U.S. SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D. C. 20549

                                   Form 10Q-SB


(Mark One)

 ..X..Quarterly report under section 13 or 15(d) of the Securities Exchange Act
             of 1934 for the quarterly period ended October 31, 2004

 ...... Transition report under section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the transition period from____________________ to
                             ______________________.


                           Commission File No: 0-23873


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                     (Name of small business in its charter)

           New Jersey                                        22-1637978
           ----------                                        ----------
(State or other jurisdiction                         (IRS Employer Id. No.)
  of incorporation)

                 630 Shore Road, Suite 505, Long Beach, NY 11561
                (Address of Principal Office including Zip Code)

                    Issuer's telephone Number: (516) 431-1942

Indicate by check mark whether the registrant 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 .

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock, $.001 par value 4,081,532 shares at October 31, 2004.

Transitional Small Business Disclosure Format (Check one): Yes NO X


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                  FORM 10-QSB - QUARTER ENDED OCTOBER 31, 2004
                                      INDEX

                                                                       Page

PART I   FINANCIAL INFORMATION.........................................

Item 1.  Financial Statements..........................................
            Balance Sheets at October 31, 2004 and
            April 30, 2004.............................................
         Statements of Operations for the
            Six Months Ended October 31, 2004 and October 31, 2003.....
         Statements of Operations for the
            Three Months Ended October 31, 2004 and October 31, 2003...
         Statements of Stockholders' Equity (Deficiency)
            for the Period May 1, 2003 through October 31, 2004........
         Statements of Cash Flows for the Six Months
            Ended October 31, 2004 and October 31, 2003................
         Notes to Financial Statements.................................
Item 2.  Management's Discussion and Analysis..........................
Item 3.  Controls and Procedures ......................................

PART II  OTHER INFORMATION.............................................

Item 2.  Changes in Securities.........................................
Item 6.  Exhibits and Reports on Form 8-K..............................

             SIGNATURES................................................

             CERTIFICATIONS............................................

             EXHIBITS..................................................



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The  unaudited  balance  sheet of the  Registrant  as of October 31,  2004,  the
audited  balance  sheet at April  30,  2004,  and the  unaudited  statements  of
operations  for the six months  ended  October  31,  2004 and  October  31, 2003
follow.  The  financial  statements  reflect  all  adjustments  that are, in the
opinion of  management,  necessary  to a fair  statement  of the results for the
interim periods presented.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                                 BALANCE SHEETS


                                            October 31,            April 30,
                                                2004                 2004
                                            (unaudited)            audited
                                            -----------           ---------
                                     ASSETS

Current assets:
  Cash                                       $     2,203          $    12,913
  Advance receivable and accrued interest        238,263              247,041
                                               ---------            ---------
     Total current assets                        240,466              259,954
                                               ---------            ---------
     Total assets                            $   240,466          $   259,954
                                               =========            =========


                LIABILITIES and STOCKHOLDERS' EQUITY DEFICIENCY

Current liabilities:
  Accounts Payable and Accrued Expenses      $    23,635          $    22,482
  Due to Officer                                      --               22,556
  Loan payable                                       100                  100
                                                 -------             --------
    Total current liabilities                     23,735               45,138

Stockholders' equity (deficiency):

  Common stock, $.01 par, 10,000,000
   shares authorized; 4,081,532 shares
   issued and outstanding on October 31, 2004
   and 4,071,532 on April 30, 2004                40,811              40,711

  Additional paid-in capital                     378,639             372,683
  Retained earnings(deficit)                    (202,719)           (198,578)
                                                 -------            --------
    Total stockholders' equity (deficiency)      216,731             214,816
                                                 -------            --------
    Total liabilities and stockholders'
     equity (deficiency)                     $   240,466        $    259,954
                                                 =======            ========

See accompanying Notes to Financial Statements


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS
                                    Unaudited

                                                     Six Months Ended
                                                         October 31,
                                                   2004              2003
                                                   ----              ----



