ITEM 1.
UNAUDITED FINANCIAL STATEMENTS
Arion Group Corp.
Balance Sheets
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April 30,
2021
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January 31, 2021
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(Unaudited)
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ASSETS
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|
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Current Assets
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|
|
|
|
|
|
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Cash and cash equivalents
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|
$
|
6,903
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|
|
$
|
19,894
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|
|
Total Current Assets
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|
|
6,903
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|
|
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19,894
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|
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|
|
|
|
|
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Property and equipment, net
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|
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278
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278
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|
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|
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|
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|
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|
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Total Assets
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$
|
7,181
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|
|
$
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20,172
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|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current Liabilities
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Accounts payable
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$
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7,174
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|
|
$
|
7,000
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|
|
Accrued expense
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|
|
4,500
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|
|
|
4,500
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|
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Loan from stockholder
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|
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80,001
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|
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80,001
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|
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Total Current Liabilities
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91,675
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91,501
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|
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|
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|
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Total Liabilities
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|
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91,675
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|
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91,501
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Stockholders’ Deficit
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Common stock, $0.001 par value, 75,000,000 shares authorized; 7,630,000 shares issued and outstanding as of April 30 and January 31, 2021
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7,630
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7,630
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Additional paid-in-capital
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91,102
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91,102
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|
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Accumulated deficit
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(183,226
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)
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(170,061
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)
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Total Stockholders’ Deficit
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|
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(84,494
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)
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|
|
(71,329
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)
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|
|
|
|
|
|
|
|
|
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Total Liabilities and Stockholders’ Deficit
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|
$
|
7,181
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|
|
$
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20,172
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|
The accompanying notes are an integral part
of the unaudited financial statements.
Arion Group Corp.
Statements of Operations
(Unaudited)
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Three Months Ended
April 30,
2021
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Three Months Ended
April 30,
2020
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Revenue
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$
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-
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$
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-
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Operating Expenses
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General and administrative expenses
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13,165
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9,776
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Total Operating Expenses
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13,165
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9,776
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|
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Loss from Operations
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(13,165
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)
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(9,776
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)
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|
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|
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Loss Before Income Taxes
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|
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(13,165
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)
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|
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(9,776
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)
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|
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Provision for Income Taxes
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Income tax expense
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-
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-
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Net Loss
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$
|
(13,165
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)
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|
$
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(9,776
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)
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|
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|
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Weighted average number of common shares outstanding:
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Basic and Diluted
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7,630,000
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7,630,000
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|
|
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Loss per Common Share:
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Basic and Diluted
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$
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(0.00
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)
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$
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(0.00
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)
|
The accompanying notes are an integral part
of the unaudited financial statements.
ARION GROUP CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
FOR THE THREE MONTHS ENDED APRIL 30, 2021 AND
2020
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Common Stock
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Additional
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Number of
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Paid-in
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Accumulated
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Shares
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Par Value
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Capital
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Deficit
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Total
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Balance as of January 31, 2020
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|
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7,630,000
|
|
|
$
|
7,630
|
|
|
$
|
23,670
|
|
|
$
|
(98,015
|
)
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|
$
|
(66,715
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)
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|
Net loss for the period
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(9,776
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)
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|
(9,776
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)
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|
Balance as of April 30, 2020 (unaudited)
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7,630,000
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|
|
$
|
7,630
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|
|
$
|
23,670
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|
|
$
|
(107,791
|
)
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|
$
|
(76,491
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)
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|
|
|
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|
|
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Balance as of January 31, 2021
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|
|
7,630,000
|
|
|
$
|
7,630
|
|
|
$
|
91,102
|
|
|
$
|
(170,061
|
)
|
|
$
|
(71,329
|
)
|
|
Net loss for the period
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|
|
|
|
|
|
|
|
|
|
|
|
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(13,165
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)
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|
|
(13,165
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)
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|
Balance as of April 30, 2021 (unaudited)
|
|
|
7,630,000
|
|
|
$
|
7,630
|
|
|
$
|
91,102
|
|
|
$
|
(183,226
|
)
|
|
$
|
(84,494
|
)
|
The accompanying notes are an integral part
of the unaudited financial statements.
Arion Group Corp.
