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, 2001

 _ 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, 2001, 1,102,157 shares of Common Stock were issued
                                and outstanding.








<Page>


<Table>
<Caption>
                                                     ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                   BALANCE SHEET
                                                  September 30, 2001 (unaudited)

--------------------------------------------------------------------------------
<S>                                                          <C>

                                     ASSETS

Assets
     Cash                                                    $        455,858
     Investments - held to maturity                                 1,643,052
     Income taxes receivable                                           27,232
     Deferred income taxes                                                221
     Other assets                                                      29,628
                                                             ----------------

                  Total assets                               $      2,155,991
                                                             ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable and accrued expenses                   $         23,932
                                                             ----------------

         Total current liabilities                                     23,932
                                                             ----------------

Contingencies

Stockholders' 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
         1,102,157 shares issued and outstanding                       11,022
     Additional paid-in capital                                     2,203,043
     Deficit accumulated during the development stage                 (82,007)
                                                             ----------------

              Total stockholders' equity                            2,132,059
                                                             ----------------

             Total liabilities and stockholders' equity    $        2,155,991
                                                           ==================
</Table>

<Page>

<Table>
<Caption>
                                                                                        ORION ACQUISITION CORP. II
                                                                                     (A DEVELOPMENT STAGE COMPANY)
                                                                                         STATEMENTS OF OPERATIONS
                                  For the Three and Nine Months Ended September 30, 2001 and 2000 (unaudited) and
                                for the Period from October 19, 1995 (Inception) to September 30, 2001 (unaudited)

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

                                                                                                        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,
                                   2001              2000             2001              2000             2001
                             ---------------   ---------------  ----------------  ---------------  ----------------
                              (unaudited)       (unaudited)      (unaudited)       (unaudited)      (unaudited)
<S>                           <C>               <C>               <C>              <C>             <C>
Operating expenses
   General and
     administrative
     expenses                $        50,546   $        47,246  $        128,180  $       112,791  $        931,546
   Stock-based
     compensation
     expense                               -                 -                 -                -           100,000
                             ---------------   ---------------  ----------------  ---------------  ----------------

Total operating
   expenses                           50,546            47,246           128,180          112,791         1,031,546
                             ---------------   ---------------  ----------------  ---------------  ----------------

Loss from
   operations                        (50,546)          (47,246)         (128,180)        (112,791)       (1,031,546)
                             ---------------   ---------------  ----------------  ---------------  ----------------

Other income
   (expense)
     Interest income                  16,010            23,980            66,323           64,124         1,550,002
     Interest expense                      -                 -                 -                -           (57,694)
                             ---------------   ---------------  ----------------  ---------------  ----------------

Total other income
   (expense)                          16,010            23,980            66,323           64,124         1,492,308
                             ---------------   ---------------  ----------------  ---------------  ----------------

Income (loss) before
   provision for
   income taxes                      (34,536)          (23,266)          (61,857)         (48,667)          460,762

Provision for income taxes                 -                 -                 -                -           267,129
                             ---------------   ---------------  ----------------  ---------------  ----------------

Net income (loss)           $        (34,536) $        (23,266) $        (61,857) $       (48,667) $        193,633
                            ================  ================  ================  ================ ================

</Table>




<Page>


<Table>
<Caption>
                                                                                        ORION ACQUISITION CORP. II
                                                                                     (A DEVELOPMENT STAGE COMPANY)
                                                                                         STATEMENTS OF OPERATIONS
                                  For the Three and Nine Months Ended September 30, 2001 and 2000 (unaudited) and
                                for the Period from October 19, 1995 (Inception) to September 30, 2001 (unaudited)

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

                                                                                                        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,
                                   2001              2000             2001              2000             2001
                             ---------------   ---------------  ----------------  ---------------  ----------------
                              (unaudited)       (unaudited)      (unaudited)       (unaudited)      (unaudited)
<S>                           <C>               <C>               <C>              <C>             <C>
Basic and diluted
   Loss per common
     share                   $         (0.03)  $         (0.02) $          (0.06) $        (0.40)
                             ===============   ===============  ================  ==============