Revenue                                         $       -        $       -

Cost of revenue                                         -                -
                                                 --------          -------

Gross profit                                            -                -
                                                 --------          -------

General and administrative expenses:
    Professional fees                              11,473           19,208
    Other                                           1,391            3,986
                                                 --------          -------
                                                   12,864           23,194
                                                 --------         --------
Operating Loss                                   ( 12,864)        ( 23,194)
                                                 --------         --------
Other income (expense):
  Interest income                                   8,723            1,687

Income (Loss) before income taxes                (  4,141)       (  21,507)

Income tax expense:
    Current                                            --               --
    Deferred                                           --               --
                                                  --------         --------
Net Income(loss)                               $ (  4,141)      $(  21,507)
                                                 ========         ========

Loss per share - basic and diluted              $( 0.001)        $  (0.01)
                                                   =====             ====

Weighted average shares outstanding             4,081,532         3,959,465
                                               ==========        ==========

See accompanying Notes to Financial Statements.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS
                                    Unaudited

                                                     Three Months Ended
                                                         October 31,
                                                   2004              2003
                                                   ----              ----



Revenue                                         $       -        $       -

Cost of revenue                                         -                -
                                                 --------          -------

Gross profit                                            -                -
                                                 --------          -------

General and administrative expenses:
    Professional fees                              11,240         ( 22,477)
    Other                                             209            2,884
                                                 --------          -------
                                                   11,449         ( 19,593)
                                                 --------         --------
Operating Loss                                   ( 11,449)        ( 19,593)
                                                 --------         --------
Other income (expense):
  Interest income                                   4,361            1,687

Income (Loss) before income taxes                (  7,088)          21,280

Income tax expense:
    Current                                            --               --
    Deferred                                           --               --
                                                  --------        --------
Net Income(loss)                               $ (  7,088)      $   21,280
                                                 ========         ========

Loss per share - basic and diluted              $( 0.001)        $  (0.01)
                                                   =====             ====

Weighted average shares outstanding             4,081,532         3,959,465
                                               ==========        ==========

See accompanying Notes to Financial Statements.



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
              FOR THE PERIOD MAY 1, 2003 THROUGH OCTOBER 31, 2004


                         Common stock,      Additional   Retained
                            $.01  par        paid-in     earnings
                      Shares       Amount    Capital     (deficit)       Total
                    ---------      ------    -------     --------        -----

Balance 05/01/03    3,857,397   $  38,569 $   85,637   $( 171,562)   $(  47,356)

Shares issued for
 Cash                 204,135       2,042    279,646           --       281,688

Shares issued for
 Services              10,000         100      7,400           --         7,500

Net Loss                   --          --         --   (   27,016)    (  27,016)
                    ---------    --------   --------    ---------      --------
Balance 04/30/04    4,071,532   $  40,711  $ 372,683  $(  198,578)    $ 214,816


Forgiveness of debt        --          --      2,556           --         2,556

Shares issued for
 Cash                  10,000         100      3,400           --         3,500

Net Loss                   --          --         --   (    4,141)     (  4,141)
                    ---------    --------   --------    ---------      --------
Balance 10/31/04    4,081,532   $  40,811  $ 378,639  $(  202,719)    $ 216,731
                    =========    ========   ========     ========      ========


See accompanying Notes to Financial Statements.



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                            STATEMENTS OF CASH FLOWS
                                   Unaudited

                                               Six Months Ended October 31,
                                                 2004               2003
                                                -----               ----
Reconciliation of net loss to net cash
 provided by (used in) operating
   activities:

Net gain/(loss)                              $(  4,141)        $(   21,507)
                                               --------           --------
Adjustments to reconcile net loss to
 net cash provided by (used in)
 operating activities:
   Accounts payable                               1,154             17,878
   Due to officer                                    --         (   27,444)
   Advances Receivable                           17,500         (  253,080)
   Interest receivable                         (  8,723)        (    1,687)
                                               --------          ---------
       Total adjustments                          9,931         (  264,333)
                                               --------          ---------
Net cash provided by (used in)
   operating activities                           5,790          ( 285,840)
                                               --------          ---------
Investing activities:

