ITEM 1. UNAUDITED FINANCIAL STATEMENTS
Arion
Group Corp.
Balance
Sheets
| |
July 31, 2022 | | |
January 31, 2022 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
Current Assets | |
| | |
| |
Cash and cash equivalents | |
$ | 4,894 | | |
$ | 3,863 | |
Total Current Assets | |
| 4,894 | | |
| 3,863 | |
| |
| | | |
| | |
Property and equipment, net | |
| 278 | | |
| 278 | |
| |
| | | |
| | |
Total Assets | |
$ | 5,172 | | |
$ | 4,141 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 7,099 | | |
$ | 2,599 | |
Accrued expense | |
| - | | |
| 4,500 | |
Loan from stockholder | |
| 190,501 | | |
| 141,001 | |
Total Current Liabilities | |
| 197,600 | | |
| 148,100 | |
| |
| | | |
| | |
Total Liabilities | |
| 197,600 | | |
| 148,100 | |
| |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | |
Common stock, $0.001 par value, 75,000,000 shares authorized; 7,630,000 shares issued and outstanding as of July 31 and January 31, 2022 | |
| 7,630 | | |
| 7,630 | |
Additional paid-in-capital | |
| 91,102 | | |
| 91,102 | |
Accumulated deficit | |
| (291,160 | ) | |
| (242,691 | ) |
Total Stockholders’ Deficit | |
| (192,428 | ) | |
| (143,959 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Deficit | |
$ | 5,172 | | |
$ | 4,141 | |
The accompanying
notes are an integral part of the unaudited financial statements.
Arion
Group Corp.
Statements
of Operations
(Unaudited)
| |
Three Months Ended | | |
Three Months Ended | | |
Six Months Ended | | |
Six Months Ended | |
| |
July 31,
2022 | | |
July 31,
2021 | | |
July 31,
2022 | | |
July 31,
2021 | |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses | |
| | | |
| | | |
| | | |
| | |
General and administrative expenses | |
| 26,454 | | |
| 24,198 | | |
| 47,669 | | |
| 37,363 | |
Total Operating Expenses | |
| 26,454 | | |
| 24,198 | | |
| 47,669 | | |
| 37,363 | |
Loss from Operations | |
| (26,454 | ) | |
| (24,198 | ) | |
| (47,669 | ) | |
| (37,363 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss Before Income Taxes | |
| (26,454 | ) | |
| (24,198 | ) | |
| (47,669 | ) | |
| (37,363 | ) |
| |
| | | |
| | | |
| | | |
| | |
Provision for Income Taxes | |
| | | |
| | | |
| | | |
| | |
Income tax expense | |
| 800 | | |
| 800 | | |
| 800 | | |
| 800 | |
| |
| | | |
| | | |
| | | |
| | |
Net Loss | |
$ | (27,254 | ) | |
$ | (24,998 | ) | |
$ | (48,469 | ) | |
$ | (38,163 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted | |
| 7,630,000 | | |
| 7,630,000 | | |
| 7,630,000 | | |
| 7,630,000 | |
| |
| | | |
| | | |
| | | |
| | |
Loss per Common Share: | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
The accompanying
notes are an integral part of the unaudited financial statements.
Arion
Group Corp.
