SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

         For the quarterly period ended June30, 2004
                                        ------------

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                         Commission File Number 0-20837

                           Orion Acquisition Corp. II
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                               Delaware 13-3863260
           ----------------------------------------------------------
           (State of Incorporation) (IRS Employer Identification No.)

                       401 Wilshire Boulevard - Suite 1020
                             Santa Monica, CA 90401
               --------------------------------------------------
               (Address of principal executive office) (Zip code)

Registrant's telephone number, including area code: (310) 526-5000

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 (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No |_|

As of July 1, 2004, 1,030,907 shares of Common Stock were issued and
outstanding.

<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                       JUNE 30, 2004 (UNAUDITED)

--------------------------------------------------------------------------------
                                                                        Page
FINANCIAL STATEMENTS

Balance Sheets                                                           3

Statements of Operations                                                 4

Statements of Cash Flows                                               5 - 6

Notes to Financial Statements                                          7 - 10


                                       2
<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                  BALANCE SHEETS
--------------------------------------------------------------------------------

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                           June 30,     December 31,
                                                                                            2004           2003
                                                                                         -----------    -----------
ASSETS                                                                                   (unaudited)
<S>                                                                                      <C>            <C>
     Cash                                                                                $ 1,196,613    $ 1,492,921
     Convertible notes receivable                                                            750,000        500,000
     Other receivable                                                                         31,697         31,697
     Deferred tax assets                                                                         221            221
                                                                                         -----------    -----------

                  TOTAL ASSETS                                                           $ 1,978,531    $ 2,024,839
                                                                                         ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                               $    89,835    $    22,652
     Related party payable                                                                     1,585             --
                                                                                         -----------    -----------

         Total current liabilities                                                            91,420         22,652
                                                                                         -----------    -----------

SHAREHOLDERS' EQUITY
     Preferred stock, $0.01 par value, 1,000,000 shares authorized,
         110 shares (unaudited) issued and outstanding                                             1              1
     Common stock, $0.01 par value, 10,000,000 shares authorized,
         1,030,907 shares (unaudited) issued and outstanding                                  10,309         10,309
     Additional paid-in capital                                                            2,203,756      2,203,756
     Deficit accumulated during the development stage                                       (326,955)      (211,879)
                                                                                         -----------    -----------

         Total shareholders' equity                                                        1,887,111      2,002,187
                                                                                         -----------    -----------

                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             $ 1,978,531    $ 2,024,839
                                                                                         ===========    ===========
</TABLE>

 The accompanying footnotes are an integral part of these financial statements.


                                       3
<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                         STATEMENT OF OPERATIONS
       FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED) AND
   FOR THE PERIOD FROM OCTOBER 19, 1995 (INCEPTION) TO JUNE 30, 2004 (UNAUDITED)

--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                                    For the
                                                                                                  Period from
                                                                                                  October 19,
                                       For the Three Months Ended    For the Six Months Ended        1995
                                                June 30,                     June 30,             (Inception)
                                       --------------------------    -------------------------     to June 30,
                                           2004          2003          2004            2003          2004
                                       -----------    -----------    -----------    -----------    -----------
                                       (unaudited)    (unaudited)    (unaudited)    (unaudited)    (unaudited)
<S>                                    <C>            <C>             <C>           <C>            <C>
OPERATING EXPENSES
   General and administrative
   expenses                            $    77,286    $    11,498    $   120,223    $    33,933    $ 1,265,678
   Stock-based compensation expense             --             --             --             --        100,000
                                       -----------    -----------    -----------    -----------    -----------

       Total operating expenses             77,286         11,498        120,223         33,933      1,365,678
                                       -----------    -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                       (77,286)       (11,498)      (120,223)       (33,933)    (1,365,678)
                                       -----------    -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSE)
   Other income                                 --             --             --             --          2,183
   Interest income                             915          5,383          5,147          8,820      1,607,445
   Interest expense                             --             --             --             --        (57,694)
                                       -----------    -----------    -----------    -----------    -----------

