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: March 31, 2001

__       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 May 1, 2002, 1,102,157 shares of Common Stock were issued and outstanding.



<Page>
                         PART I. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS
                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                      March 31, 2002 (unaudited)

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


                                                                         Page
FINANCIAL STATEMENTS

     Balance Sheet                                                         1

     Statements of Operations                                              2

     Statements of Cash Flows                                            3 - 4

     Notes to Financial Statements                                       5 - 8






                                       i
<Page>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                   BALANCE SHEET
                                                      March 31, 2002 (unaudited)

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


                                     ASSETS

Assets
     Cash                                                      $      2,043,591
     Income taxes receivable                                             26,694
     Deferred tax assets                                                    221
     Other assets                                                        15,780
                                                               -----------------

                  Total assets                                 $      2,086,286
                                                               =================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accrued expenses                                          $         25,332
                                                               ----------------

         Total current liabilities                                       25,332
                                                               ----------------

Contingencies

Stockholders' equity
     Preferred stock, $0.01 par value
         1,000,000 shares authorized
         110 shares (unaudited) issued and outstanding                        1
     Common stock, $0.01 par value
         10,000,000 shares authorized
         1,102,157 shares (unaudited) issued and outstanding             11,022
     Additional paid-in capital                                       2,203,043
     Deficit accumulated during the development stage                  (153,112)
                                                               ----------------

              Total stockholders' equity                              2,060,954
                                                               ----------------

                  Total liabilities and stockholders' equity   $      2,086,286
                                                               ================

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




                                       1
<Page>


                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF OPERATIONS
              For the Three Months Ended March 31, 2002 and 2001 (unaudited) and
  for the Period from October 19, 1995 (Inception) to March 31, 2002 (unaudited)

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

<Table>
<Caption>


                                                                                                      For the
                                                                                                    Period from
                                                                                                    October 19,
                                                                   For the Three Months Ended            1995
                                                                            March 31,               (Inception) to
                                                                --------------------------------       March 31,
                                                                      2002              2001             2002
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)       (unaudited)      (unaudited)
<S>                                                              <C>               <C>                  <C>

Operating expenses
   General and administrative expenses                          $         59,534  $        64,355  $      1,021,012
   Stock-based compensation expense                                            -                -           100,000
                                                                ----------------  ---------------  ----------------

     Total operating expenses                                             59,534           64,355         1,121,012
                                                                ----------------  ---------------  ----------------

Loss from operations                                                     (59,534)         (64,355)       (1,121,012)
                                                                ----------------  ---------------  ----------------

Other income (expense)
   Interest income                                                         6,642           30,319         1,567,519
   Other income                                                                -                -             2,183
   Interest expense                                                            -                -           (57,694)
                                                                ----------------  ---------------  ----------------

     Total other income (expense)                                          6,642           30,319         1,512,008
                                                                ----------------  ---------------  ----------------

Income (loss) before provision for income
   taxes                                                                 (52,892)         (34,036)          390,996

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

Net income (loss)                                               $        (52,892) $       (34,036) $        122,529
                                                                ================  ===============  ================

Basic and diluted
   Loss per common share                                        $          (0.05) $        (0.03)
                                                                ================  ==============

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

</Table>
   The accompanying notes are an integral part of these financial statements.




                                       2
<Page>


                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 2002 and 2001 (unaudited) and
  for the Period from October 19, 1995 (Inception) to March 31, 2002 (unaudited)

--------------------------------------------------------------------------------
<Table>
<Caption>


                                                                                                      For the
                                                                                                    Period from
                                                                                                    October 19,
                                                                   For the Three Months Ended            1995
                                                                            March 31,               (Inception) to
                                                                --------------------------------       March 31,
                                                                      2002              2001             2002
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)       (unaudited)      (unaudited)
<S>                                                              <C>               <C>                  <C>
Cash flows from operating activities
   Net income (loss)                                            $        (52,892) $       (34,036) $        122,529
   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                                                (15,564)         (16,916)           25,332
                                                                ----------------  ---------------  ----------------

Net cash provided by (used in) operating activities                      (68,456)         (50,952)          242,666
                                                                ----------------  ---------------   ---------------

Cash flows from investing activities
   Purchase of United States Treasury bills                                    -                -        (1,506,615)
   Sales or maturities of investments                                          -          (23,364)          (84,029)
                                                                ----------------  ---------------   ---------------

Net cash used in investing activities                                          -          (23,364)       (1,590,644)
                                                                ----------------  ---------------   ---------------

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.


                                       3
<Page>


                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 2002 and 2001 (unaudited) and
  for the Period from October 19, 1995 (Inception) to March 31, 2002 (unaudited)

--------------------------------------------------------------------------------
<Table>
<Caption>


                                                                                                      For the
                                                                                                    Period from
                                                                                                    October 19,
                                                                   For the Three Months Ended            1995
                                                                            March 31,               (Inception) to
                                                                --------------------------------       March 31,
                                                                      2002              2001             2002
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)       (unaudited)      (unaudited)
<S>                                                              <C>               <C>                  <C>

Net increase (decrease) in cash                                  $       (68,456) $       (74,316) $        452,947

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

Cash, end of period                                             $      2,043,591  $       511,164  $        452,947
                                                                ================  ===============  ================


Supplemental disclosures of cash flow
information

   Income taxes paid                                            $              -  $             -  $         61,000
                                                                ================  ===============  ================


</Table>
   The accompanying notes are an integral part of these financial statements.



                                       4
<Page>


                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                      March 31, 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 three months ended March
         31, 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.

         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.


                                       5
<Page>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Loss per Share (Continues)
         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:
<Table>
<Caption>

                                                                                    For the Three Months Ended
                                                                                             March 31,
                                                                                -----------------------------------
                                                                                      2002               2001
                                                                                ---------------    ----------------
                                                                                 (unaudited)        (unaudited)
                  <S>                                                             <C>                   <C>

                  Class A Warrants                                                            -             880,000
                  Class B Warrants                                                      358,000             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             100,000

</Table>

         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 - 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.



                                       6
<Page>


NOTE 3 - CONTINGENCIES (Continued)

         Litigation (Continued)
         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. 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. 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.

         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 March 28,
         2002, the terms of a settlement between the Company and the Mentmore
         defendants was reached, 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 are owned by those
         defendants, certain of the defendants to surrender a warrant to
         purchase 100,000 shares of the Company's common stock, which the
         Company will cancel, and the former directors to withdraw their
         claims for reimbursement by the Company of their defense costs.




                                       7
<Page>


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 three-month period ending March 31, 2002, consisted of
investment income earned from Treasury bills less expenses associated with
general and administrative overheads and litigation expenses. Results for the
three months ended March 31, 2001 consisted of investment income earned from
Treasury bills held in escrow 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.


                                       8
<page>
                           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.

On March 28, 2002, the terms of a settlement were reached between the Company
and the Mentmore defendents, subject to execution and court approval. The
settlement calls for certain of the defendents to surrender 71,250 shares of
Orion's common stock which are owned by those defendents, certain of the
defendents to surrender a warrant to purchase 100,000 shares of the Company's
stock, which the Company will cancel, and the former directors to withdraw
their claim for reimbursement by the Company of their defense costs.

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

                                       9


<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:  May 14, 2002                 /s/ Christopher A. Marlett
                                     --------------------------------
                                         Christopher A. Marlett
                                         Chairman, President, and CEO

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



                                       10