<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                       -----------------------------------
                                   FORM 10-KSB
                       -----------------------------------

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2003.

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                           Commission File No. 0-26755

                                  ORETECH, INC.
                 (Name of Small Business Issuer in its Charter)

                 NEVADA                                         88-0409147
      (State or Other Jurisdiction of                        (I.R.S. Employer
       Incorporation or Organization)                     Identification Number)

309 STATE DOCKS ROAD, PHENIX CITY, ALABAMA                        36869
(Address of Principal Executive Offices)                        (Zip Code)

                                 (334) 297-0663
                (Issuer's Telephone Number, Including Area Code)

                             THE TANTIVY GROUP, INC.
                   300 JACKSON AVENUE, COLUMBUS, GEORGIA 31901
                            (Former Name and Address)

    SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                          COMMON STOCK $0.001 PAR VALUE

         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.

                                 Yes [x] No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

         The Issuer's revenue for the fiscal year ended June 30, 2003, was
$0.00.

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         The aggregate market value of the common equity held by non-affiliates
of the Registrant based on the closing bid price on the Over-the-Counter
Bulletin Board of the common stock on September 15, 2003, was $26,742,567.
Directors, officers and ten percent or greater stockholders are considered
affiliates for purposes of this calculation but should not necessarily be deemed
affiliates for any other purpose.

         The number of shares outstanding of the Issuer's Common Stock as of
September 15, 2003, was 32,560,572.

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

                             Exhibit Index: Page __

                                       2





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                                     PART I

Item 1      Business                                                          4
               Business Development                                           4
               Products and Services                                          5
               Sources of Feedstock; Targeted Reserves                        6
               Precious Metals Market                                         7
               Market Growth                                                  8
               Interesting Mining Facts                                       9
               Competition                                                   12
               Government Regulation                                         13
               Research and Development                                      13
               Patents, Intellectual Property and Licensing                  13
               Employees                                                     13
               Risk Factors                                                  13

Item 2      Properties                                                       15
Item 3      Legal Proceedings                                                16
Item 4      Submission of Matters to a Vote of Security Holders              16

                                     PART II

Item 5      Market for Registrant's Common Equity and Related
                Shareholder Matters                                          16
Item 6      Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                    17
Item 7      Financial Statements                                            F-1
Item 8      Changes in and Disagreements with Accountants on Accounting
                and Financial Disclosures                                    20
Item 8A     Controls and Procedures                                          20

                                    PART III

Item 9      Directors; Executive Officers, Promoters and Control Persons;
                Compliance with Section 16 (a) of the Exchange Act           20
Item 10     Executive Compensation                                           22
Item 11     Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters                   24
Item 12     Certain Relationships and Related Transactions                   25
Item 13     Exhibits and Reports on Form 8-K                                 25
Item 14     Principal Accountant Fees and Services                           25

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                                     PART I

ITEM 1.  BUSINESS

         GENERAL

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

         This Annual Report on Form 10-KSB contains forward-looking statements,
including (without limitation) statements regarding possible or assumed future
events and the results of operations of Oretech, Inc. ("Oretech") that are based
on current expectations, estimates, forecasts and projections about the
industries in which Oretech operates and beliefs and assumptions of the
management of Oretech. Words such as and those preceded by, followed by or that
include the words "believes," "could," "expects," "targets," "goals,"
"projects," "intends," "plans," "seeks," "anticipates," or similar expressions
or variations of such words are intended to identify such forward-looking
statements. These forward-looking statements are only predictions and are
subject to risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual results may differ materially and adversely from those
expressed in any forward-looking statements. Factors that may cause or
contribute to such differences include, but are not limited to, those discussed
in this report under the section entitled "Risk Factors" and elsewhere, and in
other reports Oretech files with the Securities and Exchange Commission,
specifically the most recent reports on Form 8-K and Form 10-QSB, each as it may
be amended from time to time. Oretech undertakes no obligation to revise or
update publicly any forward-looking statements for any reason. For those
forward-looking statements, Oretech claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.

         BUSINESS DEVELOPMENT

         The registrant was incorporated in Nevada on July 10, 1996, under the
name of "Black Stallion Management, Inc."("BSM"). From July 10, 1996, until
January 21, 2000, BSM had been inactive and had no significant operations. On
January 21, 2000, BSM entered into a Reorganization and Stock Purchase Agreement
("Purchase Agreement") with a company named Digital Bridge, Inc., pursuant to
which BSM acquired 100% of the issued and outstanding common stock of Digital
Bridge, Inc. The closing of the Purchase Agreement transaction occurred on
January 31, 2000, and resulted in Digital Bridge, Inc. becoming a wholly-owned
subsidiary of BSM.

