U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X]  QUARTERLY  REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

[ ]  TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM            TO
                                           -----------    ----------
                         Commission file number 0-11043

                              ORION FINANCIAL, LTD.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Colorado                                        84-0858679
 ------------------------------                 -------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                                80 N. Hoyt Street
                            Lakewood, Colorado 80226
                     --------------------------------------
                    (Address of principal executive offices)

                                 (303) 238-0937
                            -------------------------
                           (Issuer's telephone number)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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    [ ]


The number of shares  outstanding  of the Issuer's  Common  Stock,  no par value
common stock, as of September 30, 1997, was 4,641,522.

Transitional small business disclosure format:


                      Yes  [ ]         No    [X]

                                                                   9 Total Pages

                                        1

<PAGE>


                              ORION FINANCIAL, LTD.

              FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1997



                                      INDEX




SECTION                                                                     PAGE
-------                                                                     ----

PART I - FINANCIAL INFORMATION*

Balance Sheets - March 31, 1998 & June 30, 1997                              3

Statement of Operations - For the three months ended
      March 31, 1998 & 1997                                                  4

Statement of Operations - For the nine months ended
      March 31, 1998 & 1997                                                  5

Statements of Cash Flow - For the nine months ended
      March 31, 1998 and 1997                                                6

Notes to the Financial Statements                                            7

Management's Discussion and Analysis or Plan of Operations                   8

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                     9

Signatures                                                                  10














* The  accompanying  financial  statements  are not  covered  by an  Independent
Certified Public Accountant's Report.


                                       2


<PAGE>

<TABLE>
<CAPTION>

                              Orion Financial, Ltd.
                                 Balance Sheets

                     Assets                          March 31,     June 30, 1997
                                                 1998 (Unaudited)
                                                 ---------------   -------------

<S>                                                <C>              <C>        
Current Assets

Cash .........................................     $   167,436      $   203,041

Short Term investments .......................               0                0
                                                   -----------      -----------

      Total Current Assets ...................         167,436          203,041

Total Assets .................................     $   167,436      $   203,041
                                                   ===========      ===========

                   Liabilities & Equity

Current Liabilities

Accounts Payable & Accrued Expenses ..........     $         0      $     8,923
                                                   -----------      -----------

Equity

Common Stock .................................         371,322          371,322

Additional Paid in Capital ...................       4,639,182        4,639,182

Accumulated Deficit ..........................      (4,843,068)      (4,816,386)
                                                   -----------      -----------

      Total Equity ...........................         167,436          194,118

Total Liabilities & Equity ...................     $   167,436      $   203,041
                                                   ===========      ===========

</TABLE>













                                       3
<PAGE>

<TABLE>
<CAPTION>


                              Orion Financial, Ltd.
                             Statement of Operations
                                   (Unaudited)

                                                        Three Months Ended
                                                            March 31,
                                                   -----------------------------
                                                        1998              1997
                                                   ------------      -----------

<S>                                               <C>               <C>        
Interest Income ............................      $     1,560       $       102

Accounting & Legal Expenses ................           (3,878)           (9,138)

Compensation Expenses ......................           (3,000)           (3,000)

Miscellaneous Expenses .....................             (958)             (797)
                                                  -----------       -----------

Net Income (Loss) ..........................      $    (6,276)      $   (12,833)
                                                  ===========       ===========

Net Income (Loss) per Share ................      $      0.00       $      0.00
                                                  ===========       ===========

Weighted Average Shares Outstanding ........        4,641,522         4,641,522
                                                  ===========       ===========
</TABLE>














                                       4
<PAGE>

<TABLE>
<CAPTION>
                              Orion Financial, Ltd.
                             Statement of Operations
                                   (Unaudited)

                                                        Nine Months Ended
                                                           March 31,
                                                    ----------------------------
                                                        1998             1997
                                                      --------         --------

<S>                                               <C>               <C>        
Interest Income ............................      $     4,733       $     5,728

Miscellaneous Income .......................              119                 0
                                                  -----------       -----------

Total Income ...............................            4,852             5,728


Accounting & Legal Expenses ................           (8,343)          (11,648)

Bad Debts ..................................          (10,000)                0


Compensation Expenses ......................           (9,000)           (9,000)


Miscellaneous Expenses .....................           (4,192)           (2,977)
                                                  -----------       -----------

Net Income (Loss) ..........................      $   (26,683)      $   (17,897)
                                                  ===========       ===========

Net Income (Loss) per Share ................      $     (0.01)      $      0.00
                                                  ===========       ===========

Weighted Average Shares Outstanding ........        4,641,522         4,641,522
                                                  ===========       ===========
</TABLE>











                                       5
<PAGE>

<TABLE>
<CAPTION>

                              Orion Financial, Ltd.
                             Statement of Cash Flows
                                   (Unaudited)

                                                                                     Nine Months Ended
                                                                                         March 31,
                                                                                ---------------------------
                                                                                       1998         1997
                                                                                      ------       ------

<S>                                                                                <C>          <C>       
Cash Flow from operating activities:

      Net income (loss) ........................................................   $ (26,683)   $ (17,897)

      Adjustments to reconcile net loss to net cash
           provided (used) by operating activities:

Changes in assets and liabilities:

Accounts Payable ...............................................................      (8,923)        (176)

Accrued Liabilities ............................................................           0            0
                                                                                   ---------    ---------

      Net cash provided (used) by operating activities .........................     (35,606)     (18,073)

Increase (decrease) in cash and cash equivalents ...............................     (35,606)     (18,073)

Cash and cash equivalents, beginning of period .................................     203,041      222,076
                                                                                   =========    =========

Cash and cash equivalents, end of period .......................................   $ 167,435    $ 204,003
                                                                                   =========    =========
</TABLE>












                                       6
<PAGE>


                              ORION FINANCIAL, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   GENERAL:

     Orion Financial,  Ltd. (the "Company"),  has elected to omit  substantially
     all footnotes to the Financial  Statements  for the nine months ended March
     31,  1998,  since  there have been no material  changes to the  information
     previously reported by the Company in its annual report filed on Form 10-K,
     for the year ended June 30, 1997.

