U.
      S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB


FOR
      THE
      FISCAL YEAR ENDED APRIL 30, 2006





(Mark
      One)





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





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


Commission
      File No. 0-4006





**ORION
      DIVERSIFIED TECHNOLOGIES, INC.**


(
      Exact
      name of Company as specified in its charter)





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





c/o
      Paykin Greenblatt Lesser & Krieg, LLP,


185
      Madison Ave. 10 th FL


New
      York,
      NY 10016


(Address
      of Principal Executive Offices) (Zip Code)





516-220-1229


(Issuer's
      Telephone Number Including Area Code)





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


None





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





Common
      Stock, $.01 par value


(Title
      of
      Class)





Check
      whether the Issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 12 months (or for such shorter
      period that the registration was required to file such reports), and (2) has
      been subject to such filing requirements for the past 90 days. YES { X} NO
      {
      }





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





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





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





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date.


Common
      Stock, $.01 Par Value,  9,971,532
      shares





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None








Orion
      Diversified Technologies, Inc.


Form
      10-KSB Annual Report





Table
      of
      Contents




PagePart
                  IItem
                  1
              Description
                  of Business
              1Item
                  2
              Description
                  of Property
              4Item
                  3
              Legal
                  Proceedings
              5Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              5Part
                  IIItem
                  5.
              Markets
                  for Common Equity and Related Stockholders Matter
              5Item
                  6
              Management's
                  Discussion and Analysisor
                  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
              12Item
                  11
              Security
                  Ownership of Certain Beneficial Owners and Management
              13Item
                  12.
              Certain
                  Relationships and Related Transactions
              16Item
                  13
              Exhibitsand
                  Reports on Form 8-K
              17Item
                  14
              Principal
                  Accountant Fees and Services
              18
















PART
      I





**ITEM
      1. DESCRIPTION OF BUSINESS**





(a)
      Business Development





Historical
      Development





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





The
      Company’s address is c/o
      Paykin Greenblatt Lesser & Krieg, LLP, 185 Madison Ave. 10 th FL New
      York,
      NY 10016, and its telephone is: 516-220-1229





Recent
      Developments





*Ovale
      S.A Business Combination*





On
      September 15, 2004, the Company, and the holders of all of the outstanding
      capital stock (the "Holders") of Ovale S.A., a Swiss corporation ("Ovale"),
      entered into a reverse acquisition Share Exchange Agreement that amended,
      restated and replaced their prior agreements (the "New Agreement"). Pursuant
      to
      the New Agreement, the Holders agreed to tender to the Company all of the 100
      issued and outstanding shares of Class A common stock, 1,000 CHF (i.e., Swiss
      Francs) par value, and all 150 issued and outstanding shares of Class B common
      stock, 5,000 CHF par value, of Ovale in exchange for an aggregate of 10,608,100
      shares of common stock of the Company.





In
      addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000 from
      the
      Company in June, 2003 (the “June Borrowers”) and Vladimir Fabert, Ovale's
      President and principal stockholder ("Fabert") who arranged for a loan to be
      made to Ovale for a maximum of €700,000 (the “Fabert-Ovale Loan”) agreed that at
      the closing: (i) Fabert shall accept 1.667 shares of the Company's common stock
      for each Euro lent to Ovale by the Company as payment of the Fabert-Ovale Loan;
      and (ii) the June Borrowers shall accept CHF50,000 as additional payment for
      their Class A Ovale shares in full satisfaction of their loan. The foregoing
      is
      hereinafter referred to as the (the "Share Exchange"). As a result, and at
      the
      closing of the Share Exchange, Ovale will become a wholly owned subsidiary
      of
      the Company, and the Holders will collectively own approximately 75% of the
      total number of shares of the Company's common stock expected to be issued
      and
      outstanding as of that date. The transaction with the Holders is being accounted
      for as a reverse acquisition. The Agreement, which contains the customary
      representations and warranties, requires Ovale to furnish the Company with
      audited financial statements. Following the closing of the Share Exchange with
      Ovale, of which there can be no assurance: (i) Messrs. Vladimir Fabert and
      Gilles Neveau will be elected as the Company's principal executive officers
      and
      as members of the Company's Board of Directors; (ii) the Company will elect
      a
      Chief Financial Officer; (iii) Irwin Pearl will remain as a member of the
      Company's Board of Directors; and (iv) the Company will become principally
      engaged in the design and distribution of high quality infant clothing, gifts
      and accessories.


