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


                                   FORM 10-KSB
                                 Amendment No. 1
                    FOR THE FISCAL YEAR ENDED APRIL 30, 2006


(Mark One)

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

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15d OF THE SECURITIES EXCHANGE
    ACT OF 1934

                           Commission File No. 0-4006

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           New Jersey                                   22-1637978
 (State or other jurisdiction                 (IRS Employer Identification No.)
Of incorporation or organization)

                              11 Front St Suite 200
                               Hempstead, NY 10550


               (Address of Principal Executive Offices) (Zip Code)

                                  516-220-1229
                 (Issuer's Telephone Number Including Area Code)

              Securities registered under Section 12(b) of the Act:
                                      None

              Securities registered under Section 12(g) of the Act:

                          Common Stock, $.01 par value
                                (Title of Class)

Check whether the Issuer (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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year. $0

The aggregate market value of the voting stock held by non-affiliates computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of September 8, 2006, was approximately:
$1,859,528.58.

State 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, 9,971,532 shares

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                      Orion Diversified Technologies, Inc.
                            Form 10-KSB Annual Report

                                Table of Contents

<TABLE>
<CAPTION>

                                                                                              Page
-----------------------------------------------------------------------------------------------------------
Part I
-----------------------------------------------------------------------------------------------------------
<S>  <C>                                                                                       <C>
Item 1   Description of Business                                                               1
Item 2   Description of Property                                                               4
Item 3   Legal Proceedings                                                                     5
Item 4.  Submission of Matters to a Vote of Security Holders                                   5

Part II
-----------------------------------------------------------------------------------------------------------
Item 5.  Markets for Common Equity and Related Stockholders Matter                             5
Item 6   Management's Discussion and Analysis or Plan of Operation                             6
Item 7   Financial Statements (See Financial Section)                                          8
Item 8   Changes in and Disagreements with Accountants on Accounting and Financial             8
         Disclosure.
Item 8A  Disclosure Controls and Procedures                                                    8
Item 8B  Other Information                                                                     8

Part III
-----------------------------------------------------------------------------------------------------------
Item 9   Directors, Executive Officers, Promoters and Control Persons                          9
Item 10  Executive Compensation                                                                12
Item 11  Security Ownership of Certain Beneficial Owners and Management                        13
Item 12. Certain Relationships and Related Transactions                                        16
Item 13  Exhibits and Reports on Form 8-K                                                      17
Item 14  Principal Accountant Fees and Services                                                18
</TABLE>





<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

(a) Business Development

            Historical Development

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 loses, 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. See "Business of Company".

The Company's address 11 Front St., Hempstead, NY 11550 and its telephone is:
516-220-1229

Recent Developments

Ovale S.A Business Combination

On September 15, 2004, the Company, 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 Company 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 Company.


In addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000 from
the Company 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 Company's
common stock for each Euro lent to Ovale by the Company 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
owned subsidiary of the Company, and the Holders will collectively own
approximately 75% of the total number of shares of the Company'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 Company 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 Company's principal
executive officers and as members of the Company's Board of Directors; (ii) the
Company will elect a Chief Financial Officer; (iii) Irwin Pearl will remain as a
member of the Company's Board of Directors; and (iv) the Company will become
principally engaged in the design and distribution of high quality infant
clothing, gifts and accessories.







                                        1

<PAGE>


On November 8, 2004, the Company, 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 initial closing, which took place on
November 19, 2004, the Company 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 1,166,900 shares of these 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. An
aggregate of 2,669,541 of the Orion shares continued to be held in escrow until
Ovale delivered its audited financial statements for the year ended December 31,
2004 to the Company. That requirement was fulfilled in November, 2005 and
1,949,541 shares were delivered to Vladimir Fabert and 720,000 shares were
delivered to Alexandre Fabert, his wife. At the second closing, after additional
shares are authorized, as provided for in the Share Agreement, the Company shall
deliver the remaining 5,875,000 shares of its common stock, $.01 par value per
share to the five original Ovale investors (including Mr. Fabert) in exchange
for all of the Ovale shares and Mr. Cottier. Finally, the Amendment provided
that the Company's Board of Directors shall remain in tact until the second
closing. The transaction with Ovale was previously approved by consent of more
than two-thirds of the Company's shareholders. An Information Statement
regarding the transaction is to be distributed to the Company's sharenholders.
Immediately thereafter the Ovale transaction will be completed.

Lack of Assets, Employees, Intellectual Property or Customers

The Company has no assets, employees, intellectual property or customers.

Business of the Company

For at least the last four fiscal years prior to the date of the New Agreement
the Company was essentially 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 three fiscal years ended April 30, 2006.

Until September 15, 2004, the Company may have been 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.

In the event the proposed transaction with Ovale does not close, the Company
will attempt to identify and negotiate with a business target for the merger of
that entity with and into the Company. In certain instances, a target company
may wish to become a subsidiary of the Company or may wish to contribute or sell
assets to the Company rather than to merge. No assurances can be given that the
Company will be successful in identifying or negotiating with any target
company. The Company seeks to provide a method for a foreign or domestic
privately owned company to become a reporting ("public") company whose
securities are qualified for trading in the United States secondary market.

Similar to the proposed transaction with Ovale, a business combination with a
target company will normally involve the transfer to the target company of the
majority of the issued and outstanding common stock of the Company, and the
substitution by the target company of its own management and board of directors.
No assurances can be given that the Company will be able to enter into a
business combination, or, if the Company does enter into such a business
combination no assurances can be given as to the terms of a business
combination, or as to the nature of the target company.


                                        2

<PAGE>

Risk Factors

The Company's business is subject to numerous risk factors, including the
following:


No Operating History or Revenue and Minimal Assets. The Company has had no
operating history nor any revenues or earnings from operations for at least the
last three years. The Company has no significant assets or financial resources.
The Company will, in all likelihood, incur operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a target company. There can be no assurance that the Company
will be able to identify such a target company and consummate such a business
combination on acceptable terms or that it will derive any benefit from the net
operating loss.


Speculative Nature of the Company's Proposed Operations. The success of the
Company's proposed reverse acquisition business combination with Ovale will
depend to a great extent on the operations, financial condition and management
of Ovale. There can be no assurance that Ovale will be successful in its
proposed high end infant's clothing and giftware business.


Continued Management Control, Limited Time Availability. While seeking to close
the business combination with Ovale, management anticipates devoting up to five
(5) hours per month to the business of the Company. The Company's only executive
officer and directors are Mr. Irwin Pearl, the President, Secretary and Chief
Financial Officer, and Mr. Thomas F. Regan, a director, neither of whom have
entered into written employment agreements with the Company or are expected to
do so in the foreseeable future. The Company has not obtained key man life
insurance on its officers and directors. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of its
President, Mr. Irwin Pearl, would adversely affect development of the Company's
business and its likelihood of consummating a business combination.


Conflicts of Interest--General. The Company's two officers and directors
participate in other business ventures which may compete directly with the
Company. Although none are anticipated, conflicts of interest and non-arms
length transactions may also arise in the future. Management does not anticipate
that the Company will seek a merger with, or acquisition of, any entity in which
any member of management serves as an officer, director or partner, or in which
they or their family members own or hold any ownership interest. See "ITEM 9.
Directors and Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the 34 Act.


Reporting Requirements May Delay or Preclude Acquisition. Section 13 of the 34
Act requires companies subject thereto to provide certain information about
significant acquisitions including certified financial statements for the
Company acquired covering one or two years, depending on the relative size of
the acquisition. The time and additional costs that may be incurred by some
target companies to prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company. Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the 34 Act are applicable.


