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: June 30, 2003

     [ ] 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  August  1,  2003,  1,030,907  shares  of Common  Stock  were  issued  and
outstanding.

<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                       JUNE 30, 2003 (UNAUDITED)

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

                                                                      Page
FINANCIAL STATEMENTS

      Balance Sheet                                                    F-2

      Statements of Operations                                         F-3

      Statements of Cash Flows                                      F-4 - F-5

      Notes to Financial Statements                                 F-6 - F-9

<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                   BALANCE SHEET
                                                       JUNE 30, 2003 (UNAUDITED)
================================================================================

                                     ASSETS

ASSETS
     Cash                                                          $  2,013,293
     Deferred tax asset                                                     221
                                                                   ------------
                TOTAL ASSETS                                       $  2,013,514
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                         $     36,831
                                                                   ------------

         Total current liabilities                                       36,831
                                                                   ------------

CONTINGENCIES

SHAREHOLDERS' EQUITY
     Preferred stock, $0.01 par value
         1,000,000 shares authorized
         110 shares issued and outstanding                                    1
     Common stock, $0.01 par value
         10,000,000 shares authorized
         1,030,907 shares issued and outstanding                         10,309
     Additional paid-in capital                                       2,203,756
     Deficit accumulated during the development stage                  (237,383)
                                                                   ------------

            Total shareholders' equity                                1,976,683
                                                                   ------------

                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $  2,013,514
                                                                   ============

                                      F-2
<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                         STATEMENT OF OPERATIONS

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED) AND
   FOR THE PERIOD FROM OCTOBER 19, 1995 (INCEPTION) TO JUNE 30, 2003 (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>
                                                                                                  For the          For the
                                                                                                Period from      Period from
                                                                                                 October 19,      October 19,
                              For the Three Months Ended        For the Six Months Ended            1995             1995
                                      June 30,                          June 30,               (Inception) to   (Inception) to
                            -----------------------------     -----------------------------       June 30,       December 31,
                                2003             2002             2003             2002             2003             2002
                            ------------     ------------     ------------     ------------     ------------     ------------
<S>                         <C>              <C>              <C>              <C>              <C>              <C>
OPERATING EXPENSES
    General and
      administrative
      expenses              $     11,498     $     30,146     $     33,933     $     89,680     $  1,131,288     $  1,097,355
    Stock-based
      compensation
      expense                         --               --               --               --          100,000          100,000
                            ------------     ------------     ------------     ------------     ------------     ------------

Total operating expenses          11,498           30,146           33,933           89,680        1,231,288        1,197,355
                            ------------     ------------     ------------     ------------     ------------     ------------

LOSS FROM OPERATIONS             (11,498)         (30,146)         (33,933)         (89,680)      (1,231,288)      (1,197,355)
                            ------------     ------------     ------------     ------------     ------------     ------------

OTHER INCOME (EXPENSE)
    Other income                      --               --               --               --            2,183            2,183
    Interest income                5,383            6,132            8,820           12,774        1,593,525        1,584,705
    Interest expense                  --               --               --               --          (57,694)         (57,694)
                            ------------     ------------     ------------     ------------     ------------     ------------

Total other income
    (expense)                      5,383            6,132            8,820           12,774        1,538,014        1,529,194
                            ------------     ------------     ------------     ------------     ------------     ------------

INCOME (LOSS) BEFORE
    PROVISION FOR
    INCOME TAXES                  (6,115)         (24,014)         (25,113)         (76,906)         306,726          331,839

PROVISION FOR INCOME
    TAXES                             --               --               --               --          268,467          268,467
                            ------------     ------------     ------------     ------------     ------------     ------------

NET INCOME (LOSS)           $     (6,115)    $    (24,014)    $    (25,113)    $    (76,906)    $     38,259     $     63,372
                            ============     ============     ============     ============     ============     ============