1





On
      November 8, 2004, the Company, Ovale and the Holders entered into an amendment
      (the "Amendment") to the New Agreement. Pursuant to the Amendment, the parties
      agreed to consummate the business combination made the subject of the New
      Agreement in two closings. At the initial closing, which took place on November
      19, 2004, the Company delivered 5,900,000 shares of its common stock, $.01
      par
      value per share, to Frederic  Cottier,
      the designated Swiss escrow agent. An aggregate of 1,166,900 shares of these
      shares were delivered to the owners of the Orion-Ovale loan and 2,063,559 shares
      were delivered to the Ovale shareholders in proportion to their interests in
      Ovale. Also, the Orion-Ovale loan was assigned to Orion, all issued and
      outstanding shares of Ovale were delivered to Ovale’s counsel until the second
      closing, and €443,894 held in trust in Switzerland, was released to Ovale for
      use in its business. An aggregate of 2,669,541 of the Orion shares continued
      to
      be held in escrow until Ovale delivered its audited financial statements for
      the
      year ended December 31, 2004 to the Company. That requirement was fulfilled
      in
      November, 2005 and 1,949,541 shares were delivered to Vladimir Fabert and
      720,000 shares were delivered to Alexandre Fabert, his wife. At the second
      closing, after additional shares are authorized, as provided for in the Share
      Agreement, the Company shall deliver the remaining 5,875,000 shares of its
      common stock, $.01 par value per share to the five original Ovale investors
      (including Mr. Fabert) in exchange for all of the Ovale shares and Mr. Cottier.
      Finally, the Amendment provided that the Company's Board of Directors shall
      remain in tact until the second closing. The transaction with Ovale was
      previously approved by consent of more than two-thirds of the Company's
      shareholders. An Information Statement regarding the transaction is to be
      distributed to the Company’s sharenholders. Immediately thereafter the Ovale
      transaction will be completed.





*Lack
      of Assets, Employees, Intellectual Property or Customers*





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





Business
      of the Company





For
      at
      least the last four fiscal years prior to the date of the New Agreement the
      Company was essentially a "shell" corporation with no assets and limited
      liabilities. During this period, the Company's management limited the Company's
      activities to seeking to consummate a business combination with a profitable
      privately owned company. Despite several attempts, no business combination
      was
      concluded by the Company during the three fiscal years ended April 30,
      2006.





Until
      September 15, 2004, the Company may have been deemed to be a blank check
      company. As defined in Section 7(b)(3) of the Securities Act of 1933, as amended
      (the "Act"), a "blank check" company is a development stage company that has
      no
      specific business plan or purpose or has indicated that its business plan is
      to
      engage in a merger or an acquisition with an unidentified company or companies
      and is issuing "penny stock" securities as defined in Rule 3(a)(51) of the
      Securities Exchange Act of 1934, as amended (the "34 Act"). The Securities
      and
      Exchange Commission and many states have enacted statutes, rules and regulations
      limiting the sale of securities of blank check companies.





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





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


2





Risk
      Factors




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





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





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





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





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





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





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


3





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





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





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





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





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





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





**ITEM
      2. DESCRIPTION OF PROPERTY**





Premises .
      The
      Company has been dormant since 1997. During the fiscal year ended April 30,
      2005, and through the date of this Report, the Company had no properties nor
      did
      it enter into any agreement or arrangements to acquire any properties. In 2006
      the Company transferred its address to c/o Paykin Greenblatt Lesser & Krieg,
      LLP, 10 th FL, New
      York, NY 10016 where it has adequate space on a rent free basis. The Company's
      space is adequate for the Company's present needs, and its management expects
      that the Company will continue this arrangement until the completion of an
      acquisition or merger.


4





**ITEM
      3. LEGAL PROCEEDINGS**





The
      Company is not a party to any legal proceedings.




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





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








**PART
      II**





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





(a)
      Market Information.





