UNITED STATES

                       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 September 30, 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  November  1,  2004,  1,213,507  shares of Common  Stock  were  issued and
outstanding.


<PAGE>



                                                    ORION ACQUISITION CORP. II
                                                 (A DEVELOPMENT STAGE COMPANY)
                                                                      CONTENTS
                                                September 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
================================================================================

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                September 30,
                                                                                    2004
                                                                                ------------
Assets                                                                           (unaudited)
<S>                                                                             <C>
Cash and cash equivalents                                                       $    873,909
Convertible note receivable                                                        1,000,000
Other receivables                                                                     89,822
Deferred tax assets                                                                      221
                                                                                ------------

Total assets                                                                    $  1,963,952
                                                                                ============




Current liabilities
Accounts payable and accrued expenses                                           $     51,390
Related party payable                                                                  1,585
                                                                                ------------

Total current liabilities                                                             52,975
                                                                                ------------


Shareholders' equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, 110 shares
         (unaudited) issued and outstanding                                                1

Common stock, $0.01 par value, 10,000,000 shares authorized,
         1,213,507 shares (unaudited) issued and outstanding                          12,135

Additional paid-in capital                                                         2,293,230

Deficit accumulated during the development stage                                    (394,389)
                                                                                ------------

Total shareholders' equity                                                         1,910,977
                                                                                ------------


Total liabilities and shareholders' equity                                      $  1,963,952
                                                                                ============
</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 Nine Months Ended September 30, 2004 and 2003 (unaudited) and
   for the Period from October 19, 1995 (Inception) to September 30, (unaudited)

================================================================================

<TABLE>
<CAPTION>
                                                                                                            For the Period from
                                                                                                             October 19, 1995
                                          For the Three Months Ended         For the Nine Months Ended        (Inception) to
                                                September 30,                      September 30,               September 30,
                                        ------------------------------      ------------------------------      ------------
                                            2004              2003              2004              2003              2004
                                        ------------      ------------      ------------      ------------      ------------
                                        (unaudited)        (unaudited)      (unaudited)        (unaudited)       (unaudited)
<S>                                     <C>               <C>               <C>               <C>               <C>
Operating expenses
General and administrative expenses     $     35,843      $     12,136      $    156,067      $     46,069      $  1,301,521
Shares issued for legal settlement            91,300            91,300            91,300
Stock-based compensation expense                  --                --                --                --           100,000
                                        ------------      ------------      ------------      ------------      ------------

Total operating expenses                     127,143            12,136           247,367            46,069         1,492,821
                                        ------------      ------------      ------------      ------------      ------------

Loss from operations                        (127,143)          (12,136)         (247,367)          (46,069)       (1,492,821)
                                        ------------      ------------      ------------      ------------      ------------

Other income (expense)
Other income                                   1,152                --             1,152                --             3,335
Interest income                               58,558             4,629            63,705            13,448         1,666,003
Interest expense                                  --                --                --                --           (57,694)
                                        ------------      ------------      ------------      ------------      ------------

Total other income  (expense)                 59,710             4,629            64,857            13,448         1,611,644
                                        ------------      ------------      ------------      ------------      ------------

Income (loss) before provision for
income taxes                                 (67,434)           (7,507)         (182,510)          (32,621)          118,822
                                        ------------      ------------      ------------      ------------      ------------

Provision for income taxes                        --                --                --                --           237,570
                                        ------------      ------------      ------------      ------------      ------------

Net income (loss)                       ($    67,434)     ($     7,507)     ($   182,510)     ($    32,621)     ($   118,748)
                                        ============      ============      ============      ============      ============

Basic and diluted loss per share        ($      0.06)     ($      0.01)     ($      0.17)     ($      0.03)
                                        ============      ============      ============      ============

Weighted-average common shares
outstanding                                1,143,276         1,030,907         1,068,363         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 Nine Months Ended September 30, 2004 and 2003 (unaudited)
                            and for the Period from October 19, 1995 (Inception)
                                               to September 30, 2004 (unaudited)
================================================================================

<TABLE>
<CAPTION>
                                                                                              For the
                                                                                            Period from
                                                                                            October 19,
                                                                                                1995
                                                          For the Nine Months Ended        (Inception) to
                                                                September 30,               September 30,
                                                        ------------------------------      ------------
                                                            2004              2003              2004
                                                        ------------      ------------      ------------
                                                         (unaudited)       (unaudited)       (unaudited)
<S>                                                     <C>               <C>               <C>
Cash flows from operating activities
      Net loss                                          ($   182,510)     ($    32,621)     ($   118,748)
      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
              Shares issued for legal settlement              91,300                --            91,300
              (Increase) decrease in
                   Income taxes receivable                        --                --           (33,549)
                   Deferred tax assets                            --                --              (221)
                   Prepaid assets                                 --                --            (3,212)
                   Other assets                                5,064
                   Other receivable                          (58,125)               --           (58,125)
              Increase (decrease) in
                   Accounts payable and accrued               28,738             3,914            51,390
                   expenses
                   Related party payable                       1,585                --             1,585
                                                        ------------      ------------      ------------
Net cash provided by (used in) operating activities         (119,012)          (28,707)           72,984