Lack of Market Research or Marketing Organization. The Company has not
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions contemplated by the Company. Even in the
event demand exists for a merger or acquisition of the type contemplated by the
Company, there can be no assurance the Company will be successful in completing
any such business combination.


                                        3

<PAGE>

Lack of Diversification. The Company's proposed operations, even if successful,
will, at least in the short term and in all likelihood in the long term, result
in the Company engaging in a business combination with only one business
opportunity. Consequently, the Company's activities will be limited to those
engaged in by Ovale which the Company merges with or acquires. The Company's
inability to diversify its activities into a number of areas may subject the
Company to economic fluctuations within a particular business or industry and
therefore increase the risks associated with the Company's proposed operations.

Probable Change in Control and Management. The proposed business combination
with Ovale is intended to result in the shareholders of Ovale owning a
controlling interest in Orion. The resulting change in control of the Company
will result in removal of the present officers and directors of the Company and
a corresponding reduction in or elimination of their participation in the future
affairs of the Company.

Reduction of Percentage Share Ownership Following Business Combination. The
Company's primary plan of operation is based upon the consummation of a business
combination with a business entity which, in all likelihood, will result in the
Company issuing securities to shareholders of such business entity. The issuance
of previously authorized and unissued common stock of the Company would result
in reduction in percentage of shares owned by the present shareholders of the
Company and would most likely result in a change in control or management of the
Company.

Aspects of Blank Check Offering. The Company may enter into a business
combination with a business entity that desires to establish a public trading
market for its shares. A target company may attempt to avoid what it deems to be
adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
or the inability to obtain an underwriter or to obtain an underwriter on terms
satisfactory to the Company or the target.

Taxation. The business combination with Ovale is structured as a taxable
transaction. However, the Company has been informed that the only persons who
would be subject to U.S. taxation on the transaction are residents of Europe who
will not be subject to such taxation. If the transaction with Ovale should not
be consummated, in the future, the Company intends to structure any business
combination so as to minimize the federal and state tax consequences to both the
Company and the target company; however, there can be no assurance that such
business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes which may have an adverse
effect on both parties to the transaction or their respective shareholders.

Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company will request that any potential
business opportunity provide audited financial statements. In such case, the
Company may choose to obtain certain assurances as to the target company's
assets, liabilities, revenues and expenses prior to consummating a business
combination, with further assurances that an audited financial statement would
be provided after closing of such a transaction. Closing documents for such a
transaction may include representations that the audited financial statements
will not materially differ from the representations included in such closing
documents. One or more potential combination candidates may opt to forego
pursuing a business combination with the Company rather than incur the burdens
associated with preparing audited financial statements.

ITEM 2. DESCRIPTION OF PROPERTY

Premises. The Company has been dormant since 1997. During the fiscal year ended
April 30, 2005, and through the date of this Report, the Company had no
properties nor did it enter into any agreement or arrangements to acquire any
properties. In 2006 the Company transferred its address to 11 Front St.
Hempstead, NY 11550 where it has adequate space on a rent free basis. The
Company's space is adequate for the Company's present needs, and its management
expects that the Company will continue this arrangement until the completion of
an acquisition or merger.

                                        4

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Neither during the fourth quarter of the fiscal year ended April 30, 2006, nor
at any time since August 15, 1994, did the Company conduct an Annual Meeting of
its stockholders pursuant to definitive proxy materials under Regulation 14 A
under the 34 Act, or otherwise. Information regarding stockholder consents to
the Ovale Business Combination appears under Item 1. Description of Business.

PART II

ITEM 5. MARKET FOR COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) Market Information.

The Company's common stock, its only class of equity securities, has been traded
in the over-the-counter market under the symbol ORDT.OB. The following table
sets forth the range of high and low bid price information for the common stock
as reported by OTCBB.COM for each fiscal quarter for the past two fiscal years.
High and low bid quotations represent prices between dealers without adjustments
for retail mark-ups, mark-downs or commissions and may not necessarily represent
actual transactions.


                                                HIGH              LOW
                                               ------           ------
Fiscal 2006:
FIRST QUARTER

May 1st thru July 31, 2005                     $ 1.50           $ 1.30

SECOND QUARTER
August 1st thru October 31, 2005                 1.30             1.01

THIRD QUARTER
November 1st thru January 31, 2006               1.10              .70

FOURTH QUARTER
February 1st thru April 30, 2006                  .75              .30

Fiscal 2005:
FIRST QUARTER
May 1st thru July 31, 2004                        .85              .55

SECOND QUARTER
August 1st thru October 31, 2004                 1.50              .55

THIRD QUARTER
November 1st thru January 31, 2005               1.55             1.15

FOURTH QUARTER
February 1st thru April 30, 2005                 1.75              .55


                                        5

<PAGE>

(b) Holders. As of April 30, 2006, the approximate number of holders of record
of shares of the Company's Common Stock,$.01 par value per share, the Company's
only class of trading securities, was believed by management to be as follows:

      Title of Class                           Number of Record Holders
     ----------------                          ------------------------
  Common Stock, $.01 par                                  275

Management believes there are many shareholders whose securities are held in
street name with various brokerage houses. The exact number of shareholders is
unknown to the Company.

(c) Dividends.

The Company has paid no dividends during the fiscal years ended April 30, 2005,
and April 30, 2006. Other than the requirements of the New Jersey Business
Corporation Act that dividends be paid out of capital surplus only and that the
declaration and payment of a dividend not render the Company insolvent, there
are no restrictions on the Company's present or future ability to pay dividends.

The payment by the Company of dividends, if any, in the future rests within the
discretion of its Board of Directors and will depend, among other things, upon
the Company's earnings, its capital requirements, and its financial conditions,
as well as other relevant factors.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

In 2003, the Board authorized the 2003 Employee Stock Option Plan. The Plan was
never approved by the stockholders, no shares were allocated to it, and no
options were granted. The Plan has been abandoned.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Private Securities Litigation Reform Act of 1995 contains "safe harbor"
rovisions 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 two fiscal years ended April 30, 2006, and 2005, the Company had no
operations and did not earn any revenues.

Commencing on November 30, 2001, the Company's general and administrative
expenses were entirely attributable to keeping the Company 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.

The Company did not conduct any research and development or selling and
marketing activities in the two fiscal years ended April 30, 2006, and 2005. The
Company is not currently conducting any research and development or selling and
marketing activities.

During the two fiscal years ended April 30, 2006, and 2005, the Company
recognized a net loss of $(11,878) and $(6,045), respectively. The net losses
were principally the result of accrued franchise tax obligations, professional
fees and related overhead expenses. The amount of general and administrative

                                        6


<PAGE>


expenses in 2006 and 2005 were $29,325 and $23,491, respectively. Because of
collection time-limitations provided in the federal tax laws, prior periods
payroll taxes are no longer a liability of the Company. The Company does not
anticipate sales of any products or service in the foreseeable future other than
those of a potential merger partner.

During the fiscal year ended April 30, 2006, the Company experienced an increase
of $5,834 or 20% increase in general and administrative expenses from $29,325 in
2006 compared to $23,491 in 2005. This increase was principally attributable to
expenses pertaining to professional services. During the two fiscal years ended
April 30, 2006, the economic viability of the Company was and continues to be
entirely dependent upon the Company's ability to raise capital through private
offerings, loans and the consummation of a business combination.


