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

                                   FORM 10-KSB
                                   (Mark One)

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

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2004


                           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 of                                (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                 630 Shore Road, Suite 505, Long Beach, NY 11561
               (Address of Principal Executive Offices) (Zip Code)

                                 (516) 431-1942
                 (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 July 24, 2004, was approximately:$1,906,158.

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, 4,071,532 shares


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

(a) Business Development

   Historical Development

The Registrant was  incorporated  in New Jersey on May 6, 1959.  Until 1986, the
Registrant  was engaged in the marketing  and sale of a line of  semiconductors,
transistors,  diodes and  rectifiers  and, to a lesser extent,  other  ancillary
related electronic  products.  Because of sustained operating loses, the Company
discontinued  this line of operation and filed a plan of  reorganization  (under
Chapter 11) with the United States  Bankruptcy Court for the Eastern District of
New York, on April 30, 1990.

The Registrant's address is 630 Shore Road, Suite 505, Long Beach, NY 11561, and
its  telephone  and  facsimile  numbers are (516)  431-1942 and (516)  431-1907,
respectively.

  Recent Developments

Action by Consent

On June 2, 2003, and  subsequent to the fiscal year covered by this Report,  the
Registrant's  Board  of  Directors  and the  holders  of 61% of the  issued  and
outstanding  shares of the  Registrant's  common stock  adopted  resolutions  by
consent pursuant to pursuant to Section 4A:5-6 the New Jersey Statutes Annotated
in lieu of a meeting of the shareholders of the Registrant (the  "Consent").  In
the Consent,  the  Registrant's  Board of Directors  was  authorized to take the
following  actions  without  further vote or action by the  stockholders  of the
Registrant:

1.   Business Combination.  The negotiation and consummation of a reverse merger
     business  combination with Ovale S.A., a non-affiliated  Swiss  corporation
     ("Ovale")  wherein  all of the  issued  and  outstanding  shares of Ovale's
     common stock, $.01 par value per share, shall be acquired by the Registrant
     solely in exchange for the issuance of an aggregate of 5,900,000 authorized
     but unissued shares of the Registrant's common stock;

2.   Amendment to Certificate of Incorporation.  The Registrant's Certificate of
     Incorporation shall be amended to effectuate: (i) an increase in the number
     of shares of common stock,  $.01 par value per share,  which the Registrant
     is authorized to issue from 10,000,000 to 20,000,000;  (ii) the creation of
     an authorized class of 2,000,000 shares of Preferred Stock,  $.01 par value
     per share (the  "Preferred  Stock") and the  granting  to the  Registrant's
     Board  of  Directors  the   authority,   without   further  action  by  the
     stockholders of the Registrant to provide for the issuance of the shares of
     Preferred  Stock in series,  to  establish  from time to time the number of
     shares to be  included  in each such  series,  and to fix the  designation,
     powers,  preferences  and rights of the shares of each such  series and the
     qualifications,  limitations or restrictions thereof; and (iii) authorizing
     the Registrant's Board of Directors to change the name of the Registrant to
     Ovale, Inc. or such other name as the Board of Directors deems reasonable;

3.   Private  Offerings.  A private offering  placement under Regulation S under
     the Securities Act of 1933, as amended (the "Act") of up to an aggregate of
     1,000,000  authorized but unissued shares of the Registrant's  common stock
     at $1.50 per share,  which shares shall be  restricted  securities  as that
     term is defined under the Act. A second private offering under Regulation S
     and/or  Rule 506 of  Regulation  D under the Act of up to an  aggregate  of
     250,000 authorized but unissued shares of the Registrant's  common stock at
     $1.50 per share,  which shares shall be restricted  securities as that term
     is defined under the Act;

4.   Stock Option Plan.  The adoption of a 2003 Long Term Incentive Plan wherein
     an  aggregate  of  2,000,000   authorized   but  unissued   shares  of  the
     Registrant's  common  stock are  reserved  for issuance of option under the
     plan;

5.   Election of  Directors.  Granting to the existing  Board of  Directors  the
     authority to elect  Vladimir  Fabert and Gilles  Neveau,  the two principal
     executive officers of Ovale, as Directors of the Registrant;

6.   Ratification  of Auditors.  Ratifying  the Board of Directors  selection of
     Bloom & Co, LLP as independent auditors to examine the financial statements
     of the Registrant for the fiscal year ending April 30, 2004; and

7.   Ratification  of Officers  Actions.  Ratifying  the acts and actions of the
     Registrant's  management  since the last annual meeting of the shareholders
     of the Registrant in 1994.

Ovale S.A Business Combination

On May 9, 2003, and as previously  reported in the Registrant's Form 8-K Current
Report of even date, the Registrant entered into a Stock Exchange Agreement (the
"Exchange  Agreement")  with Ovale S.A., a development  stage Swiss  corporation
("Ovale"),  wherein the  Registrant  agreed to acquire  all of Ovale  issued and
outstanding  common  stock  solely  in  exchange  for  5,900,000  shares  of the
Registrant's common stock,  representing an approximate 60% equity interest (the
"Exchange").  The  Exchange  is  expected  to  be  accounted  for  as a  reverse
acquisition.

On May 20, 2003,  the  Registrant  and Ovale  entered  into a written  agreement
wherein the  Registrant  agreed to advance an  aggregate  of $253,080 of the net
proceeds of the Placement (the "Advance") to Ovale (the "Advance Agreement"). In
consideration  for the Advance,  Ovale agreed that in the event the Exchange did
not close by July 20, 2003, the Advance Agreement automatically became the legal
equivalent of a two year,  eight (8%) percent  promissory note from Ovale to the
Registrant  in the  principal  amount of $253,080  (the  "Note").  Interest  and
principal on the Note is payable  quarterly  commencing  on October 1, 2003.  As
collateral  security for the Advance,  Ovale  granted to the  Registrant a first
lien and security  interest (the "Lien") in all of the assets of Ovale including
Ovale's intellectual property (the "Assets").  As additional collateral security
for Ovale's  repayment of the Advance,  Vladimir  Fabert,  Ovale's the principal
executive  officer,  personally  guaranteed  the repayment of the Advance to the
Registrant  and granted a first lien and security  interest in all of his shares
of Ovale's common stock to the Registrant.

