FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the transition period from                  to                 .
                               ----------------    ----------------
Commission file Number: 0-11043


                              ORION FINANCIAL, LTD.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Colorado                                        84-0858679
 ------------------------------                  ------------------------------
(State or other jurisdiction of                 (I.R.S. Employer Identification
 incorporation or organization)                              Number)

                              80 North Hoyt Street
                             Denver, Colorado 80226
                     --------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code: (303) 238-0937

Securities registered pursuant to Section 12(g) of the Act:

                            No Par Value Common Stock
                            -------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months and,  (2) has been subject to such filing  requirements
for the past 90 days.

         YES  [ ]          NO  [X]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

         [X]

         As of December 31, 1996, the aggregate market value of the Registrant's
voting stock held by nonaffiliates was $70,811.76.

         As of December 31, 1996,  Registrant had 4,641,522 shares of its no par
value common stock issued and outstanding.

                                      

<PAGE>


                                     PART I

ITEM 1.   BUSINESS

     (a) General Development of Business. Orion Financial,  Ltd. (the "Company,"
formerly known as Orion Broadcast Group, Inc.), is a Colorado corporation formed
on October 7, 1981.  In May 1987,  the Company,  through its  subsidiary,  Orion
Financial Services Corporation,  completed the acquisition and reorganization of
FNRS Acquisition  Corporation,  formerly known as FN Acquisition and an indirect
subsidiary of the Company. In fiscal 1988, FNRS Acquisition Corporation acquired
FN Realty  Services ("FN Realty") and formed FNRS  Financial  Corporation,  both
wholly-owned subsidiaries of FNRS Acquisition Corporation.

     The principal  activities of these  corporations  included  providing  loan
servicing   and   collection,   accounting,   data   processing   and  portfolio
administration services to the real estate and finance industries.

     On July 13, 1992, FNRS Financial  Corporation,  FN Realty, FNRS Acquisition
Corporation,  Orion Services Company,  Orion Financial Services  Corporation and
Orion  Broadcast  of  Rockford,  Inc.,  all of which  were  direct  or  indirect
subsidiaries  of the Company,  filed  voluntary  petitions in the United  States
Bankruptcy  Court for the District of Colorado to reorganize under Chapter 11 of
the Federal Bankruptcy laws.

     Effective  June 25,  1993,  the  Company  sold to Thomas A.  Breen,  who is
currently a director and was formerly the  President of the Company,  all of the
outstanding  common stock of Orion  Broadcast  of Rockford,  Inc. and all of the
outstanding  common stock of Orion Services Company for $10.00. As a result, the
Company no longer  has any  operations.  The  Company is seeking to enter into a
business  combination that would provide the Company with  operations.  Although
the Company is currently  investigating business  combinations,  the Company has
not agreed upon any specific business combination.

     (b)  Financial  Information  About  Industry  Segments.  The Company has no
industry segments.

     (c)  Narrative  Description  of Business.  The Company has no operations to
describe.

     (i) Products and Services.  The Company has no operations  and,  therefore,
has no products or services.

     (ii) Status of Product.  There has been no public  announcement of, nor has
the  Company  otherwise  made  public  information  about,  any new  products or
industry  segments of the Company  requiring the  investment by the Company of a
material  amount of its total  assets,  or which is  otherwise  material  to the
Company's operations.

     (iii) Raw Materials. The availability of raw materials is not applicable to
the Company because the Company has no operations.


<PAGE>


     (iv) Patents, Trademarks and Licenses. Not applicable.

     (v)  Seasonality.  The Company has no operations  that could be seasonal in
nature.

     (vi) Working Capital Items.  The Company has no operations and,  therefore,
has no need to carry any significant amount of inventory or accounts  receivable
or other items which would require a large amount of working capital.

     (vii) Customer Dependence. The Company has no customers.

     (viii)  Backlog of Orders.  The Company has no  operations  that would give
rise to a backlog of orders.

     (ix) Government Contracts. The Company has no government contracts.

     (x) Competition.  The Company has no operations and,  therefore,  it has no
competitors.

     (xi) Research and Development.  The Company has not engaged in any material
research and development activities during its last three years.

     (xii) Environmental  Regulation.  Compliance with federal,  state and local
provisions  regulating the discharge of materials into the environment  does not
have any material effect on the capital  expenditures,  earnings and competitive
positions of the Company.

     (xiii) Employees. The Company currently has one part-time employee, Dean H.
Boedeker,  the  Company's  President,  who receives  compensation  of $1,000 per
month.

     (d) Financial  Information About Foreign and Domestic Operations and Export
Sales. The Company has no foreign or domestic operations and no export sales.

ITEM 2.   PROPERTIES

     The Company has no properties.

ITEM 3.   LEGAL PROCEEDINGS

     The Company is a party to no legal proceedings.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of the Company's  security holders during
the Company's fiscal quarter ended June 30, 1996.

                                        2

<PAGE>


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     (a)  Market  Information.  The  Company's  common  stock is  traded  in the
over-the-counter  market. The following table shows the closing high and low bid
quotations for the common stock, for the periods  indicated,  as reported by the
National Quotation Bureau, Inc. These quotations  represent  inter-dealer prices
without  adjustment  for retail  markup,  markdown,  or  commission  and may not
necessarily represent actual transactions.

