<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                   FORM 10-QSB

 (MARK ONE)
      [X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

      [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF EXCHANGE ACT

                         COMMISSION FILE NUMBER 0-29673


                            ORION TECHNOLOGIES, INC.
                            ------------------------
           (Name of small business issuer as specified in its charter)

                 NEVADA                                       88-0369588
                 ------                                       ----------
     (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                       Identification No.)


                           1133 21ST STREET 8TH FLOOR
                              WASHINGTON, DC 20036
                              --------------------
                    (Address of principal executive offices)

                                 (202) 822 0114
                                 --------------
                           (Issuer's telephone number)


                             ---------------------

Check whether the issuer (1) 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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No


As of September 30, 2001 there were 7,061,429 shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format (check one): [ ] Yes  [X]  No


<PAGE>


                            ORION TECHNOLOGIES, INC.

                                   FORM 10-QSB

                                      INDEX


<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                    PAGE
                                                                                  ----
<S>                                                                              <C>
Item 1.        Financial Statements (Unaudited)

               Consolidated Balance Sheets as of
               September 30, 2001 and December 31, 2000.............................1

               Consolidated Statement of Operations for the
               Three Months Ended September 30, 2001 and 2000.......................2

               Consolidated Statement of Operations for the
               Nine months Ended September 30, 2001 and 2000........................3

               Consolidated Statement of Cash Flows for the
               Nine months Ended September 30, 2001 and 2000........................4

               Notes to Consolidated Financial Statements...........................5

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations...........................................10



PART II - OTHER INFORMATION

Item 1.        Legal Proceedings...................................................15

Item 2.        Changes in Securities and Use of Proceeds...........................15

Item 3.        Defaults Upon Senior Securities.....................................15

Item 4.        Submission of Matters to a Vote of Security Holders.................15

Item 5.        Other Information...................................................15

Item 6.        Exhibits and Reports on Form 8-K....................................15


SIGNATURES     ....................................................................16
</TABLE>



<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                    ORION TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              September          December
                                                               30, 2001          31, 2000
                                                            -------------     -------------
<S>                                                      <C>                <C>
ASSETS
Current Assets:
     Cash                                                  $     114,550     $      19,274
     Accounts receivable, net                                    661,899           220,741
     Inventory                                                   249,717           258,106
     Prepaid assets and other current assets                           -             9,895
                                                            -------------     -------------
          Total current  assets                                1,026,166           508,016

Property and equipment, net                                      344,152            43,504
Goodwill and other intangibles, net                            2,434,103         1,215,563
Advance to Rodan Telecom                                         100,000           100,000
Other non-current assets                                         109,988            52,800
                                                            -------------     -------------

          Total assets                                     $   4,014,409     $   1,919,883
                                                            =============     =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Line of credit payable                                $      23,000     $      78,443
     Accounts payable                                          1,156,066         1,472,000
     Accrued expenses                                            549,012           298,912
     Advance from related party                                    3,500             3,500
     Current portion of long-term debt                           622,037           366,051
     Capital lease obligation                                    233,514                 -
     Net liabilities of discontinued operations                        -            86,633
                                                            -------------     -------------
          Total current liabilities                            2,587,129         2,305,539

Long-term debt, net of current portion                           900,016            87,249
                                                            -------------     -------------

          Total liabilities                                    3,487,145         2,392,788
                                                            -------------     -------------

Commitments and contingencies                                          -                 -

Stockholders' equity (deficit):
     Preferred stock, no par value, 2,500,000 shares
        authorized; 65,000 shares issued and outstanding         135,328           135,328
     Common stock, $0.001 par value, 100,000,000 shares
        authorized; 7,061,429 and 5,190,156 shares
        issued and outstanding at September 30, 2001 and
        December 31, 2000, respectively                            7,062             5,191
      Additional paid in capital                              44,647,942        42,501,078
     Accumulated deficit                                    (44,263,068)      (43,114,502)
                                                            -------------     -------------
          Total stockholders' equity (deficit)                   527,264         (472,905)
                                                            -------------     -------------

           Total liabilities and stockholders' equity
             (deficit)                                     $   4,014,409     $   1,919,883
                                                            =============     =============
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

<PAGE>

                    ORION TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                2001              2000
                                                            -------------     -------------

<S>                                                      <C>               <C>
Revenues                                                   $   1,524,297     $     577,339
Cost of revenues                                                 748,988           346,341
                                                            -------------     -------------

Gross profit                                                     775,309           230,998

Sales and marketing                                              102,216                 -
General and administrative expenses                              741,439           836,263
Non-cash compensation - general and administrative                     -         3,315,735
Amortization and depreciation                                    233,470            72,972
                                                            -------------     -------------

Net operating loss                                             (301,816)       (3,993,972)
Interest and other expense, net                                 (63,562)         (111,373)
                                                            -------------     -------------

Loss from continuing operations before discontinued
  operations                                                    (365,378)       (4,105,345)
Discontinued operations:
     Loss from discontinued operations                                 -         (252,799)
                                                            -------------     -------------

