<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________.
Commission file Number: 0-11043
ORION FINANCIAL, LTD.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-0858679
- - ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
80 North Hoyt Street
Denver, Colorado 80226
---------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (303) 238-0937
Securities registered pursuant to Section 12(g) of the Act:
No Par Value Common Stock
-------------------------
(Title of Class)
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 and, (2) has been subject to such filing requirements
for the past 90 days.
YES [ ] NO [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[ ]
As of September 11, 1995, the aggregate market value of the Registrant's
voting stock held by nonaffiliates was $72,092.55.
As of September 12, 1995, Registrant had 4,641,522 shares of its no par
value common stock issued and outstanding.
Total Pages __
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PART I
ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS. Orion Financial, Ltd. (the
"Company," formerly known as Orion Broadcast Group, Inc.), is a Colorado
corporation formed on October 7, 1981. In May 1987, the Company, through Orion
Financial Services Corporation, completed the acquisition and reorganization of
FNRS Acquisition Corporation, formerly known as FN Acquisition, an indirect
subsidiary of the Company, including the purchase of FN Realty Services ("FN
Realty"), and the formation of FNRS Financial Corporation, both wholly-owned
subsidiaries of FNRS Acquisition Corporation.
The principal activities of these corporations included providing loan
servicing and collection, accounting, data processing and portfolio
administration services to the real estate and finance industries.
On July 13, 1992, FNRS Financial Corporation, FN Realty Services, Inc.,
FNRS Acquisition Corporation, Orion Services Company, Orion Financial Services
Corporation and Orion Broadcast of Rockford, Inc., all of which were direct or
indirect subsidiaries of Orion Financial, Ltd., filed voluntary petitions in the
United States Bankruptcy Court for the District of Colorado to reorganize under
Chapter 11 of the Federal Bankruptcy laws.
Effective June 25, 1993, the Company sold to Thomas A. Breen, who is
currently a director of the Company and who was previously the President of the
Company, all of the outstanding common stock of Orion Broadcast of Rockford,
Inc. and all of the outstanding common stock of Orion Services Company, for
$10.00. As a result, the Company no longer has any operations. See Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Company is seeking to enter
into a business combination that would provide the Company with operations.
Although at this time the Company is investigating business combinations, the
Company has not agreed upon any specific business combination.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. As a result of the
sale of all of the outstanding common stock of Orion Broadcast of Rockford, Inc.
and Orion Services Company, the Company no longer has any industry segments.
(c) NARRATIVE DESCRIPTION OF BUSINESS. As a result of the sale of all of
the outstanding common stock of Orion Broadcast of Rockford, Inc. and Orion
Services Company, the Company no longer has any operations to describe.
(i) PRODUCTS AND SERVICES. As a result of the sale of all of the
outstanding common stock of Orion Broadcast of Rockford, Inc. and Orion Services
Company, the Company no longer has any operations.
(ii) STATUS OF PRODUCT. There has been no public announcement of, nor has
the Company otherwise made public information about, any new product or industry
segment of the Company requiring the investment by the Company of a material
amount of its total assets, or which is otherwise material to the Company's
operations.
(iii) RAW MATERIALS. The availability of raw materials is not applicable
to the Company because the Company has no operations.
(iv) PATENTS, TRADEMARKS AND LICENSES. Not applicable.
(v) SEASONALITY. As a result of the sale of all of the outstanding common
stock of Orion Broadcast of Rockford, Inc. and Orion Services Company, the
Company no longer has any operations that could be seasonal in nature.
(vi) WORKING CAPITAL ITEMS. As a result of the sale of all of the
outstanding common stock of Orion Broadcast of Rockford, Inc. and Orion Services
Company, the Company no longer has any operations and,
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therefore, has no need to carry any significant amount of inventory or accounts
receivable or other items which would require a large amount of working capital.
(vii) CUSTOMER DEPENDENCE. As a result of the sale of all the outstanding
stock of Orion Broadcast of Rockford, Inc. and Orion Services Company, the
Company no longer has any customers.
(viii) BACKLOG OF ORDERS. As a result of the sale of all of the
outstanding common stock of Orion Broadcast of Rockford, Inc. and Orion Services
Company, the Company has no operations that would give rise to a backlog of
orders.
(ix) GOVERNMENT CONTRACTS. As a result of the sale of all of the
outstanding common stock of Orion Broadcast of Rockford, Inc. and Orion Services
Company, the Company no longer has any government contracts.
(x) COMPETITION. As a result of the sale of all the outstanding stock of
Orion Broadcast of Rockford, Inc. and Orion Services Company, the Company no
longer has any operations.
(xi) RESEARCH AND DEVELOPMENT. The Company has not engaged in any
material research and development activities during its last three years.
(xii) ENVIRONMENTAL REGULATION. Compliance with federal, state and local
provisions regulating the discharge of materials into the environment does not
have any material effect on the capital expenditures, earnings and competitive
positions of the Company.
(xiii) EMPLOYEES. The Company currently has one part-time employee, Dean
H. Boedeker, the Company's President, who receives compensation of $1,000 per
month.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES. As a result of the sale of all the outstanding stock of Orion Broadcast
of Rockford, Inc. and Orion Services Company, the Company no longer has any
operations.
ITEM 2. PROPERTIES
The Company has no properties.