       Total other income  (expense)           915          5,383          5,147          8,820      1,551,934
                                       -----------    -----------    -----------    -----------    -----------

INCOME (LOSS) BEFORE PROVISION FOR
   INCOME TAXES                            (76,371)        (6,115)      (115,076)       (25,113)       186,256
                                       -----------    -----------    -----------    -----------    -----------

PROVISION FOR INCOME TAXES                      --             --             --             --        237,570
                                       -----------    -----------    -----------    -----------    -----------

NET INCOME (LOSS)                      $   (76,371)   $    (6,115)   $  (115,076)   $   (25,113)   $   (51,314)
                                       ===========    ===========    ===========    ===========    ===========

BASIC AND DILUTED LOSS PER SHARE       $     (0.07)   $     (0.01)   $     (0.11)   $     (0.02)
                                       ===========    ===========    ===========    ===========

WEIGHTED-AVERAGE COMMON SHARES
   OUTSTANDING                           1,030,907      1,030,907      1,030,907      1,030,907
                                       ===========    ===========    ===========    ===========
</TABLE>

 The accompanying footnotes are an integral part of these financial statements.

                                       4
<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED) AND
   FOR THE PERIOD FROM OCTOBER 19, 1995 (INCEPTION) TO JUNE 30, 2004 (UNAUDITED)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              For the
                                                                            Period from
                                                                            October 19,
                                               For the Six Months Ended        1995
                                                       June 30,             (Inception)
                                               -------------------------     to June 30,
                                                 2004            2003          2004
                                               -----------    -----------    -----------
                                               (unaudited)    (unaudited)    (unaudited)

<S>                                            <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                        $(115,076)      $(25,113)      $(51,314)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities
Note discount amortization                             --             --         37,500
Stock-based compensation expense                       --             --        100,000
(Increase) decrease in
Income taxes receivable                                --             --        (33,549)
Deferred tax assets                                    --             --           (221)
Prepaid assets                                         --             --         (3,212)
Other assets                                           --             --          5,064
Increase (decrease) in
Accounts payable and accrued expenses              67,183          5,696         89,835
Related party payable                               1,585             --          1,585
                                              -----------    -----------    -----------

Net cash provided by (used in) operating
Activities                                        (46,308)       (19,417)       145,688
                                              -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of United States Treasury bills               --             --     (1,506,615)
Funds used for convertible notes receivable      (250,000)            --       (750,000)
Sales or maturities of investments                     --             --      1,506,615
                                              -----------    -----------    -----------

Net cash used in investing activities            (250,000)            --       (750,000)
                                              -----------    -----------    -----------
</TABLE>

 The accompanying footnotes are an integral part of these financial statements.

                                       5
<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED) AND
   FOR THE PERIOD FROM OCTOBER 19, 1995 (INCEPTION) TO JUNE 30, 2004 (UNAUDITED)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  For the
                                                                                Period from
                                                                                October 19,
                                                   For the Six Months Ended        1995
                                                           June 30,             (Inception)
                                                   -------------------------     to June 30,
                                                     2004            2003          2004
                                                   -----------    -----------    -----------
                                                   (unaudited)    (unaudited)    (unaudited)

<S>                                               <C>            <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Dividend                                          $        --    $        --    $(7,200,000)
Issuance of units and redeemable
Class B purchase warrants, net
of offering costs                                          --             --      8,677,905
Issuance of unsecured promissory
notes                                                      --             --        100,000
Repayment of unsecured
promissory notes                                           --             --       (100,000)
Proceeds from related party note                           --             --         35,000
Repayment of related party note                            --             --        (35,000)
Issuance of founders' shares                               --             --          7,500
Issuance of private placement
shares                                                     --             --        304,520
Issuance of convertible preferred
stock                                                      --             --         11,000
                                                  -----------    -----------    -----------

New cash provided by financing activities                  --             --      1,800,925
                                                  -----------    -----------    -----------

Net increase (decrease) in cash                      (296,308)       (19,417)     1,196,613

CASH, BEGINNING OF PERIOD                           1,492,921      2,032,710             --
                                                  -----------    -----------    -----------

CASH, END OF PERIOD                                $1,196,613     $2,013,293     $1,196,613
                                                  ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION

INCOME TAXES PAID                                 $        --    $        --        $61,800
                                                  ===========    ===========    ===========
</TABLE>

The accompanying footnotes are an integral part of these financial statements.

