U.
      S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB





|X|
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF


THE
      SECURITIES EXCHANGE ACT OF 1934





FOR
      THE
      FISCAL YEAR ENDED APRIL 30, 2007





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,NY11550


(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 August 2, 2007, was approximately
      $5,490,140.





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, 9,982,073 shares





**DOCUMENTS
      INCORPORATED BY REFERENCE**


None








Orion
      Diversified Technologies, Inc.


Form
      10-KSB Annual Report





Table
      of
      Contents





Part
                IItem
                1
            Description
                of  Business
            1Item
                2
            Description
                of Property
            4Item
                3
            Legal
                Proceedings
            4Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            4Part
                IIItem
                5.
            Markets
                for Common Equity and Related Stockholders Matter
            5Item
                6
            Management's
                Discussion and Analysis or Plan of Operation
            6Item
                7
            Financial
                Statements (See Financial Section)
            8Item
                8
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure.
            8Item
                8A
            DisclosureControls and Procedures
            8Item
                8B
            Other
                Information
            8Part
                IIIItem
                9
            Directors,
                Executive Officers, Promoters and Control Persons
            9Item
                10
            Executive
                Compensation
            10Item
                11
            Security
                Ownership of Certain Beneficial Owners and
                Management
            11Item
                12.
            Certain
                Relationships and Related Transactions
            12Item
                13
            Exhibitsand Reports on Form 8-K
            13Item
                14
            Principal
                Accountant Fees and Services
            13











PART
      I





**ITEM
      1. DESCRIPTION OF BUSINESS**





(a)
      Business Development





Historical
      Development





The
      Registrant (“Orion”) 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 of the Bankruptcy Act , on
      April 30, 1990.  Thereafter it was released from the proceeding and
      commenced looking for another business.  It became involved in a real
      estate project which did not succeed and then became a shell again looking
      for
      an opportunity.





The
      Orion’s address is 11 Front St. Hempstead, NY 11550, and its telephone
      number is  (516) 220-1229.





Recent
      Developments





*Ovale
      S.A Business Combination*





On
      September 15, 2004, the Orion, 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 (the "Exchange Agreement") that
      amended, restated and replaced their prior 2003 agreement.  Pursuant
      to the Exchange Agreement, the Holders agreed to tender to the Orion 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 Orion.





In
      addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000 from
      the
      Orion 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 €700,000 (the “Fabert-Ovale Loan”) agreed that at
      the closing: (i) Fabert shall accept 1.667 shares of the Orion's common stock
      for each Euro lent to Ovale by the Orion 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 Orion, and the Holders will
      collectively own approximately 75% of the total number of shares of the Orion'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 Orion 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 Orion's principal executive officers and as members
      of
      the Orion's Board of Directors; (ii) the Orion will elect a Chief Financial
      Officer; (iii) Irwin Pearl will remain as a member of the Orion's Board of
      Directors; and (iv) the Orion will become principally engaged in the design
      and
      distribution of high quality infant clothing, gifts and
      accessories.





On
      November 8, 2004, the Orion, Ovale and the Holders entered into an amendment
      (the "Amendment") to the Exchange Agreement.  Pursuant to the
      Amendment, the parties agreed to consummate the business combination made the
      subject of the Exchange Agreement in two closings. At the first closing, which
      took place on November 19, 2004, the Orion delivered 5,900,000 shares of its
      common stock, $.01 par value per share, to Frederic,Cottier, the designated
      Swiss escrow agent. An aggregate of 2,669,541 of these shares are being held
      in
      escrow until the second closing when the same shall be delivered to Vladimir
      Fabert (1,949,541 shares) and Alexandre Fabert, his wife (720,000 shares).
      An
      aggregate of 1,166,900 shares were delivered to the owners of the Orion-Ovale
      loan and 2,063,559 shares were delivered to the Ovale shareholders in proportion
      to their interests in Ovale.  Also, the Orion-Ovale loan was assigned
      to Orion, all issued and outstanding shares of Ovale were delivered to Ovale’s
      counsel until the second closing, and  €443,894 held in trust in
      Switzerland, was released to Ovale for use in its business.  At the
      second closing, Orion 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 Orion's Board of Directors
      shall
      remain in tact until the second closing.  As previously reported in
      Orion's Form 10-KSB for the fiscal year ended April 30, 2004, the transaction
      with Ovale was previously approved by a majority of Orion's
      shareholders.











*Business
      of Orion*





For
      several years prior to entering into its agreements with Ovale, Orion was a
      "shell" corporation with no assets and limited liabilities.  Since
      entering into its agreements with the Ovale shareholders in 2003, Orion's
      management limited Orion's activities to seeking to consummate the business
      combination with Ovale, S.A.’s shareholders. No business combination was
      concluded by Orion during the three fiscal years ended April 30,
      2007.





Until
      September 15, 2004, Orion 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, Orion will attempt
      to
      identify and negotiate with a business target for the merger of that entity
      with
      and into Orion.  In certain instances, a target company may wish to
      become a subsidiary of Orion or may wish to contribute or sell assets to Orion
      rather than to merge. No assurances can be given that Orion will be successful
      in identifying or negotiating with any target company.  The Registrant
      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 Orion, and the substitution by
      the
      target company of its own management and board of directors.  No
      assurances can be given that Orion will be able to enter into a business
      combination, or, if Orion 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.





