UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 10-Q

 

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2023

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to _______

 

COMMISSION FILE NO. 333-216895

 

ARION GROUP CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   35-2577375   2090
(State or Other Jurisdiction of   IRS Employer   Primary Standard Industrial
Incorporation or Organization)   Identification Number   Classification Code Number

 

Arion Group Corp.

11268 Rush St.

South El Monte, CA 91733

(888) 991-6839

(Address and telephone number of principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to section 12(g) of the Act: None

  

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐  Accelerated filer ☐ 
Non-accelerated filer ☒  Smaller reporting company ☒ 
    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. Yes ☐ No ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒

 

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

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, $.001 par value   ARGC   OTC Markets

 

As of December 21, 2023, the registrant had 7,630,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of December 21, 2023.

 

 

 

 

 

 

ARION GROUP CORP.

 

Form 10-Q

 

Part I   FINANCIAL INFORMATION   1
Item 1   Unaudited Financial Statements   1
    Unaudited Balance Sheets   1
    Unaudited Statements of Operations   2
    Unaudited Statements of Changes in Stockholders’ Deficit   3
    Unaudited Statements of Cash Flows   4
    Notes to Unaudited Financial Statements   5
Item 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations   8
Item 3   Quantitative and Qualitative Disclosures About Market Risk   11
Item 4   Controls and Procedures   11
         
Part II   OTHER INFORMATION   12
Item 1   Legal Proceedings   12
Item 1A   Risk Factors   12
Item 2   Unregistered Sales of Equity Securities and Use of Proceeds   12
Item 3   Defaults Upon Senior Securities   12
Item 4   Mine Safety Disclosures   12
Item 5   Other Information   12
Item 6   Exhibits   12

 

i

 

 

Arion Group Corp.

Balance Sheets

 

   October 31,
2023		   January 31,
2023		 
   (Unaudited)     
ASSETS        
Current Assets        
Cash and cash equivalents  $
-
   $21,547 
Accounts receivable   130,000    
-
 
Advance to supplier   
-
    9,077 
Security deposit   3,000    3,000 
Total Current Assets   133,000    33,624 
           
Property and equipment, net   278    278 
           
Total Assets  $133,278   $33,902 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current Liabilities          
Bank overdraft  $10,063   $
-
 
Accounts payable   10,840    
-
 
Accrued expense   6,000    
-
 
Loan from stockholder   369,184    259,784 
Total Current Liabilities   396,087    259,784 
           
Total Liabilities   396,087    259,784 
           
Stockholders’ Deficit          
Common stock, $0.001 par value, 75,000,000 shares authorized; 7,630,000 shares issued and outstanding as of October 31 and January 31, 2023   7,630    7,630 
Additional paid-in capital   91,102    91,102 
Accumulated deficit   (361,541)   (324,614)
Total Stockholders’ Deficit   (262,809)   (225,882)
           
Total Liabilities and Stockholders’ Deficit  $133,278   $33,902 

 

The accompanying notes are an integral part of the unaudited financial statements.

 

1

 

 

Arion Group Corp.

Statements of Operations

(Unaudited)

 

   Three Months
Ended
October 31,
2023		   Three Months
Ended
October 31,
2022		   Nine Months
Ended
October 31,
2023		   Nine Months
Ended
October 31,
2022		 
                 
Revenue  $75,000   $
-
   $158,000   $
-
 
Cost of Goods Sold   37,557    
-
    81,078    
-
 
Gross Profit   37,443    
-
    76,922    
-
 
                     
Operating Expenses                    
General and administrative expenses   33,098    17,392    113,049    65,061 
Total Operating Expenses   33,098    17,392    113,049    65,061 
Income/(Loss) from Operations   4,345    (17,392)   (36,127)   (65,061)
                     
Income/(Loss) Before Income Taxes   4,345    (17,392)   (36,127)   (65,061)
                     
Provision for Income Taxes                    
Income tax expense   
-
    
-
    800    800 
                     
Net Income/(Loss)  $4,345   $(17,392)  $(36,927)  $(65,861)
                     
Weighted Average Number of Common Shares Outstanding:                    
Basic and Diluted
   7,630,000    7,630,000    7,630,000    7,630,000 
                     
Income/(Loss) Per Common Share:                    
Basic and Diluted
  $0.00   $(0.00)  $(0.00)  $(0.01)

 

The accompanying notes are an integral part of the unaudited financial statements.

