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, 2005
 
 .............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 7,312,532 shares at December 14, 2005.
 
 Transitional
Small Business Disclosure Format (Check one): Yes  No X
 
  
  
 
 ORION
DIVERSIFIED TECHNOLOGIES, INC.
 FORM
10-QSB - QUARTER ENDED OCTOTER 31, 2005
 INDEX
 
 
 PART
      I
    FINANCIAL
      INFORMATIONItem
      1.
    Financial
      StatementsBalance
      Sheets at October 31, 2005 and April 30, 2005Statements
      of Operations for the Six Months Ended October 31, 2005 and 2004Statements
      of Operations for the Three Months Ended October 31, 2005 and
      2004Statements
      of Stockholders' Equity (Deficiencyfor
      the Period May 1, 2005 through October 31, 2005)Statements
      of Cash Flows for the Six Months Ended October 31, 2005 and
      2004Notes
      to Financial StatementsItem
      2.
    Management's
      Discussion and AnalysisItem
      3.
    Controls
      and ProceduresPART
      II
    OTHER
      INFORMATIONItem
      2.
    Changes
      in SecuritiesItem
      6.
    Exhibits
      and Reports on Form 8-KSIGNATURESCERTIFICATIONSEXHIBITS
 
 
 
  
  
 PART I -
FINANCIAL INFORMATION
 
 ITEM 1.
FINANCIAL STATEMENTS
 
 The
unaudited balance sheet of the Registrant as of October 31, 2005, the audited
balance sheet at April 30, 2005, and the unaudited statements of operations for
the six months ended October 31, 2005 and October 31, 2004 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
      SHEETSOctober
      31,
    
    April
      30,2005
    
    2005(unaudited)
    
    (audited)ASSETSCurrent
      assets:Cash
    
    $
    1,363
    
    $
    1,453Advance
      receivable and accrued interest
    
    
    786,480
    
    
    790,757Total
      current assets
    
    
    787,843
    
    
    792,210Equity
      interest- Ovale
    
    
    949,486
    
    
    949,486Total
      assets
    
    $
    1,737,329
    
    $
    1,741,696LIABILITIES
      AND STOCKHOLDERS’ EQUITY DEFICIENCYCurrent
      liabilities:Accounts
      payable and accrued expenses
    
    $
    30,524
    
    $
    33,513Loan
      payable
    
    
    100
    
    
    100Total
      current liabilities
    
    
    30,624
    
    
    33,613Stockholders'
      equity (deficiency):Common
      stock, par value $.01 per share, authorized 10,000,000 shares, issued and
      outstanding 7,312,532 shares at October 31, 2005 and April 30, 2005,
      respectively.
    
    
    73,121
    
    
    73,121Additional
      paid-in capital
    
    
    1,839,585
    
    
    1,839,585Retained
      earnings (deficit)
    
    
    (206,001
    )
    
    (204,623
    )Total
      stockholder’ equity (deficiency)
    
    
    1,706,705
    
    
    1,708,083Total
      liabilities & stockholders equity
    
    $
    1,737,329
    
    $
    1,741,696The
      accompanying notes are an integral part of these financial
      statements.
 
  
  
 
 ORION
      DIVERSIFIED TECHNOLOGIES, INC.STATEMENTS
      OF OPERATIONSUNAUDITEDSix
      Months Ended
    
    Six
      Months EndedOctober
      31, 2005
    
    October
      31, 2004Income:Revenue
    
    $
    --
    
    $
    --Cost
      of revenue
    
    
    --
    
    
    --Gross
      profit
    
    
    --
    
    
    --General
      and administrative expenses:Professional
      fees
    
    
    8,520
    
    
    11,473Other
    
    
    1,581
    
    
    1,39110,101
    
    
    12,864Gain/(loss)
      before taxes
    
    
    (10,101
    )
    
    (12,864
    )Other
      income (expense):Interest
      income
    
    
    8,723
    
    
    8,723Income
      tax expense:Current
    
    
    --
    
    
    --Deferred
    
    
    --
    
    
    --Net
      income (loss)
    
    $
    (1,378
    )
    $
    (4,141
    )Loss
      per share - basic and diluted
    
    
    N/A
    
    
    N/AWeighted
      average shares outstanding-
    
    
    7,312,532
    
    
    4,081,532The
      accompanying notes are an integral part of these financial
      statements.
 
