UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Mark One

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

For the quarterly period ended JulyOctober 31, 2023

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

For the transition period from ______ to _______

COMMISSION FILE NO. 333-216895

ARION GROUP CORP.

(Exact name of registrant as specified in its charter)

Arion Group Corp.

11268 Rush St.

South El Monte, CA 91733

(888) 991-6839

(Address and telephone number of principal executive offices)

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

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

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

As of September 20,December 21, 2023, the registrant had 7,630,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of September 20,December 21, 2023.

ARION GROUP CORP.

Form 10-Q

Arion Group Corp.

Balance Sheets

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

Arion Group Corp.

Statements of Operations

(Unaudited)

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

ARION GROUP CORP.Arion Group Corp.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICITStatements of Changes in Stockholders’ Deficit

FOR THE SIX MONTHS ENDED JULYFor the Nine Months Ended October 31, 2023 ANDand 2022

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

Arion Group Corp.

Statements of Cash Flows

(Unaudited)

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

ARION GROUP CORP.Arion Group Corp.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTSNotes to the Unaudited Financial Statements

FOR THE THREE MONTHS ENDED JULYFor the Three Months Ended October 31, 2023

NOTE 1 – ORGANIZATION AND BUSINESS

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

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

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

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

On November 1, 2022 and November 4, 2022, the Company entered into an agreement with EZ Field Inc and Alta Health Supplies Inc, respectively. The agreements set forth the exclusive terms and conditions for the Company to acquire and sell health supplements from and to these parties. On November 18, 2022, we entered into an agreement with Bio Essence Health Science to develop cosmetic products and health supplements. We also established distribution channels through Tak Ye International Inc and Xin Shi Dai Express. We have generated $103,818$178,818 of sales from distribution services since the inception of this business plan.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of and for the three months ended JulyOctober 31, 2023 have been prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, and has continuingly incurred recurring losses, andwith the exception of the current quarter ended on October 31, 2023, in which the Company generated a net income of $4,345. The Company had a working capital deficit as of JulyOctober 31, 2023. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

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

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation  

The balance sheet as of JulyOctober 31, 2023, the statements of operations, changes in stockholders’ deficit and cash flows for the three and sixnine months ended JulyOctober 31, 2023 and 2022 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and sixnine months ended JulyOctober 31, 2023 are not necessarily indicative of results expected for the full year ending January 31, 2024. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position and results of operations at JulyOctober 31, 2023 and for the sixnine months then ended have been made.

It is suggested that these statements be read in conjunction with the January 31, 2023 audited financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. The current COVID-19 pandemic and general economic environment also increase the degree of uncertainty inherent in these estimates and assumptions. 

New Accounting Pronouncements

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

NOTE 4 – RELATED PARTY TRANSACTIONS

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

During the six-monthnine-month period ended JulyOctober 31, 2023, the Company’s controlling stockholder Mr. Jay Hamilton loaned the Company $87,000$109,400 to cover the Company’s operating expenses. The loan is unsecured, non-interest bearing and due on demand. During the six-monthnine-month period ended JulyOctober 31, 2022, the Company’s controlling stockholder Mr. Jay Hamilton loaned the Company $49,500$68,500 to cover the Company’s operating expenses. As of JulyOctober 31, 2023 and January 31, 2023, the unpaid balances of the loan to stockholder were $346,784$369,184 and $259,784, respectively.

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

NOTE 5 – INVENTORY

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

NOTE 6 – ACCOUNTS RECEIVABLE

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

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

NOTE 67 – SUBSEQUENT EVENT

On August 14,November 27, 2023, Mr. Jay Hamilton loaned the Company $8,000$5,000 to cover the Company’s operating expenses. The loan is unsecured, non-interest bearing and due on demand.

As of August 31,November 30, 2023, the Company had a bank overdraft balance in the amount of $14,502.36$16,925.44 and a bank account cash balance of $5,497.64.$3,074.56. The Company’s management is in the process of seeking additional financial support from its major shareholder.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Description of Business

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

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

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

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

Since the change of control on November 21, 2018, we have changed our business plan to focus on medical & health care industry, including consulting services provided to third parties for planning, design and compliance of cannabis cultivation in the USA. On November 18, 2022, we entered into an agreement with Bio Essence Health Science and EZ Field Inc to develop cosmetic products and health supplements. We also established distribution channels through Alta Health Supplies Inc, Tak Ye International Inc and Xin Shi Dai Express. We have generated $103,818$178,818 of sales from distribution services since the inception of this business plan.

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

RESULTS OF OPERATIONS

As of JulyOctober 31, 2023, we had total assets of $101,835$133,278 and total liabilities of $368,989.$396,087. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

We discontinued our cedar phyto barrels distribution business upon the change in control occurred on November 21, 2018 and started to implement a new business plan to pursue business opportunities in manufacturing and distribution of certain dietary ingredient and nutritional supplement products. On November 18, 2022, we entered into an agreement with Bio Essence Health Science and EZ Field Inc to develop cosmetic products and health supplements. We also established distribution channels through Alta Health Supplies Inc, Tak Ye International Inc and Xin Shi Dai Express. We have generated $103,818$178,818 of sales from distribution services since the inception of this business plan. Our net lossincome for the three-month period ended JulyOctober 31, 2023 was $6,635,$4,345, as compared to a net loss of $27,254$17,392 during the three-month period ended JulyOctober 31, 2022.