         On February 14, 2000, BSM changed its name to "Digital Bridge, Inc."
Digital Bridge, Inc. engaged in various internet related services until those
operations were discontinued in 2002. The name of Digital Bridge, Inc. was
changed to "The Tantivy Group, Inc." on March 27, 2002. At the same time, The
Tantivy Group, Inc. effected a 1 for 20 reverse split of its Common Stock.

         From January 2000 until September 2002, Digital Bridge, Inc. and The
Tantivy Group, Inc. provided management and Internet related services via its
four wholly-owned subsidiaries, Online Television Network Services, Inc.,
Tantivy Technologies, Inc., Tantivy Entertainment, Inc. and Tantivy Sciences,
Inc. In September 2002, The Tantivy Group, Inc. was involved in a reverse
acquisition transaction with Pacific Rocky Mountain, Inc. Pacific Rocky
Mountain, Inc. was in the business of processing ore and mine tailings; hence,
The Tantivy Group, Inc. began the process of discontinuing its operations in the
management services and Internet related services business.

         In December 2002, The Tantivy Group, Inc. effected another reverse
split, this time on a 1 for 5 basis, in connection with its acquisition of the
assets of Pacific Rocky Mountain, Inc., a Florida corporation.

         As a result of the acquisition by The Tantivy Group, Inc. of Oretech
Corporation, a Nevada corporation in April 2003, The Tantivy Group, Inc. changed
its name to "Oretech, Inc." Oretech, Inc. then effected a 1 for 10 reverse split
of its Common Stock. For the purposes of this Annual Report on Form 10-KSB, the
registrant may be referred to as "Oretech."

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         In October 2003, Oretech entered into an asset purchase agreement with
a non-affiliated third party, pursuant to which Oretech sold a 95% interest in
each of its discontinued operations subsidiaries, Online Television Network
Services, Inc., Tantivy Technologies, Inc., Tantivy Entertainment, Inc. and
Tantivy Sciences, Inc. in exchange for the assumption of approximately $197,000
in indebtedness of those subsidiaries. Oretech intends to spin-off its remaining
5% interest in these four subsidiaries to Oretech stockholders in the future.

         PRODUCTS AND SERVICES

         Oretech is a development stage ore and materials processing company

that has an exclusive license from PTI Ventures, LLC ("PTI") to commercialize a
new, standard setting ore and materials processing and environmental remediation
technology , utilizing a proprietary high temperature technique for extraction
of precious and strategic metals from various ore tailings, dump piles and other
industrial feedstock sources. PTI is a privately held Georgia limited liability
company, whose focus is the development of new environmentally friendly and
standard setting technologies for commercial and industrial applications.

         In March 2003, PTI assigned the exclusive rights for commercial
development of its ore processing technology to Oretech Corporation, a Nevada
corporation, then controlled by PTI's shareholders. In April 2003, Oretech
Corporation was acquired by The Tantivy Group, Inc. and the name of The Tantivy
Group, Inc. was changed to Oretech, Inc. Oretech Corporation is a wholly-owned
subsidiary of Oretech. See ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS. For purposes of this report, this licensed technology shall be
referred to as the "Oretech Process." Oretech now owns the exclusive license to
develop and exploit the Oretech Process.

         We will use the Oretech Process on mineral reserves we presently own or
control and mineral reserves acquired in the future. We also intend to process
feedstocks obtained through our environmental remediation and de-manufacturing
services in the future.

         Over the past 24 months, PTI developed and tested a proof of concept
model for the Oretech Process. The Oretech Process proof of concept model can be
scaled up and utilizes a proprietary high temperature technique to extract
various metals from highly carbonaceous and refractory ore bodies. Our proof of
concept model has successfully extracted gold, platinum, rhodium, scandium and
silver while processing carbonaceous ore body samples.

         While Oretech owns certain mining properties, Oretech is not a mining
company PER SE and is not engaged in any significant mining operations. Instead,
Oretech is in the business of processing ore bodies and mine tailings to extract
precious, strategic and rare earth metals and other minerals from these
feedstock sources. Oretech will use this technology ("Oretech Process") on an
exclusive basis to process feedstock consisting of mineral reserves, head ore
and mine tailings, which it presently owns, in joint venture relationships with
independent mine owners and on mineral properties acquired in the future.

