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EX-23.1 - EXHIBIT 23.1 - ARION GROUP CORP.mbconsent.htm



Registration No. 333-216895


As filed with the Securities and Exchange Commission on July 11, 2017


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM S-1

Amendment No. 3



REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


________________________



ARION GROUP CORP.

 (Exact name of registrant as specified in its charter)

 

 

 


Nevada

35-2577375

5091

(State or Other Jurisdiction of

IRS Employer

Primary Standard Industrial

Incorporation or Organization)

Identification Number

Classification Code Number



Arion Group Corp.

18401 Collins Ave., #1220

Sunny Isles Beach, FL 33160

Tel. (786) 577-7070

Email: ariongroup2016@yandex.com


(Address and telephone number of principal executive offices)


INCORP SERVICES, INC.

 3773 HOWARD HUGHES PARKWAY, STE. 500S

LAS VEGAS, NV 89169-6014

TEL. (702) 866-2500

FAX.  (702) 866-2689


(Name, address and telephone number of agent for service)





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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box:  X


If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ¨


If this form is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ¨


If this form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨


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


Large accelerated filer ¨      Accelerated filer ¨       Non-accelerated filer     ¨       Smaller reporting company    X

(Do not check if a smaller reporting company)


CALCULATION OF REGISTRATION FEE


Securities to be

Registered

Amount To Be Registered(1)

 

Offering Price Per Share

 

Aggregate Offering Price

 

Registration

Fee

Common Stock:

10,000,000

$

0.01

$

100,000

$

11.59


 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act.


The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 



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 PROSPECTUS


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

ARION GROUP CORP.

10,000,000 SHARES OF COMMON STOCK

$0.01 PER SHARE


This is the initial offering of common stock of Arion Group Corp. and no public market currently exists for the securities being offered.  We are offering for sale a total of 10,000,000 shares of common stock at a fixed price of $0.01 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means our President, Nataliia Kriukova, will attempt to sell the shares. This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to her for any shares she may sell. In offering the securities on our behalf, she will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.01 per share for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 10,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 10,000,000 shares registered under the Registration Statement of which this Prospectus is part. 


 

Offering Price

Expenses

Proceeds to Company

Per share

$

0.01

$

0.0008

$

0.0092

Total

$

100,000

$

8,000

$

92,000


Arion Group Corp. is a start-up company and has recently started its operation.  To date we have been involved primarily in organizational activities and just recently started to sell our product . We do not have sufficient capital to implement our business plan and expand our operations . Any investment in the shares offered herein involves a high degree of risk.  You should only purchase shares if you can afford a loss of your investment.  Our independent registered public accountant has issued an audit opinion for Arion Group Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.


The following table shows the anticipated proceeds from the offering assuming the sale of 25%, 50%, 75%, and 100% of the shares. There is no assurance that we will be able to sell any of the shares in this offering.


Gross proceeds

 

$25,000

 

$50,000

 

$75,000

 

$100,000

Offering expenses

$

8,000

$

8,000

$

8,000

$

8,000

Net proceeds

$

17,000

$

42,000

$

67,000

$

92,000


There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board and/or OTC Link. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board and OTC Link. We do not yet have a market maker who has agreed to file such application.  There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.


Arion Group Corp. is not a Blank Check company. We have no any plans, arrangements, commitments or understandings to engage in a merger with or acquisition of another company.


We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).


THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 7 THROUGH 14 BEFORE BUYING ANY SHARES OF ARION GROUP CORP.’S COMMON STOCK.


NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 


SUBJECT TO COMPLETION, DATED __________, 2017




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TABLE OF CONTENTS



 

PROSPECTUS SUMMARY

 

5

RISK FACTORS

 

7

FORWARD-LOOKING STATEMENTS

 

14

USE OF PROCEEDS

 

14

DETERMINATION OF OFFERING PRICE

 

15

DILUTION

 

15

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

 

 17

DESCRIPTION OF BUSINESS

 

23

LEGAL PROCEEDINGS

 

26

DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON

 

26

EXECUTIVE COMPENSATION

 

28

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

29

PLAN OF DISTRIBUTION

 

30

DESCRIPTION OF SECURITIES

 

31

INDEMNIFICATION 

 

32

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

33

EXPERTS

 

33

AVAILABLE INFORMATION

 

33

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

33

INDEX TO THE FINANCIAL STATEMENTS

 

34

 



WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.


 




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PROSPECTUS SUMMARY

 

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “WE,” “US,” “OUR,” AND “ARION GROUP CORP.” REFERS TO ARION GROUP CORP. THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU.  YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

 

ARION GROUP CORP.

 

We are a start-up company in the business of distribution of cedar phyto barrels. Arion Group Corp. was incorporated in Nevada on November 7, 2016. We intend to use the net proceeds from this offering to develop and expand our business operations (See “Description of Business” and “Use of Proceeds”). To implement our plan of operations we require a minimum of $50,000 for the next twelve months as described in our Plan of Operations. We expect our operations to begin to generate sufficient revenues during months 8-12 after completion of this offering. However, there is no assurance that we will generate any considerable revenue in the first 12 months after completion our offering or ever generate any considerable revenue. Being a start-up company, we have very limited operating history. If we are unable to raise a minimum funding of $50,000 required to conduct our business over the next 12 months, our business may fail. After twelve months period, we may need additional financing. Our principal executive offices are located at 18401 Collins Ave., #1220, Sunny Isles Beach, FL 33160. Our phone number is (786) 577-7070.


We have just recently started our operations.  Our financial statements during the three months ended April 30 , 2017, reports $10,300 revenue and a net income of $ 6 .  Our independent registered public accounting firm has issued an audit opinion for Arion Group Corp. for the period from November 7, 2016 (inception) through January 31, 2017 which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have formed the Company, developed our business plan, started negotiation with potential customers and suppliers and identified first customers and sold our product to them.


As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. The Company is publicly offering its shares to raise funds in order for our business to develop and expand its operations and increase its likelihood of commercial success.




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THE OFFERING


The Offering

This is a self-underwritten, direct primary offering with no minimum purchase requirement.

The Issuer:

 

ARION GROUP CORP.

Securities Being Offered:

 

10,000,000 shares of common stock.

Price Per Share:

 

$0.01

Duration of the Offering:

 

The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 10,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 10,000,000 shares registered under the Registration Statement of which this Prospectus is part. 

 

Gross Proceeds

 

$100,000

Securities Issued and Outstanding:

There are 5,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Nataliia Kriukova

 

Subscriptions

All subscriptions once accepted by us are irrevocable.

Registration Costs

We estimate our total offering registration costs to be approximately $8,000.

 

Risk Factors

See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

 




SUMMARY FINANCIAL INFORMATION

 

The tables and information below are derived from our unaudited financial statements as of and for the three months ended April 30 , 2017.  

 

Financial Summary

 

April 30 , 2017 ($)

 

Cash and Deposits

 

 

1,867

 

Total Assets

 

 

4,589

 

Total Liabilities

 

 

2,663

 

Total Stockholder’s Equity

 

 

1,926

 


 

Statement of Operations

 

Three Months ended April 30, 2017   

($)

Income from operations

 


6





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RISK FACTORS

 

An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.  If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.  The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

 


RISKS ASSOCIATED TO OUR BUSINESS


WE HAVE A VERY LIMITED HISTORY OF OPERATIONS AND ACCORDINGLY THERE IS NO TRACK RECORD THAT WOULD PROVIDE A BASIS FOR ASSESSING OUR ABILITY TO CONDUCT SUCCESSFUL COMMERCIAL ACTIVITIES. WE MAY NOT BE SUCCESSFUL IN CARRYING OUT OUR BUSINESS OBJECTIVES.

