: Annual Report (10-k) 04/22/2021 02:19:52 PM
ARAT News: Current Report Filing (8-k) 02/01/2021 03:25:59 PM
ARAT News: Annual Report (10-k) 09/28/2017 06:06:34 AM
ARAT News: Quarterly Report (10-q) 06/14/2017 03:39:27 PM
ARAT News: Amended Quarterly Report (10-q/a) 03/06/2017 06:17:23 AM
#127  Sticky Note Lazar Custodianship play - Granted Dec. 30, 2020 LibertyUguy 12/30/20 03:54:13 PM
#949   Order to bar unasserted claims and vacate custodianship granted. https://twitte MIC 05/09/21 07:20:25 PM
#948   lol true EmptyBones 05/06/21 03:39:19 PM
#947   Nobody is selling but then again, nobody is splintered sunlight 05/06/21 03:10:06 PM
#946   mm cdel trying to scare peeps to sell.. EmptyBones 05/06/21 03:02:44 PM
#945   That's no good!!!!!!!!! splintered sunlight 05/06/21 02:25:40 PM
#944   Party time soon ARAT and DIEN... This going EmptyBones 05/06/21 12:35:28 PM
#943   Yayyyy! I'm going to whack the biD with rjack18 05/06/21 09:50:09 AM
#942   Let the good times roll!!!!!!! splintered sunlight 05/06/21 09:12:50 AM
#941   The comment from the hearing on the court tradenride 05/06/21 07:44:55 AM
#940   Let’s hope it sold quick and 8K filled!!!!! MIC 05/06/21 02:47:14 AM
#939   Woot Woot! Motion so ordered! Custodianship is terminated LibertyUguy 05/05/21 11:16:08 PM
#938   Same. Once we get an 8k will be amazing! MIC 05/05/21 01:20:44 PM
#937   I don't expect anything less than a good result. LibertyUguy 05/05/21 10:14:17 AM
#936   when announced if good result I will add EmptyBones 05/05/21 10:10:13 AM
#935   Just a reminder. The eighth district court is LibertyUguy 05/05/21 10:06:16 AM
#934   GREAT NEWS!!! We will move forward!!! pennypauly 05/05/21 09:50:05 AM
#933   FANTASTIC!!!!! splintered sunlight 05/05/21 09:49:16 AM
#932   It is very good. It means no other LibertyUguy 05/05/21 09:45:48 AM
#931   Is that bad? splintered sunlight 05/05/21 09:41:40 AM
#930   Ibox updated with the 4/20/21 court journal entry. LibertyUguy 05/05/21 09:23:34 AM
#929   Let's hope their wrong!!!!!!!! splintered sunlight 05/04/21 09:25:21 PM
#928   They don't like money tradenride 05/04/21 04:58:55 PM
#927   YUP splintered sunlight 05/04/21 12:32:49 PM
#926   Ah I see MIC 05/04/21 12:31:21 PM
#925   I was referring to the 4.4K for sale splintered sunlight 05/04/21 11:44:40 AM
#924   lol 100 shares, the day before the hearing smh... MIC 05/04/21 11:42:59 AM
#923   Somebody doesn't want to wait!!!!!! splintered sunlight 05/04/21 11:38:56 AM
#922   yes EmptyBones 05/04/21 08:55:27 AM
#921   Hearing tomorrow! MIC 05/04/21 07:31:50 AM
#920   This could be a very interesting week. Motion LibertyUguy 05/02/21 08:10:26 PM
#919   That would be 10 easy, more like 18. pennypauly 04/30/21 10:42:25 AM
#918   Hopefully it’s one of these https://www.cnbc.com/2021/04/28/a-tidal-wave-of-chi MIC 04/30/21 10:32:41 AM
#917   10M O/S!!! If Lazar brings in a 100M MIC 04/30/21 10:32:01 AM
#916   Hopefully it strong enough!!!!!!! splintered sunlight 04/30/21 10:14:53 AM
#915   Yes but if pile our ammo together... MIC 04/30/21 10:13:43 AM
#914   There's only so much ammo.......... splintered sunlight 04/30/21 10:12:51 AM
#913   Every long should to help the pps MIC 04/30/21 09:54:42 AM
#912   Every long should to help the pps MIC 04/30/21 09:54:37 AM
#911   Me as well rjack18 04/30/21 09:52:20 AM
#910   i will hit soon EmptyBones 04/30/21 09:51:54 AM
#909   I slapped 500 today MIC 04/30/21 09:48:31 AM
#908   added a few pre news EmptyBones 04/30/21 09:47:48 AM
#907   Hearing next week. Up 32% on market open. MIC 04/30/21 09:35:44 AM
#906   Yup MIC 04/28/21 07:02:18 PM
#905   end of month most need money for bills. EmptyBones 04/28/21 07:00:25 PM
#904   400 shares only $500 worth someone needed a MIC 04/28/21 02:41:23 PM
#903   yes. Should have a buyer already lined up.. EmptyBones 04/28/21 02:09:43 PM
#902   Yeah, I don't bid whack often but when tradenride 04/28/21 02:06:03 PM
#901   And the bid went up! Move them out now pennypauly 04/27/21 12:06:11 PM
#900   looks like 4000 were sold i wonder why EmptyBones 04/27/21 11:55:12 AM
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