Company Quick10K Filing
Quick10K
Arion Group
10-Q 2019-07-31 Quarter: 2019-07-31
10-Q 2019-04-30 Quarter: 2019-04-30
10-K 2019-01-31 Annual: 2019-01-31
10-Q 2018-10-31 Quarter: 2018-10-31
10-Q 2018-07-31 Quarter: 2018-07-31
10-Q 2018-04-30 Quarter: 2018-04-30
10-K 2018-01-31 Annual: 2018-01-31
10-Q 2017-10-31 Quarter: 2017-10-31
10-Q 2017-07-31 Quarter: 2017-07-31
8-K 2019-04-16 Officers
8-K 2018-11-21 Control, Officers
BUKS Butler National 24
CMBM Cambium Networks 0
MULTI Multi Solutions II 0
EVGI Evergreen 0
MASR Mascota Resources 0
FEPI First Equity Properties 0
WORLD Worlds 0
GIDYL GI Dynamics 0
WWIN Wewin Group 0
JSMN Jasmin 0
ARION 2019-07-31
Item 1. Unaudited Financial Statements
Note 1 - Organization and Business
Note 2 - Going Concern
Note 3 - Summary of Significant Accounting Policies
Note 4 - Related Party Transactions
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 f10q0719ex31-1_ariongroup.htm
EX-32.1 f10q0719ex32-1_ariongroup.htm

Arion Group Earnings 2019-07-31

ARION 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 f10q0719_ariongroupcorp.htm QUARTERLY REPORT

 

 

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 July 31, 2019

 

☐  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.

16839 Gale Ave., #210

City of Industry, CA 91745

Tel. 626-710-0822

 

(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
         

 

As of September 23, 2019, the registrant had 7,630,000 shares of common stock issued and outstanding.

 

 

 

 

 

 

ARION GROUP CORP.

 

Form 10-Q

 

Part 1    FINANCIAL INFORMATION  
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 7
Item 3.    Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. Controls and Procedures 10
     
Part II. OTHER INFORMATION  
Item 1    Legal Proceedings 11
Item 1A Risk Factors 11
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Mine Safety Disclosures 11
Item 5   Other Information 11
Item 6      Exhibits 11

 

i | Page

 

 

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

 

Arion Group Corp.

Balance Sheets

(UNAUDITED)

 

   July 31,   January 31, 
   2019   2019 
ASSETS        
Current Assets          
Cash and cash equivalents  $3,742   $9,090 
Prepaid expense   10,000    - 
Total Current Assets   13,742    9,090 
           
Property and equipment, net   278    510 
           
Total Assets  $14,020   $9,600 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current Liabilities          
Accounts payable  $17,321   $2,112 
Loan from shareholders   40,432    20,432 
Total Current Liabilities   57,753    22,544 
           
Total Liabilities   57,753    22,544 
           
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   23,670    23,670 
Accumulated deficit   (75,033)   (44,244)
Total Stockholders’ Deficit   (43,733)   (12,944)
           
Total Liabilities and Stockholders’ Deficit  $14,020   $9,600 

 

  

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

  

1 | Page

 

 

Arion Group Corp.

Statements of Operations

(UNAUDITED)

 

   3 months Ended   3 months Ended   6 months Ended   6 months Ended 
   July 31,
2019
   July 31,
2018
   July 31,
2019
   July 31,
2018
 
                     
Revenue  $-   $-   $6,000   $- 
                     
Operating Expenses                    
General and administrative expenses   18,226    22,312    36,789    26,876 
Total Operating Expenses   18,226    22,312    36,789    26,876 
Income (Loss) from Operations   (18,226)   (22,312)   (30,789)   (26,876)
                     
Net Income (Loss)   (18,226)   (22,312)   (30,789)   (26,876)
                     
Earnings (Loss) per Common Share (Basic and Diluted):  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                    
Weighted average number of common shares outstanding:                    
Basic and Diluted   7,630,000    7,630,000    7,630,000    7,630,000 

 

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

 

2 | Page

 

 

Arion Group Corp.