 

2

 

  

Arion Group Corp.

Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended October 31, 2023 and 2022

 

   Common Stock   Additional         
   Number of       Paid-in   Accumulated     
   Shares   Par Value   Capital   Deficit   Total 
                     
Balance as of January 31, 2023   7,630,000   $7,630   $91,102   $(324,614)  $(225,882)
Net loss for the period                  (34,637)   (34,637)
Balance as of April 30, 2023 (unaudited)   7,630,000   $7,630   $91,102   $(359,251)  $(260,519)
Net loss for the period                  (6,635)   (6,635)
Balance as of July 31, 2023 (unaudited)   7,630,000   $7,630   $91,102   $(365,886)  $(267,154)
Net income for the period                  4,345    4,345 
Balance as of October 31, 2023 (unaudited)   7,630,000   $7,630   $91,102   $(361,541)   (262,809)
                          
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)
Net loss for the period                  (17,392)   (17,392)
Balance as of October 31, 2022 (unaudited)   7,630,000   $7,630   $91,102   $(308,552)  $(209,820)

 

The accompanying notes are an integral part of the unaudited financial statements.

 

3

 

 

Arion Group Corp.

Statements of Cash Flows

(Unaudited)

 

   Nine Months
Ended		   Nine Months
Ended		 
   October 31,
2023		   October 31,
2022		 
Operating Activities        
Net loss  $(36,927)  $(65,861)
Changes in operating assets and liabilities          
Accounts receivable   (130,000)   
-
 
Accounts payable   10,840    (2,500)
Accrued expense   6,000    (2,000)
Advance to supplier   9,077    
-
 
Net cash used in operating activities   (141,010)   (70,361)
           
Financing Activities          
Bank overdraft   10,063    
-
 
Proceeds of loan from stockholder   109,400    68,500 
Net cash provided by financing activities   119,463    68,500 
           
Net decrease in cash and cash equivalents  $(21,547)  $(1,861)
           
Cash and equivalents at beginning of the period   21,547    3,863 
           
Cash and equivalents at end of the period  $
-
   $2,002 
           
Supplemental cash flow information:          
Cash paid for:          
Interest  $
-
   $
-
 
Taxes  $800   $800 

 

The accompanying notes are an integral part of the unaudited financial statements.

 

4

 

 

Arion Group Corp.

Notes to the Unaudited Financial Statements

For the Three Months Ended October 31, 2023

 

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.

 

On November 1, 2022 and November 4, 2022, the Company entered into an agreement with EZ Field Inc and Alta Health Supplies Inc, respectively. The agreements set forth the exclusive terms and conditions for the Company to acquire and sell health supplements from and to these parties. On November 18, 2022, we entered into an agreement with Bio Essence Health Science to develop cosmetic products and health supplements. We also established distribution channels through Tak Ye International Inc and Xin Shi Dai Express. We have generated $178,818 of sales from distribution services since the inception of this business plan.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements as of and for the three months ended October 31, 2023 have been prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) 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 has continuingly incurred recurring losses, with the exception of the current quarter ended on October 31, 2023, in which the Company generated a net income of $4,345. The Company had a working capital deficit as of October 31, 2023. 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.

 

5

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation  

 

The balance sheet as of October 31, 2023, the statements of operations, changes in stockholders’ deficit and cash flows for the three and nine months ended October 31, 2023 and 2022 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 nine months ended October 31, 2023 are not necessarily indicative of results expected for the full year ending January 31, 2024. 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 October 31, 2023 and for the nine months then ended have been made.

 

It is suggested that these statements be read in conjunction with the January 31, 2023 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.

 

6

 

 

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 nine-month period ended October 31, 2023, the Company’s controlling stockholder Mr. Jay Hamilton loaned the Company $109,400 to cover the Company’s operating expenses. The loan is unsecured, non-interest bearing and due on demand. During the nine-month period ended October 31, 2022, the Company’s controlling stockholder Mr. Jay Hamilton loaned the Company $68,500 to cover the Company’s operating expenses. As of October 31, 2023 and January 31, 2023, the unpaid balances of the loan to stockholder were $369,184 and $259,784, respectively.

 

The Company has ceased operations and use of the prior office at 16839 Gale Ave., #210, City of Industry, CA 91745 which was solely owned by Mr. Mingyong Huang. The lease ended on November 30, 2022.

