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, 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 November 1, 2003,  1,030,907  shares of Common  Stock were issued and
outstanding.


<PAGE>


                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                  September 30, 2003 (unaudited)

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


                                                                         Page
FINANCIAL STATEMENTS

     Balance Sheet                                                        F-2

     Statements of Operations                                             F-3

     Statements of Cash Flows                                          F-4 - F-5

     Notes to Financial Statements                                     F-6 - F-9








                                      F-1

<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                  September 30, 2003 (unaudited)

--------------------------------------------------------------------------------
                          ASSETS

Assets
     Cash                                                        $ 2,004,003
     Deferred tax asset                                                  221
                                                                 -----------

                Total assets                                     $ 2,004,224
                                                                 ===========


            LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
     Accounts payable and accrued expenses                       $   35,048
                                                                 ----------

         Total current liabilities                                   35,048
                                                                 ----------

Contingencies

Shareholders' equity
     Preferred stock, $0.01 par value
         1,000,000 shares authorized
         110 shares issued and outstanding                                1
     Common stock, $0.01 par value
         10,000,000 shares authorized
         1,030,907 shares issued and outstanding                     10,309
     Additional paid-in capital                                   2,203,756
     Deficit accumulated during the development stage              (244,890)
                                                                 ----------

            Total shareholders' equity                            1,969,176
                                                                 ----------

                Total liabilities and shareholders' equity       $2,004,224
                                                                 ==========

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

                                      F-2
<PAGE>

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


          For the Three Months and Nine Months Ended September 30, 2003 and 2002
                                             (unaudited) and for the Period from
                  October 19, 1995 (Inception) to September 30, 2003 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   For the           For the
                                                                                                 Period from       Period from
                                                                                                 October 19,       October 19,
                                                                                                 (Inception)          1995
                                 For the Three Months Ended       For the Nine Months Ended           to           (Inception)
                                       September 30,                    September 30,             September            to
                               -------------------------------    ---------------------------        30,          December 31,
                                   2003             2002             2003           2002             2003             2002
                               --------------   --------------    -----------    ------------    -------------    --------------
<S>                            <C>              <C>               <C>            <C>             <C>              <C>
Operating expenses
   General and
     administrative
     expenses                  $       12,136   $       13,187    $    46,069    $    102,867    $   1,143,424        $1,097,355
   Stock-based
     compensation
     expense                               --               --             --              --          100,000           100,000
                               --------------   --------------    -----------    ------------    -------------    --------------

Total operating expenses               12,136           13,187         46,069         102,867        1,242,424         1,197,355
                               --------------   --------------    -----------    ------------    -------------    --------------

Loss from operations                  (12,136)         (13,187)       (46,069)       (102,867)      (1,243,424)       (1,197,355)
                               --------------   --------------    -----------    ------------    -------------    --------------

Other income (expense)
   Other income                            --               --             --              --            2,183             2,183
   Interest income                      4,629            6,048         13,448          18,822        1,598,153         1,598,153
   Interest expense                        --               --             --              --          (57,694)          (57,694)
                               --------------   --------------    -----------    ------------    -------------    --------------

Total other income
   (expense)                            4,629            6,048         13,448          18,822        1,542,642         1,529,194
                               --------------   --------------    -----------    ------------    -------------    --------------

Income (loss) before
   provision for
   income taxes                        (7,507)          (7,139)       (32,621)        (84,045)         299,218           331,839

Provision for income
   taxes                                   --               --             --              --          268,467           268,467
                               --------------   --------------    -----------    ------------    -------------    --------------
Net income (loss)              $       (7,507)  $       (7,139)   $   (32,621)   $    (84,045)   $      30,751    $       63,372
                               ==============   ==============    ===========    ============    =============    ==============

Basic and diluted
   loss per shares             $        (0.01)  $        (0.01)   $     (0.03)   $      (0.08)
                               ==============   ==============    ===========    ============

Weighted-average
   common shares
   outstanding                      1,030,907        1,030,907      1,030,907       1,065,880
                               ==============   ==============    ===========    ============