On February 12, 2004, the  Registrant and Ovale entered into a letter  agreement
(the "First  Letter  Agreement").  The First Letter  Agreement  purported to set
forth the modifications to the Exchange Agreement and the Advance Agreement that
the parties agreed would be  consolidated  into a new definitive  share exchange
agreement. Those points were as follows:

-    The  number  of  shares of the  Registrant's  common  stock to be issued in
     exchange for all  outstanding  shares of Ovale was increased from 5,900,000
     shares to 11,775,000 shares;

-    The 11,775,000 shares will constitute approximately 74.3% of the 15,836,532
     shares of the Registrant to be outstanding after the closing;

-    Ovale  agreed,  within  four weeks of its receipt of a signed copy of First
     Letter Agreement, to wire $35,000 to the Registrant as a partial payment on
     the Note to be utilized by the  Registrant  to reduce its accounts  payable
     (the "Partial Repayment");

-    Ovale agreed that all of the  Registrant's  reasonable  and remaining  bona
     fide post closing accounts payable will be honored and paid in the ordinary
     course by Orion; and

-    The  failure  of the  Registrant  to carry out the  terms of the  agreement
     between  the  parties  within a  reasonable  time after the  payment of the
     Partial   Repayment  would   constitute  a  forgiveness  of  the  remaining
     outstanding balance of the Note.

On May 5, 2003,  but  effective  February 12,  2004,  the  Registrant  and Ovale
entered into a second letter  agreement  (the "Second  Letter  Agreement").  The
Second Letter Agreement:

-    Forgave Ovale's default in wiring the Partial Repayment;

-    Provided for payment of the Partial Repayment in two payments of $17,500 on
     or about March 30, 2004 and May 28, 2004; and

-    Reconfirmed the validity of the First Letter Agreement.

-    At present no closing date has been set.

(b)  Business of the Registrant

For at least the last three fiscal years,  the Registrant has essentially been a
"shell" corporation with no assets and limited liabilities.  During this period,
the Registrant's  management  limited the Registrant'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
Registrant during the three fiscal years ended April 30, 2004.


Accordingly,  the  Registrant  may be 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.

The Registrant will attempt to identify and negotiate with a business target for
the merger of that entity with and into the Registrant.  In certain instances, a
target  company may wish to become a subsidiary of the Registrant or may wish to
contribute or sell assets to the Registrant  rather than to merge. No assurances
can  be  given  that  the  Registrant  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.

A business  combination with a target company will normally involve the transfer
to the target company of the majority of the issued and outstanding common stock
of the  Registrant,  and  the  substitution  by the  target  company  of its own
management  and  board  of  directors.  No  assurances  can be  given  that  the
Registrant  will  be able to  enter  into a  business  combination,  or,  if the
Registrant  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  or  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 the Registrant can consummate a business
combination with a target company. There can be no assurance that the Registrant
will be able to identify such a target  company and  consummate  such a business
combination on acceptable  terms or that it will derive any benefit from the net
operating loss.

Speculative Nature Of The Registrant's  Proposed Operations.  The success of the
Registrant's  proposed  plan of  operation  will depend to a great extent on the
operations, financial condition and management of any identified target company.
While  management  intends to seek business  combinations  with entities  having
established  operating histories,  there can be no assurance that the Registrant
will be able to identify a candidate satisfying such criteria.  In the event the
Registrant completes a business combination, of which there can be no assurance,
the success of the Registrant's  operations will be dependent upon management of
the target company and numerous other factors beyond the Registrant's control.

Scarcity of and Competition For Business  Opportunities  and  Combinations.  The
Registrant  is and  will  continue  to be an  insignificant  participant  in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition  target  candidates for the Registrant.  Nearly all such entities
have  significantly   greater  financial  resources,   technical  expertise  and
managerial  capabilities than the Registrant and,  consequently,  the Registrant
will  be  at  a  competitive   disadvantage  in  identifying  possible  business
opportunities and successfully completing a business combination.  Moreover, the
Registrant  will also compete  with  numerous  other small  public  companies in
seeking merger or acquisition candidates.


No Agreement for Business  Combination  or Other  Transaction--No  Standards for
Business  Combination.  The Registrant has no current arrangement,  agreement or
understanding  with  respect to engaging in a merger  with or  acquisition  of a
specific business entity.  There can be no assurance that the Registrant will be
successful in identifying and evaluating  suitable business  opportunities or in
concluding a business combination.  Management has not identified any particular
industry  or  specific  business  within  an  industry  for  evaluation  by  the
Registrant.  There  can be no  assurance  that  the  Registrant  will be able to
negotiate a business  combination  on terms  favorable  to the  Registrant.  The
Registrant  has not  established  a specific  length of  operating  history or a
specified level of earnings,  assets,  net worth or other criteria which it will
require a target  company  opportunity  to have  achieved,  or without which the
Registrant would not consider a business  combination with such business entity.
Accordingly,  the  Registrant  may  enter  into a  business  combination  with a
business  entity having  losses,  limited or no potential for earnings,  limited
assets, no significant  operating history,  negative net worth or other negative
characteristics.

Continued  Management  Control,  Limited  Time  Availability.  While  seeking  a
business combination,  management  anticipates devoting up to five (5) hours per
month to the business of the  Registrant.  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 the  Registrant  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 the
Registrant'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 the
Registrant.  Although none are  anticipated,  conflicts of interest and non-arms
length transactions may also arise in the future. Management does not anticipate
that the Registrant  will seek a merger with, or  acquisition  of, any entity in
which any member of management serves as an officer,  director or partner, or in
which they or their family members own or hold any ownership interest. See "ITEM
9. Directors and Executive Officers,  Promoters and Control Persons;  Compliance
with Section 16(a) of the 34 Act.