Statements
of Changes in Stockholders’ Deficit
For
The Six Months Ended July 31, 2022 and 2021
| |
Common Stock | | |
Additional | | |
| | |
| |
| |
Number of | | |
| | |
Paid-in | | |
Accumulated | | |
| |
| |
Shares | | |
Par Value | | |
Capital | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| |
Balance as of January 31, 2022 | |
| 7,630,000 | | |
$ | 7,630 | | |
$ | 91,102 | | |
$ | (242,691 | ) | |
$ | (143,959 | ) |
Net loss for the period | |
| | | |
| | | |
| | | |
| (21,215 | ) | |
| (21,215 | ) |
Balance as of April 30, 2022 (unaudited) | |
| 7,630,000 | | |
$ | 7,630 | | |
$ | 91,102 | | |
$ | (263,906 | ) | |
$ | (165,174 | ) |
Net loss for the period | |
| | | |
| | | |
| | | |
| (27,254 | ) | |
| (27,254 | ) |
Balance as of July 31, 2022 (unaudited) | |
| 7,630,000 | | |
$ | 7,630 | | |
$ | 91,102 | | |
$ | (291,160 | ) | |
$ | (192,428 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of January 31, 2021 | |
| 7,630,000 | | |
$ | 7,630 | | |
$ | 91,102 | | |
$ | (170,061 | ) | |
$ | (71,329 | ) |
Net loss for the period | |
| | | |
| | | |
| | | |
| (13,165 | ) | |
| (13,165 | ) |
Balance as of April 30, 2021 (unaudited) | |
| 7,630,000 | | |
$ | 7,630 | | |
$ | 91,102 | | |
$ | (183,226 | ) | |
$ | (84,494 | ) |
Net loss for the period | |
| | | |
| | | |
| | | |
| (24,998 | ) | |
| (24,998 | ) |
Balance as of July 31, 2021 (unaudited) | |
| 7,630,000 | | |
$ | 7,630 | | |
$ | 91,102 | | |
$ | (208,224 | ) | |
$ | (109,492 | ) |
The accompanying notes
are an integral part of the unaudited financial statements.
Arion
Group Corp.
Statements of Cash Flows
(Unaudited)
| |
Six Months Ended | | |
Six Months Ended | |
| |
July 31,
2022 | | |
July 31,
2021 | |
Operating Activities | |
| | |
| |
Net Loss | |
$ | (48,469 | ) | |
$ | (38,163 | ) |
Adjustment to reconcile net loss to net cash used in operating
activities | |
| | | |
| | |
Changes in operating assets and liabilities | |
| | | |
| | |
Accounts payable | |
| 4,500 | | |
| 2,599 | |
Accrued expense | |
| (4,500 | ) | |
| (4,401 | ) |
Net cash used in operating activities | |
| (48,469 | ) | |
| (39,965 | ) |
| |
| | | |
| | |
Financing Activities | |
| | | |
| | |
Proceeds of loan from stockholder | |
| 49,500 | | |
| 25,000 | |
Net cash provided by financing
activities | |
| 49,500 | | |
| 25,000 | |
| |
| | | |
| | |
Net increase (decrease) in cash and cash equivalents | |
$ | 1,031 | | |
$ | (14,965 | ) |
| |
| | | |
| | |
Cash and cash equivalents at beginning of the period | |
| 3,863 | | |
| 19,894 | |
| |
| | | |
| | |
Cash and cash equivalents at end of the period | |
$ | 4,894 | | |
$ | 4,929 | |
| |
| | | |
| | |
Supplemental cash flow information: | |
| | | |
| | |
Cash paid for: | |
| | | |
| | |
Interest | |
$ | - | | |
$ | - | |
Taxes | |
$ | 800 | | |
$ | 800 | |
The accompanying notes are an integral part of the unaudited financial
statements.
ARION GROUP CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JULY 31, 2022
NOTE 1 – ORGANIZATION AND BUSINESS
ARION GROUP CORP. (“we”, “our”,
the “Company”) is a corporation established under the corporation laws in the State of Nevada on November 7, 2016. The Company
has adopted January 31 as its fiscal year end.
On November 21, 2018, a change in control of
the Company occurred, pursuant to which Mr. Mingyong Huang acquired a total of 5,000,000 shares of the Company’s common stock (or
approximately 65.53% of the total issued and outstanding shares of the Company as of the date of acquisition) from Ms. Nataliia Kriukova,
a former principal stockholder of the Company. Pursuant to the Stock Purchase Agreement (the “SPA”) and other related agreements,
Ms. Kriukova resigned from all management and Board positions. The Company also paid off the stockholder loan owed to Ms. Kriukova in
the amount of $2,663 with cash and inventory on hand pursuant to the SPA on November 21, 2018.