Net loss                                                       (365,378)       (4,358,144)
Preferred stock dividend                                         (7,620)           (7,620)
                                                            -------------     -------------

Net loss attributable to common stockholders               $   (372,998)     $ (4,365,764)
                                                            =============     =============

Loss per common share - Basic and Diluted:
     Loss from continuing operations                       $      (0.06)     $      (0.89)
     Discontinued operations                                           -            (0.05)
                                                            -------------     -------------

      Total loss per share                                 $      (0.06)     $      (0.94)
                                                            =============     =============

      Weighted shares outstanding used in
      calculation - Basic and Diluted                          6,042,575         4,637,445
                                                            =============     =============

</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                       2
<PAGE>


                    ORION TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                2001              2000
                                                            -------------     -------------
<S>                                                    <C>                 <C>
Revenues                                                   $   2,957,560     $     781,975
Cost of revenues                                               1,467,493           528,960
                                                            -------------     -------------

Gross profit                                                   1,490,067           253,015

Sales and marketing                                              264,009                 -
General and administrative expenses                            1,682,678         1,966,697
Non-cash compensation - general and administrative               109,000         3,315,735
Telefreedom advance write-off                                          -           330,000
Amortization and depreciation                                    404,448           191,486
                                                            -------------     -------------

Net operating loss                                             (970,068)       (5,550,903)
Interest and other expense, net                                (178,498)         (129,873)
                                                            -------------     -------------

Loss from continuing operations before discontinued
operations                                                   (1,148,566)       (5,680,776)
Discontinued operations:
     Loss from discontinued operations                                 -         (848,670)
                                                            -------------     -------------

Net loss                                                     (1,148,566)       (6,529,446)
Preferred stock dividend                                        (22,860)          (22,860)
                                                            -------------     -------------

Net loss attributable to common stockholders               $ (1,171,426)     $ (6,552,306)
                                                            =============     =============

Loss per common share - Basic and Diluted:
     Loss from continuing operations                       $      (0.19)     $      (1.37)
     Discontinued operations                                           -            (0.20)
                                                            -------------     -------------

      Total loss per share                                 $      (0.19)     $      (1.57)
                                                            =============     =============

      Weighted shares outstanding used in
      calculation - Basic and Diluted                          6,049,972         4,181,497
                                                            =============     =============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                       3
<PAGE>


                    ORION TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                2001              2000
                                                            -------------     -------------
<S>                                                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $ (1,148,566)     $ (5,680,776)
Loss from discontinued operations                                      -         (848,670)
Adjustments to reconcile net loss to cash used in
operations:
     Depreciation and amortization                               403,405           191,486
     Write off of Telefreedom advance                                  -           330,000
     Amortization of beneficial conversion feature
         on convertible promissory note                                -           100,000
     Non-cash compensation                                       109,000         3,315,735
Changes in operating assets and liabilities:
     Accounts receivable                                        (96,791)          (94,355)
     Inventory                                                     8,389          (20,178)
     Prepaid expenses and other current assets                     9,895          (40,558)
     Other assets                                               (57,188)            19,331
     Accounts payable and accrued liabilities                    865,077           433,524
     Net assets of discontinued operations                      (24,633)           752,341
                                                            -------------     -------------

Net cash used in operating activities                             68,588       (1,542,120)
                                                            -------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                               (2,936)          (21,696)
Acquisition of Special Accounts Billing Group, Inc.                    -          (60,000)
Acquisition of Transaction Verification Systems, Inc.,
net of  cash acquired                                                  -             2,403
Proceeds lent to Rodan Telecom                                         -         (100,000)
Cash advance to Telefreedom                                            -         (330,000)
                                                            -------------     -------------

Net cash used in  investing activities                           (2,936)         (509,293)
                                                            -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit, net                               (55,443)                 -
Payments of capital lease obligations                           (35,000)                 -
Repayment of notes payable                                      (79,493)                 -
Proceeds from note payable                                        50,000           292,000
Proceeds from the sale of common stock                           149,560         1,688,025
                                                            -------------     -------------

Net cash provided by financing activities                         29,624         1,980,025
                                                            -------------     -------------

Net increase (decrease) in cash                                   95,276          (71,388)
Cash, beginning of period                                         19,274            60,814
                                                            -------------     -------------

Cash, end of  period                                       $     114,550     $    (10,574)
                                                            =============     =============

</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>


                            ORION TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Orion Technologies, Inc. is a holding company concentrating on acquiring and
developing companies engaged in telecommunications-based technologies and
services for electronic commerce and business-to-business markets. The Company
is focusing its efforts on two lines of business - telecommunications and
eCommerce, including electronic point of sale systems.