                                       6

<PAGE>

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

      Orion Acquisition Corp. II (the "Company") was incorporated in Delaware on
      October  19,  1995  for  the  purpose  of  raising  capital  to  fund  the
      acquisition of an unspecified  operating  business.  The activities of the
      Company have included its formation and capital  raising and more recently
      identifying and negotiating an acquisition.  The Company, as a development
      stage company,  has not effected a business combination (as defined below)
      to date.

      The  Company's  management  has  broad  discretion  with  respect  to  the
      specified application of the assets of the Company, although substantially
      all of the assets are currently  intended to be generally  applied  toward
      consummating a business  combination with an operating business ("business
      combination").

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

      The  accompanying  financial  statements  have been prepared in conformity
      with  accounting  principles  generally  accepted in the United  States of
      America for interim  financial  information  and with the  instructions to
      Form 10-QSB and Regulation  S-B.  Accordingly,  they do not include all of
      the information and footnotes required by accounting  principles generally
      accepted  in  the  United   States  of  America  for  complete   financial
      statements.   In  the  opinion  of  management,   all  normal,   recurring
      adjustments  considered  necessary  for  a  fair  presentation  have  been
      included.  The financial statements should be read in conjunction with the
      audited  financial  statements  included in the Company's annual report on
      Form  10-KSB  for the  year  ended  December  31,  2003.  The  results  of
      operations  for the six  months  ended June 30,  2004 are not  necessarily
      indicative of the results that may be expected for the year ended December
      31, 2004.

      Development Stage Enterprise

      The Company is a  development  stage  company as defined in  Statement  of
      Financial  Accounting  Standards ("SFAS") No. 7, "Accounting and Reporting
      by  Development  Stage  Enterprises."  The Company is devoting  all of its
      present  efforts to its  formation  and to  fundraising,  and its  planned
      principal operations have not yet commenced.  All losses accumulated since
      inception have been considered as part of the Company's  development stage
      activities.

      Loss Per Share

      The Company  calculates  loss per share in  accordance  with SFAS No. 128,
      "Earnings  per Share."  Basic loss per share is  computed by dividing  the
      loss available to common  shareholders by the  weighted-average  number of
      common shares  outstanding.  Diluted loss per share is computed similar to
      basic loss per share except that the  denominator  is increased to include
      the number of additional common shares that would have been outstanding if
      the potential  common shares had been issued and if the additional  common
      shares were dilutive.  Because the Company has incurred net losses,  basic
      and diluted loss per share are the same.

                                       7

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Loss Per Share (Continued)

      The  following  potential  common  shares  have  been  excluded  from  the
      computation  of diluted  net loss per share for the six months  ended June
      30, 2004 and 2003 because they are not exercisable  until after a business
      combination:

                                                         2004          2003
                                                     -----------   -----------
                                                     (unaudited)   (unaudited)

              Class B Warrants                           358,000       358,000
              Series A Convertible Preferred Stock       110,000       110,000
              Stock option                                10,000        10,000

      As of July 1,  2004,  the  Company  entered  into an  agreement  to cancel
      132,600 of the Class B Warrants.

      Estimates

      The  preparation  of  financial  statements  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 revenue and
      expenses  during the reporting  period.  Actual  results could differ from
      those estimates.

NOTE 3 - CONVERTIBLE NOTES RECEIVABLE

      On March 9, 2004 and July 2, 2004, in connection  with a proposed  merger,
      the  Company  entered  into  convertible  notes for  principal  amounts of
      $250,000 and  $250,000,  respectively.  These sums were in addition to the
      December  9, 2003  loan of  $500,000,  and were on the same  terms as that
      loan.  On June 23, 2004,  the maturity  dates of both the December 9, 2003
      and March 9, 2004 loans were  extended  to July 31,  2004,  and then as of
      July 31,  2004,  the  maturity  dates of all three notes were  extended to
      September 15, 2004.

