Orion Bliss Corp. Files 2024 10-K
Ticker: ORIB · Form: 10-K · Filed: Jun 4, 2024 · CIK: 1854183
| Field | Detail |
|---|---|
| Company | Orion Bliss CORP. (ORIB) |
| Form Type | 10-K |
| Filed Date | Jun 4, 2024 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: 10-K, annual-report, cosmetics
TL;DR
Orion Bliss Corp. filed its 2024 10-K. Check financials.
AI Summary
Orion Bliss Corp. filed its 10-K for the fiscal year ending April 30, 2024, reporting its financial performance and business operations. The company, incorporated in Nevada and operating in the soap, detergent, and cosmetics sector, is headquartered in Las Vegas, NV. This filing provides a comprehensive overview of its activities for the fiscal year.
Why It Matters
This 10-K filing provides investors and stakeholders with a detailed look into Orion Bliss Corp.'s financial health and strategic direction for the fiscal year ending April 30, 2024.
Risk Assessment
Risk Level: low — The provided text is a standard 10-K filing header and does not contain specific financial performance data or forward-looking statements that would indicate a high risk.
Key Numbers
- 2024-04-30 — Fiscal Year End (Reporting period for the 10-K)
- 2024-06-04 — Filing Date (Date the 10-K was filed with the SEC)
Key Players & Entities
- Orion Bliss Corp. (company) — Filer
- 0001854183 (company) — Central Index Key
- 2840 (industry_code) — Standard Industrial Classification
- NV (state) — State of Incorporation
- 3773 HOWARD HUGHES PKWY, SUITE 500S, LAS VEGAS, NV 89169-6014 (address) — Business and Mail Address
- 307-298-0969 (phone_number) — Business Phone
- 20240430 (date) — Fiscal Year End
FAQ
What is Orion Bliss Corp.'s primary industry?
Orion Bliss Corp. operates in the SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS sector, identified by SIC code 2840.
Where is Orion Bliss Corp. headquartered?
The company's business and mailing address is 3773 Howard Hughes Pkwy, Suite 500S, Las Vegas, NV 89169-6014.
When did Orion Bliss Corp.'s fiscal year end for this filing?
The fiscal year end for this 10-K filing was April 30, 2024.
What is the SEC file number for Orion Bliss Corp.?
The SEC file number for Orion Bliss Corp. is 000-56612.
In which state is Orion Bliss Corp. incorporated?
Orion Bliss Corp. is incorporated in Nevada (NV).
Filing Stats: 4,537 words · 18 min read · ~15 pages · Grade level 13.9 · Accepted 2024-06-04 12:12:26
Key Financial Figures
- $0.0001 — ing as of June 04, 2024 Common Stock: $0.0001 3,038,000 TABLE OF CONTENTS PART I
Filing Documents
- orionbliss_i10k-043024.htm (10-K) — 330KB
- orionbliss_ex3101.htm (EX-31.1) — 8KB
- orionbliss_ex3201.htm (EX-32.1) — 3KB
- orionbliss_ex9901.htm (EX-99.1) — 7KB
- image_001.jpg (GRAPHIC) — 35KB
- 0001683168-24-003963.txt ( ) — 1898KB
- none-20240430.xsd (EX-101.SCH) — 15KB
- none-20240430_cal.xml (EX-101.CAL) — 20KB
- none-20240430_def.xml (EX-101.DEF) — 33KB
- none-20240430_lab.xml (EX-101.LAB) — 159KB
- none-20240430_pre.xml (EX-101.PRE) — 127KB
- orionbliss_i10k-043024_htm.xml (XML) — 116KB
Business
Business 1 Item 1A.
Risk Factors
Risk Factors 1 Item 1B. Unresolved Staff Comments 1 Item 1C. Cybersecurity 1 Item 2.
Properties
Properties 1 Item 3.
Legal Proceedings
Legal Proceedings 1 Item 4. Mine Safety Disclosures 1 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 2 Item 6. [Reserved] 2 Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations 2 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Quantitative and Qualitative Disclosures About Market Risk 4 Item 8.
Financial Statements and Supplementary Data
Financial Statements and Supplementary Data 5 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 5 Item 9A.