Reporting  Requirements May Delay or Preclude Acquisition.  Section 13 of the 34
Act requires  companies  subject  thereto to provide certain  information  about
significant  acquisitions  including  certified  financial  statements  for  the
Registrant acquired covering one or two years, depending on the relative size of
the  acquisition.  The time and  additional  costs that may be  incurred by some
target companies to prepare such financial statements may significantly delay or
essentially preclude  consummation of an otherwise desirable  acquisition by the
Registrant.  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.

Unresolved  Contingent  Liability May Delay or Preclude  Acquisition.  Until and
unless  the  Registrant  receives  a  written  release  from the New York  State
Department  of Taxation and Finance that the  Registrant is no longer liable for
any unpaid taxes,  penalties and interest,  the Registrant  will be obligated to
carry  the  unpaid  obligation  as  a  contingent  liability  on  its  financial
statements.  Such a course  of action  may  significantly  delay or  essentially
preclude consummation of an otherwise desirable acquisition by the Registrant.

Lack of Market  Research  or  Marketing  Organization.  The  Registrant  has not
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions  contemplated by the Registrant.  Even in the
event demand exists for a merger or acquisition of the type  contemplated by the
Registrant,  there can be no assurance  the  Registrant  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 the Registrant engaging in a business  combination with only one
business opportunity.  Consequently, the Registrant's activities will be limited
to those engaged in by the business opportunity which the Registrant merges with
or acquires.  The  Registrant's  inability to diversify  its  activities  into a
number of areas may subject the  Registrant  to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the Registrant's operations.


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

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 the Registrant  issuing  securities to  shareholders  of such business
entity.  The issuance of previously  authorized and unissued common stock of the
Registrant  would  result in  reduction  in  percentage  of shares  owned by the
present  shareholders of the Registrant and would most likely result in a change
in control or management of the Registrant.

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 the Registrant. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering,  loss of voting control to public  shareholders
or the inability to obtain an  underwriter  or to obtain an underwriter on terms
satisfactory to the Registrant or the target.

Taxation.  Federal and state tax consequences will, in all likelihood,  be major
considerations  in  any  business  combination  the  Registrant  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 the  Registrant and
the  target  company;  however,  there can be no  assurance  that such  business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free  treatment upon a transfer of
stock or assets. A non-qualifying  reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction or their respective shareholders.

Requirement   of  Audited   Financial   Statements   May   Disqualify   Business
Opportunities.  Management  of the  Registrant  will request that any  potential
business  opportunity  provide audited financial  statements.  In such case, the
Registrant  may choose to obtain certain  assurances as to the target  company's
assets,  liabilities,  revenues and expenses  prior to  consummating  a business
combination,  with further assurances that an audited financial  statement would
be provided  after closing of such a transaction.  Closing  documents for such a
transaction may include  representations  that the audited financial  statements
will not  materially  differ from the  representations  included in such closing
documents.  One or more  potential  combination  candidates  may  opt to  forego
pursuing  a  business  combination  with the  Registrant  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.  Accordingly,  and
during the fiscal  year ended  April 30,  2004 an office on a rent free basis to
receive mail.  During the fiscal year ended April 30, 2004, and through the date
of this  Report,  the  Registrant  had no  properties  nor did it enter into any
agreement or arrangements  to acquire any  properties.  On December 1, 2001, the
Registrant  relocated its executive  offices to 630 Shore Road,  Suite 505, Long
Beach,  NY  11561  on  a  temporary   basis.  The  Registrant  has  the  use  of
approximately  100 square feet of space rent free on a month to month basis. The
Registrant's temporary space is adequate for the Registrant's present needs, and
its management  expects that the Registrant 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 the Registrant's Form 10-QSB
Quarterly  Report of the nine months ended January 31, 2004,  the Registrant was
served with a summons and complaint by Joseph Petito,  the  Registrant'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 the Registrant and certain of
its officers,  directors and  shareholders  have failed to pay the Plaintiff for
his majority  share  ownership in the  Registrant,  failed to issue  Plaintiff a
replacement  share  certificate  and  seeks  treble  damages  in the  amount  of
$4,609,000.  The time for the Registrant 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 the  Registrant's  Form 10-KSB
Annual Report for the fiscal year ended April 30, 2004, the Registrant views the
plaintiff's claims as baseless and accordingly  intends to vigorously defend the
action. In August 2004 and in consideration of the sum of $20,000 paid to him by
the Registrant,  the Registrant 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, 2004, nor
at any time since August 15, 1994, did the Registrant  conduct an Annual Meeting
of its stockholders pursuant to definitive proxy materials under Regulation 14 A
under the 34 Act, or otherwise.

On June 2, 2003, the  Registrant's  Board of Directors and the holders of 61% of
the issued and  outstanding  shares of the  Registrant's  common  stock  adopted
resolutions by consent Section  14A:5-6 of the New Jersey Statutes  annotated in
lieu of a meeting of the  shareholders of the  Registrant.  The actions taken by
consent are summarized in Item 1 of this Report under the sub-caption "Action by
Consent".

PART II

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

(a) Market Information.

Since approximately November 1996, the Registrant'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
adjustment  for  retail   mark-ups,   mark-downs  or  commissions  and  may  not
necessarily represent actual transactions.