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Company's security holders during
the Company's fiscal quarter ended June 30, 1994.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION. The Company's common stock is traded in the over-
the-counter market and was traded on NASDAQ until July 21, 1992. The following
table shows the range of high and low bid quotations for the common stock, for
the periods indicated, as reported by NASDAQ until July 21, 1992, and then as
reported
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by the National Quotation Bureau, Inc. These quotations represent
inter-dealer prices without adjustment for retail markup, markdown, or
commission and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
COMMON STOCK
------------
FISCAL QUARTER ENDED HIGH LOW
-------------------- ---- ---
<S> <C> <C>
September 1992 . . . . . . . . . . . . . .09 .01
December 1992 . . . . . . . . . . . . . . .02 .01
March 1993 . . . . . . . . . . . . . . . .02 .01
June 1993 . . . . . . . . . . . . . . . . .02 .01
September 1993 . . . . . . . . . . . . . .01 .005
December 1993 . . . . . . . . . . . . . . .02 .01
March 1994 . . . . . . . . . . . . . . . .01 .005
June 1994 . . . . . . . . . . . . . . . . .005 .005
</TABLE>
(b) HOLDERS. As of September 11, 1995, the Company had approximately
1,030 holders of record of its no par value common stock.
(c) DIVIDENDS. The Company has not declared cash dividends on its common
stock since its inception and the Company does not anticipate paying any
dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
The following is selected consolidated financial information concerning the
Company. This information should be read in conjunction with the consolidated
financial statements appearing elsewhere in this Annual Report.
<TABLE>
<CAPTION>
FOR THE YEARS ENDING JUNE 30,
----------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(In thousands except per share information)
<S> <C> <C> <C> <C> <C>
Revenue. . . . . . . . . . . . . $ 7 $ 14 $ 25 $ 32 $ 134
Net (loss) . . . . . . . . . . . $ (57) $ (129) $ (1,668) $ (22) $ (388)
Net (loss) per Common Share. . . $ (0.01) $ (0.03) $ (0.36) - $ (0.08)
Weighted Average Number of
Shares Outstanding . . . . . . . 4,642 4,642 4,642 4,853 5,114
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEARS ENDING JUNE 30,
-------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(In thousands except per share information)
<S> <C> <C> <C> <C> <C>
Working Capital. . . . . . . . . $ 79 $ 126 $ 158 $ 415 $ 173
Total Assets . . . . . . . . . . 163 213 379 5,094 4,770
Total Long-Term Liabilities. . . - - - 143 341
Total Stockholders' Equity . . . 156 213 342 2,009 2,062
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company has working capital of approximately $240,000 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 was relieved of its major debt guaranty due to the sale of its
subsidiaries in June 1993. At the time of the sale, the Company had guaranteed
approximately $485,000 of a subsidiary's bank debt.
The Company has no material commitments for capital expenditures.
RESULTS OF OPERATIONS
The Company had no significant operations during fiscal 1994 and 1993 other
than occasional supervision of the bankruptcy proceedings of its subsidiaries.
The Company reported a loss of approximately $57,000 in fiscal 1994 and a loss
of approximately $129,000 in fiscal 1993. The loss in fiscal 1994 was less than
in fiscal 1993 because approximately $70,000 of the loss in fiscal 1993 was a
one time loss that related to depreciation and writedown of obsolete computer
equipment utilized by the bankrupt subsidiaries. Revenue in each fiscal year
consisted of interest income on the remaining cash on hand.
On July 13, 1992, the subsidiaries of the Company filed for protection
under Chapter 11 of the federal bankruptcy laws. The filings were precipitated
by a breach of contract by the Resolution Trust Corporation with FNRS Financial
Corp. These subsidiaries were sold to an officer of the Company for a nominal
amount in June 1993.
For the fiscal year ended June 30, 1992, the Company reported a loss of
$1,668,000 of which $1,581,000 was directly related to the losses generated by
its subsidiaries and the write-off of all related investments, receivables and
intangibles associated with the subsidiaries due to the impending bankruptcies.
Outside of the operations of the Company's subsidiaries, the Company incurred
costs associated with the maintenance of the public company status which were
primarily legal and accounting fees.
INFLATION
The effects of inflation of the Company's operations is not material and is
not anticipated to have any material effect in the future.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14(a) for a list of the Financial Statements included in this
report following the signature page.
The supplementary financial information required by Item 302 of Regulation
S-K does not apply to the Company.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in accountants or disagreements of the type required
to be reported under this item between the Company and its independent
accountants during the fiscal years ended June 30, 1994, and 1993.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) IDENTIFICATION OF DIRECTORS
The present term of office of each director will expire at the next annual
meeting of shareholders. The name, position with the Company, age of each
director and the period during which each director has served are as follows:
NAME AND POSITION IN THE COMPANY AGE DIRECTOR SINCE
-------------------------------- --- --------------
Dean H. Boedeker. . . . . . . . . . . . . . 60 1981
President, Chief Executive Officer
and Director
Thomas A. Breen . . . . . . . . . . . . . . 39 1987
Director
Donald W. Diones. . . . . . . . . . . . . . 63 1981
Secretary and Director
William J. White. . . . . . . . . . . . . . 57 1995
Director
There was no arrangement or understanding between any director or any other
person pursuant to which any director was selected as such.
(b) IDENTIFICATION OF EXECUTIVE OFFICERS.
Each executive officer will hold office until his successor duly is elected
and qualified, until his resignation or until he shall be removed in the manner
provided by the Company's Bylaws. The Company's executive officers, their ages,
positions with the Company and periods during which they served are as follows:
NAME OF EXECUTIVE OFFICER AND POSITION IN COMPANY AGE OFFICER SINCE
------------------------------------------------- --- -------------
Dean H. Boedeker 60
Chairman of the Board 1991
President and Chief Executive Officer 1993
Donald W. Diones 63
Secretary 1993
There was no arrangement or understanding between any executive officer
and any other person pursuant to which any person was selected as an executive
officer.