 
  
  
 ORION
      DIVERSIFIED TECHNOLOGIES, INC.STATEMENTS
      OF OPERATIONSUNAUDITEDThree
      Months Ended
    
    Three
      Months EndedOctober
      31, 2005
    
    October
      31, 2004Income:Revenue
    
    
    --
    
    
    --Cost
      of revenue
    
    
    --
    
    
    --Gross
      profit
    
    
    --
    
    
    --General
      and administrative expenses:Professional
      fees
    
    
    11,111
    
    
    11,240Other
    
    
    50
    
    
    20911,161
    
    
    11,449Gain/(loss)
      before taxes
    
    
    (11,161
    )
    
    (11,449
    )Other
      income (expense):Interest
      income
    
    
    4,362
    
    
    4,361Income
      tax expense:Current
    
    
    --
    
    
    --Deferred
    
    
    --
    
    
    --Net
      income (loss)
    
    $
    (6,799
    )
    $
    (7,088
    )Loss
      per share - basic and diluted
    
    
    N/A
    
    
    N/AWeighted
      average shares outstanding-
    
    
    7,312,532
    
    
    4,081,532The
      accompanying notes are an integral part of these financial
      statements.
 
  
  
 
 ORION
      DIVERSIFIED TECHNOLOGIES, INC.STATEMENTS
      OF STOCKHOLDERS' EQUITY (DEFICIENCY)FOR
      THE PERIOD MAY 1, 2005 THROUGH OCTOBER 31, 2005Common
      stock,
      $.01
      par
    Additional
    RetainedPaid-in
    earningsShares
    Amount
    Capital
    (deficit)
    TotalBalance
      May 1, 2005
    7,312,532
    $
      73,121
    $
      1,839,585
    $ (
      204,623)
    $
      1,708,083Net
      Loss
    --
    --
    --
    (1,378)
    (1,378)Balance
      October 31, 2005
    7,312,532
    $73,121
    $1,839,585
    $
      (206,001)
    $1,706,705See
      accompanying notes to financial statements
 
 
  
  
 ORION
      DIVERSIFIED TECHNOLOGIES, INC.STATEMENTS
      OF CASH FLOWSUnauditedSix
      Months Ended October 312005
    
    2004Reconciliation
      of net loss to net cash provided by (used in) operating
      activities:Net
      gain(loss)
    
    $
    (1,378
    )
    $
    (4,141
    )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Accounts
      payable
    
    
    (
      2,989
    )
    
    1,154Accrued
      interest receivable - Ovale
    
    
    (
      8,723
    )
    
    (
      8,723
    )Advances
      receivable
    
    
    13,000
    
    
    17,500Total
      adjustments
    
    
    1,288
    
    
    9,931Net
      cash provided by (used in) operating activities
    
    
    (90
    )
    
    5,790Investing
      activities:Net
      cash used by investing activities
    
    
    --
    
    
    --Financing
      activities:Proceeds
      from issuance of common stock
    
    
    --
    
    
    3,500Loan
      payable
    
    
    --
    
    
    (20,000
    )Net
      cash provided by financing activities
    
    
    --
    
    
    (16,500
    )Increase
      (decrease) in cash, net
    
    
    (
      90
    )
    
    (
      10,710
    )Cash,
      beginning of period
    
    
    1,453
    
    
    12,913Cash,
      end of period
    
    $
    1,363
    
    $
    2,203Cash
      paid during the six months ended October 31:2005
    
    
    2004Interest
      paid
    
    
    -0-
    
    
    -0-Income
      taxes
    
    
    -0-
    
    
    -0-SUPPLEMENTAL
      SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:FOR
      THE SIX MONTHS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004:
      
      For
      the six months ended October 31, 2005 and 2004 there were no non-cash
      transactions.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.
 
 Until
September 15, 2004, the Company has essentially been a “shell” corporation with
no assets and limited liabilities. During the 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 five fiscal years ended
April 30, 2005. On September 15, 2004 the Company has entered into a reverse
merger agreement with a Swiss Company (See note 4).
 
 
 Accordingly
and until September 15, 2004 the Company may have been 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 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.
 
 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.
 