 

We were incorporated on November 7, 2016 and just recently started our operations. Accordingly, we have no track record of successful business activities, strategic decision making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful as a start-up company which is engaging in the business of distribution of cedar phyto barrels. As of the period from Inception (November 7, 2016) to April 30 , 2017, we had an accumulated deficit of $3,074 . Start-up companies in businesses with low barriers to entry, such as ours, often fail to achieve or maintain successful operations, even in favorable market conditions. There is a substantial risk that we will not be successful in our business, or if initially successful, in thereafter generating any operating revenues or in achieving profitable operations.


We require minimum funding of approximately $50,000 to conduct our proposed operations for a period of one year. If we are not able to raise this amount, or if we experience a shortage of funds prior to funding we may utilize funds from Nataliia Kriukova, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. However, Ms. Kriukova has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. After one year we may need additional financing. We do not currently have any arrangements for additional financing.

 

If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continue our business plan according to our plan of operations.




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OUR INDEPENDENT AUDITOR HAS ISSUED A GOING CONCERN OPINION; OUR ABILITY TO CONTINUE IS DEPENDENT ON OUR ABILITY TO RAISE ADDITIONAL CAPITAL AND OUR OPERATIONS COULD BE CURTAILED IF WE ARE UNABLE TO OBTAIN REQUIRED ADDITIONAL FUNDING WHEN NEEDED.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period November 7, 2016 (date of inception) through April 30, 2017 we had cumulative losses of $3,074 . Our independent auditor has expressed substantial doubt about our ability to continue as a going concern. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon our ability to begin operations and to achieve a level of profitability. We need at least $50,000 to continue as a going concern.


WE HAVE LIMITED BUSINESS, SALES AND MARKETING EXPERIENCE IN OUR INDUSTRY.

 

As of today, we have identified only two customers and have earned $10,300 in revenues . While we have plans for marketing our business, there can be no assurance that such efforts will be successful. There can be no assurance that our proposed business will gain wide acceptance in its target market or that we will be able to effectively market our product. Additionally, we are a newly-formed, start-up company with no prior experience in our industry. We are entirely dependent on the services of our sole officer and director, Nataliia Kriukova, to build our customer base. Our company has no prior experience upon which it can rely in order to garner its first prospective customers to buy our cedar phyto barrels.

 

IF WE DO NOT ATTRACT NEW CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.


We have identified just two customers and we cannot guarantee we will have any new customers.  Even if we obtain new customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose your entire investment if we cannot sell our cedar phyto barrels at prices which generate a profit.


BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.


Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our products known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.




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BECAUSE WE WILL IMPORT OUR PRODUCTS, A DISRUPTION IN THE DELIVERY OF IMPORTED PRODUCTS MAY HAVE A GREATER EFFECT ON US THAN ON OUR COMPETITORS.


We will import our product to the United States. Because we plan to import our products to the United States and have them shipped to the locations of our customers we believe that disruptions in shipping deliveries may have a greater effect on us than on competitors who manufacture and/or warehouse products in the United States. Deliveries of our products may be disrupted through factors such as:


     (1)  raw material shortages, work stoppages, strikes and political unrest;

     (2)  problems with ocean shipping, including work stoppages and shipping

          container shortages;

     (3)  increased inspections of import shipments or other factors causing

          delays in shipments; and

     (4)  economic crises, international disputes and wars.


Most of our competitors warehouse products they import from overseas, which allows them to continue delivering their products for the near term, despite overseas shipping disruptions. If our competitors are able to deliver products when we cannot, our reputation may be damaged and we may lose customers to our competitors.


BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN MORE THAN 50% OF OUR OUTSTANDING COMMON STOCK, IF LESS THAN 50% OF THE SHARES BEING OFFERED ARE SOLD, SHE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.


If less than 50% of the shares being offered are sold, Ms. Kriukova, our sole officer and director, will own more than 50% of the outstanding shares of our common stock. Accordingly, she will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Ms. Kriukova may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.


BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL ONLY BE DEVOTING LIMITED TIME TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS.  THIS ACTIVITY COULD PREVENT US FROM ATTRACTING ENOUGH CUSTOMERS AND RESULT IN A LACK OF REVENUES WHICH MAY CAUSE US TO CEASE OPERATIONS.


Nataliia Kriukova, our sole officer and director will only be devoting limited time to our operations. She will be devoting approximately 20 hours a week to our operations. Because our sole office and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.


BECAUSE NATALIIA KRIUKOVA, OUR SOLE DIRECTOR AND OFFICER, RESIDES OUTSIDE OF THE UNITED STATES, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE ANY RIGHT BASED ON U.S. FEDERAL SECURITIES LAWS AGAINST US AND/OR MS. KRIUKOVA, OR TO ENFORCE A JUDGMENT RENDERED BY A UNITED STATES COURT AGAINST US OR MS. KRIUKOVA.

 

Nataliia Kriukova, our sole officer and director is a non-resident of the United States. Therefore, it may be difficult to effect service of process on Ms. Kriukova in the United States, and it may be difficult to enforce any judgment rendered against Ms. Kriukova. As a result, it may be difficult or impossible for an investor to bring an action against Ms. Kriukova, in the event that an investor believes that such investor’s rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, the laws of Russian Federation may render that investor unable to enforce a judgment against the assets of Ms. Kriukova. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, director or major shareholder, compared to shareholders of a corporation doing business and whose officers and directors reside within the United States.




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OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATION.


Because we plan to be in the business of selling cedar phyto barrels to customers in the Europe and the United States, we are likely to be affected by changes in foreign exchange rates. To protect our business, we may enter into foreign currency exchange contracts with major financial institutions to hedge the overseas purchase transactions and limit our exposure to those fluctuations. If we are not able to successfully protect ourselves against those currency rate fluctuations, then our profits on the products subject to those fluctuations would also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.


WE DEPEND TO A SIGNIFICANT EXTENT ON CERTAIN KEY PERSON, THE LOSS OF WHOM MAY MATERIALLY AND ADVERSELY AFFECT OUR COMPANY.


Currently, we have only one employee who is also our sole officer and director. We depend entirely on Nataliia Kriukova for all of our operations. The loss of Ms. Kriukova would have a substantial negative effect on our company and may cause our business to fail. Ms. Kriukova has not been compensated for his services since our incorporation, and it is highly unlikely that he will receive any compensation unless and until we generate substantial revenues. There is intense competition for skilled personnel and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. The loss of Ms. Kriukova’s services could prevent us from completing the development of our plan of operation and our business. In the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel.


We do not have any employment agreements or maintain key person life insurance policies on our officer and director. We do not anticipate entering into employment agreements with his or acquiring key man insurance in the foreseeable future.


OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING.


We have never operated as a public company. Nataliia Kriukova, our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.


AS AN “EMERGING GROWTH COMPANY” UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.


We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

-

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

-

provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

-

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

-

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

-

 disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

 



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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.


We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.  


Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.


RISKS ASSOCIATED WITH THIS OFFERING


OUR PRESIDENT, MS. KRIUKOVA DOES NOT HAVE ANY PRIOR EXPERIENCE OFFRERING AND SELLING SECURITIES, AND OUR OFFERING DOES NOT REQUIRE A MIMIMUM AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT.