(c) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
Not applicable.
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(d) FAMILY RELATIONSHIPS.
Not applicable.
(e) BUSINESS EXPERIENCE.
BACKGROUND. The following is a brief account of the business experience
during the past five years of each director and executive officer of the
Company:
NAME OF DIRECTOR
OR OFFICER PRINCIPAL OCCUPATION DURING THE LAST FIVE YEARS
- - ----------------- -----------------------------------------------
Thomas A. Breen Senior Vice President of WestStar Loan Servicing, Inc.,
which services loans, since January 1, 1995; President
of Orion Broadcast of Rockford, Inc., a holding company
which through its subsidiaries provides loan servicing,
since June 1991; President of the Company from June
1991 to September 1993; Chief Financial Officer of the
Company from January 1984 to September 1993; Secretary
of the Company from May 1985 through June 1991; and
director of the Company since July 1987.
Dean H. Boedeker Director of the Company since 1981; Chairman of the
Board of Directors of the Company since July 1991;
President and Chief Executive Officer of the Company
since September 1993; Senior Vice President or Vice
President of R A F Financial Corporation, an investment
banking firm, since March 1992; Secretary and Treasurer
and a director of Diones, Broom, Battreall & Boedeker,
Inc., an investment banking firm, from June 1985 to
March 1992.
Donald W. Diones Director of the Company since 1981; Senior Vice
President of Dougherty Dawkins Strand & Bigelow,
Incorporated, an investment banking firm, since October
1992; Senior Vice President of R A F Financial
Corporation, an investment banking firm, from March
1992 to October 1992; President and a director of
Diones, Broom, Battreall & Boedeker, Inc., an
investment banking firm, from June 1982 to March 1992.
William J. White Director of the Company since 1995; Chairman of the
Board of Dougherty Dawkins Strand & Bigelow,
Incorporated, an investment banking firm, since May
1995; President and owner of First Denver Financial
Corporation, a private investment firm, since April
1992; President of the Affiliated Capital Markets
division of Affiliated National Bank Denver (now
BankOne), a national bank, from June 1990 to April
1992.
DIRECTORSHIPS.
No director of the Company is a director of an entity that has its
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934.
(f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
No event required to be reported hereunder has occurred during the
past five years.
(g) PROMOTERS AND CONTROL PERSONS.
No event required to be reported hereunder has occurred during the
past five years.
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(h) COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.
To the Company's knowledge, during the Company's fiscal year ended June 30,
1994, the only directors, officers or more than 10% shareholders of the Company
that failed to timely file a Form 3, Form 4 or Form 5 were Dean H. Boedeker,
Thomas J. Bonomo, Thomas A. Breen and Donald W. Diones, each of whom was late in
filing a Form 5 for the year ended June 30, 1993 relating to one transaction.
ITEM 11. EXECUTIVE COMPENSATION
The following table provides certain information pertaining to the
compensation paid by the Company and its subsidiaries for services rendered to
Dean H. Boedeker, the President of the Company since September 1993, and Thomas
A. Breen, the President of the Company until September 1993. No executive
officer of the Company was paid over $100,000 in compensation from the Company
and its subsidiaries during the Company's fiscal year ended June 30, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------- ------------
OTHER
YEAR ANNUAL SECURITIES ALL OTHER
NAME AND ENDED COMPEN- UNDERLYING COMPENSA-
PRINCIPAL POSITION JUNE 30, SALARY($) BONUS($) SATION($) OPTIONS(#) TION($)
- - ------------------ -------- --------- --------------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Dean H. Boedeker . 1994 . . . 10,000(1) - - - -
President and 1993 . . . - - - 400,000 -
Chief Executive 1992 . . . - - - - -
Officer
Thomas A. Breen. . 1994 . . . - - - - -
President and 1993 . . . 114,378 - - 400,000 -
Chief Executive 1992 . . . 110,000 - - - -
Officer
_____________________
<FN>
(1) Mr. Boedeker is entitled to $1,000 per month for serving as the President
and Chief Executive Officer of the Company.
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted by the Company to Dean H. Boedeker or Thomas A.
Breen during the Company's fiscal year ended June 30, 1994.
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR
END OPTION VALUES
The following table sets forth information with respect to Dean H. Boedeker
and Thomas A. Breen concerning the exercise of options during the Company's last
fiscal year ended June 30, 1994, and unexercised options held as of June 30,
1994.
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<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF IN-THE-MONEY
OPTIONS AT OPTIONS AT
JUNE 30, 1994(#) JUNE 30, 1994($)(1)
SHARES ACQUIRED VALUE --------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE/ UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dean H. Boedeker - 0 - - 0 - 400,000 - 0 - - 0 - - 0 -
Thomas A. Breen - 0 - - 0 - 462,500 - 0 - - 0 - - 0 -
<FN>
- - ---------------------
(1) Value of unexercised in-the-money options is the market price of the underlying shares of common stock at June 30, 1994,
less the exercise price of the options.
</TABLE>
COMPENSATION OF DIRECTORS--STANDARD ARRANGEMENT.
Directors of the Company who are not employees or officers receive $500.00
plus expense reimbursement for each Board of Directors meeting which they
attend. The Chairman of the Board and President receives $1,000 per month, as a
stipend for the services he performs.