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








HIGH
            LOW**Fiscal
                2006**:FIRST
                QUARTERMay
                1st thru July 31, 2005
            $
                1.50
            $
                1.30SECOND
                QUARTERAugust
                1st thru October 31, 2005
            1.30
            1.01THIRD
                QUARTERNovember
                1st thru January 31, 2006
            1.10
            .70FOURTH
                QUARTERFebruary
                1st thru April 30, 2006
            .75
            .30**Fiscal
                2005**:FIRST
                QUARTERMay
                1st thru July 31, 2004
            .85
            .55SECOND
                QUARTERAugust
                1st thru October 31, 2004
            1.50
            .55THIRD
                QUARTERNovember
                1st thru January 31, 2005
            1.55
            1.15FOURTH
                QUARTERFebruary
                1st thru April 30, 2005
            1.75
            .55




5





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





Title
                of Class
            Number
                of Record HoldersCommon
                Stock, $.01 par
            275





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





(c)
      Dividends.





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





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





(d)
      Securities Authorized for Issuance Under Equity Compensation Plans





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





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





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





Results
      of Operations





During
      the two fiscal years ended April 30, 2006, and 2005, the Company had no
      operations and did not earn any revenues.





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





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





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


6


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





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





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





Financial
      Condition





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





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





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




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





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








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


7





Employees





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





Capital
      Expenditures





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





Effects
      of Inflation





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





**ITEM
      7. FINANCIAL STATEMENTS**





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








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





None





**ITEM
      8A. DISCLOSURE CONTROLS AND PROCEDURES**





(a)
      Evaluation of disclosure controls and procedures





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






(b)
      Changes in internal controls





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





**Item
      8B. Other Information**





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


8





**PART
      III**





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





(a)
      Identify Directors and Executive Officers.





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


Duration
                andDate
                of
            Position
                &
            Age
                andExpiration
                of
            Office
                with
            DirectorName
            Present
                Term
            Company
            SinceIrwin
                Pearl
            One
                yearNext
                Annual
            President,
                Chief Financial Officer and
            63,
                11/30/01Meeting
            DirectorThomas
                F. Regan
            One
                yearNext
                Annual
            President
                and
            63,
                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 the Company.




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




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


9





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








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


under
      the
      Investment Company Act of 1940.





(b)
      Identification of Certain Significant Employees





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





(c)
      Family Relationships





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





(d)
      Involvement in Certain Legal Proceedings





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





(e) *Audit
      Committee and Financial Expert*




Audit
      Committee






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




Audit
      Committee Financial Expert





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




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




10











Nominating
      Committee






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




*Section
      16(a) Beneficial Ownership Reporting Compliance*




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





*Code
      of Ethics*




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




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


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


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


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


5.
            Accountability
                for adherence to the code.





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




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





*Lack
      of Compensation Committee*




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




11





**ITEM
      10. EXECUTIVE COMPENSATION.**





(a) General





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














(b) Summary
      Compensation Table





SUMMARY
                COMPENSATION TABLEAnnual
                Compensation
            Long-Term
                CompensationRestricted
            SecuritiesStock
            Underlying
                LTIName
            Year
            Salary
            Bonus
            Other
            Award(s)(1)
            Options
            PayIrwin
                Pearl
            2004
            -0-
            None
            None
            None
            None
            NoneThomas
                Regan
            2004
            -0-
            None
            None
            None
            None
            NoneIrwin
                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
            None





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




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





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





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





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





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


12





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





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




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






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




Name
                and Address of  BeneficialOwner,
                Officers orDirector
            Amount
                and Nature of Beneficial
              Ownership
            Percentage
              of
              Class
            Percentage
              of
                Class
              AfterClosingVladimir
                Fabert
              1,
                Chemin de la Savonniere
              Collonge-Bellerive,
                Switzerland
            1,949,541(1)
            19.5%
            12.3%(3)Alexandra
                Fabert
              1,
                Chemin de la  Savonniere
              Collonge-Bellerive,
                Switzerland
            720,000(2)
            7%
            4.5%Parthian
                Securities SA
              36
                Blvd. Helvetique
              CH-1207
                Geneva Switzerland
            600,000(4)(5)
            6%
            2.5%Synergy
                Asset Management Ltd.
              c/o
                Majid El Sohl
              15,
                Rue Rodolphe Toepffer
              1206
                - Geneva, Switzerland
            666,667(4)
            6.7%
            5.4%Richard
                Von Tscharner
              87
                Route de Suisse,
              1296
                Coppet, Switzerland
            825,469
            8.3%
            5.2%Pasquale
                Catizone
              266
                Cedar Street
              Cedar
                Grove, NJ 07009and
              Grove
                Partners
              266
                Cedar Street
              Cedar
                Grove, NJ 07009
            570,000(5)
            5,7%
            3.4%