Cash Requirements In September, 2006 the Company borrowed $30,000 from an
unrelated person so that it would have cash to meet its current needs. The terms
of the loan appear in the Company's 10QSB for the period ended October 31, 2006.


On November 30, 2001, and as disclosed herein under Item 1, Mr. Petito entered
into an option agreement with James T. Patten as Option Holder. Under the option
agreement, the Option Holder was given the right to purchase all of the Option
Shares owned by Mr. Petito. On the same day, Mr. Petito and Mr. Irwin Lampert
resigned as executive officers and directors of the Company in favor of Mr.
Irwin Pearl and Mr. Thomas F. Regan as President, Secretary and Chief Financial
Officer and Vice President, respectively. Pursuant to the terms and conditions
of the agreement, the Company commenced a best efforts private offering of
3,000,000 shares of its common stock at $.05 per share. During the fiscal year
ended April 30, 2005, and as hereinafter indicated in Item 12, the Company sold
an aggregate of 2,000,000 shares to Parthian Securities SA (1,000,000 shares),
Grove Partners (500,000 shares) and Gable International Investments, Ltd.
(500,000 shares). The proceeds from these sales were utilized to pay the
Company=s accrued general and administrative expenses. The right to acquire the
Option Shares was assigned to seven non-affiliated individuals and an entity who
subsequently exercised the same on or about March 31, 2003. As a result of the
foregoing, the Company underwent a change of control. The future of the Company
is entirely dependent on management's ability to secure a business combination
partner or establish profitable operations.

Financial Condition

In 1997, the Company changed its direction from investment in real estate to
finding a merger partner.


As of April 30, 2006, the Company had cash of $2,370, an increase of $917 from
its cash position at April 30, 2005..


During the fiscal year ended April 30, 2005 we lent the prospective business
combination company (Ovale) $218,080 of which $35,000 was repaid. The Company's
bills were paid by Ovale when necessary with the payment reducing Ovale's debt
to the Company. The loan was due over a period of two years and yielded interest
at 8% per annum.

The Company's current liabilities as of April 30, 2006 and 2005 were $50,855 and
$33,613, respectively.

In the fiscal year ending April 30, 2004 the Company's liability were reduced by
an offset in the amount of $27,444 in liabilities that were incurred pertaining
to professional fees and franchise taxes which accrued during prior management's
control of the Company. During the fiscal year ended April 30, 2005, $20,000 was
paid to the Company's prior President in full satisfaction of any liability owed
to him.

The Company is authorized to issue up to 10,000,000 shares of its Common Stock.
As of April 30, 2006, there were 9,971,532 shares of the Company's Common Stock
issued and outstanding. and there have been were no changes since April 30, 2005
In November, 2005, 1,949,541 shares held in escrow were delivered to Vladimir
Fabert and 720,000 shares held in escrow were delivered to Alexandre Fabert, his
wife. See Recent Developments - Ovale,S.A.. Business Combination.


                                        7

<PAGE>

Employees


The Company has no employees and its sole officer and its director serve without
compensation. After the consummation of the Ovale transaction, the officer and
other director will each request compensation for services to Orion of 10,000
shares to each of them for each of 2004, 2005, and 2006. See Item 10. Executive
Compensation - Executive Compensation Table, footnote 1.

Capital Expenditures

The Company did not have any material commitments for capital expenditures at
April 30, 2006 or 2005.

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 financial
position or operating results.

ITEM 7. FINANCIAL STATEMENTS

The financial statements required by this item are set forth on pages F-1 to
F-10 and are incorporated by reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None

ITEM 8A. DISCLOSURE CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures


The Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this report, the Company's sole officer evaluated the effectiveness of the
Company's disclosure controls and procedures. Based on the evaluation, the
procedures were enhanced to ensure that information required to be disclosed in
reports filed under the Exchange Act is accumulated and communicated to
management to allow timely decision making required disclosure. Other than the
need for that enhancement, management found no significant deficiencies or
material weaknesses, and the Company's sole officer concluded that the Company's
disclosure controls and procedures are effective. There were no changes in the
Company's internal control over financial reporting that occurred during the
Company's most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.


(b) Changes in internal controls

There was no change to the Company's internal control over financial reporting
during the year ended April 30, 2006 that materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

Item 8B. Other Information

There was no information to be disclosed on Form 8K that was not reported.


                                        8


<PAGE>

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE 34 Act

(a) Identify Directors and Executive Officers.

The following table sets forth: (1) names and ages of all persons who presently
are and who have been selected as directors of the Company; (2) all positions
and offices with the Company held by each such person; (3) the term or office of
each person named as a director; and 4) any period during which he or she has
served:

<TABLE>
<CAPTION>
                     Duration and
                        Date of                  Position &                   Age and
                     Expiration of               Office with                 Director
Name                 Present Term                  Company                     Since
------------         -------------              -------------               ----------
<S>                 <C>                     <C>                            <C>
Irwin Pearl            One year
                       Next Annual            President, Chief             63, 11/30/01
                                            Financial Officer and
                       Meeting                    Director

Thomas F. Regan        One year
                       Next Annual              President and              63, 11/30/01
                       Meeting                     Director
__________________________

</TABLE>

There is no understanding or arrangement between any directors or any other
person or persons pursuant to which such individual, was or is to be, selected
as a director or nominee of the Company.

The following is a brief account of the experience of each director and
executive officers of the Company:

IRWIN PEARL. Mr. Pearl was elected as the Company's President, Secretary and
Chief Financial Officer on November 30, 2001. Simultaneously therewith and since
November 6, 2001, Mr. Pearl has been the President of E-Global Communications,
Inc., a Nevada corporation engaged in the marketing and sale of direct response
TV products and services in Latin America. Simultaneously therewith and from
January 1998, Mr. Pearl served as the Chief Operating Officer and a director of
E-GlobalNet, Inc. (and its predecessors), a Delaware corporation and
international distributor of "As Seen On TV" products in Hicksville, New York.
Prior thereto since 1992, Mr. Pearl was President/Co-Chief Executive Officer and
a director of PhaseOut of America, Inc. (OTCBB Symbol POUT) where he
administered the re-development and clinical testing of that company's patented
smoke cessation product. Prior thereto since 1984, Mr. Pearl was President and
Chief Executive Officer of AquaSciences International, Inc. (NASDAQ AQSI); a
company engaged in the development of proprietary water purification
technologies for consumer applications. From 1970 to 1984, Mr. Pearl was the
principal of Promotional Media, Inc., a company engaged in the publishing of
traffic building continuity promotions for the leading supermarkets in the
nation. In 1966, Mr. Pearl co-founded Jerome Irwin Advertising Agency; a
retail-advertising agency that grew to become one of Long Island's largest, with
annual billings reaching $50 million per year. Mr. Pearl is a charter member of
the New Product Development Corporation, a consortium of business management
executives, that helps inventors and product developers commercialize their
products.


                                        9

<PAGE>

THOMAS F. REGAN. Mr. Regan was elected as a director and the Company's Vice
President on November 30, 2001. Simultaneously therewith and since October 30,
2001, Mr. Regan has been employed by Greenpoint Financial, a division of the
Greenpoint Savings Bank, as a Wholesale Account Executive in its Mount Laurel,
New Jersey office. Prior thereto since 1991, Mr. Regan served as the President
and a principal stockholder of Pinnacle Mortgage Corp., a privately owned
licensed mortgage banking firm in East Hanover, New Jersey. Prior thereto since
1978, Mr. Regan was employed by the mortgage banking divisions of various
commercial and savings banks in the Northeast United States.

