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ARGC Arion

Filed: 18 May 21, 12:43pm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended January 31, 2021

 

☐ 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
Incorporation or Organization)
 IRS Employer
Identification Number
 Primary Standard Industrial
Classification Code Number

 

Arion Group Corp.

16839 Gale Ave., #210

City of Industry, CA 91745

(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 check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒   No ☐

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 filerAccelerated filer
Non-accelerated filerSmaller 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, $0.001 par value ARGC OTC Markets

 

As of May 18, 2021, 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 May 18, 2021. 

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I
     
ITEM 1 DESCRIPTION OF BUSINESS 1
     
ITEM 1A RISK FACTORS 2
     
ITEM 1B UNRESOLVED STAFF COMMENTS 2
     
ITEM 2 PROPERTIES 2
     
ITEM 3 LEGAL PROCEEDINGS 2
     
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 2
     
PART II
     
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 3
     
ITEM 6 SELECTED FINANCIAL DATA 4
     
ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS 4
     
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6
     
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 7
     
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 8
     
ITEM 9A CONTROLS AND PROCEDURES 8
     
ITEM 9B OTHER INFORMATION 9
     
PART III
     
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT 10
     
ITEM 11 EXECUTIVE COMPENSATION 11
     
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 12
     
ITEM 13 CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 12
     
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES 12
     
PART IV
     
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 13

 

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PART I

 

ITEM 1. DESCRIPTION OF BUSINESS

 

FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean ARION GROUP CORP., unless otherwise indicated.

 

All dollar amounts refer to US dollars unless otherwise indicated.

 

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-K, 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 Stock Purchase Agreement dated November 21, 2018 (the “2018 SPA”) and other related agreements, Ms. 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 2018 SPA on November 21, 2018.

 

On May 5, 2020, Mr. Hui Song, a former member of the Board of Directors of the Company, resigned as a director. On June 3, 2020, Mr. Mingyong Huang entered into another Stock Purchase Agreement (the “2020 SPA”), pursuant to which Mr. Huang sold all of his 5,000,000 shares of the Company’s common stock to Mr. Jay Hamilton, who becomes the Company’s majority and controlling stockholder. On June 4, 2020, Ms. Maria Itzel Torres Siegrist resigned as Secretary of the Company. In connection with the change of control as of June 17, 2020 the Board appointed Mr. Hamilton to the Company’s Board of Directors. Also, as of June 17, 2020, the Board appointed Mr. Hamilton as President/CEO and Ms. Brenda Bin Wang as CFO and Mr. Huang as Secretary. Mr. Huang remains a director of the Company.

 

Prior to November 21, 2018, we distributed an assortment of cedar phyto barrels in the USA and Europe. Our products were offered at prices marked-up from 80% to 100% of our cost. Our customers were asked to pay us 100% in advance. We filled placed orders and supplied the products within a period of thirty days (30) days or less following receipt of any written order. Customers were responsible for the custom duties, taxes, insurance or any other additional charges that might incur. The business of distribution of cedar phyto barrels was discontinued after November 21, 2018.

 

Since the change of control on November 21, 2018, we have changed our business plan to focus on medical & health care industry, including consulting services provided to third parties for planning, design and compliance of cannabis cultivation in the USA. However, as of January 31, 2021, we have not generated additional revenue since the year ended January 31, 2020, whereby $6,000 of revenue was generated from consulting services.

 

The Company’s financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and are expressed in the U.S. dollars. The Company’s fiscal year end is January 31.

 

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ITEM 1A. RISK FACTORS

 

Not applicable.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

The Company is located at a warehouse-office solely owned by Mr. Mingyong Huang, the Company’s Secretary and former major stockholder.

 

ITEM 3. LEGAL PROCEEDINGS

 

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No report required.

 

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PART II

 

ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS

 

MARKET INFORMATION

 

As of May 18, 2021, 7,630,000 shares were issued and outstanding, of which 5,000,000 shares (65.53% of total issued and outstanding shares) were held by a total of (1) stockholder of record.