Gable
                International  Investments,
              Ltd. PO
                Box 3152 Road Town
              Tortola,
                British Virgin Islands
            555,000
            5.5%
            3.5%




13





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


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


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


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


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


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





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





Name
                and Address
            Amount
                and 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 the Company's Common Stock owned of record by each
      of
      Mr. Regan's three children, all of whom reside in the same household as Mr.
      Regan and only one of whom is a minor. Mr. Regan disclaims beneficial ownership
      of the shares of the Company's Common Stock owned of record by his
      children.





(c) Changes
      in Control .




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




14









Name
                and Address of
            
            
            
            Amount
                and Nature ofBeneficial
                Owner
            
            Positions
            
            Beneficial
                Ownership
            
            Percentage
                of ClassIrwin
                Pearl25
                Nantwick Street
            
            
            
            -0-
            
            -%Lido
                Beach, NY
            
            Director11561Thomas
                F. Regan15
                Lincoln Street
            
            Director
            
            38,500
            
            .2%Roseland,
                NJ 07068Vladimir
                Fabert36
                Boulevard
            
            Director andHelvetique
            
            President
            
            3,085,875(1)
            
            19.3%1207
                Geneva,SwitzerlandGilles
                Neveu36
                Boulevard
            
            Director andHelvetique
            
            Executive Vice
            
            2,800,000
            
            17.7%1207
                Geneva,
            
            PresidentSwitzerlandAll
                officers anddirectors
                as a group
            
            
            
            5,897,375
            
            37.2%(four
                persons)




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






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






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




15





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




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






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




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





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





(d)
      Transactions with Promoters. Inapplicable.


16





**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, 20052.(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, 20052.(iii)
            Second
                Amendment, dated January 3, 2006, to the Exchange Agreement dated
                September 15, 2004.3.(i)1
            Certificate
                of Incorporation incorporated by reference to Exhibit (1)(i) to
                Registration Statement filed on Form S-13.(i)2
            Amendment
                to Articles of Incorporation incorporated by reference toItem
                (1)(ii) filed with Form 10K for the year ended April 30,
                19833.(ii)
            By-laws
                - incorporated by reference toExhibit
                (b)(ii) filed with Form S-1 Registration Statement31.1
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200332.1
            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, 2006, the Company did not
      file any Form 8-K Current Reports.





17





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





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





2006
            2005Audit
                Fees(1)
            $
                15,597
            $
                9,601Non-Audit
                Fees:Audit
                Related Fees(2)
            --
            --Tax
                Fees(3)
            --All
                other Fees(4)
            --
            --Total
                Fees paid to Auditor
            $
                15,597
            $ 9,601





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





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





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





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




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




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


18





SIGNATURES





In
      accordance with Section 13 or 15 (d) of the Exchange Act, the Company has duly
      caused this report to be signed on its behalf by the undersigned thereunto
      duly
      authorized,.





ORION
      DIVERSIFIED TECHNOLOGIES, INC.





BY:/s/Irwin
                PearlIrwin
                Pearl, President


Date:
      September 11, 2006








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








/s/Irwin
                PearlIrwin
                Pearl, DirectorDated:
                September 11, 2006/s/Thomas
                ReganThomas
                Regan, DirectorDated:
                September 11, 2006

















**PART
      II**





**ITEM
      7. FINANCIAL STATEMENTS**





ContentsIndependent
                  Auditors' ReportBalance
                  Sheet at April 30, 2006 and 2005
              F1Statement
                  of Operations for the fiscal years ended April 30, 2006 and 2005
              F2Statement
                  of Shareholders' Equity for the fiscal years ended April 30, 2006
                  and 2005
              F3Statement
                  of Cash Flows for the fiscal years ended April 30, 2006 and 2005
              F4Notes
                  to Consolidated Financial Statements
              F5-F10


