 

NOTE 5 – INVENTORY

 

Inventory includes all necessary expenditures and charges directly or indirectly incurred in bringing an article to its existing condition and location, and is stated at the lower of cost or net realizable value and consists of finished goods for resale. Management periodically reviews the inventory for potential obsolescence, slow-moving, or damaged items. The assessment considers various factors, including historical sales trends, market conditions, and the technological advancements. The measurement of inventory reserves, if necessary, is based on a conservative estimate of the reduction in the inventory’s value and the reserves amount is made with management’s judgment.

 

NOTE 6 – ACCOUNTS RECEIVABLE

 

The Company is a wholesale distributor to retail entities and offers payment term of “Net 30” for certain selected transactions. The company uses historical loss information based on the aging of receivables as the basis to determine expected credit losses for receivables and believes that the composition of accounts receivables at this quarter-end is consistent with historical conditions as credit terms and practices and the customer base have not changed significantly.

 

As of October 31, 2023 and January 31, 2023, the ending balance of accounts receivable of the Company totals $130,000 and $0, respectively. The Company’s accounts receivable consists solely of invoices that have not been paid by the Company’s customers.

 

NOTE 7 – SUBSEQUENT EVENT

 

On November 27, 2023, Mr. Jay Hamilton loaned the Company $5,000 to cover the Company’s operating expenses. The loan is unsecured, non-interest bearing and due on demand.

 

As of November 30, 2023, the Company had a bank overdraft balance in the amount of $16,925.44 and a bank account cash balance of $3,074.56. The Company’s management is in the process of seeking additional financial support from its major shareholder.

 

7

 

 

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, except for a series of cosmetic and health supplements development and distribution agreements with various business partners as discussed below, as of the filing of this statement 10-Q, no other 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. On November 18, 2022, we entered into an agreement with Bio Essence Health Science and EZ Field Inc to develop cosmetic products and health supplements. We also established distribution channels through Alta Health Supplies Inc, Tak Ye International Inc and Xin Shi Dai Express. We have generated $178,818 of sales from distribution services since the inception of this business plan.

 

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.

 

8

 

 

RESULTS OF OPERATIONS

 

As of October 31, 2023, we had total assets of $133,278 and total liabilities of $396,087. 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. On November 18, 2022, we entered into an agreement with Bio Essence Health Science and EZ Field Inc to develop cosmetic products and health supplements. We also established distribution channels through Alta Health Supplies Inc, Tak Ye International Inc and Xin Shi Dai Express. We have generated $178,818 of sales from distribution services since the inception of this business plan. Our net income for the three-month period ended October 31, 2023 was $4,345, as compared to a net loss of $17,392 during the three-month period ended October 31, 2022.

 

Three Months Ended October 31, 2023 compared to Three Months Ended October 31, 2022

  

Operating Expenses

 

During the three-month period ended October 31, 2023, we incurred $33,098 in general and administrative expenses compared to $17,392 in the same period of 2022, which represents an increase in the amount of $15,706. 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 income for the three-month period ended October 31, 2023 was $4,345 compared to net loss of $17,392 for the three-month period ended October 31, 2022. The decrease in net loss in the period ended October 31, 2023 in the amount of $21,737 represents a 124.98% decrease over the net loss in the three-month period ended October 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, 2023 and 2022 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, 2023 our current assets were $133,000 compared to $33,624 in current assets as of January 31, 2023. As of October 31, 2023 our total assets were $133,278 compared to $33,902 in total assets as of January 31, 2023. As of October 31, 2023, our current liabilities were $396,087, or an increase in the amount of $136,303 (or 52.47%) compared to $259,784 as of January 31, 2023. As of October 31, 2023, we had loan from stockholder in the total amount of $369,184, or 93.21% 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.

 

As of October 31, 2023 the Company had a bank overdraft in the amount of $10,063. The Company’s management is in the process of seeking additional financial support from its major shareholder.

 

Total stockholders’ deficit was $262,809 as of October 31, 2023, compared to $225,882 as of January 31, 2023, representing an increase in the amount of $36,927. 

 

9

 

 

Cash Flows from Operating Activities

 

For the nine months ended October 31, 2023, net cash used by operating activities was $141,010, consisting of (a) net loss of $36,927, (b) a decrease in advance to supplier for $9,077, (c) an increase in accrued expense for $6,000, (d) an increase in accounts payable for $10,840, and (e) an increase in accounts receivable for $130,000.