 

The Company’s common stock, par value, $0.001 per share (“Common Stock”) currently has limited trading on the Over the Counter Bulletin Board (“OTCQB”) under the symbol “ARGC”. Since the stock began trading there has been only limited trading. The following table sets forth, for the period indicated, the range of high and low closing “Bid” prices reported by the OTCQB. Such quotations represent prices between dealers and may not include markups, markdowns, or commissions and may not necessarily represent actual transactions.

 

  High Bid  Low Bid 
Fiscal Year Ended January 31, 2020 $1.80  $0.28 
February 1 through April 30, 2020 $0.27  $0.22 
May 1 through July 31, 2020 $1.50  $1.50 
August 1 through October 31, 2020 $1.50  $1.50 
November 1, 2020 through January 31, 2021 $1.80  $1.80 
February 1 through April 30, 2021 $[2.50]  $[2.50] 
May 1, 2021 through May 18, 2021 $   $  

  

PENNY STOCK CONSIDERATIONS

 

The trading of our common stock is deemed to be “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus are subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

 

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

 

 Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

 

 Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

 

 Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and

 

 Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock in the market place. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.

 

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STOCKHOLDERS

 

As of the date of this Report, we had approximately 37 stockholders of record of our common stock. This figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listings maintained by depositories.

 

DIVIDENDS

 

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

We currently do not have any equity compensation plans.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not Applicable.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

 

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

RESULTS OF OPERATIONS

 

As of January 31, 2021, we had total assets of $20,172 and total liabilities of $91,501. 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 January 31, 2021, and for the year then ended, we have not entered into any definitive agreement in connection with the business plan. Our net loss for the fiscal year ended January 31, 2021 was $72,046, as compared to a net loss of $53,771 during the fiscal year ended January 31, 2020.

 

Year ended January 31, 2021 compared to the year ended January 31, 2020

 

Revenue

 

During the year ended January 31, 2021, the Company generated $0 in consulting service revenue compared to $6,000 in consulting service revenue for the year ended January 31, 2020. There were no sales of any product in years ended January 31, 2021 and 2020.

 

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Operating Expenses

 

During the year ended January 31, 2021, we incurred total general and administrative expenses of $71,246 which is an increase for $12,275 compared to $58,971 for the year ended January 31, 2020. 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 year ended January 31, 2021 was $72,046, compared to net loss of $53,771 for the year ended January 31, 2020. The increase in net loss in the year ended January 31, 2020 in the amount of $18,275 represents a 33.99% increase over the net loss in the previous year.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs. This raises substantial doubt about its ability to continue as a going concern.

 

Our independent auditor’s report accompanying our January 31, 2021 and 2020 audited financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. These financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. This assumption may, however, not hold true for a variety of reasons, many of which are out of our control.

 

As at January 31, 2021 our current assets were $19,894 compared to $5,999 in current assets at January 31, 2020. As at January 31, 2021, our total assets were $20,172 compared to $6,277 in total assets at January 31, 2020. As at January 31, 2021, our current liabilities were $91,501, or an increase in the amount of $18,509 (or 25.36%) compared to $72,992 as of January 31, 2020. As of January 31, 2021, we had loan from stockholder in the total amount of $80,001, or 87.43% 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 $71,329 as of January 31, 2021, compared to $66,715 as of January 31, 2020, representing an increase in the amount of $4,614.

 

Cash Flows from Operating Activities

 

For the year ended January 31, 2021, net cash used by operating activities was $73,106, consisting of net loss of $72,046, a decrease in accounts payable of $5,560, and an increase in accrued expense of $4,500.

 

For the year ended January 31, 2020, net cash used by operating activities was $43,091, consisting of net loss of $53,771, depreciation expenses of $232, and an increase in accounts payable of $10,448.

 

Cash Flows from Investing Activities

 

Cash flows used in investing activities during years ended January 31, 2021 and 2020 were $0 and $0, respectively.

