SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   Form 8-K/A


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): March 8, 2000


                              Orion Financial, Ltd.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Colorado                        0-11043                  84-0858679
 ------------------------------    -------------------       ------------------
(State or other jurisdiction of   (Commission File No.)     (I.R.S. Employer
 incorporation)                                              Identification No.)


   5627 S. Fox Street, Unit A, Littleton, Colorado                  80120
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   (Address of principal executive offices)                      (Zip Code)


       Registrant's telephone number, including area code: (303) 738-1343


          -----------------------------------------------------------
          Former name or former address, if changed since last report







Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(a) On  March  8,  2000,  the  Company  dismissed  Hein  and  Associates  as the
independent  accountant engaged to audit the Company's financial  statements on.
The reports of Hein and Associates for the two most recent years reported on did
not contain an adverse opinion or a disclaimer of opinion, and was not qualified
or modified as to  uncertainty,  audit  scope,  or  accounting  principles.  The
decision to change  accountants  was not recommended or approved by any audit or
similar  committee  of the board of  directors,  since the Company does not have
such a committee,  or the board directors.  During the Company's two most recent
fiscal years and any subsequent  interim period  preceding such dismissal  there
were no  disagreements  with Hein and  Associates  on any  matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

(b) On approximately  March 8, 2000, the Company appointed  Cordovano and Harvey
P.C. 201 Steele Street, Suite 300, Denver, Colorado 80206 as its new independent
accountant. To the knowledge of the signor, during the Company's two most recent
fiscal years and any subsequent  interim period prior to engaging  Cordovano and
Harvey  P.C.  neither  the  Company  nor anyone  acting on behalf of the Company
consulted the newly engaged  accountant  regarding the application or accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Company's financial statements.















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                                   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 hereunto duly authorized.

Date:    April 10, 2000

                                       ORION FINANCIAL, LTD.



                                       By:  /s/   Terry A. Hunter
                                           -------------------------------------
                                            Terry A. Hunter, President





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