   Weighted-average
     common shares
         outstanding               1,102,157         1,102,157         1,102,157       1,102,157
                            ================   ===============  ===============  ===============


</Table>






<Page>



<Table>
<Caption>
                                                                                        ORION ACQUISITION CORP. II
                                                                                     (A DEVELOPMENT STAGE COMPANY)
                                                                                         STATEMENTS OF OPERATIONS
                                  For the Three and Nine Months Ended September 30, 2001 and 2000 (unaudited) and
                                for the Period from October 19, 1995 (Inception) to September 30, 2001 (unaudited)

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

                                                                                                        For the
                                                                                                    Period from
                                                                                                    October 19,
                                                                            For the                     1995
                                                                      Nine Months Ended           (Inception) to
                                                                         September 30,             September 30,
                                                                ---------------------------------
                                                                      2001              2000             2001
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)       (unaudited)      (unaudited)
<S>                                                            <C>                <C>              <C>

Cash flows from operating activities
   Net income (loss)                                            $        (61,857) $       (48,667) $        193,633
   Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities
       Note discount amortization                                              -                -            37,500
       Stock-based compensation expense                                        -                -           100,000
       (Increase) decrease in
         Income taxes receivable                                               -                -           (27,232)
         Deferred income taxes                                                 -                -              (221)
         Other assets                                                          -          (12,568)          (29,628)
       Increase (decrease) in
         Accounts payable and accrued expenses                           (16,916)         (84,531)           23,933
                                                                ----------------  ---------------  ----------------

Net cash provided by (used in) operating activities                      (78,773)        (145,766)          297,985
                                                                ----------------  ---------------  ----------------

Cash flows from investing activities
   Purchase of United States Treasury bills                                    -          (57,577)       (1,506,615)
   Sales or maturities of investments                                    (50,849)               -          (136,437)
                                                                ----------------  ---------------  ----------------

Net cash used in investing activities                                    (50,849)         (57,577)       (1,643,052)
                                                                ----------------  ---------------  ----------------

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 common stock                                                    -          297,020           304,520
   Issuance of convertible preferred stock                                     -                -            11,000
                                                                ----------------  ---------------  ----------------

Net cash provided by financing activities                              -                  297,020         1,800,925
                                                                 ----------------  --------------  ----------------

</Table>





<Page>


<Table>
<Caption>
                                                                                        ORION ACQUISITION CORP. II
                                                                                     (A DEVELOPMENT STAGE COMPANY)
                                                                                         STATEMENTS OF OPERATIONS
                                  For the Three and Nine Months Ended September 30, 2001 and 2000 (unaudited) and
                                for the Period from October 19, 1995 (Inception) to September 30, 2001 (unaudited)

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

                                                                                                        For the
                                                                                                    Period from
                                                                                                    October 19,
                                                                            For the                     1995
                                                                      Nine Months Ended           (Inception) to
                                                                         September 30,             September 30,
                                                                ---------------------------------
                                                                      2001              2000             2001
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)       (unaudited)      (unaudited)
<S>                                                            <C>                <C>              <C>


Net increase (decrease) in cash                                 $       (129,622) $        93,677  $        455,858

Cash, beginning of period                                                585,480          522,187                 -
                                                                ----------------  ---------------  ----------------

Cash, end of period                                             $        455,858  $       615,864  $        455,858
                                                                ================  ===============  ================


Supplemental disclosures of cash flow
information

         Income taxes paid                                     $            -     $            -   $       121,000
                                                               ================   ==============   ===============


</Table>





<Page>



                                                     ORION ACQUISITION CORP. II
                                                  (A DEVELOPMENT STAGE COMPANY)
                                                  NOTES TO FINANCIAL STATEMENTS
                                                 September 30, 2001 (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 registration statement for the Company's Initial Public Offering
         (the "Offering") became effective on July 2, 1996. The Company
         consummated the Offering, raising net proceeds of approximately
         $8,700,000. Subsequently, in 1999 the Company pad a dividend of
         $7,200,000. The Company's management has broad discretion with respect
         to the specified application of the net proceeds of the Offering,
         although substantially all of the net proceeds of the offering were
         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, 2000. The results of operations for the nine months ended September
         30, 2001 are not necessarily indicative of the results that may be
         expected for the year ended December 31, 2001.


