10-Q

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 June 30, 2016

☐  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)

Mishol Hadkalim 14, Ramat, Jerusalem, Israel	90900
(Address of principal executive offices)	(Zip Code)

054-798-0813

(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  ☒   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, 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  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☒ Yes  ☐   No

State the number of shares of outstanding of each of the issuer’s classes of common equity, as of August 25, 2017: 159,999,356 

ORION FINANCIAL GROUP INCORPORATED

TABLE OF CONTENTS

FORM 10-Q REPORT

June 30, 2016

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	12
Item 4.	Controls and Procedures.	12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	13
Item 1A.	Risk Factors.	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 3.	Defaults Upon Senior Securities.	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information.	13
Item 6.	Exhibits.	13
SIGNATURES		14

2

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

ORION FINANCIAL GROUP, INC.
BALANCE SHEETS
(Unaudited)
	30-Jun-16			31-Dec-15
Assets
Current assets
Cash and Cash Equivalents	$	5		$	7
Total Current assets		5			7
Total Assets	$	5		$	7
Liabilities and Equity(Deficit)
Current liabilities
Accrued Expenses	$	15,000		$	15,000
Due to Related Party		65,839			65,649
Total Current Liabilities		80,839			80,649
Commitments and Contingencies - Note 6
ORION FINANCIAL GROUP, INC. Shareholders’ Equity(Deficit)
Preferred Stock, $0.001 par value; 5,000,000 shares authorized, 8 and 8, issued and outstanding at 6/30/2016, and 12/31/2015, respectively.		0			0
Common Stock, $0.001 par value; 250,000,000 shares authorized, 113,087,913 and 113,087,913 issued and outstanding at 6/30/2016, 12/31/2015, respectively.		113,088			113,088
Additional Paid in Capital		132,830			132,830
Accumulated Deficit		(326,752	)		(326,560	)
Total Equity(Deficit)		(80,834	)		(80,642	)
Total Liabilities and Equity(Deficit)	$	5		$	7

“The accompanying notes are an integral part of these financial statements”

3

ORION FINANCIAL GROUP, INC.
STATEMENT OF OPERATIONS
(Unaudited)
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2016			2015			2016			2015
Revenues	$	0		$	0		$	0		$	0
Operating Expenses		87			1,223			192			8,131
Net Income(Loss) from Operations		(87	)		(1,223	)		(192	)		(8,131	)
Other Income(Expenses)
Interest Expense		0			0			0			0
Net Income(Loss) from Operations
Before Income Taxes		(87	)		(1,223	)		(192	)		(8,131	)
Tax Expense		0			0			0			0
Net Income(Loss)	$	(87	)	$	(1,223	)	$	(192	)	$	(8,131	)
Basic and Diluted Loss Per Share	$	(0.0000	)	$	(0.0000	)		(0.0000	)		(0.0001	)
Weighted average number of shares outstanding		113,087,913			103,921,246			113,087,913			101,635,713

“The accompanying notes are an integral part of these financial statements”

4

ORION FINANCIAL GROUP, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
	For the Six Months Ended  June 30,
	2016			2015
Cash flows from operating activities:
Net income (loss)	$	(192	)	$	(8,131	)
Net cash used in operating activities		(192	)		(8,131	)
Cash flows from investing activities:
None		0			0
Net cash provided(used) by investing activities		0			0
Cash flows from financing activities:
Proceeds from related party loans		140			8,097
Net cash provided(used) by financing activities		140			8,097
Increase in cash and equivalents		(52	)		(34	)
Cash and cash equivalents at beginning of period		57			57
Cash and cash equivalents at end of period	$	5		$	23

“The accompanying notes are an integral part of these financial statements”

5

ORION FINANCIAL GROUP, INC.
STATEMENT OF CASH FLOWS - CONTINUED
(Unaudited)
	For the Six Months Ended June 30,
	2016		2015
SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION
None	$	0	$	0
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
None	$	0	$	0

“The accompanying notes are an integral part of these financial statements”

6

ORION FINANCIAL GROUP, INC

Notes to the Unaudited Financial statements

Note 1 - Organization And Nature of Business

Orion Financial Group Inc. (the “Company”) was incorporated in the state of Wyoming on March 26, 2012 with an authorized capital of 100,000,000 shares, which was subsequently increased to 250,000,000 shares of common stock, par value of $0.001 per share. The Company’s principal operations are now located in Mishol Hadkalim 14, Ramat, Jerusalem, Israel 90900. . The Company provides consulting to small public and private companies. The Company has selected December 31 as its fiscal year end.

