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

                                   FORM 10-QSB
(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JULY 31, 1997

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the transition period from __________________ to _________________

Commission File No. 0-4006

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                 ( Name of Small Business Issuer in its charter)

           New Jersey                                          22-1637978
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification Number)

  80 Raynor Avenue, Ronkonkoma New York                           11779
(Address of Principal Executive Offices)                       (Zip Code)

                                 (516) 467-2301
                 (Issuer's Telephone Number Including Area Code)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter period that the registration was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                            YES _X_           NO ___

                APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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     Indicate by check mark whether the  Registrant  has filed all documents and
reports required to be filed by Section 12,13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.

                            YES _X_           NO ___

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

                 Common Stock, $.01 Par Value, 1,844,397 shares


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                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                FOR THE THREE MONTHS ENDED JULY 31, 1997 AND 1996
                                  BALANCE SHEET


                                                   (Unaudited)      (Unaudited)
                                                  July 31, 1997    July 31, 1996
                                                  -------------    -------------
                           ASSETS
Current Assets:
         Cash                                                 0               0
         Maintenance Receivables                              0               0
         Inventory                                      104,101         104,101
         Rent Receivable                                      0               0
         Due from Michaels Associates                         0               0
                                                       --------        --------
         Net to allow for bad debts of $242,000                      
                  Total Current Assets                  104,101         104,101
                                                       --------        --------
Property:                                                            
         Land                                                 0               0
         Buildings (Net)                                      0               0
                                                              0               0
                                                       --------        --------
Other Assets:                                                        
         Cash - Capital Reserve                               0               0
         Excess of Cost Over Net Assets Acquired              0               0
         Security Deposit                                     0               0
                                                       --------        --------
                  Total Assets                          104,101         104,101
                                                       --------        --------
                                                                     
         LIABILITIES & STOCKHOLDERS EQUITY                           
                                                                     
Current Liabilities                                                  
         Accounts Payable and Accrued Expenses            5,000           5,000
         Due to Officers                                123,862         123,712
         Payroll Taxes Payable - Chapter XI             137,465         137,465
         Payroll Taxes Payable                                0               0
                                                       --------        --------
                                                        266,327         266,177
                                                       --------        --------
         LONG TERM DEBT                                              
                                                                     
Mortgage Payable                                                     
         Total Liabilities                                    0               0
                  Total Liabilities                     266,327         266,177
Minority Interest in Subsidiary                               0               0
                                                       --------        --------
                                                                     
Stockholders Equity                                                  
         Common Stock, Par Value $.01                   184,443          18,443
         Paid-In Capital                                  3,737           3,737
         Deficit                                       (184,402)       (184,256)
                                                       --------        --------
Total Stockholders Equity                              (162,226)       (162,076)
                                                       --------        --------
Total Liabilities & Stockholders Equity                 104,101         104,101
                                                       --------        --------


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                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS
                  THE THREE MONTHS ENDED JULY 31, 1997 AND 1996

                                                       (Unaudited)   (Unaudited)
INCOME                                                     1997         1996
------                                                  ---------     ---------

Revenues
         Maintenance Fees                                       0             0
                                                        ---------     ---------

Costs & Expenses
         General & Administrative                               0             0
         Interest                                               0             0
         Depreciation & Amortization                            0             0
                                                        ---------     ---------

                  Total Costs & Expenses                        0             0
                                                        ---------     ---------

         Loss Before Minority Interest                          0             0

                  Net Loss                                      0             0
                                                        ---------     ---------

Net Loss Per Common Share                                       0             0
                                                        ---------     ---------

Weighted Average Number of Common Shares                1,844,397     1,844,397
                                                        ---------     ---------




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<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY
                      THE THREE MONTHS ENDED JULY 31, 1997

                                            Additional
                          Common Stock        Paid In   Accumulated
                       Shares      Amount     Capital    Deficient       Total
                       ------      ------     -------    ---------       -----

Balance 4/30/96      1,844,397   $  18,443   $   3,373   $(184,256)   $(162,076)

Loss For Period                                                150)   $    (150)
                     ---------------------------------------------    ---------

Balance 4/30/97      1,844,397   $  18,447   $   3,373   $ 184,406    $(162,226)
                     ---------------------------------------------    ---------



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<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                           STATEMENT OF CASH FLOWS FOR
                  THE THREE MONTHS ENDED JULY 31, 1997 AND 1996

                                                       (Unaudited)  (Unaudited)
                                                          1997         1996
                                                          ----         ----

Cash Flow from Operating Activities

         Net Loss                                           0            0   
                                                                        
Adjustments to Reconcile Net Loss                                       
to Net Cash Provided by (Used For)                                      
Operating Activities                                                    
                                                                        
Depreciation & Amortization                                 0            0
Minority in Net Loss of Subsidiary                          0            0
                                                                        
Changes in Assets & Liabilities                                         
         Accounts Receivable                                0            0
         Rent Receivables                                   0            0
         Due From Michaels Associates                       0            0
         Purchase of Equipment                              0            0
         Provision for Bad Debts                            0            0
         Accounts Payable & Accrued Expenses                0            0
         Payroll Taxes Payable                              0            0
         Due to Officers                                    0            0
         Mortgage Payable                                   0            0
         Capital Reduction                                  0            0
         Land                                               0            0
         Building                                           0            0
         Other Assets                                       0            0
         Loan Payable - Other                               0            0
                                                          ----         ----
                                                                         
         Net Cash Provided By (Used In) Operations          0            0
                                                          ----         ----
                                                                         
Net Increase/Decrease in Cash                               0            0
                                                          ----         ----
                                                                         
Cash - Beginning                                            0            0
                                                          ----         ----
                                                                         