BASIS OF PRESENTATION

The consolidated financial statements of Orion Technologies, Inc., (the
"Company") include the accounts of its wholly owned subsidiaries Globalinx
Corporation ("Globalinx"), Transaction Verification Systems, Inc. ("TVS"),
Special Billing Accounts Group, Inc. ("SABG") and Hancock Holdings, Inc. The
Company has accounted for EZ and EPS, both companies formed under the laws of
the Federal Republic of Germany, as discontinued operations, as more fully
described in Note 3.

All intercompany accounts and transactions have been eliminated in
consolidation. In the opinion of the Company's management, the interim
consolidated financial statements include all adjustments, consisting of only
normal recurring adjustments, necessary for a fair presentation of the results
for the interim periods. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. The interim consolidated financial statements should be
read in conjunction with the Company's December 31, 2000 audited financial
statements filed with the Securities and Exchange Commission on Form 10-KSB. The
interim operating results are not necessarily indicative of the operating
results for the full fiscal year.

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates the realization of assets, and the satisfaction of liabilities in
the normal course of business and the continuation of the company as a going
concern. The Company has experienced net losses since its inception, currently
has both a significant cash and working capital deficit, and is in immediate
need of additional investment capital. As shown in the consolidated financial
statements, the Company has accumulated a significant deficit at September 30,
2001. While the Company expects, with the disposal of EZ and EPS, and the
acquisition of the operations of erbia Networks that operating results will
improve, there can be no assurances that the Company will not experience adverse
results of operations in the future, that it will be able to satisfy its current
obligations in the normal course of business, or obtain the additional
investment capital it needs. The Company believes that without additional
investment capital it will not have sufficient cash to fund its activities in
the near future, and will not be able to continue operating. As such, the
Company's continuation as a going concern is dependent upon its ability to raise
additional financing and to successfully develop and introduce its products to
market. These factors among others may indicate that the Company will be unable
to continue as a going concern. The Company is actively pursuing additional
equity financing to provide the necessary funds for working capital and other
planned activities.

Management believes that actions presently being taken to revise the Company's
operating and financial requirements provide the opportunity for the Company to
continue as a going concern. The consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.





                                       5
<PAGE>


NOTE 2 - BUSINESS ACQUISITIONS

ERBIA NETWORKS, INC .

On April 19, 2001, which was prior to the Company's acquisition of the operating
assets of erbia Networks, the Company entered into an agreement with one of its
suppliers, Qwest, whereby the Company issued 200,000 shares of its common stock
to Qwest in exchange for Qwest extending credit to erbia Networks, and erbia
Networks agreeing to pay the Company $250,000 under a promissory note. This note
bears interest at 10% per annum.

Effective June 30, 2001, the Company entered into an Asset Purchase Agreement
for the acquisition of the operating assets of erbia Networks and related
companies, and the assumption of certain liabilities. The Company entered into
and / or completed the following transactions :

        -       The Company issued 300,000 shares of its common stock to erbia
                Networks, Inc, a company controlled by Arne Durhem, as the
                initial installment toward a total purchase price of $1,000,000
                for the operating assets of erbia Networks to be paid in shares
                of Company common stock over a one year period. It may be
                necessary for the Company to issue additional shares of common
                stock should on the six month anniversary date of closing, the
                value of the initial installment of 300,000 shares the Company
                issued be valued at less than $1,000,000. The Company would then
                be required to issue an additional number of shares of common
                stock equal to 50% of the remaining balance of the $1,000,000
                divided by the market price on the six month measurement date.
                Should on the twelve month anniversary date, the value of the
                300,000 shares plus any additional shares issued at on the six
                month anniversary measurement date be valued at less than
                $1,000,000, the Company would be required to issue additional
                shares of common stock so that the market value of the number of
                shares of common issued on the twelve month anniversary
                measurement date plus the value of previously issued shares of
                common stock would equal $1,000,000 as final payment of the
                Company's obligation to the seller.

        -       The seller requested that 175,000 shares of the first 300,000
                shares issued be held in reserve by the Company on behalf of the
                seller and transferred at its request to agents and certain
                creditors to settle certain of their obligations that the
                Company did not assume in the acquisition.

        -       The Company issued 200,000 shares of its common stock to Arne
                Dunhem, 100,000 shares as compensation for him to continue being
                guarantor for certain contracts, with the remaining 100,000
                shares as part of a consulting agreement with him. Should the
                Company not be able to accomplish the release of Mr. Dunhem as a
                guarantor within nine months following the date of closing, the
                Company has agreed to issue to this individual an additional
                50,000 shares of Company common stock. The Consulting Agreement
                is for a period of three months following Closing and includes
                performance targets and bonus compensation opportunities, of
                which none have been met.

        -       The Company entered into two promissory notes payable to Qwest
                Communications, Inc. totaling $821,106. These two promissory
                notes, one for $500,000 which represented the settlement amount
                due Qwest by erbia Networks prior to the Company's acquisition
                of the operating assets of erbia Networks, and one for $321,106
                which represented amounts due to Qwest from Globalinx. These
                notes are due in monthly payments of $39,687 beginning in August
                2001 through January 2002, followed by six additional monthly
                payments of $106,744. Based on this payment schedule, and
                effective interest at approximately 10%, these notes will fully
                amortize with the last monthly payment in July 2002. At
                September 30, 2001, the Company was in the process of computing
                the number of additional shares due to Qwest.