Ms. Kriukova does not have any experience conducting a securities offering. Consequently, we may not be able to raise any funds successfully. Also, the best effort offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.




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BECAUSE THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE COMPANY, YOU MAY NOT REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.

 

The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed on November 7, 2016 and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.


WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that she will be able to sell any of the shares. Unless she is successful in selling at least 50% of the shares and we receive the proceeds in the amount of $50,000 from this offering, we may have to seek alternative financing to implement our business plan.


ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK IN THE FUTURE WILL RESULT IN DILUTION TO PURCHASERS OF SECURITIES IN THIS OFFERING.


We are a start-up company and have earned $10,300 in revenues to date. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause interests of purchasers of securities in this offering to be diluted.  Such dilution will negatively affect the value of investors’ shares.


THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A “PENNY STOCK.”

 

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $10,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.



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DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

 

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”) and/or OTC Link. The OTCBB and OTC Link are a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB and OTC Link are not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board and and/or OTC Link. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time.  We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale.  As of the date of this filing, there have been no discussions or understandings between Arion Group Corp. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.


WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT SIGNIFICANT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

 

The estimated cost of this registration statement is $8,000. We will have to utilize funds from Nataliia Kriukova, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board and/or OTC Link. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board and OTC Link.




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THE COMPANY'S INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.


Our Articles of Incorporation authorizes the issuance of 75,000,000 shares of common stock, par value $0.001 per share, of which 5,000,000 shares are currently issued and outstanding. If we sell the 10,000,000 shares being offered in this offering, we would have 15,000,000 shares issued and outstanding. As discussed in the “Dilution” section below, the issuance of the shares of common stock described in this prospectus will result in substantial dilution in the percentage of our common stock held by our existing shareholders. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.



FORWARD LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

 

USE OF PROCEEDS

 

Our offering is being made on a self-underwritten and “best-efforts” basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.01. The following table sets forth the uses of proceeds in the order of priority assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $100,000 as anticipated.




Gross proceeds

 

$25,000

 

$50,000

 

$75,000

 

$100,000

Offering expenses

$

8,000

$

8,000

$

8,000

$

8,000

Net proceeds

$

17,000

$

42,000

$

67,000

$

92,000

SEC reporting and compliance

$

10,000

$

10,000

$

10,000

$

10,000

Establishing an office

$

1,000

$

1,000

$

2,000

$

3,000

Website development

$

3,000

$

3,000

$

4,000

$

5,000

Sales persons salary

$

-

$

18,000

$

36,000

$

54,000

Marketing and advertising

$

3,000

$

9,000

$

13,500

$

18,000

Miscellaneous expenses

$

-

$

1,000

$

1,500

$

2,000



The above figures represent only estimated costs. If necessary, Nataliia Kriukova, our president and director, has verbally agreed to loan the Company funds to complete the registration process. Also, these loans would be necessary if the proceeds from this offering will not be sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board and/or OTC Link when and if our common stocks become eligible for trading on the Over-the-Counter Bulletin Board and/or OTC Link. Ms. Kriukova will not be paid any compensation or anything from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Kriukova. Ms. Kriukova will be repaid from revenues of operations if and when we generate substantial revenues to pay the obligation. We will not be using any proceeds to purchase or manufacture cedar phyto barrels product.





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DETERMINATION OF OFFERING PRICE

 

The offering price of the shares has been determined arbitrarily by us.  The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company.  In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan.  Accordingly, the offering price should not be considered an indication of the actual value of the securities.


DILUTION

 

The price of the current offering is fixed at $0.01 per share. This price is significantly higher than the price paid by the Company’s officer for common equity since the Company’s inception on November 7, 2016.  Nataliia Kriukova, the Company’s sole officer and director, paid $0.001 per share for the 5,000,000 shares of common stock she purchased from the Company on December 28, 2016.

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.


As of April 30 , 2017, the net tangible book value of our shares of common stock was $ 1,926 or approximately $0.0004 per share.


If 100% of the Shares Are Sold:


Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 15,000,000 shares to be outstanding will be $ 93,926 or approximately $0.0063 per share. The net tangible book value per share prior to the offering is $0.0004. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0059 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.01 per share to $0.0063  per share.


After completion of this offering, if 10,000,000 shares are sold, investors in the offering will own approximately 66.67% of the total number of shares then outstanding for which they will have made cash investment of $100,000, or $0.01 per share. Our existing stockholder will own approximately 33.33% of the total number of shares then outstanding, for which she has made contributions of cash totalling $5,000.00 or $0.001 per share.




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If 75% of the Shares Are Sold


Upon completion of this offering, in the event 7,500,000 shares are sold, the net tangible book value of the 12,500,000 shares to be outstanding will be $ 68,926 , or approximately $0.0055 per share. The net tangible book value per share prior to the offering is $0.0004. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0051 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.01 per share to $0.0055 per share.


After completion of this offering investors in the offering will own 60% of the total number of shares then outstanding for which they will have made cash investment of $75,000, or $0.01 per share. Our existing stockholder will own 40% of the total number of shares then outstanding, for which she has made contributions of cash totaling $5,000 or $0.001 per share.


If 50% of the Shares Are Sold


Upon completion of this offering, in the event 5,000,000 shares are sold, the net tangible book value of the 10,000,000 shares to be outstanding will be $ 43,926 or approximately $0.0044 per share. The net tangible book value per share prior to the offering is $0.0004. The net tangible book value of the shares held by our existing stockholders will be increased by $0.004 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.01 per share to $0.0044 per share.


After completion of this offering investors in the offering will own 50% of the total number of shares then outstanding for which they will have made cash investment of $50,000, or $0.01 per share. Our existing stockholder will own 50% of the total number of shares then outstanding, for which she has made contributions of cash totaling $5,000 or $0.001 per share.


If 25% of the Shares Are Sold


Upon completion of this offering, in the event 2,500,000 shares are sold, the net tangible book value of the 7,500,000 shares to be outstanding will be $ 18,926 or approximately $0.0025 per share. The net tangible book value per share prior to the offering is $0.0004. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0021 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.01 per share to $0.0025 per share.


After completion of this offering investors in the offering will own approximately 33.33% of the total number of shares then outstanding for which they will have made cash investment of $25,000, or $0.01 per share. Our existing stockholder will own approximately 66.67% of the total number of shares then outstanding, for which she has made contributions of cash totaling $5,000 or $0.001 per share.


Existing stockholders if all of the shares are sold


 

 

 

 

 

Price per share

$

 

0.001

 

Net tangible book value per share before offering

$

 

0.0004

 

Potential gain to existing shareholders

$

 

0.0059

 

Net tangible book value per share after offering

$

 

0.0063

 

Capital contribution by officer & director in  December 28, 2016

$

 

5,000

 

Capital contributions by investors in the offering

$

 

100,000

 

Number of shares outstanding before the offering

 

 

5,000,000

 

Number of shares after offering held by existing stockholder

 

 

5,000,000

 

Percentage of ownership after offering

 

 

33.33%

 





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New shareholders


 

 

 

PERCENTAGE OF SHARES SOLD

 

DILUTION TO NEW SHAREHOLDERS

 

 

25%

 

50%

 

75%

 

 

100%

 

Per share offering price

 

$

0.01

 

0.01

 

0.01

 

$

0.01

 

Net tangible book value per share before offering

 

$

0.0004

 

0.0004

 

0.0004

 

$

0.0004

 

Net tangible book value per share after offering

 

$

0.0025

 

0.0044

 

0.0055

 

$

0.0063

 

Decrease in investment to new shareholders

 

$

0.0075

 

0.0056

 

0.0045

 

$

0.0037

 

Dilution to new shareholders

 

 

75%

 

56

%

45

%

 

37

%


 

 

 

 

 

 

 

 

 

 

 

 

 

 


MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.