 

For the nine months ended October 31, 2022, net cash used by operating activities was $70,361, consisting of (a) net loss of $65,861, (b) a decrease in accounts payable for $2,500 and (c) a decrease in accrued expense for $2,000.

 

Cash Flows from Investing Activities

 

Cash flows used in investing activities for the nine months ended October 31, 2023 and 2022 were $0 and $0, respectively.

 

Cash Flows from Financing Activities

 

Cash flows provided by financing activities for the nine months ended October 31, 2023 and 2022 were $119,463 and $68,500, respectively. We were able to borrow an additional $109,400 loan from our major stockholder in the nine-month period ended October 31, 2023 to pay operating expenses. Besides additional loan from stockholder, an outstanding check in the amount of $20,000 created a bank overdraft balance in our bank account as of October 31, 2023 for $10,063.

 

We were able to borrow an additional $22,400 loan from our major stockholder in the quarter ended October 31, 2023 to pay operating expenses during the nine months ended October 31, 2023.

 

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, 2023, we had a working capital deficit in the amount of $263,087.

 

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.

 

10

 

 

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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2023. Based on that evaluation, our management concluded that as a result of material weaknesses related to lack of segregation of duties and multiple levels of review over the financial reporting process, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended October 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

11

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No unregistered shares were sold during the nine-month period ended October 31, 2023.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during nine-month period ended October 31, 2023.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibits:

 

31.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1   Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2   Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

12

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ARION GROUP CORP.
   
Dated: December 21, 2023 By:  /s/ Jay Hamilton
    Jay Hamilton,
    President and Chief Executive Officer

 

Dated: December 21, 2023 By:  /s/ Brenda Bin Wang
    Brenda Bin Wang,
    Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name   Title   Date
         
/s/ Jay Hamilton   President and Chief Executive Officer   December 21, 2023
Jay Hamilton        

 

 

13

 

 

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Exhibit 31.1

 

CERTIFICATION

 

I, Jay Hamilton, President and Chief Executive Officer of ARION GROUP CORP., certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of ARION GROUP CORP.;

 

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by annual report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and

 

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 21, 2023  
   
/s/ Jay Hamilton  
Jay Hamilton, President and  
Chief Executive Officer  

 

 

Exhibit 31.2

 

CERTIFICATION

 

I, Brenda Bin Wang, Chief Financial Officer of ARION GROUP CORP., certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of ARION GROUP CORP.;

 

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by annual report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

c)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and

 

d)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 21, 2023  
   
/s/ Brenda Bin Wang  
Brenda Bin Wang,  
Chief Financial Officer  

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of ARION GROUP CORP. (the “Company”) on Form 10-Q for the period ended July 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 21, 2023  
   
/s/ Jay Hamilton  
Jay Hamilton, President and  
Chief Executive Officer  

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of ARION GROUP CORP. (the “Company”) on Form 10-Q for the period ended July 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 21, 2023  
   
/s/ Brenda Bin Wang  
Brenda Bin Wang,  
Chief Financial Officer  

 