        -       The Company issued 400,000 shares of common stock to Qwest as
                the initial installment for a total price of $400,000 to be paid
                in Company common stock over a six month period as settlement of
                certain outstanding debts of Globalinx and erbia Networks due to
                Qwest, and for Qwest to permit the Company to transfer its
                customers under the Globalinx Resellers Agreement to the erbia
                Networks


                                       6
<PAGE>

                account. The Company delivered 400,000 shares at closing. It may
                be necessary for the Company to issue additional shares of its
                common stock should on the third month anniversary date of
                closing, the value of the 400,000 shares issued be valued at
                less than $400,000. The Company would be required to issue an
                additional number of shares of common stock equal to 50% of the
                remaining balance of the $400,000 divided by the market price on
                the third anniversary measurement date. Should on the sixth
                month anniversary date, the value of the 400,000 shares plus any
                additional shares issued at on the third month anniversary
                measurement date be valued at less than $400,000, the Company
                would be required to issue additional shares of common stock so
                that the market value of the number of shares of common issued
                on the six month anniversary measurement date plus the value of
                previously issued shares of common stock would equal $400,000 as
                final payment of the Company's obligation to Qwest.

        -       The Company also agreed to pay other amounts due from Globalinx
                to Touch America totaling $22,459.

The acquisition was accounted for under the purchase method of accounting, thus
the results of erbia Network's operations have been included in the consolidated
financial statements from the date of acquisition. The purchase price was
allocated based on the preliminary fair value of the assets acquired and the
liabilities assumed at the date of acquisition, and is subject to revision. The
purchase resulted in goodwill of approximately $1,570,000.

The unaudited pro forma information for the nine months ended September 30, 2001
set forth below gives effect to the acquisition as if it had occurred on January
1, 2001. The pro forma information is presented for information purposes only
and is not necessarily indicative of the results of operations that actually
would have been achieved had the acquisition been consummated as of January 1,
2001.


<TABLE>
<CAPTION>
<S>                                                        <C>
                        Revenue                              $ 4,785,818
                        Net loss                               (473,566)
                        Loss per share - Basic and
                        Diluted                                   (0.07)
</TABLE>

ACQUISITION OF THE NEW YORK SWITCH FACILITY

On May 1, 2001, the Company, through its wholly-owned subsidiary - Globalinx,
entered into a lease purchase agreement for a Siemen's DCO/CS tandem switch with
a total purchase price of approximately $240,000. The lease agreement requires
monthly payments of $15,000 to be credited against the total purchase price
until paid in full. Payment of any balance due may be paid in full at any time
without penalty. The switch was co-located in space provided by AT&T Local
Services at the World Trade Center in Manhattan, NY. The switch was destroyed in
connection with the Terrorist attack on the World Trade Center on September 11,
2001. The Company is negotiating with the Lessor to replace this switch that was
destroyed with a comparable switch located in Florida applying previous payments
against the purchase of this replacement switch of equal value.


NOTE 3 - DISCONTINUED OPERATIONS

In December 2000, the Company's Board of Directors decided to dispose of EZ and
EPS. In May 2001, the Company sold all the issued and outstanding capital stock
of EZ and EPS for a nominal amount to an individual, who was one of the
individuals the Company acquired these companies from and a current shareholder
of the Company.

Prior period statements of operations and cash flows for the nine months ended
September 30, 2000 have been restated to present the operations of EZ and EPS as
discontinued operations.



                                       7
<PAGE>

NOTE 4 - NOTES PAYABLE

On March 1, 2001, the Company entered into a Promissory Note Agreement with its
former legal counsel for $317,140, which represented the amount owed this law
firm at December 31, 2000. This Promissory Note bears interest at 8% and is due
on the earlier of December 31, 2002 or receipt of gross proceeds from a private
placement of securities in the aggregate amount of $1,250,000.

On April 26, 2001, the Company entered into a promissory note agreement for
$50,000. This promissory notes bear interest at 12%, with principal and accrued
interest due on October 26, 2001. In connection with the issuance of this
promissory note, the Company issued a stock purchase warrant for the purchase of
up to 250,000 shares of the Company's common stock at $0.10 per share. This
stock purchase warrant expires on February 24, 2004. Based on the relative fair
value of the debenture and stock purchase warrant, the stock purchase warrant
was assigned a value of $40,000, which represented a discount. The discount was
completely amortized to interest expense during the nine months ended September
30, 2001.


NOTE 5 - STOCKHOLDERS' EQUITY

COMMON STOCK

During the nine months ended September 30, 2001, the Company sold 569,000 shares
of common stock for $149,560.