We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

 

 

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;


 

provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;


 

 

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

 

 

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 

 

 

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

 



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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.


We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.  


Our cash balance is $ 1,867 as of April 30 , 2017.  We believe our cash balance is not sufficient to fund our operations for any period of time.  We have been utilizing and may utilize funds from Nataliia Kriukova, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees.  As of April 30 , 2017, Ms. Kriukova advanced us $2,663. Ms. Kriukova, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.  In order to implement our plan of operations for the next twelve-month period, we require a minimum of $50,000 of funding from this offering. Being a start-up company, we have very limited operating history. Our operations to date have been devoted primarily to start-up and development activities, which include formation of the Company, development of our business plan , negotiation with potential customers and suppliers and identification our first clients and selling our product to them . After twelve months period, we may need additional financing. We do not currently have any arrangements for additional financing. Our principal executive offices are located at 18401 Collins Ave., #1220, Sunny Isles Beach, FL 33160. Our phone number is (786) 577-7070.


We are a start-up company and have earned a $10,300 in revenues to date. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring sales personnel and entering into agreements with new clients. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing.  


Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have generated limited revenue and no substantial revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

 



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To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.


If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $100,000 from this offering, it will last one year, but we may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.


PLAN OF OPERATION


We are in the business of distribution of cedar phyto barrels. Our principal business activities to date consist of incorporating the Company, creating a business plan and negotiation with potential customers and suppliers. As of today, we earned $10,300 in revenues. Our current cash balance will not be sufficient to fund our operations for the next 12 months, if we are unable to successfully raise money in this offering. However, if we sell 50% of the securities offered for sale by the Company and raise the gross proceeds of $50,000 will satisfy cash requirements for 12 months and we will not be required to raise additional funds to meet operating expenses, but our growth strategy will be limited. If we need more money, we will have to revert to obtaining additional financing by way of a private debt or equity financing. We may also utilize funds from Ms. Kriukova, our Sole Officer and Director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. There is no a maximum amount of funds that our President has agreed to advance. Ms. Kriukova, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We will not be using any proceeds from this offering to purchase or manufacture cedar phyto barrels product.


Our independent registered public accountant has issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated limited revenues and no substantial revenues are anticipated until we complete our initial business development. During first months after completion of this offering, we will establish our office and develop our web site. During months 7-12 we will be developing our marketing campaign and we believe we will start to sell our products and earn sufficient revenue.  Until this time, we do not believe that our operations will be profitable. There is no assurance we will ever reach that stage.


We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. Upon completion of our public offering, our specific goal is to sell cedar phyto barrels. To meet a minimum annual sales requirement, we need proceeds from this offering to implement our business plan   and expand our operations . Below, there is our plan of operations following the completion of this offering. There is no assurance that we will generate significant revenue in the first 12 months after completion our offering or ever generate significant revenue.




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After the effectiveness of our registration statement by the Securities and Exchange Commissions, we intend to concentrate our efforts on raising capital.  During this period, our operations will be limited due to the limited amount of funds on hand.  Upon completion of our public offering, our specific goal is to profitably sell our cedar phyto barrels. Our plan of operations following the completion is as follows:


Establish our Office

Time Frame: 1st- 3rd months.

Material costs: $1,000-$3,000.


Upon completion of the offering we plan to set up an office in the United States and acquire the necessary equipment to continue operations. We plan to purchase office equipment such as computer, telephones, fax, office supplies and furniture. Our sole officer and director, Nataliia Kriukova will take care of our initial administrative duties. We believe that it will cost at least $1,000 to set up office and obtain the necessary equipment and stationery to continue operations. If we sell 75% of the shares offered we will buy better equipment with advanced features that will cost us approximately $1,000 more. In this case, set up costs will be approximately $2,000. In the event we sell all of the shares offered we will buy additional and more advanced equipment that will help us in everyday operations; therefore the office set up cots will be approximately $3,000.


Develop Our Website

Time Frame: 4th – 6th months.

Material costs: $3,000-$5,000.


During this period, we intend to begin developing our website. Our sole officer and director, Nataliia Kriukova will be in charge of registering our web domain. As of the date of this prospectus we have not yet identified or registered any domain names for our website. Once we register our web domain, we plan to hire a web designer to help us with the design and develop our website. We do not have any written agreements with any web designers at current time. The website development costs, including site design and implementation will be approximately $3,000. If we sell 75% or 100% of the shares offered and all of the shares offered we will develop more sophisticated and well-designed web site, therefore developing cost will be $4,000 and $5,000 accordingly. Updating and improving our website will continue throughout the lifetime of our operations.


Negotiate agreements with potential customers

Time Frame: 6th-12th months.

No material costs.


When our website is operational, we plan to contact and start negotiation with new potential customers. We plan to enter into distribution agreements with local home and garden product distributors, home improvement stores, SPAs, gyms, massage parlors, health centers and individuals who can order cedar phyto barrels from us. We will negotiate terms and conditions of collaboration. Initially, our sole officer and director, Ms. Kriukova, will look for potential customers. This activity will be ongoing throughout our operations. Even if we are able to obtain sufficient number of agreements at the end of the twelve-month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.


As of today, we have identified two customers and earned $10,300 in revenue from selling our cedar phyto barrels to them .




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Marketing

Time Frame: 7th - 12th months.

Material costs: $9,000-$18,000.


Once our website is operational, we will begin to market our product. We intend to use marketing strategies, such as newspaper and web advertisements, direct mailing, and phone calls to acquire potential customers. We also expect to get new clients from Internet, social networking and "word of mouth" advertising. We also plan to attend trade shows in our industry to showcase our product with a view to find new customers. We believe that we should begin to see results from our marketing campaign within 120 days from its initiation. We intend to spend from $9,000 to $18,000 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations.


If we do not raise at least $50,000 in this offering, we must limit our marketing activities and may not be able to make our product known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.


Hire a sales person

Time Frame: 7th - 12th months.

Material costs: $18,000-$54,000.


If we sell at least 50% of shares in this offering, we intend to hire one salesperson with good knowledge and connections in the home improvement distribution industry. The salesperson’s job would be to find new potential purchasers, introduce our products and to set up agreements with them to buy our cedar phyto barrels. If we sell 75% or 100% shares in this offering, we intend to hire 2 and 3 sales persons respectively. The negotiation of additional agreements with potential customers will be ongoing during the life of our operations.


In summary, during 1st-6th month we should have established our office and developed our website. After this point we should be ready to start more significant operations and start selling our products. During months 7-12 we will be developing our marketing campaign. There is no assurance that we will generate significant revenue in the first 12 months after completion our offering or ever generate any substantial revenue.


Nataliia Kriukova, our president will be devoting approximately twenty hours per week to our operations. Once we expand operations, and are able to attract more and more customers to buy our products, Ms. Kriukova has agreed to commit more time as required. Because Ms. Kriukova will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.




21 | Page






Estimated Expenses for the Next Twelve Month Period


The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.  


