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, 2002

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

                        Commission File Number 000-20837

                           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 Blvd., Suite 1020
       Los Angeles, California                        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 September 30, 2002, 1,102,157 shares of Common Stock were issued and
outstanding.



<PAGE>


                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                  September 30, 2002 (unaudited)

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

                         PART I. FINANCIAL INFORMATION


ITEM 1: FINANCIAL STATEMENTS
                                                                            Page
FINANCIAL STATEMENTS

     Balance Sheet                                                             2

     Statements of Operations                                              3 - 4

     Statements of Cash Flows                                              5 - 6

     Notes to Financial Statements                                         7 - 9

















                                       1

<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                   BALANCE SHEET
                                                  September 30, 2002 (unaudited)

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


                                     ASSETS

Assets
     Cash                                                      $      2,022,701
     Income taxes receivable                                             26,694
     Deferred tax assets                                                    221
     Other assets                                                        15,780
                                                               ----------------

                  Total assets                                 $      2,065,396
                                                               ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accrued expenses                                          $         35,595
                                                               ----------------

         Total current liabilities                                       35,595
                                                               ----------------

Contingencies

Stockholders' equity
     Preferred stock, $0.01 par value                                         1
         1,000,000 shares authorized
         110 shares (unaudited) issued and outstanding
     Common stock, $0.01 par value                                       11,022
         10,000,000 shares authorized
         1,030,907 shares (unaudited) issued and outstanding          2,203,043
     Additional paid-in capital
     Deficit accumulated during the development stage                  (184,265)
                                                               ----------------

              Total stockholders' equity                              2,029,801
                                                               ----------------

                Total liabilities and stockholders' equity     $      2,065,396
                                                               ================



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

                                       2

<PAGE>


                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF OPERATIONS
                      For the Three and Nine Months Ended September 30, 2002 and
                       2001 (unaudited) and for the Period from October 19, 1995
                       (Inception) to September 30, 2002 (unaudited)

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

<TABLE>
<CAPTION>

                                                                                                      For the
                                                                                                    Period from
                                       For the                              For the                 October 19,
                                  Three Months Ended                   Nine Months Ended                1995
                                      September 30,                       September 30,            (Inception) to
                             ---------------------------------  --------------------------------    September 30,
                                   2002              2001             2002              2001             2002
                             ---------------   ---------------  ----------------  ---------------  ----------------
                              (unaudited)         (unaudited)      (unaudited)      (unaudited)      (unaudited)
<S>                          <C>               <C>              <C>               <C>              <C>
Operating expenses
   General and
     administrative
     expenses                $        13,187   $        50,546  $        102,867  $       128,180  $      1,057,025
   Stock-based
     compensation
     expense                                                 -                                  -           100,000
                             ---------------   ---------------  ----------------  ---------------  ----------------

Total operating
   expenses                           13,187            50,546           102,867          128,180         1,157,025
                             ---------------   ---------------  ----------------  ---------------  ----------------

Loss from
   operations                        (13,187)          (50,546)         (102,867)        (128,180)       (1,157,025)
                             ---------------   ---------------  ----------------  ---------------  ----------------

Other income
   (expense)
     Interest income                   6,048            16,010            18,822           66,323         1,579,699
     Other Income                          -                 -                 -                -             2,183
     Interest expense                                        -                                  -           (57,694)
                             ---------------   ---------------  ----------------  ---------------  ----------------

Total other income
   (expense)                           6,084            16,010            18,822           66,323         1,524,188
                             ---------------   ---------------  ----------------  ---------------  ----------------

Income (loss) before
   provision for
   income taxes                       (7,139)          (34,536)          (84,045)         (61,857)          367,163

Provision for income
   taxes                                                     -                                  -           268,467
                             ---------------   ---------------- ----------------  ---------------  ----------------

Net income (loss)            $        (7,139)  $       (34,536) $        (84,045) $       (61,857) $         98,696
                             ===============   ===============  ================  ===============  ================

</TABLE>


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

                                       3

<PAGE>


                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF OPERATIONS
                      For the Three and Nine Months Ended September 30, 2002 and
                       2001 (unaudited) and for the Period from October 19, 1995
                       (Inception) to September 30, 2002 (unaudited)