                                                               Common Stock
                                                            ------------------
Fiscal Quarter Ended                                        High           Low
--------------------                                        ----           ---
September 1994...........................................   .005          .005
December 1994............................................   .005          .005
March 1995...............................................   .005          .005
June 1995................................................   .005          .005
September 1995...........................................   .005          .005
December 1995............................................   .005          .005
March 1996...............................................   .005          .005
June 1996................................................   .005          .005

     (b) Holders.  As of December 31, 1996,  the Company had  approximately  999
holders of record of its no par value common stock.

     (c)  Dividends.  The Company has not declared cash  dividends on its common
stock  since its  inception  and the  Company  does not  anticipate  paying  any
dividends in the foreseeable future.

     (d) Sales of Unregistered  Securities.  No unregistered  equity  securities
were sold by the Company between July 1, 1995 and June 30, 1996.

ITEM 6.   SELECTED FINANCIAL DATA

     The following is selected consolidated financial information concerning the
Company.  This  information  should be read in conjunction with the consolidated
financial statements appearing elsewhere in this Annual Report.


                                        3

<PAGE>

<TABLE>
<CAPTION>
                                                      For the Years Ending June 30,
                                           ------------------------------------------------
                                           1996        1995      1994      1993        1992
                                           ----        ----      ----      ----        ----
                                               (In thousands except per share information)
<S>                                      <C>       <C>        <C>       <C>         <C>    
Revenue ..............................   $  --      $  --     $     7    $    14    $    25
Net income (loss) ....................       (25)        90       (57)      (129)    (1,668)
Net income (loss) per Com-
mon Share ............................      (.01)      0.02     (0.01)     (0.03)     (0.36)
Weighted Average number
of Shares Outstanding ................     4,642      4,642     4,642      4,642      4,642

<CAPTION>
                                                      For the Years Ending June 30,
                                           ------------------------------------------------
                                           1996        1995      1994      1993        1992
                                           ----        ----      ----      ----        ----
                                               (In thousands except per share information)
<S>                                      <C>       <C>        <C>       <C>         <C>    
Working Capital ......................       222        246        79        126        158
Total Assets .........................       222        266       136        213        379
Total Long-Term Liabilities ..........        --         --        --         --         --
Total Stockholders' Equity ...........       222        246       156        213        342
</TABLE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

     The Company has working capital of  approximately  $221,900 which should be
sufficient for the Company to fund its  obligations for the next 18 to 24 months
provided the Company does not enter into a business  combination  that  provides
the Company with business operations. The Company's minimal cash position limits
the  Company in its  future  direction  because it does not have the  ability to
raise additional funds through  borrowings or equity offerings given its lack of
business  operations.  The long term  survivability  of the  Company  depends on
whether or not the  Company is able to enter  into a business  combination  that
would provide the Company with successful business operations.

     The Company has no material commitments for capital expenditures.

Results of Operations

     The Company had no significant operations during the Company's fiscal years
ended June 30,  1996,  1995 and 1994 other than  occasional  supervision  of the
bankruptcy  proceedings  of its  subsidiaries.  In  January  1995,  the  Company
received  $208,000  from the  settlement  proceeds  of a lawsuit  in which  FNRS
Acquisition Corporation,  a former subsidiary of the Company, was the plaintiff.
The settlement  proceeds were the only source of cash for the Company during the
fiscal year ended June 30, 1995 and resulted in the Company realizing net income
of $90,488 for the fiscal year ended June 30, 1995. The Company  reported a loss
of  approximately  $25,000 for the fiscal year ended June 30, 1996 and a loss of
approximately  $57,000 for the fiscal year ended June 30, 1994.  Revenue in each
fiscal year consisted of interest income on the remaining cash on hand.

                                        4

<PAGE>


Inflation

     The effects of inflation of the Company's operations is not material and is
not anticipated to have any material effect in the future.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See Item  14(a) for a list of the  Financial  Statements  included  in this
report following the signature page.

     The supplementary  financial information required by Item 302 of Regulation
S-K does not apply to the Company.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

     There were no changes in accountants or  disagreements of the type required
to be  reported  under  this  item  between  the  Company  and  its  independent
accountants during the fiscal years ended June 30, 1996 and 1995.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     (a) Identification of Directors

         The  present  term of office of each  director  will expire at the next
annual meeting of shareholders. The name, position with the Company, age of each
director and the period during which each director has served are as follows:


Name and Position in the Company                      Age         Director Since
--------------------------------                      ---         --------------

Dean H. Boedeker...................................    62              1981
President, Chief Executive Officer and Director

Thomas A. Breen....................................    40              1987
Director

Donald W. Diones...................................    64              1981
Secretary and Director

William J. White...................................    58              1995
Director

                                        5

<PAGE>


     There was no arrangement or understanding between any director or any other
person pursuant to which any director was selected as such.

     (b) Identification of Executive Officers.

     Each executive officer will hold office until his successor duly is elected
and qualified,  until his resignation or until he shall be removed in the manner
provided by the Company's Bylaws. The Company's executive officers,  their ages,
positions with the Company and periods during which they served are as follows:

Name of Executive Officer and Position in Company          Age     Officer Since
-------------------------------------------------          ---     -------------

Dean H. Boedeker........................................    62
Chairman of the Board                                                  1991
President and Chief Executive Officer                                  1993

Donald W. Diones........................................    64
Secretary                                                              1993

     There was no arrangement or understanding between any executive officer and
any other  person  pursuant  to which any person was  selected  as an  executive
officer.