      All the notes earn  interest  at the rate of 10% per  annum,  and they are
      secured by  substantially  all the assets of the borrower.  No interest is
      payable if the merger is  consummated,  and upon the merger the notes will
      be  extinguished.  If the merger does not close, the notes are convertible
      at the Company's option into a total of 1,000,000 shares of the borrower's
      Class E Preferred Stock, and the borrower will issue a warrant to purchase
      a total of 1,000,000 shares of the borrower's common stock.

      The warrants  issuable on  conversion of the notes will permit the Company
      to purchase up to 1,000,000  shares of the  borrower's  common stock at an
      exercise price of $.10 per share. The warrants,  if issued, will expire in
      December 2006.

                                       8
<PAGE>

NOTE 4 - RELATED PARTY TRANSACTIONS

      The Company uses the services and some of the  employees of an  affiliated
      company and has its executive offices at the offices of the affiliate. The
      Company does not pay any amount to or for the  employees of the  affiliate
      or any rent for these  offices.  The Company  reimburses the affiliate for
      documented  out-of-pocket expenses incurred on its behalf. For the quarter
      ended June 30,  2004,  the Company  incurred  expenses  and a payable to a
      related  party for printing  and  miscellaneous  expenses  relating to the
      proposed merger.

NOTE 5 - MERGER AGREEMENT

      On June 23, 2004, the Company entered into an Agreement and Plan of Merger
      with  Citadel  Media Inc.  ("Citadel"),  in which the Company  will be the
      surviving corporation. The Company will acquire all the outstanding common
      stock of Citadel by issuing  443,526  shares of Series B preferred  stock.
      The Company will reserve  241,474  shares of Series B preferred  stock for
      issuance  on exercise of the  Citadel  options and  warrants  that it will
      assume by operation of law and agreement upon  consummation of the merger.
      The reserved  shares will be  distributed  from time to time to the former
      Citadel  stockholders  to the  extent the  options  and  warrants  are not
      exercised.  The aggregate  Series B preferred stock that may be issued for
      the acquisition of Citadel is 685,000 shares.

      The Series B preferred stock is convertible into 10 shares of common stock
      for each  share of  preferred  stock.  The  conversion  rate is subject to
      adjustment for stock splits, reverse splits and other events affecting the
      capital of Orion.  The  conversion  will take place once Orion has amended
      its certificate of incorporation to increase its authorized  equity to not
      less  than  25,000,000  shares  of  common  stock  which  number  will  be
      sufficient to allow conversion of the Series B preferred stock. Orion will
      require  a  stockholders  meeting  to  approve  this  amendment,  and  has
      committed  to  holding  the  meeting  as soon as  possible.  The  Series B
      preferred stock will vote on all matters with the common stock,  voting as
      a single class, except where a class vote is required by law. The Series B
      preferred stock will vote the equivalent  number of shares of common stock
      equal to the  conversion  rate.  The Series B preferred  stock has certain
      preferences and other protections prior to conversion.

      In  connection  with the  proposed  merger and as a  condition  to it, the
      Company is authorized to sell in a private placement, on a minimum-maximum
      basis, between 1,000,000 and 3,000,000 shares of its common stock at $2.00
      per share to  investors,  which may include  principals of the Company and
      the  target and their  affiliates.  The  offering  is being made under the
      terms as set forth in a Private Placement  Memorandum dated April 5, 2004.
      The proceeds will be used to fund the  operations of the Company after the
      merger.

      MDB Capital  Group,  LLC, a company  controlled  by the  directors  of the
      Company,  is acting as placement agent for the private  placement.  As its
      compensation for acting as placement agent, MDB will receive up to 300,000
      shares of common stock of the Company upon consummation of the offering.