Cash - Ending                                               0            0
                                                          ----         ----
                                                                         
                                                                     

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<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                           STATEMENT OF CASH FLOWS FOR
                  THE THREE MONTHS ENDED JULY 31, 1997 AND 1996

                                                 (Unaudited)       (Unaudited)
                                                    1997               1996
                                                    ----               ----

Supplemental Disclosure of Cash Flow
 Information:

         Cash Paid During the Period                  0                  0
                                                    ----               ----




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<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                   NOTES TO FINANCIAL STATEMENTS JULY 31, 1997

NOTE I - SUMMARY OF SIGNIFICANT ACCOUNT PRINCIPLES

(a)  General

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
in  accordance  with the  instruction  to Form  10-Q.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  the interim financial statements include all adjustments  necessary
in order to make the  consolidated  financial  statements  not  misleading.  The
results  of  operations  for the  three  months  ended  July 31,  1997,  are not
necessarily  indicative  of the  results to be expected  for the full year.  For
further  information,  refer to the Company's audited  financial  statements and
footnotes  thereto as April 30,  1997,  included in its Form 10-K filed with the
Securities and Exchange Commission.

Although the Company ostensibly still sells semiconductors,  no revenue from its
activity was received during the three months ended July 31, 1997.  Accordingly,
and in light of the fact that the Company  has not  received  any  semiconductor
income  for  three  months  and  in any  subsequent  business  combination,  the
Company's  $104,101  inventory of  semiconductors is likely to be transferred to
the Company's  President,  in partial  consideration  for his  assumption of the
Company's  $261,177 in liabilities,  it should be considered that the Company no
longer is engaged in this line of business.

NOTE 2 - PAYROLL TAXES - CHAPTER 11

In connection with the Plan of Reorganization,  payroll taxes are due within six
years  from  April  23,  1986,  the  date of  assessment.  Accordingly,  the tax
liability, which includes accrued interest, is classified as current.

As indicated in Note 1, it is expected  that this  liability  will be assumed by
the Company's  President in  connection  with the  Company's  preparation  for a
reverse  merger  transaction.  It is  expected  that the  Company  will  receive
indemnification for Mr. Petito.

NOTE 3 - COMMON STOCK PURCHASE WARRANTS

In accordance with the Plan of  Reorganization,  905,262  redeemable Class A and
Class B Purchase  Warrants were issued between  September 19, 1990, and December
30, 1990.  Each  Warrant  entitles the holder to purchase one "new" share of the
Company's  stock for each warrant that is exercised.  The exercise  price of the
Class A and Class B Warrants are


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$2.50 and $3.50, respectively.  The expiration date for both Classes of Warrants
was extended to December 31, 1997, by the Board of Directors.

As of July 31, 1997 and 1996,  903,761 Class A and 905,262 Class B Warrants were
outstanding.

NOTE 4 - RELATED PARTY TRANSACTIONS

(a)  Transactions with Management

The Company has agreed to certain transactions with Joseph Petito, the Company's
President,   Chief  Operating  Officer,  Chairman  of  the  Board  and  majority
Shareholder. Such transactions are described below:

1. Facilities

The  Company's  President  has  arranged for the Company to conduct its business
affairs on the premises of a company  controlled by the President and located in
Ronkonkoma,  New York. Said premises and office equipment is being utilized on a
rent free basis.

2. Compensation and Other Costs

The Company has had minor sales and on other income since the  relocation of its
offices.  As a result,  virtually all of the Company's  operating  expenses have
been advanced by Mr. Petito.

Costs  advanced to the Company by Mr. Petito for the three months ended July 31,
1997, amount to $2,300.

On June 2, 1990, the Board of Directors  agreed to provide  compensation  to Mr.
Petito,  at the rate of $1,500 per week.  On May 2, 1994,  Mr.  Petito agreed to
forego the $1,500  weekly  compensation  until the Company  shows a  significant
upward trend in its results of operations.

3. Due to Officer

The details of the Due to Officer Account are as follows:

                                       Salary          Advances          Total

    Balance - April 30, 1997          78,000           45,862           123,862
                                      -----------------------------------------

    Balance - July 31, 1997           78,000           45,862           123,862
                                      -----------------------------------------


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Management's Discussion and Analysis of Plan of Operations

During the three months ended July 31, 1997,  the Company  experienced  a $0 net
loss without any revenues.  The Company's de minimus general and  administrative
expenses were in turn due to the Company's  President,  Joseph Petito,  allowing
the  Company to operate on a rent free  basis in the  premises  of an  otherwise
non-affiliated privately owned entity controlled by Mr. Petito's family.

The  drastic  reduction  in both the  Company's  gross  revenue  and general and
administrative  expenses was entirely  attributable to the Company's January 11,
1996  divestiture  of NGO. The  divestiture  left the Company  without  material
assets or capital  resources.  Accordingly,  the continued economic viability of
the Company is entirely  dependent upon Mr.  Petito's  continued  funding of the
Company's expenses and providing the Company with rent free premises and the use
of office equipment.

There can be no assurance  whatsoever  that  management  will be  successful  in
consummating a business combination during the foreseeable future.  However, and
based upon  management's  recent  success in attracting  potentially  acceptable
business combination partners, management is still reasonably optimistic that it
can reach a preliminary meeting of the minds with a business combination partner
prior to the end of the 1998 calendar year.


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<PAGE>



                           PART II - OTHER INFORMATION

     Item 5 - Exhibits and Reports on Form 8-K

          (a)  Exhibits - None

          (b)  Reports on Form 8-K - None

                                   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.

Dated: December 26, 1997

                                   Orion Diverisfied Technologies, Inc.


                                   By:__________________________________________
                                       Joseph Petito, President, Chief Executive
                                       Officer and Chief Financial Officer




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