                       HIGH                   LOW
Fiscal 2003:
FIRST QUARTER
May 1st thru
July 31, 2002            .45                   .20

SECOND QUARTER
August 1st thru
October 31, 2002         .45                   .24

THIRD QUARTER
November 1st thru
January 31, 2003         2.16                  .25

FOURTH QUARTER
February 1st thru
April 30, 2003           1.95                 1.50

Fiscal 2004:

FIRST QUARTER

May 1st thru
July 31, 2003            1.70                 1.00

SECOND QUARTER
August 1st thru
October 31, 2003         1.15                 1.00

THIRD QUARTER
November 1st thru
January 31, 2004         1.15                  .75

FOURTH QUARTER
February 1st thru
April 30, 2004           1.50                  .75


(b) Holders.  As of April 30, 2004, the approximate  number of holders of record
of shares of the  Registrant's  Common  Stock,$.01  par  value  per  share,  the
Registrant's only class of trading securities,  was believed by management to be
as follows:

    Title of Class                             Number of Record Holders

    Common Stock, $.01 par                               335

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

(c) Dividends.

The  Registrant  has paid no  dividends  during the fiscal years ended April 30,
2003, and April 30, 2004. Other than the requirements of the New Jersey Business
Corporation  Act that dividends be paid out of capital surplus only and that the
declaration and payment of a dividend not render the Registrant insolvent, there
are no  restrictions  on the  Registrant's  present  or  future  ability  to pay
dividends.


The payment by the  Registrant of dividends,  if any, in the future rests within
the  discretion of its Board of Directors  and will depend,  among other things,
upon the  Registrant'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 the Registrant's  ability to successfully
identify  potential  merger  partners,  retain  key  employees  and  settle  any
outstanding  debts.  The  Registrant  will need to attract  partners in order to
execute its revised  business  strategy,  and there can be no assurance that the
Registrant will be successful in attracting such partners.

Results of Operations

During the two fiscal years ended April 30, 2004,  and 2003,  the Registrant had
discontinued all operations and did not earn any revenues.

Commencing on November 30, 2001,  the  Registrant's  general and  administrative
expenses were entirely  attributable  to keeping the  Registrant  current in its
reporting  obligation under the 34 Act, its tax and good standing obligations to
the State of New  Jersey,  the  payment of  transfer  agent fees and  incidental
overhead expenses.

The  Registrant  did not conduct any  research  and  development  or selling and
marketing activities in the two fiscal years ended April 30, 2004, and 2003. The
Registrant is not currently  conducting any research and  development or selling
and marketing activities.

During the two fiscal  years  ended April 30,  2004,  and 2003,  the  Registrant
recognized a net  income/loss of $ (28,733) and $11,775,  respectively.  The net
income was attributable to the forgiveness of debt of a former officer.  The net
losses  were  principally  the  result of  accrued  franchise  tax  obligations,
professional  fees and  related  overhead  expenses.  The amount of general  and
administrative expenses in 2004 and 2003 were $38,477 and $37,087, respectively.
Because of collection  time-limitations  provided in the federal tax laws, prior
periods  payroll  taxes  are  no  longer  a  liability  of the  Registrant.  The
Registrant  does  not  anticipate  sales  of  any  products  or  service  in the
foreseeable future other than those of a potential merger partner.

During the fiscal  year ended  April 30,  2004,  the  Registrant  experienced  a
$38,477 or 4% increase in general and administrative expenses. This increase was
principally attributable to expenses pertaining to professional services. During
the two fiscal  years  ended  April 30,  2004,  the  economic  viability  of the
Registrant  was and  continues to be entirely  dependent  upon the  Registrant's
ability to raise capital through private  offerings,  loans and the consummation
of a business combination.

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 the Registrant in favor
of Mr. Irwin Pearl and Mr.  Thomas F. Regan as  President,  Secretary  and Chief
Financial  Officer and Vice President,  respectively.  Pursuant to the terms and
conditions of the  agreement,  the Registrant  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, 2004, and as  hereinafter  indicated in Item 12, the
Registrant  sold an  aggregate  of 2,000,000  shares to Parthian  Securities  SA
(1,000,000  shares),  Grove Partners  (500,000  shares) and Gable  International
Investments,  Ltd. (500,000 shares). The proceeds from these sales were utilized
to pay the Registrant's accrued general and administrative  expenses.  The right
to acquire the Option  Shares was assigned to seven  non-affiliated  individuals
and an entity who subsequently exercised the same on or about March 31, 2003. As
a result of the  foregoing,  the Registrant  underwent a change of control.  The
future of the Registrant is entirely dependent on management's ability to secure
a business combination partner or establish profitable operations.

Financial Condition

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

As of April 30, 2003, the  Registrant had cash of $4,861.  As of April 30, 2004,
and principally as a result of the Registrant's  private  placement of 1,000,000
shares at $.05 per share, the Registrant has cash of $12,913.

During the fiscal  year ended April 30,  2004 we lent the  prospective  business
combination  company (Ovale) $253,080 of which $17,5000 was repaid.  The loan is
due over a period of two years and yields interest at 8% per annum.

The Registrant's  current  liabilities of $45,138 as of April 30, 2004, includes
$22,556 due to a former  officer,  which represent a $7,079 or 14% decrease from
the Registrant's current liabilities as of April 30, 2003.

In the fiscal year ending April 30, 2004 the  liability was reduced by an offset
in the  amount of  $27,444  in  liabilities  that were  incurred  pertaining  to
professional fees and franchise taxes which occurred during Mr. Petito's control
of the Company.

The  Registrant is  authorized  to issue up to  10,000,000  shares of its Common
Stock.  As of April 30, 2004,  there were 4,071,532  shares of the  Registrant's
Common Stock issued and  outstanding,  and increase of 214,135 shares from April
30, 2003.

Employees

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

Capital Expenditures

The Registrant did not have any material commitments for capital expenditures at
April 30, 2004 or 2003.

Effects of Inflation

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

ITEM 7. FINANCIAL STATEMENTS

Financial statements meeting the requirements of Item 310 of Regulation S-B, for
the two fiscal  years ending April 30, 2004 and 2003 were audited by Bloom & Co.
LLP.


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

None

PART III

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

(a) Identify Directors and Executive Officers.

