U. S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-KSB
 (Mark
One)
 
 |X|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
 THE
SECURITIES EXCHANGE ACT OF 1934
 
 FOR THE
FISCAL YEAR ENDED **APRIL
30, 2005**
 
 Commission
File No. 0-4006
 
 **ORION
DIVERSIFIED TECHNOLOGIES, INC.**
 ( Exact
name of registrant as specified in its charter)
 
 New
      Jersey
    22-1637978(State
      or other jurisdiction
    (IRS
      Employer Identification No.)Of
      incorporation or organization)
 
 630
Shore Road, Suite 505, Long Beach, NY 11561
 (Address
of Principal Executive Offices) (Zip Code)
 
 (516)
431-1942
 (Issuer's
Telephone Number Including Area Code)
 
 Securities
registered under Section 12(b) of the Act:
 None
 
 Securities
registered under Section 12(g) of the Act:
 
 Common
Stock, $.01 par value
 (Title of
Class)
 
 Check
whether the Issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registration was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES { X} NO {
}
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. { }
 
 State
issuer's revenues for its most recent fiscal year. $0
 
 The
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of July 26, 2005, was
approximately:$2,182,480
 
 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, 7,312,532 shares
 
 **DOCUMENTS
INCORPORATED BY REFERENCE**
 None
 
 
  Orion
Diversified Technologies, Inc.
 Form
10-KSB Annual Report
 
 Table of
Contents
 
 Part IItem 1
    Description of BusinessItem 2
    Description of PropertyItem 3
    Legal ProceedingsItem 4
    Submission of Matters to a Vote of Security
      HoldersPart IIItem 5
    Markets for Common Equity and Related Stockholders
      MatterItem 6
    Management's
      Discussion and Analysisor
      Plan of OperationItem 7
    Financial Statements (See Financial
    Section)Item 8
    Changes in and Disagreements with Accountants on Accounting
      and Financial DisclosureItem 8A
    DisclosureControls
      and ProceduresItem 8B
    Other InformationPart IIIItem 9
    Directors, Executive Officers, Promoters and Control
      PersonsItem 10
    Executive CompensationItem 11
    Security Ownership of Certain Beneficial Owners and
      ManagementItem 12
    Certain
      Relationships and Related TransactionsItem 13
    Exhibitsand
      Reports on Form 8-KItem 14
    Principal
      Accountant Fees and Services
  
 
 PART I
 
 **ITEM 1. DESCRIPTION OF BUSINESS**
 
 (a)
Business Development
 
 Historical
Development
 
 The
Registrant was incorporated in New Jersey on May 6, 1959. Until 1986, the
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.
 
 The
Registrant’s address is 630 Shore Road, Suite 505, Long Beach, NY 11561, and its
telephone and facsimile numbers are (516) 431-1942 and (516) 431-1907,
respectively.
 
 Recent
Developments
 
 *Ovale
S.A Business Combination*
 
 On
September 15, 2004, the Registrant, 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 Registrant 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 Registrant.
 
 In
addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000 from the
Registrant 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 Registrant's common
stock for each Euro lent to Ovale by the Registrant 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 Registrant, and the Holders will collectively own
approximately 75% of the total number of shares of the Registrant'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 Registrant 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 Registrant's principal
executive officers and as members of the Registrant's Board of Directors; (ii)
the Registrant will elect a Chief Financial Officer; (iii) Irwin Pearl will
remain as a member of the Registrant's Board of Directors; and (iv) the
Registrant will become principally engaged in the design and distribution of
high quality infant clothing, gifts and accessories.
 
 -1-
 
 
 On
November 8, 2004, the Registrant, 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 first closing, which took place on
November 19, 2004, the Registrant delivered 5,900,000 shares of its common
stock, $.01 par value per share, to Frederic,  Cottier,
the designated Swiss escrow agent. An aggregate of 2,669,541 of these shares are
being held in escrow until the second closing when the same shall be delivered
to Vladimir Fabert (1,949,541 shares) and Alexandre Fabert, his wife (720,000
shares). An aggregate of 1,166,900 shares were delivered to the owners of the
Orion-Ovale loan and 2,063,559 shares were delivered to the Ovale shareholders
in proportion to their interests in Ovale. Also, the Orion-Ovale loan was
assigned to Orion, all issued and outstanding shares of Ovale were delivered to
Ovale’s counsel until the second closing, and €443,894 held in trust in
Switzerland, was released to Ovale for use in its business. At the second
closing, the Registrant 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 Registrant's Board
of Directors shall remain in tact until the second closing. As previously
reported in the Registrant's Form 10-KSB for the fiscal year ended April 30,
2004, the transaction with Ovale was previously approved by a majority of the
Registrant's shareholders.
 
 Business
of the Registrant
 
 For at
least the last three fiscal years, the Registrant has essentially been a "shell"
corporation with no assets and limited liabilities. During this period, the
Registrant's management limited the Registrant's activities to seeking to
consummate a business combination with a profitable privately owned company.
Despite several attempts, no business combination was concluded by the
Registrant during the three fiscal years ended April 30, 2005.
 
 Until
September 15, 2004, the Registrant 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 Registrant will
attempt to identify and negotiate with a business target for the merger of that
entity with and into the Registrant. In certain instances, a target company may
wish to become a subsidiary of the Registrant or may wish to contribute or sell
assets to the Registrant rather than to merge. No assurances can be given that
the Registrant will be successful in identifying or negotiating with any target
company. The Registrant seeks to provide a method for a foreign or domestic
privately owned company to become a reporting ("public") company whose
securities are qualified for trading in the United States secondary
market.
 
 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 Registrant, and the
substitution by the target company of its own management and board of directors.
No assurances can be given that the Registrant will be able to enter into a
business combination, or, if the Registrant does enter into such a business
combination no assurances can be given as to the terms of a business
combination, or as to the nature of the target company.
 