 

Cash Flows from Financing Activities

 

Cash flows provided by financing activities during the year ended January 31, 2021 was $87,001. We borrowed a total of $90,001 loan from our former stockholder and major stockholder for general business operations. The Company also repaid $3,000 of loan to the former stockholder during the year.

 

Cash flows provided by financing activities during year ended January 31, 2020 were $40,000. We borrowed a total of $40,000 loan from our former and major stockholder for general business operations.

 

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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 January 31, 2021, we had a working capital deficit in the amount of $71,607.

 

We also intend to finance our operating expenses and business development costs with further issuances of securities and debt issuances. Additional issuances of equity or convertible debt securities will result in dilution to our current stockholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

MATERIAL COMMITMENTS

 

As of the date of this Annual 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 Annual 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.

 

ITEM 7A. 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.

 

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1
BALANCE SHEETS AS OF JANUARY 31, 2021 AND JANUARY 31, 2020 F-2
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JANUARY 31, 2021 AND 2020 F-3
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED JANUARY 31, 2021 AND 2020 F-4
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JANUARY 31, 2021 AND 2020 F-5
NOTES TO THE FINANCIAL STATEMENTS F-6 - F-10

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of

Arion Group Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Arion Group Corp. (the “Company”) as of January 31, 2021 and 2020, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Matter

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ MaloneBailey, LLP

 

www.malonebailey.com

 

We have served as the Company’s auditor since 2017.

 

Houston, Texas

May 18, 2021

 

F-1

 

 

ARION GROUP CORP.

BALANCE SHEETS

 

  January 31,
2021
  

January 31,

2020

 
ASSETS        
Current Assets        
Cash and cash equivalents $19,894  $5,999 
Total Current Assets  19,894   5,999 
         
Property and equipment, net  278   278 
         
Total Assets $20,172  $6,277 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current Liabilities        
Accounts payable $7,000  $12,560 
Accrued expense  4,500   - 
Loan from stockholder  80,001   60,432 
Total Current Liabilities  91,501   72,992 
         
Total Liabilities  91,501   72,992 
         
Stockholders’ Deficit        
Common stock, $0.001 par value, 75,000,000 shares authorized; 7,630,000 shares issued and outstanding  7,630   7,630 
Additional paid-in capital  91,102   23,670 
Accumulated deficit  (170,061)  (98,015)
Total Stockholders’ Deficit  (71,329)  (66,715)
         
Total Liabilities and Stockholders’ Deficit $20,172  $6,277 

 

The accompanying notes are an integral part of these financial statements.

 

F-2

 

 

ARION GROUP CORP.

STATEMENTS OF OPERATIONS

 

  Year Ended  Year Ended 
  

January 31,

2021

  January 31,
2020
 
Revenue $-  $6,000 
         
Operating Expenses        
General and administrative expenses  71,246   58,971 
Total Operating Expenses  71,246   58,971 
Loss from Operations  (71,246)  (52,971)
         
Loss Before Income Taxes  (71,246)  (52,971)
         
Provision for Income Taxes        
Income tax expense  800   800 
         
Net Loss $(72,046) $(53,771)
         
Weighted average number of common shares outstanding:        
Basic and Diluted  7,630,000   7,630,000 
         
Loss per common share:        
Basic and Diluted $(0.01) $(0.01)

 

The accompanying notes are an integral part of these financial statements.

 

F-3

 

 

ARION GROUP CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JANUARY 31, 2021 AND 2020

 

  Number of     Additional       
  Common     Paid-in  Accumulated    
  Shares  Amount  Capital  Deficit  Total 
Balances as of January 31, 2019  7,630,000  $7,630  $23,670  $(44,244) $(12,944)
                     
Net loss for the year  -   -   -   (53,771)  (53,771)
                     
Balances as of January 31, 2020  7,630,000   7,630   23,670   (98,015)  (66,715)
                     
Capital contribution due to forgiveness of debt from former stockholder  -   -   67,432   -   67,432 
                     
Net loss for the year  -   -   -   (72,046)  (72,046)
                     
Balances as of January 31, 2021  7,630,000  $7,630  $91,102  $(170,061) $(71,329)

 

The accompanying notes are an integral part of these financial statements.