The following table sets forth:  (1) names and ages of all persons who presently
are and who have been selected as directors of the Registrant; (2) all positions
and offices with the Registrant 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 and
               Date of             Position &           Age and
               Expiration of       Office with          Director
Name           Present Term        Registrant           Since

Irwin Pearl      One year
                 Next Annual      President and          61, 11/30/01
                 Meeting          Director

Thomas F.
Regan            One year
                 Next Annual      Vice President          55, 11/30/01
                 Meeting          and 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 the Registrant.

(4) Business Experience

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

IRWIN PEARL. Mr. Pearl was elected as the Registrant'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 the  Registrant'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 the Registrant  has indicated to the Registrant  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 the Registrant.

(C) Family Relationships

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

(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,  2004,  no  compensation  was paid to,  accrued  or set aside for any
executive officer or director of the Registrant.

(b) Summary Compensation Table

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


Irwin Pearl     2003   -0-     None      None     None          None       None
Thomas Regan    2003  - 0-     None      None     None          None       None
Irwin Pearl     2004  - 0-     None      None     None          None       None
Thomas Regan    2004  - 0-     None      None     None          None       None
_________________

(c)  Option/SAR  Grant Table.  During the fiscal year ended April 30, 2004,  the
Registrant 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,  2004,  no  stock  options  or
freestanding SAR's were exercised.  Notwithstanding the foregoing,  an aggregate
of 1,000,000 shares of the Registrant's  Common Stock,  $.01 par value per share
continue to be reserved  for  issuance  pursuant to the  Registrant's  long-term
incentive plan adopted by the Registrant's  Board of Directors in August,  1990,
but never  ratified and approved by the  Registrant's  stockholders.  On June 2,
2003, and in the Consent, a majority of the Registrant's  stockholders  ratified
and approved the 2003 Long Term Incentive Plan wherein an aggregate of 2,000,000
authorized but unissued shares of the Registrant's common stock are reserved for
the issuance of option and other awards under such Plan.

(e) Long-Term Incentive Plan ("LTIP") Awards Table. During the fiscal year ended
April 30, 2004, the Registrant made no LTIP awards.

(f)  Compensation of Directors.  (1) and (2). During the fiscal year ended April
30,  2004,  no director of the  Registrant  received any  compensation,  whether
pursuant to any standard or other arrangement or otherwise.

(g) Employment  Contracts and Termination of Employment,  and Change-in  Control
Arrangements.  (1) and (2). No  executive  officer,  director or employee of the
Registrant  is serving  pursuant to the terms of a written  employment  or other
compensation agreement, understanding or arrangement with the Registrant; and no
such agreement was entered into during the fiscal year ended April 30, 2004.

(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, 2004, 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,  2004,  as to the  number of shares of the  Registrant's  Common
Stock, $.01 par value per share, owned beneficially,  or known by the Registrant
to own beneficially, more than 5% of any class of such security:

Name and Address            Amount and Nature
of Beneficial               of Beneficial
Owner                       Ownership         Percentage of Class

Parthian Securities SA
36 Blvd. Helvetique
CH-1207 Geneva
Switzerland                    1,000,000             26%

Grove Partners
266 Cedar Street
Cedar Grove, NJ 07009            500,000             13%

Gable International
Investments, Ltd.
PO Box 3152 Road Town
Toftola, British Virgin Islands  500,000             13%

(b) Security  Ownership of Management.  The information is furnished as of April
30, 2004, as to the number of shares of the Registrant'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 Nature
of Beneficial              of Beneficial
Owner                      Ownership            Percentage of Class

Irwin Pearl
25 Nantwick Street
Lido Beach, NY 11561             10,000                -%

Thomas Regan
15 Lincoln Street
Roseland, NJ 07068               28,500                -%

All Officers
And Directors
as a Group of
two persons                      38,500                -%

(c) Changes in Control.  None




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)(b) On June 2, 2003,  Messrs.  Pearl and Regan,  each executive  officers and
directors of the Registrant,  and the record or beneficial  owners of 10,000 and
28,500 shares, respectively,  participated in the Consent by voting their shares
in favor of the matters discussed in this Report in Item 1 under the sub-caption
"Action by Consent".

Except for the  foregoing  and during the fiscal year ended April 30, 2004,  and
April 30,  2003,  no 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 a director or other officer of any parent or subsidiary of the  Registrant or
any shareholder  known by the Registrant to own of record or  beneficially  more
than  five  (5%)  percent  of the  Registrant's  Common  Stock,  had a direct or
indirect material interest in any transaction or presently proposed  transaction
to which the Registrant or any of its parents or subsidiaries was or is a party.

(c) Parents. The following  individuals and entities may be deemed to be parents
of the  Registrant  as at April 30, 2004:  (i) Parthian  Securities  SA, a Swiss
corporation that is the record and beneficial owner of an aggregate of 1,000,000
shares of the  Registrant's  Common  Stock;  (ii) Grove  Partners,  a New Jersey
general  partnership  that is the record and beneficial owner of an aggregate of
500,000 shares of the Registrant's  Common Stock; and (iii) Gable  International
Investments,  Ltd., a British Virgin Islands  corporation that is the record and
beneficial  owner of an aggregate of 500,000 shares of the  Registrant's  Common
Stock.

(d) Transactions with Promoters. Inapplicable.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits:

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

99.2 Certification 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, 2004, the Registrant did not file any Form 8-K Current Reports.

ITEM 14. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The  Registrant  maintains  controls  and  procedures  designed  to ensure  that
information required to be disclosed in the reports that the Registrant files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in the rules and forms of the  Securities and
Exchange  Commission.   Based  upon  their  evaluation  of  those  controls  and
procedures performed within 90 days of the filing date of this report, the Chief
Executive and Chief  Financial  officers of the  Registrant  concluded  that the
Registrant's disclosure controls and procedures were adequate.

(b) Changes in Internal Controls

The Registrant made no significant  changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the  evaluation of those  controls by the Chief  Executive  and Chief  Financial
officers.