   Net cash used by investing activities             --                 --
                                               --------           --------
Financing activities:
    Proceeds from issuance of common stock        3,500            281,688
    Loan payable                               ( 20,000)                --
                                               --------           --------
  Net cash provided by financing activities    ( 16,500)           281,688
                                               --------           --------

Increase (decrease) in cash, net               ( 10,710)          (  4,152)
Cash, beginning of period                        12,913              4,861
                                               --------           --------
Cash, end of period                          $    2,203         $      709
                                               ========           ========

Cash paid during the three months ended October 31:

                                            2004           2003

Interest paid                                -0-           - 0-
Income Taxes                                 -0-           - 0-


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

FOR THE SIX MONTHS ENDED OCTOBER 31, 2004:


See accompanying Notes to Financial Statements.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BUSINESS

The  Company was  incorporated  in New Jersey on May 6, 1959.  Until  1986,  the
Company  was  engaged  in the  marketing  and sale of a line of  semiconductors,
transistors,  diodes and  rectifiers  and, to a lesser extent,  other  ancillary
related electronic products.  Because of sustained operating losses, the Company
discontinued  this line of operation and filed a plan of  reorganization  (under
Chapter 11) with the United States  Bankruptcy Court for the Eastern District of
New York, on April 30, 1990. The Company's Plan of Reorganization  was confirmed
by the United States  Bankruptcy  Court for the Eastern  District of New York on
April 30, 1990 and consummated on June 2, 1992.

For at least the last three fiscal  years,  the Company has  essentially  been a
"shell" corporation with no assets and limited liabilities.  During this period,
the  Company's  management  limited  the  Company's  activities  to  seeking  to
consummate a business  combination  with a profitable  privately  owned company.
Despite several attempts,  no business  combination was concluded by the Company
during the four fiscal  years ended April 30, 2004.  Subsequent  to the year end
the Company has entered into a reverse  merger  agreement  with a Swiss  Company
(See note 6).

Accordingly,  the Company may be deemed to be a blank check company.  As defined
in Section  7(b)(3) of the  Securities  Act of 1933,  as amended (the "Act"),  a
"blank  check"  company is a  development  stage  company  that has no  specific
business plan or purpose or has indicated that its business plan is to engage in
a merger or an  acquisition  with an  unidentified  company or companies  and is
issuing  "penny stock"  securities as defined in Rule 3(a)(51) of the Securities
Exchange Act of 1934,  as amended (the "34 Act").  The  Securities  and Exchange
Commission and many states have enacted statutes, rules and regulations limiting
the sale of securities of blank check companies.

NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

Use of Estimates in the Preparation of Financial Statements

The  preparation  of financial  statements,  in  conformity  with the  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less,  when  purchased,  to be cash  equivalents.  The carrying amount
reported in the balance  sheet for cash and cash  equivalents  approximates  its
fair values.

Inventories

The Company's  policy of  accounting  for inventory is to use the First In First
Out method.



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

Property and Equipment

Property and equipment are recorded at cost.  Depreciation is computed using the
straight-line  method over the  estimated  useful  lives of the  related  assets
ranging  from  three to five  years.  Property  held  under  capital  leases  is
amortized over the lesser of the lease term or their estimated useful lives.

Long-Lived Assets

The Company  follows the  provisions  of the  Statement of Financial  Accounting
Standards  ("SFAS") No. 121 "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived  Assets to be disposed of". SFAS 121  establishes  accounting
standards  for the  impairment  of  long-lived  assets and certain  identifiable
intangibles  to  be  held  and  used  and  for  long-lived  assets  and  certain
identifiable intangibles to be disposed of.

The Company  reviews the  carrying  values of its  long-lived  and  identifiable
intangible  assets  for  possible  impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of the  assets  may not be
recoverable.