Description

If 25% shares sold

If 50% shares sold

If 75% shares sold

If 100% shares sold

Fees

Fees

Fees

Fees

SEC reporting and compliance

Establishing an office

Website development 

Marketing and advertising 

Sales person salary

Other Expenses

$10,000

$1,000

$3,000

$3,000

-

-

$10,000

$1,000

$3,000

$9,000

$18,000

$1,000

$10,000

$2,000

$4,000

$13,500

$36,000

$1,500

$10,000

$3,000

$5,000

$18,000

$54,000

$2,000

Total

$17,000

$42,000

$67,000

$92,000


The various offering amounts presented in the table above are for illustrative purposes only and the actual amount of proceeds raised, if any, may differ significantly.


OFF-BALANCE SHEET ARRANGEMENTS

 

We have no 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.


LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations, and as of today, have earned $10,300 in revenues . We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.


We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.


Results of operations


From Inception on November 7, 2016 to January 31, 2017


During the period, we incorporated the company and prepared a business plan. As January 31, 2017 , we had recognized no revenue. Our loss since inception was $3,080.

During the period, we have sold 5,000,000 shares of common stock to our sole officer and director for net proceeds of $5,000.


Three Months Ended April 30, 2017


During the period, we identified two customers and started to sell our product. As of today , we have recognized $10,300 in revenue. Our net income for the three months ended April 30, 2017 is $6. We have recently started our proposed business operations and need proceeds from this offering to implement our business plan and expand operations.


Since inception, we have sold 5,000,000 shares of common stock to our sole officer and director for net proceeds of $5,000.




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LIQUIDITY AND CAPITAL RESOURCES

 

As of April 30 , 2017, the Company had $ 1,867 cash and our liabilities were $2,663, comprising $2,663 owed to Nataliia Kriukova, our sole officer and director. The available capital reserves of the Company are not sufficient for the Company to remain operational.


We are attempting to raise funds to proceed with our plan of operation. We will have to utilize funds from Nataliia Kriukova, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. However, Ms. Kriukova has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. To proceed with our operations within 12 months, we need a minimum of $50,000. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus.  We will attempt to raise at least the minimum funds necessary to proceed with our plan of operation. In a long term, we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.


Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital.  No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting.


Should the Company fail to sell less than 50% of its shares under this offering the Company would be forced to scale back or abort completely the implementation of its 12-month plan of operation.



DESCRIPTION OF BUSINESS

 

General


Arion Group Corp. was incorporated in the State of Nevada on November 7, 2016 and established a fiscal year end of January 31. As of today, we have had $10,300 in revenues, have minimal assets and have incurred losses of $3,074 since inception. We are a start-up company formed to commence operations in the distribution of cedar phyto barrels in the USA and Europe. We have recently started our operation. Our operations to date have been devoted primarily to start-up and development activities, which include:


1. Formation of the Company;


2. Development of our business plan;


3. Negotiation with potential customers and suppliers ; and


4. Identification our first clients and selling our product to them.


We maintain our statutory registered agent's office at 2360 Corporate Circle, Suite 400, Henderson, Nevada 89074. Our business office is located at 18401 Collins Ave., #1220, Sunny Isles Beach, FL 33160. Our telephone number is (786) 577-7070.


We plan to market and distribute an assortment of cedar phyto barrels in the USA and Europe. Our products will be offered at prices marked-up from 80% to 100% of our cost. Our customers will be asked to pay us 100% in advance. We plan to fill placed orders and to supply the products within a period of thirty days (30) days or less following receipt of any written order. We do not intend to offer any credit terms relating to order payments. Because our customers will be asked to pay us 100% in advance, we will not be using any proceeds from this offering to purchase cedar phyto barrels. Customers will have two options to pay for products: by wire transfer or by sending a check/money order. If customer decides to pay by check/money order, then we will apply a certain amount of days before shipping to have the check/money order cleared. Customers will be responsible to cover the shipping costs. Since we anticipate having a 30-day period to process/fill orders, we do not plan to purchase inventory in advance, but rather on request basis. We do not intend to store inventory for any period of time. The orders will be shipped to the customers upon customers’ requests. Customers will be responsible for the custom duties, taxes, insurance or any other additional charges that might incur.


We plan to purchase our cedar phyto barrels from manufactures in Russia and ship them to our clients in the USA and Europe. There are many large manufactures of cedar phyto barrels such as Novosibirsk Cedar Factory (Novosibirsk), Hot-Tub (Noginsk), OOO Kedr Sibiri (Barnaul), EcoLife (Novosibirsk), KedrProm (Novosibirsk) as well as small manufactures that can produce any custom-made cedar phyto barrels. We intend to work with both, with large and small manufactures. As of today, we have no agreement with any supplier.


Product


Based on our experience, Internet articles and customer’s reviews, we believe that phytosaunas are becoming more and more popular at home. This is not a modern invention: the healing properties of heated steam, enriched with sweet smells of plants and essential oils, have been known since ancient times. The only important innovation in this field is that now anybody can visit his or her sauna at home. You will need a special container – phyto barrel. Most often it is made of cedar wood, because it contains a huge amount of healing substances. Phyto barrel is a sealed wooden container in which the person is fully immersed, leaving only his head outside. The steam generator is mounted in a special compartment of the barrel. It is necessary to heat the water or broth from a plant to a temperature that begins to form steam. Pressurized steam is saturated with herbal teas (that's why the prefix "phyto" is used). Mixtures of dried and crushed herbs are put in a special container inside the steam generator. Slightly cooled steam is fed into the interior of the barrel through small holes to where a person is. There are analogues of phyto barrel such as Turkish hammam, and Japanese ofuro. It is noteworthy that phyto barrel needs very little space and can be located even in urban apartments, offices, massage parlors and gyms. It works on AC power and does not require sewerage or water supply.


Influence of Phyto barrels on the human body


Phytosauna produces comprehensive influence on the entire body, the healing steam contacts the whole body except the head. The skin warms up, the pores are opened and cleaned. Blood vessels dilate, blood and lymph circulation improve. Metabolism is enhanced. Salts, toxins are released from the skin, skin is saturated with healing agents and essential oils. Immunity is enhanced as well, it normalizes the respiratory, nervous, cardiovascular, urogenital and endocrine systems. The skin is rejuvenated, effects of cellulite are reduced, stretch marks become less visible, the excess weight is reduced. Based on our experience and numerous Internet articles (1), we believe that there is virtually no organ in the human body, which would not have felt the positive impact of the adoption of phytosaunas. Phytosaunas is a kind of herbal medicine, and if used properly they can cure many diseases, improve condition of the body and rejuvenate it, not to mention the fact that it can release of fatigue, depression and stress. The procedure takes 15-20 minutes at a temperature of 42-45 Celsius degrees.


(1)

http://www.villareta.com/mini--phyto-sauna.html

http://www.hot-tub.ru/en/projects/phyto-barrels-and-mini-saunas/http://en.voevodyno.com/spa/fito/

http://cedrowefitobeczki.eu/en

http://spapivo.ru/en/phyto-barrel





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Sales and Marketing Strategy


We intend to enter into agreements with numerous local home and garden product distributors, home improvement stores, SPAs, gyms, massage parlors, health centers and individuals who can order cedar phyto barrels from us. Initially, our sole officer and director, Nataliia Kriukova will market our products. If we sell at least 50% shares in this offering, we intend to hire one salesperson with good knowledge and connections in the home improvement distribution industry to introduce our products. The salesperson’s job would be to find new potential purchasers, and to set up agreements with them to buy our cedar phyto barrels. We intend to focus on direct marketing efforts whereby our representative will directly contact:


*   home and garden product distributors;

*   home improvement chain stores;

*   health resorts and health centers;

*   SPAs, gyms, massage parlors;

   *   retail customers purchasing our cedar phito barells for themselves;

   *   other stores selling saunas and sauna accessories.