*Risk
      Factors*





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





No
      Operating History or Revenue and Minimal Assets.  The Registrant
      has had no operating history nor any revenues or earnings from operations for
      at
      least the last three years.  The Registrant has no significant assets
      except for its interest in Ovale, and has no financial resources.  The
      Registrant will, in all likelihood, incur operating expenses without
      corresponding revenues, at least until the consummation of a business
      combination.  This may  result  in
      the  Registrant incurring  a
      net  operating  loss
      which  will  increase  continuously until Orion
      can consummate a business combination with a target company.  There
      can be no assurance that Orion 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 Orion's Proposed Operations.  The success of Orion'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 Orion.  The Registrant's
      only two executive officers and directors are Mr. Irwin Pearl, the President,
      Secretary and Chief Financial Officer, and Mr. Thomas F. Regan, the Vice
      President, neither of whom have entered into written employment agreements
      with
      Orion or are expected to do so in the foreseeable future. The Registrant 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 Orion's business and its likelihood of consummating a business
      combination.









Conflicts
      of Interest--General. The Registrant's two officers and directors
      participate in other business ventures which may compete directly with
      Orion.  Although none are anticipated, conflicts of interest and
      non-arms length transactions may also arise in the future. Management does
      not
      anticipate that Orion 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
      inificant  acquisitions  including  certified  financial  statements  for  Orion
      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 Orion.  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.  If the Exchange
      Agreement does not close, Orion will look for another reverse merger
      opportunity.  The Registrant has not conducted, nor have others made
      available to it, market research indicating that demand exists for the
      transactions contemplated by Orion.  Even in the event demand exists
      for a merger or acquisition of the type contemplated by Orion, there can be
      no
      assurance Orion will be successful in completing any such business
      combination.





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





Probable
      Change in Control and Management.  A business combination
      involving the issuance of Orion's common stock will, in all likelihood, result
      in shareholders of a target company obtaining a controlling interest in
      Orion.  Any such business combination may require shareholders of
      Orion to sell or transfer all or a portion of Orion's common stock held by
      them.  The  resulting change in control of
      Orion  will likely result in removal of the present officers and
      directors of Orion and a corresponding  reduction in or elimination of
      their  participation in the future affairs of Orion.





Reduction
      of Percentage Share Ownership Following Business Combination. The
      Registrant'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 Orion issuing securities to shareholders of such business
      entity.  The issuance of previously authorized and unissued common
      stock of Orion would result in reduction in percentage of shares owned by the
      present shareholders of Orion and would most likely result in a change in
      control or management of Orion.





Aspects
      of Blank Check Offering.  The Registrant 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 Orion. 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 Orion or the target.





Taxation.  Federal
      and state tax consequences will, in all likelihood, be major considerations
      in
      any business combination Orion may undertake.  Currently, such
      transactions may be structured so as to result in tax-free treatment to both
      companies, pursuant to various federal and state tax provisions.  The
      Registrant intends to structure any business combination so as to minimize
      the
      federal and state tax consequences to both Orion 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 Orion will request that any
      potential business opportunity provide audited financial statements. In such
      case, Orion 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 Orion rather than incur
      the
      burdens associated with preparing audited financial statements.








**ITEM
      2. DESCRIPTION OF PROPERTY**





Rental
      Premises.  The Registrant has been dormant since
      1997.   During the fiscal year ended April 30, 2005, and through
      the date of this Report, Orion had no properties nor did it enter into any
      agreement or arrangements to acquire any properties.  Orion now has
      its offices at a location where it is able to use the limited space it needs,
      around 100 square feet, on a temporary basis rent free from month to
      month.  The Registrant's temporary space is adequate for Orion's
      present needs, and its management expects that Orion will continue this
      arrangement until the completion of an acquisition or merger.








**ITEM
      3. LEGAL PROCEEDINGS**





On December 5,
      2003, and as previously reported in Orion's Form 10-QSB Quarterly Report of
      the
      nine months ended January 31, 2004, Orion was served with a summons and
      complaint by Joseph Petito, Orion's former President and principal stockholder,
      in a suit entitled Petito v. James T. Patten, et. al. in the United States
      District Court, Eastern District of New York (the “Action).  The plaintiff
      has alleged that Orion and certain of its officers, directors and shareholders
      have failed to pay the Plaintiff for his majority share ownership in Orion,
      failed to issue Plaintiff a replacement share certificate and sought treble
      damages in the amount of $4,609,000. The time for Orion to file a response
      has not yet expired.  Aside from approximately $22,556 in which is owed to
      Mr. Petito under the November 30, 2001 Option Agreement reported in Orion's
      Form
      10-KSB Annual Report for the fiscal year ended April 30, 2005, Orion viewed
      the
      plaintiff’s claims as baseless. In August 2004, and in consideration of the sum
      of $20,000 paid to him by Orion, Orion received a general release from Mr.
      Petito and a stipulation discontinuing the Action with prejudice.