BLOOM
                & CO. LLP.50
                CLINTON STREET.HEMPSTEAD.NEW YORK 11550.TEL:
                516 - 486-5900CERTIFIED
                PUBLIC ACCOUNTANTS
            FAX:
                516 - 486-5476STEVEN
                BLOOM, CPA
            MEMBER
                OFFREDERICK
                PAUKER, CPA
            AMERICAN
                INSTITUTE OFSIROUSSE
                TABRIZTCHI, Ph.D. CPA
            CERTIFIED
                PUBLIC ACCOUNTANTS







REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board
      of
      Directors


Orion
      Diversified Technologies, Inc.


Long
      Beach, New York








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





We
      conducted our audits in accordance with 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, 2006, and 2005 and the results of its operation, changes
      in
      stockholders' equity and its cash flows for the years then ended, in conformity
      with accounting principles generally accepted in the United States of
      America.





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








Bloom
      & Co. LLP


Hempstead,
      New York


September
      14, 2006








ORION
                DIVERSIFIED TECHNOLOGIES, INC.BALANCE
                SHEETFOR
                THE YEAR ENDED APRIL 30, 2006 AND 2005**Assets**2006
            2005Current
                Assets:Cash
                and cash equivalents
            $
                2,370
            $
                1,453Note
                receivable and accrued interest
            795,204
            790,757Total
                Current Assets
            797,574
            792,210Equity
                interest - Ovale
            949,486
            949,486Total
                Assets
            $1,747,060
            $1,741,696**Liabilities
                & Stockholders Equity**Current
                Liabilities:Accounts
                payable and accrued expenses
            $
                47,755
            $
                33,513Due
                to officers
            --
            --Loan
                payable
            3,100
            100Total
                Liabilities
            50,855
            33,613Stockholders
                Equity:Common
                stock, par value $.01 per share, authorized10,000,000
                shares, issued and outstanding 9,982,073 sharesand
                7,312,532 shares at April 30, 2006 and April 30, 2005,respectively.
            99,816
            73,121Paid
                in capital
            1,812,890
            1,839,585Retained
                Earnings (deficit)
            (216,501)
            (204,623)Total
                Stockholders Equity
            1,696,205
            1,708,083Total
                liabilities & Stockholders Equity
            $1,747,060
            $1,741,696The
                accompanying notes are an integral part of these financial
                statements.





F-1





ORION
                DIVERSIFIED TECHNOLOGIES, INC.STATEMENT
                OF OPERATIONSFOR
                THE YEARS ENDED APRIL 30, 2006 AND 20052006
            2005Income:Revenues
            $
                --
            $
                --Costs
                & Expenses:General
                & Administrative
            29,325
            23,491Total
                Costs & Expenses
            29,325
            23,491Net
                loss before extraordinary item
            (
                29,325)
            (
                23,491)Other
                income (expense):Interest
                income
            17,446
            17,446Income
                Taxes:Current
            --
            --Tax
                benefit
            --
            --Net
                Loss
            $
                (11,878)
            $
                (6,045)Loss
                per share:Basic
            (.001)
            (.001)Weighted
                average number of shares outstanding
            8,629,018
            5,607,896The
                accompanying notes are an integral part of these financial
                statements.





F-2





ORION
                DIVERSIFIED TECHNOLOGIES, INC.CONSOLIDATED
                STATEMENT OF STOCKHOLDERS EQUITYFOR
                THE YEARS ENDED APRIL 30, 2005 AND 2004Common
            
            Additional
            AccumulatedShares
            Amount
            Capital
            Deficit
            TotalBalance
                05/01/04
            4,071,532
            $
                40,711
            $
                372,683
            $
                (198,578)
            $
                214,816Forgiveness
                of debt
            --
            --
            2,556
            --
            2,556Shares
                issued for cash
            10,000
            100
            3,400
            --
            3,500Shares
                issued for note
            1,166,900
            11,669
            532,101
            --
            543,770Shares
                issued for acquisition
            2,064,100
            20,641
            928,845
            
            949,486Net
                Loss
            --
            --
            --
            (6,045)
            (6,045)Balance
                04/30/05
            7,312,532
            $73,121
            $1,839,585
            $
                (204,623)
            $1,708,083Shares
                issued for cash
            --
            --
            --
            --
            --Shares
                released from escrow
            2,669,541
            26,695
            26,695
            --
            --Net
                Loss
            --
            --
            --
            (
                11,878)
            (
                11,878)Balance
                04/30/06
            9,982,073
            $99,816
            $1,866,280
            $
                (216,501)
            $1,696,205The
                accompanying notes are an integral part of these financial
                statements.