We intend to use marketing strategies, such as newspaper and web advertisements, direct mailing, and phone calls to acquire potential customers. We plan to develop a website to market and display our products.  As of the date of this prospectus we have not yet identified or registered any domain names for our website. To accomplish this, we plan to contract an independent web designing company. Our website will describe our product in detail, show our contact information, and include some general information and pictures of cedar phyto barrels. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words and metatags, and utilizing link and banner exchange options. We intend to promote our website by displaying it on our promotion materials.


To draw attention from potential customers and end users we plan to market and advertise our company though social networking. Websites such as Facebook and Twitter have come a long way in only a few years to be household names all over the world. We intend to use these websites to spread out information about our cedar phyto barrels. We intend to implement word of mouth advertising into our business model. We believe a huge marketing opportunity on the internet is spreading word of mouth, a form of free advertising.


We also plan to attend trade shows in home improvement industry to showcase our product with a view to find new customers. We will intend to continue our marketing efforts during the life of our operations. We intend to spend at least $9,000 on marketing efforts during the first year. There is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.


Competition


The biggest threat to our success is competition due to low barriers of entry in the cedar phyto barrel distribution market. If other companies start offering similar or same products, this will result lower revenue. There are many domestic and international companies that offer similar products. If they start to offer cedar phyto barrels, we will be in direct competition with them. Many of these companies have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to offer better prices for similar products than us which may also cause us to lose potential customers. We also expect to face competition from new market entrants.  We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.




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Insurance


We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.


Employees


We are a start-up company and currently have no employees, other than our sole officer, Nataliia Kriukova.


Offices


Our business office is located at 18401 Collins Ave., #1220, Sunny Isles Beach, FL 33160.  This is the office provided by our President and Director, Nataliia Kriukova. Our phone number is (786) 577-7070.  We do not pay any rent to Ms. Kriukova and there is no agreement to pay any rent in the future.


Government Regulation


We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.


LEGAL PROCEEDINGS


We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.


DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON


The name, age and titles of our executive officer and director are as follows:


Name and Address of Executive

   Officer and/or Director

 

Age

 

Position

 

 

 

 

 

Nataliia Kriukova

18401 Collins Ave., #1220, Sunny Isles Beach, FL 33160

 

41

 

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)


Nataliia Kriukova has acted as our President, Treasurer, Secretary and Director since our incorporation on November 7, 2016. There was no any arrangement or understanding between Ms. Kriukova and any other person(s) pursuant to which she was selected as a director of the company. Ms. Kriukova owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Kriukova was going to be our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Ms. Kriukova graduated in 2000 with bachelor degree in marketing from Baikalsky State Economic University. Since 2005 she has been working as owner/operator of her own business in home and garden products distribution, Novaya Banya, Irkutsk, Russia. Ms. Kriukova intends to devote 20 hours a week of her time to planning and organizing activities of Arion Group Corp. Once we expand operations, and are able to attract more customers to purchase our product, Ms. Kriukova has agreed to commit more time as required. Because Ms. Kriukova will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.



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


    1. Any bankruptcy petition filed by or against any business of which Ms. Kriukova 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.

     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 Ms. Kriukova’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.


TERM OF OFFICE

 

Our director is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues.  Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.


DIRECTOR INDEPENDENCE

 

Our board of directors is currently composed of one member, Nataliia Kriukova, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.  The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.  In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.  Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.




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EXECUTIVE COMPENSATION

 

MANAGEMENT COMPENSATION


The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on November 7, 2016 until April 30 , 2017:


Summary Compensation Table


Name and

Principal

Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

All Other

Compensation

($)

All Other

Compensation

($)

Total

($)

Nataliia Kriukova, President, Secretary and Treasurer

November 7, 2016 to April 30 , 2017


-0-


-0-


-0-


-0-


-0-


-0-


-0-


-0-


There are no current employment agreements between the company and its officer.


Ms. Kriukova currently devotes approximately twenty hours per week to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.


There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.


Director Compensation


The following table sets forth director compensation as of April 30 , 2017:


Name

Fees

Earned

or Paid

in Cash

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nataliia Kriukova

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Nataliia Kriukova is our officer, director, control person and promoter and she shall receive no compensation for the placement of the offering. There is no any promoter(s) of the company other than Ms. Kriukova.



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On December 28, 2016, we issued a total of 5,000,000 shares of restricted common stock to Nataliia Kriukova in consideration of $5,000. The estimated cost of this registration statement is $8,000, and Ms. Kriukova has verbally agreed to loan the company funds to complete the registration process. Further, Ms. Kriukova has advanced funds to us. As of April 30 , 2017, Ms. Kriukova advanced us $2,663. Ms. Kriukova will not be repaid from the proceeds of this offering. The loan is due upon demand. Ms. Kriukova will be repaid from revenues of operations if and when we generate substantial revenues to pay the obligation. There is no assurance that we will ever generate substantial revenues from our operations. The obligation to Ms. Kriukova does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. Kriukova or the repayment of the funds to Ms. Kriukova. The entire transaction was oral. Ms. Kriukova is providing us office space free of charge and we have a verbal agreement with Ms. Kriukova that, if necessary, she will loan the company funds to complete the registration process.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 30 , 2017 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.  Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.


Title of Class

 

Name and Address of

Beneficial Owner

 

Amount and Nature of 

Beneficial Ownership

 

Percentage

 

 

 

 

 

 

 

 

 

Common Stock

 

Nataliia Kriukova

18401 Collins Ave., #1220, Sunny Isles Beach, FL 33160

 

5,000,000 shares of common stock (direct)

 

 

100

%

 

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.  As of April 30, 2017, there were 5,000,000 shares of our common stock issued and outstanding.


Future sales by existing stockholders


A total of 5,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.


There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There is one holder of record for our common stock. The record holder is our sole officer and director who owns 5,000,000 restricted shares of our common stock.



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PLAN OF DISTRIBUTION

 

Arion Group Corp. has 5,000,000 shares of common stock issued and outstanding as of the date of this prospectus.  The Company is registering an additional of 10,000,000 shares of its common stock for sale at the price of $0.01 per share. There is no arrangement to address the possible effect of the offering on the price of the stock. This offering is being made by us without the use of outside underwriters or broker-dealers.  The shares of common stock to be sold by us will be sold on our behalf by Nataliia Kriukova, our sole executive officer and director. She will not receive commissions, proceeds or other compensation from the sale of any shares on our behalf. 


This offering is self-underwritten, which means that it does not involve the participation of an underwriter or broker, and as a result, no broker for the sale of our securities will be used. In the event a broker-dealer is retained by us to participate in the offering, we must file a post-effective amendment to the registration statement to disclose the arrangements with the broker-dealer, and that the broker-dealer will be acting as an underwriter and will be so named in the prospectus. Additionally, FINRA must approve the terms of the underwriting compensation before the broker-dealer may participate in the offering.


To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.


We are subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and a distribution participant under Regulation M. All of the foregoing may affect the marketability of the common stock.


All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. 

 

Procedures for Subscribing


If you decide to subscribe for any shares in this offering, you must:


-

execute and deliver a subscription agreement which is filed as an exhibit to this prospectus; and

-

deliver a check or certified funds to us for acceptance or rejection.