Each Director of the Company has indicated to the Company that he or she is not
presently a director in any other Company with a class of securities registered
pursuant to Section 12 of the 34 Act or subject to the requirements of Section
15(d) of such act or any investment company registered under the Investment
Company Act of 1940.

(b) Identification of Certain Significant Employees

The Company does not presently employ any person as a significant employee who
is not an executive officer but who makes or is expected to make a significant
contribution to the business of the Company.

(c) Family Relationships

No family relationship exists between any director or executive officers of the
Company.

(d) Involvement in Certain Legal Proceedings

No event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item
401 of Regulation S-B, has occurred with respect to any present executive
officer or director of the Company or any nominee for director during the past
five years which is material to an evaluation of the ability or integrity of
such director or officer.

(e) Audit Committee and Financial Expert

Audit Committee

Orion is not a "listed company" under SEC rules and is therefore not required to
have an audit committee comprised of independent directors. Since 1996 Orion has
not had any significant operations. Responsibility for Orion's minimal
operations is centralized within management, which is comprised of two people.
It relies on the assistance of others, such as its accountant, to help it with
the preparation of its financial information. Orion does not currently have an
audit committee, however, for certain purposes of the rules and regulations of
the SEC, the Company's board of directors is deemed to be its audit committee.

Audit Committee Financial Expert

Orion's board of directors has determined that its members do not include a
person who is an "audit committee financial expert" within the meaning of the
rules and regulations of the SEC. The board of directors has determined that
each of its members is able to read and understand fundamental financial
statements and has substantial business experience that results in that member's
financial sophistication. Accordingly, the board of directors believes that each
of its members have the sufficient knowledge and experience necessary to fulfill
the duties and obligations that an audit committee would have. Nor does Orion
believe it could attract someone to serve as the Audit Committee Financial
Expert since it does not have the wherewithal to pay such a person.

Lack of Nominating Committee, Communicating with the Board, and Nominating Board
Members



                                       10

<PAGE>

Nominating Committee

Orion's Board of Directors consists of two individuals, Irwin Pearl and Thomas
Regan, neither of whom is a full time executive officer of Orion, and both of
whom have served for many years without compensation. Mr. Pearl does not have
stock in Orion and Mr. Regan has 38,500 shares, an insignificant number given
the shares outstanding. Neither Mr. Pearl nor Mr. Regan may be deemed
independent since both are officers of Orion. Orion is not a listed company and
there is no legal requirement that it have a nominating committee. Orion does
not have a formal policy in regard to nominations, but Mr. Pearl and Mr. Regan
would consider any person as a nominee whose name is submitted in writing at its
corporate address at least 120 days before a meeting at which directors are to
be elected. However, Messrs. Pearl and Regan see no reason to expand the Board
in light of the pending the Exchange. Since a nominating committee would only be
comprised of Messrs Pearl and Regan they think that a formal nominating
committee is impractical and inappropriate for this tiny company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's outstanding common shares to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of common shares. Such persons are required by the SEC regulations to
furnish the Company with copies of all such reports they file. To the Company's
knowledge, based solely on a review of the copies of such reports furnished to
the Company, all Section 16(a) filing requirements applicable to officers,
directors and greater than ten percent beneficial owners are current.

Code of Ethics

A code of ethics relates to written standards that are reasonably designed to
deter wrongdoing and to promote:

     1. Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;

     2. Full, fair, accurate, timely and understandable disclosure in reports
and documents that are filed with, or submitted to, the Commission and in other
public communications made by an issuer;

     3. Compliance with applicable governmental laws, rules and regulations;

     4. The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and

     5. Accountability for adherence to the code.

The Company has not adopted a corporate code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions in that our sole
officer and director serves in all the above capacities.

The Company's decision not to adopt such a code of ethics results from it having
only one officer and another director operating as the sole management for the
Company. The Company believes that as a result of the limited interaction which
occurs having a sole officer/director and another director eliminates the
current need for such a code, in that violations of such a code would be
reported to the party generating the violation.

Lack of Compensation Committee

There is no Compensation Committee and no standard or individual compensation
package for any of Orion's its directors or for our director-nominees.

                                       11

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

(a) General

(1) through (7) All Compensation Covered. During the three fiscal years ended
April 30, 2006, no compensation was paid to, accrued or set aside for any
executive officer or director of the Company.

(b) Summary Compensation Table

<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE
                Annual Compensation                                    Long-Term Compensation
                                                                    Restricted        Securities
                                                                       Stock       Underlying LTI
Name                  Year     Salary       Bonus        Other      Award(s)(1)        Options       Pay

<S>                  <C>       <C>          <C>          <C>        <C>              <C>             <C>
Irwin Pearl          2004        -0-        None          None          None            None         None
Thomas Regan         2004        -0-        None          None          None            None         None
Irwin Pearl          2005        -0-        None          None          None            None         None
Thomas Regan         2005        -0-        None          None          None            None         None
Irwin Pearl          2006        -0-        None          None          None            None         None
Thomas Regan         2006        -0-        None          None          None            None         None
</TABLE>

(1) Both Irwin Pearl, the Company's President, and Thomas Regan, the Company's
Vice President are owed 10,000 restricted (i.e., unregistered) shares of the
Company's Common Stock, $.01 par value per share, for acting as executive
officers and directors of the Company for each of the two fiscal years ended
April 30, 2006, and will receive a pro rate number of shares for their services
to the Company during the fiscal year ending April 30, 2007. Until such time as
the Company finalizes it's presently pending Information Statement and complies
with the comments of the staff of the Securities and Exchange Commission, the
shares owed to Messrs. Pearl and Regan will remain accrued but unissued. The
Company has assured Messrs. Pearl and Regan that they each became entitled to
10,000 shares on May 1, 2005, and 10,000 shares on May 1, 2006.

(c) Option/SAR Grant Table. During the fiscal year ended April 30, 2006, the
Company made no grants of stock options or freestanding SAR's.

(d) Aggregate Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table.
On June 2, 2003, and in the Consent, a majority of the Company's stockholders
ratified and approved the 2003 Long Term Incentive Plan wherein an aggregate of
2,000,000 authorized but unissued shares of the Company's common stock are
reserved for the issuance of option and other awards under such Plan. The Plan
has been abandoned.

(e) Long-Term Incentive Plan ("LTIP") Awards Table. During the fiscal year ended
April 30, 2006, the Company made no LTIP awards.

(f) Compensation of Directors. (1) and (2). During the fiscal year ended April
30, 2006, no director of the Company received any compensation, whether pursuant
to any standard or other arrangement or otherwise.

(g) Employment Contracts and Termination of Employment, and Change-in Control
Arrangements. (1) and (2). No executive officer, director or employee of the
Company is serving pursuant to the terms of a written employment or other
compensation agreement, understanding or arrangement with the Company; and no
such agreement was entered into during the fiscal year ended April 30, 2006.


                                       12


<PAGE>

(h) Report on Repricing of Options/SAR's. No stock options or freestanding SAR's
are issued or outstanding. Accordingly, and during the fiscal year ended April
30, 2006, no stock options or freestanding SAR's were repriced.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners of Orion - As of April 30,
2006

The following table sets forth information with respect to the number of common
shares beneficially owned by (i) each officer and director of Orion (ii) all
directors and officers as a group and (iii) each shareholder known by the
Company to be a beneficial owner of more than 5% of Orion's common shares as of
April 30, 2006 and after the Share Exchange. Except as otherwise indicated, each
of the shareholders listed below is believed to have sole voting and investment
power over the shares beneficially owned. As of April 30, 2006 there were issued
and outstanding 9,971,512 common shares. After the Second Closing there will be
15,846,512 shares issued and outstanding.