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

    WEIGHTED-AVERAGE
      COMMON SHARES
      OUTSTANDING              1,030,907        1,065,358        1,030,907        1,083,656
                            ============     ============     ============     ============
</TABLE>

                                      F-3
<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS

               FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002  (UNAUDITED)  AND
   FOR THE PERIOD FROM OCTOBER 19, 1995 (INCEPTION) TO JUNE 30, 2003 (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>
                                                                                       For the          For the
                                                                                     Period from      Period from
                                                                                     October 19,      October 19,
                                                                                        1995             1995
                                                     For the Six Months Ended      (Inception) to   (Inception) to
                                                             June 30,                 June 30,        December 31,
                                                      2003             2002             2003             2002
                                                  ------------     ------------     ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                               <C>              <C>              <C>              <C>
    Net income (loss)                             $    (25,113)    $    (76,906)    $     38,259     $     63,372
    Adjustments to reconcile net income
      (loss) to net cash provided by (used in)
      operating activities
        Note discount amortization                          --               --           37,500           37,500
        Stock-based compensation expense                    --               --          100,000          100,000
        (Increase) decrease in
           Income taxes receivable                          --               --           (1,852)          (1,852)
           Deferred tax assets                              --               --             (221)            (221)
           Prepaid assets                                   --               --           (3,212)          (3,212)
           Other assets                                     --               --            5,064            5,064
        Increase (decrease) in
           Accounts payable and
              accrued expenses                           5,696           (8,243)          36,830           31,134
                                                  ------------     ------------     ------------     ------------

Net cash provided by (used in) operating
activities                                             (19,417)         (85,149)         212,368          231,785
                                                  ------------     ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of United States Treasury bills                --               --       (1,506,615)      (1,506,615)
    Sales or maturities of investments                      --               --        1,506,615        1,506,615
                                                  ------------     ------------     ------------     ------------

Net cash provided by investing activities                   --               --               --               --
                                                  ------------     ------------     ------------     ------------
</TABLE>

                                      F-4
<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS

               FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002  (UNAUDITED)  AND
   FOR THE PERIOD FROM OCTOBER 19, 1995 (INCEPTION) TO JUNE 30, 2003 (UNAUDITED)
================================================================================

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

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

Net increase (decrease) in cash                        (19,417)         (85,149)       2,013,293        2,032,710

CASH, BEGINNING OF PERIOD                            2,032,710        2,112,047               --               --
                                                  ------------     ------------     ------------     ------------

CASH, END OF PERIOD                               $  2,013,293     $  2,026,898     $  2,013,293     $  2,032,710
                                                  ============     ============     ============     ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION

    INCOME TAXES PAID                             $         --     $         --     $     61,000     $     61,000
                                                  ============     ============     ============     ============
</TABLE>

                                      F-5
<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.  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
     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,
     2002.  The results of operations for the six months ended June 30, 2003 are
     not necessarily indicative of the results that may be expected for the year
     ended December 31, 2003.

     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.

                                      F-6
<PAGE>

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 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.

     The  following   potential  common  shares  have  been  excluded  from  the
     computation of diluted net loss per share for the six months ended June 30,
     2003 and 2002  because  they are not  exercisable  until  after a  Business
     Combination:

                                                      2003          2002
                                                   (unaudited)   (unaudited)

          Class B Warrants                           358,000       358,000
          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 Pronouncements
     -----------------------------------------
     In April 2003, the Financial  Accounting  Standards  Board ("FASB")  issued
     SFAS No. 149,  "Amendment of Statement 133 on  Derivative  Instruments  and
     Hedging  Activities."  SFAS No.  149 amends and  clarifies  accounting  and
     reporting for derivative  instruments and hedging activities under SFAS No.
     133,  "Accounting for Derivative  Instruments and Hedging Activities." SFAS
     No. 149 is effective  for  derivative  instruments  and hedging  activities
     entered into or modified  after June 30, 2003,  except for certain  forward
     purchase  and  sale  securities.   For  these  forward  purchase  and  sale
     securities,  SFAS No. 149 is effective for both new and existing securities
     after June 30, 2003. This statement is not applicable to the Company.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS  No.  150  establishes  standards  for how an  issuer  classifies  and
     measures  in  its  statement  of  financial   position  certain   financial
     instruments with characteristics of both liabilities and equity. In