During February 2001, the Company issued 100,000 shares of common stock to a
consultant in exchange for services provided. The fair market value of the
shares totaled $109,000 and is recorded as general and administrative expense in
the accompanying statement of operations. During May 2001, the Company issued an
additional 100,000 shares of its common stock in satisfaction of amounts due its
landlord. The fair market value of the shares totaled $48,000, and is recorded
as general and administrative expense.

In addition, in May 2001, the Company issued 202,273 shares of its common stock
to Mr. Maedje in satisfaction for services Mr. Maedje provided to EZ and EPS,
and for past due directors fees.

During November 2001, the Company issued 100,000 shares of common stock to an
investment banker for services to be provided.


STOCK OPTIONS

On May 5, 2001, the Company granted to certain employees options to purchase
550,000 shares of its common stock with an exercise price of 25% of fair market
value on the date of grant in satisfaction of amount previously accrued by the
Company at December 31, 2000. The intrinsic value of these options on the date
of grant was $182,500.


NOTE 6 - RELATED PARTY TRANSACTIONS

During 2000, the Company utilized the services of NewDominion Capital Group,
Inc., a company which Frans Heideman, the Company's chief executive officer, is
the controlling shareholder, to provide the Company with office support,
management and consulting services, including amounts paid for the services of
Frans Heideman. The Company terminated its agreement with NewDominion during
late 2000 having incurred approximately $85,000 of cost during the Nine months
ended September 30, 2000 for such services.

Mr. Klaus Maedje, one of the Company's directors, earned fees for preparing the
accounting and tax reports for EZ and EPS. During the nine months ended
September 30, 2001 and 2000, Mr. Maedje earned approximately



                                       8
<PAGE>

$38,000 and $39,000, respectively, in fees for providing these services to EZ
and EPS. As noted in Note 5 above, this and other amounts were satisfied in
exchange for shares of the Company common stock.


NOTE 7 - SEGMENT INFORMATION

PRODUCT AND SERVICES INFORMATION

The following tables show revenues by product and service group for each
reportable segment for the nine months ended September 30, 2001. The Company
operated in only one segment during the nine months ended September 30, 2000.

<TABLE>
<CAPTION>
                                   Telecom        Point       Corporate
                                   Services      of Sale        Costs         Total
                                  ----------    ---------    -----------    -----------
<S>                            <C>           <C>          <C>            <C>
Revenue from external           $ 1,371,031   $ 1,586,529   $         -   $  2,957,560
customer
Intersegment revenues                     -            -              -              -
Segment loss before taxes         (407,682)     (82,699)      (658,185)     (1,148,566)
</TABLE>

FACTORS MANAGEMENT USED TO IDENTIFY REPORTABLE SEGMENTS

The Company's reportable segments are business units located in distinct
subsidiaries. The reportable segments are managed separately due to differences
in operating environments, customer base and technological capacity.

MEASUREMENT OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS

The Company evaluates performance and allocates resources based on profit or
loss before taxes from operations of each segment. The accounting policies of
each reportable segment are the same as those described in the summary of
significant accounting policies. There are no intersegment sales and transfers.

NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION

The Company made no payment for interest or taxes during the nine months ending
September 30, 2001 and 2000. In addition, the Company had the following non-cash
activities during the nine months ended September 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                                       2001             2000
                                                   -------------    --------------
<S>                                            <C>               <C>
Conversion of accounts payable into a note
  payable                                         $     638,246    $            -

Grant of stock options and issuance of
  common stock in satisfaction of accrued
  amounts due certain employees and consultants         306,316            39,000

Assets acquired under capital lease arrangements        264,024                 -

Issuance of common stock for acquisitions             1,518,000         1,597,000

Conversion of TVS preferred stock into
  shares of Company common stock and promissory
  notes                                                       -           107,963
</TABLE>




                                       9
<PAGE>


 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

Certain statements made by our management may be considered to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Act of 1995. Forward-looking statements are based on various factors
and assumptions that include known and unknown risks and uncertainties. The
words "believe," "expect," "anticipate" and "project," and similar expressions
identify forward-looking statements, which speak only as of the date the
statement was made. Such statements may include, but not be limited to,
projections of revenues, income or loss, expenses, plans, as well as assumptions
relating to the foregoing. Forward-looking statements are inherently subject to
risks and uncertainties, some of which cannot be predicted or quantified. Future
results could differ materially from those described in forward-looking
statements as a result of the risks set forth in the following discussion, among
others.

Our financial statements have been presented on a going concern basis, which
contemplates the realization of assets and settlement of liabilities and
commitments in the normal course of business. We have experienced losses since
our inception, currently have a significant working capital deficit, and are in
the need of additional capital investment. Our auditors have included a fourth
paragraph in their Report of Independent Certified Public Accountants, drawing
attention to factors which raise substantial doubt about our ability to continue
as a going concern. We are hopeful that, with our recent acquisition of the
business assets of erbia Networks and the disposal of EZ and EPS that our
operating results will improve. However, there can be no assurances that
positive results will occur. We may continue to experience adverse results of
operation in the future, and may not be able to satisfy our current obligations
in the normal course of business or obtain additional investment capital on
terms acceptable to us, or at all.