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

<TABLE>
<CAPTION>

                                                                                                      For the
                                                                                                    Period from
                                         For the                          For the                   October 19,
                                    Three Months Ended                 Nine Months Ended                1995
                                        September 30,                    September 30,             (Inception) to
                             ---------------------------------  --------------------------------    September 30,
                                   2002              2001             2002              2001             2002
                             ---------------   ---------------  ----------------  ---------------  ----------------
                              (unaudited)        (unaudited)       (unaudited)      (unaudited)      (unaudited)
<S>                          <C>               <C>              <C>               <C>              <C>
Basic and diluted
   Loss per common
     share                   $         (0.01)  $        (0.03)  $          (0.08) $        (0.06)
                             ===============   ==============   ================  ==============

   Weighted-average
     common shares
     outstanding                   1,030,907        1,102,157          1,065,880       1,102,157
                             ===============   ==============   ================  ==============
</TABLE>



   The accompanying notes 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, 2002 and 2001 (unaudited) and for the
      Period from October 19, 1995 (Inception) to September 30, 2002 (unaudited)

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

<TABLE>
<CAPTION>


                                                                                                     For the
                                                                                                    Period from
                                                                                                    October 19,
                                                                   For the Nine Months Ended            1995
                                                                           September 30,           (Inception) to
                                                                --------------------------------    September 30,
                                                                      2002              2001             2002
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)        (unaudited)      (unaudited)
<S>                                                             <C>               <C>              <C>
Cash flows from operating activities
   Net income (loss)                                            $        (84,045) $       (61,857) $         91,376
   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 in
         Income taxes receivable                                               -                -           (26,694)
         Deferred income taxes                                                 -                -              (221)
         Other assets                                                          -                -           (15,780)
       Increase (decrease) in
         Accrued expenses                                                 (5,301)         (16,916)           35,595
                                                                ----------------  ---------------  ----------------

Net cash provided by (used in) operating activities                      (89,346)         (78,773)          221,776
                                                                ----------------  ---------------  ----------------

Cash flows from investing activities
   Purchase of United States Treasury bills                                    -                -        (1,506,615)
   Sale of United States Treasury bills                                        -                -         1,590,644
   Sales or maturities of investments                                          -          (50,849)          (84,029)
                                                                ----------------  ---------------  ----------------

Net cash used in investing activities                                          -          (50,849)                -
                                                                ----------------  ---------------  ----------------

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

Net cash provided by financing activities                                      -                -         1,800,925
                                                                ----------------  ---------------  ----------------
</TABLE>

   The accompanying notes 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, 2002 and 2001 (unaudited) and for the
      Period from October 19, 1995 (Inception) to September 30, 2002 (unaudited)

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

<TABLE>
<CAPTION>


                                                                                                     For the
                                                                                                    Period from
                                                                                                    October 19,
                                                                   For the Nine Months Ended            1995
                                                                           September 30,           (Inception) to
                                                                --------------------------------    September 30,
                                                                      2002              2001             2002
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)        (unaudited)      (unaudited)
<S>                                                             <C>               <C>              <C>
Net increase (decrease) in cash                                  $       (89,346) $      (129,622) $        432,057

Cash, beginning of period                                              2,112,047          585,480                 -
                                                                ----------------  ---------------  ----------------

Cash, end of period                                             $      2,022,701  $       455,858  $      2,022,701
                                                                ================  ===============  ================


Supplemental disclosures of cash flow
information

   Income taxes paid                                            $              -  $             -  $         61,000
                                                                ================  ===============  ================
</TABLE>


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

                                       6



<PAGE>



                           ORION ACQUISITION CORP. II
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                         September 30, 2002 (unaudited)

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. All activity to date relates to the Company's
formation and fundraising. To date, the Company, as a development stage company,
has not effected a Business Combination (as defined below).

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
generally accepted accounting principles 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 generally accepted
accounting principles 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, 2001. The results
of operations for the nine months ended September 30, 2002 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2002.

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.