 New
Accounting Pronouncements
 
 In
December 2004, the FASB issued SFAS No.123 (revised 2004), “Shared-Based
Payment” (“SFAS 123R), which replaces SFAS No. 123, “Accounting for Stock-Based
Compensation” (“FAS 123”) and supercedes APB Opinion No. 25, “Accounting for
Stock Issued to Employees. “SFAS 123R requires that all share-based payments to
employees, including grants of employee stock options, be recognized in the
financial statements based on their fair values, beginning with the first
interim or annual period after June 15, 2005, with early adoption encouraged.
The pro forma disclosures previously permitted under SFAS 123, no longer will be
an alternative to financial statement recognition. We are required to adopt SFAS
123R in the third quarter of 2005. Under SFAS 123R, we must determine the
appropriate fair value model to be used in valuing share-based payments, the
amortization method for compensation cost and the transition method to be used
at the date of adoption. Upon adoption, we may choose from two transition
methods: the modified-prospective transition approach or the
modified-retroactive transition approach. Under the modified-prospective
transition approach we would be required to recognize compensation cost for
awards that were granted prior to, but not vested as of the date of adoption.
Prior periods remain unchanged and pro forma disclosures previously required by
SFAS No. 123 continue to be required. Under the modified-retrospective
transition method, we would be required to restate prior periods by recognizing
compensation cost in the amounts previously reported in the pro forma disclosure
under SFAS No. 123. Under this method, we would be permitted to apply this
presentation to all periods presented or to the start of the fiscal year in
which SFAS No. 123R is adopted. We would also be required to follow the same
guidelines as in the modified-prospective transition method for awards granted
subsequent to adoption and those that were granted and not yet vested. We are
currently evaluating the requirements of SFAS 123R and its impact on our
consolidated results of operations and earnings per share. We have not yet
determined the method of adoption or the effect of adopting SFAS 123R, and it
has not been determined whether the adoption will result in amounts similar to
the current pro forma disclosures under SFAS 123.
 
 In
December 2004, the FASB issued Staff Position (“FSP”) No. 109-2, “Accounting and
Disclosure Guidance for the Foreign Earnings Repatriation Provision within the
American Jobs Creation Act of 2004” (“FSP 109-2”). This position provides
guidance under FASB Statement No. 109 (“SFAS 109”), “Accounting for Income
Taxes”, with respect to recording the potential impact of the repatriation
provisions of the American Jobs Creation Act of 2004 (the “Jobs Act”) on
enterprises’ income tax expense and deferred tax liability. The Jobs Act was
enacted on October 22, 2004. FSP 109-2 states that an enterprise is allowed time
beyond the financial reporting period of enactment to evaluate the effect of the
Jobs Act on its plan for reinvestment or repatriation of foreign earnings for
purposes of applying SFAS 109. The Company does not have accumulated income
earned abroad and The Act and the FSP No. 109-2 do not have any effect on the
Company’s financial statements.
 
 In
December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets -
An Amendment of APB Opinon No. 29, Accounting for Nonmonetary Transactions,”
(“SFAS 153”). SFAS 153 eliminates the exception from fair value measurement for
nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB
Opinion No. 29, “Accounting for Nonmonetary Transactions,” and replaces it with
an exception for exchanges that do not have commercial substance. SFAS 153
specifies that a nonmonetary exchange have commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange. SFAS 153 is effective for fiscal periods beginning after June 15,
2005. We have considered SFAS 153 and have determined that this pronouncement is
not applicable to our current operations.
 
 *FASB
Interpretation No. 46R, Consolidation of Variable Interest Entities - An
Interpretation of ARB51* The FASB
finalized FIN 46R in December 2003. FIN 46R expands the scope of ARB51 and
various EITFs and can require consolidation of legal structures, called *Variable
Interest Entities (VIEs).* Companies with investments in *Specia* l *Purpose
Entities (SPEs)* were
required to implement FIN 46R in 2003; however, companies with VIEs are
permitted to implement in the first quarter of 2004.
 
 
 
 **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 since inception through October 31, 2005, and
statement of retained earnings for the quarter ended October 31, 2005 reflect a
retained deficit of $206,001. 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.
  