     (c) Identification of Certain Significant Employees.

     Not applicable.

     (d) Family Relationships.

     Not applicable.

     (e) Business Experience.

     Background.  The  following is a brief  account of the business  experience
during  the past  five  years of each  director  and  executive  officer  of the
Company:

                                        6

<PAGE>


Name of Director
or Officer               Principal Occupation During the Last Five Years
----------------         -----------------------------------------------

Thomas A. Breen          Senior Vice President of WestStar Loan Servicing, Inc.,
                         which services loans, since January 1, 1995;  President
                         of Orion Broadcast of Rockford, Inc., a holding company
                         which through its subsidiaries provides loan servicing,
                         since June 1991; President of the Company fromJune 1991
                         to  September  1993;  Chief  Financial  Officer  of the
                         Company from January 1984 to September 1993;  Secretary
                         of the Company  from May 1985  through  June 1991;  and
                         director of the Company since July 1987.

Dean H. Boedeker         Director  of  the  Company since 1981;  Chairman of the
                         Board of  Directors  of the  Company  since  July 1991;
                         President  and Chief  Executive  Officer of the Company
                         since  September  1993;  Senior Vice  President or Vice
                         President of R A F Financial Corporation, an investment
                         banking firm, since March 1992; Secretary and Treasurer
                         and a director of Diones, Broom,  Battreall & Boedeker,
                         Inc.,  an investment  banking  firm,  from June 1985 to
                         March 1992.

Donald W. Diones         Director  of  the  Company  since  1981;  Senior   Vice
                         President of Bigelow & Company,  an investment  banking
                         firm,   since  May  1995;   Senior  Vice  President  of
                         Dougherty  Dawkins Strand & Bigelow,  Incorporated,  an
                         investment banking firm, from October 1992 to May 1995;
                         Senior Vice  President of R A F Financial  Corporation,
                         an investment  banking firm, from March 1992 to October
                         1992;  Presi-  dent and a director  of  Diones,  Broom,
                         Battreall & Boedeker, Inc., an investment banking firm,
                         from June 1982 to March 1992.

William J. White         Director of the Company since 1995; Chairman of Bigelow
                         & Company,  an investment banking firm, since May 1995;
                         President   and   owner  of  First   Denver   Financial
                         Corporation,  a private  investment  firm,  since April
                         1992;  President  of  the  Affiliated  Capital  Markets
                         division  of  Affiliated   National  Bank  Denver  (now
                         BankOne),  a  national  bank,  from  June 1990 to April
                         1992.

     Directorships.

     No  director  of the  Company  is a  director  of an  entity  that  has its
securities  registered  pursuant to Section 12 of the Securities Exchange Act of
1934.
                                        7

<PAGE>

     (f) Involvement in Certain Legal Proceedings.

     No event  required to be reported  hereunder  has occurred  during the past
five years.

     (g) Promoters and Control Persons.

     No event  required to be reported  hereunder  has occurred  during the past
five years.

     (h) Compliance With Section 16(a) of the Securities Exchange Act of 1934.

     To the Company's knowledge, during the Company's fiscal year ended June 30,
1996, no director, officer or greater than 10% shareholder of the Company failed
to timely file a Form 3, Form 4 or Form 5.

ITEM 11.  EXECUTIVE COMPENSATION

     The  following  table  provides  certain  information   pertaining  to  the
compensation  paid by the Company and its subsidiaries for services  rendered to
Dean H. Boedeker,  the President of the Company during the Company's fiscal year
ended June 30, 1996. No executive  officer of the Company was paid over $100,000
in  compensation  from the Company  and its  subsidiaries  during the  Company's
fiscal year ended June 30, 1996.

<TABLE>
<CAPTION>
                                       SUMMARY COMPENSATION TABLE

                                                                           Long Term
                                                                         Compensation
                                             Annual Compensation            Awards
                                      ---------------------------------- ------------
                                                              Other      
                           Year                               Annual      Securities   All Other
Name and                   Ended                              Compen-     Underlying   Compensa-
Principal Position        June 30,    Salary($)    Bonus($)   sation($)   Options(#)    tion($)
------------------        --------    --------     -------    --------    ----------   ----------
<S>                         <C>       <C>                                                   
Dean H. Boedeker .........  1996      12,000(1)      --          --           --          --
 President and ...........  1995      14,000(1)      --          --           --          --
 Chief Executive .........  1994      10,000(1)      --          --        400,000        --
 Officer
--------------------
</TABLE>

(1) Mr.  Boedeker is  entitled to $1,000 per month for serving as the  President
and Chief Executive Officer of the Company.

                        OPTION GRANTS IN LAST FISCAL YEAR

     No options  were  granted by the  Company  to Dean H.  Boedeker  during the
Company's fiscal year ended June 30, 1996.

                                        8

<PAGE>

                          FISCAL YEAR END OPTION VALUES

     The following table sets forth  information with respect to the unexercised
options held by Dean H. Boedeker as of June 30, 1996.

