UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Mark One
For
the quarterly period ended
For the transition period from ______ to ______
COMMISSION
FILE NO.
(Exact name of registrant as specified in its charter)
| 2090 | ||||
| (State or Other Jurisdiction of | IRS Employer | Primary Standard Industrial | ||
| Incorporation or Organization) | Identification Number | Classification Code Number |
Arion Group Corp.
(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.
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
☐
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 | ☐ |
| ☒ | 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 ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| OTC Markets |
As
of September 7, 2021, the registrant had
ARION GROUP CORP.
Form 10-Q
i
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
Arion Group Corp.
Balance Sheets
| July 31, 2021 | January 31, 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expense | ||||||||
| Loan from stockholder | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited financial statements.
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Arion Group Corp.
Statements of Operations
(Unaudited)
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||
| July 31, 2021 | July 31, 2020 | July 31, 2021 | July 31, 2020 | |||||||||||||
| Revenue | $ | $ | - | $ | - | $ | - | |||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Taxes | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic and Diluted | ||||||||||||||||
| Loss per Common Share: | ||||||||||||||||
| Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of the unaudited financial statements.
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Arion Group Corp.
Statements of Changes in Stockholders’ Deficit
For The Six Months Ended July 31, 2021 and 2020
| Common Stock | Additional | |||||||||||||||||||
| Number of | Paid-in | Accumulated | ||||||||||||||||||
| Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
| Balance as of January 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||
| Balance as of April 30, 2021 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||
| Balance as of July 31, 2021 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance as of January 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||
| Balance as of April 30, 2020 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Capital contribution due to forgiveness of debt from former shareholder | ||||||||||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||
| Balance as of July 31, 2020 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of the unaudited financial statements.
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Arion Group Corp.
Statements of Cash Flows
(Unaudited)
| Six Months Ended | Six Months Ended | |||||||
| July 31, 2021 | July 31, 2020 | |||||||
| Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts payable | ||||||||
| Accrued expense | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Repayment of stockholder loan | ( | ) | ||||||
| Proceeds of loan from stockholder | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | $ | ( | ) | $ | ||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Significant noncash transactions: | ||||||||
| Capital contribution due to forgiveness of debt from former stockholder | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited financial statements.
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ARION GROUP CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JULY 31, 2021
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
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
Prior to November 21, 2018, we distributed an assortment of cedar phyto barrels in the USA and Europe. The business of distribution of cedar phyto barrels was discontinued after November 21, 2018. We have classified the results of the cedar phyto barrels business as discontinued operations in our financial statements. We are currently a start-up company exploring various manufacturing and distribution business opportunities in the dietary ingredient and nutritional supplement industry. However, as of the filing date, no definitive agreement has been entered into in connection with our business plan related to the above targeted industry.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of and for the six months ended July 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, has incurred recurring losses and had a working capital deficit as of July 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 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.
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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The balance sheet as of July 31, 2021, the statements of operations, changes in stockholders’ deficit and cash flows for the three and six months ended July 31, 2021 and 2020 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of results expected for the full year ending January 31, 2022. 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, 2021 and for the six months then ended have been made.
It is suggested that these statements be read in conjunction with the January 31, 2021 audited financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. The current COVID-19 pandemic and general economic environment also increase the degree of uncertainty inherent in these estimates and assumptions.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.
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NOTE 4 – RELATED PARTY TRANSACTIONS
The Company may rely on advances from related parties in support of the Company’s efforts and cash requirements until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
During
the six-month period ended July 31, 2021, the Company’s major shareholder Mr. Jay Hamilton loaned the Company $
During
the six-month period ended July 31, 2020, the Company’s major shareholder Mr. Jay Hamilton loaned the Company $
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 July 31, 2021, Mr. Huang does not charge the Company any fee for using the office at this time.
NOTE 5 – SUBSEQUENT EVENT
On
August 4, 2021, Mr. Jay Hamilton loaned the Company $
7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Description of Business
Arion Group Corp. was incorporated in the State of Nevada on November 7, 2016 and established a fiscal year end of January 31. We are currently a start-up company exploring various manufacturing and distribution business opportunities in the dietary ingredient and nutritional supplement industry. However, as of the filing of this statement 10-Q, no definitive agreement has been entered into in connection with our business plan related to the above targeted industry.