 -2-
 
 
 Risk
Factors
 
 The
Registrant's business is subject to numerous risk factors, including the
following:
 
 No
Operating History or Revenue and Minimal Assets . The
Registrant has had no operating history nor any revenues or earnings from
operations for at least the last three years. The Registrant has no significant
assets or financial resources. The Registrant will, in all likelihood, incur
operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in the Registrant
incurring a net operating loss which will increase continuously until the
Registrant can consummate a business combination with a target company. There
can be no assurance that the Registrant will be able to identify such a target
company and consummate such a business combination on acceptable terms or that
it will derive any benefit from the net operating loss.
 
 Speculative
Nature of the Registrant's Proposed Operations . The
success of the Registrant's proposed 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 Registrant. The
Registrant's only two executive officers and directors are Mr. Irwin Pearl, the
President, Secretary and Chief Financial Officer, and Mr. Thomas F. Regan, the
Vice President, neither of whom have entered into written employment agreements
with the Registrant or are expected to do so in the foreseeable future. The
Registrant has not obtained key man life insurance on its officers and
directors. Notwithstanding the combined limited experience and time commitment
of management, loss of the services of its President, Mr. Irwin Pearl, would
adversely affect development of the Registrant's business and its likelihood of
consummating a business combination.
 
 Conflicts
of Interest--General . The
Registrant's two officers and directors participate in other business ventures
which may compete directly with the Registrant. Although none are anticipated,
conflicts of interest and non-arms length transactions may also arise in the
future. Management does not anticipate that the Registrant will seek a merger
with, or acquisition of, any entity in which any member of management serves as
an officer, director or partner, or in which they or their family members own or
hold any ownership interest. See "ITEM 9. Directors and Executive Officers,
Promoters and Control Persons; Compliance with Section 16(a) of the 34
Act.
 
 Reporting
Requirements May Delay or Preclude Acquisition . Section
13 of the 34 Act requires companies subject thereto to provide certain
information about significant acquisitions including certified financial
statements for the Registrant acquired covering one or two years, depending on
the relative size of the acquisition. The time and additional costs that may be
incurred by some target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Registrant. Acquisition prospects that do not have
or are unable to obtain the required audited statements may not be appropriate
for acquisition so long as the reporting requirements of the 34 Act are
applicable.
 
 Lack
of Market Research or Marketing Organization . The
Registrant has not conducted, nor have others made available to it, market
research indicating that demand exists for the transactions contemplated by the
Registrant. Even in the event demand exists for a merger or acquisition of the
type contemplated by the Registrant, there can be no assurance the Registrant
will be successful in completing any such business combination.
 
 -3-
 
 
 Lack
of Diversification . The
Registrant's proposed operations, even if successful, will, at least in the
short term and in all likelihood in the long term, result in the Registrant
engaging in a business combination with only one business opportunity.
Consequently, the Registrant's activities will be limited to those engaged in by
the business opportunity which the Registrant merges with or acquires. The
Registrant's inability to diversify its activities into a number of areas may
subject the Registrant to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the Registrant's
operations.
 
 Probable
Change in Control and Management . A
business combination involving the issuance of the Registrant's common stock
will, in all likelihood, result in shareholders of a target company obtaining a
controlling interest in the Registrant. Any such business combination may
require shareholders of the Registrant to sell or transfer all or a portion of
the Registrant's common stock held by them. The resulting change in control of
the Registrant will likely result in removal of the present officers and
directors of the Registrant and a corresponding reduction in or elimination of
their participation in the future affairs of the Registrant.
 
 Reduction
of Percentage Share Ownership Following Business Combination . The
Registrant's primary plan of operation is based upon the consummation of a
business combination with a business entity which, in all likelihood, will
result in the Registrant issuing securities to shareholders of such business
entity. The issuance of previously authorized and unissued common stock of the
Registrant would result in reduction in percentage of shares owned by the
present shareholders of the Registrant and would most likely result in a change
in control or management of the Registrant.
 
 Aspects
of Blank Check Offering . The
Registrant may enter into a business combination with a business entity that
desires to establish a public trading market for its shares. A target company
may attempt to avoid what it deems to be adverse consequences of undertaking its
own public offering by seeking a business combination with the Registrant. Such
consequences may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders or the inability to obtain an
underwriter or to obtain an underwriter on terms satisfactory to the Registrant
or the target.
 
 Taxation . Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination the Registrant may undertake. Currently, such
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Registrant
intends to structure any business combination so as to minimize the federal and
state tax consequences to both the Registrant and the target company; however,
there can be no assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes
which may have an adverse effect on both parties to the transaction or their
respective shareholders.
 
 Requirement
of Audited Financial Statements May Disqualify Business
Opportunities .
Management of the Registrant will request that any potential business
opportunity provide audited financial statements. In such case, the Registrant
may choose to obtain certain assurances as to the target company's assets,
liabilities, revenues and expenses prior to consummating a business combination,
with further assurances that an audited financial statement would be provided
after closing of such a transaction. Closing documents for such a transaction
may include representations that the audited financial statements will not
materially differ from the representations included in such closing documents.
One or more potential combination candidates may opt to forego pursuing a
business combination with the Registrant rather than incur the burdens
associated with preparing audited financial statements.
 
 -4-
 
 
 **ITEM 2. DESCRIPTION OF PROPERTY**
 
 Rental
Premises . The
Registrant has been dormant since 1997. During the fiscal year ended April 30,
2005, and through the date of this Report, the Registrant had no properties nor
did it enter into any agreement or arrangements to acquire any properties. On
December 1, 2001, the Registrant relocated its executive offices to 630 Shore
Road, Suite 505, Long Beach, NY 11561 on a temporary basis. The Registrant has
the use of approximately 100 square feet of space rent free on a month to month
basis. The Registrant's temporary space is adequate for the Registrant's present
needs, and its management expects that the Registrant will continue this
arrangement until the completion of an acquisition or merger.
 