 

F-4

 

 

ARION GROUP CORP.

STATEMENTS OF CASH FLOWS

 

  Year Ended  Year Ended 
  January 31,
2021
  January 31,
2020
 
Operating Activities        
Net loss $(72,046) $(53,771)
Adjustment to reconcile net loss to net cash used in operating activities        
Depreciation expense  -   232 
Changes in operating assets and liabilities        
Accounts payable  (5,560)  10,448 
Accrued expense  4,500   - 
Net cash used in operating activities  (73,106)  (43,091)
         
Financing Activities        
Repayment of loan from stockholder  (3,000)  - 
Proceeds of loan from stockholder  90,001   40,000 
Net cash provided by financing activities  87,001   40,000 
         
Net increase (decrease) in cash and cash equivalents $13,895  $(3,091)
Cash and cash equivalents at beginning of the year  5,999   9,090 
Cash and cash equivalents at end of the year $19,894  $5,999 
         
Supplemental cash flow information:        
Cash paid for:        
Interest $-  $- 
Taxes $800  $800 
         
Significant noncash transactions:        
Capital contribution due to forgiveness of debt from former stockholder $67,432  $- 

 

The accompanying notes are an integral part of these financial statements.

 

F-5

 

 

ARION GROUP CORP.

NOTES TO THE FINANCIAL STATEMENTS

JANUARY 31, 2021 AND 2020

 

NOTE 1 – ORGANIZATION AND BUSINESS

 

ARION GROUP CORP. (“we”, “our”, the “Company”) is a corporation established under the corporation laws in the State of Nevada on November 7, 2016. The Company has adopted January 31 as its fiscal year end.

 

On November 21, 2018, a change in control of the Company occurred, pursuant to which Mr. Mingyong Huang acquired a total of 5,000,000 shares of the Company’s common stock (or approximately 65.53% of the total issued and outstanding shares of the Company as of the date of acquisition) from Ms. Nataliia Kriukova, a former principal stockholder of the Company. Pursuant to the Stock Purchase Agreement (the “SPA”) and other related agreements, Ms. Kriukova resigned from all management and Board positions. The Company also paid off stockholder loan owed to Ms. Kriukova in the amount of $2,663 with cash and inventory on hand pursuant to the SPA on November 21, 2018.

 

On May 5, 2020, Mr. Hui Song, a former member of the Board of Directors of the Company, resigned as a director. On June 3, 2020, Mr. Mingyong Huang entered into another Stock Purchase Agreement (the “2020 SPA”), pursuant to which Mr. Huang sold all of his 5,000,000 shares of the Company’s common stock to Mr. Jay Hamilton, who becomes the Company’s majority and controlling stockholder. On June 4, 2020, Ms. Maria Itzel Torres Siegrist resigned as Secretary of the Company. In connection with the change of control as of June 17, 2020 the Board appointed Mr. Hamilton to the Company’s Board of Directors. Also, on June 17, 2020, the Board appointed Mr. Hamilton as President/CEO and Ms. Brenda Bin Wang as CFO and Mr. Huang as Secretary. Mr. Huang remains a director of the Company.

 

Prior to November 21, 2018, we distributed an assortment of cedar phyto barrels in the USA and Europe. The business of distribution of cedar phyto barrels was discontinued after November 21, 2018. We have classified the results of the cedar phyto barrels business as discontinued operations in our financial statements. We are currently a start-up company exploring various manufacturing and distribution business opportunities in the dietary ingredient and nutritional supplement industry. However, as of the filling date, no definitive agreement has been entered into in connection with our business plan related to the above targeted industry.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements as of and for the year ended January 31, 2021 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, incurred a net loss in fiscal year 2021 and has a working capital deficit as of January 31, 2021. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

F-6

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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. Significant estimates and assumptions by management include, among others, going concern and income taxes including the valuation allowance for deferred tax assets. 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.