Cash flows from investing activities
      Purchase of United States Treasury bills                    --                --         1,506,615
      Sales or maturities of investments                          --                --        (1,506,615)
      Funds used for convertible note receivable            (500,000)       (1,000,000)
                                                        ------------      ------------      ------------
Net cash used in investing activities                       (500,000)               --        (1,000,000)
</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 Nine Months Ended September 30, 2004 and 2003 (unaudited) and for the
      Period from October 19, 1995 (Inception) to September 30, 2004 (unaudited)
================================================================================

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

Cash flows from financing activities
<S>                                           <C>               <C>               <C>
      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                   (619,012)          (28,707)          873,909
                                              ------------      ------------      ------------

Cash, beginning of period                        1,492,921         2,032,710                --
                                              ------------      ------------      ------------

Cash, end of period                           $    873,909      $  2,004,003      $    873,909
                                              ============      ============      ============

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 nine months ended  September 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 three and nine  months
     ended  September 30, 2004 and 2003 because they are not  exercisable  until
     after a business combination:


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

            Class B Warrants                            225,400        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, which cancellation was completed on August 5, 2004
     upon the  issuance  of a like  number of  shares of common  stock and other
     shares for some additional agreements by the Class B Warrant holder.

     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

      In  connection  with a proposed  merger,  the Company lent an aggregate of
      $1,000,000 in principal amount to the target under three separate notes of
      $500,000,  $250,000  and  $250,000 on December 9, 2003,  March 9, 2004 and
      July 2, 2004. The original  maturity dates were extended from time to time
      and notes were due  November  1, 2004.  The target,  on October 28,  2004,
      repaid $809,653 in principal and interest,  extinguishing  the December 9,
      2003 and March 31, 2004 notes and on November 12, 2004, repaid $256,819 in
      principal and interest, extinguishing the July 2, 2004 note.

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.


                                       8
<PAGE>

NOTE 5 - MERGER AGREEMENT

     On June 23, 2004, the Company  entered into an Agreement and Plan of Merger
     with a target entity that was  terminated on September 15, 2004.  Under the
     terms of the Agreement and Plan of Merger Agreement, the Company would have
     issued  shares for the  acquisition.  As a  condition  to the  merger,  the
     Company was obligated to raise additional  capital in a private  placement,
     the funds of which were placed in escrow. Upon termination of the Agreement
     and Plan of Merger Agreement,  the subscription  funds were returned to the
     investors.

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 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 then 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
     issued on August 5, 2004, 182,600 shares of common stock to the plaintiff.


                                       9
<PAGE>

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

     Results for the nine-month  period ending September 30, 2004,  consisted of
     investment  income earned from Treasury  bills and promissory  notes,  less
     expenses  associated  with  general and  administrative  overheads  and the
     expenses  associated with  negotiating a merger  agreement with a potential
     target and preparing  private  offering  documentation to be consummated in
     connection  with that  merger.  Overall,  income for the nine months  ended
     September 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,
     March 9, 2004 and July 2, 2004 to a potential target. The decline in income
     was  partially  offset by the  interest  on these  promissory  notes.  This
     overall  decline in income is  expected  to  continue  because of the lower
     interest  rates.  Results for the prior period nine months ended  September
     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 has entered into a letter of intent with
     a potential  target.  The proposed merger of the target into the Company is
     expected to include a condition to raise  capital in a private  transaction
     to fund the continuing  operations.  The current  capital of the Company is
     enough to fund an  acquisition  but not  reasonably  estimated  to fund the
     operations of the potential acquisition target.

     At  September  30,  2004,  the  Company  had  $873,909  in  cash  and  cash
     equivalents.  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.

     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.


                                       10
<PAGE>

     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.

ITEM 3.  Controls and Procedures.

     An evaluation of the effectiveness of the Company's disclosure controls and
     procedures as of September 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.


                                       11
<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 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 then 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
     issued on August 5, 2004,  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.


                                       12
<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 September 17, 2004, the Company filed a Form 8-K, disclosing under Item
1.02,  that it had entered into a termination of 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. This Form 8-K,
under Item 3.03 also disclosed that the Company was no longer obligated to issue
any rights in  connection  with the Class B Warrants.  The Class B Warrants  may
become exercisable only in the event of a consummation of a merger with a target
company, and at that time, will entitle the holder, for one year, to acquire one
share of common stock upon payment of $0.12 per share.


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<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:  November 16, 2004
                                                /s/ Christopher A. Marlett
                                                --------------------------
                                                Christopher A. Marlett
                                                Chairman, President, and CEO


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

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