On November 21, 2018 (the “Closing Date”), a change in control of the Company occurred, pursuant to which Mr. Mingyong Huang acquired a total of 5,000,000 shares of the Company’s common stock (or approximately 65.53% of the total issued and outstanding shares of the Company as of the date of acquisition) from Ms. Nataliia Kriukova, the previous principal shareholder of the Company. Pursuant to the SPA and other related agreements, Ms. Nataliia Kriukova resigned from all management and Board positions. The Company also paid off shareholder loan owed to Ms. Kriukova in the amount of $2,663 with cash and inventory on hand pursuant to the SPA on November 21, 2018.
On May 5, 2020, Mr. Hui Song, a former member of the Board of Directors of the Company, resigned as a director. On June 3, 2020, Mr. Mingyong Huang entered into another Stock Purchase Agreement (the “2020 SPA”), pursuant to which Mr. Huang sold all of his 5,000,000 shares of the Company’s common stock to Mr. Jay Hamilton, who becomes the Company’s majority and controlling stockholder. On June 4, 2020, Maria Itzel Torres Siegrist resigned as Secretary of the Company. In connection with the change of control as of June 17, 2020 the Board appointed Jay Hamilton to the Company’s Board of Directors. Also, as of June 17, 2020, the Board appointed Mr. Hamilton as President/CEO and Ms. Brenda Bin Wang as CFO and Mr. Huang as Secretary. Mr. Huang remains a director of the Company.
Prior to November 21, 2018, we distributed an assortment of cedar phyto barrels in the USA and Europe. Our products were offered at prices marked-up from 80% to 100% of our cost. Our customers were asked to pay us 100% in advance. We filled placed orders and supplied the products within a period of thirty days (30) days or less following receipt of any written order. Customers were responsible for the custom duties, taxes, insurance or any other additional charges that might incur. The business of distribution of cedar phyto barrels was discontinued after November 21, 2018.
8
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 July 31, 2021, we have not generated additional revenue since the year ended January 31, 2021.
The Company’s financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and are expressed in the U.S. dollars. The Company’s fiscal year end is January 31.
RESULTS OF OPERATIONS
As of July 31, 2021, we had total assets of $5,207 and total liabilities of $114,699. 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 July 31, 2021, we have not entered into any definitive agreement in connection with the business plan. Our net loss for the three-month period ended July 31, 2021 was $24,998, as compared to a net loss of $16,895 during the three-month period ended July 31, 2020.
Three Months Ended July 31, 2021 compared to Three Months Ended July 31, 2020
Operating Expenses
During the three-month period ended July 31, 2021, we incurred $24,198 in general and administrative expenses compared to $16,135 in the same period of 2020, which represents an increase in the amount of $8,063. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and various compliance costs.
Our net loss for the three months ended July 31, 2021 was $24,998 compared to net loss of $16,895 for the three months ended July 31, 2020. The increase in net loss in the period ended July 31, 2021 in the amount of $8,103 represents a 47.96% increase over the net loss in the three-month period ended July 31, 2020.
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.
9
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 July 31, 2021 our current assets were $4,929 compared to $19,894 in current assets at January 31, 2021. As at July 31, 2021 our total assets were $5,207 compared to $20,172 in total assets at January 31, 2021. As at July 31, 2021, our current liabilities were $114,699, or an increase in the amount of $23,198 (or 25.35%) compared to $91,501 as of January 31, 2021. As of July 31, 2021, we had loan from stockholder in the total amount of $105,001, or 91.54% of our total liabilities, as we have not been able to generate a steady cash flow to cover our operating expenses and have to rely heavily on the financial support from our shareholder.
Total stockholders’ deficit was $109,492 as of July 31, 2021, compared to $71,329 as of January 31, 2021, representing an increase in the amount of $38,163.
Cash Flows from Operating Activities
For the six months ended July 31, 2021, net cash used by operating activities was $39,965, consisting of net loss of $38,163, an increase in accounts payable for $2,599 and a decrease in accrued expense for $4,401.
For the six months ended July 31, 2020, net cash used by operating activities was $19,569, consisting of net loss of $26,671 and an increase in accounts payable for $7,102.
Cash Flows from Investing Activities
Cash flows used in investing activities for the six months ended July 31, 2021 and 2020 were $0 and $0, respectively.
Cash Flows from Financing Activities
Cash flows provided by financing activities for the six months ended July 31, 2021 and 2020 were $25,000 and $37,000, respectively. We were able to borrow an additional $25,000 loan from our major stockholder during the six months ended July 31, 2021, and $37,000 during the six months ended July 31, 2020 to pay operating expenses.