<TABLE>
<CAPTION>
                                          Amount and Nature of          Percentage           Percentage
  Name and Address of  Beneficial              Beneficial                   of                of Class
     Owner, Officers or Director               Ownership                  Class             After Closing
  -------------------------------         ---------------------         ----------          -------------

<S>                                             <C>                         <C>                   <C>
Vladimir Fabert
1, Chemin de la Savonniere
Collonge-Bellerive, Switzerland                 1,949,541(1)                19.5%                 12.3%(3)

Alexandra Fabert
1, Chemin de la  Savonniere
Collonge-Bellerive, Switzerland                 720,000(2)                  7%                    4.5%

Parthian Securities SA
36 Blvd. Helvetique
CH-1207 Geneva Switzerland                      600,000(4)(5)               6%                    2.5%


Synergy Asset Management Ltd.
 c/o Majid El Sohl                              600,000(4)                  6%                    5%
15, Rue Rodolphe Toepffer
1206 - Geneva, Switzerland


Richard Von Tscharner
87 Route de Suisse,
1296 Coppet, Switzerland                        825,469                     8.3%                  5.2%

Pasquale Catizone
266 Cedar Street
Cedar Grove, NJ 07009
         and
Grove Partners
266 Cedar Street                                570,000(5)                  5,7%                  3.4%
Cedar Grove, NJ 07009

Gable International  Investments,
Ltd. PO Box 3152 Road Town Tortola,
British Virgin Islands                          500,000                       5%                  3.2%
</TABLE>

                                       13

<PAGE>

(1) Does not include an aggregate of 720,000 shares of the Company's Common
Stock owned of record by Alexandra Fabert, the wife of Vladimir Fabert. Mrs.
Fabert is not otherwise affiliated with Ovale. Mr. Fabert disclaims beneficial
ownership of the shares owned by his wife. Mrs. Fabert disclaims beneficial
ownership of the shares owned by her husband.

(2) Does not include an aggregate of 1,949,541 shares of the Company's Common
Stock beneficially owned by Vladimir Fabert, the husband of Alexandra Fabert.
Mrs. Fabert disclaims beneficial ownership of the shares of the Company's Common
Stock owned by her husband.

(3) Based upon 1,949,541 shares. This calculation does not include the
additional shares to be issued to Mr. Fabert at the Second Closing. See (b)
Changes of Control below.

(4) It has been reported to the Company that Parthian is in Receivership. After
April 30, 2006 the Receiver reported to the Company that it was agreed with Mr.
El Sohl that Parthian will transfer 200,000 of the 600,000 shown as beneficially
owned by Parthian to Mr. El Solh upon consummation of the Exchange and upon
obtaining the approval of the Geneva Court which appointed the Receiver.
Consequently, after the Second Closing, Mr. El Sohl will own 800,000 shares of
Orion.

(5) At the Second Closing, in exchange for its shares in Ovale, Parthian is to
receive an additional 697,920 shares of Orion. After April 30, 2006 it was
reported to the Company that, subject to the approval of the Court which
appointed the Receiver, it has been agreed that Parthian will transfer 697,000
of these additional shares to non-affiliated persons immediately following the
Second Closing. Thus at after the Second Closing, Parthian will own beneficially
and of record, 400,920 shares of Orion.

(6) Includes an aggregate of 70,000 shares of the Company's Common Stock owned
of record by Pasquale Catizone, the general partner of Grove Partners with
voting and investment power. Grove Partners disclaims beneficial ownership of
the shares of the Company's Common Stock individually owned by Mr. Catizone. By
virtue of his status as general partner of Grove Partners, Mr. Catizone may be
deemed to have voting or investment power with respect to the 500,000 shares
owned by Grove Partners.

(b) Security Ownership of Management. The information is furnished as of April
30, 2006, as to the number of shares of the Company's Common Stock, $.01 par
value per share owned beneficially by each executive officer and director of the
Company and by all executive officers and directors as a group:

Name and Address               Amount and Nature
of Beneficial                    of Beneficial
Owner                              Ownership         Percentage of Class
--------                           ---------         -------------------
Irwin Pearl
25 Nantwick Street
Lido Beach, NY 11561                    -0-                   -%

Thomas F. Regan
15 Lincoln Street
Roseland, NJ 07068                   38,500                   -%

All Officers And Directors
as a Group of two                    38,500(1)                -%
persons
__________________

                                       14


<PAGE>

(1) Does not include 2,500 shares of the Company's Common Stock owned of record
by each of Mr. Regan's three children, all of whom reside in the same household
as Mr. Regan and only one of whom is a minor. Mr. Regan disclaims beneficial
ownership of the shares of the Company's Common Stock owned of record by his
children.

(c) Changes in Control.

Upon consummation of the Exchange Agreement with Ovale, it is believed that the
only person who will own or record or beneficially more than 5% of the
outstanding common stock of the company will be Vladimir Fabert, Gilles Neveu,
and Richard Von Tscharner. The ownership of management and the management
holders, or record or beneficially, of more than 5% of the 15,846,512 shares
which will then be outstanding will be as follows:

Name and Address of                    Amount and Nature of
Beneficial Owner        Positions      Beneficial Ownership  Percentage of Class
-------------------     ---------      --------------------
Irwin Pearl

25 Nantwick Street                             -0-                    -%
Lido Beach, NY          Director
11561

Thomas F. Regan

15 Lincoln Street       Director              38,500                 .2%
Roseland, NJ 07068

Vladimir Fabert
36 Boulevard            Director and

Helvetique              President           3,085,875(1)           19.3%
1207 Geneva,
Switzerland

Gilles Neveu
36 Boulevard            Director and
Helvetique              Executive
1207 Geneva,            Vice                2,800,000              17.7%
Switzerland             President


All officers and
directors as a group                        5,897,375              37.2%
(four persons)


(1) Does not include 720,000 shares held in the name of his wife, Alexandra, of
which he denies beneficial ownership.

The only other person who it is believed will hold or record or beneficially
more than 5% of the 15,846,512 shares which will then be outstanding will be:

Richard Von Tscharner, 87 Route de Suisse, 1296 Coppet, Switzerland who will
hold of record 825,469 shares or 5.2%. .

                                       15
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On September 27, 2004, On October 12, 2004, Irwin Pearl, an executive officer
and director of the Company, sold 10,000 shares of the Company's Common Stock
under Rule 144 under the Securities Act.

On November 17, 2004, and in connection with the reverse acquisition business
combination described herein in Item 1., the Company caused the original
issuance of an aggregate of 5,900,000 restricted (i.e., unregistered) shares of
its Common Stock registered in the name of 46 individual and/or entity
stockholders of Ovale. Of the 46 stockholders, only Vladimir Fabert, an
executive officer and director of Ovale (1, 949,541 shares or approximately 20%)
and Alexandra Fabert, his wife, hold more than 5% of Orion's issued and
outstanding shares of Common Stock. Mrs. Fabert holds 720,000 share or 7% of the
currently outstanding shares of Orion. Mr. and Mrs. Fabert's shares were held in
escrow pending delivery to Orion of Ovale's audited financials. Upon the
delivery of those financials, on November 14, 2005, the noted Ovale shares were
delivered to Mr. and Mrs. Fabert. Mr. and Mrs. Fabert deny beneficial ownership
of the shares held by each other.