 

Related Parties Transactions

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Related parties may be individuals or corporate entities.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company recognizes the tax effects of uncertain tax positions only if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. The Company has not identified any material uncertain tax positions and recognizes interest and penalties in income tax expense, if applicable.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are maintained with financial institutions. Deposits held with banks may exceed the federally insured limits. These deposits are maintained with reputable financial institutions and are redeemable upon demand. We have not experienced any losses in such accounts.

 

Earnings (Loss) Per Share

 

Basic earnings per common share is computed by dividing net earnings attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted average number of common stock outstanding and dilutive potential common stock during the period.

 

F-7

 

 

Revenue Recognition

 

We have adopted Accounting Standards Update No. 2014-09 (Topic 606, or ASC 606) “Revenue from Contracts with Customers” and related amendments. ASC 606’s core principle is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring good or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes revenue over time based on the transfer of control of the promised goods or services to the customer. This transfer occurs over time when the Company has an enforceable right to payment for performance completed to date, and our performance does not create an asset that has an alternative use to the Company. Otherwise, control to the promised goods or services transfers to customers at a point in time.

 

Property and Equipment and Depreciation Policy

 

Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years.

 

Long-Lived Assets

 

The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that and asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value.

 

New Accounting Pronouncements

 

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

The Company may rely on advances from related parties in support of the Company’s efforts and cash requirements until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

 

During the year ended January 31, 2021, the Company’s controlling stockholder Mr. Jay Hamilton loaned the Company $80,001 and the Company’s former controlling stockholder Mr. Mingyong Huang loaned the Company $10,000 to cover the Company’s operating expenses. The loans are unsecured, non-interest bearing and due on demand. On June 3, 2020, in connection with the sale of his shares of the Company, Mr. Huang agreed to forgive $67,432 he had previously loaned to the Company. The Company has recorded the amount of loan forgiven by Mr. Huang as capital contribution due to forgiveness of debt from former stockholder as of January 31, 2021. On July 16, 2020, the Company repaid the entire remaining balance of $3,000 to Mr. Huang. As of January 31, 2021, the total outstanding balance of loan from stockholder was $80,001.

 

During the year ended January 31, 2020, the Company’s major and former stockholder Mr. Mingyong Huang loaned the Company $40,000 to cover the Company’s operating expenses. As of January 31, 2020, the amount outstanding was $60,432. The loan is non-interest bearing, unsecured, and is due upon demand.

 

The Company’s office at 16839 Gale Ave., #210, City of Industry, CA 91745 is a warehouse-office solely owned by Mr. Mingyong Huang. Given that the Company had only minimal operations as of January 31, 2021, Mr. Huang does not charge the Company any fee for using the office at this time.

 

F-8

 

 

NOTE 5 – INCOME TAXES

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

Arion Group Corp. was registered in the State of Nevada and has been subject to the tax laws of the United States of America and, beginning in January 2019, the state of California, where the Company’s executive office is now located. The federal corporate statutory tax rate of 21% is effective January 1, 2018. California’s statutory tax rate is 8.84%. The Company’s income tax returns have not been audited by U.S. Internal Revenue Service and any state tax authorities and all of its tax returns for prior years, including the initial tax year ended January 31, 2017, could be subject to examination. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner inconsistent with its expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

 

The provision for income taxes consists of the following:

 

  Year Ended  Year Ended 
  January 31  January 31 
  2021  2020 
Current        
Federal $-  $- 
State  800   800 
Deferred        
Federal  -   - 
State  -   - 
Income Tax Provisions $800  $800 

 

The reconciliation of the difference between the Company’s statutory tax rates and effective tax rates for the years ended January 31, 2021 and 2020 consists of the following:

 

  Year Ended  Year Ended 
  January 31  January 31 
  2021  2020 
Loss before Income Taxes $(71,246) $(52,971)
Provision for Income Taxes  800   800 
Effective Tax Rate  (1.12)%  (1.51)%
         