PLAN OF OPERATION AND FUNDING
We have no lines of credit or other bank financing arrangements. Currently we are financed by our major stockholder. Our working capital requirements for the next 12 months are expected to increase if and when we are able to execute on our current business plan. As of July 31, 2021, we had a working capital deficit in the amount of $109,770.
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.
10
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
RECENT DEVELOPMENTS
In December 2019, a strain of coronavirus entitled COVID-19 emerged in China and spread to other countries including to the United States. In March 2020, the World Health Organization declared COVID-19 to be a public health pandemic of international concern, which has resulted in travel restrictions and in some cases, prohibitions of non-essential activities, disruption and shutdown of businesses and greater uncertainty in global financial markets.
In the United States in which we and our customers, and partners operate, the health concerns as well as political or governmental developments in response to COVID-19 could result in economic, social or labor instability or prolonged contractions in certain end markets. These events could have a material adverse effect on the business and results of operations and financial condition.
At this time, it is difficult to predict the extent to which the COVID-19 outbreak will impact our business or operating results, which is highly dependent on uncertain future developments, including the severity of the pandemic and the actions taken or to be taken by governments and private businesses in relation to its containment. The Company’s plan pf conducting new businesses might be delayed and the effect of the outbreak may not be fully reflected in our operating results until future periods.
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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, 2021. 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 quarter ended July 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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, 2021.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during six-month period ended July 31, 2021.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibits:
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) | |
| 31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) | |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
| 32.2 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
14
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 7, 2021 | By: | /s/ Jay Hamilton |
| Jay Hamilton, | ||
| President and Chief Executive Officer | ||
| Dated: September 7, 2021 | By: | /s/ Brenda Bin Wang |
| Brenda Bin Wang, | ||
| Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Jay Hamilton | President and Chief Executive Officer | September 7, 2021 | ||
| Jay Hamilton |
15
Exhibit 31.1
CERTIFICATION
I, Jay Hamilton, President and Chief Executive Officer of ARION GROUP CORP., certify that:
| 1. | I have reviewed this Annual Report on Form 10-Q of ARION GROUP CORP.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 7, 2021 | |
| /s/ Jay Hamilton | |
| Jay Hamilton, President and | |
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Brenda Bin Wang, Chief Financial Officer of ARION GROUP CORP., certify that:
| 1. | I have reviewed this Annual Report on Form 10-Q of ARION GROUP CORP.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| c) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and |
| d) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 7, 2021 | |
| /s/ Brenda Bin Wang | |
| Brenda Bin Wang, | |
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of ARION GROUP CORP. (the “Company”) on Form 10-Q for the period ended July 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 7, 2021 | |
| /s/ Jay Hamilton | |
| Jay Hamilton, President and | |
| Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of ARION GROUP CORP. (the “Company”) on Form 10-Q for the period ended July 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 7, 2021 | |
| /s/ Brenda Bin Wang | |
| Brenda Bin Wang, | |
| Chief Financial Officer |
Balance Sheets - USD ($) |
Jul. 31, 2021 |
Jan. 31, 2021 |
|---|---|---|
| Current Assets | ||
| Cash and cash equivalents | $ 4,929 | $ 19,894 |
| Total Current Assets | 4,929 | 19,894 |
| Property and equipment, net | 278 | 278 |
| Total Assets | 5,207 | 20,172 |
| Current Liabilities | ||
| Accounts payable | 9,599 | 7,000 |