Income Taxes

Income taxes are accounted for under the asset and  liability  method.  Deferred
tax  assets  and  liabilities   are  recognized  for  future  tax   consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carry-forwards.  Deferred  tax assets and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.

Non-monetary Transactions

The accounting for non-monetary assets is based on the fair values of the assets
involved.  Cost  of a  non-monetary  asset  acquired  in  exchange  for  another
non-monetary  asset is  recorded at the fair value of the asset  surrendered  to
obtain it. The difference in the costs of the assets  exchanged is recognized as
a gain or loss. The fair value of the asset received is used to measure the cost
if it is more clearly evident than the fair value of asset surrendered.

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

Stock-Based Compensation

The  Company had adopted  SFAS 123 and has  adopted the  amendments  to SFAS 123
disclosure  provisions  required  under SFAS 148. The Company  will  continue to
account for  stock-based  compensation  utilizing the intrinsic value method per
Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued
to Employees. Under this policy:

1. Compensation costs are recognized as an expense over the period of employment
attributable to the employee stock options.

2. Stocks  issued in  accordance  with a plan for past or future  services of an
employee are allocated between the expired costs and future costs.  Future costs
are charged to the periods in which the services are performed.

Pursuant to the  disclosure  requirements  of SFAS 148, the Company  provides an
expanded reconciliation for all periods presented Note 9.

Earnings per Share

The Company  follows the  Statement of Financial  Accounting  Standards No. 128,
Earnings Per Share ("SFAS No. 128").  SFAS No. 128 requires the  presentation of
both basic and diluted earnings per share.



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 3. GOING CONCERN BASIS AND FUTURE PLANS

The accompanying consolidated financial statements have been prepared on a going
concern basis which  contemplates  the realization of assets and satisfaction of
liabilities in the normal course of business.

Orion has not realized any material revenues for the three years ended April 30,
2004,  and the  consolidated  statement of retained  earnings for the year ended
April 30, 2004 reflect a retained deficit of $198,578. The Company also has been
entirely supported by its majority shareholder.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


NOTE 4. PENDING BUSINESS COMBINATION

On September 15, 2004, the Registrant, and the holders of all of the outstanding
capital  stock (the  "Holders")  of Ovale S.A., a Swiss  corporation  ("Ovale"),
entered into a Share  Exchange  Agreement  that  amended,  restated and replaced
their prior  agreements  (the "New  Agreement").  Which,  when completed will be
accounted  for as a Reverse  Acquisition.  Pursuant  to the New  Agreement,  the
Holders agreed to tender to the Registrant all of the 100 issued and outstanding
shares of Class A common stock,  1,000 CHF (i.e.,  Swiss Francs) par value,  and
all 150 issued and  outstanding  shares of Class B common  stock,  5,000 CHF par
value,  of Ovale in exchange  for an aggregate  of  10,608,100  shares of common
stock of the Registrant.

In addition,  certain Class A Shareholders of Ovale who borrowed CHF 50,000 from
the Registrant in June, 2003 (the "June Borrowers") and Vladimir Fabert, Ovale's
President and  principal  stockholder  ("Fabert")  who arranged for a loan to be
made to Ovale for a maximum of (euro)700,000  (the  "Fabert-Ovale  Loan") agreed
that at the closing:  (i) Fabert  shall accept 1.667 shares of the  Registrant's
common  stock for each Euro lent to Ovale by the  Registrant  as  payment of the
Fabert-Ovale  Loan;  and (ii) the  June  Borrowers  shall  accept  CHF50,000  as
additional  payment for their Class A Ovale shares in full satisfaction of their
loan. The foregoing is hereinafter referred to as the (the "Share Exchange"). As
a result,  and at the closing of the Share Exchange,  Ovale will become a wholly
owed  subsidiary  of the  Registrant,  and the  Holders  will  collectively  own
approximately 75% of the total number of shares of the Registrant's common stock
expected to be issued and outstanding as of that date. The transaction  with the
Holders is being accounted for as a reverse  acquisition.  The Agreement,  which
contains the customary representations and warranties, requires Ovale to furnish
the Registrant with audited financial  statements.  Following the closing of the
Share  Exchange  with  Ovale,  of which there can be no  assurance:  (i) Messrs.
Vladimir Fabert and Gilles Neveau will be elected as the Registrant's  principal
executive officers and as members of the Registrant's  Board of Directors;  (ii)
the  Registrant  will elect a Chief  Financial  Officer;  (iii) Irwin Pearl will
remain  as a  member  of the  Registrant's  Board  of  Directors;  and  (iv) the
Registrant  will become  principally  engaged in the design and  distribution of
high quality infant clothing, gifts and accessories.