Statements of Changes in Stockholders’ Deficit

For The Six Months Ended JULY 31, 2019 and 2018

(UNAUDITED)

 

   Common Stock   Additional       Total 
  

Number of

Shares

   Par Value   Paid in Capital  

Accumulated

Gain
(Deficit)

  

Stockholders’

Equity
(Deficit)

 
                          
Balance, January 31, 2019   7,630,000    7,630    23,670    (44,244)   (12,944)
Net loss for the period   -    -    -    (12,563)   (12,563)
Balance, April 30, 2019   7,630,000    7,630    23,670    (56,807)   (25,507)
Net loss for the period                  (18,226)   (18,226)
Balance, July 31, 2019   7,630,000    7,630    23,670    (75,033)   (43,733)
                          
Balance, January 31, 2018   7,630,000    7,630    23,670    587    31,887 
Net loss for the period   -    -    -    (4,564)   (4,564)
Balance, April 30, 2018   7,630,000    7,630    23,670    (3,977)   27,323 
Net loss for the period                  (22,312)   (22,312)
Balance, July 31, 2018   7,630,000    7,630    23,670    (26,289)   5,011 

 

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

 

3 | Page

 

  

Arion Group Corp.

Statements of Cash Flows

(UNAUDITED)

 

   6 months Ended   6 months Ended 
   July 31,
2019
   July 31,
2018
 
Cash flows from Operating Activities          
Net Loss   (30,789)   (26,876)
           
Adjustment to reconcile net loss to net cash provided by (used in) operating activities          
Depreciation   232    232 
Changes in operating assets and liabilities          
Prepaid expense   (10,000)   - 
Accounts payable   15,209    (3,099)
Inventory   -    (2,800)
Net cash used in operating activities   (25,348)   (32,543)
           
Cash flows from Financing Activities          
Proceeds of loan from related parties   20,000    - 
Net cash provided by financing activities   20,000    - 
           
Net decrease in cash and cash equivalents  $(5,348)  $(32,543)
           
Cash and equivalents at beginning of the period   9,090    36,675 
           
Cash and equivalents at end of the period  $3,742   $4,132 
           
Supplemental cash flow information:          
Cash paid for:          
Interest  $-   $- 
Taxes  $-   $- 

 

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

 

4 | Page

 

 

ARION GROUP CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2019

 

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 the shareholder loan owed to Ms. Kriukova in the amount of $2,663 with cash and inventory on hand pursuant to the PSA on November 21, 2018.

 

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 June 19, 2019, 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 six months ended July 31, 2019 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, has incurred an accumulated deficit of $75,033 as of July 31, 2019, and a working capital deficit in the amount of $44,011 as of July 31, 2019. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

 

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

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation  

 

The balance sheet as of July 31, 2019, the statements of operations, changes in stockholders’ deficit and cash flows for the six-month ended July 31, 2019 and 2018, 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 six-months ended July 31, 2019 are not necessarily indicative of results expected for the full year ending January 31, 2020. 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 July 31, 2019 and for the six months then ended have been made.

 

It is suggested that these statements be read in conjunction with the January 31, 2019 audited financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K and related amendments filed with the Securities and Exchange Commission.

 

5 | Page

 

 

Use of Estimates

 

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

 

New Accounting Pronouncements

 

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

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties 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 year ended January 31, 2019, the Company’s current major shareholder Mr. Mingyong Huang loaned the Company $20,432 to cover the company’s operating expenses. The Company borrowed an additional $10,000 from Mr. Huang in April 2019 and another $10,000 in May 2019. As of July 31, 2019, the amount outstanding was $40,432. 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, the Company’s CEO and major shareholder. Given that the Company had only minimal operations and essentially no employee except Mr. Huang himself, Mr. Huang is not charging the Company any fee for using the office at this time.

 

6 | Page

 

 

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.

 

Overview

 

Arion Group Corp. was incorporated in the State of Nevada on November 7, 2016 and established a fiscal year end of January 31. We are currently a start-up company exploring various manufacturing and distribution business opportunities in the dietary ingredient and nutritional supplement industry. However, as of the filing of this statement 10-Q no definitive agreement has been entered into in connection with our business plan related to the above targeted industry.

 

On Nov 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 the shareholder loan owed to Ms. Kriukova in the amount of $2,663 with cash and inventory on hand pursuant to the PSA on November 21, 2018.

 

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.

 

Concurrent with the change of control, 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. As of July 31, 2019, we have generated $6,000 of revenue for the 6-months ended July 31, 2019 from consulting services. No consulting service revenue was generated for the 3-month ended July 31, 2019.

 

RESULTS OF OPERATIONS

 

Three Months Ended July 31, 2019 compared to Three Months Ended July 31, 2018

 

Revenue

 

For the three months ended July 31, 2019 and July 31, 2018, we generated $0 and $0 in revenue, respectively. We discontinued cedar phyto barrel business activities in the year ended January 31, 2019, following the change in control of November 21, 2018. We were unable to generate any cedar phyto barrel sales in the three months ended July 31, 2018.