F-3




ORION
                DIVERSIFIED TECHNOLOGIES, INC.STATEMENT
                OF CASH FLOWSFOR
                THE YEAR ENDED APRIL 30, 2006 AND 20052006
            2005Cash
                Flow from Operating Activities:Net
                (Loss)
            $
                (
                11,878)
            $
                (
                6,045)Adjustments
                to Reconcile Net Loss to Net Cash provided by(Used
                in) Operating Activities:Shares
                issued for services
            --
            100Changes
                in Operating Current Assets and Liabilities:Accounts
                payable and accrued expenses
            14,241
            11,031Interest
                receivable
            (17,446)
            (17,446)Net
                Cash Provided by (Used in) Operations
            (
                15,083)
            ( 
                8,960)Cash
                Flow from Financing Activities:Loans
                payable
            3,000Due
                to officer
            --
            (
                20,000 )Shares
                issued for cash
            --
            543,770Net
                Cash Provided by Financing Activities
            3,000
            523,770Note
              receivable
            13,000
            (543,770)Payment
              on notes receivable
            
            17,500Net
              Cash Provided (Used) by Investing Activities
            13,000
            (526,270)Net
                increase/Decrease in cash
            917
            (
                11,460)Cash
                and cash equivalents- Beginning
            1,453
            12,913Cash
                and cash equivalents - Ending
            $2,370
            $1,453The
                accompanying notes are an integral part of these financial
                statements.





SUPPLEMENTAL
      SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:





For
      the
      year ended April 30, 2005:


None





For
      the
      year ended April 30, 2006:





On
      November 8, 2004, 2,669,000 shares were issued in exchange for a 19% equity
      interest in Ovale in the amount of $949,486. The purchase of the notes and
      the
      share exchange were valued at $.46 per share.




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





F-4





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.


F-5





ORION
      DIVERSIFIED TECHNOLOGIES, INC.


NOTES
      TO
      FINANCIAL STATEMENTS








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





Long-Lived
      Assets





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





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





Income
      Taxes





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





Non-monetary
      Transactions





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





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.





F-6


ORION
      DIVERSIFIED TECHNOLOGIES, INC.


NOTES
      TO
      FINANCIAL STATEMENTS





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





Earnings
      per Share





The
      Company follows the Statement of Financial Accounting Standards No. 128,
      Earnings Per Share ("SFAS No. 128"). SFAS No. 128 requires the presentation
      of
      both basic and diluted earnings per share.





New
        Accounting Pronouncements
 
 In
        December 2004, the Financial Accounting Standards Board (FASB) issued Statement
        of Accounting Standard (SFAS) 123R, Share-Based Payment: This statement is
        a
        revision of SFAS 123, Accounting for Stock-Based Compensation and supersedes
        APB
        25, Accounting for Stock Issued to Employees. SFAS 123R requires all share-based
        payments to employees, including grants of employee stock options, to be
        recognized in the financial statements based at their fair values beginning
        with
        the first fiscal year beginning after June 15, 2005, with early adoption
        encouraged. Under the current rules, the Company will be required to adopt
        SFAS
        123R in the first quarter of fiscal 2006, beginning December 1,
        2005.
 
 Under
        SFAS 123R, the pro forma disclosures previously permitted will no longer
        be an
        alternative to financial statement cognition. Bovie must determine the
        appropriate fair value model to be used for valuing share-based payments
        to
        employees, the amortization method for compensation cost and the transition
        method to be used at the date of adoption. The transition methods include
        modified prospective and modified retrospective adoption options. Under the
        modified retrospective options, prior periods may be restated either as of
        the
        beginning of the year of adoption or for all periods presented. The modified
        prospective method requires that compensation expense be recorded for all
        unvested stock options and restricted stock at the beginning of the first
        of
        adoption of SFAS 123R, while the modified retrospective method would record
        compensation expense for all unvested stock options and restrictive stock
        beginning with the first period restated.
 