On November 8, 2004,  the  Registrant,  Ovale and the  Holders  entered  into an
amendment (the "Amendment") to the New Agreement. Pursuant to the Amendment, the
parties  agreed to consummate the business  combination  made the subject of the
New Agreement in two closings. At the first closing,  scheduled to take place as
soon as  practicable,  the  Registrant  shall cause the  original  issuance  and
delivery to a designated  Swiss escrow agent of an aggregate of 5,900,000 shares
of its common  stock,  $.01 par value per share.  Such  shares are to be held in
escrow  until the  completion  of all but three of the  conditions  precedent to
closing enumerated in the New Agreement have been satisfied. The remaining three
conditions,  i.e., the delivery of the Ovale financials  statements  required by
the New Agreement, the authorization from the Registrant's shareholders to amend
its  charter  and the filing of an  appropriate  amendment  to the  Registrant's
Certificate of Incorporation  are to be satisfied at the second closing.  At the
second closing,  the Registrant shall deliver the remaining  5,875,000 shares of
its common stock, $.01 par value per share to the individual Ovale  shareholders
in exchange for all of the Ovale shares being held in escrow by the Swiss escrow
agent.  Finally, the Amendment provided that the Registrant's Board of Directors
shall  remain in tact  until the second  closing.  On  November  19,  2004,  the
Registrant  caused  the  original  issuance  and  delivery  into  escrow  of the
5,900,0000 shares of its common stock necessary to implement the first closing.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Private  Securities  Litigation  Reform Act of 1995  contains  "safe harbor"
provisions   regarding   forward-looking   statements.   Except  for  historical
information contained herein, the matters discussed in the Liquidity and Capital
Resources  section below contain  potential risks and  uncertainties  including,
without  limitation,  risks related to the Registrant's  ability to successfully
identify  potential  merger  partners,  retain  key  employees  and  settle  any
outstanding  debts.  The  Registrant  will need to attract  partners in order to
execute its revised  business  strategy,  and there can be no assurance that the
Registrant will be successful in attracting such partners.

Results of Operations

Revenues.  The  Registrant  had no revenues  during  either the six month period
ended  October 31, 2004 ("6M4") or the six month  period ended  October 31, 2003
("6M3").

Commencing on November 30, 2001,  the  Registrant's  general and  administrative
expenses were entirely  attributable  to keeping the  Registrant  current in its
reporting  obligation under the 34 Act, its tax and good standing obligations to
the State of New  Jersey,  the  payment of  transfer  agent fees and  incidental
overhead expenses.

During the six month period ending  October 31, 2004,  and 2003,  the Registrant
recognized a net loss of $4,141 and $21,507,  respectively.  The only income was
attributable to interest income accrued on a note  receivable.  The net loss was
principally the result of accrued  franchise tax obligations,  professional fees
and related overhead expenses. The amount of general and administrative expenses
in 6M4 and 6M3 were $12,864 and $23,194 , respectively.  The Registrant does not
anticipate sales of any products or service in the foreseeable future other than
those of a potential merger partner.

During the six month period ended October 31, 2004, the Registrant experienced a
$10,330 or 45% decrease in general and  administrative  expenses.  This decrease
was principally  attributable to expenses  pertaining to professional  services.
During the two fiscal years ended April 30, 2004, the economic  viability of the
Registrant  was and  continues to be entirely  dependent  upon the  Registrant's
ability to raise capital through private  offerings,  loans and the consummation
of a business combination.