| Accrued expense | 99 | 4,500 |
| Loan from stockholder | 105,001 | 80,001 |
| Total Current Liabilities | 114,699 | 91,501 |
| Total Liabilities | 114,699 | 91,501 |
| Stockholders’ Deficit | ||
| Common stock, $0.001 par value, 75,000,000 shares authorized; 7,630,000 shares issued and outstanding as of July 31 and January 31, 2021 | 7,630 | 7,630 |
| Additional paid-in-capital | 91,102 | 91,102 |
| Accumulated deficit | (208,224) | (170,061) |
| Total Stockholders’ Deficit | (109,492) | (71,329) |
| Total Liabilities and Stockholders’ Deficit | $ 5,207 | $ 20,172 |
Balance Sheets (Parentheticals) - $ / shares |
Jul. 31, 2021 |
Jan. 31, 2021 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 75,000,000 | 75,000,000 |
| Common stock, shares issued | 7,630,000 | 7,630,000 |
| Common stock, shares outstanding | 7,630,000 | 7,630,000 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 31, 2021 |
Jul. 31, 2020 |
Jul. 31, 2021 |
Jul. 31, 2020 |
|
| Income Statement [Abstract] | ||||
| Revenue | ||||
| Operating Expenses | ||||
| General and administrative expenses | 24,198 | $ 16,135 | $ 37,363 | $ 25,911 |
| Total Operating Expenses | 24,198 | 16,135 | 37,363 | 25,911 |
| Loss from Operations | (24,198) | (16,135) | (37,363) | (25,911) |
| Loss Before Income Taxes | (24,198) | (16,135) | (37,363) | (25,911) |
| Provision for Income Taxes | ||||
| Income tax expense | 800 | 760 | 800 | 760 |
| Net Loss | $ (24,998) | $ (16,895) | $ (38,163) | $ (26,671) |
| Weighted average number of common shares outstanding: | ||||
| Basic and Diluted (in Shares) | 7,630,000 | 7,630,000 | 7,630,000 | 7,630,000 |
| Loss per Common Share: | ||||
| Basic and Diluted (in Dollars per share) | $ 0.00 | $ 0.00 | $ (0.01) | $ 0.00 |
Statements of Cash Flows (Unaudited) - USD ($) |
6 Months Ended | |
|---|---|---|
Jul. 31, 2021 |
Jul. 31, 2020 |
|
| Operating Activities | ||
| Net loss | $ (38,163) | $ (26,671) |
| Changes in operating assets and liabilities | ||
| Accounts payable | 2,599 | 7,102 |
| Accrued expense | (4,401) | |
| Net cash used in operating activities | (39,965) | (19,569) |
| Financing Activities | ||
| Repayment of stockholder loan | (3,000) | |
| Proceeds of loan from stockholder | 25,000 | 40,000 |
| Net cash provided by financing activities | 25,000 | 37,000 |
| Net increase (decrease) in cash and cash equivalents | (14,965) | 17,431 |
| Cash and cash equivalents at beginning of the period | 19,894 | 5,999 |
| Cash and cash equivalents at end of the period | 4,929 | 23,430 |
| Cash paid for: | ||
| Interest | ||
| Taxes | 800 | 760 |
| Significant noncash transactions: | ||
| Capital contribution due to forgiveness of debt from former stockholder | $ 67,432 | |
Organization and Business |
6 Months Ended |
|---|---|
Jul. 31, 2021 | |
| Accounting Policies [Abstract] | |
| ORGANIZATION AND BUSINESS | NOTE 1 – ORGANIZATION AND BUSINESS
ARION GROUP CORP. (“we”, “our”, the “Company”) is a corporation established under the corporation laws in the State of Nevada on November 7, 2016. The Company has adopted January 31 as its fiscal year end.
On November 21, 2018, a change in control of the Company occurred, pursuant to which Mr. Mingyong Huang acquired a total of 5,000,000 shares of the Company’s common stock (or approximately 65.53% of the total issued and outstanding shares of the Company as of the date of acquisition) from Ms. Nataliia Kriukova, a former principal shareholder of the Company. Pursuant to the Stock Purchase Agreement (the “SPA”) and other related agreements, Ms. Kriukova resigned from all management and Board positions. The Company also paid off the shareholder loan owed to Ms. Kriukova in the amount of $2,663 with cash and inventory on hand pursuant to the SPA on November 21, 2018.
On May 5, 2020, Mr. Hui Song, a former member of the Board of Directors of the Company, resigned as a director. On June 3, 2020, Mr. Mingyong Huang entered into another Stock Purchase Agreement (the “2020 SPA”), pursuant to which Mr. Huang sold all of his 5,000,000 shares of the Company’s common stock to Mr. Jay Hamilton, who becomes the Company’s majority and controlling shareholder. On June 4, 2020, Ms. Maria Itzel Torres Siegrist resigned as Secretary of the Company. In connection with the change of control as of June 17, 2020 the Board appointed Mr. Hamilton to the Company’s Board of Directors. Also, on June 17, 2020, the Board appointed Mr. Hamilton as President/CEO and Ms. Brenda Bin Wang as CFO and Mr. Huang as Secretary. Mr. Huang remains a director of the Company.