<TABLE>
<CAPTION>
                               Number of Securities
                              Underlying Unexercised           Value of In the-Money
                                     Options at                     Options at
                                  June 30, 1996(#)              June 30, 1996($)(1)
                             --------------------------      --------------------------
Name                         Exercisable/ Unexercisable      Exercisable/ Unexercisable

<S>                             <C>          <C>                <C>          <C>
Dean H. Boedeker............    400,000      - 0 -              - 0 -        - 0 -
------------------------
</TABLE>

     (1) The value of  unexercised  in-the-money  options is the market price of
the underlying  shares of common stock at June 30, 1996, less the exercise price
of the options.

     Mr. Boedeker did not exercise any options during the Company's  fiscal year
ended June 30, 1996.

     Compensation of Directors--Standard Arrangement.

     Directors of the Company who are not employees or officers  receive $500.00
plus  expense  reimbursement  for each  Board of  Directors  meeting  which they
attend.  The Chairman of the Board and President receives $1,000 per month, as a
stipend for the services he performs.

     Compensation of Directors--Other Arrangements.

     In  September  1996,  the Board of  Directors  of the Company  extended the
expiration dates of options relating to 2,000,000 shares of the Company's common
stock that are  exercisable  at $.03 per share from April 27, 1998, to September
16, 2001.  Included in the persons for whom the options were  extended were Dean
H. Boedeker,  Thomas A. Breen,  Donald W. Diones,  all directors of the Company,
and  Thomas  J.  Bonomo,   a  former  director  of  the  Company  who  currently
beneficially  owns more than 5% of the  Company's  outstanding  shares of common
stock.

     In  September  1996,  the Board of Directors of the Company also granted an
option to purchase  400,000  shares of the Company's  common stock to William J.
White, a director of the Company.  Mr. White's option is exercisable at $.03 per
share until September 16, 2001.

                                        9

<PAGE>


     Employment  Contracts and  Termination of Employment and  Change-In-Control
Arrangements.

     There is no employment contract between the Company and Dean H. Boedeker or
any compensatory plan or arrangement between the Company and Dean H. Boedeker.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

     (a)(b) Security Ownership of Certain Beneficial Owners and Management.

     The  following  table sets forth as of  December  31,  1996,  the number of
shares of the Company's  outstanding  common stock beneficially owned by each of
the Company's current directors and officers, sets forth the number of shares of
the Company's common stock  beneficially  owned by all of the Company's  current
directors  and  officers  as a group and sets  forth the number of shares of the
Company's common stock owned by each person who owned of record, or was known to
own  beneficially,  more than 5% of the Company's  outstanding  shares of common
stock:

<TABLE>
<CAPTION>
                                                    Amount and Nature
                                                      of Beneficial               Percent
Name of Beneficial Owner                               Ownership (1)              of Class
------------------------                               ------------               --------

<S>                                                     <C>                        <C>  
Dean H. Boedeker...........................             573,072(2)                 11.4%

Thomas A. Breen............................             434,375(3)                  8.6%

Donald W. Diones...........................             531,572(4)                 10.5%

William J. White...........................             472,250(5)                  9.4%

All officers and directors
as a group (4 Persons).....................            2,011,269(6)                32.2%

Thomas J. Bonomo...........................             582,929(7)                 11.6%

Edward O. Byrne............................             400,938(8)                  8.0%
------------------
</TABLE>

     (1) Each  person has the sole voting and  investment  power over the shares
indicated.

     (2) Includes 400,000 shares  underlying a stock option.  Dean H. Boedeker's
address is 80 North Hoyt Street, Denver, Colorado 80226.

     (3) Includes  400,000 shares  underlying a stock option.  Thomas A. Breen's
address is 225 South Lake Avenue, 11th Floor, Pasadena, California 91101.

                                       10

<PAGE>


     (4) Includes  400,000 shares  underlying a stock option.  Donald W. Diones'
address is 1401 Seventeenth Street, Suite 1300, Denver, Colorado 80202.

     (5) Includes 400,000 shares  underlying a stock option.  William J. White's
address is 1401 Seventeenth Street, Suite 1300, Denver, Colorado 80202.

     (6) Includes shares underlying the stock options held by Messrs.  Boedeker,
Breen, Diones and White.

     (7) Includes 400,000 shares  underlying a stock option.  Thomas J. Bonomo's
address is 388 Market Street, No. 900, San Francisco, California 94111.

     (8) Includes  400,00 shares  underlying a stock  option.  Edward O. Byrne's
address is 303 East Seventeenth Avenue, Suite 700, Denver, Colorado 80203.

     (c) Changes in Control.

     There are presently no  arrangements  of any kind which may at a subsequent
date result in a change in control of the Company.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a)(b)  Transactions  With  Management  and  Others  and  Certain  Business
Relationships.

     In  September  1996,  the Board of  Directors  of the Company  extended the
expiration dates of options relating to 2,000,000 shares of the Company's common
stock that are  exercisable  at $.03 per share from April 27, 1998, to September
16, 2001.  Included in the persons for whom the options were  extended were Dean
H. Boedeker,  Thomas A. Breen,  Donald W. Diones,  all directors of the Company,
and  Thomas  J.  Bonomo,   a  former  director  of  the  Company  who  currently
beneficially  owns more than 5% of the  Company's  outstanding  shares of common
stock.

     In  September  1996,  the Board of Directors of the Company also granted an
option to purchase  400,000  shares of the Company's  common stock to William J.
White, a director of the Company.  Mr. White's option is exercisable at $.03 per
share until September 16, 2001.

                                       11

<PAGE>

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K

     (a)(1) Financial Statements.

