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 September 30, 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 December 16, 2013: 61,116,395
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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 September 30, 2013 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on November 19, 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.
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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.
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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: December 17, 2013 | By: | /s/Kenneth Green |
| Kenneth Green | ||
| Chief Executive Officer | ||
| Dated: December 17, 2013 | By: | /s/Bob Bates |
| Bob Bates | ||
| Chief Financial Officer | ||
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