COMPENSATION OF DIRECTORS--OTHER ARRANGEMENTS.
On April 26, 1993, each director of the Company received an option to
purchase 400,000 shares of the Company's common stock at a price of $0.03 per
share. The options expire on April 27, 1998.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS.
There is no employment contract between the Company and Dean H. Boedeker or
between the Company and Thomas A. Breen or any compensatory plan or arrangement
between the Company and Dean H. Boedeker or between the Company and Thomas A.
Breen.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a)(b) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of September 13, 1995, the number of
shares of the Company's outstanding common stock beneficially owned by each of
the Company's current directors and officers, sets forth the number of shares of
the Company's common stock beneficially owned by all of the Company's current
directors and officers as a group and sets forth the number of shares of the
Company's common stock owned by each person who owned of record, or was known to
own beneficially, more than 5% of the Company's outstanding shares of common
stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
------------------------ ------------ --------
<S> <C> <C>
Dean H. Boedeker 573,072(2) 11.4%
Thomas A. Breen 434,375(3) 8.6%
Donald W. Diones 531,572(4) 10.5%
William J. White 72,250 1.6%
All officers and directors
as a group (4 Persons) 1,611,269(5) 27.6%
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AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
------------------------ ------------ --------
Thomas J. Bonomo 582,929(6) 11.6%
Cede & Co. 2,092,937(7) 45.1%
Kray & Co. 648,863(7) 14.0%
__________________
<FN>
(1) Each person has the sole voting and investment power over the shares
indicated.
(2) Includes 400,000 shares underlying a stock option. Dean H. Boedeker's
address is 1700 Lincoln Street, 32nd Floor, Denver, Colorado 80203.
(3) Includes 400,000 shares underlying a stock option. Does not include
any shares underlying a stock option held by Thomas A. Breen that
expired on July 13, 1994. Thomas A. Breen's address is 116 North
Maryland, Lower Level, Glendale, California 91206.
(4) Includes 400,000 shares underlying a stock option. Donald W. Diones'
address is 1401 Seventeenth Street, Suite 1300, Denver, Colorado
80202.
(5) Includes shares underlying the stock options held by Messrs. Boedeker,
Breen and Diones.
(6) Includes 400,000 shares underlying a stock option. Thomas J. Bonomo's
address is 388 Market Street, No. 900, San Francisco, California
94111.
(7) The address of Cede & Co. is P. O. Box 20, Bowling Green Station, New
York, New York 10004 and the address of Kray & Co. is 1 Financial
Place, 440 South LaSalle Street, Chicago, Illinois 60605. Cede & Co.
and Kray & Co. are nominee holders for the beneficial owners of the
shares.
</TABLE>
(c) CHANGES IN CONTROL.
There are presently no arrangements of any kind which may at a subsequent
date result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a)(b) TRANSACTIONS WITH MANAGEMENT AND OTHERS AND CERTAIN BUSINESS
RELATIONSHIPS.
Effective June 25, 1993, the Company sold all the outstanding shares of
common stock of Orion Broadcast of Rockford, Inc. and Orion Services Company to
Thomas A. Breen, the former President and a current director of the Company.
Orion Broadcast of Rockford, Inc. directly or indirectly held a controlling
interest in Orion Financial Services Corporation, FNRS Acquisition Corporation,
FNRS Financial Corporation and FN Realty Services, Inc. Because of the
bankruptcy of FNRS Financial Corporation and FN Realty Services, Inc., the Board
of Directors of the Company determined that there was no possible benefit to the
Company in retaining any direct ownership of Orion Broadcast of Rockford, Inc.
or its subsidiaries. The total amount paid by Thomas A. Breen for the shares
was $10.00. In addition, the Company was released from the Company's guarantee
of approximately $500,000 of debt owed by FNRS Financial Corporation. In
addition, Thomas A. Breen agreed for a two year period to provide services to
the Company in the connection with the preparation of financial records and
statements and in connection with the Company's filing requirements under the
federal securities laws.
At the same time, the Company entered into an agreement with Orion
Broadcast of Rockford, Inc. pursuant to which the Company agreed to advance
funds to enable Orion Broadcast of Rockford, Inc. to file lawsuits against
certain persons who owed funds to Orion Broadcast of Rockford, Inc. In
consideration for the advance of the funds, the Company agreed with Orion
Broadcast of Rockford, Inc. that the Company would receive all amounts
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paid or advanced to collect on the debts and 50% of any amount over and above
such amounts. The Company received a total of $1,000.
In addition, the Company entered into an agreement with FNRS Acquisition
Corporation pursuant to which the Company agreed to advance funds or directly
pay all costs and expenses of pursuing the litigation of FNRS Acquisition
Corporation, against First Nationwide Financial Corporation and others. The
Company's total obligation was $50,000, which the Company would be entitled to
receive out of the proceeds of the litigation. The balance of the proceeds
would be divided so that the Company would receive 80% of the first $100,000,
70% of the next $100,000, 60% of the next $100,000 and 50% of any balance. As a
result of settlement of the lawsuits, the Company has received approximately
$208,500.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS.
Independent Auditor's Report
Balance Sheets--As of June 30, 1994 and 1993
Statements of Operations--Years ended June 30, 1994, 1993, and 1992
Statement of Changes in Stockholders' Equity--For the Period from
July 1, 1991 through June 30, 1994
Statements of Cash Flows--Years ended June 30, 1994, 1993, and 1992
Notes to Financial Statements
(a)(2) FINANCIAL STATEMENT SCHEDULES.