</TABLE>

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


                                      F-3

<PAGE>




                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
       For the Nine Months Ended September 30, 2003 and 2002 (unaudited) and for
  the Period from October 19, 1995 (Inception) to September 30, 2003 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                        For the             For the
                                                                                      Period from         Period from
                                                                                      October 19,         October 19,
                                                    For the Nine Months Ended            1995                1995
                                                        September 30,               (Inception) to      (Inception) to
                                                    --------------------------       September 30,       December 31,
                                                      2003             2002              2003                2002
                                                   ----------       ----------      --------------      --------------
<S>                                                 <C>                <C>           <C>                  <C>
Cash flows from operating activities
    Net income (loss)                               $ (32,621)       $ (84,045)     $       30,751      $       63,372
    Adjustments to reconcile net income
      (loss) to net cash provided by
      (used in) operating activities
        Note discount amortization                          -                -              37,500              37,500
        Stock-based compensation expense                    -                -             100,000             100,000
        (Increase) decrease in
           Income taxes receivable                          -                -              (1,852)             (1,852)
           Deferred tax assets                              -                -                (221)               (221)
           Prepaid assets                                   -                -              (3,212)             (3,212)
           Other assets                                     -                -               5,064               5,064
        Increase (decrease) in
           Accounts payable and
              accrued expenses                          3,914           (5,301)             35,048              31,134
                                                   ----------       ----------      --------------      --------------


Net cash provided by (used in) operating
activities                                            (28,707)         (89,346)            203,078             231,785
                                                   ----------       ----------      --------------      --------------


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

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

                                      F-4


<PAGE>

                                                      ORION ACQUISITION CORP. II
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
       For the Nine Months Ended September 30, 2003 and 2002 (unaudited) and for
  the Period from October 19, 1995 (Inception) to September 30, 2003 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

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

Cash flows from financing activities
    Dividends                                      $        -       $        -      $   (7,200,000)     $   (7,200,000)
    Issuance of units and redeemable
    Class B purchase warrants, net
      of offering costs                                     -                -           8,677,905           8,677,905
    Issuance of unsecured promissory
      notes                                                 -                -             100,000             100,000
    Repayment of unsecured
      promissory notes                                      -                -            (100,000)           (100,000)
    Proceeds from related party note                        -                -              35,000              35,000
    Repayment of related party note                         -                -             (35,000)            (35,000)
    Issuance of founders' shares                            -                -               7,500               7,500
    Issuance of private placement
      shares                                                -                -             304,520             304,520
    Issuance of convertible preferred
      stock                                                 -                -              11,000              11,000
                                                   ----------       ----------      --------------      --------------


New cash provided by financing activities                   -                -           9,000,925           9,000,925
                                                   ----------       ----------      --------------      --------------


Net increase (decrease) in cash                       (28,707)         (89,346)          9,204,003           9,232,710

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


Cash, end of period                                $2,004,003       $2,022,701      $    9,204,003      $    9,232,710
                                                   ==========       ==========      ==============      ==============

Supplemental disclosures of cash flow
information

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


                                      F-5


<PAGE>


NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

         Orion Acquisition Corp. II (the "Company") was incorporated in Delaware
         on October 19, 1995 for the purpose of raising capital to fund the
         acquisition of an unspecified operating business. All activity to date
         relates to the Company's formation and fundraising. To date, the
         Company, as a development stage company, has not effected a Business
         Combination (as defined below).

         The Company's management has broad discretion with respect to the
         specified application of the assets of the Company, although
         substantially all of the assets are currently intended to be generally
         applied toward consummating a business combination with an operating
         business ("Business Combination").


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         ---------------------

         The accompanying financial statements have been prepared in conformity
         with accounting principles generally accepted in the United States of
         America for interim financial information and with the instructions to
         Form 10-QSB and Regulation S-B. Accordingly, they do not include all of
         the information and footnotes required by accounting principles
         generally accepted in the United States of America for complete
         financial statements. In the opinion of management, all normal,
         recurring adjustments considered necessary for a fair presentation have
         been included. The financial statements should be read in conjunction
         with the audited financial statements included in the Company's annual
         report on Form 10-KSB for the year ended December 31, 2002. The results
         of operations for the nine months ended September 30, 2003 are not
         necessarily indicative of the results that may be expected for the year
         ended December 31, 2003.

         Development Stage Enterprise
         ----------------------------

         The Company is a development stage company as defined in Statement of
         Financial Accounting Standards ("SFAS") No. 7, "Accounting and
         Reporting by Development Stage Enterprises." The Company is devoting
         all of its present efforts to its formation and to fundraising, and its
         planned principal operations have not yet commenced. All losses
         accumulated since inception have been considered as part of the
         Company's development stage activities.