 **ITEM 3. LEGAL PROCEEDINGS**
 
 On December 5,
2003, and as previously reported in the Registrant's Form 10-QSB Quarterly
Report of the nine months ended January 31, 2004, the Registrant was served
with a summons and complaint by Joseph Petito, the Registrant's former President
and principal stockholder, in a suit entitled Petito v. James T. Patten, et.
al. in the United States District Court, Eastern District of New York (the
“Action).  The plaintiff has alleged that the Registrant and certain of its
officers, directors and shareholders have failed to pay the Plaintiff for
his majority share ownership in the Registrant, failed to issue Plaintiff a
replacement share certificate and sought treble damages in the amount of
$4,609,000. The time for the Registrant to file a response has not yet
expired.  Aside from approximately $22,556 in which is owed to Mr. Petito
under the November
30, 2001 Option Agreement reported in the Registrant's Form 10-KSB Annual Report
for the fiscal year ended April 30, 2005, the
Registrant viewed the plaintiff’s claims as baseless. In August 2004, and in
consideration of the sum of $20,000 paid to him by the Registrant, the
Registrant received a general release from Mr. Petito and a stipulation
discontinuing the Action with prejudice.
 
 **ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS**
 
 Neither
during the fourth quarter of the fiscal year ended April 30, 2005, nor at any
time since August 15, 1994, did the Registrant conduct an Annual Meeting of its
stockholders pursuant to definitive proxy materials under Regulation 14 A under
the 34 Act, or otherwise.
 
 -5-
 
 
 **PART II**
 
 **ITEM 5. MARKET FOR COMMON STOCK EQUITY AND RELATED STOCKHOLDER
MATTERS.**
 
 (a)
Market Information.
 
 Since
approximately November 1996, the Registrant's common stock, its only class of
equity securities, has been traded in the over-the-counter market in the pink
sheets under the symbol ORDT.OB. The following table sets forth the range of
high and low bid price information for the common stock as reported by the
National Quotation Bureau, Inc. for each fiscal quarter for the past two fiscal
years. High and low bid quotations represent prices between dealers without
adjustments for retail mark-ups, mark-downs or commissions and may not
necessarily represent actual transactions.
 
 
 HIGH
    LOW**Fiscal
      2005**:FIRST
      QUARTERMay
      1st thru July 31, 2004
    $
      1.01
    $
      .70SECOND
      QUARTERAugust
      1st thru October 31, 2004
    1.55
    .60THIRD
      QUARTERNovember
      1st thru January 31, 2005
    2.00
    1.20FOURTH
      QUARTERFebruary
      1st thru April 30, 2005
    2.25
    .55**Fiscal
      2004**:FIRST
      QUARTERMay
      1st thru July 31, 2003
    1.70
    1.00SECOND
      QUARTERAugust
      1st thru October 31, 2003
    1.15
    1.00THIRD
      QUARTERNovember
      1st thru January 31, 2004
    1.15
    .75FOURTH
      QUARTERFebruary
      1st thru April 30, 2004
    1.50
    .75
 
 
 -6-
 
 
 (b)
Holders. As of April 30, 2005, the approximate number of holders of record of
shares of the Registrant's Common Stock,$.01 par value per share, the
Registrant's only class of trading securities, was believed by management to be
as follows:
 
 Title
      of Class
    Number
      of Record HoldersCommon
      Stock, $.01 par
    335
 
 Management
believes there are many shareholders whose securities are held in street name
with various brokerage houses. The exact number of shareholders is unknown to
the Registrant.
 
 (c)
Dividends.
 
 The
Registrant has paid no dividends during the fiscal years ended April 30, 2004,
and April 30, 2005. Other than the requirements of the New Jersey Business
Corporation Act that dividends be paid out of capital surplus only and that the
declaration and payment of a dividend not render the Registrant insolvent, there
are no restrictions on the Registrant's present or future ability to pay
dividends.
 
 The
payment by the Registrant of dividends, if any, in the future rests within the
discretion of its Board of Directors and will depend, among other things, upon
the Registrant's earnings, its capital requirements, and its financial
conditions, as well as other relevant factors.
 
 **ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION**
 
 The
Private Securities Litigation Reform Act of 1995 contains "safe harbor"
provisions regarding forward-looking statements. Except for historical
information contained herein, the matters discussed in the Liquidity and Capital
Resources section below contain potential risks and uncertainties including,
without limitation, risks related to the Registrant's ability to successfully
identify potential merger partners, retain key employees and settle any
outstanding debts. The Registrant will need to attract partners in order to
execute its revised business strategy, and there can be no assurance that the
Registrant will be successful in attracting such partners.
 
 Results
of Operations
 
 During
the two fiscal years ended April 30, 2005, and 2004, the Registrant had
discontinued all operations and did not earn any revenues.
 
 Commencing
on November 30, 2001, the Registrant's general and administrative expenses were
entirely attributable to keeping the Registrant current in its reporting
obligation under the 34 Act, its tax and good standing obligations to the State
of New Jersey, the payment of transfer agent fees and incidental overhead
expenses.
 
 The
Registrant did not conduct any research and development or selling and marketing
activities in the two fiscal years ended April 30, 2005, and 2004. The
Registrant is not currently conducting any research and development or selling
and marketing activities.
 
 During
the two fiscal years ended April 30, 2005, and 2004, the Registrant recognized a
net loss of $(6,045) and $(27,016), 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 expenses
in 2005 and 2004 were $23,491 and $38,477, respectively. Because of collection
time-limitations provided in the federal tax laws, prior periods payroll taxes
are no longer a liability of the Registrant. The Registrant does not anticipate
sales of any products or service in the foreseeable future other than those of a
potential merger partner.
 