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following  table sets forth the aggregate fees billed to us for fiscal years
ended April 30, 2004 and 2003 by Bloom & Co., LLP, our auditors:

                                              2004                   2003

Audit Fees (1)                             $  5,198              $  5,705
Non-Audit Fees:

Audit Related Fees(2)                            --                    --
Tax Fees(3)
All other Fees(4)                                --                    --
                                             ------                ------
  Total Fees paid to Auditor               $  5,198               $ 5,705
                                            =======                ======

(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 and review of the interim financial  statements included in quarterly
reports  and  services  that  are  normally  provided  by  Bloom  & Co.,  LLP in
connection with statutory and regulatory filings or engagements.

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

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

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

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 16, 2004.

ORION DIVERSIFIED TECHNOLOGIES, INC.

BY:

/s/Irwin Pearl
Irwin 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 Pearl
Irwin Pearl, Director
Dated: August 16, 2004
Long Beach, New York

/s/Thomas Regan
Thomas Regan, Director
Dated: August 16, 2004
Long Beach, New York



                                   INDEPENDENT AUDITORS' REPORT



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


We  have  audited  the   accompanying   balance  sheets  of  Orion   Diversified
Technologies,  Inc. as of April 30, 2004, and 2003 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  accepted in the
United States of America.  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, 2004, and 2003 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.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue  as a  going  concern.  As  discussed  in  Note 8 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 8. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


Bloom & Co. LLP
Hempstead, New York
August 16, 2004














                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                                  BALANCE SHEET
                             APRIL 30, 2004 AND 2003



                                     Assets

                                              2004                      2003

Current Assets:

 Cash and cash equivalents             $     12,913               $     4,861
 Note receivable and accrued interest       247,041                        --
                                           --------                ----------
         Total assets                   $   259,954               $     4,861
                                           ========                ==========

                       Liabilities & Stockholders Equity

Current Liabilities:

 Accounts Payable and Accrued Expenses  $    22,482               $    2,117
 Due to Officers                             22,556                   50,000
 Loan payable                                   100                      100
                                            -------                ---------
         Total Liabilities                   45,138                   52,217

Stockholders Equity:

    Common Stock, par value $.01 per share,
     authorized 10,000,000 shares, issued
     and outstanding 4,071,532 shares and
     3,857,397 shares at April 30, 2004 and
     April 30, 2003, Respectively.           40,711                   38,569
    Paid in Capital                         372,683                   85,637
    Deficit                                (198,578)                (171,562)
                                            -------                  -------
         Total Stockholders Equity          214,816                (  47,356)

         Total Liabilities &
          Stockholders Equity            $  259,954                $   4,861
                                          =========                 ========

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







                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS
                     THE YEAR ENDED APRIL 30, 2004 AND 2003


                                            2004                     2003

INCOME:

     Revenues                                  --           $            --

Costs & Expenses:

     General & Administrative              38,477                    37,087
                                           ------                    ------
Total Costs & Expenses                     38,477                    37,087
                                           ------                    ------
Net loss before extraordinary item      (  38,477)                 ( 37,087)

Extraordinary item:
     Forgiveness of Debt                       --                    48,862

Other income (expense):
 Interest income                           11,461                        --

Income Taxes:
     Current                                   --                        --
     Tax benefit                               --                        --
                                         --------                 ---------
Net Loss                              $ (  27,016)               $   11,775
                                         ========                 =========

Earnings per share:
         Basic                            (.01)                      .003

Weighted average number
 of shares outstanding                  3,780,522                 3,578,602
                                        =========                 =========

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
















                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                     THE YEARS ENDED APRIL 30, 2004 AND 2003

                                              Additional
                            Common             Paid in   Accumulated
                     Shares        Amount      Capital   Deficit          Total



Balance 04/30/02    2,857,397   $  28,569 $    45,637 $ (  183,337) $ ( 109,131)

Shares issued for
 Cash               1,000,000      10,000      40,000            -       50,000

Net Income                 --          --         --        11,775       11,775
                    ---------    --------    --------    ---------     --------
Balance 04/30/03    3,857,397   $  38,569 $    85,637  $ ( 171,562)  $(  47,356)

Shares issued for
 Cash                 204,135       2,042    279,646           --       281,688

Shares issued for
 Services              10,000         100      7,400           --         7,500

Net Loss                  --           --          --  (   27,016)    (  27,016)
                    ---------    --------   --------    ---------      --------
Balance 04/30/04    4,071,532   $  40,711  $ 372,683 $  ( 198,578)    $ 214,816
                    =========    ========   ========     ========      ========


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

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                           STATEMENT OF CASH FLOWS FOR
                     THE YEAR ENDED APRIL 30, 2004 AND 2003


                                                   2004                  2003

Cash Flow from Operating Activities:

   Net (Loss)                                  $  (   27,016)      $   11,775

Adjustments to Reconcile Net Loss
 To Net Cash Provided by (Used in)
 Operating Activities:
  Shares issued for services                             100               --
Changes in Assets and Liabilities:
Note Receivable                                    ( 247,041)              --
Accounts payable and accrued expenses                 20,365       (    2,171)
Payment to former officer                                 --        (  25,000)
Forgiveness of debt                                       --        (  48,863)
                                                   ---------        ----------
   Net Cash Provided By (Used In) Operations      (  253,592)       (  64,259)

Cash Flow from Financing Activities:

Loan                                                      --       (    2,500)
Due to officer                                    (   27,444)              --
Shares issued for cash                               289,088           50,000
                                                   ---------        ---------
   Net Cash Provided By Financing Activities         261,644           47,500

Net increase /Decrease in Cash                         8,052        (  16,759)
Cash and cash equivalents - Beginning                  4,861           21,620
                                                   ---------       ----------
Cash and cash equivalents  - Ending             $     12,913      $     4,861
                                                   =========       ==========


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





                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BUSINESS

The  Company was  incorporated  in New Jersey on May 6, 1959.  Until  1986,  the
Company  was  engaged  in the  marketing  and sale of a line of  semiconductors,
transistors,  diodes and  rectifiers  and, to a lesser extent,  other  ancillary
related electronic products.  Because of sustained operating losses, the Company
discontinued  this line of operation and filed a plan of  reorganization  (under
Chapter 11) with the United States  Bankruptcy Court for the Eastern District of
New York, on April 30, 1990. The Company's Plan of Reorganization  was confirmed
by the United States  Bankruptcy  Court for the Eastern  District of New York on
April 30, 1990 and consummated on June 2, 1992.

