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, 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 May 1, 2002, 1,030,907 shares of Common Stock were issued and outstanding.





<PAGE>


                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                      March 31, 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
                                                      March 31, 2003 (unaudited)

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

                               ASSETS

Assets
      Cash                                                      $     2,007,910
      Deferred tax assets                                                   221
                                                                ---------------

                    Total assets                                $     2,008,131
                                                                ===============


                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
      Accounts payable and accrued expenses                     $        25,333
                                                                ---------------

          Total current liabilities                                      25,333
                                                                ---------------

Contingencies

Shareholders' 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,
              1,030,907 shares (unaudited) outstanding                   10,309
      Additional paid-in capital                                      2,203,756
      Deficit accumulated during the development stage                 (231,268)
                                                                ---------------

                 Total shareholders' equity                           1,982,798
                                                                ---------------

                    Total liabilities and shareholders' equity  $     2,008,131
                                                                ===============







<PAGE>
                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                         STATEMENT OF OPERATIONS
For the Three  Months  Ended  March 31,  2003 and 2002  (unaudited)  and for the
          Period from October 19, 1995 (Inception) to March 31, 2003 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                                                       For the
                                                                                                     Period from
                                                                                                     October 19,
                                                             For the Three Months Ended                  1995
                                                                      March 31,                     (Inception) to
                                                                      ---------                         March 31,
                                                             2003                  2002                  2003
                                                             ----                  ----                  ----
                                                          (unaudited)          (unaudited)           (unaudited)
<S>                                                       <C>                  <C>                   <C>
Operating expenses
      General and administrative expenses              $         22,435     $         59,534      $    1,119,790

      Stock-based compensation expense                                -                    -             100,000
                                                       ----------------     ----------------      --------------

         Total operating expenses                                22,435               59,534           1,219,790
                                                       ----------------     ----------------      --------------

Loss from operations                                            (22,435)             (59,534)         (1,219,790)
                                                       ----------------     ----------------      --------------

Other income (expense)

      Other income                                                    -                    -               2,183

      Interest income                                             3,436                6,642           1,588,141

      Interest expense                                                -                    -             (57,694)
                                                       ----------------     ----------------      --------------


         Total other income (expense)                             3,436                6,642           1,532,630
                                                       ----------------     ----------------      --------------

Income (loss) before provision for
      income taxes                                              (18,999)             (52,892)            312,840


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

Net income (loss)                                      $        (18,999)    $        (52,892)     $       44,373
                                                       ================     ================      ==============

Basic and diluted

      Loss per share                                   $          (0.02)    $          (0.05)
                                                       ================     ================

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

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
For the Three  Months  Ended  March 31,  2003 and 2002  (unaudited)  and for the
          Period from October 19, 1995 (Inception) to March 31, 2003 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                                                       For the
                                                                                                     Period from
                                                                                                     October 19,
                                                             For the Three Months Ended                  1995
                                                                      March 31,                     (Inception) to
                                                                      ---------                         March 31,
                                                             2003                  2002                  2003
                                                             ----                  ----                  ----
                                                          (unaudited)          (unaudited)           (unaudited)
<S>                                                       <C>                  <C>                   <C>
Cash flows from operating activities
     Net income (loss)                                 $        (18,999)    $        (52,892)     $       44,373
     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                                 -                    -              (1,852)

              Deferred tax assets                                     -                    -                (221)

              Prepaid assets                                          -                    -              (3,212)

              Other assets                                            -                    -               5,064
           Increase (decrease) in
              Accounts payable and
                 accrued expenses                                (5,801)             (15,564)             25,333
                                                       ----------------     ----------------      --------------

Net cash provided by (used in) operating
activities                                                      (24,800)             (68,456)            206,985
                                                       ----------------     ----------------      --------------

Cash flows from investing activities

     Purchase of United States Treasury bills                         -                    -          (1,506,615)

     Sales or maturities of investments                               -                    -           1,506,615
                                                       ----------------     ----------------      --------------


Net cash provided by investing activities                             -                    -                   -
                                                       ----------------     ----------------      --------------


</TABLE>

<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
For the Three  Months  Ended  March 31,  2003 and 2002  (unaudited)  and for the
          Period from October 19, 1995 (Inception) to March 31, 2003 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

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


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

Net increase (decrease) in cash                                 (24,800)             (68,456)          2,007,910


Cash, beginning of period                                     2,032,710            2,112,047                   -
                                                       ----------------     ----------------      --------------

Cash, end of period                                    $      2,007,910     $      2,043,591      $    2,007,910
                                                       ================     ================      ==============

Supplemental disclosures of cash flow
information


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




<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 three months ended March 31, 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.


<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 three months ended March
     31, 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.


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.


<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. 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.

     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.




<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,  2003,  consisted of
     investment income earned from Treasury bills less expenses  associated with
     general and administrative  overheads and litigation  expenses.  Income for
     the three months ended March 31, 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 March 31, 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.

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


<PAGE>


                                    PART II.

                                OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

         None


ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None


ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

         None


ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None


ITEM 5:  OTHER INFORMATION

         None


ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

                  99.1 - Certification by CEO

                  99.2 - Certification by CFO

         (b) Reports on Form 8-K:

                  None


<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 20, 2003                    /s/ Christopher A. Marlett
                                        ----------------------------
                                        Christopher A. Marlett
                                        Chairman, President, and CEO


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

<PAGE>



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

                                 CERTIFICATIONS

         I, Christopher A. Marlett, certify that:

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

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

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

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

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

     (b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days of the filing date of this quarterly
     report (the "Evaluation Date"); and

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

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

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

     (b) any fraud,  whether or not material,  that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and
<PAGE>

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


Date:  May 20, 2003                 /s/ Christopher A. Marlett
                                    -------------------------------
                                    Name:    Christopher A. Marlett
                                    Title: President and Chief Executive Officer



<PAGE>


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

                                 CERTIFICATIONS

         I, Anthony DiGiandomenico, certify that:

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

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

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

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

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

     (b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days of the filing date of this quarterly
     report (the "Evaluation Date"); and

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

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

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

     (b) any fraud,  whether or not material,  that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and
<PAGE>

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


Date: May 20, 2003                      /s/ Anthony DiGiandomenico
                                        ----------------------------
                                        Anthony DiGiandomenico
                                        Chief Financial Officer