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EX-32.2 - EXHIBIT 32.2 - PHMC, Inc.s107328_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - PHMC, Inc.s107328_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - PHMC, Inc.s107328_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - PHMC, Inc.s107328_ex31-1.htm

 

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 September 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

September 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-Sep-16   31-Dec-15 
         
Assets    
Current assets          
Cash and Cash Equivalents  $8   $7 
Total Current assets   8    7 
           
Total Assets  $8   $7 
Liabilities and Equity(Deficit)          
           
Current liabilities          
Accrued Expenses  $15,000   $15,000 
Due to Related Party   13,084    65,649 
Total Current Liabilities   28,084    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 9/30/2016, and 12/31/2015, respectively.   0    0 
Common Stock, $0.001 par value; 250,000,000 shares authorized, 149,126,156 and 113,087,913 issued and outstanding at 09/30/2016, 12/31/2015, respectively.   149,126    113,088 
Additional Paid in Capital   163,937    132,830 
Accumulated Deficit   (341,139)   (326,560)
Total Equity(Deficit)   (28,076)   (80,642)
Total Liabilities and Equity(Deficit)  $8   $7 

 

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

 

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ORION FINANCIAL GROUP, INC.
STATEMENT OF OPERATIONS
(Unaudited)
                 
   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
   2016   2015   2016   2015 
                 
Revenues  $0   $0   $0   $0 
                     
Operating Expenses   14,387    657    14,579    8,788 
                     
Net Income(Loss) from Operations   (14,387)   (657)   (14,579)   (8,788)
                     
Other Income(Expenses)                    
Interest Expense   0    0    0    0 
                     
Net Income(Loss) from Operations Before Income Taxes   (14,387)   (657)   (14,579)   (8,788)
                     
Tax Expense   0    0    0    0 
                     
Net Income(Loss)  $(14,387)  $(657)  $(14,579)  $(8,788)
                     
Basic and Diluted Loss Per Share  $(0.0001)  $(0.0000)   (0.0001)   (0.0001)
                     
Weighted average number of shares outstanding   126,867,327    127,054,529    117,681,051    88,539,114 

 

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

 

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ORION FINANCIAL GROUP, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
         
   For the Nine Months Ended
September 30,
 
   2016   2015 
         
Cash flows from operating activities:          
Net income (loss)  $(14,579)  $(8,788)
Stock Issued as Compensation   2,911    0 
Stock Issued as Compensation - Related Party   2,420    0 
(Increase)decrease in accounts receivable   0    0 
Increase(decrease) in payables related party’   0    0 
Net cash used in operating activities   (9,248)   (8,788)
           
Cash flows from investing activities:          
None   0    0 
Net cash provided(used) by investing activities   0    0 
           
Cash flows from financing activities:          
Common stock issued   0    0 
Proceeds from related party loans   9,249    8,747 
Repayments to related party loans   0    0 
Net cash provided(used) by financing activities   9,249    8,747 
           
Increase in cash and equivalents   1    (41)
           
Cash and cash equivalents at beginning of period   7    57 
           
Cash and cash equivalents at end of period  $8   $16 

 

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

 

5 

 

 

         
ORION FINANCIAL GROUP, INC.
STATEMENT OF CASH FLOWS - CONTINUED
(Unaudited)
         
   For the Nine Months Ended
September 30,
 
   2016   2015 
         
SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION          
           
None  $0   $0 
           
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES          
           
Debt for equity exchange  $61,814   $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 September 30, 2016, there were 149,126,156 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 September 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 September 30, 2016. The Company’s deferred tax assets consisted of the following as of December 31:

 

   9/30/2016   12/31/2015 
         
Net operating losses carried forward  $341,139   $316,561 
Valuation allowance   (341,139)   (316,561)
           
Net deferred income tax asset  $0   $0 

 

The Company has net operating losses carried forward of $341,139 available to offset taxable income in future years which begins expiring in 2023.

 

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Note 6– Commitments and Contingencies

 

None.

 

Note 7– Related party transactions

 

During the last three months and for the nine months ended September 30, 2016, the company issued 2,420,000 common shares, which were issued as stock compensation valued at $2,420. Additionally, 30,706,991 shares were issued as repayment of related party debt. These shares included accrued interest of $6,230 were valued at $61,814. During the nine month period our founder has loaned $9,249 of cash and paid for unreimbursed expenses for working capital purposes.

 

During the quarter ended September 30, 2015, fees there were no consulting fees paid however year to date fees were $13,351 for consulting services were paid to related parties. As of September 30, 2015, $65,580 was due to related parties for services and expenses paid on behalf of the Company which increased from March 31, 2015 by $650.

 

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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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.

 

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

 

SG&A Expenses: SG&A Expense for the quarter ended September 30, 2015 and September 30, 2016, respectively, increased from $657 to $8,157, which was primarily attributable to interest expense accrued on a note conversion.

 

Total Expenses: Total expenses for the quarter ended September 30, 2015 and September 30, 2016, respectively, increased from $657 to $8,157, which was primarily attributable to interest expense accrued on a note conversion.

 

Net Loss: We incurred a net loss for the quarter ended September 30, 2015 and September 30, 2016, respectively, increased from $657 to $8,157, which was primarily attributable to interest expense accrued on a note conversion.

 

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2016

 

SG&A Expenses: SG&A Expense for the nine months ended September 30, 2015 and September 30, 2016, respectively, decreased from $8,788 to $8,349, which was primarily attributable to a decrease in stock compensation expense and increase in interest expense os approximately equal amounts.

 

Total Expenses: Total expenses for the nine months ended September 30, 2015 and September 30, 2016, respectively, decreased from $8,788 to $8,349, which was primarily attributable to a decrease in stock compensation expense and increase in interest expense os approximately equal amounts.

 

Net Loss: We incurred a net loss for the nine months ended September 30, 2015 and September 30, 2016, respectively, decreased from $8,788 to $8,349, which was primarily attributable to a decrease in stock compensation expense and increase in interest expense os approximately equal amounts.

 

Capital Resources and Liquidity

 

As of September 30, 2016, we had cash and cash equivalents of approximately $8. 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.

 

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(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 last three months and for the nine months ended September 30, 2016, the company issued 2,911,252 common shares, which were issued as stock compensation valued at $2,911. Also, during the period the company issued 2,420,000 common shares, which were issued as stock compensation valued at $2,420. Additionally, 30,706,991 shares were issued as repayment of related party debt. These shares with accrued interest of $6,230 were valued at $61,814.

 

The Shares were valued at a total value of $67,145. The above securities were issued to the individuals identified in connection with a transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

 

During the nine months ended September 30, 2015, the company issued 13,971,198, common shares, which were issued as stock compensation of $13,971. There were no other shares issued than those issued for stock compensation.

 

The Shares were valued at a total value of $13,971. The above securities were issued to the individuals identified in connection with a transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

 

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

 

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

 

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