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 OCTOBER 31, 1998

                 |_| 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)

                53 West Hills Road, Huntington Station, NY 11746

                    (Address of Principal Executive Offices)

                                 (631) 425-6161

                 (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 | | NO |X|

                APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY

                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

    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, 1,847,397 shares

<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                          Index to financial Statements

PART I       FINANCIAL INFORMATION

  ITEM 1     Financial Statements

             Balance sheet as of and October 31, 1998

             Results of operations for the six months ended
              October 31, 1998  and 1997

             Statements of cash flows for the six months ended
              October 31, 1998 and 1997

             Notes to financial statements

  ITEM 2     Management's Discussion and Analysis of
              Financial Condition and Results of Operations

PART II      OTHER INFORMATION

  ITEM 1     Legal Proceedings
  ITEM 2     Changes in Securities
  ITEM 3     Defaults Upon Senior Securities
  ITEM 4     Submission of Matters to a vote of Security-Holders
  ITEM 5     Other Information
  ITEM 6     Exhibits and Reports on Form 8-K


<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                                  BALANCE SHEET
                                OCTOBER 31, 1998
                                   (Unaudited)

<TABLE>

Assets:
<S>                                                             <C>

Current Assets:

     Inventory (Note 2)                                         $       --
                                                                   -------
       Total current assets                                             --
                                                                   -------
       Total assets                                             $       --
                                                                   =======

Liabilities and Stockholders' Equity

Current Liabilities:

     Accounts payable and accrued Expenses                      $    5,750
     Due to officer                                                123,862
                                                                   -------
                                                                   129,612
                                                                   -------

Stockholders' Equity

     Common Stock, par value $.01 per share,                        18,469
      authorized 10,000,000 shares, issued
      and outstanding 1,847,397 shares
     Paid-in capital                                                 3,737
     Deficit                                                      (151,818)
                                                                  --------
       Total stockholders' equity                                 (129,612)
                                                                  --------
Total liabilities and stockholders' equity                       $      --
                                                                  ========
</TABLE>

See accompanying notes.


<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                             STATEMENT OF OPERATIONS
                         THE SIX MONTHS ENDED OCTOBER 31,
                                   (Unaudited)

<TABLE>

                                                          1998              1997
                                                          ----              ----

<S>                                                        <C>           <C>

Revenues                                             $      --            $     --

Costs and Expenses

     General and administrative                            200                 380
     Expiration of liability for
     Payroll taxes                                          --            (137,465)
     Write-off abandoned inventory                          --             104,101
                                                       -------             -------

       Total costs and expenses (Income)                   200            ( 32,984)

       Net Income (Loss)                            $ (   200)            $ 32,984
                                                       =======             =======

Basic and diluted net income per share                    N/A               0.02
                                                         ====               ====

Weighted average number of common shares              1,847,397          1,847,397
                                                      =========          =========
</TABLE>

See accompanying notes.



<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                             STATEMENT OF CASH FLOWS
                       FOR THE SIX MONTHS ENDED OCTOBER 31,
                                   (Unaudited)

<TABLE>

                                                                      1998             1997
                                                                      ----             ----

Cash flow from operating activities
<S>                                                                    <C>              <C>

     Net Income (Loss)                                           $   (  200)     $  32,984

Adjustments to reconcile net loss
  to net cash provided by operating activities

Shares issued for professional services                                  --             30
Write off of inventories                                                 --        104,101
Expiration of liability for
 Payroll taxes                                                           --       (137,465)
Changes in assets and liabilities:
Accounts payable and accrued expenses                                   200            350
                                                                    -------       --------
    Net cash provided by operations                                      --             --
                                                                    -------       --------
Net increase/decrease in cash                                            --             --
                                                                    -------       --------
Cash - beginning of period                                               --             --
                                                                    -------       --------
Cash - end of period                                              $      --      $      --
                                                                    =======       ========
</TABLE>

See accompanying notes.



