Exhibit 31.2

                        FORM OF SECTION 302 CERTIFICATION
                       PURSUANT TO RULE 13A-14 AND 15D-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                 CERTIFICATIONS

         I, Anthony DiGiandomenico, certify that:

1. I have reviewed  this  quarterly  report on Form 10-QSB of Orion  Acquisition
Corp. II.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      (a)  designed  such  disclosure  controls and  procedures,  or caused such
      disclosure  controls and procedures to be designed under our  supervision,
      to ensure that material information relating to the registrant,  including
      its consolidated subsidiaries,  is made known to us by others within those
      entities, particularly during the period in which this quarterly report is
      being prepared;

      (b) evaluated the  effectiveness of the registrant's  disclosure  controls
      and  procedures  and presented in this respect our  conclusions  about the
      effectiveness of the disclosure controls and procedures,  as of the end of
      the period covered by this report based on such evaluation; and

      (c)  Disclosed  in this  report  any change in the  registrant's  internal
      control over  financial  reporting that occurred  during the  registrant's
      most recent fiscal quarter that has materially affected,  or is reasonably
      likely  to  materially  affect  the  registrant's  internal  control  over
      financial reporting.

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent function):

      (a) all significant  deficiencies and material weaknesses in the design or
      operation  of  internal  controls  over  financial   reporting  which  are
      reasonably likely to adversely affect the registrant's  ability to record,
      process, summarize, and report financial information; and

      (b) any fraud, whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls over financial reporting.

Date:   August 23, 2004                         /s/ Anthony DiGiandominco
                                               --------------------------------
                                               Name:    Anthony DiGiandominco
                                               Title:   Chief Financial Officer