UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended September 30, 1994

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-11043

ORION FINANCIAL, LTD.
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(Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code: (303) 238-0937

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) 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 [ ] NO [X]

As of October 15, 1996, Registrant had 4,641,522 shares of its no par value
common stock issued and outstanding.

9 Total Pages

ORION FINANCIAL, LTD.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1994

INDEX

SECTION PAGE

PART I - FINANCIAL INFORMATION*

Balance Sheets September 30, 1994 & June 30, 1994 ........................... 3

Statement of Operations - For the three months ended September 30,
1994 & 1993 ........................................................ 4

Statements of Cash Flow - For the three months ended September 30, 1994
and 1993 .......................................................... 5

Notes to the Financial Statements ........................................... 6

Management's Discussion and Analysis ........................................ 7

PART II - OTHER INFORMATION

Signatures .................................................................. 8

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

Orion Financial, Ltd.
Balance Sheets

Assets

Year Ended
September 30, June 30,
1994 1994

------------ -----------
Current Assets
Cash ............................................. 97,835 85,882
Short term investments ........................... 0 0
--------- ---------
Total Current Assets .................... 97,835 85,882

Fixed Assets
Furniture & Equipment ............................ 27,550 27,550
Accumulated Depreciation ......................... -25,550 -25,550
--------- ---------
Net Fixed Assets ........................ 2,000 2,000

Other Assets
Restricted Cash .................................. 0 50,000
Advance to Affiliate ............................. 54,705 25,000
--------- ---------
Total Assets ..................................... 154,540 162,882
========= =========

Liabilities & Equity

Current Liabilities
Accounts Payable ................................. 0 0
Accrued Expenses ................................. 0 0
--------- ---------
Total Current Liabilities ............... 0 0

Equity ........................................... 371,322 371,322
Additional Paid-In Capital ....................... 4,639,182 4,639,182
Accumulated Deficit .............................. -4,855,964 -4,847,622
--------- ---------
154,540 162,882
--------- ---------
Total Liabilities & Equity ....................... 154,540 162,882
========= =========

Orion Financial, Ltd.
Statement of Operation
For the Three Months Ended

9/30/94 9/30/93
----------- ----------

Interest income .............................. 4,470 5,032

Accounting & Legal Expenses .................. (8,419) 0
Compensation Expense ......................... (4,000) 0
Miscellaneous Expenses ....................... (392) (500)
Depreciation ................................. 0 (10,000)
--------- ---------
Net income (Loss) ............................ (8,341) (5,468)
========= =========
Net income (Loss) per Share .................. $ 0.00 $ 0.00
========= =========

Weighted Average Shares Outstanding........... 4,641,522 4,641,522
========= =========

Orion Financial, Ltd.
Statement of Cash Flows

Three Months Ended
September 30,
--------------------
1994 1995
---- ----

Cash Flow from operating activities:

Net income (loss) ............................................. (8,341) (5,468)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Depreciation ........................................................... 0 10,000

Changes in assets and liabilities:
Restricted Cash ........................................................ 50,000 0
Investment in Partnership .............................................. (29,705) 0

Accounts Payable ....................................................... 0
Accrued Liabilities .................................................... 0
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Net cash provided (used) by operating activities .............. 11,954 4,532

Increase (decrease) in cash and cash equivalents ....................... 11,954 4,532

Cash and cash equivalents, beginning of period ......................... 85,882 125,717
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Cash and cash equivalents, end of period ............................... 97,835 130,249
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ORION FINANCIAL, LTD.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

1. GENERAL:

Orion Financial, Ltd. (the "Company"), has elected to substantially omit
footnotes to the Financial Statements for the three months ended September 30,
1994, since there have been no material changes to the information previously
reported by the Company in its annual report filed Form 10-K, for the year ended
June 30, 1994.

2. UNAUDITED INFORMATION:

The information furnished 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 to property reflect the results for
the interim periods presented. The information presented is not necessarily
indicative of the results from operations expected for the full fiscal year.

ORION FINANCIAL, LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Orion Financial, Ltd (the "Company") had working capital at September 30, 1994,
of approximately $98,000, 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 no material commitments for capital expenditures.

RESULTS OF OPERATIONS

The Company had no significant operations during the fiscal year. 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 the
annual reports on Form 10-K and minimal compensation to the Company's President.

The Company is continually reviewing business combination proposals in an
ongoing effort to combine the Company an organization which has successful
operations.

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 Financial, Ltd.

Dated April 16, 1997 /s/ Dean H. Boedeker
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Dean H. Boedeker
President and Principal Financial
Officer