For at least the last three fiscal  years,  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, 2003.  Subsequent  to the year end
the Company has entered into a reverse  merger  agreement  with a Swiss  Company
(See note 10).

Accordingly,  the Company may be 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.

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.



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


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

Property and Equipment

Property and equipment are recorded at cost.  Depreciation is computed using the
straight-line  method over the  estimated  useful  lives of the  related  assets
ranging  from  three to five  years.  Property  held  under  capital  leases  is
amortized over the lesser of the lease term or their estimated useful lives.

Long-Lived Assets

The Company  follows the  provisions  of the  Statement of Financial  Accounting
Standards  ("SFAS") No. 121 "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived  Assets to be disposed of". SFAS 121  establishes  accounting
standards  for the  impairment  of  long-lived  assets and certain  identifiable
intangibles  to  be  held  and  used  and  for  long-lived  assets  and  certain
identifiable intangibles to be disposed of.

The Company  reviews the  carrying  values of its  long-lived  and  identifiable
intangible  assets  for  possible  impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of the  assets  may not be
recoverable.

Income Taxes

Income taxes are accounted for under the asset and  liability  method.  Deferred
tax  assets  and  liabilities   are  recognized  for  future  tax   consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carry-forwards.  Deferred  tax assets and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.

Non-monetary Transactions

The accounting for non-monetary assets is based on the fair values of the assets
involved.  Cost  of a  non-monetary  asset  acquired  in  exchange  for  another
non-monetary  asset is  recorded at the fair value of the asset  surrendered  to
obtain it. The difference in the costs of the assets  exchanged is recognized as
a gain or loss. The fair value of the asset received is used to measure the cost
if it is more clearly evident than the fair value of asset surrendered.

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


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

Stock-Based Compensation

The  Company had adopted  SFAS 123 and has  adopted the  amendments  to SFAS 123
disclosure  provisions  required  under SFAS 148. The Company  will  continue to
account for  stock-based  compensation  utilizing the intrinsic value method per
Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued
to Employees. Under this policy:

1. Compensation costs are recognized as an expense over the period of employment
attributable to the employee stock options.

2. Stocks  issued in  accordance  with a plan for past or future  services of an
employee are allocated between the expired costs and future costs.  Future costs
are charged to the periods in which the services are performed.

Pursuant to the  disclosure  requirements  of SFAS 148, the Company  provides an
expanded reconciliation for all periods presented Note 9.

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 Standards

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

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



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


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

New Accounting Standards(continued)

In April  1998,  the FASB issued SOP 98-5,  "Reporting  on the Costs of Start-up
Activities,"  which will become  effective  for the Company in fiscal  2000.  It
requires costs of start-up  activities and organization  costs to be expensed as
incurred.  The Company  currently follows this approach and such costs have been
minimal in the past.

In February 1998, the FASB issued SFAS No. 132,  "Employers'  Disclosures  About
Pensions and Other  Post-retirement  Benefits,"  which became  effective for the
fiscal years beginning after December 15, 1997. The statement  standardizes  the
disclosure requirements for pension plans and other post retirement benefits. To
the extent practicable, the statement requires additional information on changes
in the benefit  obligations  and fair value of plan assets.  The Company adopted
the SFAS 132. The adoption of SFAS No. 132 did not have  material  impact on the
Company's consolidated financial statements,  the results of operations,  or the
notes thereto.

NOTE 3 - PAYROLL TAXES

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

NOTE 4 - COMMON STOCK PURCHASE WARRANTS

In accordance with the Plan of  Reorganization,  903,762 and 905,262  redeemable
Class A and Class B Purchase  Warrants were issued  between  September 19, 1990,
and December 30,  1990.  Each warrant  entitled the holder to purchase one "new"
share of the Company's  stock for each warrant that is  exercised.  The exercise
price of the Class A and Class B Warrants are $2.50 and $3.50, respectively. The
Board of Directors of the Company extended the expiration dates for both Classes
of Warrants to December 31, 2000.

During the year ended April 30, 2002 the Board of  Directors  did not extend the
option period and the options expired.

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - RELATED PARTY TRANSACTIONS

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

Due to Officer

As of April 30, 2004 and 2003, the amounts owed to the officer were:

                                              2004              2003

 Due to officer                            $ 123,862        $ 123,862
  Less:Forgiveness of debt                  ( 48,862)        ( 48,862)
  Less: Amount paid                         ( 25,000)        ( 25,000)
  Less: Payment of prior expenses           ( 27,444)              --
                                             -------         --------
  Balance due officer                       $ 22,556        $  50,000
                                             =======         ========

NOTE 6 - PRIVATE OFFERING

The future of the Company is dependent on new  management's  ability to secure a
business combination partner or establish profitable operations.

On August 1, 2002, the Company  conducted a private offering of 1,000,000 shares
of its common stock at $.05 per share pursuant to Rule 506 of Regulation D under
the  Securities  Act of 1933,  as  amended.  The shares are part of the total of
2,000,000  shares sold and issued in order to provide the Company  with  working
capital  pending  the  consummation  of a  business  combination  with a private
company. On August 1, 2002, Parthian Securities SA, a theretofore non-affiliated
Swiss corporation ("Parthian") purchased all 1,000,000 shares for $50,000.