      As a continuing director of the Company,  upon consummation of the merger,
      Christopher A. Marlett will be granted an option to purchase up to 100,000
      shares of common  stock at $2.00 per share.  The options will vest equally
      over three years,  and once  vested,  they will be  exercisable  until the
      fifth anniversary of the merger consummation.

      There are various  conditions to closing the merger transaction which must
      be satisfied by one or the other of the parties.

                                       9
<PAGE>

NOTE 6 - SUBSEQUENT EVENTS

      Litigation - Settlement Modification

      On July 1, 1999,  a Class B Warrant  holder of the  Company  brought  suit
      against  the  Company,  its former  directors,  and  certain  other  third
      parties.  On January 28, 2000,  the court ordered the notice of dismissal.
      On January 31, 2000,  the plaintiff  filed a notice  dismissing the action
      without  prejudice.  On July  1,  2004,  the  plaintiff  and  the  Company
      concluded  a  revision  to the  original  settlement  agreement  and final
      resolution of all outstanding issues.

      Originally,  the plaintiff had brought a suit against the Company based on
      certain  breaches of fiduciary duty by the directors and  management  that
      took the Company public in 1997,  which events were prior to the change to
      the current management that occurred in 1999. As a settlement to that suit
      in 2000,  the Company  agreed to convert the Class B Warrants  held by the
      plaintiff on a one for one basis and issue only to the  plaintiff  certain
      rights to acquire additional shares under various specified  conditions in
      the future.  The Company had the discretion to make a conversion  offer to
      the other Class B Warrant  holders,  on whatever  terms it decided,  if at
      all. Subsequently,  as a result of certain negotiations arising out of the
      need to modify some of the terms of the original settlement agreement with
      the  plaintiff,  the  plaintiff  required that the Company would issue the
      same  rights to which it was  entitled  to all the  holders of the Class B
      Warrants, if the Company consummated a merger transaction that met certain
      criteria.  Under  the  July  1,  2004  final  revision  to the  settlement
      agreement,  which was  required  by the target  company  in the  currently
      proposed  merger,  the plaintiff  agreed to eliminate the  requirement  to
      issue any rights to itself and others, now or in the future, in connection
      with any  conversion  of the Class B Warrants,  which  provision  had been
      imposed  in the  original  agreement  and the  prior  modification  of the
      original  agreement.  To achieve a full and final settlement  agreement to
      the law suit of the plaintiff,  to satisfy certain outstanding breaches of
      various terms of the settlement  agreement,  to obtain the cancellation of
      the plaintiff's 132,600 Class B Warrants, to obtain the mutual releases of
      all claims between the parties, and to maintain the covenant not to sue by
      the  plaintiff,  the Company has agreed to issue 182,500  shares of common
      stock to the  plaintiff.  The finality of the settlement is not contingent
      on the proposed merger.

                                       10
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      Results for the  six-month  period  ending  June 30,  2004,  consisted  of
      investment income earned from Treasury bills less expenses associated with
      general and  administrative  overheads  and the expenses  associated  with
      negotiating  a merger  agreement  with Citadel  Media Inc.  and  preparing
      private  offering  documentation to be consummated in connection with that
      merger.  Income for the six months ended June 30, 2004,  was less than the
      comparable  period for the prior year because of a fall in interest  rates
      on the types of treasury  securities in which the Company invests its cash
      balances and having less capital to invest in such  securities as a result
      of the loans  made  December  9, 2003 and March 9, 2004.  This  decline in
      income is expected to continue because of the lower interest rates and the
      extension of an additional  loan on July 2, 2004. The aggregate  amount of
      the loans is $1,000,000 in principal amount.  Results for the prior period
      six months ended June 30, 2003, consisted of investment income earned from
      Treasury bills, less expenses  associated with general and  administrative
      overheads.