                                       7

<PAGE>


                           ORION ACQUISITION CORP. II
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                         September 30, 2002 (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 stockholders 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. The following potential common shares have been excluded from the
computation of diluted net loss per share for all periods presented because they
are not exercisable until after a Business Combination:




                                                  For the Nine Months Ended
                                                          September 30,
                                             -----------------------------------
                                                   2002               2001
                                             ---------------    ----------------
                                               (unaudited)         (unaudited)

Class A Warrants                                           -             880,000
Class B Warrants                                     258,100             390,100
Series A Convertible Preferred Stock                 110,000             110,000
Stock option                                          10,000              10,000
Option to purchase Class A Warrants                        -             100,000



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.

Recently Issued Accounting Pronouncement
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." This statement
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. Under EITF Issue 94-3, a
liability for an exit cost, as defined, was recognized at the date of an
entity's commitment to an exit plan. The provisions of this statement are
effective for exit or disposal activities that are initiated after December 31,
2002 with earlier application encouraged. The Company does not expect adoption
of SFAS No. 146 to have a material impact, if any, on its financial position or
results of operations.

NOTE 3 - CONTINGENCIES

Litigation
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
31, 2000, the plaintiff filed a notice dismissing the action without prejudice.
On January 28, 2000, the court ordered the notice of dismissal. The Company and
the plaintiff agreed that the Company will make an exchange offer to all holders
of the Class B Warrants. The exchange offer must be made after the Company
completes its first Business Combination with a target company that results in
the acquisition of one or more companies with operating businesses and results
in the Company having assets in excess of $5,000,000. Upon payment of an
exercise price of $0.125 per Class B Warrant, each Class B Warrant will be
exchanged for one share of common stock and one Right. The Right will provide
for the issuance of additional shares of common stock based on a formula in the
event that (a) the Company makes an acquisition or consummates a merger and (b)
the post-transaction company does not meet the specified targets of a $7,000,000
net worth immediately after the transaction and a minimum common stock price of
$5.75 for 10 days during the two-year period following the transaction, subject
to certain adjustment, terms, and conditions.

                                       8

<PAGE>

                           ORION ACQUISITION CORP. II
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                         September 30, 2002 (unaudited)


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.



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

Results for the nine-month period ending September 30, 2002, consisted of
investment income earned from Treasury bills less expenses associated with
general and administrative overheads and litigation expenses. Income for the
nine months ended 2002 was less than the comparable quarters 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. This is expected to continue. Results for
the nine months ended September 30, 2002 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. There remains adequate cash on hand to bear the costs of
due diligence or legal fees necessary to locate and evaluate potential
candidates for a business combination. If a candidate is found the Company may
need to raise additional funds to complete the acquisition.

ITEM 3.  Controls and Procedures.

Based on the evaluation conducted by the Chief Executive Officer and Chief
Financial Officer, as of a date within 90 days of the filing date of this
quarterly report, of the effectiveness of the Company's disclosure controls and
procedures, the CEO and CFO concluded that, as of the evaluation date, (1) there
were no significant deficiencies or material weaknesses in the Company's
disclosure controls and procedures, (2) there were no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the evaluation date, and (3) no corrective actions were
required to be taken.

                                       9

<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1: Legal Proceedings

None

ITEM 2: Changes in Securities  and Use of Proceeds

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:

99.1 - Certification by CEO

99.2 - Certification by CFO

(b) Reports on Form 8-K:

None


                                       10
<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 14, 2002           /s/ Christopher A. Marlett
                                    -------------------------------
                                    Christopher A. Marlett
                                    Chairman and President
                                    Principal Executive Officer



                                    /s/Anthony Digiandomenico
                                    -------------------------------
                                    Anthony Digiandomenico
                                    Chief Financial Officer






<PAGE>



                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                 CERTIFICATIONS

         I, Christopher A. Marlett, 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 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 as of a date within 90 days of the filing date of this
         quarterly report (the "Evaluation Date"); and

         (c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

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

         (a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize, and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; 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; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 14, 2002            /s/ Christopher A. Marlett
                                    --------------------------------------------
                                    Name:  Christopher A. Marlett
                                    Title: President and Chief Executive Officer

<PAGE>



                              FORM OF 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 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 as of a date within 90 days of the filing date of this
         quarterly report (the "Evaluation Date"); and

         (c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, 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 in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize, and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; 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; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 14, 2002            /s/ Anthony DiGiandominco
                                    --------------------------------------------
                                    Name:  Anthony DiGiandominco
                                    Title: Chief Financial Officer