Except for the foregoing and interests in the Ovale transactions, the Company
has not been advised, nor does it have any reason to believe that during the
fiscal year ended April 30, 2006, any officer, director or relative or spouse of
the foregoing persons or any relative of such person who has the same home as
such person, or is or was a director or other officer of any parent of the
Company or any shareholder known by the Company to own of record or beneficially
more than five (5%) percent of the Company's Common Stock, had a direct or
indirect material interest in any transaction or presently proposed transaction
to which the Company or any of its parents was or is a party.

(c) Parents. As at April 30, 2006, Vladimir Fabert, an executive officer and
director of Ovale, may be deemed to be a parent of the Company. However, control
remains in the current board of directors under the Share Exchange Agreement
with Ovale.

(d) Transactions with Promoters. Inapplicable.


                                       16

<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


(a) Exhibits:

         2.(i)    Exchange Agreement dated September 15, 2004 between the
                  Company and Ovale, S.A. incorporated by reference to Exhibit A
                  to the Preliminary Information Statement of the Company filed
                  on November 22, 2005

         2.(ii)   Amendment, dated November 8, 2004, to Exchange Agreement dated
                  September 15, 2004 between the Company and Ovale, S.A.
                  incorporated by reference to Exhibit B to the Preliminary
                  Information Statement of the Company filed on November 22,
                  2005

         2.(iii)  Second Amendment, dated January 3, 2006, to the Exchange
                  Agreement dated September 15, 2004.

         3.(i)1   Certificate of Incorporation incorporated by reference to
                  Exhibit (1)(i) to Registration Statement filed on Form S-1

         3.(i)2   Amendment to Articles of Incorporation incorporated by
                  reference to Item (1)(ii) filed with Form 10K for the year
                  ended April 30, 1983

         3.(ii)   By-laws - incorporated by reference to Exhibit (b)(ii) filed
                  with Form S-1 Registration Statement

         31.1     Certifications pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2003

         32.1     Certifications pursuant to Section 906 of the Sarbanes-Oxley
                  act of 2003

                                       17



<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


The following table sets forth the aggregate fees billed to us for fiscal years
ended April 30, 2006 and 2005 by Bloom & Co., LLP, the Company's auditors:


                                          2006                     2005
                                          ----                     ----
Audit Fees (1)                      $    16,497                $    9,601
Non-Audit Fees:

Audit Related Fees(2)                      --                         --
Tax Fees(3)
All other Fees(4)                          --                         --
                                    -----------                -----------
Total Fees paid to                  $    16,497                $    9,601
Auditor


(1) Audit fees consist of fees billed for professional services rendered for the
audit of the Company's annual financial statements and review of the interim
financial statements included in quarterly reports and services that are
normally provided by Bloom & Co., LLP in connection with statutory and
regulatory filings or engagements.

(2) Audit-Related fees consist of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported under "Audit Fees".

(3) Tax fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax planning (domestic and international). These
services include assistance regarding federal, state and international tax
compliance, acquisitions and international tax planning.

In the past the Board of Directors had considered the role of Bloom & Co., LLP
in providing certain tax services to the Company and had concluded that such
services were compatible with Bloom & Co., LLP's independence as our auditors.
In addition, since the effective date of the SEC rules stating that an auditor
is not independent of an audit client if the services it provides to the client
are not appropriately approved (which was previously done by the Board of
Directors). Now the Board acting as the Audit Committee, will pre-approve all
audit and permissible non-audit services provided by the independent auditors.

The Company does not have an Audit Committee. Irwin Pearl, the sole officer and
one of the two directors, performs some of the same functions of an Audit
Committee, such as: recommending a firm of independent certified public
accountants to audit the annual financial statements; reviewing the independent
auditors independence, the financial statements and their audit report; and
reviewing management's administration of the system of internal accounting
controls. The Company does not currently have a written audit committee charter
or similar document.

The Company does not have a financial expert. The Company believes the cost
related to retaining a financial expert at this time is prohibitive and not
warranted.


                                       18





<PAGE>

SIGNATURES


In accordance with Section 13 or 15 (d) of the Exchange Act, the Company has
duly 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, President
Date: April 24, 2007



Pursuant to the requirements of the Exchange Act this report has been signed
below by the following persons on behalf of the Company and in their capacities
and on the dates indicated.



/s/Irwin Pearl
Irwin Pearl, Director
Date: April 24, 2007


/s/Thomas Regan
Thomas Regan, Director
Date: April 24, 2007



                                       19



<PAGE>


                                     PART II

ITEM 7. FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
Contents

<S>                                                                                       <C>
Independent Auditors' Report

Balance Sheet at April 30, 2006 and                                                            F2
2005

Statement of Operations for the fiscal years ended April 30, 2006 and                          F3
2005

Statement of Shareholders' Equity for the fiscal years ended April 30, 2006 and 2005           F4

Statement of Cash Flows for the fiscal years ended April 30, 2006 and                          F5
2005

Notes to Consolidated Financial                                                              F6-F12
Statements

</TABLE>


<PAGE>


BLOOM & CO., L.L.P.
7 TWELFTH STREET      GARDEN CITY    NEW YORK 11530      TEL:  516-746-4200
CERTIFIED PUBLIC ACCOUNTANTS                             FAX: 516-746-7900



SIROUSSE TABRIZTCHI, Ph D, CPA                                MEMBER OF
REZA MOGHADASSI, MBA, MS, CPA                           AMERICAN INSTITUTE OF
ROD TABRIZTCHI, ESQ., MBA                           CERTIFIED PUBLIC ACCOUNTANTS




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Orion Diversified Technologies, Inc.
Long Beach, New York


We have audited the accompanying balance sheets of Orion Diversified
Technologies, Inc. as of April 30, 2006, and 2005 and the related statements of
operations, changes in stockholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made, by management as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Orion Diversified Technologies,
Inc. as of April 30, 2006, and 2005 and the results of its operation, changes in
stockholders' equity and its cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has incurred losses from operations for
several years and has a net capital deficiency that raises substantial doubt
about its ability to continue as a going concern. Management's plans with regard
to these matters are also described in Note 6. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


Bloom & Co. LLP
Hempstead, New York
September 14, 2006, except Note 2 As to which the date is April 10, 2007

                                      F-1

<PAGE>



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                                  BALANCE SHEET
                   FOR THE YEAR ENDED APRIL 30, 2006 AND 2005



                                   Assets

                                               2006                  2005
Current Assets:

Cash and cash equivalents                   $     2,370           $     1,453
Loan receivable and accrued interest            795,204               790,757
                                         -------------------------------------

Total Current Assets                            797,574               792,210

Deposits - Ovale                                949,486               949,486
                                         -------------------------------------

Total Assets                                $ 1,747,060           $ 1,741,696
                                         =====================================

                        Liabilities & Stockholders Equity

Current Liabilities:
Accounts payable and accrued expenses          $ 47,755              $ 33,513
Loan payable                                      3,100                   100
                                         -------------------------------------

Total Liabilities                                50,855                33,613

Stockholders Equity:
Common stock, par value $.01 per
share, authorized 10,000,000 shares,
issued and outstanding 9,981,532
and 7,312,532 shares at
April 30, 2006 and April 30, 2005,
respectively.                                    99,816                73,121
Paid in capital                               1,812,890             1,839,585
Retained Earnings (deficit)                   ( 216,501)             (204,623)
                                          ------------------------------------

Total Stockholders Equity                     1,696,205             1,708,083
                                          ------------------------------------

Total liabilities & Stockholders Equity     $ 1,747,060           $ 1,741,696
                                          ====================================



The accompanying notes are an integral part of these financial statements.