**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 Orion conduct an Annual Meeting of its
      stockholders pursuant to definitive proxy materials under Regulation 14 A under
      the 34 Act, or otherwise.





PART
      II








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





(a)
      Market Information.





Since
      approximately November 1996, Orion's common stock, its only class of equity
      securities, has been traded in the over-the-counter market in the pink sheets
      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 the
      National Quotation Bureau, Inc. 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
                2007**:FIRST
                QUARTERMay
                1st thru July 31, 2006
            $.73
            $
                .42SECOND
                QUARTERAugust
                1st thru October 31, 2006
            .45
            .31THIRD
                QUARTERNovember
                1st thru January 31, 2007
            1.01
            .45FOURTH
                QUARTERFebruary
                1st thru April 30, 2007
            1.00
            .31**Fiscal
                2006**:FIRST
                QUARTERMay
                1st thru July 31, 2005
            2.00
            1.30SECOND
                QUARTERAugust
                1st thru October 31, 2005
            1.55
            1.10THIRD
                QUARTERNovember
                1st thru January 31, 2006
            1.35
            0.70FOURTH
                QUARTERFebruary
                1st thru April 30, 2006
            0.90
            .30








(b)
      Holders.  As of April 30, 2007, the approximate number of holders of
      record of shares of Orion's Common Stock,$.01 par value per share, Orion's
      only
      class of trading securities, was believed by management to be as
      follows:





Title
                of Class
            Number
                of Record HoldersCommon
                Stock, $.01 par
            270





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 Orion.








(c)
      Dividends.





The
      Registrant has paid no dividends during the fiscal years ended April 30, 2006,
      and April 30, 2007. 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 Orion insolvent, there are
      no
      restrictions on Orion's present or future ability to pay dividends.





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








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





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





*Results
      of Operations*





During
      the two fiscal years ended April 30, 2007, and 2006, Orion had discontinued
      all
      operations and did not earn any revenues.





Commencing
      on November 30, 2001, Orion's general and administrative expenses were entirely
      attributable to keeping Orion 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
      Registrant did not conduct any research and development or selling and marketing
      activities in the two fiscal years ended April 30, 2007, and
      2006.  The Registrant is not currently conducting any research and
      development or selling and marketing activities.





During
      the two fiscal years ended April 30, 2007, and 2006, Orion recognized a net
      loss
      of $(53,046) and $(11,878), respectively.    The net losses
      were principally the result of accrued interest expense related to a loan made
      by a shareholder and professional fees.  The amount of professional
      fees in 2007 and 2006 were $21,319 and $16,497, respectively.  During
      the fiscal year ended April 30, 2007, Orion experienced a increase of
      $4,822 or 29.2% increase in professional fees.  The increase in
      professional fees represents the additional cost incurred in SEC
      filings.  Interest expense increased
      from  $-0-  in 2006 to $30,012 in 2007.  The
      general and administrative expenses were $17,721 and $12,828 in 2007 an 2006,
      respectively.    The
      Registrant  does  not  anticipate  sales  of  any  products  or  service  in
      the foreseeable future other than those of a potential merger
      partner.





On
      November 30, 2001, and as disclosed herein under Item 1, Mr. Petito entered
      into
      an option agreement with the 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 Orion 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, Orion 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, Orion 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 Orion’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, Orion underwent a change of control.  The future of Orion
      is entirely dependent on management's ability to secure a business combination
      partner or establish profitable operations.








*Financial
      Condition*





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





As
      of
      April 30, 2007 and April 30, 2006, Orion had cash of $2,640 and $2,370
      respectively.





The
      company had a principal balance of $184,530 and $205,080 on a loan to Ovale
      on
      April 30, 2007 and April 30, 2006 respectively.  The balance of the
      loan decreased $20,550, or 10% during fiscal year ended April 30,
      2007.  The loan yields interest at 8% per annum. The interest
      receivable on the loan increased by $16,006 or 34.5% from $46,353 in 2006 to
      $63,359 in 2007.





In
        March,
        2007 Orion received $13,000 from Ovale and in April, 2007, it received an
        additional $7,000 in cash to defray Orion’s expenses.  These sums were
        accounted for as a reduction of Ovale’s debt to Orion.  In 2003, Orion
        had advance $253,080 to Ovale as a loan.  The loan bears an interest
        of 8%.   During the fiscal year ended April 30, 2007, Ovale
        repaid $20,550.  The outstanding balance on the loan as of April 30,
        2007 is $184,530.  Interest on the loan for the Fiscal year ended
        April 30, 2007 was $16,006.