On May 26, 2017, the Board of Directors appointed Joshua Nadav, to serve as Chairman of the Board of Directors of the Company effective immediately. In addition, on May 26, 2017, the Company accepted the resignation of Kenneth Green as the Company’s President, CEO, Treasurer, Secretary and member of the Board of Directors effective the same date. Mr. Green’s resignations did not arise from any disagreement on any matter relating to the Company’s operations, policies, or practice, nor regarding the general direction of the Company. Additionally, on May 26, 2017, the Company accepted the resignation of Bob Bates as the Company’s CFO, effective the same date. Mr. Bate’s resignation did not arise from any disagreement on any matter relating to the Company’s operations, policies, or practice, nor regarding the general direction of the Company.  Further, on May 3, 2017, Lincoln Ong the Company's CTO and Director resigned from the Company effective immediately and on May 4, 2017, Mark Corrao the Company's COO and resigned from the Company effective immediately. Neither of the aforementioned officers and directors resignations were from any disagreement on any matter relating to the Company’s operations, policies, or practice, nor regarding the general direction of the Company.  Effective on May 26, 2017, the Company appointed Joshua Nadav to serve as President, CEO, CFO, Treasurer, Secretary and Chairman of the Board. 

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States.

Use Of Estimates

The preparation of 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Earnings per Share

The Company computes net earnings per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

7 

Income Taxes

The Company accounts for income taxes using the asset and liability approach.   Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant effect on its financial statements.

Note 3 – Going Concern

The Company’s 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. 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 conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

Note 4 – Equity

The Company has 250,000,000 shares of Voting Common Stock authorized at $0.001 par value. As of June 30, 2016, there were 113,087,913 shares outstanding. The Company also has authorized on April 17, 2014 5,000,000 of Series A Voting Preferred Shares issued with a par value of $0.001. These shares collective carry allocated voting rights between the outstanding shares equivalent to 80 percent of the common shares outstanding. There were 8 Series A Voting Preferred Shares outstanding as of June 30, 2016.

Note 5– Income Taxes

The Company follows Accounting Standards Codification 740, Accounting for Income Taxes.

The Company did not have taxable income for the period from January 1, 2014 through June 30, 2016. The Company’s deferred tax assets consisted of the following as of December 31:

	6/30/2016			12/31/2015
Net operating losses carried forward	$	316,752		$	316,561
Valuation allowance		(316,752	)		(316,561	)
Net deferred income tax asset	$	0		$	0

The Company has net operating losses carried forward of $316,752 available to offset taxable income in future years which begins expiring in 2023.

8 

Note 6– Commitments and Contingencies

None.

Note 7– Related party transactions

Shareholder loans to the company were $90 in the three months ended June 30, 2016 advances for cash flow purposes and $190 year to date.

During the quarter ended June 30, 2015, fees of $13,351 for consulting services were paid to related parties. As of June 30, 2015, $64,930 was due to related parties for services and expenses paid on behalf of the Company which increased from March 31, 2015 by $1,197.

Note 8 – Subsequent Events

On June 1, 2017, there was a change of control of the Company through a private share transaction. Details are provided on Form 8-K.

9 

Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Our Corporate History and Background

Orion Financial Group, Inc. (the “Company” or “Orion”) was incorporated in the State of Wyoming on March 26, 2012. Orion intends to provide strategic financial consulting services to companies requiring advice in the area of corporate growth strategies. The Company intends to provide consulting services until a merger or acquisition candidate can be located to add critical size to our operations.

Industry Overview

Orion seeks to offer its services to clients across North America. The Company seeks to identify viable engagements in various industries including manufacturing, real estate, distribution, energy, logistics, hospitality, air cargo, design & build, architecture & design, food production, viticulture, and aviation support services in states, and provinces across North America.  In each case, the target company’s owners or current management team are faced with major corporate development challenges that may prevent them from ascending to the next level of business operations or inhibit strategic acquisitions or divestitures of corporate assets.