Financial Condition

As of October 31, 2004, the Registrant had cash of $2,203. As of April 30, 2004,
and principally as a result of the Registrant's  private  placement of 1,000,000
shares at $.05 per share, the Registrant has cash of $12,913.

During the fiscal  year ended April 30,  2004 we lent the  prospective  business
combination  company (Ovale)  $253,080 of which $17,500 was repaid in the fiscal
year  ending  April 30, 2004 and an  additional  $17,500 was repaid in the three
months  ended  July 31,  2004.  The loan is due over a period  of two  years and
yields interest at 8% per annum.

The Registrant's  current liabilities as of October 31, 2004 and April 30, 2004,
were $23,735 and $45,138,  respectively.  The decrease was  primarily due to the
payment of $20,000 due to a former  officer and the  forgiveness of debt to this
officer in the amount of $2,556.

The  Registrant is  authorized  to issue up to  10,000,000  shares of its Common
Stock. As of October 31, 2004,  there were 4,081,532  shares of the Registrant's
Common Stock issued and  outstanding,  and increase of 214,135 shares from April
30, 2003.

Employees

Other than the  non-compensated  officers of the  Registrant  there are no other
employees.

Capital Expenditures

The Registrant did not have any material commitments for capital expenditures at
April 30, 2004 or 2003.

Effects of Inflation

The Registrant  believes that the relatively moderate rate of inflation over the
past few years has not had a significant  impact on the  Registrant's  financial
position or operating results.


ITEM 3. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The  Registrant  maintains  controls  and  procedures  designed  to ensure  that
information required to be disclosed in the reports that the Registrant files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in the rules and forms of the  Securities and
Exchange  Commission.   Based  upon  their  evaluation  of  those  controls  and
procedures performed within 90 days of the filing date of this report, the Chief
Executive and Chief  Financial  officers of the  Registrant  concluded  that the
Registrant's disclosure controls and procedures were adequate.

(b) Changes in Internal Controls

The Registrant made no significant  changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the  evaluation of those  controls by the Chief  Executive  and Chief  Financial
officers.


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The  Registrant  has been named in an action  commenced  by Joseph  Petito,  the
former  President  and  principal  stockholder  of the  Registrant in the United
States District Court,  Eastern  District of New York,  Index No. 03 CV 5024. In
addition  to the  Registrant,  the  complaint  names James T.  Patten,  Roger M.
Rosenberg,  Irwin  Pearl,  Judy  Cabrera,  Thomas F. Ryan,  Stan Smith,  Greater
Metropolitan  Investment  Services,  Inc. and several  unnamed  individuals  and
entities.  The plaintiff is seeking  monetary damages for breach of contract and
injunctive relief, and alleges fraud and deceit by defendants Patten,  Rosenberg
and Pearl. The Registrant and Mr. Pearl,  the only two defendants  served in the
action, have entered into two separate  stipulations  extending the deadline for
defendants to respond to May 17, 2004. The Registrant  denies all allegations in
the complaint other than it owes  approximately  $22,000 to Mr. Petito under the
November 30, 2001  Settlement  Agreement with Mr. Petito.  In the quarter ending
July 31, 2004 the Company  settled with Mr. Petito and the amount of $20,000 was
paid which satisfied the debt in full.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

       31   Certification Pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002

       32   Certification Pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002

(b) Reports on Form 8-K:

During the six months covered by this Report, the Registrant filed one Report on
Form 8-K, its Form 8-K dated September 15, 2004,  reporting the execution of the
September 15, 2004 Share Exchange Agreement with Ovale, S.A.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

ORION DIVERSIFIED TECHNOLOGIES, INC.

By:  /s/ Irwin Pearl
------------------------------------
Irwin Pearl, Chief Executive Officer

December 15, 2004