On May 5, 2020, Mr. Hui Song, a former member
of the Board of Directors of the Company, resigned as a director. On June 3, 2020, Mr. Mingyong Huang entered into another Stock Purchase
Agreement (the “2020 SPA”), pursuant to which Mr. Huang sold all of his 5,000,000 shares of the Company’s common stock
to Mr. Jay Hamilton, who becomes the Company’s majority and controlling stockholder. On June 4, 2020, Ms. Maria Itzel Torres
Siegrist resigned as Secretary of the Company. In connection with the change of control as of June 17, 2020 the Board appointed Mr. Hamilton
to the Company’s Board of Directors. Also, on June 17, 2020, the Board appointed Mr. Hamilton as President/CEO and Ms. Brenda Bin
Wang as CFO and Mr. Huang as Secretary. Mr. Huang remains a director of the Company.
Prior to November 21, 2018, we distributed an
assortment of cedar phyto barrels in the USA and Europe. The business of distribution of cedar phyto barrels was discontinued after November
21, 2018. We have classified the results of the cedar phyto barrels business as discontinued operations in our financial statements.
We are currently a start-up company exploring various manufacturing and distribution business opportunities in the dietary ingredient
and nutritional supplement industry. However, as of the filing date, no definitive agreement has been entered into in connection with
our business plan related to the above targeted industry.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of and
for the six months ended July 31, 2022 have been prepared using generally accepted accounting principles in the United States of America
applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, and incurred recurring losses
and had a working capital deficit as of July 31, 2022. These factors, among others, raise substantial doubt about the ability of the Company
to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the
Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company
by obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses and seeking third
party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing
any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets
or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The balance sheet as of July 31, 2022, the statements
of operations, changes in stockholders’ deficit and cash flows for the three and six months ended July 31, 2022 and 2021 have been
prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures, normally included in the financial statements prepared in accordance with U.S. GAAP, have been condensed or
omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information
presented not misleading. The results of operations for the three and six months ended July 31, 2022 are not necessarily indicative of
results expected for the full year ending January 31, 2023. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the Company’s financial position and results of operations at July 31, 2022
and for the six months then ended have been made.
It is suggested that these statements be read
in conjunction with the January 31, 2022 audited financial statements and the accompanying notes included in the Company’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information
that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived
with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information
is obtained and as our operating environment changes. While the Company believes that the estimates and assumptions used in the preparation
of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically
reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. The
current COVID-19 pandemic and general economic environment also increase the degree of uncertainty inherent in these estimates and assumptions.
New Accounting Pronouncements
There were various accounting standards and interpretations
issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.
NOTE 4 – RELATED PARTY TRANSACTIONS
The Company may rely on advances from related
parties in support of the Company’s efforts and cash requirements until such time that the Company can support its operations or
attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued
support by officers, directors, or stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The
advances are considered temporary in nature and have not been formalized by a promissory note.
During the six-month period ended July 31, 2022,
the Company’s major stockholder Mr. Jay Hamilton loaned the Company $49,500 to cover the Company’s operating expenses. The
loans are unsecured, non-interest bearing and due on demand.
During the six-month period ended July 31, 2021,
the Company’s major stockholder Mr. Jay Hamilton loaned the Company $25,000 to cover the Company’s operating expenses. The
loans are unsecured, non-interest bearing and due on demand.
The Company’s office at 16839 Gale Ave.,
#210, City of Industry, CA 91745 is a warehouse-office solely owned by Mr. Mingyong Huang. Given that the Company had only minimal operations
as of July 31, 2022, Mr. Huang does not charge the Company any fee for using the office at this time.
NOTE 5 – SUBSEQUENT EVENT
On August 22, 2022, Mr. Jay Hamilton loaned the Company
$6,000 to cover the Company’s operating expenses. The loans are unsecured, non-interest bearing and due on demand.