The
      Company’s net working capital decreased by $24,546 from $746,719 on April 30,
      2006 to $722,173 on April 30, 2007.  The reason for this decrease was
      primarily because of a loan from a shareholder and related accrued interest
      expenses. In
      September of 2006, the Company had issued a note payable and received a loan
      of
      $30,000 from one its shareholders.  The note bears 8% interest per
      annum and requires the Company to issue 40,000 shares of common stock to the
      noteholder.  The 40,000 shares to be issued were valued at $14,000, or
      $0.35 per share, the market price at the date of agreement, and recorded as
      additional paid in capital.  The note was required to be paid within 150
      days after execution.  Until the note is repaid, the Company must
      issue 10,000 common shares to the noteholder on the first of every month
      subsequent to the repayment date of the loan.  As of April 30, 2007,
      the Company was obligated to issue to the noteholder an additional 20,000 shares
      of common stock as penalty for failure to repay the loan.  The 20,000
      shares to be issued for the failure to repay the loan were valued at $14,500
      and
      were charged to interest expense and added to the additional paid in
      capital.  The shares to be issued at March 1, 2007 and April 1, 2007 were
      valued at $0.70 and $0.75 per share, the market prices at those dates,
      respectively. Also, the company amortized the discount of $14,000 on the matured
      note payable.





The
      Registrant is authorized to issue up to 10,000,000 shares of its Common
      Stock.  As of April 30, 2007, there were 9,982,073 shares of Orion's
      Common Stock issued and outstanding and there were no changes as of April 30,
      2007.





During
      the two fiscal years ended April 30, 2007, the economic viability of Orion
      was
      and continues to be entirely dependent upon Orion’s ability to raise capital
      through private  offerings, loans and the  consummation of a
      business combination.





*Employees*





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





*Capital
      Expenditures*





The
      Registrant did not have any material commitments for capital expenditures at
      April 30, 2007 or 2006.





*Effects
      of Inflation*





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











**ITEM
      7. FINANCIAL STATEMENTS**





Financial
      statements meeting the requirements of Item 310 of Regulation S-B, for the
      fiscal year ending April 30, 2006 were audited by Bloom & Co. LLP and for
      the fiscal year ending April 30, 2007 were audited by
      Tabriztchi  & Co., CPA, P.C. (formerly Bloom & Co.
      LLP)..





**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





An
      evaluation of the effectiveness of the design and operation of the Company’s
      disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
      and 15d-15(e) as of April 30, 2007 was carried out under the supervision and
      with the participation of the Company’s management, including the President and
      Chief Executive Officer and the Chief Financial Officer (“the Certifying
      Officers”). Based on that evaluation, the Certifying Officers concluded that the
      Company’s disclosure controls and procedures are effective.





Disclosure
      controls and procedures are designed to ensure that information required to
      be
      disclosed in our reports filed or submitted under the Securities Exchange Act
      is
      recorded, processed, summarized and reported within the time periods specified
      in the SEC’s rules and forms.  Disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed in our reports filed or submitted under
      the
      Securities Exchange Act is accumulated and communicated to management, including
      our President and Chief Financial Officer, as appropriate, to allow timely
      decisions and timely reporting regarding required disclosure.





(b)
      Changes in internal controls





There
      was
      no change to the Company’s internal control over financial reporting during the
      year ended April 30, 2007 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.





**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 Orion; (2) all positions and offices
      with Orion 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:





Duration
                andDate
                of
            Position
                &
            Age
                andExpiration
                of
            Office
                with
            DirectorName
            Present
                Term
            Registrant
            SinceIrwin
                Pearl
            One
                yearNext
                Annual
            President,
                Chief Financial Officer and
            64,
                11/30/01Meeting
            DirectorThomas
                F. Regan
            One
                yearNext
                Annual
            President
                and
            64,
                11/30/01Meeting
            Director


__________________________





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 Orion.





(4)
      Business Experience





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





IRWIN
      PEARL. Mr. Pearl was elected as Orion'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.





THOMAS
      F.
      REGAN. Mr. Regan was elected as a director and Orion'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.








(5)
      Directorship





Each
      Director of Orion has indicated to Orion that he or she is not presently a
      director in any other Registrant 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
      Registrant 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 Orion.





(C)
      Family Relationships





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





(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  Registrant  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.








**ITEM
      10. EXECUTIVE COMPENSATION.**





(a)
      General





(1)
      through (7) All Compensation Covered. During the three fiscal years ended April
      30, 2007, no compensation was paid to, accrued or set aside for any executive
      officer or director of Orion.





(b)
      Summary Compensation Table





SUMMARY
                COMPENSATION TABLEAnnual
                Compensation
            Long-Term
                CompensationRestricted
            SecuritiesStock
            Underlying
                LTIName
            Year
            Salary
            Bonus
            Other
            Award(s)
            Options
            PayIrwin
                Pearl
            2005
            -0-
            None
            None
            None
            None
            NoneThomas
                Regan
            2005
            -0-
            None
            None
            None
            None
            NoneIrwin
                Pearl
            2006
            -0-
            None
            None
            None
            None
            NoneThomas
                Regan
            2006
            -0-
            None
            None
            None
            None
            NoneIrwin
                Pearl
            2007
            -0-
            None
            None
            None
            None
            NoneThomas
                Regan
            2007
            -0-
            None
            None
            None
            None
            None


_________________





(c)  Option/SAR
      Grant Table.  During the fiscal year ended April 30, 2007, Orion
      made no grants of stock options or freestanding SAR's.