         Independent Auditor's Report
         Balance Sheets--As of June 30, 1996 and 1995
         Statements of  Operations--Years  ended June 30, 1996,  1995,  and 1994
         Statement of Changes in Stockholders'  Equity--For the Period from July
             1, 1993 through June 30, 1996
         Statements of Cash  Flows--Years  ended June 30, 1996,  1995,  and 1994
         Notes to Financial Statements

     (a)(2) Financial Statement Schedules.

     None.

     (b) Current Reports on Form 8-K:

     No Current  Reports on Form 8-K were filed during the fiscal  quarter ended
June 30, 1996.

     (c) Exhibits.

Exhibit 3(A)             Articles of Incorporation of Orion Financial,  Ltd., as
                         amended  (incorporated  by reference to Exhibit 3(A) to
                         Orion Financial,  Ltd.'s Annual Report on Form 10-K for
                         the fiscal years ended June 30, 1993 and 1992).

Exhibit 3(B)             Bylaws   of   Orion   Financial,   Ltd.,   as   amended
                         (incorporated  by  reference  to Exhibit  3(B) to Orion
                         Financial,  Ltd.'s  Annual  Report on Form 10-K for the
                         fiscal years ended June 30, 1993 and 1992).

Exhibit 10(A)            Orion Financial,  Ltd. 1991 Non-Qualified  Stock Option
                         Plan  (incorporated  by reference  to Exhibit  10(A) to
                         Orion Financial,  Ltd.'s Annual Report on Form 10-K for
                         the fiscal years ended June 30, 1993 and 1992).


                                       12

<PAGE>


Exhibit 10(B)            Form  of  Option   Agreement   dated   April  27,  1993
                         (incorporated  by reference  to Exhibit  10(B) to Orion
                         Financial,  Ltd.'s  Annual  Report on Form 10-K for the
                         fiscal years ended June 30, 1993 and 1992).

Exhibit 10(C)            Form of Amendment to Option  Agreement  dated September
                         27, 1993 (incorporated by reference to Exhibit 10(C) to
                         Orion Financial,  Ltd.'s Annual Report on Form 10-K for
                         the fiscal years ended June 30, 1993 and 1992).

Exhibit 10(D)            Form of Amendment No. 2 to Option Agreement.

Exhibit 10(E)            Form of Option Agreement  effective  September 16, 1996
                         between Orion Financial, Ltd. and William J. White.

Exhibit 27               Financial Data Schedule.



                                       13

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    ORION FINANCIAL, LTD.,
                                    a Colorado corporation



                                    By: /s/ Dean H. Boedeker
                                        ---------------------------------------
                                        Dean H. Boedeker
                                        President, Principal Executive Officer,
                                        Chief Financial Officer, and
                                        Principal Accounting Officer

                                        Dated:  February 4, 1997

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.


Date                       Name and Title               Signature
----                       --------------               ---------


                           Thomas A. Breen
                           Director               ---------------------------



February 4, 1997           Dean H. Boedeker       /s/ Dean H. Boedeker
                           Director               ---------------------------



February 4, 1997           Donald W. Diones       /s/ Donald W. Diones
                           Director               ---------------------------



February 4, 1997           William J. White       /s/ William J. White
                           Director               ---------------------------

                                       14

<PAGE>


                                  EXHIBIT INDEX

Exhibit          Description                                            Page No.
-------          -----------                                            -------
3(A)             Articles of Incorporation of Orion Financial,  Ltd., as   N/A
                 amended  (incorporated  by reference to Exhibit 3(A) to
                 Orion Financial,  Ltd.'s Annual Report on Form 10-K for
                 the fiscal years ended June 30, 1993 and 1992).

3(B)             Bylaws   of   Orion   Financial,   Ltd.,   as   amended   N/A
                 (incorporated  by  reference  to Exhibit  3(B) to Orion
                 Financial,  Ltd.'s  Annual  Report on Form 10-K for the
                 fiscal years ended June 30, 1993 and 1992).

10(A)            Orion Financial,  Ltd. 1991 Non-Qualified  Stock Option   N/A
                 Plan  (incorporated  by reference  to Exhibit  10(A) to
                 Orion Financial,  Ltd.'s Annual Report on Form 10-K for
                 the fiscal years ended June 30, 1993 and 1992).

10(B)            Form  of  Option   Agreement   dated   April  27,  1993   N/A
                 (incorporated  by reference  to Exhibit  10(B) to Orion
                 Financial,  Ltd.'s  Annual  Report on Form 10-K for the
                 fiscal years ended June 30, 1993 and 1992).

10(C)            Form of Amendment to Option  Agreement  dated September   N/A
                 27, 1993 (incorporated by reference to Exhibit 10(C) to
                 Orion Financial,  Ltd.'s Annual Report on Form 10-K for
                 the fiscal years ended June 30, 1993 and 1992).

10(D)            Form of Amendment No. 2 to Option Agreement.

10(E)            Form of Option Agreement  effective  September 16, 1996
                 between Orion Financial, Ltd. and William J. White.

27               Financial Data Schedule.


<PAGE>



                              ORION FINANCIAL, LTD.



