ORION FINANCIAL GROUP, INC.
1739 Creekstone Circle
San Jose, CA 95133
April 24, 2013
VIA EDGAR and FEDERAL EXPRESS
Duc Dang
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
| Re: | Orion Financial Group, Inc. |
Amendment No. 3 to Registration Statement on Form S-1
Filed April 4, 2013
File No. 333-185146
Dear Duc Dang:
We are in receipt of your oral comments regarding the above referenced filing. We have provided responses to the questions raised by the Staff. For your convenience, the matters are listed below, followed by the Company’s responses:
General
| 1. | In response to the Staff’s comment, we have provided the requested subscription agreement as exhibit 10.2 to this registration statement. |
| 2. | In response to the Staff’s comment on the letter dated December 24, 2012, we have included disclosure that states that the Company is not a blank check company. We have included this disclosure on pages 2, 4, and 16 of the registration statement. |
The Company acknowledges that:
| · | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact Gregg E. Jaclin, Esq. of Anslow & Jaclin, LLP, our outside special securities counsel at (732) 409-1212.
Sincerely,
Kenneth Green
Chief Executive Officer