Our common stock is traded on the OTC Bulletin Board, a service operated by the
Nasdaq Stock Market, Inc. under the trading symbol "ORTG".

OVERVIEW OF OUR BUSINESS AND RESULTS OF OPERATIONS

Our focus is on providing telecommunications services and electronic commerce
(point of sale) equipment. In December 1999, we formed Globalinx, a wholly owned
subsidiary that is concentrating on providing integrated telecommunications
services, including the resale of long distance telephone time and in March,
2000 we acquired Special Accounts Billing Group, Inc., a Company owning FCC
state certification licenses throughout the United States. In May 2001, we
entered into a lease purchase agreement with The Willis Group, Inc. of Houston,
Texas, for a Siemen's DCO/CS tandem switch, which used to be collocated in space
provided by AT&T Local Services at the World Trade Center in Manhattan, New
York. The switch was destroyed in connection with the terrorist attack on the
World Trade Center on September 11, 2001. We are negotiating with the lessor to
replace this switch that was destroyed with a comparable switch located in
Florida with application of previous payments against the purchase of this
replacement switch. The switch facility, if obtained in Florida, will allow
Globalinx to offer facility based enhanced telecommunications solutions for our
commercial and residential customer base and expand our network operations to
include wholesale, pre-paid and existing post-paid services. We believe that
should we be successful in completing our negotiation and the replacement switch
becomes operational multiple global carriers will be connected to the switch.

Effective September 30, 2001, the Company purchased the majority of the
operating assets and assumed certain liabilities of erbia Networks, Inc. and
related companies. This acquisition substantially increases the customer base
for Globalinx products. Founded in 1998, erbia Networks provides long distance
services to more than 20,000 small office/home office (SOHO), small-to-medium
enterprises and high-value residential customers nationwide. It also possesses a
sizable agent base and customer care call center in Margate, Florida. By merging
the management teams and resources of Globalinx and erbia Networks, Globalinx
expands its customer service capabilities and breadth of services offering to
customers worldwide. erbia Networks provides long-distance services to more than
20,000 customers. Should we be successful in completing our




                                       10
<PAGE>

negotiations for a replacement switch and with our acquisition of erbia
Networks, we would consider ourselves to be a facilities based reseller of
bundled telecommunications services, including long distance time.

RESULTS OF OPERATIONS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

We experienced net losses before discontinued operations for all of the three
and nine months months ended September 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                   Three         Three         Nine           Nine
                                   months        months       months         months
                                   ended         ended        ended          ended
                                 September     September    September      September
                                  30, 2001      30, 2000     30, 2001       30, 2000
                               -------------  ------------------------------------------
<S>                           <C>            <C>            <C>          <C>
Net loss from operations      $   (365,378)  $ (4,105,345)  $ (1,148,566) $  (5,680,776)
Net loss per common share            (0.06)         (0.89)        (0.19)         (1.37)
</TABLE>

The loss for the three and nine months ended September 30, 2001 was caused
primarily by operating losses we incurred in our Globalinx subsidiary and costs
related to corporate administrative charges, which included a non-cash charge of
$109,000 recorded in connection with the issuance of 100,000 shares of common
stock issued to a consultant in exchange for services received. We acquired TVS
on September 30, 2000, and as such the results of TVS is not included in our
operations during 2000.

We anticipate that the September 2001 acquisition of the operating assets and
customer base of erbia Networks will enable us to add product offerings and
services that are in our areas of focus, and will contribute both revenues and
cash flows once fully integrated and operational.

Due to the recent acquisition of the operating assets of erbia Network, and the
discontinuance of our European operations, we believe that our current
operations are not indicative of our future operations. It is difficult for us
to predict what those operations will consist of, since we are in the process of
refining our focus and building our Company. Our current focus includes
additional acquisitions, all of which would be subject to the Company being able
to obtain financing on acceptable terms.

REVENUES

Our revenue from continuing operations for the three and nine months ended
September 30, 2001 were as follows.

<TABLE>
<CAPTION>
                                   Three          Three           Nine           Nine
                                   months        months          months         months
                                   ended          ended          ended          ended
                                 September      September      September      September
                                  30, 2001      30, 2000        30, 2001       30, 2000
                                ------------   ------------   -----------    -----------
<S>                           <C>             <C>            <C>           <C>
Sale of TVS products           $    503,034   $    421,834   $ 1,586,529    $   421,834
Sale of services by
Globalinx                         1,021,263        155,505     1,371,031        360,141
                                ------------   ------------   -----------    -----------

                               $  1,524,297   $    577,339   $ 2,957,560    $   781,975
                                ============   ============   ===========    ===========
</TABLE>

Included in the sale of services by Globalinx are the sales of erbia Networks,
Inc. since July 1, 2001. Sales generated by EZ totaling $80,340 the nine months
ended September 30, 2000 are included in discontinued operations.