v3.23.4
Document And Entity Information - shares
 9 Months Ended
Oct. 31, 2023
Dec. 21, 2023
Document Information Line Items    
Entity Registrant Name ARION GROUP CORP.  
Trading Symbol ARGC  
Document Type 10-Q  
Current Fiscal Year End Date --01-31  
Entity Common Stock, Shares Outstanding   7,630,000
Amendment Flag false  
Entity Central Index Key 0001698702  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Oct. 31, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 333-216895  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 35-2577375  
Entity Address, Address Line One 11268 Rush St.  
Entity Address, City or Town South El Monte  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 91733  
City Area Code (888)  
Local Phone Number 991-6839  
Entity Interactive Data Current No  
Title of 12(b) Security Common Stock, $.001 par value  
Security Exchange Name NONE  
v3.23.4
Balance Sheets - USD ($)
Oct. 31, 2023
Jan. 31, 2023
Current Assets    
Cash and cash equivalents $ 21,547
Accounts receivable 130,000
Advance to supplier 9,077
Security deposit 3,000 3,000
Total Current Assets 133,000 33,624
Property and equipment, net 278 278
Total Assets 133,278 33,902
Current Liabilities    
Bank overdraft 10,063
Accounts payable 10,840
Accrued expense 6,000
Loan from stockholder 369,184 259,784
Total Current Liabilities 396,087 259,784
Total Liabilities 396,087 259,784
Stockholders’ Deficit    
Common stock, $0.001 par value, 75,000,000 shares authorized; 7,630,000 shares issued and outstanding as of October 31 and January 31, 2023 7,630 7,630
Additional paid-in capital 91,102 91,102
Accumulated deficit (361,541) (324,614)
Total Stockholders’ Deficit (262,809) (225,882)
Total Liabilities and Stockholders’ Deficit $ 133,278 $ 33,902
v3.23.4
Balance Sheets (Parentheticals) - $ / shares
Oct. 31, 2023
Jan. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 75,000,000 75,000,000
Common stock, shares issued 7,630,000 7,630,000
Common stock, shares outstanding 7,630,000 7,630,000
v3.23.4
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Income Statement [Abstract]        
Revenue $ 75,000 $ 158,000
Cost of Goods Sold 37,557 81,078
Gross Profit 37,443 76,922
Operating Expenses        
General and administrative expenses 33,098 17,392 113,049 65,061
Total Operating Expenses 33,098 17,392 113,049 65,061
Income/(Loss) from Operations 4,345 (17,392) (36,127) (65,061)
Income/(Loss) Before Income Taxes 4,345 (17,392) (36,127) (65,061)
Provision for Income Taxes        
Income tax expense 800 800
Net Income/(Loss) $ 4,345 $ (17,392) $ (36,927) $ (65,861)
Weighted Average Number of Common Shares Outstanding:        
Basic (in Shares) 7,630,000 7,630,000 7,630,000 7,630,000
Income/(Loss) Per Common Share:        
Basic (in Dollars per share) $ 0 $ 0 $ 0 $ (0.01)
v3.23.4
Statements of Operations (Unaudited) (Parentheticals) - $ / shares
 3 Months Ended 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Income Statement [Abstract]        
Diluted 7,630,000 7,630,000 7,630,000 7,630,000
Diluted $ 0.00 $ 0.00 $ (0.01) $ (0.01)
v3.23.4
Statements of Changes in Stockholders’ Deficit - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Balance beginning at Jan. 31, 2022 $ 7,630 $ 91,102 $ (242,691) $ (143,959)
Balance beginning (in Shares) at Jan. 31, 2022 7,630,000      
Net income (loss) for the period     (21,215) (21,215)
Balance ending at Apr. 30, 2022 $ 7,630 91,102 (263,906) (165,174)
Balance ending (in Shares) at Apr. 30, 2022 7,630,000      
Balance beginning at Jan. 31, 2022 $ 7,630 91,102 (242,691) (143,959)
Balance beginning (in Shares) at Jan. 31, 2022 7,630,000      
Net income (loss) for the period       (65,861)
Balance ending at Oct. 31, 2022 $ 7,630 91,102 (308,552) (209,820)
Balance ending (in Shares) at Oct. 31, 2022 7,630,000      
Balance beginning at Apr. 30, 2022 $ 7,630 91,102 (263,906) (165,174)
Balance beginning (in Shares) at Apr. 30, 2022 7,630,000      
Net income (loss) for the period     (27,254) (27,254)
Balance ending at Jul. 31, 2022 $ 7,630 91,102 (291,160) (192,428)
Balance ending (in Shares) at Jul. 31, 2022 7,630,000      
Net income (loss) for the period     (17,392) (17,392)
Balance ending at Oct. 31, 2022 $ 7,630 91,102 (308,552) (209,820)
Balance ending (in Shares) at Oct. 31, 2022 7,630,000      
Balance beginning at Jan. 31, 2023 $ 7,630 91,102 (324,614) $ (225,882)
Balance beginning (in Shares) at Jan. 31, 2023 7,630,000     7,630,000
Net income (loss) for the period     (34,637) $ (34,637)
Balance ending at Apr. 30, 2023 $ 7,630 91,102 (359,251) (260,519)
Balance ending (in Shares) at Apr. 30, 2023 7,630,000      
Balance beginning at Jan. 31, 2023 $ 7,630 91,102 (324,614) $ (225,882)
Balance beginning (in Shares) at Jan. 31, 2023 7,630,000     7,630,000
Net income (loss) for the period       $ (36,927)
Balance ending at Oct. 31, 2023 $ 7,630 91,102 (361,541) $ (262,809)
Balance ending (in Shares) at Oct. 31, 2023 7,630,000     7,630,000
Balance beginning at Apr. 30, 2023 $ 7,630 91,102 (359,251) $ (260,519)
Balance beginning (in Shares) at Apr. 30, 2023 7,630,000      
Net income (loss) for the period     (6,635) (6,635)
Balance ending at Jul. 31, 2023 $ 7,630 91,102 (365,886) (267,154)
Balance ending (in Shares) at Jul. 31, 2023 7,630,000      
Net income (loss) for the period     4,345 4,345
Balance ending at Oct. 31, 2023 $ 7,630 $ 91,102 $ (361,541) $ (262,809)
Balance ending (in Shares) at Oct. 31, 2023 7,630,000     7,630,000
v3.23.4
Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Statement of Cash Flows [Abstract]    
Net loss $ (36,927) $ (65,861)
Changes in operating assets and liabilities    
Accounts receivable (130,000)
Accounts payable 10,840 (2,500)
Accrued expense 6,000 (2,000)
Advance to supplier 9,077
Net cash used in operating activities (141,010) (70,361)
Financing Activities    
Bank overdraft 10,063
Proceeds of loan from stockholder 109,400 68,500
Net cash provided by financing activities 119,463 68,500
Net decrease in cash and cash equivalents (21,547) (1,861)
Cash and equivalents at beginning of the period 21,547 3,863
Cash and equivalents at end of the period 2,002
Cash paid for:    
Interest
Taxes $ 800 $ 800
v3.23.4
Organization and Business
 9 Months Ended
Oct. 31, 2023
Organization and Business [Abstract]  
ORGANIZATION AND BUSINESS