None.
(b) CURRENT REPORTS ON FORM 8-K:
No Current Reports on Form 8-K were filed during the fiscal quarter ended
June 30, 1994.
(c) EXHIBITS.
Exhibit 3(A) Articles of Incorporation of Orion Financial, Ltd., as amended
(incorporated by reference to Exhibit 3(A) to Orion Financial,
Ltd.'s Annual Report on Form 10-K for the fiscal years ended June
30, 1993 and 1992.
Exhibit 3(B) Bylaws of Orion Financial, Ltd., as amended (incorporated by
reference to Exhibit 3(B) to Orion Financial, Ltd.'s Annual
Report on Form 10-K for the fiscal years ended June 30, 1993 and
1992.
Exhibit 10(A) Orion Financial, Ltd. 1991 Non-Qualified Stock Option Plan
(incorporated by reference to Exhibit 10(A) to Orion Financial,
Ltd.'s Annual Report on Form 10-K for the fiscal years ended June
30, 1993 and 1992.
Exhibit 10(B) Form of Option Agreement dated April 27, 1993 (incorporated by
reference to Exhibit 10(B) to Orion Financial, Ltd.'s Annual
Report on Form 10-K for the fiscal years ended June 30, 1993 and
1992.
Exhibit 10(C) Form of Amendment to Option Agreement dated September 27, 1993
(incorporated by reference to Exhibit 10(C) to Orion Financial,
Ltd.'s Annual Report on Form 10-K for the fiscal years ended June
30, 1993 and 1992.
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Exhibit 10(D) Agreement dated as of April 7, 1993, between the Company and
Thomas A. Breen (incorporated by reference to Exhibit 10(D) to
Orion Financial, Ltd.'s Annual Report on Form 10-K for the fiscal
years ended June 30, 1993 and 1992.
Exhibit 10(E) Agreement dated as of April 7, 1993, between the Company and
Orion Broadcast of Rockford, Inc. (incorporated by reference to
Exhibit 10(E) to Orion Financial, Ltd.'s Annual Report on Form
10-K for the fiscal years ended June 30, 1993 and 1992.
Exhibit 10(F) Agreement dated as of April 7, 1993, between the Company and FNRS
Acquisition Corporation (incorporated by reference to Exhibit
10(F) to Orion Financial, Ltd.'s Annual Report on Form 10-K for
the fiscal years ended June 30, 1993 and 1992.
-12-
<PAGE>
ORION FINANCIAL, LTD.
REPORT ON AUDIT OF
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
JUNE 30, 1994, 1993, AND 1992
<PAGE>
ORION FINANCIAL, LTD.
INDEX TO FINANCIAL STATEMENTS
PAGE
-----
INDEPENDENT AUDITOR'S REPORT . . . . . . . . . . . . . . . . . F-2
BALANCE SHEETS - June 30, 1994 and 1993 . . . . . . . . . . . . F-3
STATEMENTS OF OPERATIONS - For the Years Ended June 30, 1994,
1993, and 1992 . . . . . . . . . . . . . . . . . . . . F-4
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - For the
Period from July 1, 1991 through June 30, 1994 . . . F-5
STATEMENTS OF CASH FLOWS - For the Years Ended June 30,
1994, 1993, and 1992 . . . .. . . . . . . . . . . . . F-6
NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . F-7
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Orion Financial, Ltd.
Denver, Colorado
We have audited the accompanying balance sheets of Orion Financial, Ltd. as
of June 30, 1994 and 1993, and the related statements of operations,
stockholders' equity and cash flows for each of the three years in the
period ended June 30, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Orion Financial, Ltd.
as of June 30, 1994 and 1993, and the results of its operations and its cash
flows for each of the three years in the period ended June 30, 1994, in
conformity with generally accepted accounting principles.
HEIN + ASSOCIATES LLP
Denver, Colorado
June 9, 1995
F-2
<PAGE>
ORION FINANCIAL, LTD.
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30,
------------------------
1994 1993
---------- ----------
ASSETS
------
<S> <C> <C>
CURRENT ASSETS -
Cash and cash equivalents $ 85,881 $ 125,717
FURNITURE AND EQUIPMENT, at cost:
Furniture, fixtures, and equipment 27,549 27,549
Less accumulated depreciation (25,549) (15,549)
---------- ----------
2,000 12,000
OTHER ASSETS:
Restricted cash 50,000 50,000
Advance to affiliate 25,000 25,000
---------- ----------
TOTAL ASSETS $162,881 $212,717
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES -
Accounts payable and accrued expenses $ 6,895 $ -
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY:
Preferred stock, no par value; 200,000,000
shares authorized; no shares
issued oroutstanding - -
Common stock, stated value of $.08 a
share; 200,000,000 shares authorized;
5,113,782 shares issued; 4,641,522
shares outstanding 409,103 409,103
Additional paid-in capital 4,632,338 4,632,338
Accumulated deficit (4,854,518) (4,797,787)
Treasury stock, at cost, 472,260 shares (30,937) (30,937)
---------- ----------
Total stockholders' equity 155,986 212,717
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 162,881 $ 212,717
---------- ----------
---------- ----------
</TABLE>
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.