 -7-
 
 
 During
the fiscal year ended April 30, 2005, the Registrant experienced a decrease of
$14,986 or 64% decrease in general and administrative expenses from $38,477 in
2005 compared to $23,491 in 2004. This increase was principally attributable to
expenses pertaining to professional services. During the two fiscal years ended
April 30, 2005, the economic viability of the Registrant was and continues to be
entirely dependent upon the Registrant's ability to raise capital through
private offerings, loans and the consummation of a business
combination.
 
 On
November 30, 2001, and as disclosed herein under Item 1, Mr. Petito entered into
an option agreement with the James T. Patten as Option Holder. Under the option
agreement, the Option Holder was given the right to purchase all of the Option
Shares owned by Mr. Petito. On the same day, Mr. Petito and Mr. Irwin Lampert
resigned as executive officers and directors of the Registrant in favor of Mr.
Irwin Pearl and Mr. Thomas F. Regan as President, Secretary and Chief Financial
Officer and Vice President, respectively. Pursuant to the terms and conditions
of the agreement, the Registrant commenced a best efforts private offering of
3,000,000 shares of its common stock at $.05 per share. During the fiscal year
ended April 30, 2005, and as hereinafter indicated in Item 12, the Registrant
sold an aggregate of 2,000,000 shares to Parthian Securities SA (1,000,000
shares), Grove Partners (500,000 shares) and Gable International Investments,
Ltd. (500,000 shares). The proceeds from these sales were utilized to pay the
Registrant = s accrued
general and administrative expenses. The right to acquire the Option Shares was
assigned to seven non-affiliated individuals and an entity who subsequently
exercised the same on or about March 31, 2003. As a result of the foregoing, the
Registrant underwent a change of control. The future of the Registrant is
entirely dependent on management's ability to secure a business combination
partner or establish profitable operations.
 
 Financial
Condition
 
 In 1997,
the Registrant changed its direction from investment in real estate to finding a
merger partner.
 
 As of
April 30, 2005, the Registrant had cash of $1,453. As of April 30, 2004, and
principally as a result of the Registrant's private placement of 1,000,000
shares at $.05 per share. The Registrant has cash of $12,913.
 
 During
the fiscal year ended April 30, 2004 we lent the prospective business
combination company (Ovale) $253,080 of which $17,500 was repaid. The loan is
due over a period of two years and yields interest at 8% per annum.
 
 The
Registrant's current liabilities as of April 30, 2005 and 2004 were $33,613 and
$45,138, respectively.
 
 In the
fiscal year ending April 30, 2004 the liability was reduced by an offset in the
amount of $27,444 in liabilities that were incurred pertaining to professional
fees and franchise taxes which occurred during Mr. Petito's control of the
Company. During the fiscal year April 30, 2005, $20,000 was paid to Mr. Petito
in full satisfaction of any liability owed to him.
 
 The
Registrant is authorized to issue up to 10,000,000 shares of its Common Stock.
As of April 30, 2005, there were 7,312,532 shares of the Registrant's Common
Stock issued and outstanding, and increase of 3,241,000 shares from April 30,
2004.
 
 Employees
 
 Other
than the non-compensated officers of the Registrant there are no other
employees.
 
 Capital
Expenditures
 
 The
Registrant did not have any material commitments for capital expenditures at
April 30, 2005 or 2004.
 
 -8-
 
 
 Effects
of Inflation
 
 The
Registrant believes that the relatively moderate rate of inflation over the past
few years has not had a significant impact on the Registrant's financial
position or operating results.
 
 **ITEM 7. FINANCIAL STATEMENTS**
 
 Financial
statements meeting the requirements of Item 310 of Regulation S-B, for the two
fiscal years ending April 30, 2005 and 2004 were audited by Bloom & Co.
LLP.
 
 
 **ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.**
 
 None
 
 **ITEM 8A. DISCLOSURE CONTROLS AND
PROCEDURES**
 
 (a)
Evaluation of disclosure controls and procedures
 
 An
evaluation of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) as of April 30, 2005 was carried out under the supervision and
with the participation of the Company’s management, including the President and
Chief Executive Officer and the Chief Financial Officer (“the Certifying
Officers”). Based on that evaluation, the Certifying Officers concluded that the
Company’s disclosure controls and procedures are effective.
 
 Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Securities Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed or submitted under the Securities
Exchange Act is accumulated and communicated to management, including our
President and Chief Financial Officer, as appropriate, to allow timely decisions
and timely reporting regarding required disclosure.
 
 (b)
Changes in internal controls
 
 There was
no change to the Company’s internal control over financial reporting during the
year ended April 30, 2005 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.
 
 -9-
 
 
 **PART III**
 
 **ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE 34 Act**
 
 (a)
Identify Directors and Executive Officers.
 
 The
following table sets forth: (1) names and ages of all persons who presently are
and who have been selected as directors of the Registrant; (2) all positions and
offices with the Registrant held by each such person; (3) the term or office of
each person named as a director; and 4) any period during which he or she has
served:
 Duration
      andDate
      of
    Position
      &
    Age
      andExpiration
      of
    Office
      with
    DirectorName
    Present
      Term
    Registrant
    SinceIrwin
      Pearl
    One
      yearNext
      Annual
    President,
      Chief Financial Officer and
    62,
      11/30/01Meeting
    DirectorThomas
      F. Regan
    One
      yearNext
      Annual
    President
      and
    62,
      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 Registrant.
 