(d)
      Aggregate Option/SAR Exercises and Fiscal Year-End Option/SAR Value
      Table.  No stock options or freestanding SAR's are issued or
      outstanding.  Accordingly, and during the fiscal year ended April 30,
      2007, no stock options or freestanding SAR's were exercised.








On
      June
      2, 2003, and in a consent resolution , a majority of Orion's stockholders
      ratified and approved the 2003 Long Term Incentive Plan wherein an aggregate
      of
      2,000,000 authorized but unissued shares of Orion'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, 2007, Orion made no LTIP awards.





(f)  Compensation
      of Directors.  (1) and (2). During the fiscal year ended April 30,
      2007, no director of Orion 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 Orion is serving pursuant to the terms of a written
      employment or other compensation agreement, understanding or arrangement with
      Orion; and no such agreement was entered into during the fiscal year ended
      April
      30, 2007.





(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, 2007, 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 Owner. The information is
      furnished as of April 30, 2007, as to the number of shares of Orion's Common
      Stock, $.01 par value per share, owned beneficially, or known by Orion to own
      beneficially, more than 5% of any class of such security:





Name
                and Address of Beneficial
            Amount
                and Nature of BeneficialOwner
            Ownership
            Percentage
                of ClassVladimir
                Fabert1,
                Chemin de la SavonniereCollonge-BelleriveSwitzerland
            3,116,441(1)(2)
            19%Parthian
                Securities SA36
                Blvd. HelvetiqueCH-1207
                GenevaSwitzerland
            1,200,000
            12%Grove
                Partners266
                Cedar StreetCedar
                Grove, NJ 07009
            500,000
                (3)
            5%Gable
                InternationalInvestments,
                Ltd.PO
                Box 3152 Road TownToftola,
                British Virgin Islands
            500,000
            5%





(1)
      Represented by a certificate originally issued on November 24, 2004, and
      presently being held in by Ovale in escrow pending the final closing of the
      reverse acquisition business combination described herein in Item 1.includes
      1,166,900 shares received in exchange for a note of Ovale, SA.





(2)Does
      not include an aggregate of 720,000 shares of Orion's Common Stock owned of
      record by Alexandre Fabert, the wife of Vladimir Fabert who is not otherwise
      affiliated with Ovale as an executive officer or director.  Mr. Fabert
      disclaims beneficial ownership of the shares of Orion's Common Stock
      individually owned by his wife.





(3)  Does
      not include an aggregate of 70,000 shares of Orion's Common Stock owned of
      record by Pasquale Catizone, a general partner of Grove Partners. Grove Partners
      disclaims beneficial ownership of the shares of Orion's Common Stock
      individually owned by Mr. Catizone.




(b)  Security
      Ownership of Management.  The  information is furnished
      as of April 30, 2007, as to the number of shares of Orion's Common Stock, $.01
      par value per share owned  beneficially  by
      each  executive  officer  and director of
      the  Registrant  and by all  executive officers
      and  directors as a group:








Name
                and Address
            Amount
                and Natureof
                Beneficial
            of
                BeneficialOwner
            Ownership
            Percentage
                of ClassIrwin
                Pearl25
                Nantwick StreetLido
                Beach, NY 11561
            -0-
            -%Thomas
                F. Regan15
                Lincoln StreetRoseland,
                NJ 07068
            38,500
            -
                %All
                Officers And Directorsas
                a Group of two persons
            38,500(1)
            -%


__________________





(1)  Does
      not include 2,500 shares of Orion'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 Orion's Common Stock owned of record by his children.





(c)
      Changes in Control.  None





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





(a)
      (b)              Transactions
      with Related Persons, and Parents





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





On
      November, 2004, and in connection with the reverse acquisition business
      combination described herein in Item 1., Orion 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.  The certificates of Mr. Fabert are being held by Ovale in
      escrow pending the final closing of the reverse acquisition business combination
      described herein in Item 1. Of the 46 stockholders, only Vladimir Fabert, an
      executive officer and director of Ovale (1, 949,541 shares or approximately
      20%)
      and Alexandre Fabert, his wife, who is not otherwise affiliated with Ovale
      as an
      executive officer or director (720,000 shares or approximately 7%), are the
      record owners of more than 5% of Orion's issued and outstanding shares of Common
      Stock.





Except
      for the foregoing, Orion has not been advised, nor does it have any reason
      to
      believe that during the fiscal year ended April 30, 2007, 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 Orion or any shareholder known by Orion to own of record or
      beneficially more than five (5%) percent of Orion's Common Stock, had a direct
      or indirect material interest in any transaction or presently proposed
      transaction to which Orion or any of its parents was or is a party.





(c)
      Parents.  As at April 30, 2007, Parthian Securities SA, a Swiss
      corporation that is the record and beneficial owner of an aggregate of 1,000,000
      shares of Orion's Common Stock and Vladimir Fabert, an executive officer and
      director of Ovale, may be deemed to be a parents of Orion.





(d)
      Transactions with Promoters. Inapplicable.

















**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 incorporated by reference  to Exhibit
      2(iii) to the Form 10KSB/A of the Company for the year ended April
      30,
      2006 filed on April 25, 2007.