F-3
<PAGE>
ORION FINANCIAL, LTD.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED JUNE 30,
--------------------------------------
1994 1993 1992
----------- ---------- ---------
<S> <C> <C> <C>
REVENUE:
Interest income $ 6,794 $ 824 $ 25,371
Other income - 13,566 -
----------- ---------- ---------
Total revenue 6,794 14,390 25,371
COSTS AND EXPENSES:
General and administrative 53,525 74,390 100,915
Depreciation and amortization 10,000 15,550 10,653
----------- ---------- ---------
Total expenses 63,525 89,940 111,568
----------- ---------- ---------
Loss from operations (56,731) (75,550) (86,197)
OTHER INCOME (EXPENSE):
Write-off of fixed assets - (53,638) -
Equity in net loss and write-off of receivables
from unconsolidated subsidiaries - - (1,467,069)
Write-off of goodwill - - (81,277)
Write-off of note receivable, former officer - - (33,000)
----------- ---------- ---------
NET LOSS $ (56,731) $ (129,188) $(1,667,543)
----------- ---------- ---------
----------- ---------- ---------
NET LOSS PER COMMON SHARE $ (.01) $ (.03) $ (.36)
----------- ---------- ---------
----------- ---------- ---------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,641,522 4,641,522 4,641,522
----------- ---------- ---------
----------- ---------- ---------
</TABLE>
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.
F-4
<PAGE>
ORION FINANCIAL, LTD.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 1, 1991 THROUGH JUNE 30, 1994
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY STOCK TOTAL
----------------------- PAID-IN ACCUMULATED ------------------- STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT SHARES AMOUNT EQUITY
---------- ---------- ------------ ------------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, July 1, 1991 5,113,782 $ 409,103 $ 4,632,338 $ (3,001,056) 472,260 $ (30,937) $ 2,009,448
Net loss - - - (1,667,543) - - (1,667,543)
---------- ----------- ------------- -------------- -------- ---------- -----------
BALANCES, June 30, 1992 5,113,782 409,103 4,632,338 (4,668,599) 472,260 (30,937) 341,905
Net loss - - - (129,188) - - (129,188)
---------- ----------- ------------- -------------- -------- ---------- -----------
BALANCES, June 30, 1993 5,113,782 409,103 4,632,338 (4,797,787) 472,260 (30,937) 212,717
Net loss - - - (56,731) - - (56,731)
---------- ----------- ------------- -------------- -------- ---------- -----------
BALANCES, June 30, 1994 5,113,782 $ 409,103 $ 4,632,338 $ (4,854,518) 472,260 $ (30,937) $ 155,986
---------- ----------- ------------- -------------- -------- ---------- -----------
---------- ----------- ------------- -------------- -------- ---------- -----------
</TABLE>
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.
F-5
<PAGE>
ORION FINANCIAL, LTD.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED JUNE 30,
------------------------------------------
1994 1993 1992
--------- ---------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (56,731) $ (129,188) $(1,667,542)
Adjustments to reconcile net loss to
net cash from operating activities:
Depreciation and amortization 10,000 15,550 10,653
Write-off of fixed assets - 53,638 -
Gain on sale of land - (13,566) -
Equity in net loss (income) and
write-off of receivables from
subsidiaries - - 1,467,069
Write-off of goodwill - - 81,277
Write-off of note receivable - - 33,000
Changes in operating assets and
liabilities:
(Increase) decrease in -
Restricted cash - - 2,983
Increase (decrease) in -
Accounts payable 6,895 (36,859) 36,859
--------- ---------- --------
Net cash used in operating
activities (39,836) (110,425) (35,701)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment - - (79,064)
Proceeds from sale of land - 26,018 -
Advance to affiliate - (25,000) -
Advances to and investment in
subsidiaries - - (151,529)
Payments received from subsidiaries - 39,832 35,751
--------- ---------- --------
Net cash provided by (used in)
investing activities - 40,850 (194,842)
--------- ---------- --------
NET DECREASE IN CASH AND EQUIVALENTS (39,836) (69,575) (230,543)
CASH AND CASH EQUIVALENTS, beginning of year 125,717 195,292 425,835
--------- ---------- --------
CASH AND CASH EQUIVALENTS, end of year $85,881 $ 125,717 $195,292
--------- ---------- --------
--------- ---------- --------
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest $ - $ - $ -
--------- ---------- --------
--------- ---------- --------
Cash paid for taxes $ - $ - $ -
--------- ---------- --------
--------- ---------- --------
</TABLE>
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.
F-6
<PAGE>
ORION FINANCIAL, LTD.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND OPERATIONS:
OPERATIONS - Orion Financial, Ltd. (the Company) was incorporated
in Colorado in 1981. Through June 25, 1993, the Company had the
following wholly-owned subsidiaries: Orion Services Company
(formerly Vehicle Resource Corporation or VRC), Orion Broadcast of
Rockford, Inc. (Orion Rockford), and United Leasing Company
(inactive). In 1987, Orion Rockford formed Orion Financial
Services Corporation (Orion Financial), a 94% owned subsidiary, to
enter into the acquisition of FNRS Acquisition Corporation (FNRS
Acquisition). FNRS Acquisition acquired FN Realty Services, Inc.
(FN Realty) and formed FNRS Financial Corporation (FNRS) in fiscal
1988. The operations of VRC were discontinued in fiscal 1990,
while the operations of FN Realty were discontinued during fiscal
1991.
