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  4. [8-K] Arax Holdings Corp Reports Material Event

Arax Holdings Corp. (ARAT) replaces auditor and appoints Shah Teelani

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Arax Holdings Corp. changed its independent auditor in late July 2026. On July 22, 2026, the board dismissed Fruci & Associates II, PLLC as independent registered public accounting firm. Fruci’s audit reports on the financial statements for the fiscal years ended October 31, 2025 and October 31, 2024 contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or principles, and the company reports no disagreements or reportable events with Fruci through July 23, 2026.

On July 23, 2026, the board engaged Shah Teelani & Associates as the new independent registered public accounting firm. The company states it did not consult Shah Teelani & Associates on accounting principles, audit opinions, or any disagreement or reportable event before this engagement. Arax has asked Fruci to provide a letter to the SEC indicating whether it agrees with these disclosures, to be filed as an amendment. The company also includes standard safe harbor language regarding forward-looking statements.

Positive

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Negative

  • None.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor dismissal date July 22, 2026 Date Fruci & Associates II, PLLC was dismissed as independent auditor
New auditor engagement date July 23, 2026 Date Shah Teelani & Associates was engaged as independent auditor
Fiscal year end audited October 31, 2025 One of the fiscal years for which Fruci issued unqualified audit reports
Exhibit number 104 Cover Page Interactive Data File embedded within Inline XBRL document
independent registered public accounting firm regulatory
"dismissed Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"no reportable events as described in Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Item 304(a)(1)(v) of Regulation S-K regulatory
"reportable events as described in Item 304(a)(1)(v) of Regulation S-K"
forward-looking statements regulatory
"Certain statements contained in this report may be construed as “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
safe harbor regulatory
"pursuant to the “safe harbor” provisions of the Act"
Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What change in auditor did Arax Holdings Corp. (ARAT) make in July 2026?
Arax Holdings Corp. dismissed Fruci & Associates II, PLLC as its independent registered public accounting firm on July 22, 2026 and engaged Shah Teelani & Associates as its new auditor effective July 23, 2026.

Did Arax Holdings Corp. (ARAT) report any disagreements with its former auditor?
The company reports no disagreements with Fruci & Associates II, PLLC on accounting principles, financial disclosures, or audit procedures and no reportable events under Item 304(a)(1)(v) of Regulation S-K during the periods covered.

How were Fruci’s prior audit opinions on Arax Holdings Corp. (ARAT) characterized?
Fruci’s audit reports on Arax’s financial statements for fiscal years ended October 31, 2025 and October 31, 2024 contained no adverse opinion, disclaimer, or qualifications related to uncertainty, audit scope, or accounting principles.

Did Arax Holdings Corp. (ARAT) consult Shah Teelani & Associates before appointing it auditor?
Arax states that it and its representatives did not consult Shah Teelani & Associates on accounting principles, potential audit opinions, or any disagreement or reportable event prior to engaging the firm on July 23, 2026.

What additional step did Arax Holdings Corp. (ARAT) request from its former auditor?
Arax has asked Fruci & Associates II, PLLC to provide a letter to the SEC stating whether it agrees with Arax’s disclosures about the auditor change, with any such letter to be filed as an amendment.

What forward-looking statement caution does Arax Holdings Corp. (ARAT) provide?
Arax includes a safe harbor statement under the Private Securities Litigation Reform Act of 1995, explaining that forward-looking statements involve risks and uncertainties and cautioning readers not to place undue reliance on them.
false 0001566243 0001566243 2026-07-27 2026-07-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): July 27, 2026

 

ARAX HOLDINGS CORP.

(Exact name of Registrant as specified in its charter)

 

Nevada   333-185928   99-0376721
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (IRS employer
identification no.)

 

820 E Park Ave, Bld. F100
Tallahassee, Florida		   32301
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 850 254 1161

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
None        

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: 

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

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

 

 

 

 

 

 

Item 4.01 Changes In Registrant’s Certifying Accountant

 

(a) Dismissal of Independent Registered Public Accounting Firm.

 

On July 22, 2026, the Board of Directors of Arax Holdings Corp. (the “Company”) dismissed Fruci & Associates II, PLLC (“Fruci”) as the Company’s independent registered public accounting firm, effective immediately.

 

The audit reports of Fruci on the Company’s financial statements for the fiscal years ended October 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the Company’s two most recent fiscal years ended October 31, 2025 and 2024, and the subsequent interim period through July 23, 2026, there were no: (1) disagreements with Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Fruci’s satisfaction, would have caused Fruci to make reference to the subject matter of the disagreement in connection with its reports; or (2) reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

 

The decision to dismiss Fruci was approved by the Board of Directors of the Company.

 

The Company has provided Fruci with a copy of the disclosures contained in this Item 4.01(a) and has requested that Fruci furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. A copy of any such letter will be filed as an amendment hereto.

 

(b) Engagement of New Independent Registered Public Accounting Firm

 

On July 23, 2026, the Board of Directors of the Company engaged Shah Teelani & Associates as the Company’s new independent registered public accounting firm, effective immediately.

 

During the Company’s two most recent fiscal years ended October 31, 2025 and 2024, and the subsequent interim period through July 23, 2026, neither the Company nor anyone on its behalf consulted with Shah Teelani & Associates regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and Shah Teelani & Associates did not provide either a written report or oral advice to the Company that Shah Teelani & Associates concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

  Arax Holdings Corp.
     
Dated: July 27, 2026 By: /s/ Michael P. Loubser
    Michael P. Loubser
    Chief Executive Officer

 

2 

 

 


Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Certain statements contained in this report may be construed as “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”). All statements that are not historical facts are “forward-looking statements.” The words “estimate,” “project,” “intends,” “expects,” “anticipates,” “believes” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management’s beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safe harbor” provisions of the Act. These statements are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of these statements. Investors should consider this cautionary statement and furthermore, no assurance can be made that the transaction described in this Report will be consummated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company also undertakes no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

 

Investor@arax.cc
Arax Holdings Corp
+1 850-254-1161
email us here
Visit us on social media:
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Source: View Original Filing on SEC EDGAR

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