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




3.(i)2Amendment
      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





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





(b)
      Reports on Form 8K:  During the last quarter of the fiscal year
      ended April 30, 2007, Orion did not file any Form 8-K Current
      Reports.








**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





The
      following table sets forth the aggregate fees billed to us for fiscal years
      ended April 30, 2007 by Tabriztchi & Co. and 2006 by Bloom & Co., LLP,
      Orion's auditors:





2007
            2006Audit
                Fees (1)
            $19,575
            $    15,597Non-Audit
                Fees(2):
            813
            --Total
                Fees paid to Auditor
            $20,388
            $    15,597





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





(2)  Non-Audit
      Fees are comprised of fees related to tax services.  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.








All
      other
      fees consist of fees for products and services other than the services reported
      above. In the past the Board of Directors had considered the role of Bloom
&
Co. LLP and Tabriztchi & Co., CPA, P.C. in providing certain tax services to
      Orion and had concluded that such services were compatible with Bloom & Co.
      LLP’s and Tabriztchi & Co., CPA, P.C.’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 Audit Committee will pre-approve all audit
      and permissible non-audit services provided by the independent
      auditors.  It has pre-approved the services provided by Tabriztchi
& Co.





The
      Audit
      Committee has adopted a policy for the pre-approval of services provided by
      the
      independent auditors, pursuant to which it may pre-approve any service
      consistent with applicable law, rules and regulations.  Under the
      policy, the Audit Committee may also delegate authority to pre-approve certain
      specified audit or permissible non-audit services to one or more of its members,
      including the Chairman.  A member to whom pre-approval authority has
      been delegated must report its pre-approval decisions, if any, to the Audit
      Committee at its next meeting, and any such pre-approvals must specify clearly
      in writing the services and fees approved.  Unless the Audit Committee
      determines otherwise, the term for any service pre-approved by a member to
      whom
      pre-approval authority has been delegated is twelve months.








SIGNATURES





Pursuant
      to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
      of
      1934, the Registrant has duly caused this Report to be signed on its behalf
      by
      the undersigned thereunto duly authorized, in the City of Long Beach, State
      of
      New York, on August 1, 2007.





ORION
      DIVERSIFIED TECHNOLOGIES, INC.





BY:/s/Irwin
                PearlIrwin
                Pearl, President





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the following
      persons on behalf of the Registrant and in their capacities and on the dates
      indicated have signed this report below.





/s/Irwin
                PearlIrwin
                Pearl, DirectorDated:
                August 1, 2007Hempstead,
                New York/s/Thomas
                ReganThomas
                Regan, DirectorDated:
                August 1, 2007Hempstead,
                New York










**PART
      II**





**ITEM
      7. FINANCIAL STATEMENTS**











ContentsIndependent
                Auditors' ReportBalance
                Sheet at April 30, 2007 and 2006
            F-1Statement
                of Operations for the fiscal years ended April 30, 2007 and
                2006
            F-2Statement
                of Shareholders' Equity for the fiscal years ended April 30, 2007
                and
                2006
            F-3Statement
                of Cash Flows for the fiscal years ended April 30, 2007 and
                2006
            F-4Notes
                to Consolidated Financial Statements
            F-5










16








REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











Board
      of
      Directors


Orion
      Diversified Technologies, Inc.


Hempstead,
      New York








We
      have
      audited the accompanying balance sheets of Orion Diversified Technologies,
      Inc.
      as of April 30, 2007, and 2006 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 auditing 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, 2007, and 2006 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 5 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 5. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.








/s/
      Tabriztchi & Co., CPA, P.C.


Tabriztchi
      & Co., CPA, P.C.


(formerly
      Bloom & Co., LLP)





August
      6,
      2007











**ORION
                DIVERSIFIED TECHNOLOGIES, INC.**
              **BALANCE
                SHEET**
              **FOR
                THE YEAR ENDED APRIL 30, 2007 AND 2006****Assets**2007
            
            
            2006Current
                Assets:Cash
                and cash equivalents
            
            $
            2,640
            
            
            $
            2,370Note
                receivable and accrued interest
            
            
            790,660
            
            
            
            795,204Total
                Current Assets
            
            
            793,300
            
            
            
            797,574Equity
                interest - Ovale
            
            
            949,486
            
            
            
            949,486Total
                Assets
            
            $
            1,742,786
            
            
            $
            1,747,060**Liabilities
                & Stockholders Equity**Current
                Liabilities:Accounts
                payable and accrued expenses
            
            $
            39,615
            
            
            $
            50,855Notes
                payable
            
            
            30,000
            
            
            
            -Interest
                Payable
            
            
            1,512
            
            
            
            -Total
                Liabilities
            
            
            71,127
            
            
            
            50,855Stockholders
                Equity:Common
                stock, par value $.01 per share, authorized10,000,000
                shares, issued and outstanding 9,982,073 sharesand
                9,982,073 shares at April 30, 2007 and April 30, 2006,respectively.
            
