SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A

/X/  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934


For the fiscal year ended: December 31, 2003

/ /  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 0-20837

                           ORION ACQUISITION CORP. II
                 (Name of Small Business Issuer in Its Charter)

             DELAWARE                                  13-3863260
     (State of Incorporation)                     (Small Business Issuer
                                               I.R.S. Employer I.D. Number)

        401 WILSHIRE BOULEVARD - STE. 1020                90401
                 SANTA MONICA, CA                       (zip code)
     (Address of principal executive offices)

                                 (310) 526-5000
                (Issuer's Telephone Number, Including Area Code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                     Common Stock, $.01 par value per share
                    Redeemable Class B Unit Purchase Warrants

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |__|

Issuer's revenues for the fiscal year ended December 31, 2003 were $-0-.

As of March 15, 2004, the aggregate market value of the common stock held by
non-affiliates of the Registrant was approximately $918,239.

As of March 15, 2004, there were 1,030,907 shares of Common Stock, $.01 par
value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

Documents Incorporated by Reference: None.

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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL CHANGES.

     None.

ITEM 8A. CONTROL AND PROCEDURES

     An evaluation of the effectiveness of our disclosure controls and
     procedures as of December 31, 2003 was made under the supervision and with
     the participation of our management, including our chief executive officer
     and chief financial officer. Based on that evaluation, they concluded that
     our disclosure controls and procedures are effective as of the end of the
     period covered by this report to ensure that information required to be
     disclosed by us in reports that we file or submit under the Securities
     Exchange Act of 1934 is recorded, processed, summarized and reported within
     the time periods specified in Securities and Exchange Commission rules and
     forms. Subsequent to the date of this evaluation, there were no significant
     changes in our internal controls over financial reporting that has
     materially affected, or is reasonably likely to materially affect our
     internal controls over financial reporting.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 15, 2004 based on
information obtained from the persons named below. It states the beneficial
ownership of shares of the common stock by (i) each person known to be the owner
of more than 5% of the outstanding shares of common stock, (ii) each director
and (iii) all executive officers and directors as a group.


                                             Amount and Nature         Percent
Name of Beneficial Owner                  of Beneficial Ownership    of Class(1)
------------------------                  -----------------------    -----------

Christopher A. Marlett(2)                           256,000(3)          23.8%
Anthony DiGiandomenico(2)                            81,025(4)           7.6%
Dyana Williams Marlett(2)                            38,000(5)           3.7%
Topix, Inc.(6)                                          70,000           6.8%
All directors and executive officers as a
  group (five persons)                              375,025(7)          36.4%

_____________________

(1)  Percentage includes all outstanding shares of Common Stock plus any shares
     of common stock that the person has the right to acquire within 60 days
     pursuant to options, warrants, conversion privileges or other rights.

(2)  Each person's address is care of the Company at 401 Wilshire Boulevard,
     Santa Monica, California 90401.

(3)  Excludes 10,000 Class B Warrants which are not exercisable until
     consummation by Orion of its first business combination, which is estimated
     to be more than 60 days after March 15, 2004.

(4)  Includes 3,000 shares held in an individual retirement account.

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(5)  Includes 3,000 shares held in custodian accounts.

(6)  The address of Topix, Inc. is 401 Wilshire Boulevard, Santa Monica,
     California 90401. Excludes 57,500 shares of common stock that may be
     acquired by Topix under 57,000 Class B Warrants which are not currently
     exercisable.

(7)  See Notes 3, 4 and 5above.

Orion does not have any equity compensation plans that have or required
shareholder approval. Orion will consider adopting an equity compensation plan
and other equity based compensation for executives on an individual basis in the
future in connection with an acquisition. At such time, Orion will obtain the
required approvals.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K


     (a)  Exhibits

3.1  Amended and Restated Certificate of Incorporation of the Registrant
     (Exhibit 3.1)(1)

3.2  Amendment dated October 22, 1999 to Amended and Restated Certificate of
     Incorporation (Exhibit 3.2)(2)

3.3  By-laws of the Registrant (Exhibit 3.2)(1)

4.1  Warrant Agency Agreement between American Stock Transfer & Company and the
     Registrant (Exhibit 4.2)(1)

4.2  Form of Common Stock Certificate of Registrant (Exhibit 4.1)(1)

4.3  Form of Class B Unit Purchase Agreement of the Registrant (Exhibit 4.4)(1)

4.4  Form of Class A Common Stock Purchase Warrant Certificate of the Registrant
     (Exhibit 4.3)(1)

10.1 License Agreement, dated August 25,1995, between Bright Capital, Ltd. and
     the Company (Exhibit 10.3)(1)

10.2 Management Unit Purchase Option Plan (Exhibit 10.4)(1)

10.3 Secured Promissory Note of Citadel Inc.(4)

10.4 Security Agreement between Registrant and Citadel Media Inc.(4)

16.1 Letter from BDO Seidman, LLP dated December 7, 2000 (Exhibit 16.1) (3)

31.1 Forms of Certification Pursuant to Rule 13a-14 and 15d-14 under the
     Securities and Exchange Act of 1934, as Amended. (Previously filed)

31.2 Forms of Certification Pursuant to Rule 13a-14 and 15d-14 under the
     Securities and Exchange Act of 1934, as Amended. (Filed herewith)

32.1 Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002. (Previously filed)

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32.2 Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith)

________________________

(1)  Incorporated by referenced from Registration Statement 33-03252

(2)  Incorporated by reference from Registrant's Annual Report on Form 10-KSB
     for the year ended December 31, 1999

(3)  Incorporated by reference from Registrant's Report on Form 8-K/A filed on
     December 8, 2000

(4)  Incorporated by reference from Registrant's Report on Form 8-K filed
     December 9, 2003.

     (b)  Reports on Form 8-K

          None

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                                   SIGNATURES

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
report to be signed on its behalf by the undersigned, thereunto duly authorized
on the 13th day of May 2004.

                                        ORION ACQUISITION CORP. II

                                        By: /s/ Christopher A. Marlett
                                            -----------------------------
                                            Christopher A. Marlett
                                            Chairman of the Board and
                                            Chief Executive Officer

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