Controls and Procedures
Controls and Procedures 5 Item 9B. Other Information 5 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 5 PART III Item 10. Directors, Executive Officers and Corporate Governance 6 Item 11.
Executive Compensation
Executive Compensation 8 Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 9 Item 13. Certain Relationships and Related Transactions, and Director Independence 9 Item 14. Principal Accounting Fees and Services 10 PART IV Item 15. Exhibits, Financial Statement Schedules 11 Item 16. Form 10-K Summary 11
Signatures
Signatures 12 Index to Financial Statements F-1 i
FORWARD LOOKING STATEMENTS
FORWARD LOOKING STATEMENTS historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. ii PART I
Business
Item 1. Business. Orion Bliss Corp. was incorporated in the State of Nevada on March 23, 2021. We are a small company formed to offer beauty products online and in the future planning to open chains of stands and stores as well as online store. We will be buying from the Distributor - Red Hot Products Ltd and concentrate on the Milk-shake products that make the most of the benefits of nature to offer dedicated solutions for all hair types. Natural ingredients such as milk and yogurt proteins and fruit extracts enhance the hair's natural beauty. Natural ingredients such as milk and yogurt proteins and fruit extracts enhance the hair's natural beauty. Our principal executive office is located at Kalonite 9-57, Ashdod, Israel zip code 7724233. Orion Bliss Corp. concentrates on Milk_Shake products that offer dedicated products with natural, vibrant results for all hair care and styling needs. From cleansing to styling, each hair care step has been carefully devised to provide visible results in both the appearance and health of the hair. The products have been created with an awareness of their environmental impact and a solid commitment to minimizing such impact by reducing sulphates, parabens and sodium chloride in the product formulas and opting for packaging and printed materials that can be recycled. Item 1A.
Risk Factors
Risk Factors Not required for Smaller reporting companies. Item 1B. Unresolved Staff Comments. Not required for Smaller reporting companies.
Cybersecurity
Item 1C. Cybersecurity In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.
Properties
Item 2. Properties Currently we don't own any properties. Our principal executive office is located at Kalonite 9-57, Ashdod, Israel zip code 7724233. This address was provided by our sole officer and president, Alexandra Solomovskaya.
Legal Proceedings
Item 3. 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.
Mine Safety Disclosures
Item 4. Mine Safety Disclosures. Not applicable. 1 PART II
Market for Registrant's Common Equity, Related Stockholder
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The company stock is not trading at the moment. Registered Holders of our Common Stock As of April 30, 2024, there were approximately 37 record owners of our common stock including director. Dividends The Company has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future. Recent Sales of Unregistered Securities During our fiscal years ended April 30, 2024 and 2023, we had no sales of unregistered shares. Issuer Purchases of Equity Securities During the fiscal year ended April 30, 2024, and 2023 the Company did not repurchase any shares of its Common Stock.
Management's Discussion and Analysis of Financial
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Employees and Employment Agreements At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees. Results of Operation 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. For the years ended April 30, 2024 and April 30, 2023 Year ended April 30, 2024 (Audited) Year ended April 30, 2023 (Audited) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (52,356 ) $ (29,182 ) Website development – – CASH FLOWS USED IN OPERATING ACTIVITIES $ (52,356 ) $ (29,182 ) 2 Liquidity and Capital Resources As of April 30, 2024 (Audited) As of April 30, 2023 (Audited) ASSETS Escrow Account $ 1,190 $ 7,781 Website Development, net 134 134 Total Current Assets $ 1,324 $ 7,915 Operating Activities Year ended April 30, 2024 (Audited) Year ended April 30, 2023 (Audited) CASH FLOWS FROM OPERATING ACTIVITIES Revenue $ 500 $ 600 Net income (loss) (52,856 ) (29,782 ) Website development – – CASH FLOWS USED IN OPERATING ACTIVITIES $ (52,356 ) $ (29,182 ) Cash Flows from Investing Activities We have not generated cash flows from investing activities for the years ended April 30, 2024 and 2023. Cash Flows from Financing
Quantitative and Qualitative Disclosures About Market
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations. The measures taken to date will impact the Company's business for the fiscal fourth quarter and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company's business and the duration for which it may have an impact cannot be determined at this time. 4
Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data. TABLE OF CONTENTS Report of Independent Registered Accounting Firm (6993) F-2 Balance sheet as of April 30, 2024 and April 30, 2023 F-3 F-4 F-5 F-6 Notes to the Financial Statements F-7
Changes in and Disagreements With Accountants on Accounting
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.
