-----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, Dre0sUchgYWmloMJq6AvZ02FmnuYy7yVEd/FZQfAp1XpwkdBKMwKpPeNCKI+WtVk V+7V/S7mJITiKUms8MVhDA== /in/edgar/work/0001094891-00-000665/0001094891-00-000665.txt : 20001121 0001094891-00-000665.hdr.sgml : 20001121 ACCESSION NUMBER: 0001094891-00-000665 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION ACQUISITION CORP II CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: [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: 773210 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 0001.txt QUARTERLY REPORT ON FORM 10-QSB UNITED STATES 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, 2000 _ 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) (IRS Employer Identification No.) 401 Wilshire Blvd., Suite 1020 Los Angeles, California 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 September 30, 2000, 1,102,157 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)
Three Months Three Months Nine Months Nine Months October 19, 1995 Ended Ended Ended Ended (inception) September 30, September 30, September 30, September 30, To September 30 2000 1999 2000 1999 2000 -------- ---------- --------- --------- ------------ Interest income ........... $ 23,980 $ 45,778 $ 64,124 $ 240,125 $1,453,316 Operating expense ......... (47,246) (28,843) (112,791) (51,212) (767,313) Stock-based compensation expense .................. -- -- -- -- (100,000) Interest expense .......... -- -- -- -- (57,694) --------- --------- --------- --------- --------- Income (loss) before income taxes ............. (23,266) 16,935 (48,667) 188,913 528,309 Provision for income taxes ................... -- (7,958) -- (94,817) (293,782) --------- ---------- --------- --------- --------- Net income (loss) ......... $(23,266) 8,977 (48,667) $ 94,096 $234,527 ========= ========= ========= ========= ========= Earnings per share: Basic .................. $ (0.02) 0.01 (0.04) $ 0.10 ========= ========= ========= ========= Diluted ................ $ (0.02) 0.01 (0.04) $ 0.10 ========= ======== ========= ========= Weighted average common shares outstanding: Basic .................. 1,102,157 890,000 1,102,157 890,000 ======== ======== ========= ========== Diluted ................ 1,102,157 890,000 1,102,157 890,000 ======== ======== ========= ==========
See notes to accompanying unaudited financial statements. 2 ORION ACQUISITION CORP. II (a corporation in the development stage) BALANCE SHEETS September 30, December 31, 2000 1999 (unaudited) ASSETS Cash $ 615,864 $ 522,187 US Treasury bills 1,564,192 1,506,615 Other Current Assets 29,628 17,060 ---------- ---------- Total assets $ 2,209,684 $ 2,045,862 ========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses $ 36,732 $ 121,263 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 at December 31, 1999 and 1,102,157 shares issued and outstanding at September 30, 2000 11,022 8,900 Additional paid-in capital 2,203,043 1,908,145 Deficit accumulated during development stage (41,114) (7,553) ---------- --------- Total stockholders' equity 2,214,065 1,924,599 --------- --------- Total liabilities and stockholders' equity $ 2,209,684 $ 2,045,862 =========== =========== See notes to accompanying unaudited financial statements. 3 ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF CASH FLOWS October 19, 1995 Nine Months Ended (inception) September 30, through September 30, 2000 1999 2000 ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net(loss) income $ (48,667) $ 94,096 $ 234,527 Adjustments to reconcile net (loss) to net cash provided by (used in)operating activities: Note discount amortization - - 37,500 Stock based compensation expense - - 100,000 Changes in working capital: Increase in other assets (12,568) - (29,628) Increase (decrease) in accrued expenses (84,531) 100,878 36,732 --------- --------- ---------- Cash provided by (used in) operating activities (145,766) 194,974 379,131 -------- --------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase (Sale)of U.S. Treasury bills and other increases in restricted cash (57,577) 6,960,263 (1,564,192) --------- -------- --------- Cash provided by (used in) investing activities (57,577) 6,960,263 (1,564,192) --------- -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Dividend - - (7,200,000) Issuance of units and redeemable Class B purchase warrants, net of public offering expenses - - 8,677,905 Issuance of common stock 297,020 - 297,020 Issuance of unsecured promissory notes - - 100,000 Repayment of unsecured promissory notes - - (100,000) Due to Affiliate - 35,000 10,000 Issuance of