      The  Company  continues  to search  for a suitable  company to  complete a
      business  combination  or  merger.  It is  actively  negotiating  with and
      working to conclude the announced merger with Citadel Media Inc.  pursuant
      to an agreement  dated June 23, 2004.  Citadel is a leading  operator of a
      network of  affinity  content  publishers  that  consist of  websites  and
      printed  magazines  providing  in-depth,  original  content  to a specific
      affinity group. Currently, the only affinity group for which Citadel has a
      network  and  content   publishers  is  sports.  In  connection  with  the
      negotiations,  the  Company  has lent to Citadel  $1,000,000  for  working
      capital.  This amount  currently is due  September 15, 2004, if the merger
      does not occur  before that date and is  convertible  at the option of the
      Company in the event of default.  Upon a merger with Citadel, the interest
      will not be due and the notes will be extinguished,  as Citadel will merge
      with and into the Company, with the Company being the survivor.

      In  connection  with the  Citadel  transaction,  the Company is seeking to
      raise  additional  capital  by the sale of common  stock.  The  Company is
      offering the common stock on a private  placement  basis. The Company must
      raise a minimum of $2,000,000 to consummate the acquisition of Citadel.

      At June 30, 2004, the Company had $1,196,613 in cash and equivalents which
      was  subsequently  reduced  by the July 2004 loan to  Citadel.  Orion will
      invest its cash assets in U.S.  Treasury bills and/or cash until such time
      as assets  are needed for a  business  combination  or use in an  acquired
      business.

      The  Company  has  not   incurred   any  debt  in   connection   with  its
      organizational  activities.  No cash  compensation is currently or will be
      paid to any officer  director until after the  consummation  of a business
      combination.  Since  the  role of  present  management  after  a  business
      combination  is  uncertain,  the Company has no ability to determine  what
      remuneration,  if any,  will be paid  to  such  persons  after a  business
      combination.

      The  Company  believes  it has  adequate  capital  to fund its  operations
      pending a business combination.

                                       11
<PAGE>

      The Company will use its current working capital and capital  resources to
      consummate a business combination.  In addition,  because the resources of
      the Company are not considered  sufficient to fund a business  combination
      or its acquired  business  operations after  acquisition,  it will have to
      raise  additional  capital.  The  capital  may be in the form of equity or
      debt,  and will  likely be based  solely on the  business  operations  and
      financial condition of the target business.  Therefore, it is not possible
      at this time to  determine  the amount of  capital  that will be needed or
      available for a business  combination.  There currently are no limitations
      on its  ability to  privately  obtain  funds for a  business  combination.
      Because of certain SEC interpretations and related rules, the Company does
      not believe it can  publicly  raise funds prior to a business  combination
      with an operating company unless it has in excess of $5,000,000 in assets.

      The Company's  limited resources and lack of operating history may make it
      difficult  to obtain  funds.  The amount and  nature of any  funding  will
      depend on numerous  considerations,  including  its capital  requirements,
      potential  lenders'  evaluation  of its  ability  to meet debt  service on
      borrowings and the then prevailing conditions in the financial markets, as
      well as  general  economic  conditions.  The  Company  does  not  have any
      arrangements  with any bank or financial  institution to secure additional
      financing,  and  there can be no  assurance  that  such  arrangements,  if
      required,  will be  obtainable  or otherwise in the best  interests of the
      Company.  The  inability  of the  Company to obtain the funds  required to
      complete a business  combination,  or to provide  funds for an  additional
      infusion of capital  into a target  business,  may have  material  adverse
      effects on its business prospects,  including the ability to negotiate and
      consummate a business combination.

      If the Citadel  transaction does not occur for any reason,  it is expected
      that the  Company  will  need to raise  additional  funds to  complete  an
      alternative business combination.

ITEM 3.  CONTROLS AND PROCEDURES.

      An evaluation of the  effectiveness of the Company's  disclosure  controls
      and procedures as of June 30, 2004 was made under the supervision and with
      the  participation  of  the  Company's  management,  including  the  chief
      executive officer and chief financial  officer.  Based on that evaluation,
      they concluded that the Company's  disclosure  controls and procedures are
      effective  to ensure  that  information  required to be  disclosed  by the
      Company in reports that it files or submits 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.  During the most recently completed fiscal quarter,  there has been
      no  significant  change in the Company's  internal  control over financial
      reporting  that  has  materially  affected,  or is  reasonably  likely  to
      materially   affect,   the  Company's   internal  control  over  financial
      reporting.