         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.

                                      F-6
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Loss per Share (Continued)
         --------------

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

                                                         2003          2002
                                                        --------     --------
                                                       (unaudited)  (unaudited)

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

         Estimates
         ---------

         The preparation of financial statements requires management to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenue and expenses during the reporting period. Actual results could
         differ from those estimates.

         Recently Issued Accounting Pronouncements
         -----------------------------------------

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

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity." SFAS No. 150 establishes standards for how an issuer
         classifies and measures in its statement of financial position certain
         financial instruments with characteristics of both liabilities and
         equity. In accordance with the standard, financial instruments that
         embody obligations for the issuer are required to be classified as
         liabilities. SFAS No. 150 will be effective for financial instruments
         entered into or modified after May 31, 2003 and otherwise will be
         effective at the beginning of the first interim period beginning after
         June 15, 2003. This statement is not applicable to the Company.


                                      F-7

<PAGE>


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 28, 2000, the court ordered the notice of
         dismissal. The Company and the plaintiff agreed that the Company will
         make an exchange offer to all holders of the Class B Warrants. The
         exchange offer must be made after the Company completes its first
         Business Combination with a target company that results in the
         acquisition of one or more companies with operating businesses and
         results in the Company having assets in excess of $5,000,000. Upon
         payment of an exercise price of $0.125 per Class B Warrant, each Class
         B Warrant will be exchanged for one share of common stock and one
         Right. The Right will provide for the issuance of additional shares of
         common stock based on a formula in the event that (a) the Company makes
         an acquisition or consummates a merger and (b) the post-transaction
         company does not meet the specified targets of a $7,000,000 net worth
         immediately after the transaction and a minimum common stock price of
         $5.75 for 10 days during the two-year period following the transaction,
         subject to certain adjustment, terms, and conditions.

         The former directors of the Company who were named as defendants in the
         suit made demand upon the Company for reimbursement of attorneys' fees
         incurred in defense of the suit prior to its voluntary dismissal. The
         former directors contended that they were entitled to reimbursement of
         attorneys' fees under a provision of Delaware corporate law.

         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 alleged 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
         called 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.

                                      F-8
<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.














                                      F-9
<PAGE>

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

         Results for the nine-month period ending September 30, 2003, consisted
         of investment income earned from Treasury bills less expenses
         associated with general and administrative overheads and litigation
         expenses. Income for the nine months ended September 30, 2003 was less
         than the comparable quarters for the prior year because of a fall in
         interest rates on the types of treasury securities in which the Company
         invests its cash balances. This is expected to continue. Results for
         the three months ended September 30, 2003 consisted of investment
         income earned from Treasury bills, less expenses associated with
         general and administrative overheads.

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

         The Company continues to search for a suitable company to complete a
         business combination or merger. There remains adequate cash on hand to
         bear the costs of due diligence or legal fees necessary to locate and
         evaluate potential candidates for a business combination. If a
         candidate is found the Company may need to raise additional funds to
         complete the acquisition.


ITEM 3.  Controls and Procedures.

         An evaluation of the effectiveness of the Company's disclosure controls
         and procedures as of September 30, 2003 was made under the supervision
         and with the participation of the Company's management, including the
         chief executive officer and chief financial officer. Based on that
         evaluation, they concluded that the Company's disclosure controls and
         procedures are effective to ensure that information required to be
         disclosed by the Company in reports that it files or submits under the
         Securities Exchange Act of 1934 is recorded, processed, summarized and
         reported within the time periods specified in Securities and Exchange
         Commission rules and forms. During the most recently completed fiscal
         quarter, there has been no significant change in the Company's internal
         control over financial reporting that has materially affected, or is
         reasonably likely to materially affect, the Company's internal control
         over financial reporting.


                                       2

<PAGE>


                                    PART II.

                                OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

         None


ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

         None


ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

         None


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

         None


ITEM 5:  OTHER INFORMATION

         None


ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

                  31.1 - Section 302 Certification by CEO

                  31.2 - Section 302 Certification by CFO

                  32.1 - Section 906 Certification by CEO

                  32.2 - Section 906 Certification by CFO

         (b) Reports on Form 8-K:

                  None

                                       3
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                           ORION ACQUISITION CORP. II

Dated:  November 14, 2003
                           /s/ Christopher A. Marlett
                           --------------------------
                           Christopher A. Marlett
                           Chairman, President, and CEO



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

                                       4