                                      F-7
<PAGE>

     accordance with the standard, financial instruments that embody obligations
     for the issuer are required to be classified as  liabilities.  SFAS No. 150
     will be effective for financial  instruments entered into or modified after
     May 31, 2003 and otherwise  will be effective at the beginning of the first
     interim  period  beginning  after  June 15,  2003.  This  statement  is not
     applicable to the Company.

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.

     The former  directors  of the Company who were named as  defendants  in the
     suit have made demand upon the Company for reimbursement of attorneys' fees
     incurred  in  defense  of the suit prior to its  voluntary  dismissal.  The
     former  directors  contend  that  they are  entitled  to  reimbursement  of
     attorneys' fees under a provision of Delaware corporate law. The Company is
     considering the reimbursement request. An accrual has not been made for any
     potential reimbursement in the accompanying financial statements.

     On October 31, 2000,  the Company filed with the Supreme Court of the State
     of New York,  County of New York,  a  summons  and  complaint  in an action
     entitled  Orion  Acquisition  Corp.  II v. Mentmore  Holdings  Corporation,
     Mentmore Holdings,  Inc., Richard L. Kramer,  William L. Remley, Richard C.
     Hoffman, Robert D. Frankel, J. Thomas Chess, and Michael Schenker.  Messrs.
     Kramer,  Remley,  Hoffman,  Frankel,  and Chess are former directors of the
     Company. Messrs. Remley and Kramer were officers and/or directors of one or
     more of the Mentmore defendants. Mr. Hoffman is or was an officer of one or
     more of the Mentmore defendants.

                                      F-8
<PAGE>

NOTE 3 - CONTINGENCIES (CONTINUED)

     Litigation (Continued)
     ----------
     In the  complaint,  the  Company  alleges a series  of  causes  of  action,
     including a claim  against the  Company's  former  directors  for breach of
     fiduciary duty in connection with the diversion of a corporate opportunity,
     and against other  defendants for aiding and abetting the claimed breach of
     fiduciary duty and duty of loyalty. On May 15, 2002, a settlement agreement
     was signed  between  the Company and the  Mentmore  defendants,  subject to
     execution  and court  approval.  The  settlement  calls for  certain of the
     defendants to surrender  71,250  shares of the Company's  common stock that
     were  owned by  those  defendants,  which  the  Company  has  canceled.  In
     addition,  certain of the  defendants  surrendered  a warrant  to  purchase
     100,000  shares  of the  Company's  common  stock,  which the  Company  has
     canceled,  and the former directors withdrew their claims for reimbursement
     by the Company of their defense costs.

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.

                                      F-9
<PAGE>

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

     Results  for the  six-month  period  ending  June 30,  2003,  consisted  of
     investment income earned from Treasury bills less expenses  associated with
     general and administrative  overheads and litigation  expenses.  Income for
     the six months  ended June 30, 2003 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 three  months  ended June 30, 2003
     consisted of investment  income earned from Treasury  bills,  less expenses
     associated with general and administrative overheads.

     During the quarter  ended March 31,  2003,  the  Company  cancelled  71,250
     shares of common stock  returned as a result of settlement  of  outstanding
     litigation.  These shares had been held in treasury and have been  returned
     to the status of authorized but unissued shares of common stock.

     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.

     An evaluation of the effectiveness of the Company's disclosure controls and
     procedures as of June 30, 2003 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.

                                       2
<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:

          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:

          None

                                       3
<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 19, 2003
                                        /s/ Christopher A. Marlett
                                        ----------------------------------
                                        Christopher A. Marlett
                                        Chairman, President, and CEO


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

                                       2
<PAGE>