-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H3yKdYBuim4CZH56S8pFO0WsR+lXp7QMtNxqTcm72ImvYbvdx7ih29pTkO5KWxBp ARutGfU4hCyemOzA+e4bpQ== 0000938492-99-000328.txt : 19990524 0000938492-99-000328.hdr.sgml : 19990524 ACCESSION NUMBER: 0000938492-99-000328 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION ACQUISITION CORP II CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-20837 FILM NUMBER: 99631821 BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD SUITE 1750 STREET 2: 13TH FL CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 2123911392 MAIL ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD SUITE 1750 CITY: SANTA MONICA STATE: CA ZIP: 90401 10QSB 1 QUARTERLY REPORT ON FORM 10-QSB 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, 1999 _ 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.) 100 Wilshire Boulevard - Suite 1750 Santa Monica, CA 90401 90401 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (310) 917-5656 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, 1999, 890,000 shares of Common Stock were issued and outstanding. PART I. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF OPERATIONS (Unaudited)
Three Months October 19, Ended 1995 (inception) March 31, through 1999 1998 March 31, 1999 ---- ---- ---- Interest income $ 91,050 $ 110,142 $ 1,224,898 General and administrative expense (15,611) (112,384) (584,852) Stock based compensation expense - - (100,000) Interest expense - - (57,694) --------- ---------- ------------- Income (Loss) before income taxes 75,439 (2,242) 482,352 Provision for income taxes (35,591) (7,355) (255,070) --------- ----------- -------------- Net (loss) income $ 39,848 $ (9,597) $ 227,282 ========== ============ =========== Earnings per share: Basic .04 $ (0.01) ========== =========== Diluted $ .04 $ (0.01) ========== =========== Weighted average common shares outstanding: Basic 890,000 890,000 ========== ========== Diluted 890,000 890,000 ========== ==========
See notes to accompanying unaudited financial statements 2 ORION ACQUISITION CORP. II (a corporation in the development stage) BALANCE SHEETS (Unaudited)
March 31, December 31, 1999 1998 ---- ---- ASSETS - ------ Cash $5,951 $11,902 Restricted cash 192,185 190,383 US Treasury bills - restricted 8,987,387 8,898,239 Total Assets $9,185,523 $9,100,524 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses $116,836 $71,685 Common stock, subject to possible conversion of 160,000 shares at redemption value 1,835,914 1,817,724 Stockholders' equity: Convertible preferred stock, $.01 par value, 1,000,000 shares authorized: 1 1 110 shares issued and outstanding Common stock, $.01 par value 10,000,000 Shares authorized; 890,000 shares issued and Outstanding (which includes shares subject to possible redemption) 8,900 8,900 Additional paid-in capital 7,232,504 7,232,504 Earnings (Loss) accumulated during development stage (8,632) (30,290) ------- -------- Total stockholders' equity 7,232,773 7,211,115 ---------- ---------- Total liabilities and stockholders' equity 9,185,523 $9,100,524 ========== ===========
See notes to accompanying unaudited financial statements. 3 ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF CASH FLOWS (Unaudited)
October 19, 1995 (inception) through Three Months Ended March 31, March 31, 1999 1998 1999 ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ 39,848 $ (9,597) $ 227,282 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Note discount amortization - - 37,500 Stock based compensation expense - - 100,000 Changes in working capital: Decrease (increase) in accrued investment Receivables - 112,363 - Decrease in prepaids and other - - - Increase in accrued expenses 45,151 27,480 116,836 --------- ------------ ---------- Cash provided by operating activities: 84,999 130,246 481,618 --------- ------------ ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of U.S. Treasury bills and other increases in restricted cash (90,950) (218,433) (9,179,572) Decrease in deferred acquisitions costs - 8,072 - --------- ----------- ---------- Cash used by investing activities (90,950) (210,361) (9,179,572) --------- ------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Issue of units and redeemable Class B Purchase warrants, net - - 8,677,905 Issuance of unsecured promissory notes - - 100,000 Repayment of unsecured promissory notes - - (100,000) Issuance of founders' shares - - 7,500 Issuance of private placement shares - - 7,500 Issuance of convertible preferred stock - - 11,000 --------- ------------ ------------- Cash provided by financing activities - - 8,703,905 --------- ------------ ----------- NET (DECREASE) INCREASE IN CASH (5,951) (80,115) 5,951 ============ Cash at beginning of period 11,902 312,010 --------- ------------ Cash at end of period 5,951 $ 231,895 =========== =============
See notes to accompanying unaudited financial statements. 4 ORION ACQUISITION CORP. II (a corporation in the development stage) NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with instructions to Form 10-QSB and do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation which were of a normal and recurring nature have been included. The results of operations for any interim period are not necessarily indicative of the results for the year. These unaudited financial statements should be read in conjunction with the financial statements and related notes included on Form 10-KSB for the year ended December 31, 1998 and period October 19, 1995 (Date of inception) to December 31, 1998. NOTE 2. INVESTMENTS The proceeds of $9,179,572 are included under restricted cash on the balance sheet and are held in an escrow account with a bank. On February 24, 1999 U.S. Treasury Bills having maturities in May of 1999 were purchased at a cost of $8,946,996 and a maturity value of $9,042,000. The ultimate use of these funds is restricted and subject to release at the earlier of (i) consummation of its first business combination, or (ii) a liquidation. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results for the three-month periods through March 31, 1999 and 1998, respectively, consisted of investment income earned from Treasury bills held in escrow less expenses associated with general and administrative overheads. Results for the three months ended March 31, 1998 also consists of expenses incurred for due diligence activities. The Company has been unsuccessful thus far in locating a viable transaction for shareholder approval. PART II. OTHER INFORMATION ITEM 1: Legal Proceedings None ITEM 2: Changes in Securities None ITEM 3: Defaults Upon Senior Securities None 5 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: Exhibit 27: Financial Data Schedule for the Quarterly Form 10-QSB (b) Reports on Form 8-K: None. 6 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 21, 1999 By: /s/ Christopher A. Marlett ------------------------------- Christopher A. Marlett Chairman, President, and CEO 7 EXHIBIT INDEX Exhibit Number Description Page 27 Financial Data Schedule (3/31/99) 9 8 EX-27 2 FINANCIAL DATA SCHEDULE
5 1 3-mos DEC-31-1999 MAR-31-1999 5,951 9,179,572 0 0 0 9,185,523 0 0 9,185,523 1,952,750 0 8,900 0 1 7,232,773 9,185,523 0 91,050 0 0 15,611 0 0 75,439 35,591 39,948 0 0 0 39,848 .04 .04
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