                          INDEX TO FINANCIAL STATEMENTS



                                                                            Page
                                                                            ----

Independent Auditor's Report.................................................F-2

Balance Sheets - June 30, 1996 and 1995......................................F-3

Statements of Operations - For the Years Ended June 30, 1996, 1995, 
     and 1994................................................................F-4

Statement of Changes in Stockholders' Equity - For the Period from
     July 1, 1993 through June 30, 1996......................................F-5

Statements of Cash Flows - For the Years Ended June 30, 1996, 1995, 
     and 1994................................................................F-6

Notes to Financial Statements................................................F-7




<PAGE>



                          INDEPENDENT AUDITOR'S REPORT





Board of Directors
Orion Financial, Ltd.
Denver, Colorado




We have audited the accompanying  balance sheets of Orion Financial,  Ltd. as of
June 30, 1996 and 1995, and the related statements of operations,  stockholders'
equity and cash flows for each of the three  years in the period  ended June 30,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Orion Financial,  Ltd., as of
June 30, 1996 and 1995, and the results of its operations and its cash flows for
each of the three years in the period ended June 30, 1996,  in  conformity  with
generally accepted accounting principles.



/s/ HEIN + ASSOCIATES LLP
HEIN + ASSOCIATES LLP


Denver, Colorado
December 12, 1996

                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                              ORION FINANCIAL, LTD.

                                 BALANCE SHEETS



                                                                                             JUNE 30,
                                                                                     -------------------------
                                                                                        1996           1995
                                                                                        ----           ----
                                                         ASSETS
CURRENT ASSETS:
<S>                                                                                 <C>            <C>        
    Cash and cash equivalents ...................................................   $    27,188    $    18,443
    Marketable securities .......................................................       194,888        247,272
                                                                                    -----------    -----------

TOTAL CURRENT ASSETS ............................................................   $   222,076    $   265,715
                                                                                    ===========    ===========



                                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES -
    Accounts payable and accrued expenses .......................................   $       176    $    19,241

CONTINGENCY (Note 4)

STOCKHOLDERS' EQUITY:
    Preferred stock, no par value; 200,000,000 shares authorized; no
        shares issued or outstanding ............................................                         --
    Common stock, stated value of $.08 a share; 200,000,000 shares
        authorized; 4,641,522 shares issued and outstanding .....................       371,322        371,322
    Additional paid-in capital ..................................................     4,639,182      4,639,182
    Accumulated deficit .........................................................    (4,788,604)    (4,764,030)
                                                                                    -----------    -----------
            Total stockholders' equity ..........................................       221,900        246,474
                                                                                    -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......................................   $   222,076    $   265,715
                                                                                    ===========    ===========

</TABLE>









              See accompanying notes to these financial statements.

                                       F-3

<PAGE>

<TABLE>
<CAPTION>


                              ORION FINANCIAL, LTD.

                            STATEMENTS OF OPERATIONS


                                                    FOR THE YEARS ENDED JUNE 30,
                                            ---------------------------------------
                                                 1996           1995         1994
                                                 ----           ----         ----

<S>                                        <C>            <C>           <C>      
REVENUE ................................   $      --      $      --     $      --

COSTS AND EXPENSES:
    General and administrative .........        37,774         42,430        53,525
    Depreciation and amortization ......          --            2,000        10,000
                                           -----------    -----------   -----------
             Total expenses ............        37,774         44,430        63,525
                                           -----------    -----------   -----------

OTHER INCOME (EXPENSE):
    Interest income ....................        13,200          5,937         6,794
    Other income .......................          --          128,981          --
                                           -----------    -----------   -----------
                                                13,200        134,918         6,794
                                           -----------    -----------   -----------

NET INCOME (LOSS) ......................   $   (24,574)   $    90,488   $   (56,731)
                                           ===========    ===========   ===========

NET INCOME (LOSS) PER COMMON SHARE .....   $      (.01)   $       .02   $      (.01)
                                           ===========    ===========   ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES  
    OUTSTANDING                              4,641,522      4,641,522     4,641,522
                                           ===========    ===========   ===========
</TABLE>






              See accompanying notes to these financial statements.

                                       F-4

<PAGE>

<TABLE>
<CAPTION> 
                              ORION FINANCIAL, LTD.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE PERIOD FROM JULY 1, 1993 THROUGH JUNE 30, 1996


                                                     COMMON STOCK                  Additional                          Total
                                            -----------------------------          Paid-In           Accumulated       Stockholders'
                                               Shares            Amount            Capital           Deficit           Equity
                                               ------            ------            ----------        -----------       -------------
<S>                                          <C>              <C>                <C>                <C>                 <C>        

BALANCES, July 1, 1993 ............          4,641,522        $   371,322        $ 4,639,182        $(4,797,787)        $   212,717
                                            ----------        -----------        -----------        -----------         -----------
  Net loss ........................               --                 --                 --              (56,731)            (56,731)
                                            ----------        -----------        -----------        -----------         -----------
BALANCES, June 30, 1994 ...........          4,641,522            371,322          4,639,182         (4,854,518)            155,986
                                            ----------        -----------        -----------        -----------         -----------
  Net income ......................               --                 --                 --               90,488              90,488
                                            ----------        -----------        -----------        -----------         -----------
BALANCES, June 30, 1995 ...........          4,641,522            371,322          4,639,182         (4,764,030)            246,474
                                            ----------        -----------        -----------        -----------         -----------
  Net loss ........................               --                 --                 --              (24,574)            (24,574)
                                            ----------        -----------        -----------        -----------         -----------
BALANCES, June 30, 1996 ...........          4,641,522        $   371,322        $ 4,639,182        $(4,788,604)        $   221,900
                                           ===========        ===========        ===========        ===========         ===========
</TABLE>




              See accompanying notes to these financial statements.