         The Oretech Process is environmentally friendly, cost effective, mobile
and maximizes overall yields from feed stock. Since our processing system
("Oretech Processing System") is closed and does not utilize hazardous
chemicals, it does not produce harmful air emissions and causes no environmental
contamination unlike conventional ore processing systems. The Oretech Processing
System is energy efficient, as it requires low levels of energy to reach the
high temperature gradients required to effectively extract precious and
strategic metals. The Oretech Process has proven ability to extract metals in a
highly pure form without the use of harmful or toxic chemicals and without
damage to the environment.

         Management is currently evaluating the use of the Oretech Process
System to recover marketable metals in non-mining applications, such as
de-manufacturing of electronic components and equipment waste. Electronic and
computer wastes often contain substantial amounts of precious metals. Management
believes that our system's oxygen free processing could allow the precious
metals content of electronic and computer wastes to be recovered into a copper
or other metal matrix without forming dioxins in gas air emissions, which could
occur from the destruction of plastic components. Other non-mining applications
could include processing wastes from film processing or production plants, where
the recovery of high amounts of silver is likely.

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         In some cases, procurement of certain feedstock could be accompanied by
a revenue component associated with "disposal" of the waste, as opposed to a
"cost" associated with the procurement of conventional mineral ore feedstocks.

         While there is no assurance that we can apply our technology in
non-mining applications, we intend to aggressively pursue such applications and
business.

         We will maintain our initial processing and technical training facility
in Phenix City, Alabama. Since the Oretech Processing System can be made
portable, we may establish mine-site processing facilities depending upon demand
and yield. Our decision to utilize mine-site systems at a particular location
will be made after reviewing mineral reserves production history, internal
processing test results, core sample assays (which determine the homogeneous
nature and quality of the reserve base), location of the reserve base and site
security. Mine-site systems will substantially (i) reduce freight costs
associated with translocating feedstock and (ii) time to market for our mineral
yield.

         We intend to commission one scaled up Oretech Processing System in our
third fiscal quarter and begin processing mineral reserves in our fourth fiscal
quarter. PTI, will design and build all Oretech Processing Systems in Phenix
City, Alabama. See ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS.

         Additional Oretech Processing Systems will be brought on line when
warranted by our cash flow and cash position. Our initial scaled up system will
be capable of processing between 3,300 pounds and 5,000 pounds of feedstock per
hour and can operate efficiently and cost effectively for 24 hours per day. We
intend to commission into production approximately 20,000 tons of annualized
processing capacity in calendar 2004.

         Our corporate offices, processing and training facilities are located
in Phenix City, Alabama, which is located approximately an hour and thirty
minutes southwest of Atlanta., Georgia. Our facility is conveniently located
near major roads, freeways, railroad lines and airports in Atlanta and Columbus,
Georgia for purposes of receiving feed stock and shipping our metal by-products.

         Oretech's management information network will allow real-time tracking
of production and yield. We will initially market our mineral yield through
Metalor USA. Senior management of Oretech have passed the background and
security criteria of Metalor USA and have established open account status with
this internationally recognized firm. Metalor will handle final refinement,
hallmarking, inventory management and distribution of Oretech precious and
strategic metals.

         Metalor has a global presence which allows for ease in managing
refinement of Oretech's production. We will also market our mineral yield
through firms other than Metalor to insure we receive competitive prices for our
mineral yield.

SOURCES OF FEEDSTOCK; TARGETED RESERVES

         We are focused on acquiring our mineral ore feedstock from small
independent mineral reserve owners, as we are not financially strong enough to
compete with major mining companies, who have financial and human resources
greater than Oretech. We are focused on cultivating historically successful,
smaller mines with both head ore and tailing reserves.

         Mine tailings offer Oretech an enormous opportunity to acquire
feedstock. Mines, which were producing commercial quantities of previous metals
in the late 1800s and early 1900s utilized extraction processes that are not all
that dissimilar to those utilized today. More importantly, mining companies
focused on the veins rather than the tailings. Consequently, huge tailings piles
were left behind, which represent hundreds of thousands of tons of potential
feedstock.

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<PAGE>

         The Oretech Process was specifically developed to process highly
carbonaceous ore bodies in contrast to conventional technologies. However, the
Oretech Process has proven to be equally successful in processing both head ore
and tailings from reserves that are not carbonaceous in nature.

         Carbonaceous mineral reserves occur around the world and have not
proven to be cost effective to process utilizing conventional methodology.
Therefore, Oretech is positioned to capitalize on this type of reserves, as well
as conventional mining reserves.