 

Operating Expenses

 

During the three-month period ended July 31, 2019, we incurred $18,226 in general and administrative expenses compared to $22,312 in the same period of 2018, which represents a decrease in the amount of $4,086. General and administrative expenses incurred are mostly related to corporate compliance services.

 

7 | Page

 

 

Net Loss

 

Our net loss for the three months ended July 31, 2019 was $18,226, which is a decrease of $4,086 compared to net loss of $22,312 for the three months ended July 31, 2018. The decrease in net loss is primarily due to the decrease in the Company’s operating expenses during the three-month period ended July 31, 2019.

 

Six Months Ended July 31, 2019 compared to Six Months Ended July 31, 2018

 

Revenue

 

For the six months ended July 31, 2019 and July 31, 2018, we generated $6,000 and $0 in revenue, respectively. We discontinued cedar phyto barrel business activities in the year ended January 31, 2019, following the change in control of November 21, 2018. The $6,000 revenue was generated in the three-months ended April 30, 2019 by providing consulting services to a third party for planning, design and compliance of cannabis cultivation in the USA. We were unable to generate any cedar phyto barrel sales in the three months ended July 31, 2018.

 

Operating Expenses

 

During the six-month period ended July 31, 2019, we incurred $36,789 in general and administrative expenses compared to $26,876 in the same period of 2018, which represents an increase in the amount of $9,913. General and administrative expenses incurred are mostly related to corporate compliance services.

 

Net Loss

 

Our net loss for the six months ended July 31, 2019 was $30,789, which is an increase of $3,913 compared to net loss of $26,876 for the six months ended July 31, 2018. The increase in net loss is primarily due to the increase in the Company’s operating expenses during the six-month period ended July 31, 2019.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At July 31, 2019, we had cash in bank of $3,742, a decrease by $5,348 from the cash in bank balance of $9,090 at January 31, 2019. We received a net $20,432 loan from our major shareholder during the year ended January 31, 2019. We were able to borrow an additional $20,000 from the same shareholder to pay operating expenses during the six-month period ended July 31, 2019.

 

The cash in bank of $3,742 and a $10,000 prepaid legal fee were our only current assets as of July 31, 2019. We had $57,753 in total current liabilities as of July 31, 2019, including $17,321 in accounts payable and $40,432 for loan from related parties. The July 31, 2019 current liabilities are an increase in the amount of $35,209 as compared to the total current liabilities of $22,544 at January 31, 2019.

 

We have a working capital deficit as of July 31, 2019 in the amount of $44,011. For the period from inception (November 7, 2016) to July 31, 2019, we had an accumulated net loss of $75,033. Our net worth was a negative $43,733 as of July 31, 2019. This raises substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

 

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 and has incurred an accumulated deficit and working capital deficit as of July 31, 2019. These factors raise substantial doubt about its ability to continue as a going concern.

 

Our independent auditor’s report accompanying our January 31, 2019 and 2018 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.

 

8 | Page

 

 

Our principal shareholder has informally agreed to lend us some of the funds needed for some of our operating expenses, but he has no legal obligation to do so and may discontinue making any such loans at any time. Our failure to achieve the necessary levels of profitability or obtain the additional significant funding required to meet our expenses and other financial obligations would be detrimental to us.

 

Cash Flows from Operating Activities

 

For the six months ended July 31, 2019, net cash used by operating activities was $25,348, consisting of a net loss of $30,789, a non-cash expense of depreciation of $232, an increase in prepaid expense for $10,000 (which increased our cash basis net loss) and an increase in accounts payable for $15,209 (which decreased the cash basis net loss).

 

Cash flows from Investing Activities

 

Cash flows used in investing activities for the six months ended July 31, 2019 and 2018 were $0 and $0, respectively.

 

Cash flows from Financing Activities

 

Cash flows provided by financing activities for the six months ended July 31, 2019 and 2018 were $20,000 and $0, respectively. We were able to borrow an additional $20,000 loan from one of our major shareholders in April and May 2019 to pay operating expenses.

 

PLAN OF OPERATION AND FUNDING

 

We have no lines of credit or other bank financing arrangements. Currently we are financed by our major shareholders. 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.

 

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.

 

9 | Page

 

 

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 July 31, 2019. 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 six-month period ended July 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

10 | Page

 

 

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 six-month period ended July 31, 2019.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during six-month period ended July 31, 2019.

 

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)
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
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

  

11 | Page

 

 

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: September 23, 2019 By: /s/ Mingyong Huang
    Mingyong Huang,
    President and Chief Executive Officer and
Chief Financial Officer

 

 

12 | Page