On July 13, 1992, all of the Company's active subsidiaries declared
bankruptcy under Chapter 11 of the bankruptcy code. Effective June
25, 1993, the Company sold its entire interest in VRC and Orion
Rockford to the former president of the Company (see Note 3). At
present, the Company has no operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ACCOUNTING FOR INVESTMENTS IN SUBSIDIARIES - The Company
previously accounted for its investment in its majority-owned
subsidiaries through consolidation. Due to the bankruptcy filings
discussed above, control of the Company's subsidiaries rested with
the bankruptcy court. Therefore, the Company has switched
accounting for its investment in its subsidiaries through the time
of their sale to the equity method. Prior periods presented have
been restated to reflect the equity method, with no impact on net
loss. Due to losses incurred by the subsidiaries in 1992, the
Company's investment accounts were reduced to zero as of June 30,
1992 (see Note 5).
CASH EQUIVALENTS - Cash equivalents are generally comprised of
highly liquid instruments with original maturities of three months
or less, such as money funds and certificates of deposit. These
investments are stated at cost which approximates market value.
FURNITURE, FIXTURES, AND EQUIPMENT - Such amounts are stated at
cost with depreciation computed principally using the straight-line
method over the estimated useful lives of the assets, ranging from
three to six years.
NET LOSS PER SHARE - Net loss per share has been computed based on
the weighted average number of shares outstanding during the
period. Stock options have been excluded from the computation
because their effect would be anti-dilutive.
INCOME TAXES - In 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109, "ACCOUNTING
FOR INCOME TAXES" (SFAS 109), which changed the criteria for
measuring the provision for income taxes and recognizing deferred
tax assets and liabilities in the
F-7
<PAGE>
accompanying financial statements. SFAS 109 requires recognition
of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets
and liabilities are determined, based on the difference between the
financial statements and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences
are expected to reverse. The adoption of SFAS 109 did not have a
material impact on the financial statements.
3. SALE OF SUBSIDIARIES:
On July 13, 1992, all of the Company's active subsidiaries declared
bankruptcy under Chapter 11 of the bankruptcy code, due to, among
other things, cash flow difficulties experienced after the loss of
a major customer. The subsidiaries attempted to reorganize, but
effective June 25, 1993, due to continuing losses, the Company sold
its entire interest in the subsidiaries to the former president of
the Company for a nominal amount and a release of the Company's
guarantee on certain debt of FNRS. The transaction resulted in no
gain or loss.
4. RESTRICTED CASH:
Restricted cash is comprised of collateral on a bond posted by the
Company for FNRS. The bond is required by a state in which FNRS
previously conducted business. FNRS has voluntarily withdrawn from
doing business in this state and surrendered its license. The
underlying bond was released in August 1994 (unaudited).
5. RELATED PARTY TRANSACTIONS:
The Company paid approximately $8,000 in legal expenses on behalf
of some of its former subsidiaries during fiscal 1993. The legal
expenses related to the bankruptcies of the former subsidiaries.
The Company received $39,832 in repayments in July 1992 on amounts
owed to it from VRC and Orion Rockford. All other receivables from
its subsidiaries were written off as uncollectible as of June 30,
1992 due to their bankruptcy filings in July 1992 (see Note 1).
During fiscal 1992, the Company forgave a note receivable of
$33,000 that had previously been due from the former president of
the Company.
6. COMMITMENTS AND CONTINGENCIES:
The Company was named as a co-defendant in a lawsuit brought against FNRS
by a former vendor, which alleged breach of contract. Damages were not
specified. The claim was dismissed pending
F-8
<PAGE>
settlement of FNRS's bankruptcy, but if the claim is not disposed
of in the bankruptcy settlement, it could be refiled. The Company
believes it has valid defenses against this claim.
On April 7, 1993, the Company entered into an agreement with FNRS
Acquisition to advance it funds for a lawsuit it had brought
against another party. The agreement limits such advances to a
maximum of $50,000, of which $25,000 had been advanced at June 30,
1993. The Company will be reimbursed for any advances made out of
the proceeds of any settlement or judgment received, with proceeds
in excess of advances allocated between the Company and FNRS
Acquisition. The litigation was settled in January 1995, and the
Company received approximately $200,000 from the settlement
proceeds.
The Company had previously been guarantor on approximately $500,000
of debt FNRS had with a bank. On June 25, 1993, the bank released
the Company from any obligation as guarantor on this debt, as a
condition of the Company's sale of FNRS to the president of the
Company.
7. STOCKHOLDERS' EQUITY:
The Company adopted an incentive stock option plan in 1984
reserving 312,500 shares of common stock for certain employees,
officers, and directors. The exercise price must be at least the
fair market value of the stock on the date of the grant, and the
term of each option granted will not be for more than ten years
from the date of the grant. The plan expired in February 1994.
If options are granted to individuals owning more than ten percent
(10%) of the outstanding common stock, the exercise price must be
at least one hundred ten percent (110%) of the fair market value of
the stock on the date of the grant and the term for each option
granted will not be for more than five years from the date of the
grant.
On July 13, 1987, the Board of Directors of the Company granted a
stock option under the 1984 stock option plan for 187,500 shares of
the Company's common stock to a director and officer of the
Company. The option is exercisable at $.72 per share with 62,500
options expiring in July 1992, 1993, and 1994. No options were
exercised and they have all expired. In June 1991, the Board
granted a stock option under the 1984 plan to an officer of the
Company for 30,000 shares exercisable at $.47 per share through
2001. None of these options have been exercised.
On November 8, 1991, the Company adopted a 1991 Non-Qualified
Stock Option Plan for the directors, officers and employees of
the Company. Two million shares are reserved under this plan.