<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION

Orion   Diversified   Technologies,   Inc.  (the  Company),   d/b/a   Electronic
Transistors,  Corp.,  was  incorporated  in New Jersey in 1959.  The Company was
initially  engaged in the  marketing and sale of a line of  approximately  2,500
electronic semi-conductors,  principally transistors, diodes and rectifiers and,
to a lesser extent,  other ancillary related  electronics.  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.

Pursuant to the plan of reorganization,  the Company issued 905,262 unrestricted
shares  and an equal  number  of  Series A and  Series B Common  Stock  Purchase
Warrants to various creditors.  Under the plan,  creditors received one share of
common  stock,  a Series A warrant,  and a Series B warrant  for every  $5.00 of
debt.  The Series A and B warrants were  exercisable  at $2.50 and $3.50 and had
initial  expiration  dates of 15 and 20 months from June 2, 1992,  respectively.
The Company had the option to grant, and has continually  granted  extensions of
the exercise period of the warrants.

On  February  25,  1993,  the  Company  acquired  an 85.81%  equity  interest in
Netherland  Gardens  Owners,   Inc.  (a  New  York  corporation)  from  Michaels
Associates,  a non-affiliated  business entity.  The corporation owned a 59 unit
cooperative  residential  dwelling in White Plains, New York (the "Co-op").  The
Company  exchanged  500,000  shares of  restricted  stock for all shares held by
Michael Associates and issued 50,000 shares to the finder and broker.

From 1993 to 1996,  the Company's  investment in the Co-op resulted in recurring
losses.  On January 11,  1996,  the Company  entered into a new  agreement  with
Michael  Associates.  Under  the new  agreement,  Michaels  Associates  retained
100,000 shares of the Company's stock,  cancelled the acquisition contract,  and
released the Company from any and all obligations.

Since 1996,  the Company has sought a merger  partner who will  benefit from the
Company's  access to capital  markets and provide  the Company  with  profitable
operations.

<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

Interim Financial Statements (Unaudited)

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  pursuant  to the rules  and  regulations  of the  Securities  and  Exchange
Commission.  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 the Company's management,  the unaudited
interim financial statements include all adjustments,  consisting only of normal
recurring adjustments.

Interim  results  are not  necessarily  indicative  of the  results  that may be
expected  for the  full  year.  These  financial  statements  should  be read in
conjunction  with the Company's  Annual Report on Form 10-KSB for the year ended
April 30, 1997.

Estimates and Assumptions

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 Equivalents

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less, when purchased, to be cash equivalents.

Inventories

The Company's inventory of semi-conductors was composed of unsold obsolete items
with no market value.  As of October 31, 1998, the Company has no inventory.  As
of July 31, 1997, the Company wrote off $104,101 of abandoned inventory.

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.

<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

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

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.

<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

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

Stock-Based Compensation

The  Company  has  adopted  Accounting  Principles  Board  Opinion  25  for  its
accounting for stock based compensation. 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.  The pro forma
amounts of the difference between  compensation cost, included in net income and
related cost measured by the fair value based method including tax effects,  are
disclosed.

New Accounting Standards

In June  1997,  the  Financial  Accounting  Standards  Board  issued  SFAS  130,
"Reporting  Comprehensive  Income". SFAS 130 establishes standards for reporting
and display of  comprehensive  income and its  components  (revenues,  expenses,
gains,  and  losses)  in a full set of  general  purpose  financial  statements.
Specifically,  SFAS 130  requires  that all items  that meet the  definition  of
components of comprehensive  income be reported in a financial statement for the
period in which they are recognized.  However, SFAS 130 does not specify when to
recognize,  or how to measure, the items that make up comprehensive income. SFAS
130 is effective for fiscal years  beginning  after December 15, 1997, and early
application is permitted.  Management  believes the application of SFAS 130 will
not have a material effect on the Company's future financial statements.

In June  1997,  the  Financial  Accounting  Standards  Board  issued  SFAS  131,
"Financial  Reporting for Segments of Business  Enterprise." SFAS 131 supersedes
the "industry  segment" concept of SFAS 14 with a "management  approach" concept
as the basis for  identifying  reportable  segments.  SFAS 131 is effective  for
fiscal  years  beginning  after  December  15,  1997 and  early  application  is
permitted.  Management  believes  the  application  of SFAS  131 will not have a
material effect on the Company's future financial statements.