            
            99,816
            
            
            
            99,816Paid
                in capital
            
            
            1,841,390
            
            
            
            1,812,890Retained
                Earnings (deficit)
            
            
            (269,547
            )
            
            
            (216,501
            )Total
                Stockholders Equity
            
            
            1,671,659
            
            
            
            1,696,205Total
                liabilities & Stockholders Equity
            
            $
            1,742,786
            
            
            $
            1,747,060




See
        accompanying notes to financial statements





**ORION
                DIVERSIFIED TECHNOLOGIES, INC**
              **STATEMENT
                OF OPERATIONS**
              **FOR
                THE YEAR ENDED APRIL 30, 2007 AND 2006**





2007
            
            
            2006Income:Revenues
            
            $
            --
            
            
            $
            --Cost
                of revenue
            
            
            --
            
            
            
            --Gross
                profit
            
            
            --
            
            
            
            --Operating
                expensesProfessional
                Fees
            
            
            21,319
            
            
            
            16,497General
                and administrative
            
            
            17,721
            
            
            
            12,828Total
                operating expenses
            
            
            39,040
            
            
            
            29,325Operating
                loss
            
            
            (39,040
            )
            
            
            (29,325
            )Other
                income (expense):Interest
                income
            
            
            16,006
            
            
            
            17,446Interest
                Expense
            
            
            (30,012
            )
            
            
            --Other  income
                (expense), net
            
            
            (14,006
            )
            
            
            17,446Net
                Loss
            
            $
            (53,046
            )
            
            $
            (11,878
            )Loss
                per share:Basic
            
            $
            (0.01
            )
            
            $
            (0.00
            )Weighted
                average number of shares outstanding
            
            
            9,982,073
            
            
            
            8,629,018





See
      accompanying notes to financial
      statements





**ORION
                DIVERSIFIED TECHNOLOGIES, INC.****STATEMENT
                OF CASH FLOWS****FOR
                THE YEAR ENDED APRIL 30, 2007 AND 2006**





2007
            
            
            2006Cash
                Flow from Operating Activities:Net
                (Loss)
            
            $
            (53,046
            )
            
            $
            (11,878
            )Amortization
              of note discount
            
            
            14,000
            
            
            
            --Adjustments
                to Reconcile Net Loss to Net Cash provided by(Used
                in) Operating Activities:Shares
                to be issued as interest on loan
            
            
            14,500
            
            
            
            --Changes
                in Assets and Liabilities:Accounts
                payable and accrued expenses
            
            
            (11,240
            )
            
            
            17,241Interest
                receivable
            
            
            (16,006
            )
            
            
            (17,446
            )Interest
                payable
            
            
            1,512
            
            
            
            --Net
                Cash Provided by (Used in) Operations
            
            
            (50,280
            )
            
            
            (12,083
            )Cash
                flow from investing activitiesCollections
                on note receivable
            
            
            20,551
            
            
            
            13,000Net
                Cash Provided by Investing Activities
            
            
            20,551
            
            
            
            13,000Cash
                Flow from Financing Activities:Loans
                payable
            
            
            16,000
            
            
            
            --Shares
                issued for cash
            
            
            14,000
            
            
            
            --Net
                Cash Provided by Financing Activities
            
            
            30,000
            
            
            
            --Net
                increase/Decrease in cash
            
            
            270
            
            
            
            917Cash
                and cash equivalents- Beginning
            
            
            2,370
            
            
            
            1,453Cash
                and cash equivalents – Ending
            
            $
            2,640
            
            
            $
            2,370SUPPLEMENTAL
                SCHEDULE OF CASH FLOWSInterest
                paid
            
            $
            --
            
            
            $
            --Taxes
                paid
            
            $
            --
            
            
            $
            --




See accompanying notes to financial
      statements









**ORION
                  DIVERSIFIED TECHNOLOGIES, INC.****STATEMENTS
                  OF STOCKHOLDERS' EQUITY (DEFICIENCY)****FOR
                  THE PERIOD MAY 1, 2006 THROUGH APRIL 30, 2007**Common
                  stock,
              
              
              Additional
              
              
              Retained$.01
                  par
              
              
              Paid-in
              
              
              EarningsShares
              
              
              Amount
              
              
              Capital
              
              
              (deficit)
              
              
              TotalBalance
                  May 1, 2006
              
              
              9,982,073
              
              
              $
              99,816
              
              
              $
              1,812,890
              
              
              $
              (216,501
              )
              
              $
              1,696,205Shares
                  to be issued to noteholder1
              
              
              --
              
              
              
              --
              
              
              
              28,500
              
              
              
              --
              
              
              
              28,500Net
                  Loss
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              (53,046
              )
              
              
              (53,046
              )Balance
                  April 30, 2007
              
              
              9,982,073
              
              
              $
              99,816
              
              
              $
              1,841,390
              
              
              $
              (269,547
              )
              
              $
              6,671,659See
                  accompanying notes to financial statements1.The
                  company
                  received $30,000 in exchange for a note payable of $30,000 and
                  40,000
                  shares of common stock to be issued to a note holder. The 40,000
                  shares
                  were valued at $14,000, or $0.35 per share market price at the
                  date of
                  agreement. As penalty for non-payment of the loan, the Company
                  was
                  required to issue 10,000 shares to the note holder on the first
                  of March
                  and 10,000 shares on the first of April. These shares were valued
                  at
                  $7,000 and $7,500, $0.70 and $0.75 market price per share on the
                  first day
                  of March and April 2007, rsepectively.
   **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.