 Additionally,
        SFAS 123R clarifies the timing for recognizing compensation expense for awards
        subject to acceleration of vesting on retirement. This compensation expense
        must
        be recognized over the period from the date of grant to the date retirement
        eligibility is met if it is shorter than the vesting term. The effect on
        future
        earnings is dependent upon a number of factors including the number of options
        granted, the vesting period, the exercise price of the options, the Company
        stock price and volatility, and other factors and therefore cannot be
        determined. However, while the adoption of FAS 123R will have no effect on
        the
        Company's cash flows or financial position, the Company believes that it
        will
        have an adverse effect on future results of operations if any options or
        warrants are to be issued.
 
 In
        March
        2005, the U.S. Securities and Exchange Commission, or SEC, released Staff
        Accounting Bulletin 107, Share-Based Payments, ("SAB 107"). The interpretations
        in SAB 107 express views of the SEC staff, or staff, regarding the interaction
        between SFAS 123R and certain SEC rules and regulations, and provide the
        staff's
        views regarding the valuation of share-based payment arrangements for public
        companies. SAB 107 provides guidance related to share-based payment transactions
        with non-employees, the transition from nonpublic to public entity status,
        valuation methods (including assumptions such as expected volatility and
        expected term), the accounting for certain redeemable financial instruments
        issued under share-based payment arrangements, the classification of
        compensation expense, non-GAAP financial measures, first-time adoption of
        SFAS
        123R in an interim period, capitalization of compensation cost related to
        share-based payment arrangements, the accounting for income tax effects of
        share-based payment arrangements upon adoption of SFAS 123R, the modification
        of
        employee share options prior to adoption of SFAS 123R and disclosures in
        Management's Discussion and Analysis subsequent to adoption of SFAS 123R.
        SAB
        107 requires stock-based compensation be classified in the same expense lines
        as
        cash compensation is reported for the same employees. We will apply the
        principles of SAB 107 in conjunction with our adoption of SFAS
        123R.
 
 In
        May
        2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections,
        a
        replacement of APB 20, Accounting Changes and SFAS 3 Reporting Accounting
        Changes in Interim Financial Statements. SFAS 154 requires retrospective
        application to prior periods' financial statements of a voluntary change
        in
        accounting principle unless it is impracticable. SFAS 154 improves financial
        reporting because its requirements enhance the consistency of financial
        information between periods. SFAS 154 is effective for accounting changes
        and
        corrections of errors made in fiscal years beginning after December 15, 2005.
        The Company is required to adopt the provisions of SFAS 154 in its first
        fiscal
        quarter of fiscal 2006. We do not expect the adoption of this statement to
        have
        a material impact on our financial position or results of
        operations.
 
 The
        adoption of SFAS 151, *Inventory
        Costs,* an
        amendment of ARB No. 43, Chapter 4; had no effect on the Company's financial
        position or results of operations.
 
 
  F-7


ORION
      DIVERSIFIED TECHNOLOGIES, INC.


NOTES
      TO
      FINANCIAL STATEMENTS








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





***FASB
        Interpretation No. 46R, Consolidation of Variable Interest Entities - An
        Interpretation of ARB51*** The FASB
        finalized FIN 46R in December 2003. FIN 46R expands the scope of ARB51 and
        various EITFs and can require consolidation of legal structures, called *Variable
        Interest Entities (VIEs)* .
        Companies with investments in *Special
        Purpose Entities (SPEs)* were
        required to implement FIN 46R in 2003; however, companies with VIEs are
        permitted to implement in the first quarter of 2004. While we do not have
        or a
        VIE that we have determined will qualify for consolidation.
 
 Reclassifications:
        Certain prior year amounts have been reclassified to conform with the
        presentation used in the year ended April 30, 2006.


**NOTE
      3 - PAYROLL TAXES**





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











**NOTE
      4 - RELATED PARTY TRANSACTIONS**





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





Due
      to
      Officer





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




2006
            2005Due
                to officer
            $
                --
            $
                22,556Less:
                Amount paid
            --
            (20,000)Less:
              Forgiveness
            --
            (2,556)Balance
                due officer
            $--
            $--







F-8





ORION
      DIVERSIFIED TECHNOLOGIES, INC.