         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 evoting 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.





<Page>


                                                     ORION ACQUISITION CORP. II
                                                  (A DEVELOPMENT STAGE COMPANY)
                                                  NOTES TO FINANCIAL STATEMENTS
                                                 September 30, 2001 (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,
                                                  ------------------------------
                                                     2001               2000
                                                  ------------       ----------
                                                  (unaudited)        (unaudited)

         Class A Warrants                                 -             880,000
         Class B Warrants                           358,100             390,100
         Series A Convertible Preferred Stock       110,000             110,000
         Stock option                                10,000              10,000
         Option to purchase Common Stock            100,000             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.

NOTE 3 - INVESTMENTS - HELD TO MATURITY

            A substantial portion of the assets of the Company are invested in
            United States Treasury bills having various original maturities of
            less than six months. The Company classifies these securities as
            held to maturity. The United States treasury bills have matured and
            have been invested in money market funds held at Wells Fargo
            Investments as of September 30, 2001.


<Page>


                                                     ORION ACQUISITION CORP. II
                                                  (A DEVELOPMENT STAGE COMPANY)
                                                  NOTES TO FINANCIAL STATEMENTS
                                                 September 30, 2001 (unaudited)
-------------------------------------------------------------------------------


NOTE 4 - 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. 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, one Class A Warrant, 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. No accrual has 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. Messers. 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 and officer of one or more of the Mentmore
         defendants. 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. The
         defendants have filed answers in which they deny the material
         allegations of the Company's complaint. The action will be entering the
         discovery stage.


<Page>


                                                     ORION ACQUISITION CORP. II
                                                  (A DEVELOPMENT STAGE COMPANY)
                                                  NOTES TO FINANCIAL STATEMENTS
                                                 September 30, 2001 (unaudited)
-------------------------------------------------------------------------------


NOTE 5 - 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.


<Page>



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

         Results for the nine-month period ending September 30, 2001, consisted
         of investment income earned from money market accounts less expenses
         associated with general and administrative overheads and litigation
         expenses.

         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.

                           PART II. OTHER INFORMATION


ITEM 1:  Legal Proceedings

         On July 1, 1999, a Class B Warrantholder of Orion brought an action
         ("July Action") against Orion, its former directors and certain others.
         On January 31, 2000, the plaintiff filed a notice dismissing the July
         Action without prejudice. On January 28, 2000 the court ordered the
         notice of dismissal. The Company and the plaintiff agreed that Orion
         will make an exchange offer to all holders of the Class B Warrants. The
         exchange offer must be made after Orion completes its first business
         combination of a target company that results in the acquisition of one
         or more companies with operating businesses and results in Orion having
         assets in excess of $5,000,000. The terms of the exchange offer will
         require each holder to pay the $.125 exercise price of the Class B
         Warrant and surrender the warrant for one share of common stock, one
         Class A Warrant and one Right. The Right will provide for the issuance
         of additional shares of common stock based on a formula in the event
         that Orion makes an acquisition or consummates a merger and 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 ten days during the two year peiod following the
         transaction, subject to certain adjustment, terms and conditions.

         On October 31, 2000, Orion 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 Chase, and Michael D.
         Schenker. Messrs. Karmer, Remley, Hoffman, Frankel and Chess are former
         directors and/or officers of Orion. Messrs. Remley and Kramer are or
         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. In the complaint, Orion alleges a series of causes
         of action, including a claim against the former Orion 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. The
         defendants have filed answers in which they deny the material
         allegations of Orion's complaint. The action will be entering the
         discovery phase.



<Page>



ITEM 2:  Changes in 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:

                None

         (b)    Reports on Form 8-K:

                None








<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 5, 2001             /s/ Anthony Digiandomenico
                                    -------------------------------
                                    Anthony Digiandomenico
                                    Chief Financial Officer