                                       F-5

<PAGE>

<TABLE>
<CAPTION>

                              ORION FINANCIAL, LTD.

                            STATEMENTS OF CASH FLOWS



                                                                                                    FOR THE YEARS ENDED JUNE 30,
                                                                                                ----------------------------------
                                                                                                   1996          1995        1994
<S>                                                                                             <C>          <C>          <C>
                  CASH FLOWS FROM OPERATING ACTIVITIES:
                      Net income (loss) .....................................................   $ (24,574)   $  90,488    $ (56,731)
                      Adjustments to reconcile to net cash from operating
                           activities:
                               Depreciation and amortization ................................        --          2,000       10,000
                               Gain from settlement of litigation ...........................        --       (128,981)        --
                               Changes in operating assets and liabilities:
                                   (Increase) decrease in --
                                        Restricted cash .....................................        --         50,000         --
                                   Increase (decrease) in --
                                        Accounts payable and accrued expenses ...............     (19,065)      12,346        6,895
                                                                                                ---------    ---------    ---------
                               Net cash provided by (used in) operating activities ..........     (43,639)      25,853      (39,836)

                  CASH FLOWS FROM INVESTING ACTIVITIES:
                      Purchase of marketable securities .....................................    (394,661)    (247,272)        --
                      Proceeds from sale of marketable securities ...........................     447,045         --           --
                      Advance to affiliate ..................................................        --        (54,571)        --
                      Proceeds from settlement of litigation ................................        --        208,552         --
                                                                                                ---------    ---------    ---------
                               Net cash provided by (used in) investing activities ..........      52,384      (93,291)        --
                                                                                                ---------    ---------    ---------

                  NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS ...........................       8,745      (67,438)     (39,836)

                  CASH AND CASH EQUIVALENTS, beginning of year ..............................      18,443       85,881      125,717
                                                                                                ---------    ---------    ---------

                  CASH AND CASH EQUIVALENTS, end of year ....................................   $  27,188    $  18,443    $  85,881
                                                                                                =========    =========    =========

                  SUPPLEMENTAL DISCLOSURES:
                      Cash paid for interest ................................................   $   --       $   --       $    --
                                                                                                =========    =========    =========
                      Cash paid for taxes ...................................................   $   --       $   --       $    --
                                                                                                =========    =========    =========
</TABLE>



              See accompanying notes to these financial statements.

                                       F-6

<PAGE>
                              ORION FINANCIAL, LTD.

                          NOTES TO FINANCIAL STATEMENTS



1.   ORGANIZATION AND NATURE OF OPERATIONS:

     Orion  Financial,  Ltd. (the Company) was incorporated in Colorado in 1981.
     Through  June  25,  1993,  the  Company  had  the  following   wholly-owned
     subsidiaries: Orion Services Company (formerly Vehicle Resource Corporation
     or VRC),  Orion Broadcast of Rockford,  Inc. (Orion  Rockford),  and United
     Leasing Company (inactive).  In 1987, Orion Rockford formed Orion Financial
     Services  Corporation (Orion Financial),  a 94% owned subsidiary,  to enter
     into the acquisition of FNRS Acquisition  Corporation  (FNRS  Acquisition).
     FNRS Acquisition  acquired FN Realty Services,  Inc. (FN Realty) and formed
     FNRS  Financial  Corporation  (FNRS) in fiscal 1988.  The operations of VRC
     were  discontinued  in fiscal 1990,  while the operations of FN Realty were
     discontinued during fiscal 1991.

     July 13, 1992, all of the Company's active subsidiaries declared bankruptcy
     under  Chapter 11 of the  bankruptcy  code.  Effective  June 25, 1993,  the
     Company  sold its entire  interest in VRC and Orion  Rockford to the former
     president of the Company. At present, the Company has no operations.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Cash  Equivalents  - Cash  equivalents  are  generally  comprised of highly
     liquid  instruments with original  maturities of three months or less, such
     as money funds and certificates of deposit. These investments are stated at
     cost which approximates market value.

     Net Income (Loss) Per Share - Net income (loss) per share has been computed
     based on the  weighted  average  number of shares  outstanding  during  the
     period. Stock options have been excluded from the computation because their
     effect would be anti-dilutive.

     Income  Taxes - The  Company  accounts  for income  taxes on the  liability
     method,  which requires  recognition of deferred tax assets and liabilities
     for the expected future tax  consequences of events that have been included
     in the financial statements or tax returns. Under this method, deferred tax
     assets and liabilities are determined  based on the difference  between the
     financial  statements and tax bases of assets and liabilities using enacted
     tax rates in effect for the year in which the  differences  are expected to
     reverse.

     Marketable  Securities -  Marketable  securities  consist of U.S.  Treasury
     bills, which have been classified as trading securities. Trading securities
     are carried at market value (which approximates cost) at June 30, 1996.

     Use of Estimates - The preparation of the Company's financial statements in
     conformity  with  generally  accepted  accounting  principles  requires the
     Company's  management  to make  estimates and  assumptions  that affect the
     amounts  reported in these  financial  statements and  accompanying  notes.
     Actual results could differ from those estimates.


                                       F-7

<PAGE>


                              ORION FINANCIAL, LTD.