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

Operating Expenses

During the three-month period ended JulyOctober 31, 2023, we incurred $45,314$33,098 in general and administrative expenses compared to $26,454$17,392 in the same period of 2022, which represents an increase in the amount of $18,860.$15,706. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and various compliance costs.

Our net lossincome for the three-month period ended JulyOctober 31, 2023 was $6,635$4,345 compared to net loss of $27,254$17,392 for the three-month period ended JulyOctober 31, 2022. The decrease in net loss in the period ended JulyOctober 31, 2023 in the amount of $20,619$21,737 represents a 75.65%124.98% decrease over the net loss in the three-month period ended JulyOctober 31, 2022.

LIQUIDITY AND CAPITAL RESOURCES

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

Our independent auditor’s report accompanying our January 31, 2023 and 2022 audited financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. These financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. This assumption may, however, not hold true for a variety of reasons, many of which are out of our control.

As of JulyOctober 31, 2023 our current assets were $101,557$133,000 compared to $33,624 in current assets as of January 31, 2023. As of JulyOctober 31, 2023 our total assets were $101,835$133,278 compared to $33,902 in total assets as of January 31, 2023. As of JulyOctober 31, 2023, our current liabilities were $368,989,$396,087, or an increase in the amount of $109,204$136,303 (or 42.04%52.47%) compared to $259,784 as of January 31, 2023. As of JulyOctober 31, 2023, we had loan from stockholder in the total amount of $346,784,$369,184, or 93.98%93.21% of our total liabilities, as we have not been able to generate a steady cash flow to cover our operating expenses and have to rely heavily on the financial support from our stockholder.

As of JulyOctober 31, 2023 the Company had a bank overdraft in the amount of $1,026.$10,063. The Company’s management is in the process of seeking additional financial support from its major shareholder.

Total stockholders’ deficit was $267,154$262,809 as of JulyOctober 31, 2023, compared to $225,882 as of January 31, 2023, representing an increase in the amount of $41,272.$36,927. 

Cash Flows from Operating Activities

For the sixnine months ended JulyOctober 31, 2023, net cash used by operating activities was $109,573,$141,010, consisting of (a) net loss of $41,272,$36,927, (b) a decrease in advance to supplier for $9,077, (c) an increase in inventory for $37,557, (d) an increase in prepaidaccrued expense for $6,000, (e)(d) an increase in accounts payable for $21,179,$10,840, and (f)(e) an increase in accounts receivable for $55,000.$130,000.

For the sixnine months ended JulyOctober 31, 2022, net cash used by operating activities was $48,469,$70,361, consisting of (a) net loss of $48,469,$65,861, (b) an increasea decrease in accounts payable for $4,500$2,500 and (c) a decrease in accrued expense for $4,500.$2,000.

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

Cash flows provided by financing activities for the sixnine months ended JulyOctober 31, 2023 and 2022 were $88,026$119,463 and $49,500,$68,500, respectively. We were able to borrow an additional $87,000$109,400 loan from our major stockholder in the six-monthnine-month period ended JulyOctober 31, 2023 to pay operating expenses. Besides additional loan from stockholder, an outstanding check in the amount of $20,000 created a bank overdraft balance in our bank account as of JulyOctober 31, 2023 for $1,026.$10,063.

We were able to borrow an additional $55,000$22,400 loan from our major stockholder in the quarter ended JulyOctober 31, 20222023 to pay operating expenses during the sixnine months ended JulyOctober 31, 2022.2023.

PLAN OF OPERATION AND FUNDING

We have no lines of credit or other bank financing arrangements. Currently we are financed by our major stockholder. Our working capital requirements for the next 12 months are expected to increase if and when we are able to execute on our current business plan. As of JulyOctober 31, 2023, we had a working capital deficit in the amount of $267,432.$263,087.

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

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

RECENT DEVELOPMENTS

In December 2019, a strain of coronavirus entitled COVID-19 emerged in China and spread to other countries including to the United States. In March 2020, the World Health Organization declared COVID-19 to be a public health pandemic of international concern, which has resulted in travel restrictions and in some cases, prohibitions of non-essential activities, disruption and shutdown of businesses and greater uncertainty in global financial markets.

In the United States in which we and our customers, and partners operate, the health concerns as well as political or governmental developments in response to COVID-19 could result in economic, social or labor instability or prolonged contractions in certain end markets. These events could have a material adverse effect on the business and results of operations and financial condition.

At this time, it is difficult to predict the extent to which the COVID-19 outbreak will impact our business or operating results, which is highly dependent on uncertain future developments, including the severity of the pandemic and the actions taken or to be taken by governments and private businesses in relation to its containment. The Company’s plan of conducting new businesses might be delayed and the effect of the outbreak may not be fully reflected in our operating results until future periods.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

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

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

No unregistered shares were sold during the six-monthnine-month period ended JulyOctober 31, 2023.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during six-monthnine-month period ended JulyOctober 31, 2023.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

SIGNATURES

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

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

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