All checks for subscriptions must be made payable to “Arion Group Corp.” The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers. 


Right to Reject Subscriptions


We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them. 



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Penny Stock Regulations

You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $10,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must 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. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.


DESCRIPTION OF SECURITIES

 

GENERAL

 

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. As of April 30, 2017, there were 5,000,000 shares of our common stock issued and outstanding those were held by one registered stockholder of record and no shares of preferred stock issued and outstanding. Our sole officer and director, Nataliia Kriukova owns 5,000,000.


COMMON STOCK

 

The following is a summary of the material rights and restrictions associated with our common stock.

 

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.




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PREFERRED STOCK


We do not have an authorized class of preferred stock.


WARRANTS


We have not issued and do not have any outstanding warrants to purchase shares of our common stock.


OPTIONS


We have not issued and do not have any outstanding options to purchase shares of our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

DIVIDEND POLICY

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 


INDEMNIFICATION


Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of her position, if she acted in good faith and in a manner she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which she is to be indemnified, we must indemnify her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.


Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to director or officer under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.





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INTERESTS OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $100,000, directly or indirectly, in the Company or any of its parents or subsidiaries.  Nor was any such person connected with Arion Group Corp. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

EXPERTS

 

MaloneBailey, LLP, our independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. MaloneBailey, LLP has presented its report with respect to our audited financial statements.


LEGAL MATTERS


The Law Office of Conrad C. Lysiak, P.S. has opined on the validity of the shares of common stock being offered hereby.


AVAILABLE INFORMATION

 

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act.  You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

 

We have had no changes in or disagreements with our independent registered public accountant.

 



32 | Page






FINANCIAL STATEMENTS

Our fiscal year end is January 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by MaloneBailey, LLP.

The financial information presented is the audited financial statements for the period from Inception (November 7, 2016) to January 31, 2017 and the unaudited financial statements for the three months ended April 30, 2017.






INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm

F-1

 

 

Audited Financial Statements

 

 

 

Balance Sheet – January 31, 2017

F-2

 

 

Statement of Operations – November 7, 2016 (Inception) through January 31, 2017

F-3

 

 

Statement of Stockholders’ Equity–  November 7, 2016 (Inception) through January 31, 2017

F-4

 

 

Statement of Cash Flows –  November 7, 2016 (Inception) through January 31, 2017

F-5

 

 

Notes to Financial Statements

F-6

 

 

Unaudited Financial Statements

 

 

 

Balance Sheets –  April 30, 2017 and January 31, 2017

F-9

 

 

Statement of Operations – Three months ended April 30, 2017

F-10

 

 

          Statement of Cash Flows– Three months ended April 30, 2017

F-11

 

 

Notes to Financial Statements

F-12






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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders

Arion Group Corp.

Sunny Isles Beach, Florida


We have audited the accompanying balance sheet of Arion Group Corp. (the “Company”) as of January 31, 2017, and the related statements of operations, stockholders’ equity, and cash flows for the period from November 7, 2016 (inception) through January 31, 2017. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Arion Group Corp. as of January 31, 2017, and the results of its operations and its cash flows for the period from November 7, 2016 (inception) through January 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

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 losses from operations 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.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

March 23, 2017

F-1



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ARION GROUP CORP.

BALANCE SHEET

 

 

JANUARY 31, 2017

ASSETS

 

 

Current Assets

 

 

 

Cash

 

$        4,583

 

Total current assets

 

4,583

Total Assets                                                         

 

$        4,583

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

Loan from related party

 

$        2,663

 

Total current liabilities

 

2,663

Total Liabilities

 

2,663

 

Stockholders’ Equity

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

5,000,000 shares issued and outstanding

 

5,000

 

Accumulated Deficit

 

(3,080)

Total Stockholders’ equity

 

1,920

 

 

 

Total Liabilities and Stockholders’ equity

 

$        4,583        



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


F-2



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ARION GROUP CORP.

STATEMENT OF OPERATIONS

 

 

 

 

For the period from Inception (November 7, 2016) to January 31, 2017


Operating expenses

 

 

 

 

 General and administrative expenses

 

 

 

3,080

Loss from operations

 

 

 

(3,080)

Loss before provision for income taxes

 

 

 

(3,080)

 

 

 

 

 

Provision for income taxes

 

 

 

-

 

 

 

 

 

Net income (loss)

 

 

 

$      (3,080)

 

 

 

 

 

Income (loss) per common share:

 Basic and Diluted

 

 

 

$       (0.00)

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

 

 

 

2,034,883


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


F-3



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ARION GROUP CORP.

STATEMENT OF STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM INCEPTION (NOVEMBER 7, 2016) to JANUARY 31, 2017

 

Number of

Common

Shares


Amount

 

Accumulated

deficit



Total

Balance at November 7, 2016, Inception  

-

$     -  

 

$        -  

$         -  

Shares issued at $0.001

5,000,000

5,000

 

-

5,000

Net income (loss) for the year                                                                  

-

-

 

(3,080)

(3,080)

Balances as of January 31, 2017

5,000,000

5,000

 

$ (3,080)

$     1,920



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

 

F-4



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ARION GROUP CORP.

STATEMENT OF CASH FLOWS

 

 

For the period from Inception (November 7, 2016) to January 31, 2017

 

Cash flows from Operating Activities

 

 

 

 

Net loss

 

$          (3,080)

 

 

Change in operating assets and liabilities:

 

 

 

 

Accounts payable

 

563

 

 

Net cash provided by operating activities

 

(2,517)

 

 

 

 

 

 

 

 

 

 

Cash flows from Financing Activities

 

 

 

 

Proceeds from sale of common stock

 

5,000

 

 

Proceeds of loan from related parties

 

2,100

 

 

Net cash provided by financing activities

 

7,100

 

Net increase in cash and equivalents

 

4,583

 

Cash and equivalents at beginning of the period

 

-

 

Cash and equivalents at end of the period

 

$           4,583

 

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

 

$                -

 

 

Taxes                                                                                           

 

$                -

 



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


F-5



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ARION GROUP CORP.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (NOVEMBER 7, 2016) TO JANUARY 31, 2017


NOTE 1 – ORGANIZATION AND BUSINESS

 

ARION GROUP CORP. (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 fiscal year end. The company intends to be in the business of distribution of cedar phyto barrels.


NOTE 2 – GOING CONCERN


The Company’s financial statements as of January 31, 2017 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 and allow it to continue as a going concern. The Company has accumulated loss from inception (November 7, 2016) to January 31, 2017 of $3,080. 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 financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.


Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At January 31, 2017 the Company's bank deposits did not exceed the insured amounts.


F-6



39 | 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.




Stock-Based Compensation


As of January 31, 2017, the Company has not issued any stock-based payments to its employees.

Stock-based compensation to employees is accounted for at fair value in accordance with ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Revenue Recognition

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. We will record revenue when persuasive evidence of an arrangement exists, the services have been provided, the price to the customer is fixed or determinable and collectability of the revenue is reasonably assured.



Income Taxes


The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


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 – CAPTIAL STOCK


The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

On December 28, 2016, the Company issued 5,000,000 shares of its common stock at $0.001 per share for total proceeds of $5,000.

As of January 31, 2017, the Company had 5,000,000 shares issued and outstanding.

F-7



40 | Page








NOTE 5 – 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.  


Since November 7, 2016 (Inception) through January 31, 2017, the Company’s sole officer, shareholder and director loaned the Company $2,663 to pay for incorporation costs and operating expenses.  As of January 31, 2017, the amount outstanding was $2,663. The loan is non-interest bearing, due upon demand and unsecured.