                                       F-2


<PAGE>




                                   ORION DIVERSIFIED TECHNOLOGIES, INC.
                                         STATEMENT OF OPERATIONS
                               FOR THE YEARS ENDED APRIL 30, 2006 AND 2005


                                                      2006             2005

Income:

Revenues                                       $        --          $       --

Costs & Expenses:

General & Administrative                            29,325              23,491
                                    -------------------------------------------

Total Costs & Expenses                              29,325              23,491
                                    -------------------------------------------

Net loss before extraordinary item               ( 29,325)           ( 23,491)


Other income (expense):
Interest income                                     17,446              17,446

Income Taxes:
Current                                                 --                  --
Tax benefit                                             --                  --
                                    -------------------------------------------

Net Loss                                       $ ( 11,878)          $ ( 6,045)
                                    ===========================================

Loss per share:
Basic                                              ( .001)             ( .001)
                                    ===========================================

Weighted average number of
shares outstanding                              8,629,018           5,607,896
                                    ===========================================


The accompanying notes are an integral part of these financial statements.





                                       F-3



<PAGE>
                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                   FOR THE YEARS ENDED APRIL 30, 2006 AND 2005

<TABLE>
<CAPTION>

                                   Common                       Additional      Accumulated
                                   Shares        Amount           Capital         Deficit           Total
<S>                              <C>             <C>            <C>           <C>              <C>
Balance 05/01/04                  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

Shares issued for note            1,166,900         11,669         532,101              --         543,770

Shares issued for acquisition     2,064,100         20,641         928,845                         949,486

Net Loss                                 --             --              --        ( 6,045)         ( 6,045)
                             ------------------------------------------------------------------------------

Balance 04/30/05                  7,312,532       $ 73,121     $ 1,839,585     $ (204,623)     $ 1,708,083
                             ==============================================================================

Shares issued for cash                   --             --              --              --              --

Shares released from escrow       2,669,000         26,695         (26,695)             --              --

Net Loss                                 --             --              --        ( 11,878)       ( 11,878)
                             ------------------------------------------------------------------------------

Balance 04/30/06                  9,981,532       $ 99,816     $ 1,866,280     $  (216,501)    $ 1,696,205
                             ==============================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       F-4



<PAGE>
                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                             STATEMENT OF CASH FLOWS
                   FOR THE YEAR ENDED APRIL 30, 2006 AND 2005


                                                        2006          2005
Cash Flow from Operating Activities:

Net (Loss)                                           $   (11,878)   $  (6,045)

Adjustments to Reconcile Net Loss to Net
Cash provided by (Used in) Operating Activities:
Shares issued for services                                    --          100
Changes in Operating Current Assets and Liabilities:
Accounts payable and accrued expenses                     14,241       11,031
Interest receivable                                      (17,446)     (17,446)
                                                    --------------------------

Net Cash Provided by (Used in) Operations                (15,083)      (8,960)

Cash Flow from Financing Activities:

Loans payable                                              3,000
Due to officer                                                --      (20,000)
Shares issued for cash                                        --      543,770
                                                    --------------------------

 Net Cash Provided by Financing Activities                 3,000      523,770

Note receivable                                           13,000     (543,770)
Payment on notes receivable                                            17,500
------------------------------------------------------------------------------

 Net Cash Provided (Used) by Investing Activities         13,000     (526,270)

Net increase/Decrease in cash                                917      (11,460)
Cash and cash equivalents- Beginning                       1,453       12,913
                                                    --------------------------

Cash and cash equivalents - Ending                       $ 2,370      $ 1,453
                                                    ==========================

The accompanying notes are an integral part of these financial statements.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

For the year ended April 30, 2005:None
For the year ended April 30, 2006:

On November 8, 2004, 2,669,000 shares were issued in exchange for Class B shares
of Ovale in the amount of $949,486. The purchase of the notes and the share
exchange were valued at $.46 per share.

The former officer and shareholder waived the right to a receivable of $2,556
and made a capital contribution to the Company.

                                       F-5


<PAGE>

                      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 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 that year end the Company has entered
into a reverse merger agreement with a Swiss Company (See note 9).

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 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.

                                       F-6

<PAGE>

                      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.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment under Statement of
Financial Accounting standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." Long-lived assets to be held and used are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The carrying amount
of a long-lived asset is not recoverable if it exceeds the sum of the
undiscounted cash flows expected to result from the use and eventual disposition
of the asset. Long-lived assets to be disposed of are reported at the lower of
carrying amount or fair value less cost to sell

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.

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.

                                       F-7


<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


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

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.


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 Financial Accounting Standards Board (FASB) issued
Statement of Accounting Standard (SFAS) 123R, Share-Based Payment: This
statement is a revision of SFAS 123, Accounting for Stock-Based Compensation and
supersedes APB 25, Accounting for Stock Issued to Employees. SFAS 123R requires
all share-based payments to employees, including grants of employee stock
options, to be recognized in the financial statements based at their fair values
beginning with the first fiscal year beginning after June 15, 2005, with early
adoption encouraged. Under the current rules, the Company will be required to
adopt SFAS 123R in the first quarter of fiscal 2006, beginning December 1, 2005.

Under SFAS 123R, the pro forma disclosures previously permitted will no longer
be an alternative to financial statement cognition. Orion must determine the
appropriate fair value model to be used for valuing share-based payments to
employees, the amortization method for compensation cost and the transition
method to be used at the date of adoption. The transition methods include
modified prospective and modified retrospective adoption options. Under the
modified retrospective options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The modified
prospective method requires that compensation expense be recorded for all
unvested stock options and restricted stock at the beginning of the first year
of adoption of SFAS 123R, while the modified retrospective method would record
compensation expense for all unvested stock options and restrictive stock
beginning with the first period restated.

Additionally, SFAS 123R clarifies the timing for recognizing compensation
expense for awards subject to acceleration of vesting on retirement. This
compensation expense must be recognized over the period from the date of grant
to the date retirement eligibility is met if it is shorter than the vesting
term. The effect on future earnings is dependent upon a number of factors
including the number of options granted, the vesting period, the exercise price
of the options, the Company stock price and volatility, and other factors and
therefore cannot be determined. However, while the adoption of FAS 123R will
have no effect on the Company's cash flows or financial position, the Company
believes that it will have an adverse effect on future results of operations if
any options or warrants are to be issued.

In March 2005, the U.S. Securities and Exchange Commission, or SEC, released
Staff Accounting Bulletin 107, Share-Based Payments, ("SAB 107"). The
interpretations in SAB 107 express views of the SEC staff, or staff, regarding
the interaction between SFAS 123R and certain SEC rules and regulations, and
provide

                                       F-8


<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

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

the staff's views regarding the valuation of share-based payment arrangements
for public companies. SAB 107 provides guidance related to share-based payment
transactions with non-employees, the transition from nonpublic to public entity
status, valuation methods (including assumptions such as expected volatility and
expected term), the accounting for certain redeemable financial instruments
issued under share-based payment arrangements, the classification of
compensation expense, non-GAAP financial measures, first-time adoption of SFAS
123R in an interim period, capitalization of compensation cost related to
share-based payment arrangements, the accounting for income tax effects of
share-based payment arrangements upon adoption of SFAS 123R, the modification of
employee share options prior to adoption of SFAS 123R and disclosures in
Management's Discussion and Analysis subsequent to adoption of SFAS 123R. SAB
107 requires stock-based compensation be classified in the same expense lines as
cash compensation is reported for the same employees. We will apply the
principles of SAB 107 in conjunction with our adoption of SFAS 123R.