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.

 

On November 1, 2022 and November 4, 2022, the Company entered into an agreement with EZ Field Inc and Alta Health Supplies Inc, respectively. The agreements set forth the exclusive terms and conditions for the Company to acquire and sell health supplements from and to these parties. On November 18, 2022, we entered into an agreement with Bio Essence Health Science to develop cosmetic products and health supplements. We also established distribution channels through Tak Ye International Inc and Xin Shi Dai Express. We have generated $178,818 of sales from distribution services since the inception of this business plan.
v3.23.4
Going Concern
 9 Months Ended
Oct. 31, 2023
Going Concern [Abstract]  
GOING CONCERN

NOTE 2 – GOING CONCERN

 

The Company’s financial statements as of and for the three months ended October 31, 2023 have been prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) 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 has continuingly incurred recurring losses, with the exception of the current quarter ended on October 31, 2023, in which the Company generated a net income of $4,345. The Company had a working capital deficit as of October 31, 2023. 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.
v3.23.4
Summary of Significant Accounting Policies
 9 Months Ended
Oct. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation  

 

The balance sheet as of October 31, 2023, the statements of operations, changes in stockholders’ deficit and cash flows for the three and nine months ended October 31, 2023 and 2022 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 nine months ended October 31, 2023 are not necessarily indicative of results expected for the full year ending January 31, 2024. 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 October 31, 2023 and for the nine months then ended have been made.

 

It is suggested that these statements be read in conjunction with the January 31, 2023 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.
v3.23.4
Related Party Transactions
 9 Months Ended
Oct. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

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 nine-month period ended October 31, 2023, the Company’s controlling stockholder Mr. Jay Hamilton loaned the Company $109,400 to cover the Company’s operating expenses. The loan is unsecured, non-interest bearing and due on demand. During the nine-month period ended October 31, 2022, the Company’s controlling stockholder Mr. Jay Hamilton loaned the Company $68,500 to cover the Company’s operating expenses. As of October 31, 2023 and January 31, 2023, the unpaid balances of the loan to stockholder were $369,184 and $259,784, respectively.