 (4)
Business Experience
 
 The
following is a brief account of the experience of each director and executive
officers of the Registrant:
 
 IRWIN
PEARL. Mr. Pearl was elected as the Registrant's President, Secretary and Chief
Financial Officer on November 30, 2001. Simultaneously therewith and since
November 6, 2001, Mr. Pearl has been the President of E-Global Communications,
Inc., a Nevada corporation engaged in the marketing and sale of direct response
TV products and services in Latin America. Simultaneously therewith and from
January 1998, Mr. Pearl served as the Chief Operating Officer and a director of
E-GlobalNet, Inc. (and its predecessors), a Delaware corporation and
international distributor of "As Seen On TV" products in Hicksville, New York.
Prior thereto since 1992, Mr. Pearl was President/Co-Chief Executive Officer and
a director of PhaseOut of America, Inc. (OTCBB Symbol POUT) where he
administered the re-development and
clinical testing of that company's patented smoke cessation product. Prior
thereto since 1984, Mr. Pearl was President and Chief Executive Officer of
AquaSciences International, Inc. (NASDAQ AQSI); a company engaged in the
development of proprietary water purification technologies for consumer
applications. From 1970 to 1984, Mr. Pearl was the principal of Promotional
Media, Inc., a company engaged in the publishing of traffic building continuity
promotions for the leading supermarkets in the nation. In 1966, Mr. Pearl
co-founded Jerome Irwin Advertising Agency; a retail-advertising agency that
grew to become one of Long Island's largest, with annual billings reaching $50
million per year. Mr. Pearl is a charter member of the New Product Development
Corporation, a consortium of business management executives, that helps
inventors and product developers commercialize their products.
 
 -10-
 
 
 THOMAS F.
REGAN. Mr. Regan was elected as a director and the Registrant's Vice President
on November 30, 2001. Simultaneously therewith and since October 30, 2001, Mr.
Regan has been employed by Greenpoint Financial, a division of the Greenpoint
Savings Bank, as a Wholesale Account Executive in its Mount Laurel, New Jersey
office. Prior thereto since 1991, Mr. Regan served as the President and a
principal stockholder of Pinnacle Mortgage Corp., a privately owned licensed
mortgage banking firm in East Hanover, New Jersey. Prior thereto since 1978, Mr.
Regan was employed by the mortgage banking divisions of various commercial and
savings banks in the Northeast United States.
 
 (5)
Directorship
 
 Each
Director of the Registrant has indicated to the Registrant that he or she is not
presently a director in any other Registrant with a class of securities
registered pursuant to Section 12 of the 34 Act or subject to the requirements
of Section 15(d) of such act or any investment company registered
 under the
Investment Company Act of 1940.
 
 (b)
Identification of Certain Significant Employees
 
 The
Registrant does not presently employ any person as a significant employee who is
not an executive officer but who makes or is expected to make a significant
contribution to the business of the Registrant.
 
 (C)
Family Relationships
 
 No family
relationship exists between any director or executive officers of the
Registrant.
 
 (d)
Involvement in Certain Legal Proceedings
 
 No event
listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of
Regulation S-B, has occurred with respect to any present executive officer or
director of the Registrant or any nominee for director during the past five
years which is material to an evaluation of the ability or integrity of such
director or officer.
 
 **ITEM 10. EXECUTIVE COMPENSATION.**
 
 (a) General
 
 (1)
through (7) All Compensation Covered. During the three fiscal years ended April
30, 2005, no compensation was paid to, accrued or set aside for any executive
officer or director of the Registrant.
 
 (b) Summary
Compensation Table
 
 SUMMARY
      COMPENSATION TABLEAnnual
      Compensation
    Long-Term
      CompensationRestricted
    SecuritiesStock
    Underlying
      LTIName
    Year
    Salary
    Bonus
    Other
    Award(s)
    Options
    PayIrwin
      Pearl
    2003
    -0-
    None
    None
    None
    None
    NoneThomas
      Regan
    2003
    -0-
    None
    None
    None
    None
    NoneIrwin
      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
    None
 _________________
 
 -11-
 
 (c) Option/SAR
Grant Table . During
the fiscal year ended April 30, 2005, the Registrant made no grants of stock
options or freestanding SAR's.
 
 (d) Aggregate
Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table . No
stock options or freestanding SAR's are issued or outstanding. Accordingly, and
during the fiscal year ended April 30, 2005, no stock options or freestanding
SAR's were exercised. Notwithstanding the foregoing, an aggregate of 1,000,000
shares of the Registrant's Common Stock, $.01 par value per share continue to be
reserved for issuance pursuant to the Registrant's long-term incentive plan
adopted by the Registrant's Board of Directors in August, 1990, but never
ratified and approved by the Registrant's stockholders. On June 2, 2003, and in
the Consent, a majority of the Registrant's stockholders ratified and approved
the 2003 Long
Term Incentive Plan wherein an aggregate of 2,000,000 authorized but unissued
shares of the Registrant's common stock are reserved for the issuance of option
and other awards under such Plan.
 
 (e) Long-Term
Incentive Plan ("LTIP") Awards Table . During
the fiscal year ended April 30, 2005, the Registrant made no LTIP
awards.
 
 (f) Compensation
of Directors . (1) and
(2). During the fiscal year ended April 30, 2005, no director of the Registrant
received any compensation, whether pursuant to any standard or other arrangement
or otherwise.
 
 (g) Employment
Contracts and Termination of Employment, and Change-in Control
Arrangements . (1) and
(2). No executive officer, director or employee of the Registrant is serving
pursuant to the terms of a written employment or other compensation agreement,
understanding or arrangement with the Registrant; and no such agreement was
entered into during the fiscal year ended April 30, 2005.
 
 (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, 2005, no stock options or freestanding
SAR's were repriced.
 