                                       12
<PAGE>

                                    PART II.

                                OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

      On July 1, 1999,  a Class B Warrant  holder of the  Company  brought  suit
      against  the  Company,  its former  directors,  and  certain  other  third
      parties.  On January 28, 2000,  the court ordered the notice of dismissal.
      On January 31, 2000,  the plaintiff  filed a notice  dismissing the action
      without  prejudice.  On July  1,  2004,  the  plaintiff  and  the  Company
      concluded  a  revision  to the  original  settlement  agreement  and final
      resolution of all outstanding issues.

      Originally,  the plaintiff had brought a suit against the Company based on
      certain  breaches of fiduciary duty by the directors and  management  that
      took the Company public in 1997,  which events were prior to the change to
      the current management that occurred in 1999. As a settlement to that suit
      in 2000,  the Company  agreed to convert the Class B Warrants  held by the
      plaintiff on a one for one basis and issue only to the  plaintiff  certain
      rights to acquire additional shares under various specified  conditions in
      the future.  The Company had the discretion to make a conversion  offer to
      the other Class B Warrant  holders,  on whatever  terms it decided,  if at
      all. Subsequently,  as a result of certain negotiations arising out of the
      need to modify some of the terms of the original settlement agreement with
      the  plaintiff,  the  plaintiff  required that the Company would issue the
      same  rights to which it was  entitled  to all the  holders of the Class B
      Warrants, if the Company consummated a merger transaction that met certain
      criteria.  Under  the  July  1,  2004  final  revision  to the  settlement
      agreement,  which was  required  by the target  company  in the  currently
      proposed  merger,  the plaintiff  agreed to eliminate the  requirement  to
      issue any rights to itself and others, now or in the future, in connection
      with any  conversion  of the Class B Warrants,  which  provision  had been
      imposed  in the  original  agreement  and the  prior  modification  of the
      original  agreement.  To achieve a full and final settlement  agreement to
      the law suit of the plaintiff,  to satisfy certain outstanding breaches of
      various terms of the settlement  agreement,  to obtain the cancellation of
      the plaintiff's 132,600 Class B Warrants, to obtain the mutual releases of
      all claims between the parties, and to maintain the covenant not to sue by
      the  plaintiff,  the Company has agreed to issue 182,600  shares of common
      stock to the  plaintiff.  The finality of the settlement is not contingent
      on the proposed merger.

      The  remaining  225,400  outstanding  Class  B  Warrants  continue  to  be
      exercisable  for one share of common  stock at an exercise  price of $0.12
      per share,  commencing upon the consummation of a business combination and
      ending one year later.  The Company will not issue any other securities on
      their  exercise.  There can be no assurance that the Class B Warrants will
      ever be exercisable.

                                       13
<PAGE>

ITEM  2: CHANGES IN SECURITIES  AND SMALL  BUSINESS  ISSUER  PURCHASES OF EQUITY
SECURITIES

         None

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

         None

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

         None

ITEM 5:  OTHER INFORMATION

         None

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:

                  31.1 - Section 302 Certification by CEO

                  31.2 - Section 302 Certification by CFO

                  32.1 - Section 906 Certification by CEO

                  32.2 - Section 906 Certification by CFO

         (b)      Reports on Form 8-K:

      On June 28, 2004, the Company filed a Form 8-K,  disclosing  under Item 5,
disclosing that it had entered into an agreement and plan of merger with Citadel
Media,  Inc.  for the  merger of  Citadel  with and into the  Company,  with the
Company as the surviving corporation under Delaware law.

                                       14
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements 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 ACQUISITION CORP. II

Dated:  August 23, 2004
                                                    /s/ Christopher A. Marlett
                                                    ----------------------------
                                                    Christopher A. Marlett
                                                    Chairman, President, and CEO

                                                    /s/ Anthony DiGiandomenico
                                                    ----------------------------
                                                    Anthony DiGiandomenico
                                                    Chief Financial Officer

                                       15