Statements of Cash Flows
(Unaudited)
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Three Months Ended
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Three Months Ended
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April 30,
2021
|
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April 30,
2020
|
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|
Operating Activities
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|
|
|
|
|
|
|
Net loss
|
|
|
(13,165
|
)
|
|
|
(9,776
|
)
|
|
Adjustment to reconcile net loss to net cash used in operating activities
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Changes in operating assets and liabilities
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|
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|
|
|
|
|
|
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Accounts payable
|
|
|
174
|
|
|
|
(1,060
|
)
|
|
Net cash used in operating activities
|
|
|
(12,991
|
)
|
|
|
(10,836
|
)
|
|
|
|
|
|
|
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Financing Activities
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|
|
|
|
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|
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Proceeds of loan from stockholder
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-
|
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|
10,000
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|
|
Net cash provided by financing activities
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-
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10,000
|
|
|
|
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|
|
|
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Net decrease in cash and cash equivalents
|
|
$
|
(12,991
|
)
|
|
$
|
(836
|
)
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|
|
|
|
|
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Cash and equivalents at beginning of the period
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|
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19,894
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|
|
|
5,999
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|
|
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|
|
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Cash and equivalents at end of the period
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|
$
|
6,903
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|
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$
|
5,163
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|
|
|
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|
|
|
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Supplemental cash flow information:
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|
|
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Cash paid for:
|
|
|
|
|
|
|
|
|
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Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
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 APRIL 30, 2021
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
shareholder 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 shareholder 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 three months ended April 30, 2021 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 April 30, 2021. 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 shareholders 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 April 30, 2021, the statements
of operations, changes in stockholders’ deficit and cash flows for the three-month period ended April 30, 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 months ended April 30, 2021 are not necessarily indicative of results expected
for the full year ending January 31, 2022. 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 April 30, 2021 and for the three months
then ended have been made.
It is suggested that these statements be read
in conjunction with the January 31, 2021 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 a 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 shareholders. 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 three-month period ended April 30, 2021, there was no loan from stockholder to cover the Company’s operating expenses. During
the three-month period ended April 30, 2020, the Company’s former major stockholder Mr. Mingyong Huang loaned the Company $10,000
to cover the Company’s operating expenses. The loan is non-interest bearing, unsecured, and is due upon demand. As of April 30,
2021 and January 31, 2021, the unpaid balances of the loan to stockholder were both in the amount of $80,001.
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 April 30, 2021, Mr. Huang does not charge the Company any fee for using the office at this time.
NOTE 5 – SUBSEQUENT EVENT
In May 2021, Mr. Jay Hamilton loaned the Company
in total of $20,000 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 shareholder 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 shareholder 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, 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 April 30, 2021, we have not generated additional
revenue since the year ended January 31, 2020, whereby $6,000 of revenue was generated from consulting services.
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 April 30, 2021, we had total assets of $7,181
and total liabilities of $91,675. 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 April 30, 2021, we have not
entered into any definitive agreement in connection with the business plan. Our net loss for the three-month period ended April 30, 2021
was $13,165, as compared to a net loss of $9,776 during the three-month period ended April 30, 2020.
Three Months Ended April 30, 2021 compared to Three Months Ended
April 30, 2020
Operating Expenses
During the three-month period ended April 30,
2021, we incurred $13,165 in general and administrative expenses compared to $9,776 in the same period of 2020, which represents an increase
in the amount of $3,389. 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-month period ended
April 30, 2021 was $13,165 compared to net loss of $9,776 for the three-month period ended April 30, 2020. The increase in net loss in
the period ended April 30, 2021 in the amount of $3,389 represents a 34.67% increase over the net loss in the three-month period ended
April 30, 2020.
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, 2021 and 2020 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 at April 30, 2021 our current assets were $6,903
compared to $19,894 in current assets at January 31, 2021. As at April 30, 2021 our total assets were $7,181 compared to $20,172 in total
assets at January 31, 2021. As at April 30, 2021, our current liabilities were $91,675, or an increase in the amount of $174 (or 0.19%)
compared to $91,501 as of January 31, 2021. As of April 30, 2021, we had loan from stockholder in the total amount of $80,001, or 87.27%
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 $84,494
as of April 30, 2021, compared to $71,329 as of January 31, 2021, representing an increase in the amount of $13,165.
Cash Flows from Operating Activities
For the three months ended April 30, 2021, net
cash used by operating activities was $12,991, consisting of net loss of $13,165 and an increase in accounts payable for $174.
For the three months ended April 30, 2020, net
cash used by operating activities was $10,836, consisting of net loss of $9,776 and a decrease in accounts payable for $1,060.
Cash Flows from Investing Activities
Cash flows used in investing activities for the
three months ended April 30, 2021 and 2020 were $0 and $0, respectively.
Cash Flows from Financing Activities
Cash flows provided by financing activities for
the three months ended April 30, 2021 and 2020 were $0 and $10,000, respectively. We did not borrow any loan from stockholder during the
quarter ended April 2021, while we were able to borrow an additional $10,000 loan from one of our former major stockholders in the quarter
ended April 2020 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 April 30, 2021, we had a working capital deficit in
the amount of $84,772.
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 shareholders. Further, such securities might have rights, preferences or privileges
senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available
or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
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 pf conducting new businesses might be delayed and the effect of the outbreak may not be fully reflected in our
operating results until future periods.