The terms of each option granted will not be for more than ten
years from date of grant, and no options can be granted under
the plan after November 8, 2001. No options have been granted
under this plan.
F-9
<PAGE>
ORION FINANCIAL, LTD.
NOTES TO FINANCIAL STATEMENTS
In April 1993, the Board of Directors of the Company granted stock
options covering 2,000,000 shares of the Company's common stock,
400,000 shares each to the four directors of the Company (including
the president of the Company), and 400,000 shares to an individual
from the Company's legal counsel. The options are exercisable at
$.03 per share through April 1998. None have been exercised to
date.
The Company has authorized, but unissued, preferred stock which may
be issued in series with such preferences as determined by the
Company's Board of Directors.
At several times during fiscal 1991, the Company repurchased the
outstanding shares of various stockholders of the Company for a
total of $30,937. These treasury shares are accounted for at cost.
8. INCOME TAXES:
Effective July 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 (SFAS 109), Accounting for Income
Taxes. As allowed by SFAS 109, prior years' financial statements
have not been restated.
The amounts which give rise to the net deferred tax asset
(liability) as of June 30, 1994, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Tax effect of furniture and fixture $ 1,000
temporary difference
Net operating loss carryforward 481,000
----------------
Valuation allowance (480,000)
----------------
Net deferred tax asset (liability) $ -
----------------
----------------
</TABLE>
At June 30, 1994, the Company had net operating losses (NOL)
carryforwards for income tax purposes of approximately $1,300,000
that will expire between 1997 and 2009. Upon the sale of the
Company's subsidiaries in June 1993, a substantial portion of the
NOL carryforwards were lost for use by the Company, as they had
been incurred at the subsidiary level.
F-10
<PAGE>
ORION FINANCIAL, LTD.
NOTES TO FINANCIAL STATEMENTS
9. SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES:
Following are the results of operations of FNRS Acquisition:
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE YEAR
ENDED JUNE 25, ENDED JUNE 30,
1993 1992
---------------- ---------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenue $ 3,713,000 $ 6,139,000
Operating expenses 3,532,000 8,326,000
------------- --------------
Net income (loss) $ 181,000 $ (2,187,000)
------------- --------------
------------- --------------
</TABLE>
F-11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
a Colorado corporation
By
--------------------------------------
Dean H. Boedeker
President, Principal Executive Officer
Chief Financial Officer, and
Principal Accounting Officer
Dated:
----------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
DATE NAME AND TITLE SIGNATURE
- - ---- -------------- ---------
Thomas A. Breen
Director -------------------------
Dean H. Boedeker
Director -------------------------
Donald W. Diones
Director -------------------------
William J. White
Director -------------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM 10-K
ORION FINANCIAL, LTD.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
- - ------- ----------- --------
<S> <C> <C>
3(A) Articles of Incorporation of Orion Broadcast Group, Inc., as amended N/A
(incorporated by reference to Exhibit 3(A) to Orion Financial, Ltd.'s
Annual Report on Form 10-K for the fiscal years ended June 30, 1993
and 1992.
3(B) Bylaws of Orion Broadcast Group, Inc., as amended (incorporated by N/A
reference to Exhibit 3(B) to Orion Financial, Ltd.'s Annual Report
on Form 10-K for the fiscal years ended June 30, 1993 and 1992.
10(A) Orion Financial, ltd. 1991 Non-Qualified Stock Option Plan (incorporated N/A
by reference to Exhibit 10(A) to Orion Financial, Ltd.'s Annual Report
on Form 10-K for the fiscal years ended June 30, 1993 and 1992.
10(B) Form of Option Agreement dated April 27, 1993 (incorporated by N/A
reference to Exhibit 10(B) to Orion Financial, Ltd.'s Annual Report on
Form 10-K for the fiscal years ended June 30, 1993 and 1992.
10(C) Form of Amendment to Option Agreement dated September 27, 1993 N/A
(incorporated by reference to Exhibit 10(C) to Orion Financial, Ltd.'s
Annual Report on Form 10-K for the fiscal years ended June 30, 1993
and 1992.
10(D) Agreement dated as of April 7, 1993, between the Company and Thomas A. N/A
Breen (incorporated by reference to Exhibit 10(D) to Orion Financial,
Ltd.'s Annual Report on Form 10-K for the fiscal years ended June 30,
1993 and 1992.
10(E) Agreement dated as of April 7, 1993, between the Company and Orion N/A
Broadcast of Rockford, Inc. (incorporated by reference to Exhibit
10(E) to Orion Financial, Ltd.'s Annual Report on Form 10-K for the
fiscal years ended June 30, 1993 and 1992.
10(F) Agreement dated as of April 7, 1993, between the Company and FNRS N/A
Acquisition Corporation (incorporated by reference to Exhibit 10(F)
to Orion Financial, Ltd.'s Annual Report on Form 10-K for the fiscal
years ended June 30, 1993 and 1992.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements for the year ended June 30, 1994 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-START> JUL-01-1993
<PERIOD-END> JUN-30-1994
<CASH> 85,881
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 85,881
<PP&E> 27,549
<DEPRECIATION> (25,549)
<TOTAL-ASSETS> 162,881
<CURRENT-LIABILITIES> 6,895
<BONDS> 0
<COMMON> 409,103
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 162,881
<SALES> 0
<TOTAL-REVENUES> 6,794
<CGS> 0
<TOTAL-COSTS> 63,525
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (56,731)
<INCOME-TAX> 0
<INCOME-CONTINUING> (56,731)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (56,731)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