Reconciliation of Statutory Tax Rates to Effective Tax Rates        
Federal Statutory Rate  21.00%  21.00%
State Statutory Rate  8.84%  8.84%
Total Statutory Rates  29.84%  29.84%
Less: Valuation Allowance  (29.84)%  (29.84)%
Add: CA State Minimum Tax  (1.12)%  (1.51)%
Effective Tax Rate  (1.12)%  (1.51)%

 

F-9

 

 

As of January 31, 2021, the Company had net operating loss (“NOL”) carry forwards of approximately $170,870 and $169,270 for Federal and California state income tax purposes that may be available to reduce future years’ taxable income. The U.S. Congress enacted the CARES Act in March 2020 with provisions providing tax reliefs to businesses and individuals, including a new rule to allow federal NOL carryback to each of the five taxable years in which the NOL arises. As of January 31, 2021, California has temporarily suspended NOL carryback but generally allows the NOL to be carried forward for 20 years. As of January 31, 2021, all of the $170,870 of Federal NOL is carried forward indefinitely, while the $169,270 California NOL is being carried forward into the next 20 years and will start expiring on January 31, 2038 if not fully utilized. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a 100% valuation allowance.

 

  Year Ended  Year Ended 
  January 31  January 31 
  2021  2020 
Deferred tax assets:        
Net operating loss carryforward $47,816  $27,589 
Valuation allowance  (47,816)  (27,589)
Net deferred tax assets $-  $- 

 

NOTE 6 – SUBSEQUENT EVENT

 

On May 4, 2021, Mr. Jay Hamilton loaned the Company $10,000 to cover the Company’s operating expenses. The loans are unsecured, non-interest bearing and due on demand.

 

F-10

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

 

 Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions;

 

 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

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 January 31, 2021. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification of material weaknesses in our internal control over financial reporting which are described below.

 

Management’s Reports on Internal Control Over Financial Reporting

 

Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2021. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that that our internal control over financial reporting was not effective as of January 31, 2021. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

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We had the following material weaknesses at January 31, 2021:

 

 We have a lack of proper segregation of duties. Management is dominated by a single individual without adequate compensating controls.

 

 Our internal control structure lacks multiple levels of review and oversight.

 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report.

 

Changes in Internal Controls over Financial Reporting

 

There was no change in our internal control over financial reporting during the fiscal quarter ended January 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY

 

Name and Address of Executive
Officer and/or Director
 Age Position
Jay Hamilton
16839 Gale Ave. #210
City of Industry, California 91748
 62 Director and President/CEO
Brenda Bin Wang
16839 Gale Ave. #210
City of Industry, California 91748
 62 CFO
Mingyong Huang
16839 Gale Ave. #210
City of Industry, California 91748
 44 Secretary
Hui Song
16839 Gale Ave. #210
City of Industry, California 91748
 41 Director (resigned as of May 5, 2020)
Maria Itzel Torres Siegrist
16839 Gale Ave. #210
City of Industry, California 91748
 38 Secretary (resigned as of June 4, 2020)

 

Each of the directors will serve until the next annual meeting of stockholders of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. The following is information concerning the business backgrounds of each of Mr. Hamilton, Ms. Wang and Mr. Huang:

 

Jay Hamilton has been President and founder of Canbest, LLC since 2015. Mr. Hamilton autonomously invested in Yunnan Canbest Biotechnology LLC in 2017, which is a whole industry chain with hemp cultivation, extraction & manufacture. Yunnan Canbest Biotechnology LLC also has been researching Chinese medicine and developing online sales channel at city of Walnut, CA. Mr. Hamilton has Bachelor degree with major in Organic Chemistry of Guangxi University in China. Mr. Hamilton has been working in plants processing extraction & cosmetic R&D for a long time with a high reputation in the industry.

 

Brenda Wang was Financial Director in Kanghua Technolocy Inc, Beijing and was Financial Business Director in Shenzhen Wanke Caishe Branch. Ms. Wang had been working as Financial Director at U.S. Healthy Herbal Company since 2001. Ms. Wang has been Financial Director at U.S. Herbal Industry Group Company since 2011. Ms. Wang graduated from Beijing Jinghua Medical University.