The Company’s sole officer, shareholder and director provides the office to the company. We do not pay any rent to Ms. Kriukova and there is no agreement to pay any rent in the future.



NOTE 6. INCOME TAXES

 

The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the period from inception to January 31, 2017 to the company’s effective tax rate is as follows: 

 

Tax benefit at U.S. statutory rate

$

(1,047)

Change in valuation allowance

 

1,047

 

$

-

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at January 31, 2017 are as follows:

 

Deferred tax assets:

 

 

Net operating loss

 

1,047

Valuation allowance

 

(1,047)

 

$

-

 


The Company has approximately $ 3,080 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.



NOTE 7. SUBSEQUENT EVENTS



Management has evaluated events occurring from January 31, 2017 through March 23, 2017 the date that these financial statements were available to be issued. There have been no other events that would require adjustment to or disclosure in the financial statements.


F-8



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ARION GROUP CORP.

BALANCE SHEETS

(Unaudited)

 

APRIL 30, 2017

JANUARY 31, 2017

ASSETS

 

 

Current Assets

 

 

 

Cash

$     1,867

$        4,583

 

Inventory

1,400

-

 

Total current assets

3,267

4,583

 

 

 

 

Property and equipment, net

1,322

-

Total Assets                                                         

$     4,589

$        4,583

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

Loan from related party

$     2,663

$        2,663

 

Total current liabilities

2,663

2,663

Total Liabilities

2,663

2,663

 

Stockholders’ Equity

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

5,000,000 shares issued and outstanding

5,000

5,000

 

Accumulated Deficit

(3,074)

(3,080)

Total Stockholders’ equity

1,926

1,920

 

 

 

Total Liabilities and Stockholders’ equity

$    4,589

$        4,583        



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

 

F-9



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ARION GROUP CORP.

STATEMENT OF OPERATIONS

Unaudited

 

 

 

 

Three months ended April 30, 2017

Revenue

 

 

 

$   10,300

 

 

 

 

 

Cost of goods sold

 

 

 

5,600

Gross profit

 

 

 

4,700

 

 

 

 

 

Operating expenses

 

 

 

 

 General and administrative expenses

 

 

 

4,694

Income from operations

 

 

 

6

Income before provision for income taxes

 

 

 

6

 

 

 

 

 

Provision for income taxes

 

 

 

-

 

 

 

 

 

Net income

 

 

 

$      6

 

 

 

 

 

Income  per common share:

 Basic and Diluted

 

 

 

$ 0.00

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

 

 

 

5,000,000


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


F-10



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ARION GROUP CORP.

STATEMENT OF CASH FLOWS

Unaudited

 

 

Three months ended April 30, 2017

 

Cash flows from Operating Activities

 

 

 

 

Net income

 

$          6

 

 

Depreciation

 

78

 

 

Increase in Inventory

 

(1,400)

 

 

Net cash used in operating activities

 

(1,316)

 

 

 

 

 

 

 

 

 

 

Cash flows from Investing Activities

 

 

 

  Purchase of property and equipment

 

     (1,400)

 

Net cash used in investing activities

 

(1,400)

 

 

 

 

 

Net decrease in cash

 

(2,716)

 

Cash at beginning of the period

 

4,583

 

Cash at end of the period

 

$      1,867

 

Supplemental cash flow information:

 

 

 

Cash paid for:

 

 

 

Interest                                                                                               

 

$          -

 

Taxes                                                                                           

 

$          -

 



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


F-11



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ARION GROUP CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED APRIL 30, 2107


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. The Company is in the business of distribution of cedar phyto barrels.


Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and results of operations for the interim period presented have been reflected herein. Operating results for the three months ended April 30, 2017 are not necessarily indicative of the final results that may be expected for the year ended January 31, 2018. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the period from November 7, 2016 (inception) to January 31, 2017.

NOTE 2 – GOING CONCERN


The Company’s financial statements as of and for the three months ended April 30, 2017 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 and allow it to continue as a going concern. The Company has accumulated losses from inception (November 7, 2016) to April 30, 2017 of $3,074. 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.


F-12



45 | Page






NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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.



Revenue Recognition

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. We recognize revenue when persuasive evidence of an arrangement exists, the goods have been delivered, the price to the customer is fixed or determinable and collectability of the revenue is reasonably assured.



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

 

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.  


Since November 7, 2016 (Inception) through April 30, 2017, the Company’s sole officer, shareholder and director loaned the Company $2,663 to pay for incorporation costs and operating expenses.  As of April 30, 2017, the amount outstanding was $2,663. The loan is non-interest bearing, due upon demand and unsecured.


The Company’s sole officer, shareholder and director provides the office to the Company. We do not pay any rent to Ms. Kriukova and there is no agreement to pay any rent in the future.



NOTE 5 - SUBSEQUENT EVENTS



The Company evaluated all events and transactions that occurred after April 30, 2017 through July 10, 2017, the date these financial statements were issued, and has determined that there have been no events after April 30, 2017 for which recognition or disclosure is required.


F-13



46 | Page










PROSPECTUS

 

10,000,000 SHARES OF COMMON STOCK


ARION GROUP CORP.

_______________

 


Dealer Prospectus Delivery Obligation


Until _____________ ___, 20___, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.






47 | Page






PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 


ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The estimated costs (assuming all shares are sold) of this offering are as follows:


SEC Registration Fee 

$

11.59

Auditor Fees and Expenses 

$

4,500.00

Legal Fees and Expenses 

$

2,500.00

EDGAR fees

$

500.00

Transfer Agent Fees 

$

1,000.00

TOTAL 

$

8,511.59


(1) All amounts are estimates, other than the SEC’s registration fee.

 


ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICER

 

Arion Group Corp.’s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of her or her office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if she has met the applicable standard of conduct set forth under the Nevada Revised Statutes.

 

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Arion Group Corp., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.



ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

 

Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.


Name and Address 

Date 

Shares 

  

Consideration 

Nataliia Kriukova

December 28, 2016

5,000,000

               5,000.00 


We issued the foregoing restricted shares of common stock to our sole officer and director pursuant to Section 4(2) of the Securities Act of 1933. she is a sophisticated investor, is our sole officer and director, and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.





48 | Page






ITEM 16. EXHIBITS


Exhibit

Number

 

Description of Exhibit

3.1

 

Articles of Incorporation of the Registrant *

3.2

 

Bylaws of the Registrant *

5.1

 

Opinion of The Law Office of Conrad C. Lysiak, P.S. *

23.1

 

Consent of MaloneBailey, LLP

23.2

 

Consent of The Law Office of Conrad C. Lysiak, P.S. *

93.1

 

Form of Subscription Agreement *


* Previously filed


ITEM 17. UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:


(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:


(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:


(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.



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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our director, officer and controlling person pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by our director, officer, or controlling person in the successful defense of any action, suit or proceeding, is asserted by our director, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 




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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sunny Isles Beach, FL on July 11, 2017.


 

ARION GROUP CORP.

 

 

 

 

 

 

 

By:

/s/

Nataliia Kriukova

 

 

 

Name:

Nataliia Kriukova

 

 

 

Title:

President, Treasurer and Secretary

 

 

 

(Principal Executive, Financial and Accounting Officer)



 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/    Nataliia Kriukova

 

 

 

 

Nataliia Kriukova

 

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer) 

 

   July 11, 2017   












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