                                       11
<PAGE>


COST OF REVENUES

During the three and nine months ended September 30, 2001 cost of services
provided and goods sold were as follows.

<TABLE>
<CAPTION>
                                   Three          Three           Nine           Nine
                                   months         months         months         months
                                   ended          ended          ended          ended
                                 September      September      September      September
                                  30, 2001       30, 2000       30, 2001       30, 2000
                                ------------   ------------   -----------    -----------

<S>                           <C>             <C>           <C>            <C>
Cost of sale of TVS products   $    217,903   $    191,482   $   700,045    $   191,482
Cost  of services by
Globalinx                           531,085        154,659       767,448        337,478
                                ------------   ------------   -----------    -----------

                               $    748,988   $    346,141   $ 1,467,493    $   528,960
                                ============   ============   ===========    ===========
</TABLE>

Costs we incur related to the sale of point of sale security products by TVS
consist primarily of material and labor costs incurred in producing the
products. Gross margins at TVS are relatively stable at approximately 50%, and
are expected to remain at this level in the future. Our cost of the services
provided by Globalinx consists primarily of the cost of long distance services
we purchase. We believe that, as our customer base increases and our revenues
grow, our costs will increase. However, as our customer base expands and we
diversify our product offerings, we expect to experience an improvement in our
overall gross margin.

SALES AND MARKETING

During the three and nine months ended September 30, 2001, we incurred sales and
marketing costs in both our Globalinx and TVS subsidiaries totaling $264,009. We
did not incur any costs for sales and marketing during the nine months ended
September 30, 2000. We anticipate that we will incur increased sales and
marketing costs in these subsidiaries as we introduce new products, expand our
markets and integrate acquisitions, like erbia Networks, into our business.

GENERAL AND ADMINISTRATIVE

During the three and nine months ended September 30, 2001 we incurred general
and administrative expenses totaling $741,439 and $1,791,678, respectively,
compared to general and administrative expense we incurred totaling $846,263 and
$1,966,697 for the three and nine months ended September 30, 2000. We also
incurred non-cash general and administrative expenses for the nine months ended
September 30, 2001 and 2000 of $109,000 and $3,315,000, respectively, related to
the issuance of shares of our common stock and options to certain employees and
consultants. We expect general and administrative expenses to increase in the
future as our operating expand. General and administrative expenses for the nine
months ended September 30, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>
                                                       2001             2000
                                                   -------------    --------------
<S>                                            <C>               <C>
Orion Technologies                                $     575,683    $    1,367,436
Globalinx                                               645,020           337,599
TVS                                                     570,975           261,662
                                                   -------------    --------------

                                                  $   1,791,678    $    1,966,697
                                                   =============    ==============
</TABLE>



                                       12
<PAGE>


AMORTIZATION AND DEPRECIATION

Amortization and depreciation expense was $404,448 for the nine months ended
September 30, 2001, and relates primarily to the amortization of goodwill and
other intangibles we recorded in connection with our acquisitions of erbia
Networks, Inc, TVS and SABG. Amortization and depreciation of $191,486 for the
nine months ended September 30, 2000 was related primarily to the impairment of
goodwill when Hancock Holdings.

We recorded approximately $1,570,000 of additional goodwill on June 30, 2001 in
connection with our acquisition of the operating assets of erbia Networks. We
plan to complete additional acquisitions in the future we anticipate that some,
or all of these acquisition could result in us recording additional goodwill.

The issuance of Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 142 (SFAS 142), "Goodwill and Other Intangible Assets"
in September 2001, will impact the amount of goodwill amortization recognized in
future periods. Effective July 2001, goodwill related to new acquisitions will
not be amortized. but will instead be reviewed at least annually for impairment.
With respect to goodwill and intangible assets acquired prior to July 1, 2001,
we may elect to adopt SFAS 142 effective either January 1, 2002 or January 1,
2003. Due to the complexity of this new standard and its recent issuance, we are
evaluating whether to adopt SFAS 142 effective January 1, 2002. This election
must be made prior to the issuance of the Company's financial statements for the
quarter ending March 31, 2002. Upon adoption of SFAS 142, goodwill related to
purchase acquisitions which occurred prior to July 1, 2001 will no longer be
amortized, but instead reviewed at least annually for impairment.

INCOME TAXES

There was no provision for federal or state income taxes for the period from our
inception due to our operating losses. At September 30, 2001, we had net
operating loss carryforwards for income tax purposes. A valuation allowance has
been established and, accordingly, no benefit has been recognized for our net
operating losses and other deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended September 30, 2001, we raised $149,560 from the
sale of 569,000 shares of our common stock.

Our line of credit, available for use exclusively by TVS, for up to $100,000
expired on September 30, 2001 and was terminated on July 31, 2001. At June 30,
2000, we had drawn approximately $35,000 under this line of credit. Repayment of
this line of credit is guaranteed by certain current employees and former
stockholders of TVS. In connection with the termination of this line of credit
we agreed to repay the bank the $35,000 outstanding at that time in monthly
installments of $6,000 over a six month period. The amount outstanding on the
line of credit as of September 30, 2001 is $23,000.