 **ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT**
 
 (a) Security
Ownership of Certain Beneficial Owner . The
information is furnished as of April 30, 2005, as to the number of shares of the
Registrant's Common Stock, $.01 par value per share, owned beneficially, or
known by the Registrant to own beneficially, more than 5% of any class of such
security:
 
 Name
      and Address of Beneficial
    Amount
      and Nature of BeneficialOwner
    Ownership
    Percentage
      of ClassVladimir
      Fabert1,
      Chemin de la SavonniereCollonge-BelleriveSwitzerland
    3,116,441(1)(2)
    19%Parthian
      Securities SA36
      Blvd. HelvetiqueCH-1207
      GenevaSwitzerland
    1,200,000
    12%Grove
      Partners266
      Cedar StreetCedar
      Grove, NJ 07009
    500,000(3)
    5%Gable
      InternationalInvestments,
      Ltd.PO
      Box 3152 Road TownToftola,
      British Virgin Islands
    500,000
    5%
 
 
 -12-
 
 (1) Represented
by a certificate originally issued on November 24, 2004, and presently being
held in by Ovale in escrow pending the final closing of the reverse acquisition
business combination described herein in Item 1.  Includes
1,166,900 shares received in exchange for a note of Ovale, SA.
 
 (2) Does not
include an aggregate of 720,000 shares of the Registrant's Common Stock owned of
record by Alexandre Fabert, the wife of Vladimir Fabert who is not otherwise
affiliated with Ovale as an executive officer or director. Mr. Fabert disclaims
beneficial ownership of the shares of the Registrant's Common Stock individually
owned by his wife.
 
 (3) Does not
include an aggregate of 70,000 shares of the Registrant's Common Stock owned of
record by Pasquale Catizone, a general partner of Grove Partners. Grove Partners
disclaims beneficial ownership of the shares of the Registrant's Common Stock
individually owned by Mr. Catizone.
 
 (b) Security
Ownership of Management . The
information is furnished as of April 30, 2005, as to the number of shares of the
Registrant's Common Stock, $.01 par value per share owned beneficially by each
executive officer and director of the Registrant and by all executive officers
and directors as a group:
 
 Name
      and Address
    Amount
      and 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 Registrant'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 Registrant's Common Stock owned of record by his
children.
 
 (c) Changes
in Control .
 None
 
 **ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS**
 
 (a)(b) On
September 27, 2004, On October 12, 2004, Irwin Pearl, an executive officer and
director of the Registrant, sold 10,000 shares of the Registrant's Common Stock
under Rule 144 under the Securities Act.
 
 On
November, 2004, and in connection with the reverse acquisition business
combination described herein in Item 1., the Registrant caused the original
issuance of an aggregate of 5,900,000 restricted (i.e., unregistered) shares of
its Common Stock registered in the name of 46 individual and/or entity
stockholders of Ovale. The certificates of Mr. Fabert are being held by Ovale in
escrow pending the final closing of the reverse acquisition business combination
described herein in Item 1. Of the 46 stockholders, only Vladimir Fabert, an
executive officer and director of Ovale (1, 949,541 shares or approximately 20%)
and Alexandre Fabert, his wife, who is not otherwise affiliated with Ovale as an
executive officer or director (720,000 shares or approximately 7%), are the
record owners of more than 5% of the Registrant's issued and outstanding shares
of Common Stock.
 
 -13-
 
 
 
 Except
for the foregoing, the Registrant has not been advised, nor does it have any
reason to believe that during the fiscal year ended April 30, 2005, 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 Registrant or any shareholder known by the
Registrant to own of record or beneficially more than five (5%) percent of the
Registrant's Common Stock, had a direct or indirect material interest in any
transaction or presently proposed transaction to which the Registrant or any of
its parents was or is a party.
 
 (c) Parents . As at
April 30, 2005, Parthian Securities SA, a Swiss
corporation that is
the record and beneficial owner of an aggregate of 1,000,000 shares of the
Registrant's Common Stock and Vladimir Fabert, an executive officer and director
of Ovale, may be deemed to be a parents of the Registrant.
 
 (d)
Transactions with Promoters. Inapplicable.
 
 **ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K**
 
 (a) Exhibits :
 
 31.1Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2003
  31.2Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2003
 
 32Certifications
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, 2005, the Registrant did not
file any Form 8-K Current Reports.
 
 
 **ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES**
 
 The
following table sets forth the aggregate fees billed to us for fiscal years
ended April 30, 2005 and 2004 by Bloom & Co., LLP, the Registrant's
auditors:
 
 2005
    
    2004Audit
      Fees(1)
    
    $
    9,601
    
    $
    5,198Non-Audit
      Fees:Audit
      Related Fees(2)
    
    
    --
    
    
    --Tax
      Fees(3)
    
    
    --All
      other Fees(4)
    
    
    --
    
    
    --Total
      Fees paid to Auditor
    
    $
    9,601
    
    $
    5,198
 
 (1) Audit
fees consist of fees billed for professional services rendered for the audit of
the Registrant'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
Registrant'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.
 
 -14-
 
 
 (4) All
other fees consist of fees for products and services other than the services
reported above. In the past the Board of Directors had considered the role of
Bloom & Co., LLP in providing certain tax services to the Registrant and had
concluded that such services were compatible with Bloom & Co., LLP’s
independence as our auditors. In addition, since the effective date of the SEC
rules stating that an auditor is not independent of an audit client if the
services it provides to the client are not appropriately approved (which was
previously done by the Board of Directors). Now the Audit Committee will
pre-approve all audit and permissible non-audit services provided by the
independent auditors.
 
 The Audit
Committee has adopted a policy for the pre-approval of services provided by the
independent auditors, pursuant to which it may pre-approve any service
consistent with applicable law, rules and regulations. Under the policy, the
Audit Committee may also delegate authority to pre-approve certain specified
audit or permissible non-audit services to one or more of its members, including
the Chairman. A member to whom pre-approval authority has been delegated must
report its pre-approval decisions, if any, to the Audit Committee at its next
meeting, and any such pre-approvals must specify clearly in writing the services
and fees approved. Unless the Audit Committee determines otherwise, the term for
any service pre-approved by a member to whom pre-approval authority has been
delegated is twelve months.
 
 -15-
 
 
 **SIGNATURES**
 
 Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of Long Beach, State of
New York, on August 18, 2005.
 
 ORION
DIVERSIFIED TECHNOLOGIES, INC.
 
