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.
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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 October 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 October 31, 2022, we had total assets of $2,280 and total liabilities of
$212,100. 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 October
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 October 31,
2022 was $17,392 as compared to a net loss of $19,749 during the three-month
period ended October 31, 2021.
Three Months Ended October 31, 2022 compared to Three Months Ended October 31,
2021
Operating Expenses
During the three-month period ended October 31, 2022, we incurred $17,392 in
general and administrative expenses compared to $19,749 in the same period of
2021, which represents a decrease in the amount of $2,357. 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 October 31, 2022 was $17,392 compared to
net loss of $19,749 for the three months ended October 31, 2021. The decrease in
net loss in the period ended October 31, 2021 in the amount of $2,357 represents
an 11.93% decrease over the net loss in the three-month period ended October 31,
2021.
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.
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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 October 31, 2022 our current assets were $2,002 compared to $3,863 in
current assets at January 31, 2022. As of October 31, 2021 our total assets were
$2,280 compared to $4,141 in total assets at January 31, 2021. As of October 31,
2022, our current liabilities were $212,100, or an increase in the amount of
$64,000 (or 43.21%) compared to $148,100 as of January 31, 2022. As of October
31, 2022, we had loan from stockholder in the total amount of $209,501, or
98.77% 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 $209,820 as of October 31, 2022, compared to
$143,959 as of January 31, 2022, representing an increase in the amount of
$65,861.
Cash Flows from Operating Activities
For the nine months ended October 31, 2022, net cash used by operating
activities was $70,361, consisting of net loss of $65,861, a decrease in
accounts payable for $2,500 and a decrease in accrued expense for $2,000.
For the nine months ended October 31, 2021, net cash used by operating
activities was $66,813, consisting of net loss of $57,912, a decrease in
accounts payable for $4,401 and a decrease in accrued expense for $4,500.
Cash Flows from Investing Activities
Cash flows used in investing activities for the nine months ended October 31,
2022 and 2021 were $0 and $0, respectively.
Cash Flows from Financing Activities
Cash flows provided by financing activities for the nine months ended October
31, 2022 and 2021 were $68,500 and $50,000, respectively. We were able to borrow
an additional $68,500 loan from our major stockholder during the nine months
ended October 31, 2022, and $50,000 loan from our major stockholder during the
nine months ended October 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 October 31, 2022, we had a working capital
deficit in the amount of $210,098.
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.
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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.
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ARION GROUP CORP. 