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking
statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements
by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”,
“believes”, “estimates”, “predicts”, “potential” or “continue” or the negative
of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties
and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking
statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Description of Business
Arion Group Corp. was
incorporated in the State of Nevada on November 7, 2016 and established a fiscal year end of January 31. We are currently a start-up
company exploring various manufacturing and distribution business opportunities in the dietary ingredient and nutritional supplement
industry. However, as of the filing of this statement 10-Q, no definitive agreement has been entered into in connection with our business
plan related to the above targeted industry.
On November 21, 2018 (the “Closing Date”),
a change in control of the Company occurred, pursuant to which Mr. Mingyong Huang acquired a total of 5,000,000 shares of the Company’s
common stock (or approximately 65.53% of the total issued and outstanding shares of the Company as of the date of acquisition) from Ms.
Nataliia Kriukova, the previous principal stockholder of the Company. Pursuant to the SPA and other related agreements, Ms. Nataliia Kriukova
resigned from all management and Board positions. The Company also paid off stockholder loan owed to Ms. Kriukova in the amount of $2,663
with cash and inventory on hand pursuant to the SPA on November 21, 2018.
On May 5, 2020, Mr. Hui
Song, a former member of the Board of Directors of the Company, resigned as a director. On June 3, 2020, Mr. Mingyong Huang entered into
another Stock Purchase Agreement (the “2020 SPA”), pursuant to which Mr. Huang sold all of his 5,000,000 shares of the Company’s
common stock to Mr. Jay Hamilton, who becomes the Company’s majority and controlling stockholder. On June 4, 2020, Maria Itzel
Torres Siegrist resigned as Secretary of the Company. In connection with the change of control as of June 17, 2020 the Board appointed
Jay Hamilton to the Company’s Board of Directors. Also, as of June 17, 2020, the Board appointed Mr. Hamilton as President/CEO
and Ms. Brenda Bin Wang as CFO and Mr. Huang as Secretary. Mr. Huang remains a director of the Company.
Prior to November 21,
2018, we distributed an assortment of cedar phyto barrels in the USA and Europe. Our products were offered at prices marked-up from 80%
to 100% of our cost. Our customers were asked to pay us 100% in advance. We filled placed orders and supplied the products within a period
of thirty days (30) days or less following receipt of any written order. Customers were responsible for the custom duties, taxes, insurance
or any other additional charges that might incur. The business of distribution of cedar phyto barrels was discontinued after November
21, 2018.
Since the change of control
on November 21, 2018, we have changed our business plan to focus on medical & health care industry, including consulting services
provided to third parties for planning, design and compliance of cannabis cultivation in the USA. However, as of July 31, 2022,
we have not generated additional revenue since the year ended January 31, 2020.
The Company’s financial
statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”), and are expressed in the U.S. dollars. The Company’s fiscal year end is January 31.
RESULTS OF OPERATIONS
As of July 31, 2022, we
had total assets of $5,172 and total liabilities of $197,600. We have incurred recurring losses to date. Our financial statements have
been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability
and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require
additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the
sale of equity or debt securities.
We discontinued our cedar
phyto barrels distribution business upon the change in control occurred on November 21, 2018 and started to implement a new business
plan to pursue business opportunities in manufacturing and distribution of certain dietary ingredient and nutritional supplement products.
As of July 31, 2022, we have not entered into any definitive agreement in connection with the business plan. Our net loss for the three-month
period ended July 31, 2022 was $27,254, as compared to a net loss of $24,998 during the three-month period ended July 31, 2021.
Three Months Ended
July 31, 2022 compared to Three Months Ended July 31, 2021
Operating Expenses
During the three-month
period ended July 31, 2022, we incurred $26,454 in general and administrative expenses compared to $24,198 in the same period of 2021,
which represents an increase in the amount of $2,256. General and administrative expenses incurred generally related to corporate overhead,
financial and administrative contracted services, such as legal and accounting and various compliance costs.