Prior to November 21, 2018, we distributed an assortment of cedar phyto barrels in the USA and Europe. The business of distribution of cedar phyto barrels was discontinued after November 21, 2018. We have classified the results of the cedar phyto barrels business as discontinued operations in our financial statements. We are currently a start-up company exploring various manufacturing and distribution business opportunities in the dietary ingredient and nutritional supplement industry. However, as of the filing date, no definitive agreement has been entered into in connection with our business plan related to the above targeted industry. |
Going Concern |
6 Months Ended |
|---|---|
Jul. 31, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 2 – GOING CONCERN
The Company’s financial statements as of and for the six months ended July 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, has incurred recurring losses and had a working capital deficit as of July 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 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. |
Summary of Significant Accounting Policies |
6 Months Ended |
|---|---|
Jul. 31, 2021 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The balance sheet as of July 31, 2021, the statements of operations, changes in stockholders’ deficit and cash flows for the three and six months ended July 31, 2021 and 2020 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of results expected for the full year ending January 31, 2022. 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, 2021 and for the six months then ended have been made.
It is suggested that these statements be read in conjunction with the January 31, 2021 audited financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. The current COVID-19 pandemic and general economic environment also increase the degree of uncertainty inherent in these estimates and assumptions.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
Related Party Transactions |
6 Months Ended |
|---|---|
Jul. 31, 2021 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS
The Company may rely on advances from related parties in support of the Company’s efforts and cash requirements until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
During the six-month period ended July 31, 2021, the Company’s major shareholder Mr. Jay Hamilton loaned the Company $25,000 to cover the Company’s operating expenses. The loans are unsecured, non-interest bearing and due on demand.
During the six-month period ended July 31, 2020, the Company’s major shareholder Mr. Jay Hamilton loaned the Company $30,000 and the Company’s former shareholder 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, Mr. Mingyong Huang agreed to forgive $67,432 he had previously loaned to the Company. The Company has recorded the amount of loan forgiven by Mr. Mingyong Huang as capital contribution due to forgiveness of debt from former stockholder as of July 31, 2020. On July 16, 2020, the Company repaid the entire remaining balance of $3,000 to Mr. Mingyong Huang.
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 July 31, 2021, Mr. Huang does not charge the Company any fee for using the office at this time. |
Subsequent Event |
6 Months Ended |
|---|---|
Jul. 31, 2021 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENT | NOTE 5 – SUBSEQUENT EVENT
On August 4, 2021, Mr. Jay Hamilton loaned the Company $10,000. Mr. Hamilton, the existing majority stockholder has agreed to loan funds to the Company when the Company’s funds are below a certain threshold. The loans are unsecured, non-interest bearing and due on demand. |
Accounting Policies, by Policy (Policies) |
6 Months Ended |
|---|---|
Jul. 31, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation
The balance sheet as of July 31, 2021, the statements of operations, changes in stockholders’ deficit and cash flows for the three and six months ended July 31, 2021 and 2020 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of results expected for the full year ending January 31, 2022. 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, 2021 and for the six months then ended have been made.
It is suggested that these statements be read in conjunction with the January 31, 2021 audited financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
|
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. The current COVID-19 pandemic and general economic environment also increase the degree of uncertainty inherent in these estimates and assumptions.
|
| New Accounting Pronouncements | New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
Organization and Business (Details) - USD ($) |
1 Months Ended | |
|---|---|---|
Jun. 03, 2020 |
Nov. 21, 2018 |
|
| Mr. Mingyong Huang [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Share value of common stock acquired | 5,000,000 | 5,000,000 |
| Percentage of issued and outstanding shares | 65.53% | |
| Ms. Kriukova [Member] | ||
| Organization and Business (Details) [Line Items] | ||
| Cash and inventory (in Dollars) | $ 2,663 |
Related Party Transactions (Details) - USD ($) |
1 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 16, 2020 |
Jul. 31, 2021 |
Jul. 31, 2020 |
Jun. 03, 2020 |
|
| Mr. Jay Hamilton [Member] | ||||
| Related Party Transactions (Details) [Line Items] | ||||
| Operating expenses | $ 25,000 | $ 30,000 | ||
| Mr. Mingyong Huang [Member] | ||||
| Related Party Transactions (Details) [Line Items] | ||||
| Operating expenses | $ 10,000 | |||
| Shareholder loan forgiven amount | $ 67,432 | |||
| Unpaid balances | $ 3,000 | |||
Subsequent Event (Details) |
Aug. 04, 2021
USD ($)
|
|---|---|
| Subsequent Event [Member] | |
| Subsequent Event (Details) [Line Items] | |
| Operating expenses | $ 10,000 |
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