NOTES
      TO
      FINANCIAL STATEMENTS





**NOTE
      5. NET OPERATING LOSS CARRYFORWARDS**





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







Year
                loss
            Expiration
            Loss
            EstimatedIncurred
            Date
            Amount
            Tax
                Asset04/301995
            2010
            $
                69,583
            $
                24,3541996
            2011
            70,260
            24,5911999
            2014
            400
            1402000
            2015
            400
            1402001
            2016
            26,900
            9,4152002
            2017
            4,019
            1,4072004
            2019
            27,016
            9,4562005
            2020
            6,045
            2,1162006
            2021
            11,878
            4,157Total
            
            $216,501
            $75,776







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





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





2006Deferred
                tax assets:Net
                operating loss carryforwards
            $
                75,776Less:
                Valuation allowance
            (75,776)Net
                deferred tax assets - current
            $--







**NOTE
      6. GOING CONCERN BASIS AND FUTURE PLANS**





The
      accompanying consolidated financial statements have been prepared on a going
      concern basis which contemplates the realization of assets and satisfaction
      of
      liabilities in the normal course of business.





Orion
      has
      not realized any material revenues for the five years ended April 30, 2006,
      and
      the statement of retained earnings for the year ended April 30, 2006 reflect
      a
      retained deficit of $216,501. The Company also has been entirely supported
      by
      its majority shareholder. These factors raise substantial doubt about the
      Company's ability to continue as a going concern.


F-9





ORION
      DIVERSIFIED TECHNOLOGIES, INC.


NOTES
      TO
      FINANCIAL STATEMENTS








**NOTE
      7 - PENDING BUSINESS COMBINATION**





On
      September 15, 2004, the Company, and the holders of all of the outstanding
      capital stock (the "Holders") of Ovale S.A., a Swiss corporation ("Ovale"),
      entered into a reverse acquisition Share Exchange Agreement that amended,
      restated and replaced their prior agreements (the "New Agreement"). Pursuant
      to
      the New Agreement, the Holders agreed to tender to the Company all of the 100
      issued and outstanding shares of Class A common stock, 1,000 CHF (i.e., Swiss
      Francs) par value, and all 150 issued and outstanding shares of Class B common
      stock, 5,000 CHF par value, of Ovale in exchange for an aggregate of 10,608,100
      shares of common stock of the Company.





In
      addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000 from
      the
      Company in June, 2003 (the “June Borrowers”) and Vladimir Fabert, Ovale's
      President and principal stockholder ("Fabert") who arranged for a loan to be
      made to Ovale for a maximum of €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.





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 were 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 €443,894 held in trust in
      Switzerland, was released to Ovale for use in its business. At the second
      closing, the Company shall deliver the remaining 5,875,000 shares of its common
      stock, $.01 par value per share to the individual Ovale shareholders in exchange
      for all of the Ovale shares and Mr. Cottier will deliver the 2,669,541 shares
      as
      aforesaid. Finally, the Amendment provided that the Company's Board of Directors
      shall remain in tact until the second closing. As previously reported in the
      Company's Form 10-KSB for the fiscal year ended April 30, 2004, the transaction
      with Ovale was previously approved by two-thirds of the Company's
      shareholders.


F-10


INDEX
      TO
      ATTACHED EXHIBITS AND EXHIBITS





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


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


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








Exhibit
      2.(iii)





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




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





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





IT
      IS
      HEREBY STIPULATED AND AGREED:





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





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





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





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





Dated:
      as
      of January 31, 2006








Orion
      Diversified Technologies, Inc.




By:
        /s/Irwin Pearl


Irwin
      Pearl President





**JUNE
      BORROWERS**


___________________
              Vladimir
                Fabert
              
              
              ______________________
              Gilles
                Neveu
              
              ______________________
              Gholamreza
                Shahbazi
            Synergy
                Investment Management Ltd
              
              by_______________________
              Majid
                El Sohl, Principal
              
              
              Atlantic
                International Capital Holdings, Inc.
              
              _______________________
              By
                David Laing, Principal