 BY:/s/Irwin
      PearlIrwin
      Pearl, President
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of the Registrant and in their capacities and on the dates
indicated have signed this report below.
 
 /s/Irwin
      PearlIrwin
      Pearl, DirectorDated:
      August 18, 2005Long
      Beach, New York/s/Thomas
      ReganThomas
      Regan, DirectorDated:
      August 18, 2005Long
      Beach, New York
 
 
 -16-
 **PART
II**
 
 **ITEM
7. FINANCIAL STATEMENTS**
 
 
 
 ContentsIndependent Auditors' ReportBalance
      Sheet at April 30, 2005 and 2004Statement
      of Operations for the fiscal years ended April 30, 2005 and
      2004Statement of Shareholders' Equity for the
      fiscal years ended April 30, 2005 and 2004Statement of Cash Flows for the fiscal years ended April
      30, 2005 and 2004Notes
      to Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 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, 2005, and 2004 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, 2005, and 2004 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
 August
18, 2005
 
 
 
 
 ORION
      DIVERSIFIED TECHNOLOGIES, INC.BALANCE SHEETFOR
      THE YEAR ENDED APRIL 30, 2005 AND 2004**Assets**2005
    
    2004Current
      Assets:Cash
      and cash equivalents
    
    $
    1,453
    
    $
    12,913Note
      receivable and accrued interest
    
    
    790,757
    
    
    247,041Total
      Current Assets
    
    
    792,210
    
    
    259,954Equity
      interest - Ovale
    
    
    949,486
    
    
    --Total
      Assets
    
    $
    1,741,696
    
    $
    259,954**Liabilities
      & Stockholders Equity**Current
      Liabilities:Accounts
      payable and accrued expenses
    
    $
    33,513
    
    $
    22,482Due
      to officers
    
    
    --
    
    
    22,556Loan
      payable
    
    
    100
    
    
    100Total
      Liabilities
    
    
    33,613
    
    
    45,138Stockholders
      Equity:Common
      stock, par value $.01 per share, authorized10,000,000
      shares, issued and outstanding 7,312,532 sharesand
      4,081,532 shares at April 30, 2005 and April 30, 2004,respectively.
    
    
    73,121
    
    
    40,711Paid
      in capital
    
    
    1,839,585
    
    
    372,683Retained
      Earnings (deficit)
    
    
    (204,623
    )
    
    (198,578
    )Total
      Stockholders Equity
    
    
    1,708,083
    
    
    214,816Total
      liabilities & Stockholders Equity
    
    $
    1,741,696
    
    $
    259,954The
      accompanying notes are an integral part of these financial
      statements.
 
 
 F-1
 
 ORION
      DIVERSIFIED TECHNOLOGIES, INC.STATEMENT OF OPERATIONSFOR
      THE YEAR ENDED APRIL 30, 2005 AND 20042005
    
    2004Income:Revenues
    
    $
    --
    
    $
    --Costs
      & Expenses:General
      & Administrative
    
    
    23,491
    
    
    38,477Total
      Costs & Expenses
    
    
    23,491
    
    
    38,477Net
      loss before extraordinary item
    
    
    (
      23,491)
    
    
    (
      38,477)Other
      income (expense):Interest
      income
    
    
    17,446
    
    
    11,461Income
      Taxes:Current
    
    
    ----
    
    
    ----Tax
      benefit
    
    
    ----
    
    
    ----Net
      Loss
    
    $
    (6,045)
    
    $
    (27,016)Earnings
      per share:Basic
    
    
    (.001)
    
    
    (.006)Weighted
      average number of shares outstanding
    
    
    5,607,896
    
    
    4,071,532The
      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
      05/01/03
    
    
    3,857,397
    
    $
    38,569
    
    $
    85,637
    
    $
    (171,562)
    $
    (
      47,356)Shares
      issued for Cash
    
    
    204,135
    
    
    2,042
    
    
    279,646
    
    
    --
    
    281,688Shares
      issued for Services
    
    
    10,000
    
    
    100
    
    
    7,400
    
    
    --
    
    7,500Net
      Loss
    
    
    --
    
    
    --
    
    
    --
    
    
    (27,016)
    
    (27,016)Balance
      04/30/04
    
    
    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)
    $
    1,708,083The
      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, 2005 AND 20042005
    2004Cash
      Flow from Operating Activities:Net
      (Loss)
    
    $
    (
      6,045)
    $
    (
      27,016)Adjustments
      to Reconcile Net Loss to Net Cash provided by(Used
      in) Operating Activities:Shares
      issued for services
    
    
    100
    
    100Changes
      in Assets and Liabilities:Note
      Receivable
    
    
    17,500
    
    (
      247,041)Accounts
      payable and accrued expenses
    
    
    11,031
    
    20,365Interest
      receivable
    
    
    (17,446)
    
    --Net
      Cash Provided by (Used in) Operations
    
    
    5,140
    
    (
      253,592)Cash
      Flow from Financing Activities:Due
      to officer
    
    
    (
      20,000 )
    
    (
      27,444)Shares
      issued for cash
    
    
    3,400
    
    289,088Net
      Cash Provided by Financing Activities
    
    
    (
      16,600)
    
    261,644Net
      increase/Decrease in cash
    
    
    (
      11,460)
    
    8,052Cash
      and cash equivalents- Beginning
    
    
    12,913
    
    4,861Cash
      and cash equivalents - Ending
    
    $
    1,453
    $
    12,913The
      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, 2004:
 None
 
 For the
year ended April 30, 2005:
 
 On
November 8, 2004, 1,166,900 shares were issued in exchange for a note receivable
in the amount of $543,770 and 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.
 