Financial Services Market

Orion is focused on providing consulting services to private and public businesses that have the following characteristics: suitable mergers and acquisitions candidate, financially distressed entity, real estate dealings, or desire access to capital markets. Orion’s target company will not be industry specific; however, efforts will be directed at companies with the following attributes:

¨ Objective to sell, buy, or expand their business;

¨ Seeking recapitalization;

¨ Enterprise Value of $.5 to $20 million;

¨ Profitably operational for at least 3 years;

¨ Cash flow positive through profitability;

¨ Auditable financials; and

¨ Strong management team.

10 

Growth Strategy

Orion plans to expand its core consulting services by utilizing a broad marketing strategy as well as looking into strategic acquisitions or joint ventures that will enable the Company to offer clients better products. We will attempt to have strategic alliances to leverage our position as a new player in the financial industry. These partnerships will encompass relationships with more established companies in our space that will enable us to pursue our corporate objectives. 

Results of Operations

Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2016.

SG&A Expenses: SG&A Expense for the quarter ended June 30, 2015 and June 30, 2016, respectively, decreased from $1,223 to $87, which was primarily attributable to further decreases in company activity in 2016 from 2015.

Total Expenses: Total expenses for the quarter ended June 30, 2015 and June 30, 2016, respectively, decreased from $1,223 to $87, which was primarily attributable to further decreases in company activity in 2016 from 2015.

Net Loss: We incurred a net loss for the quarter ended June 30, 2015 and June 30, 2016, respectively, decreased from $1,223 to $87, which was primarily attributable to further decreases in company activity in 2016 from 2015.

Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2016

SG&A Expenses: SG&A Expense for the nine months ended June 30, 2015 and June 30, 2016, respectively, decreased from $8,131 to $192, which was primarily attributable to further decreases in company activity in 2016 from 2015.

Total Expenses: Total expenses for the nine months ended June 30, 2015 and June 30, 2016, respectively, decreased from $8,131 to $192, which was primarily attributable to further decreases in company activity in 2016 from 2015.

Net Loss: We incurred a net loss for the nine months ended June 30, 2015 and June 30, 2016, respectively, decreased from $8,131 to $192, which was primarily attributable to further decreases in company activity in 2016 from 2015.

Capital Resources and Liquidity

As of June 30, 2016, we had cash and cash equivalents of approximately $5. The following section provides a summary of our net cash flows from operating, investing, and financing activities. We have historically financed our operations primarily through net cash flow from operations and shareholder investment. Management estimates that approximately $30,000 will be required annually to finance the Company’s current operations of executing its business plan. Funds required to finance the Company’s plan of operations are expected to come from its offering or from additional debt or equity financings until such time as our revenues exceed expenses. It is expected to take longer than 12 months to reach this break-even position. The Company cannot make any guarantee that it will be successful in obtaining any additional financing or that the terms will be favorable to the Company.

11 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and are not required to provide the information under this Item.

Item 4. Controls and Procedures

(a) Disclosure of controls and procedures.

Management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this report and concluded that our disclosure controls and procedures were not effective to ensure that all material information required to be disclosed in this Quarterly Report on Form 10-Q has been made known to them in a timely fashion. We are in the process of improving our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our Board of Directors. We believe that this effort is sufficient to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our Chief Executive Office, Chief Financial Officer and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

12 

(b) Changes in internal controls

There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

We are a smaller reporting company and are not required to provide the information under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2016, there were no shares issued.

Item 3. Defaults Upon Senior Securities .

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit
Number	Description
31.1	Certification of the Principal Executive Officer required by Rule 13a - 14(a) or Rule 15d - 14(a)
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Principal 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 Pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13 

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: August  30, 2017	By:	/s/Joshua Nadav
		Joshua Nadav
		Chief Executive Officer(Duly Authorized Officer and Principal Executive Officer), Chief Financial Officer

14

EX-31.1

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, Joshua Nadav, 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: August 30, 2017	By:	/s/ Joshua Nadav
		Joshua Nadav
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Joshua Nadav, 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: August 30, 2017	By:	/s/ Joshua Nadav
		Joshua Nadav, Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

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 June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Joshua Nadav, 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: August 30, 2017	By:	/s/ Joshua Nadav
		Joshua Nadav, 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.