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 7. NET OPERATING LOSS CARRYFORWARDS

As of April 30,2004 the Company had NOLs of approximately  $198,578.  These NOLs
and  corresponding  estimated tax assets,  computed at a 35% tax rate, expire as
follows:

     Year loss    Expiration           Loss         Estimated
     Incurred        Date             Amount        Tax Asset
       04/30
          1995      2010          $  69,583      $   24,354
          1996      2011             70,260          24,591
          1999      2014                400             140
          2000      2015                400             140
          2001      2016             26,900           9,415
          2002      2017              4,019           1,407
          2004      2019             27,016           9,456
                                    -------      ----------
         Total                   $  198,578     $    69,503
                                  =========      ==========

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 the 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 $198,578, as of April 30, 2004. The Company believes it
is likely that the benefit of these additional assets may not be realized in the
future.

              Deferred tax assets:                                    2004

              Net operating loss carryforwards                     $ 69,503
              Less: Valuation allowance                             (69,503)
                                                                   --------
              Net deferred tax assets - current                    $     --


NOTE 8. 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 three years ended April 30,
2004,  and the  consolidated  statement of retained  earnings for the year ended
April 30, 2004 reflect a retained deficit of $198,578. The Company also has been
entirely supported by its majority shareholder.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 9.  PLAN OF OPERATION

On November 30, 2001, Mr. Petito entered into an option agreement with Mr. James
T. Patten. Under the agreement, Mr. Patten has purchased all of the shares owned
by Mr.  Petito and his wife.  On the same day, Mr.  Petito and Mr. Irwin Lampert
resigned as  executive  officers  and  directors  of the Company in favor of Mr.
Irwin Pearl and Mr.  Thomas Regan.  Mr.  Petito has agreed to accept  $75,000 as
total  settlement  for his  outstanding  loan and accrued  wages and expenses of
$123,862 and forgive the balance with the  completion  of the private  placement
and Mr. Patten's  exercise of his option,  the Company has undergone a change of
control.  The future of the Company will then be  dependent on new  management's
ability  to  secure a  business  combination  partner  or  establish  profitable
operations.

NOTE 10 - PENDING BUSINESS COMBINATION

On June 2, 2003, the  Registrant's  Board of Directors and the holders of 61% of
the issued and  outstanding  shares of the  Registrant's  common  stock  adopted
resolutions by consent pursuant to pursuant to Section of 14A:5-6 the New Jersey
Statutes  Annotated in lieu of a meeting of the  shareholders  of the Registrant
(the  "Consent").  In the  Consent,  the  Registrant's  Board of  Directors  was
authorized to take the following  actions  without further vote or action by the
stockholders of the Registrant:

1.   Business Combination. to negotiate and consummate a reverse merger business
     combination with Ovale S.A., a non-affiliated  Swiss corporation  ("Ovale")
     wherein all of the issued and  outstanding  shares of Ovale's common stock,
     $.01 par value per share,  shall be  acquired by the  Registrant  solely in
     exchange  for the issuance of an  aggregate  of  5,900,000  authorized  but
     unissued shares of the Registrant's common stock;

2.   Prior  to  the  business  combination.   The  Registrant's  Certificate  of
     Incorporation shall be amended to effectuate: (i) an increase in the number
     of shares of common stock,  $.01 par value per share,  which the Registrant
     is authorized to issue from 10,000,000 to 20,000,000;  (ii) the creation of
     an authorized class of 2,000,000 shares of Preferred Stock,  $.01 par value
     per share (the  "Preferred  Stock") and the  granting  to the  Registrant's
     Board  of  Directors  the   authority,   without   further  action  by  the
     stockholders of the Registrant to provide for the issuance of the shares of
     Preferred  Stock in series,  to  establish  from time to time the number of
     shares to be  included  in each such  series,  and to fix the  designation,
     powers,  preferences  and rights of the shares of each such  series and the
     qualifications,  limitations or restrictions thereof; and (iii) authorizing
     the Registrant's Board of Directors to change the name of the Registrant to
     Ovale, Inc. or such other name as the Board of Directors deems reasonable;

3.   Private  Offerings.  A private offering  placement under Regulation S under
     the Securities Act of 1933, as amended (the "Act") of up to an aggregate of
     1,000,000  authorized but unissued shares of the Registrant's  common stock
     at $1.50 per share,  which shares shall be  restricted  securities  as that
     term is defined under the Act. A second private offering under Regulation S
     and/or  Rule 506 of  Regulation  D under the Act of up to an  aggregate  of
     250,000 authorized but unissued shares of the Registrant's  common stock at
     $1.50 per share,  which shares shall be restricted  securities as that term
     is defined under the Act;


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 10 - PENDING BUSINESS COMBINATION (continued)

4.   Stock Option Plan.  The adoption of a 2003 Long Term Incentive Plan wherein
     an  aggregate  of  2,000,000   authorized   but  unissued   shares  of  the
     Registrant's  common  stock are  reserved  for issuance of option under the
     plan;

5.   Election of  Directors.  Granting to the existing  Board of  Directors  the
     authority to elect  Vladimir  Fabert and Gilles  Neveau,  the two principal
     executive officers of Ovale, as Directors of the Registrant;

6.   Ratification  of Auditors.  Ratifying  the Board of Directors  selection of
     Bloom & Co, LLP as independent auditors to examine the financial statements
     of the Registrant for the fiscal year ending April 30, 2004; and

7.   Ratification  of Officers  Actions.  Ratifying  the acts and actions of the
     Registrant's  management  since the last annual meeting of the shareholders
     of the Registrant in 1994.

(b)  Business of the Registrant

For at least the last three fiscal years,  the Registrant has essentially been a
"shell" corporation with no assets and limited liabilities.  During this period,
the Registrant's  management  limited the Registrant'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
Registrant  during the three  fiscal  years  ended  April 30,  2004.  A business
combination is pending at this time.