 
 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 FASB issued SFAS No.123 (revised 2004), "Share-Based Payment"
("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123") and supercedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees. "SFAS 123R requires that all share-based payments to
employees, including grants of employee stock options, be recognized in the
financial statements based on their fair values, beginning with the first
interim or annual period after June 15, 2005, with early adoption encouraged.
The pro forma disclosures previously permitted under SFAS 123, no longer will be
an alternative to financial statement recognition. We are required to adopt SFAS
123R in the third quarter of 2005. Under SFAS 123R, we must determine the
appropriate fair value model to be used in valuing share-based payments, the
amortization method for compensation cost and the transition method to be used
at the date of adoption. Upon adoption, we may choose from two transition
methods: the modified-prospective transition approach or the
modified-retroactive transition approach. Under the modified-prospective
transition approach we would be required to recognize compensation cost for
awards that were granted prior to, but not vested as of the date of adoption.
Prior periods remain unchanged and pro forma disclosures previously required by
SFAS No. 123 continue to be required. Under the modified-retrospective
transition method, we would be required to restate prior periods by recognizing
compensation cost in the amounts previously reported in the pro forma disclosure
under SFAS No. 123. Under this method, we would be permitted to apply this
presentation to all periods presented or to the start of the fiscal year in
which SFAS No. 123R is adopted. We would also be required to follow the same
guidelines as in the modified-prospective transition method for awards granted
subsequent to adoption and those that were granted and not yet vested. We are
currently evaluating the requirements of SFAS 123R and its impact on our
consolidated results of operations and earnings per share. We have not yet
determined the method of adoption or the effect of adopting SFAS 123R, and it
has not been determined whether the adoption will result in amounts similar to
the current pro forma disclosures under SFAS 123.
 
 In
December 2004, the FASB issued Staff Position ("FSP") No.109-2, "Accounting and
Disclosure Guidance for the Foreign Earnings Repatriation Provision within the
American Jobs Creation Act of 2004" ("FSP 109-2"). This position provides
guidance under FASB Statement No.109 ("SFAS 109"), "Accounting for Income
Taxes", with respect to recording the potential impact of the repatriation
provisions of the American Jobs Creation Act of 2004 (the "Jobs Act") on
enterprises' income tax expense and deferred tax liability. The Jobs Act was
enacted on October 22, 2004. FSP 109-2 states that an enterprise is allowed time
beyond the financial reporting period of enactment to evaluate the effect of the
Jobs Act on its plan for reinvestment or repatriation of foreign earnings for
purposes of applying SFAS 109.   The Company does not have accumulated
income earned abroad and The Act and the FSP No. 109-2 do not have any
effect on the Company's financial statements.
 
 In
December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets -
An Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions"
("SFAS 153"). SFAS 153 eliminates the exception from fair value measurement for
nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB
Opinion No. 29, "Accounting for Nonmonetary Transactions," and replaces it with
an exception for exchanges that do not have commercial substance. SFAS 153
specifies that a nonmonetary exchange have commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange. SFAS 153 is effective for fiscal periods beginning after June 15,
2005. We have considered SFAS 153 and have determined that this pronouncement is
not applicable to our current 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.
 
 **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, 2005 and 2004, the amounts owed to the officer were:
 
 2005
    2004Due
      to officer
    
    $
    22,556
    $
    50,000Less:
      Amount paid
    
    
    (20,000)
    
    (
      27,444)Less:
      Forgiveness
    
    
    (2,556)
    
    --Balance
      due officer
    
    $
    --
    $
    22,556
 
 
 
 F-8
 
 
 ORION
DIVERSIFIED TECHNOLOGIES, INC.
 NOTES TO
FINANCIAL STATEMENTS
 
 **NOTE
5. NET OPERATING LOSS CARRYFORWARDS**
 
 As of
April 30, 2005 the Company had NOLs of $204,623. 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
    2,116Total
    
    $204,623
    $71,619
 
 
 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 $204,623, as of April 30, 2005. The Company believes it
is likely that the benefit of these additional assets may not be realized in the
future.
 
 2005Deferred
      tax assets:Net
      operating loss carryforwards
    $
      71,619Less:
      Valuation allowance
    (71,619)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 four years ended April 30, 2005, and
the statement of retained earnings for the year ended April 30, 2005 reflect a
retained deficit of $204,623. 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 Registrant, 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 Registrant 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 Registrant.
 
 In
addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000 from the
Registrant 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 Registrant's common
stock for each Euro lent to Ovale by the Registrant 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 Registrant, and the Holders will collectively own
approximately 75% of the total number of shares of the Registrant'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 Registrant 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 Registrant's principal
executive officers and as members of the Registrant's Board of Directors; (ii)
the Registrant will elect a Chief Financial Officer; (iii) Irwin Pearl will
remain as a member of the Registrant's Board of Directors; and (iv) the
Registrant will become principally engaged in the design and distribution of
high quality infant clothing, gifts and accessories.
 
 On
November 8, 2004, the Registrant, 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 first closing, which took place on
November 19, 2004, the Registrant delivered 5,900,000 shares of its common
stock, $.01 par value per share, to Frederic,  Cottier,
the designated Swiss escrow agent. An aggregate of 2,669,541 of these shares are
being held in escrow until the second closing when the same shall be delivered
to Vladimir Fabert (1,949,541 shares) and Alexandre Fabert, his wife (720,000
shares). An aggregate of 1,166,900 shares were delivered to the owners of the
Orion-Ovale loan and 2,063,559 shares were delivered to the Ovale shareholders
in proportion to their interests in Ovale. Also, the Orion-Ovale loan was
assigned to Orion, all issued and outstanding shares of Ovale were delivered to
Ovale’s counsel until the second closing, and €443,894 held in trust in
Switzerland, was released to Ovale for use in its business. At the second
closing, the Registrant 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 Registrant's Board
of Directors shall remain in tact until the second closing. As previously
reported in the Registrant's Form 10-KSB for the fiscal year ended April 30,
2004, the transaction with Ovale was previously approved by a majority of the
Registrant's shareholders.