<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

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

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.


NOTE 3 - PAYROLL TAXES

In connection with the Plan of Reorganization, payroll taxes were due within six
years from April 23, 1986, the date of assessment.  The Company has not paid the
$137,465  tax  liability  and the  taxing  authorities  have  taken no action to
collect it.  Management  believes that,  under the current federal and state tax
laws,  the liability is subject to the statute of limitation and therefore is no
longer due.

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 $2.50 and $3.50,  respectively.  The Board of
Directors  of the Company  extended  the  expiration  dates for both  Classes of
Warrants to December 31, 2000.

As of August  15,  2000,  903,761  Class A and  905,262  Class B  Warrants  were
outstanding.


NOTE 4 - RELATED PARTY TRANSACTIONS

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.

<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS (Continued)

Transactions with Management

2. Compensation and Other Costs

The Company has had no sales and no other  income  since the  relocation  of its
offices. As a result, Mr. Petito has gratuitously  advanced virtually all of the
Company's operating expenses.

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

As of October 31, 1998, the amounts owed to the officer were as follows
<TABLE>
        <S>                                           <C>

       Salary                                         $  78,000
       Advances made to the Company                      45,862
                                                        -------

              Total                                   $ 123,862
                                                        =======

</TABLE>



<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

ITEM 2. Management's Discussion and Analysis of Plan of Operations

         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  Company's  ability to  successfully
identify  potential  merger  partners,  retain  key  employees  and  settle  any
outstanding debts. The Company will need to attract partners in order to execute
its revised  business  strategy,  and there can be no assurance that the Company
will be successful in attracting such partners.

RESULTS OF OPERATIONS

During  the six  month  quarter  ended  October  31,  1998 and 1997 the  Company
recognized a net loss of $200 and a net income of $32,984, respectively. The net
income was the net result of a reduction  of prior years  payroll tax expense of
$137,465,  and write off of $104,101 obsolete  inventory.  The payroll tax is no
longer a liability of the Company.  The Company does not anticipate sales of any
products or service for the foreseeable future.

The  Company's  general  and  administrative  expenses  of $200  were due to the
Company's  President,  Joseph  Petito,  allowing  the  Company  to  operate on a
rent-free  basis in the premises of a privately  owned entity  controlled by Mr.
Petito's family.

The  Company  did not  conduct  any  research  and  development  or selling  and
marketing  activities  in the six months  ended  October 31,  1998 or 1997.  The
Company is not currently  conducting any research and development or selling and
marketing activities.

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 and
assumption  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
in spite of management's recent unsuccessful endeavors 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 2000 calendar year.

<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

ITEM 2. Management's Discussion and Analysis of Plan of Operations (continued)

     The Company is authorized  to issue up to  10,000,000  shares of its Common
Stock.  As of August 28,  2000,  there were  1,847,397  shares of the  Company's
Common Stock issued and outstanding.  The Company issued 3,000 shares in 1997 in
exchange for professional services rendered.

Capital Expenditures

         The  Company  does  not  have  any  material  commitments  for  capital
expenditures at this time.

Effects of Inflation

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

Income Taxes

The Company adopted  Statement No. 109 "Accounting for Income Taxes" in 1993 and
its  implementation  has had no effect on the Company's  financial  position and
results of operation.







<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.

PART II - OTHER INFORMATION

ITEM 1.                LEGAL PROCEEDINGS
                       ------------------
                       None

ITEM 2.                CHANGES IN SECURITIES
                       ---------------------
                       None

ITEM 3.                DEFAULTS UPON SENIOR SECURITIES
                       -------------------------------
                                  None

ITEM 4.                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                       ------------------------------------------------
                       None

ITEM 5.                OTHER INFORMATION
                       -----------------
                       None

ITEM 6.                EXHIBITS AND 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: September 08, 2000

               Orion Diversified Technologies, Inc.

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

<PAGE>