-----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, P3tbNw3qQ/TXM64GhCn/96WLf9R/17NvG8eNMfGCeKHRJ+n/vBT4ZNY4tQQBbKHn hJ8ioLrZN1d41DF0DdbaYA== 0001011835-97-000002.txt : 19970520 0001011835-97-000002.hdr.sgml : 19970520 ACCESSION NUMBER: 0001011835-97-000002 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 000-20837 FILM NUMBER: 97606227 BUSINESS ADDRESS: STREET 1: 1430 BROADWAY STREET 2: 13TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123911392 MAIL ADDRESS: STREET 1: 1430 BROADWAY 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 10QSB 1 FOR QUARTERLY PERIOD ENDED MARCH 31, 1997 - ------------------------------------------------------------------------------- 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, 1997 _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-20837 Orion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 13-3863260 (State of Incorporation) (I.R.S. Employer Identification No.) 1430 Broadway, 13th Floor New York, New York 10018 10018 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (212) 391-1392 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 ___ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No ___ As of April 30, 1997, 890,000 shares of Common Stock were issued and outstanding. - ------------------------------------------------------------------------------- PART 1. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF OPERATIONS (Unaudited) October 19, 1995 (inception) Three Months Ended through March 31, March 31, 1997 1996 ---- ---- Interest income $ 116,289 $ 446 Interest expense -- (2,107) Operating expense (87,387) (2,684) -------------- ------------- Income (loss) before income taxes 28,902 (4,345) Provision for income taxes (11,347) -- --------------- ------------- Net income (loss) $ 17,555 $ (4,345) ============== ============ Earnings per share $ 0.02 $ (0.11) ============== ============= Weighted average common shares outstanding 890,000 40,702
See notes to accompanying unaudited financial statements ORION ACQUISITION CORP. II (a corporation in the development stage) (Unaudited) BALANCE SHEET March 31, December 31, 1997 1996 ASSETS Cash $ 538,438 $ 628,865 Restricted cash 145,236 9,362 US Treasury bills - restricted 7,995,016 7,998,644 Accrued investment interest receivable 179,305 202,582 Prepayments 2,500 -- --------------- ------------- Total Assets $ 8,860,495 $ 8,839,453 =============== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses $ 58,884 $ 55,397 Common stock, subject to possible conversion 160,000 shares at redemption value 1,663,911 1,642,118 Stockholders' equity: Convertible preferred stock, $.01 par value, 1,000,000 shares authorized: 110 shares issued and outstanding 1 1 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 7,132,504 7,132,504 Earnings (loss) accumulated during development stage (3,705) 533 ---------------- ------------- Total stockholders' equity 7,137,700 7,141,938 --------------- ------------- Total liabilities and stockholders' equity $ 8,860,495 $ 8,839,453 =============== =============
See notes to accompanying unaudited financial statements. ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF CASH FLOWS October 19, 1995 (inception) Three Months Ended through March 31, March 31, 1997 1996 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 17,555 $ (4,345) Adjustments to reconcile net loss to net cash provided by operating activities Note discount amortization -- 2,684 Changes in working capital: Decrease in accrued investment receivables 23,277 -- Increase in prepayments (2,500) -- Increase in other current assets -- (157,587) Increase in accrued expenses 3,487 90,111 ---------------- --------------- Cash provided by operating activities: 41,819 (69,137) ---------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of U.S. Treasury bill (3,995,897) -- Sale of U.S. Treasury bill 3,999,525 -- Increase in restricted cash (135,874) -- ----------------- --------------- Cash used by investing activities (132,246) -- ----------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of unsecured promissory notes -- 100,000 Issuance of founders' shares -- 7,500 Issuance of private placement shares -- 7,500 ---------------- --------------- Cash provided by financing activities -- 115,000 ---------------- --------------- NET INCREASE (DECREASE) IN CASH (90,427) 45,863 Cash at beginning of period 628,865 -- ---------------- --------------- Cash at end of period $ 538,438 $ 45,863 ================ ===============
See notes to accompanying unaudited financial statements. 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, 1996 and period October 19, 1995 (Date of inception) to December 31, 1996. NOTE 2. INVESTMENTS A substantial portion of the assets of the Company are invested in U.S. Treasury Bills having maturities in June of 1997. Aggregate cost basis and market value of these securities as of March 31, 1997 totaled approximately $7,995,016 and $8,164,385, respectively. These securities, in addition to the restricted cash as shown on the balance sheet totaling $8,140,252, are held in an escrow account with a bank. The ultimate use of these funds are restricted and subject to release at the earlier of (i) consummation of its first business combination, or (ii) liquidation of the Company. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company has commenced activities associated with performing due diligence and structuring activities on potential acquisition target companies. However, the Company has been unsuccessful thus far in locating a viable transaction for shareholder approval. Results for the three month period through March 31, 1997 consisted of investment income earned from Treasury bonds held in escrow less expenses associated with general and administrative overheads and due diligence activities. PART II - OTHER INFORMATION ITEM 1: Legal Proceedings None ITEM 2: Changes in Securities None ITEM 3: Defaults Upon Senior Securities None ITEM 4: Submission of Matters to a Vote of Security Holders None ITEM 5: Other Information None ITEM 6: Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27: Financial Data Schedule for the Quarterly Form 10-QSB (b) Reports on Form 8-K: None. 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 15, 1997 By: /s/William L. Remley -------------------------- William L. Remley President & Treasurer EX-27 2
5 1 3-mos DEC-31-1997 MAR-31-1997 683,674 7,995,016 179,305 0 0 8,860,495 0 0 8,860,495 58,885 0 8,900 0 1 8,792,709 8,860,495 0 116,289 0 0 87,387 0 0 28,902 (11,347) 17,555 0 0 0 17,555 0.02 0
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