Based on an offering price of $0.10 per share, we calculate that the gross
proceeds from the offering to be up to $4 million if we sell the maximum number
of shares.
This is a best efforts offering. Assuming we sell the maximum number of shares,
we will receive net proceeds of approximately $3.95 million after deduction of
offering expenses. We currently intend to use the net proceeds of this offering
for working capital and general corporate purposes with a summary of the use of
proceeds shown below:
Working capital $ 1,954,954
Expansion of Services – addition of staff, procurement of office,
other related general & administrative 1,600,000
Expansion of Services – marketing 400,000
Expenses (legal/accounting) 45,046
Total Gross Proceeds $ 4,000,000
In addition, we may use a portion of any net proceeds to acquire complementary
products, technologies or businesses. However, our officers and directors have
not had any preliminary contact or discussions with any representative of any
other entity regarding any aforementioned acquisition. We will have significant
discretion in the use of any net proceeds. Investors will be relying on the
judgment of our management regarding the application of the proceeds of any sale
of our common stock.
If less than 100% of the maximum shares are sold, we will allocate funds
according to the table below. We anticipate that amounts raised below 50% of the
maximum will result in limited revenue from expansion of operations during the
short-term. Expansion of operations includes such items marketing expenditures
and, if available, a small acquisition.
Allocation of funds
Amount raised $ 800,000 2,000,000 3,000,000 4,000,000
% of total offering 20 % 50 % 75 % 100 %
Allocation
Working capital 400,000 1,000,000 1,500,000 2,000,000
Expansion 400,000 1,000,000 1,500,000 2,000,000
TOTAL 800,000 2,000,000 3,000,000 4,000,000
If 20% of the maximum shares are sold, we will continue with utilizing working
capital and expansion. However, there would be insufficient funds available for
furtherance of the plan of operations.
In the event that only 50% of the maximum shares are sold (approximately
$2,000,000), we will be able to further the plan of operation; however, our
activities will continue to be restricted.
If 75% of the maximum shares underlying are sold (approximately $3,000,000),
there will be sufficient funds to pay a significant portion of all budgeted
expenditure items.
We intend to use the net proceeds from this offering to further develop our
products and operations, for working capital and other general corporate
purposes.
to
executives that seek to purchase (buy-side), divest (sell-side), or recapitalize
their public or private company. More specifically, the Company wants to
facilitate consulting services across industry sectors to companies that have
revenues between $2.5 million and $100 million.
Under the leadership of a seasoned management team, Orion intends to develop its
consulting business segment, as well as identify and evaluate potential
acquisitions that will allow the Company to provide better, all-around services.
The Company, its shareholders and related parties do not plan to be acquired or
merge with another company or enter into a change of control or similar
transaction.
We are not a blank check company. Rule 419 of Regulation C under the Securities
Act of 1933 defines a “blank check company” as a (i) development stage company
that has no specific business plan or purpose or has indicated that its business
plan is to engage in a merger or acquisition with an unidentified company or
companies, or other entity or person, and (ii) is issuing a penny stock.
Accordingly, we do not believe that our Company may be classified as a “blank
check company” because we intend to engage in a specific business plan and do
not intend to engage in any merger or acquisition with an unidentified company
or other entity.
Financial Services Market
Orion will focus on providing consulting services to private and public
businesses that are considering or are suitable targets in mergers and
acquisitions transactions, are financially distressed, or desire access to
capital markets. Orion’s target company will not be industry specific; however,
efforts will be directed at client companies with the following attributes:
. Objective to sell, buy, or expand their business;
. Seeking recapitalization;
. Enterprise Value of $2 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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Our principal executive office is located at 1739 Creekstone Circle, San Jose,
CA 95133 and our telephone number is 408-691-0806. Our website is
www.orionfinancialgroupinc.com.