Our net loss for the three
months ended July 31, 2022 was $27,254 compared to net loss of $24,998 for the three months ended July 31, 2021. The increase in net
loss in the period ended July 31, 2022 in the amount of $2,256 represents an 9.02% increase over the net loss in the three-month period
ended July 31, 2022.
LIQUIDITY AND CAPITAL
RESOURCES
The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs. This raises substantial doubt about its ability to continue as a going concern.
Our independent auditor’s
report accompanying our January 31, 2022 and 2021 audited financial statements contains an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern. These financial statements have been prepared “assuming that we will continue
as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary
course of business. This assumption may, however, not hold true for a variety of reasons, many of which are out of our control.
As of July 31, 2022 our current assets were $4,894
compared to $3,863 in current assets at January 31, 2022. As of July 31, 2022 our total assets were $5,172 compared to $4,141 in total
assets at January 31, 2022. As of July 31, 2022, our current liabilities were $197,600, or an increase in the amount of $49,500 (or 35.11%)
compared to $148,100 as of January 31, 2022. As of July 31, 2022, we had loan from stockholder in the total amount of $190,501, or 96.41%
of our total liabilities, as we have not been able to generate a steady cash flow to cover our operating expenses and have to rely heavily
on the financial support from our stockholder.
Total stockholders’
deficit was $192,428 as of July 31, 2022, compared to $143,959 as of January 31, 2022, representing an increase in the amount of $48,469.
Cash Flows from
Operating Activities
For the six months ended
July 31, 2022, net cash used by operating activities was $48,469, consisting of net loss of $48,469, an increase in accounts payable
for $4,500 and a decrease in accrued expense for $4,500.
For the six months ended
July 31, 2021, net cash used by operating activities was $39,965, consisting of net loss of $38,163, an increase in accounts payable
for $2,599 and a decrease in accrued expense for $4,401.
Cash Flows from
Investing Activities
Cash flows used in investing
activities for the six months ended July 31, 2022 and 2021 were $0 and $0, respectively.
Cash Flows from
Financing Activities
Cash flows provided by
financing activities for the six months ended July 31, 2022 and 2021 were $49,500 and $25,000, respectively. We were able to borrow an
additional $49,500 loan from our major stockholder during the six months ended July 31, 2022, and $25,000 during the six months ended
July 31, 2021 to pay operating expenses.
PLAN OF OPERATION AND
FUNDING
We have no lines of credit
or other bank financing arrangements. Currently we are financed by our major stockholder. Our working capital requirements for the next
12 months are expected to increase if and when we are able to execute on our current business plan. As of July 31, 2022, we had a working
capital deficit in the amount of $192,706.
We also intend to finance
our operating expenses and business development costs with further issuances of securities and debt issuances. Additional issuances of
equity or convertible debt securities will result in dilution to our current stockholders. Further, such securities might have
rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at
all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective
new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this
Quarterly Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT
EQUIPMENT
We do not intend to purchase
any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this
Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect
on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to investors.
RECENT DEVELOPMENTS
In December 2019, a strain
of coronavirus entitled COVID-19 emerged in China and spread to other countries including to the United States. In March 2020, the World
Health Organization declared COVID-19 to be a public health pandemic of international concern, which has resulted in travel restrictions
and in some cases, prohibitions of non-essential activities, disruption and shutdown of businesses and greater uncertainty in global
financial markets.
In the United States in
which we and our customers, and partners operate, the health concerns as well as political or governmental developments in response to
COVID-19 could result in economic, social or labor instability or prolonged contractions in certain end markets. These events could have
a material adverse effect on the business and results of operations and financial condition.
At this time, it is difficult to predict the extent
to which the COVID-19 outbreak will impact our business or operating results, which is highly dependent on uncertain future developments,
including the severity of the pandemic and the actions taken or to be taken by governments and private businesses in relation to its containment.
The Company’s plan of conducting new businesses might be delayed and the effect of the outbreak may not be fully reflected in our
operating results until future periods.