Controls and Procedures
Item 9A. 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 April 30, 2024. Based on that evaluation, our management concluded that 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 April 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The Management's Annual Report on Internal Control over Financial Reporting is attached as Exhibit 99.1.
Other Information
Item 9B. Other Information. During the year ended April 30, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 5 PART III
Directors, Executive Officers and Corporate Governance
Item 10. Directors, Executive Officers and Corporate Governance. Directors of the corporation are elected by the stockholders to a term of 1 (one) year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees. Our executive officer and director, her name, age, and her positions as of the date of this prospectus are as follows: Name and Address of Executive Officer and/or Director Age Position Alexandra Solomovskaya Kalonite 9-57, Ashdod, Israel zip code 7724233 39 President, Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and Sole Director Resume From 2013 to 2016 Alexandra Solomovskaya worked as a sales agent at Cellcom Israel Ltd. (Sales), Israel Established beneficial professional networks and partnerships to gain insight and campaign support resulting in long-term business relationships. From 2016 to 2023, Alexandra Solomovskaya served as the Chief Executive Officer at Bezeq Telecomunications. (Sales), Israel Used company troubleshooting resolution tree to evaluate technical problems while leveraging personal expertise to find appropriate solutions. Offered advice and assistance to customers, paying attention to special needs or wants. Accomplishments Used Microsoft Excel, Word to develop inventory-tracking spreadsheets. Resolved product issue through consumer testing. Collaborated with team of many customers, auditors, legal services to complete processes in timely manner. Certifications Certified Public Accountant/ Edgar agent Sales-force First Aid/CPR Certified 6 Committees of the Board Our Company currently does not have nominating, compensation or audit committees or committees perform
Executive Compensation
Item 11. Executive Compensation. The table below summarizes the total compensation earned by each of our named executive Officers ("NEOs") for each of the fiscal years listed. SUMMARY COMPENSATION TABLE Management Compensation The following tables set forth certain information about compensation paid, earned or accrued for services by our sole officer and director from our inception until April 30, 2024: Name and Principal Position Years Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other Compensation ($) Total ($) Alexandra Solomovskaya, President, 2023 -0- -0- -0- -0- -0- -0- -0- -0- Treasurer, Secretary 2024 -0- -0- -0- -0- -0- -0- -0- -0- Compensation of Directors Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity. Stock Plan We have not adopted a stock plan but may do so in the future. Director Independence Our securities are not currently traded on any public exchange and as such, we are not currently subject to corporate governance standards of listed companies, which require, among other things, that the majority of the board of directors be independent. We are not currently subject to corporate governance standards defining the independence of our directors, and we have chosen to define an "independent" director in accordance with the NASDAQ Global Market's requirements for independent directors. Under the NASDAQ rules, our current director does not qualify as an independent director. 8
Security Ownership of Certain Beneficial Owners and Management
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL Directors and Executive Officers The following table sets forth the beneficial ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of April 30, 2024, of (i) each director, (ii) the current NEOs named in the "Summary Compensation Table" contained in this Form 10-K and (iii) all current directors and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Persons, who have the power to vote or dispose of common stock of the Company, either alone or jointly with others, are deemed to be beneficial owners of such common stock. Alexandra Solomovskaya, President, CEO, CFO and Chairman of the Board. 2,000,000 shares Certain Stockholders The following table sets forth certain information with respect to each person known by us to be the beneficial owner of five percent or more of either class of the Company's outstanding common stock. The content of this table is based upon the most current information contained in Schedules 13D or 13G filings with the SEC, unless more recent information was obtained. Alexandra Solomovskaya, President, CEO, CFO and Chairman of the Board. 65.8% This percentage is calculated based on the outstanding shares of 3,038,000 as of April 30, 2024.
Certain Relationships and Related Transactions, and Director
Item 13. Certain Relationships and Related Transactions, and Director Independence. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 30, 2024 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 Percentage of Common Stock Common Alexandra Solomovskaya 2,000,000 65.8% Common All Officers and Directors as a Group (