*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.




**ORION
        DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**


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, compensation costs are recognized as an expense
      over the period of employment attributable to the employee stock
      options.  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
      July
      2006, the Financial Accounting Standards Board ("FASB")
      issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes –
an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies
      the accounting for uncertainty in tax positions and provides that the tax
      effects from an uncertain tax position can be recognized in financial
      statements, only if the position is more likely than not of being sustained
      on audit, based on the technical merits of the position. The provisions of
      FIN 48 are effective as of the beginning of fiscal 2008, with the
      cumulative effect of the change in accounting principle recorded as an
      adjustment to opening retained earnings. The Company is currently
      evaluating the impact, if any, that FIN 48 may have on our financial
      statements.





In
      September 2006, the FASB issued SFAS No. 157, Fair Value
      Measurements ("SFAS 157"). This new standard establishes a common
      definition for fair value to be applied to U.S. GAAP guidance requiring use
      of fair value, establishes a framework for measuring fair value, and
      expands disclosure about such fair value measurements.





SFAS
      157
      is effective for fiscal years beginning after November 15, 2007. The
      Company is currently assessing the impact of SFAS 157 on its financial
      position and results of operations.





In
      February 2007, the FASB issued SFAS No. 159, the Fair Value Option
      for Financial Assets and Financial Liabilities - Including an amendment of
      SFAS No.115 ("SFAS 159"), which provides all entities, including
      not-for-profit organizations, with an option to report selected financial
      assets and liabilities at fair value. The objective of SFAS 159 is to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in earnings caused by measuring related assets and
      liabilities differently without having to apply the complex provisions of
      hedge accounting. Certain specified items are eligible for the irrevocable
      fair value measurement option as established by SFAS 159. SFAS 159 is
      effective as of the beginning of an entity's first fiscal year beginning
      after November 15, 2007. Early adoption is permitted as of the beginning of
      a fiscal year that begins on or before November 15, 2007 provided the
      entity also elects to apply the provisions of SFAS 157. The Company is
      currently assessing the impact of SFAS 159 on its financial position,
      results of operations and cash flows.












**ORION
        DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**


**NOTE
      3 - NOTES PAYABLE**





The
      Company is obligated to a non-controlling shareholder for $30,000 advanced
      to
      fund operations. The note bears interest at 8% per annum and was repayable
      on
      the earlier of February 8, 2007 or within 30 days of the closing of the reverse
      acquisition business combination between the Company and Ovale. As additional
      consideration, the Company shall issue 40,000 shares, $.01 par value, of common
      stock.  Because the Company failed to pay the note on the due date, the
      Company is obligated to issue to the lender 10,000 shares of common stock for
      each month the Company fails to repay the loan commencing on the first day
      of
      the first month following the due date and continuing until the loan is repaid
      in full together with all the accrued interest.   As of April 30,
      2007, the Company had not repaid the loan and was required to issue the
      shareholder 20,000 shares as penalty.  As of July of 2007, the Company
      has not repaid the loan, and consequently is required to issue the noteholder
      an
      additional 30,000 shares of common stock for failure to repay the loan during
      the months subsequent to the fiscal year ended April 30, 2007.




**NOTE
      4. NET OPERATING LOSS CARRYFORWARDS**




As
      of
      April 30, 2007 the Company had NOLs of $272,027. These NOLs and corresponding
      estimated tax assets, computed at a 35% tax rate, expire as
      follows:






Year
                lossIncurred
            
            Expiration
            
            Loss
            
            Estimated30-Apr
            
            Date
            
            Amount
            
            Tax
                Asset1995
            
            2015
            
            $ 69,583
            
            $24,3541996
            
            2016
            
            70,260
            
            24,5911999
            
            2019
            
            400
            
            1402000
            
            2020
            
            400
            
            1402001
            
            2021
            
            26,900
            
            9,4152002
            
            2022
            
            4,019
            
            1,4072004
            
            2024
            
            27,016
            
            9,4562005
            
            2025
            
            6,045
            
            2,1162006
            
            2026
            
            11,878
            
            4,1572007
            
            2027
            
            53,046
            
            18,566Total
            
            
            
            $269,547
            
            $94,341




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 $94,341 as of April 30, 2007. The Company believes
      it
      is likely that the benefit of these additional assets may not be realized in
      the
      future.







**ORION
        DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**




Net
              operating loss carryforwards
            $  94,341Less:
              Valuation allowance
            (94,341)Net
              deferred tax assets - current
            $          --




As
        of
        April 30, 2007, the Company’s federal net operating loss carryforwards was
        approximately $269,940.  In the event of any over fifty percent change
        in ownership, as defined by Section 382 of the IRC, the amount of net operating
        loss carry forward used in any one year in the future is substantially
        limited.


**NOTE
      5. 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, 2007, and the statement
      of
      retained earnings for the year ended April 30, 2007 reflect a retained deficit
      of $269,547. 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
      6. 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
      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.







**ORION
        DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**


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.