                          NOTES TO FINANCIAL STATEMENTS


     Recently  Issued  Accounting  Standards - In October  1995,  the  Financial
     Accounting  Standards Board issued a new statement  titled  "Accounting for
     Stock-Based  Compensation"  (FAS 123).  The new  statement is effective for
     fiscal years  beginning  after December 15, 1995. FAS 123  encourages,  but
     does not require, companies to recognize compensation expense for grants of
     stock,  stock options,  and other equity  instruments to employees based on
     fair value.  Companies  that do not adopt the fair value  accounting  rules
     must  disclose  the impact of  adopting  the new method in the notes to the
     financial statements. Transactions in equity instruments with non-employees
     for goods or services must be accounted  for on the fair value method.  The
     Company  currently  does not  intend  to adopt  the fair  value  accounting
     prescribed  by FAS 123 for its  employees,  and will be subject only to the
     disclosure requirements prescribed by FAS 123. However, the Company intends
     to continue its  analysis of FAS 123 and may elect to adopt its  provisions
     in the future.


3.   RELATED PARTY TRANSACTIONS:

     On  April  7,  1993,  the  Company  entered  into an  agreement  with  FNRS
     Acquisition  to  advance  it funds for a  lawsuit  it had  brought  against
     another party. The agreement limited such advances to a maximum of $50,000,
     of which $25,000 had been advanced at June 30, 1993.  The Company was to be
     reimbursed  for any advances made out of the proceeds of any  settlement or
     judgment  received,  with proceeds in excess of advances  allocated between
     the Company and FNRS  Acquisition.  The  litigation  was settled in January
     1995, and the Company received  approximately  $208,000 from the settlement
     proceeds, resulting in a gain of approximately $129,000.


4.    CONTINGENCY:

     The Company was named as a co-defendant  in a lawsuit  brought against FNRS
     by a former  vendor,  which  alleged  breach of contract.  Damages were not
     specified. The claim was dismissed pending settlement of FNRS's bankruptcy,
     but if the claim is not disposed of in the bankruptcy settlement,  it could
     be refiled. The Company believes it has valid defenses against this claim.


5.    STOCKHOLDERS' EQUITY:

     The  Company  adopted an  incentive  stock  option  plan in 1984  reserving
     312,500  shares  of common  stock  for  certain  employees,  officers,  and
     directors.  The exercise  price was required to be at least the fair market
     value of the stock on the date of the  grant,  and the term of each  option
     granted  was not to be for more than ten years  from the date of the grant.
     The plan expired in February 1994.

     If options were granted to  individuals  owning more than ten percent (10%)
     of the outstanding  common stock, the exercise price had to be at least one
     hundred  ten percent  (110%) of the fair  market  value of the stock on the
     date of the grant  and the term for each  option  granted  would not be for
     more than five years from the date of the grant.

                                       F-8

<PAGE>

                              ORION FINANCIAL, LTD.

                          NOTES TO FINANCIAL STATEMENTS


     On July 13, 1987,  the Board of  Directors  of the Company  granted a stock
     option under the 1984 stock option plan for 187,500 shares of the Company's
     common  stock to a  director  and  officer of the  Company.  The option was
     exercisable  at $.72 per share with 62,500  options  expiring in July 1992,
     1993,  and 1994. No options were  exercised  and they have all expired.  In
     June  1991,  the  Board  granted a stock  option  under the 1984 plan to an
     officer of the  Company  for 30,000  shares  exercisable  at $.47 per share
     through 2001. None of these options have been exercised.

     On November 8, 1991, the Company adopted a 1991 Non-Qualified  Stock Option
     Plan for the directors,  officers and employees of the Company. Two million
     shares are reserved  under this plan. The terms of each option granted will
     not be for more than ten years from date of grant,  and no  options  can be
     granted under the plan after November 8, 2001.

     In April 1993, the Board of Directors of the Company  granted stock options
     covering  2,000,000  shares of the Company's  common stock,  400,000 shares
     each to four directors of the Company at that time (including the president
     of the Company),  and 400,000  shares to an  individual  from the Company's
     legal counsel.  The options are exercisable at $.03 per share. In September
     1996, the Board of Directors  extended the expiration date of these options
     to September 2001. None have been exercised to date.

     In September  1996, the Board of Directors  granted stock options  covering
     400,000  shares  to a  director,  exercisable  at $.03  per  share  through
     September 2001.

     The Company has  authorized,  but  unissued,  preferred  stock which may be
     issued in series with such preferences as determined by the Company's Board
     of Directors.


6.   INCOME TAXES:

     There was no  provision  for income  taxes for the year ended June 30, 1995
     due to the use of net operating loss carryforwards.

     The amounts which give rise to the net deferred tax asset (liability) as of
     June 30, 1996, are as follows:


                Net operating loss carryforward .........   $ 408,000
                Valuation allowance .....................    (408,000)
                                                            ---------
                    Net deferred tax asset ..............   $    --
                                                            =========

     At June 30, 1996, the Company had net operating losses (NOL)  carryforwards
     for  income tax  purposes  of  approximately  $1,200,000  that will  expire
     between 1997 and 2011. Upon the sale of the Company's  subsidiaries in June
     1993, a substantial  portion of the NOL carryforwards  were lost for use by
     the Company, as they had been incurred at the subsidiary level.

                                       F-9