EX-32.2

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 June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Joshua Nadav, 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: August 30, 2017	By:	/s/ Joshua Nadav
		Joshua Nadav, 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.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 25, 2017
Document And Entity Information
Entity Registrant Name	ORION FINANCIAL GROUP Inc
Entity Central Index Key	0001560449
Document Type	10-Q
Trading Symbol	ORFN
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		159,999,356
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2016

XML

BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current assets
Cash and Cash Equivalents	$ 5	$ 7
Total Current assets	5	7
Total Assets	5	7
Current liabilities
Accrued Expenses	15,000	15,000
Due to Related Party	65,839	65,649
Total Current Liabilities	80,839	80,649
Commitments and Contingencies - Note 6
ORION FINANCIAL GROUP, INC. Shareholders' Equity(Deficit)
Preferred Stock, $0.001 par value; 5,000,000 shares authorized, 8 and 8, issued and outstanding at 6/30/2016, and 12/31/2015, respectively.	0	0
Common Stock, $0.001 par value; 250,000,000 shares authorized, 113,087,913 and 113,087,913 issued and outstanding at 6/30/2016, 12/31/2015, respectively.	113,088	113,088
Additional Paid in Capital	132,830	132,830
Accumulated Deficit	(326,752)	(326,560)
Total Equity(Deficit)	(80,834)	(80,642)
Total Liabilities and Equity(Deficit)	$ 5	$ 7

XML

BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, authorized	5,000,000	5,000,000
Preferred Stock, issued	8	8
Preferred Stock, outstanding	8	8
Common Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common Stock, authorized	250,000,000	250,000,000
Common Stock, issued	113,087,913	113,087,913
Common Stock, outstanding	113,087,913	113,087,913

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STATEMENT OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Statement Of Operations
Revenues	$ 0	$ 0	$ 0	$ 0
Operating Expenses	87	1,223	192	8,131
Net Income(Loss) from Operations	(87)	(1,223)	(192)	(8,131)
Other Income(Expenses)
Interest Expense	0	0	0	0
Net Income(Loss) from Operations Before Income Taxes	(87)	(1,223)	(192)	(8,131)
Tax Expense	0	0	0	0
Net Income(Loss)	$ (87)	$ (1,223)	$ (192)	$ (8,131)
Basic and Diluted Loss Per Share (in dollars per share)	$ (0.0000)	$ (0.0000)	$ (0.0000)	$ (0.0001)
Weighted average number of shares outstanding (in shares)	113,087,913	103,921,246	113,087,913	101,635,713

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STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net income (loss)	$ (192)	$ (8,131)
Net cash used in operating activities	(192)	(8,131)
Cash flows from investing activities:
None	0	0
Net cash provided(used) by investing activities	0	0
Cash flows from financing activities:
Proceeds from related party loans	140	8,097
Net cash provided(used) by financing activities	140	8,097
Increase in cash and equivalents	(52)	(34)
Cash and cash equivalents at beginning of period	7	57
Cash and cash equivalents at end of period	5	23
SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION
None	0	0
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
None	$ 0	$ 0

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ORGANIZATION AND NATURE OF BUSINESS

6 Months Ended

Jun. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

Note 1 - Organization And Nature of Business

Orion Financial Group Inc. (the “Company”) was incorporated in the state of Wyoming on March 26, 2012 with an authorized capital of 100,000,000 shares, which was subsequently increased to 250,000,000 shares of common stock, par value of $0.001 per share. The Company’s principal operations are now located in Mishol Hadkalim 14, Ramat, Jerusalem, Israel 90900. . The Company provides consulting to small public and private companies. The Company has selected December 31 as its fiscal year end.

On May 26, 2017, the Board of Directors appointed Joshua Nadav, to serve as Chairman of the Board of Directors of the Company effective immediately. In addition, on May 26, 2017, the Company accepted the resignation of Kenneth Green as the Company’s President, CEO, Treasurer, Secretary and member of the Board of Directors effective the same date. Mr. Green’s resignations did not arise from any disagreement on any matter relating to the Company’s operations, policies, or practice, nor regarding the general direction of the Company. Additionally, on May 26, 2017, the Company accepted the resignation of Bob Bates as the Company’s CFO, effective the same date. Mr. Bate’s resignation did not arise from any disagreement on any matter relating to the Company’s operations, policies, or practice, nor regarding the general direction of the Company.  Further, on May 3, 2017, Lincoln Ong the Company's CTO and Director resigned from the Company effective immediately and on May 4, 2017, Mark Corrao the Company's COO and resigned from the Company effective immediately. Neither of the aforementioned officers and directors resignations were from any disagreement on any matter relating to the Company’s operations, policies, or practice, nor regarding the general direction of the Company.  Effective on May 26, 2017, the Company appointed Joshua Nadav to serve as President, CEO, CFO, Treasurer, Secretary and Chairman of the Board. 