  
 **ORION
DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
TO FINANCIAL STATEMENTS**
 
 
 **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 reverse acquisition Share Exchange Agreement that amended,
restated and replaced their prior agreements (the "New Agreement"). 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 CHF 50,000 as
additional payment for their Class A Ovale shares in full satisfaction of their
loan. The foregoing is hereinafter referred to as the ("Share Exchange"). As a
result, and at the closing of the Share Exchange, Ovale will become a wholly
owned 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, which took place on
November 19, 2004, the Registrant delivered 5,900,000 shares of its common
stock, $.01 par value per share, to Frederic, Cottier, the designated Swiss
escrow agent. An aggregate of 2,669,541 of these shares are being held in escrow
until the second closing when the same shall be delivered to Vladimir Fabert
(1,949,541 shares) and Alexandre Fabert, his wife (720,000 shares). An aggregate
of 1,166,900 shares were delivered to the owners of the Orion-Ovale loan and
2,063,559 shares were delivered to the Ovale shareholders in proportion to their
interests in Ovale. Also, the Orion-Ovale loan was assigned to Orion, all issued
and outstanding shares of Ovale were delivered to Ovale’s counsel until the
second closing, and (euro)443,894 held in trust in Switzerland, was released to
Ovale for use in its business. 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 and Mr. Cottier will deliver the 2,669,541 shares as aforesaid. Finally,
the Amendment provided that the Registrant's Board of Directors shall remain in
tact until the second closing. As previously reported in the Registrant’s Form
10-KSB for the fiscal year ended April 30, 2004, the transaction with Ovale was
previously approved by a majority of the Registrant’s shareholders.
 
 **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.
  
  
 **ORION
DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
TO FINANCIAL STATEMENTS**
 
 
 **Item
2. Management's Discussion And Analysis Or Plan Of Operation
(Continued)**
 
 Results
of Operations
 
 Revenues.
The Registrant had no revenues during either the six month period ended October
31, 2005 ("9M5") or the six months period ended October 31, 2004
 
 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 months period ending October 31, 2005, and 2004, the Registrant
recognized a net loss of $1,378 and $4,141, respectively. The only income was
attributable to interest income accrued on a note receivable. The amount of
general and administrative expenses in 6M5 and 6M4 were $10,101 and $12,864,
respectively. The general and administrative expenses for the six months ended
October 31, 2005 and 2004 were $11,161 and $11,449, 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 months period ended October 31, 2005, the Registrant experienced a  $2,763 or
21% decrease
in general and administrative expenses. This decrease was principally
attributable to a decrease in accounting fees.
 
 During
the three fiscal years ended April 30, 2005, 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, 2005, the Registrant had cash of $1,363 and $1,453 as of October 31,
2005 and April 30, 2005, respectively.
 
 During
the fiscal year ended April 30, 2005 the prospective business combination
company (Ovale) owed us $790,757 due to the exchange of shares and $786,480 as
of October 31, 2005, this is inclusive of interest accrual. The balance was
decreased by $13,000 in the quarter ending July 31, 2005 due to Ovale paying the
accountants. 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, 2005 and April 30, 2005, were
$30,624 and $33,613, respectively.
 
 The
Registrant is authorized to issue up to 10,000,000 shares of its Common Stock.
As of December 14, 2005, there were 7,312,532 shares of the Registrant's Common
Stock issued and outstanding.
 
 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
October 31, 2005 or 2004.
  
  
 **ORION
DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
TO FINANCIAL STATEMENTS**
 
 
 **ITEM
2. Management's Discussion And Analysis Or Plan Of Operation
(Continued)**
 
 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
 
 An
evaluation of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures ( as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) as of October 31, 2005 was carried out under the supervision and
with the participation of the Company’s management, including the President and
Chief Executive Officer and the Chief Financial Officer (“the Certifying
Officers”). Based on that evaluation, the Certifying Officers concluded that the
Company’s disclosure controls and procedures are effective.
 
 Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Securities Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedure include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Securities Exchange
Act is accumulated and communicated to management, including our President and
Chief Financial Officer, as appropriate, to allow timely decisions and timely
reporting regarding required disclosure.
 
 (b)
Changes in Internal Controls
 
 The was
no change to the Company’s internal control over financial reporting during the
year ended April 30, 2005 that materially affected, or is reasonably likely to
materially effect, the Company’s internal control over financial
reporting.
 
  
  
 **PART
II - OTHER INFORMATION**
 
 
 **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:
 
 None
 
 
  
  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
20, 2005