In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections,
a replacement of APB 20, Accounting Changes and SFAS 3 Reporting Accounting
Changes in Interim Financial Statements. SFAS 154 requires retrospective
application to prior periods' financial statements of a voluntary change in
accounting principle unless it is impracticable. SFAS 154 improves financial
reporting because its requirements enhance the consistency of financial
information between periods. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The Company is required to adopt the provisions of SFAS 154 in its first fiscal
quarter of fiscal 2006. We do not expect the adoption of this statement to have
a material impact on our financial position or results of operations.

The adoption of SFAS 151, Inventory Costs, an amendment of ARB No. 43, Chapter
4; had no effect on the Company's financial position or results of 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 Special 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. While we do not have or a VIE that we have determined
will qualify for consolidation.

Reclassifications: Certain prior year amounts have been reclassified to conform
with the presentation used in the year ended April 30, 2006.

Reclassification and Adjustment

The Company reclassified the $949,486 of Ovale shares held pending the
completion of the merger agreement as deposits. Previously, they were classified
as equity interest in Ovale.

The Company had recorded the 2,669,541 shares released from escrow in 2006. The
number of shares issued was 2,669,000. The Company reduced the number of shares
issued and outstanding by 541 shares.

                                       F-9


<PAGE>


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

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
and bankruptcy laws, the liability is subject to the statute of limitations and
bankruptcy relief and therefore is no longer due.

NOTE 4 - RELATED PARTY TRANSACTIONS

On June 2, 1990, the Board of Directors agreed to provide compensation to Mr.
Petito, the Company's former president, 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.


Due to Officer

As of April 30, 2006 and 2005, the amounts owed to the officer were:

                                    2006                        2005

Due to officer                      $ --                    $ 22,556
Less: Amount paid                     --                     (20,000)
Less: Forgiveness                     --                     ( 2,556)

Balance due officer                 $ --                        $ --
                               =====================================


NOTE 5. NET OPERATING LOSS CARRYFORWARDS

As of April 30, 2006 the Company had NOLs of $216,501. These NOLs and
corresponding estimated tax assets, computed at a 35% tax rate, expire as
follows:


Year loss           Expiration                 Loss                   Estimated
 Incurred              Date                   Amount                  Tax Asset
  04/30
   1995                2010                   $ 69,583                 $ 24,354
   1996                2011                     70,260                   24,591
   1999                2014                        400                      140
   2000                2015                        400                      140
   2001                2016                     26,900                    9,415
   2002                2017                      4,019                    1,407
   2004                2019                     27,016                    9,456
   2005                2020                      6,045                    2,116
   2006                2021                     11,878                    4,157
--------------------------------------------------------------------------------

  Total                                      $ 216,501                 $ 75,776
                                  ==============================================

                                       F-10


<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5. NET OPERATING LOSS CARRYFORWARDS (continued)

Under the provisions of SFAS 109, NOLs represent temporary differences that
enter into the calculation of deferred tax assets. Realization of deferred tax
assets associated with the NOL is dependent upon generating sufficient taxable
income prior to their expiration. The tax law reduces the allowable NOL with
changes in ownership. Due to this fact the Company may not benefit from the
NOLs.

Management believes that there is a risk that certain of these NOLs may expire
unused and, accordingly, has established a valuation allowance against them.
Although realization is not assured for the remaining deferred tax assets, based
on the historical trend in sales and profitability, the estimated tax assets and
valuation allowance were $216,501, as of April 30, 2006. The Company believes it
is likely that the benefit of these additional assets may not be realized in the
future.

Net operating loss carryforwards                $ 75,776
Less: Valuation allowance                        (75,776)
                                    ---------------------

Net deferred tax assets - current                   $ --
                                    =====================


NOTE 6. 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 five years ended April 30,
2006, and the statement of retained earnings for the year ended April 30, 2006
reflect a retained deficit of $216,501. 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 7 - PENDING BUSINESS COMBINATION

On September 15, 2004, the Company, 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 Company 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 Company.

In addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000 from
the Company 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 Company's
common stock for each Euro lent to Ovale by the Company 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 Company, and the Holders will collectively own
approximately 75% of the total number of shares of the Company's common stock


                                       F-11

<PAGE>

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 7 - PENDING BUSINESS COMBINATION (continued)

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 Company 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 Company's principal
executive officers and as members of the Company's Board of Directors; (ii) the
Company will elect a Chief Financial Officer; (iii) Irwin Pearl will remain as a
member of the Company's Board of Directors; and (iv) the Company will become
principally engaged in the design and distribution of high quality infant
clothing, gifts and accessories.

On November 8, 2004, the Company, 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 Initial closing, which took place on
November 19, 2004, the Company 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 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. An aggregate of 2,669,541 of these
shares were held in escrow until the second closing when The subject Ovale
financial statements were delivered to Ovale in November, 2005 and the Orion
shares held in escrow were delivered to Vladimir Fabert (1,949,541 shares) and
Alexandra Fabert, his wife (720,000 shares). The release of these shares was
recorded as addition to common stock and reduction in the additional paid in
capital of $26,695. 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 Company 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 Company's Board of Directors shall remain in tact
until the second closing. As previously reported in the Company's Form 10-KSB
for the fiscal year ended April 30, 2004, the transaction with Ovale was
previously approved by two-thirds of the Company's shareholders.


                                       F-12

<PAGE>



INDEX TO ATTACHED EXHIBITS AND EXHIBITS

2.(iii) Second Amendment, dated January 3, 2006, to the Exchange Agreement
dated September 15, 2004.
31.1 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2003
32.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley act of 2003

Exhibit 2.(iii)

THIS IS A SECOND AMENDMENT, DATED AS OF JANUARY 31, 2006 TO THE SHARE EXCHANGE
AGREEMENT BY AND BETWEEN ORION DIVERSIFIED TECHNOLOGIES, INC. AND OVALE, S.A.
DATED SEPTEMBER 15, 2004 (THE "Exchange Agreement").

Whereas Section 1.1 paragraph 2) of the Exchange Agreement provides that:

the June Borrowers shall accept, and Orion shall pay to them, CHF 50,000 as
additional payment for their Class A Ovale Shares; and the debt of the June
Borrowers to Orion shall thus be extinguished

IT IS HEREBY STIPULATED AND AGREED:

1. the intent of the stated paragraph was to extinguish the debt of the June
Borrowers and not to make a cash payment to them;

2. no cash payment was made to the June Borrowers on the First Closing;

2. the June Borrowers waive any rights they may have had, or have, to any
payment of the said CHF 50,000 to them, and

3. Orion reaffirms that the debt of the June borrowers to Orion for CHF 50,000
is deemed extinguished.


Dated: as of January 31, 2006

Orion Diversified Technologies, Inc.

By: /s/Irwin Pearl
Irwin Pearl President


JUNE BORROWERS
                                   Synergy Investment Management Ltd
___________________
Vladimir Fabert                    by_______________________
                                         Majid El Sohl, Principal

______________________
Gilles Neveu                       Atlantic International Capital Holdings, Inc.

______________________             _______________________
 Gholamreza Shahbazi               By  David Laing, Principal