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2016

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States.

Use Of Estimates

The preparation of 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Earnings per Share

The Company computes net earnings per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

Income Taxes

The Company accounts for income taxes using the asset and liability approach.   Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant effect on its financial statements.

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GOING CONCERN

6 Months Ended

Jun. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

Note 3 – Going Concern

The Company’s 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. 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 conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

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EQUITY

6 Months Ended

Jun. 30, 2016

Equity [Abstract]

EQUITY

Note 4 – Equity

The Company has 250,000,000 shares of Voting Common Stock authorized at $0.001 par value. As of June 30, 2016, there were 113,087,913 shares outstanding. The Company also has authorized on April 17, 2014 5,000,000 of Series A Voting Preferred Shares issued with a par value of $0.001. These shares collective carry allocated voting rights between the outstanding shares equivalent to 80 percent of the common shares outstanding. There were 8 Series A Voting Preferred Shares outstanding as of June 30, 2016.

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INCOME TAXES

6 Months Ended

Jun. 30, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

Note 5– Income Taxes

The Company follows Accounting Standards Codification 740, Accounting for Income Taxes.

The Company did not have taxable income for the period from January 1, 2014 through June 30, 2016. The Company’s deferred tax assets consisted of the following as of December 31:

	6/30/2016			12/31/2015
Net operating losses carried forward	$	316,752		$	316,561
Valuation allowance		(316,752	)		(316,561	)
Net deferred income tax asset	$	0		$	0

The Company has net operating losses carried forward of $316,752 available to offset taxable income in future years which begins expiring in 2023.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Note 6– Commitments and Contingencies

None.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

Note 7– Related party transactions

Shareholder loans to the company were $90 in the three months ended June 30, 2016 advances for cash flow purposes and $190 year to date.

During the quarter ended June 30, 2015, fees of $13,351 for consulting services were paid to related parties. As of June 30, 2015, $64,930 was due to related parties for services and expenses paid on behalf of the Company which increased from March 31, 2015 by $1,197.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Note 8 – Subsequent Events

On June 1, 2017, there was a change of control of the Company through a private share transaction. Details are provided on Form 8-K.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2016

Accounting Policies [Abstract]

BASIS OF PRESENTATION

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States.

USE OF ESTIMATES

Use Of Estimates

The preparation of 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

EARNINGS PER SHARE

Earnings per Share

The Company computes net earnings per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

INCOME TAXES

Income Taxes

The Company accounts for income taxes using the asset and liability approach.   Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant effect on its financial statements.

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INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2016

Income Tax Disclosure [Abstract]

Schedule of deferred tax assets

The Company’s deferred tax assets consisted of the following as of December 31:

	6/30/2016			12/31/2015
Net operating losses carried forward	$	316,752		$	316,561
Valuation allowance		(316,752	)		(316,561	)
Net deferred income tax asset	$	0		$	0

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ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - $ / shares	Jun. 30, 2016	Dec. 31, 2015	Mar. 26, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, authorized	250,000,000	250,000,000	100,000,000

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EQUITY (Details Narrative) - $ / shares	Jun. 30, 2016	Dec. 31, 2015	Apr. 17, 2014	Mar. 26, 2012
Common stock, authorized	250,000,000	250,000,000		100,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001		$ 0.001
Common stock, outstanding	113,087,913	113,087,913
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, outstanding	8	8
Series A Preferred Stock [Member]
Preferred stock, authorized			5,000,000
Preferred stock, par value (in dollars per share)			$ 0.001
Preferred stock, outstanding	8

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INCOME TAXES (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Net operating losses carried forward	$ 316,752	$ 316,561
Valuation allowance	(316,752)	(316,561)
Net deferred income tax asset	$ 0	$ 0

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INCOME TAXES (Details Narrative) - USD ($)

6 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Net operating losses carried forward

$ 316,752

$ 316,561

Net operating loss carryforwards, expiration period

2023

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REALTED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Advances for cash flow purposes	$ 90		$ 190
Due to related parties for services and expenses		$ 64,930		$ 64,930
Increase in due to related parties				$ 1,197
Related Party [Member]
Fees for consulting service		$ 13,351