         Over the past 15 years, growth in the primary metals industry lagged
the growth pattern for durable goods. Average annual growth in primary metals
activity actually increased to 1.8% between 1987 and 2002, compared to 1.0% for
the years 1959 through 1987. Metals activity grew because of a surge in exports
of metals and metals-containing goods. Exports of these products increased
because of growth in the economies of U.S. trading partners and a weakening U.S.
dollar. These factors allowed rising exports to offset lower U.S. consumption of
metals and durable goods made from metals.

PRECIOUS METALS PRODUCTION

         We thought the following information would be interesting to our
shareholders. This information represents reported information the United States
Geological Survey on precious metals production by major companies
internationally.

GOLD
----

         Domestic gold mine production in 2002 was estimated at slightly below
the record levels of recent years, but at a high enough amount to maintain the
U.S. position as the world's second largest gold-producing nation behind South
Africa.

         Domestic output continued to be dominated by Nevada and California,
where combined production accounted for nearly 80% of the U.S. total.

         The trend for recent U.S. gold exploration activity, which appeared to
have peaked in 1998, continued to decline in 2002 as North American exploration
companies sought opportunities in other regions of the world.

         The principal focus of recent geological terrains, combined with
recently liberalized mining regulations, holds the promise of greater long-term
success and reduced risk to the currently limited pool of investment capital
available for international mining ventures.

         Exploration and mine development opportunities were actively pursued
during the year in the southwestern Pacific, western Africa, and the republics
of the Former Soviet Union.

         Of an estimated 119,000 tons of gold mined from historical times
through 2002, about 15% is believed to have been lost, used in dissipative
industrial uses, or otherwise unrecoverable or unaccounted for. Of the remaining
102,000 tons, an estimated 35,000 tons were reported in 2002 as official stocks
held by central banks, and about 67,000 tons are privately held as coin,
bullion, and jewelry.

         Current per ounce pricing of gold ranges between $350 and $370.

SILVER
------

         Domestic silver production remained essentially unchanged from the
previous year, despite a slight improvement in the average price. Although
analysts estimated that domestic silver consumption increased in 2002, it was
believed that the increase was met through a decrease in investor-held stocks.

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         The U.S. Government has continued to dispose of the silver held in the
National Defense Stockpile, using it primarily for the production of
commemorative coins and the Eagle silver bullion coins.

         In nearly 16 years, from 1986 through late 2002, the Government has
reduced its quantity of silver held in the stockpile from nearly 4,300 metric
tons to less than 1,500 metric tons.

         Through the first 9 months of 2003, the daily price of silver ranged
between $4.20 and $5.11 per troy ounce.

         Approximately two thirds of world silver resources are associated with
copper, lead, and zinc deposits. One-third of world silver resources are in vein
deposits in which silver is the most valuable metallic component.

         Although most recent discoveries have been primarily gold and silver
deposits, significant future reserves and resources are expected from major base
metal discoveries that contain by-product silver.

PLATINUM - PALLADIUM
--------------------

         Domestic mine production of Platinum Group Metals, such as Platinum and
Palladium, remained essentially unchanged from the previous year, despite slight
improvements in the average price of both metals.

         It was believed that domestic Platinum Group Metals consumption
declined slightly, owing in part to lower sales of new cars and trucks.

         In 2002, the average Platinum price increased for the third consecutive
year. Through the first 9 months of 2003, the price of Platinum ranged between
$670 and $717 per troy ounce.

         The average Palladium price increased for the fourth consecutive year.
Through the first 9 months of 2003, the price of Palladium ranged between $179
to $236 per troy ounce.

         Analysts attributed the higher prices in part to problems in the South
African mining industry, and to new technology developments.

         MARKET GROWTH

         The metals price leading index of 2002 is constructed with the 6-month
smoothed growth rates of five different economic activities that signal changes
in the business cycle. These activities have also been shown to signal future
trends in demand for metals, which can affect price growth. The 6-month smoothed
growth rate, based on a special moving average, measures near-term trend.

         Inventories of nonferrous and other primary metals reported by the
Census Bureau seem to confirm recent reports of lower LME inventories. The total
value of these inventories, adjusted for inflation, increased from March 2002
through February 2002, and then declined slowly from last March through May, the
latest month for which data are available. Lower inventories indicate increased
demand for metals, which could then positively affect prices.

         Growth in the primary metals industry did not follow the growth pattern
for durable goods. Average annual growth in primary metals activity actually
increased to 1.8% between 1987 and 2002, compared to 1.0% for the years 1959
through 1987. Metals activity grew because of a surge in exports of metals and
metals-containing goods. Exports of these products increased because of growth
in the economies of U.S. trading partners and a weak U.S. dollar. These factors
allowed rising exports to offset lower U.S. consumption of metals and durable
goods made from metals.