Net cash provided by operating activities for the nine months ended September
30, 2001 totaled $68,949. Cash was provided by our operations primarily as a
result of our net loss adjusted for an increase in accounts payable and accrued
liabilities, and non-cash items, which include depreciation, amortization and
non cash compensation.

There were no material investing activities during the nine months ended
September 30, 2001.

We expect to increase our capital expenditures and enter into lease commitments
in the future consistent with our anticipated growth in operations,
infrastructure and personnel.



                                       13
<PAGE>

Net cash provided by financing activities was $26,624 during the nine months
ended September 30, 2001. We sold 569,000 shares of our common stock for
$149,560, borrowed $50,000 and made payments on our line of credit, long-term
debt, and capital lease obligation.

Our financial statements have been prepared on a going concern basis, which
contemplates the realization of assets, and the satisfaction of liabilities in
the normal course of business. Our auditors have included in their Report of
Independent Certified Public Accountants a fourth (explanatory) paragraph
drawing attention to factors that raise substantial doubt about our ability to
continue as a going concern. We have experienced net losses since our inception,
currently have a significant working capital deficit, and are in immediate need
of additional investment capital in order to continue our operations.

Although we are hopeful that operating results will improve, there can be no
assurances that positive results will occur. We may continue to experience
adverse results of operation in the future, and we will not be able to satisfy
our current obligations in the normal course of business or obtain additional
investment capital on terms acceptable to us, or at all. We believe that without
additional investment capital we will not have sufficient cash to fund our
planned activities in the near future, and we will not be able to continue
operating. As such, our continuation as a going concern is dependent upon our
ability to immediately raise additional financing followed by the successful
development and introduction of our products and services to market. Our
anticipated cash flows from our 2001 operations is largely dependent upon our
ability to achieve our sales and gross profit objectives from our current
products and the new products we launched in 2001 in connection with our
acquisition of erbia Networks. These factors among others may indicate that we
will be unable to continue as a going concern. We are actively pursuing
additional equity financing to provide the necessary funds for working capital.
We cannot be assured that we will be able to secure the needed funds or that
should we be able to obtain these funds, that they will be on terms acceptable
to us.




                                       14
<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal proceedings - None.

Item 2. Changes in securities and use of proceeds - None.

Item 3. Defaults upon senior securities

        In connection with our acquisition of TVS on September 30, 2000, the
        holders of 7,294 shares of TVS Preferred Stock did not elect to convert
        their TVS Preferred Stock into shares of our common stock and instead
        received promissory notes totaling $72,940. These promissory notes bear
        8% per annum simple interest, and the principal and interest due was
        payable on December 31, 2000. Orion Technologies Inc. has guaranteed the
        repayment of these notes. At September 30, 2001, we were in default of
        these notes, and are currently attempting to arrive at a solution to
        this situation due to our inability to satisfy this debt on the due
        date.

Item 4. Submission of matters to a vote of security holders - None.

Item 5. Other information - None.

Item 6. Exhibits and reports on Form 8-K

A.  Exhibits

<TABLE>
<CAPTION>
         Exhibit No.       Description
         ---------------   ----------------------------------------------------------------
<S>                        <C>
         3                 Articles of Incorporation.  (Incorporated by reference to the
                           Form 8-K filed on February 24, 2000)

         3.1               Certificate of Amendment to Articles of Incorporation dated
                           August 13, 1996. (Incorporated by reference to the Form 8-K
                           filed on February 24, 2000)

         3.2               Certificate of Amendment to Articles of Incorporation dated
                           September 5, 1997. (Incorporated by reference to the Form 8-K
                           filed on February 24, 2000)

         3.3               Certificate of Designation, Preferences, and Rights
                           of the Series A Preferred Stock dated September 5,
                           1997. (Incorporated by reference to the Form 8-K
                           filed on February
                           24, 2000)


         3.4               Certificate of Designation, Preferences and Rights of the
                           Series B Preferred Stock dated May 15, 1998. (Incorporated by
                           reference to the Form 8-K filed on February 24, 2000)

         3.5               Bylaws (Incorporated by reference to the Form 8-K filed on
                           February 24, 2000)
</TABLE>


B.  Reports on Form 8-K: Orion filed a Current Report on Form 8-K with the
                         SEC on August 1, 2001 regarding its acquisition of
                         erbia Networks, Inc., which was effective on June
                         30, 2001.




                                       15
<PAGE>


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Orion Technologies, Inc.
 (Registrant)


By:     /s/ A. Frans Heideman               Date: November 20, 2001
        ---------------------
        A. Frans  Heideman, President
        and Chief Executive Officer


By:     /s/ James McComas                   Date: November 20, 2001
        ---------------------
        James McComas, Vice President
        and Chief Financial Officer


                                       16