founders' shares - - 7,500 Issuance of private placement shares - - 7,500 Issuance of convertible preferred stock - - 11,000 Return of Capital - (7,200,000) - -------- -------- --------- Cash provided by (used in) financing activities 297,020 (7,165,000) 1,810,925 -------- -------- --------- NET (DECREASE) INCREASE IN CASH 93,678 (9,763) 615,864 Cash at beginning of period 522,187 2,139 - -------- -------- --------- Cash at end of period $ 615,864 $ 10,137 $ 615,864 ======== ======== ========== 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 - PRESENTATION OF INTERIM INFORMATION The amounts included in this report are unaudited; however, in the opinion of management, all adjustments necessary for a fair statement of results for the stated periods have been included. These adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB under the Securities Act of 1934 as filed with the Securities and Exchange Commission. The results of operations for the nine months ended September 30, 2000 are not necessarily indicative of operating results for the entire year. NOTE 2 - LEGAL PROCEEDINGS On July 1, 1999, a Class B Warrant holder of the Company brought suit against the Company, its former directors and certain others. 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 Company filed a registration statement relating to this offer on July 17, 2000. (See Note 4 - Registration of Securities). 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, one Class A Warrant and one Right. The Right will provide for the issuance of additional shares of common stock based on a formula in the event that the Company makes an acquisition or consummates a merger and 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 ten days during the two year period following the transaction, subject to certain adjustment, terms and conditions. The record date of the proposed exchange offer has not been determined. The former directors of Orion Acquisition Corp. II who were named as defendants in the suit, have made a demand upon the company for reimbursement of unspecified attorney's fees incurred in defense of the suit prior to its voluntary dismissal. The former directors contend they are entitled to reimbursement of attorneys' fees under a provision of Delaware corporate law. The Company believes the directors will not be entitled to reimbursement. No accrual has been made for any potential reimbursement in the accompanying financial statements. NOTE 3 - ISSUANCE OF COMMON STOCK On June 15, 2000, the Company sold 212,157 shares of common stock for $1.40 per share, or aggregate proceeds of $297,020. The sale was made to seven investors pursuant to an offering under Rule 506 promulgated by the Securities and Exchange Commission under Section 4(2) of the Securities Act of 1933. NOTE 4 - REGISTRATION OF SECURITIES On July 17, 2000 a registration statement on SEC Form S-1 was filed for up to 358,100 shares of common stock, 358,100 Class A Warrants and 358,100 shares of common stock rights on exercise of Class B Warrants, up to 358,100 shares of common stock on exercise of Class A Warrants and up to 671,438 shares of common stock on conversion of the common stock rights. The registration statement also relates to the resale of up to 212,157 shares of common stock by selling stockholders 5 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Results for the quarterly period ended September 30, 2000, consisted of investment income earned from Treasury bills less expenses associated with general and administrative overheads and litigation expenses relating to legal proceedings as described in Note 2 of the financial statements. Results for the quarterly period ended September 30, 1999 consisted of investment income earned from Treasury bills held in escrow less expenses associated with general and administrative overheads. 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 and 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. PART II - OTHER INFORMATION ITEM 6: Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27: Financial Data Schedule for the Quarterly Form 10-QSB 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 By: /s/ Anthony DiGiandomenico Dated: November 20, 2000 ------------------------- Anthony DiGiandomenico, Authorized Signatory and Chief Accounting Officer 7 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-2000 SEP-30-2000 615,864 1,564,192 0 0 0 29,628 0 0 2,209,684 36,732 0 11,022 0 1 2,203,043 2,209,684 0 64,124 0 0 112,791 0 0 (48,667) 0 (48,667) 0 0 0 (48,667) .00 .00
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