2.   UNAUDITED INFORMATION:

     The information  herein was taken from the books and records of the Company
     without audit.  However,  such information  reflects all adjustments  which
     are, in the opinion of management, necessary in order to make the financial
     statements not  misleading.  The  information  presented is not necessarily
     indicative  of the results  from  operations  expected  for the full fiscal
     year.





























                                       7
<PAGE>


                              ORION FINANCIAL, LTD.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                               PLAN OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES

Orion Financial,  Ltd. (the "Company") had working capital at March 31, 1998, of
approximately  $167,436,  which should be sufficient for the Company to fund its
obligations  for the next 18 to 24 months  provided  the Company  does not enter
into a business  combination that provides the Company with business operations.
The Company's  minimal cash position limits the Company in its future  direction
because  it does  not  have  the  ability  to  raise  additional  funds  through
borrowings or equity offerings given its lack of business  operations.  The long
term  survivability of the Company depends on whether or not the Company is able
to enter into a  business  combination  that  would  provide  the  Company  with
successful business operations.

The Company has entered into a Binding Letter of Agreement with Terry Hunter and
his management team ("Team") and Investment  Management of America, Inc. ("IMA")
pursuant  to which the  Company  has  agreed to issue  26,139,940  shares of the
Company's  common  stock to IMA and certain of its related  persons for $35,000,
the Company has agreed to raise a minimum of $880,000 in the form of convertible
debt or equity,  the  Company  has  agreed to  acquire  certain of the assets of
Athletic  Footwear,  Inc.  ("AFI"),  a defunct  shoe  manufacturer,  and pay off
certain of AFI's bridge loans for a total of 1,152,780  shares of the  Company's
common stock and certain of the Company's  directors and major  shareholders are
to exercise their options to purchase  2,400,000  shares of the Company's common
stock.  As a result of the  transaction,  the board of directors and officers of
the Company will change and IMA and certain of its related  persons will control
the Company.

In connection with the Binding Letter of Agreement, the Company has also entered
into a Production and Inventory  Dating  Agreement with Asia Pacific  Industries
Development  Group  ("APIDG")  pursuant to which the Company has agreed to issue
APIDG 4,548,787  shares of the Company's  common stock if the  transactions  set
forth in the  Binding  Letter of  Agreement  are  consummated.  Pursuant  to the
Production and Inventory Dating  Agreement,  the Company has agreed to order all
shoe products that it will sell in the United States, Peoples Republic of China,
Australia, Taiwan, Hong Kong, Thailand,  Singapore,  Indonesia, the Philippines,
Malaysia,  Viet Nam and Laos from  factories  designated  by APIDG and APIDG has
agreed to provide the Company with  inventory  financing.  The Company and APIDG
have agreed, that after the first order is placed by the Company and the payment
for that order is made,  APIDG will  establish a joint  venture in Hong Kong and
act as the sole agent for the  Company's  shoe  products for China and southeast
Asia and develop the markets there. APIDG has agreed that the Company will own a
minimum of 10% of the new joint venture company.

The purpose of the transactions will be to enable the Company, assuming that the
Company is able to raise additional  capital,  of which there are no assurances,
to begin to manufacture and market a full line of children's  fashion  athletic,
canvas and casual footwear such as were previously  manufactured and marketed by
AFI. There are no assurances that the Company will be successful in consummating
the transactions pursuant to the Binding Letter of Agreement or be successful in
raising  additional  financing  to  be  able  to  enter  into  the  business  of
manufacturing and marketing shoes.

The Company has no other material commitments for capital expenditures.



                                       8

<PAGE>


RESULTS OF OPERATIONS

The Company had no significant  operations  during the fiscal  quarter.  Revenue
consists solely of interest  income on the remaining cash on hand.  Expenses are
generally  related to the payment of  professional  fees in the  preparation  of
filings  pursuant to the  Securities  Exchange Act of 1934, as amended,  minimal
compensation to the Company's  President,  and one time write off of $10,000 bad
debt. This bad debt charge is the unsuccessful  results of an attempt to attract
a merger candidate.


                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits.

10.1   Binding Letter of Agreement among Terry Hunter, Investment  Management of
       America, Inc. and Orion Financial, Ltd.

10.2   Production and Inventory Dating Agreement between Asia Pacific Industries
       Development Group and the Company.

27     Financial Data Schedule

(b)  Reports on Form 8-K.

     No reports on Form 8-K were filed by the Company  during the quarter  ended
     March 31, 1998.





























                                       9
<PAGE>


                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                       Orion Financial, Ltd.



Dated   April 23, 1998                 /s/ Dean H. Boedeker
        --------------                 -----------------------------------------
                                       Dean H. Boedeker
                                       President and Principal Financial Officer





























                                       10
<PAGE>

                                  EXHIBIT INDEX



10.1   Binding Letter of Agreement among Terry Hunter, Investment  Management of
       America, Inc. and Orion Financial, Ltd.

10.2   Production and Inventory Dating Agreement between Asia Pacific Industries
       Development Group and the Company.

27     Financial Data Schedule