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, Hui Song, a member of the Board of Directors of Arion Group Corp. (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. Currently, the Buyer is the Company's majority, and controlling stockholder. On June 4, 2020, Maria Itzel Torres Siegrist resigned as Secretary. 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. Mingyong Huang as Secretary. Mr. Huang remains the Company's Director and officer.

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 October 31, 2020, we have not generated additional revenue since the period ending April 30, 2019, whereby $6,000 of revenue was generated from consulting services.





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RESULTS OF OPERATIONS

As of October 31, 2020, we had total assets of $17,879 and total liabilities of $67,100. 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, 2020, 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, 2020 was $23,267, as compared to a net loss of $10,232 during the three-month period ended October 31, 2019.

Three Months Ended October 31, 2020 compared to Three Months Ended October 31, 2019

Revenue, Cost of Revenue, and Gross Profit

During the three-month period ended October 31, 2020 and October 31, 2019, we generated $0 and $0 in revenue, respectively. We discontinued cedar phyto barrel business activities in the year ended January 31, 2019, following the change in control of November 21, 2018.





Operating Expenses

During the three-month period ended October 31, 2020, we incurred $23,267 in general and administrative expenses compared to $10,232 in the same period of 2019, which represents an increase in the amount of $13,035. General and administrative expenses incurred are mostly attributed to professional and corporate compliance services.

Our net loss for the three months ended October 31, 2020 was $23,267 which is a decrease for $13,035 compared to net loss of $10,232 for the three months ended October 31, 2019. Most of the operating expenses are related to legal and professional fees. Since the change of control, the Company has been planning and strategizing on its business model.

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, 2020 and 2019 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 October 31, 2020 our current assets were $17,601 compared to $5,999 in current assets at January 31, 2020. As at October 31, 2020 our total assets were $17,879 compared to $6,277 in total assets at January 31, 2020. As at October 31, 2020, our current liabilities were $67,100, or a decrease in the amount of $5,892 (or 8.07%) compared to $72,992 as of January 31, 2020. As of October 31, 2020, we had loan from stockholder in the total amount of $60,001, or 89.42% 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 shareholder.

Total stockholders' deficit was $49,221 as of October 31, 2020, compared to $66,715 as of January 31, 2020, representing a decrease in the amount of $17,494.





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Cash Flows from Operating Activities

For the nine months ended October 31, 2020, net cash used by operating activities was $55,638, consisting of net loss of $49,938, an increase in prepaid expense for $239, a decrease in accounts payable for $9,961 and an increase in accrued expense for $4,500.

For the nine months ended October 31, 2019, net cash used by operating activities was $37,133, consisting of net loss of $41,021, a non-cash expense of depreciation of $232, and an increase in accounts payable for $3,656.

Cash Flows from Investing Activities

Cash flows used in investing activities for the nine months ended October 31, 2020 and 2019 were $0 and $0, respectively.

Cash Flows from Financing Activities

Cash flows provided by financing activities for the nine months ended October 31, 2020 and 2019 were $67,001 and $40,000, respectively. We were able to borrow an additional $70,001 loan from our major shareholder and former shareholder during the nine-month period ended October 31, 2020, and $40,000 from our former major shareholder during the quarter ended October 31, 2019 to pay operating expenses. On July 16, 2020, the Company repaid $3,000 of loan to the former shareholder, Mingyong Huang.

PLAN OF OPERATION AND FUNDING

We have no lines of credit or other bank financing arrangements. Currently we are financed by our major shareholder. 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, 2020, we had a working capital deficit in the amount of $49,499.

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.





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