UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
Commission file number: 333-185146
ORION FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Wyoming | 45-4924646 |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) |
organization) |
1739 Creekstone Circle San Jose, CA 95133 |
95133 |
(Address of principal executive offices) | (Zip Code) |
408-691-0806
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Act during the preceding 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 [ X ] 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).
[ X ] Yes [ ] No
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 definition of “large accelerated filler”, “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 ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [ X ] No
State the number of shares of outstanding of each of the issuer’s classes of common equity, as of May 27, 2013: 59,538,395
1 |
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Orion Financial Group Inc (the “Company”) for the quarter ended March 31, 2013 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on June 21, 2013. The Amendment is being filed to submit Exhibit 101. The Amendment revises the exhibit index included in Part II, Item 6 of the Original Filing and Exhibit 101 (XBRL interactive data) is included as an exhibit to the Amendment.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officers are filed as exhibits hereto.
Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.
2 |
PART II – OTHER INFORMATION
Item 6. Exhibits
Exhibit | ||
Number | Description | |
31.1 | Certification of the Chief Executive Officer required by Rule 13a - 14(a) or Rule 15d - 14(a) | |
31.2 | Certification of the Chief Financial Officer required by Rule 13a - 14(a) or Rule 15d - 14(a) | |
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
101. | INS* | XBRL INSTANCE DOCUMENT |
101. | SCH* | XBRL TAXONOMY EXTENSION SCHEMA |
101. | CAL* | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
101. | DEF* | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
101. | LAB* | XBRL TAXONOMY EXTENSION LABEL LINKBASE |
101. | PRE* | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.
* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ORION FINANCIAL GROUP INCORPORATED | ||
Dated: June 25, 2013 | By: | /s/Kenneth Green |
Kenneth Green | ||
Chief Executive Officer | ||
Dated: June 25, 2013 | By: | /s/Bob Bates |
Bob Bates | ||
Chief Financial Officer |
4 |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Kenneth Green, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Orion Financial Group Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Dated: June 25, 2013 | By: | /s/ Kenneth Green | |
Kenneth Green Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Bob Bates, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Orion Financial Group Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Dated: June 25, 2013 | By: | /s/ Bob Bates | |
Bob Bates Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Orion Financial Group Inc., (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Kenneth Green, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: June 25, 2013 | By: | /s/ Kenneth Green | |
Kenneth Green Chief Executive Officer (Principal Executive Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Orion Financial Group Inc., (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Bob Bates, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: June 25, 2013 | By: | /s/ Bob Bates | |
Bob Bates Chief Financial Officer (Principal Financial Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Statements of Operations (USD $)
|
0 Months Ended | 3 Months Ended | 12 Months Ended |
---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2013
|
Mar. 31, 2013
|
|
Operating Expenses | |||
General And Administrative Expenses | $ 19,424 | $ 93,703 | |
Net Loss | $ (19,424) | $ (93,703) | |
Basic And Diluted Loss Per Share | $ 0.00 | ||
Basic And Diluted Weighted-average Common Shares Outstanding | 58,920,417 |
Equity (Narrative) (Details) (USD $)
|
1 Months Ended |
---|---|
Jan. 31, 2013
|
|
Equity Narrative Details | |
Stock Issued During Period For Cash, Shares | 2,000,000 |
Stock Issued During Period For Cash, Value | $ 20,000 |
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Basis Of Presentation
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Accounting Policies [Abstract] | |
Basis Of Presentation |
Note 1 - Basis of Presentation
The accompanying unaudited financial statements of Orion Financial Group, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2012 as reported in Form S-1, have been omitted.
|
Equity
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Equity Method Investments and Joint Ventures [Abstract] | |
Equity |
Note 3 Equity
In January 2013 the company issued 2,000,000 shares for cash of $20,000.
|
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Related Party Transaction (Narrative) (Details) (CEO, USD $)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
CEO
|
|
Consulting Fees | $ 13,500 |
Related Party Transactions
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Related Party Transactions [Abstract] | |
Related Party Transactions |
Note 4 Related party transactions
Consulting fees of $13,500 were paid to our CEO.
|
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Balance Sheets (Parenthetical) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Statement of Financial Position [Abstract] | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock Shares Issued | 59,538,345 | 57,538,345 |
Common Stock Shares Outstanding | 59,538,345 | 57,538,345 |
Statements of Cash Flows (USD $)
|
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2013
|
|
Cash Flows From Operating Activities: | ||
Net Loss | $ (19,424) | $ (93,703) |
Net Cash Used In Operating Activities | (19,424) | (93,703) |
Cash Flows From Financing Activities: | ||
Proceeds From Stock Issuance | 20,000 | 106,330 |
Contributed Capital | 100 | |
Net Cash Provided By Financing Activities | 20,000 | 106,430 |
Net Increase In Cash And Cash Equivalents | 576 | 12,727 |
Cash And Cash Equivalents - Beginning | 12,151 | |
Cash And Cash Equivalents - Ending | $ 12,727 | $ 12,727 |
Balance Sheets (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Current Assets | ||
Cash And Cash Equivalents | $ 12,727 | $ 12,151 |
Total Assets | 12,727 | 12,151 |
Current Liabilities: | ||
Accounts Payable And Accrued Liabilities | ||
Total Current Liabilities | ||
Total Liabilities | ||
Stockholders' Equity (deficit): | ||
Common Stock, $0.001 Par Value, 100,000,000 Shares Authorized 59,538,345 And 57,538,345 Shares Outstanding | 59,538 | 57,538 |
Additional Paid-in Capital | 46,892 | 28,892 |
Deficit Accumulated During Development Stage | 93,703 | 74,279 |
Total Stockholders' Equity (deficit) | 12,727 | 12,151 |
Total Liabilities And Stockholders' Equity (deficit) | $ 12,727 | $ 12,151 |
Going Concern
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern |
Note 2 Going Concern
The Companys financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred a net loss of ($103,695) from inception (March 26, 2012) through March 31, 2013. The Company has not established any source of revenue to cover its operating costs. If the Company is unable to obtain revenue producing contracts or financing, or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. These factors raise substantial doubt about the entitys ability to continue as a going concern.
|
Document and Entity Information
|
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
May 27, 2013
|
|
Document And Entity Information | ||
Entity Registrant Name | ORION FINANCIAL GROUP INC | |
Entity Central Index Key | 0001560449 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2013 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 59,538,395 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2013 | |
Amendment Description | This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the Amendment) amends the Quarterly Report on Form 10-Q of Orion Financial Group, Inc (the Company) for the quarter ended [--ReportPeriod--] (the Original Filing), that was originally filed with the U.S. Securities and Exchange Commission on June 21, 2013. The Amendment is being filed to submit Exhibit 101. The Amendment revises the exhibit index included in Part II, Item 6 of the Original Filing and Exhibit 101 (XBRL interactive data) is included as an exhibit to the Amendment. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (Exchange Act), new certifications by the Companys principal executive officer and principal financial officers are filed as exhibits hereto. Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Companys other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing. |