 

The Company has ceased operations and use of the prior office at 16839 Gale Ave., #210, City of Industry, CA 91745 which was solely owned by Mr. Mingyong Huang. The lease ended on November 30, 2022.
v3.23.4
Inventory
 9 Months Ended
Oct. 31, 2023
Inventory [Abstract]  
INVENTORY

NOTE 5 – INVENTORY

 

Inventory includes all necessary expenditures and charges directly or indirectly incurred in bringing an article to its existing condition and location, and is stated at the lower of cost or net realizable value and consists of finished goods for resale. Management periodically reviews the inventory for potential obsolescence, slow-moving, or damaged items. The assessment considers various factors, including historical sales trends, market conditions, and the technological advancements. The measurement of inventory reserves, if necessary, is based on a conservative estimate of the reduction in the inventory’s value and the reserves amount is made with management’s judgment.
v3.23.4
Accounts Receivable
 9 Months Ended
Oct. 31, 2023
Accounts Receivable [Abstract]  
ACCOUNTS RECEIVABLE

NOTE 6 – ACCOUNTS RECEIVABLE

 

The Company is a wholesale distributor to retail entities and offers payment term of “Net 30” for certain selected transactions. The company uses historical loss information based on the aging of receivables as the basis to determine expected credit losses for receivables and believes that the composition of accounts receivables at this quarter-end is consistent with historical conditions as credit terms and practices and the customer base have not changed significantly.

 

As of October 31, 2023 and January 31, 2023, the ending balance of accounts receivable of the Company totals $130,000 and $0, respectively. The Company’s accounts receivable consists solely of invoices that have not been paid by the Company’s customers.
v3.23.4
Subsequent Event
 9 Months Ended
Oct. 31, 2023
Subsequent Event [Abstract]  
SUBSEQUENT EVENT

NOTE 7 – SUBSEQUENT EVENT

 

On November 27, 2023, Mr. Jay Hamilton loaned the Company $5,000 to cover the Company’s operating expenses. The loan is unsecured, non-interest bearing and due on demand.

 

As of November 30, 2023, the Company had a bank overdraft balance in the amount of $16,925.44 and a bank account cash balance of $3,074.56. The Company’s management is in the process of seeking additional financial support from its major shareholder.
v3.23.4
Accounting Policies, by Policy (Policies)
 9 Months Ended
Oct. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation  

The balance sheet as of October 31, 2023, the statements of operations, changes in stockholders’ deficit and cash flows for the three and nine months ended October 31, 2023 and 2022 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 nine months ended October 31, 2023 are not necessarily indicative of results expected for the full year ending January 31, 2024. 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 October 31, 2023 and for the nine months then ended have been made.

It is suggested that these statements be read in conjunction with the January 31, 2023 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

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

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.
v3.23.4
Organization and Business (Details) - USD ($)
 1 Months Ended 9 Months Ended
Jun. 03, 2020
Nov. 21, 2018
Oct. 31, 2023
Organization and Business (Details) [Line Items]      
Sales from distribution services     $ 178,818
Mr. Mingyong Huang [Member]      
Organization and Business (Details) [Line Items]      
Share of common stock 5,000,000 5,000,000  
Percentage of issued and outstanding shares   65.53%  
Ms. Kriukova [Member]      
Organization and Business (Details) [Line Items]      
Cash and inventory   $ 2,663  
v3.23.4
Going Concern (Details) - USD ($)
 3 Months Ended 4 Months Ended 9 Months Ended
Oct. 31, 2023
Jul. 31, 2023
Apr. 30, 2023
Oct. 31, 2022
Jul. 31, 2022
Apr. 30, 2022
Oct. 31, 2023
Oct. 31, 2023
Oct. 31, 2022
Going Concern [Abstract]                  
Net income $ 4,345 $ (6,635) $ (34,637) $ (17,392) $ (27,254) $ (21,215) $ 4,345 $ (36,927) $ (65,861)
v3.23.4
Related Party Transactions (Details) - USD ($)
 9 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Jan. 31, 2023
Related Party Transactions [Abstract]      
Loaned amount $ 109,400 $ 68,500  
Loan to stockholder $ 369,184   $ 259,784
v3.23.4
Accounts Receivable (Details) - USD ($)
Oct. 31, 2023
Jan. 31, 2023
Accounts Receivable [Abstract]    
Accounts receivable $ 130,000
v3.23.4
Subsequent Event (Details) - Subsequent Event [Member] - USD ($)
Nov. 27, 2023
Nov. 30, 2023
Subsequent Event [Line Items]    
Bank overdraft balance   $ 16,925.44
Bank account cash balance   $ 3,074.56
Mr. Jay Hamilton [Member]    
Subsequent Event [Line Items]    
Operating expenses $ 5,000  
Arion (CE) (USOTC:ARGC)
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