 

Mingyong Huang. Since 2005, Mr. Huang has been the President and founder of Promise Logistics Corp. He is also the founder in 2012 of US Alibaba, LLC, an online sales company doing business in California. In 2016 Mr. Huang founded IDream Space, LLC, a company that operates an innovative co-working office space located in the City of Industry, California. In 2018 he founded 428 Cloverleaf, LLC, a licensed cannabis planting company located in Baldwin Parle California and in 2015 he founded the 15100 Nelson, LLC, a company that provided a platform to service the trucking industry. Mr. Huang received his bachelor’s degree from Shenyang Education College, China.

 

There are presently no plans or commitments with regard to such compensation or remuneration. The Company has no employee benefit plans or other compensation plans.

 

During the past ten years, Mr. Hamilton has not been the subject to any of the following events:

 

 1.Any bankruptcy petition filed by or against any business of which Mr. Hamilton was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 

 2.Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

 

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 3.An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Hamilton’s involvement in any type of business, securities or banking activities.

 

 4.Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

 5.Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

 6.Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

 7.Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

 i.Any Federal or State securities or commodities law or regulation; or

 

 ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

 iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

 8.Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

AUDIT COMMITTEE

 

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

 

SIGNIFICANT EMPLOYEES

 

Other than our director, we do not expect any other individuals to make a significant contribution to our business.

 

ITEM 11. EXECUTIVE COMPENSATION

 

We made no payments for compensation disclosable under Item 402(n) of Regulation S-K, 17 CFR § 229.402(n) during the fiscal years ended January 31, 2020 and 2019 to any person serving as our principal executive officer (“PEO”), or any person serving as our principal financial officer (“PFO”). Nor did we make any such payments to the two most highly compensated executive officers other than our PEO and PFO. Accordingly, the table described under item 402(n) is omitted as inapplicable pursuant to Item 402(m)(4).

 

There are no current employment agreements between the Company and its officers.

 

We have no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information as of January 31, 2021 regarding the ownership of our common stock by each stockholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group. Except as otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares of common stock beneficially owned.

 

Beneficial Ownership of Current Directors, Executive Officers and Holders of at least 50% of the Company

 

Title of Class Name and Address of
Beneficial Owner
 Amount and Nature of
Beneficial Ownership
 Percentage 
Common Stock 

Jay Hamilton

2380 Milano Terrace,

Chino Hills, CA 91709

 5,000,000 shares of common stock 65.53% 

 

Unless otherwise noted, the percent of class is based on 7,630,000 shares of common stock issued and outstanding as of the date of this annual report.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Jay Hamilton is our officer, director, and control person as of January 31, 2021. During the year ended January 31, 2021, the Company’s major stockholder loaned the Company $80,001 to pay for operating expenses. As of January 31, 2021, the amount outstanding was $80,001. The loan is non-interest bearing, due upon demand and unsecured. Our board considers the terms of this loan to be fair to the Company and on terms no less favorable than we could have secured from another source who is not a related person under Item 404 of Regulation S-K.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table shows the fees that were billed for audit and other services during the fiscal years ended January 31, 2021 and 2020:

 

  For the Fiscal Years ended
January 31
 
  2021  2020 
Audit Fees (1) $22,556  $20,500 
Audit-related Fees (2)  -   - 
Tax Fees (3)  -   - 
All Other Fees (4)  -   - 
Total $22,556  $20,500 

 

 

(1)

Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with the engagement for fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
(2)Audit-Related Fees - This category consists of assurance and related services by our independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”
(3)Tax Fees - This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
(4)All Other Fees - This category consists of fees for other miscellaneous items.

 

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ITEM 15. EXHIBITS

 

The following exhibits are filed as part of this Annual Report.

 

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 XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

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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: May 18, 2021By:/s/ Jay Hamilton
  

Jay Hamilton,

President and Chief Executive Officer

   
Dated: May 18, 2021By:/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 May 18, 2021
Jay Hamilton    

 

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