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         INTERESTING MINING FACTS

         Mining is the branch of industry involving the exploration and removal
of minerals from the earth. Mining is one of the oldest and most important
endeavors of humankind, because it provides the raw ingredients for most of the
material world around us and, like agriculture, is the lifeblood of
civilization. The main objective of any type of mining is to remove the valuable
material economically and safely with minimum damage to the surrounding
environment.

         The Earth has many natural resources on which we depend that must be
mined. Coal, oil, gas, and other mineral fuels are used for heating,
electricity, and numerous industrial processes. Non-fuel minerals such as iron
ore, precious metals and industrial metals, and nonmetallic materials like
sodium and potassium are used in chemical and agricultural applications. Even
crushed stone used in road building and other construction projects must be
mined. Mining affects our standard of living and impacts almost everything we
do. A myriad of items that we use in our homes and offices and for
transportation, communications and national defense all require minerals. For
example, more than 30 different minerals are needed to make a television or
telephone. Table 1, below, lists several commonly mined materials and some of
the end uses in our daily lives.

TABLE 1.--COMMONLY MINED MATERIALS AND END USES

   MINED MATERIAL                              END USES
--------------------------------------------------------------------------------

Coal                  Generating electricity, making iron and steel,
                      manufacturing chemicals and other products.

Sand and gravel       Building roads, homes, schools, offices, and factories.

Iron ore              Steel products (kitchen utensils, automobiles, ships,
                      buildings).

Aluminum ore          Military aircraft, naval vessels, pots and pans, beverage
(bauxite)             cans.

Copper ore            Electrical motors, generators, communications equipment,
                      wiring.

Silver ore            Electric and electronics circuitry, coins, jewelry,
                      photographic film.

Gold ore              Jewelry, satellites, sophisticated electronic circuits.

Zinc                  Die-casting, galvanizing brass and bronze, protective
                      coatings on steel, chemical compounds in rubber and
                      paints.

Lead                  Batteries, solder, electronic components.

Clay                  Bricks, paper, paint, glass, pottery, linoleum, concrete,
                      wallboard, spackling, pencils, microwavable containers,
                      vegetable oil.

Gypsum                Concrete, wallboard, spackling, caulking, potting soil.

Phosphate             Plant fertilizers.

Salt                  Cooking, drinking water, plastics, highway de-icing,
                      detergents.

SOURCE:  UNITED STATES GEOLOGICAL SURVEY

         Minerals are vital to any industrialized civilization. The United
States uses more than 3.6 billion tons (4 billion short tons) of new mineral
materials yearly, or about 18,000 kg (40,000 lb.) per person, with about half
constituting mineral fuels and the other half being metals and nonmetals. Stable
and economic domestic mining, mineral, metal, and mineral reclamation industries
are essential to our economy and our national defense. The value of processed
(non-fuel) materials of mineral origin produced in the United States totaled
approximately $360 billion in 2002. During the lifetime of the average American,
he or she will use:

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         o        1,600 kg (3,600 lb) of aluminum
         o        360 kg (800 lb) of zinc
         o        11,300 kg (25,000 lb) of clay
         o        25,400 kg (56,000 lb) of steel
         o        360 kg (800 lb) of lead
         o        680 kg (1,500 lb) of copper
         o        12,200 kg (27,000 lb) of salt
         o        More than 226,000 kg (500,000 lb) of coal
         o        More than 453,000 kg (1 million lb) of stone, sand, gravel,
                  and cement.

         As you can see, the mineral extractive industries play a critical role
in the vitality of our Nation's economy, in our standard of living, and in our
personal lives.

         The method used to mine a specific commodity depends chiefly on the
shape and location of the deposit. In many instances, the deposit is relatively
flat and continuous over a large area. Examples of flat or tabular deposits are
coal, potash, salt and oil shale. These deposits are found in beds or seams
between layers of rock. The material above the seam is called the overburden;
the seam itself may vary in thickness from several centimeters to more than 30 m
(100 ft).

         Mining of deposits that are not flat and continuous, however, requires
one of a variety of methods to extract these deposits either from the surface or
underground. The method used depends on the geometry, size and altitude of the
deposit.

         Some of the minerals produced, such as coal and salt, are ready to use
right after they have been mined. It may be necessary to wash or treat these
commodities in different ways to enhance their quality, but their properties
remain essentially unchanged.

         Metals, conversely, usually occur in nature as ores, i.e., combined
with other materials. This means that they must be treated, usually with
chemicals or heat, to separate the desired metal from its host material. These
processing techniques can be very complex and expensive, but they are necessary
to recover the metal of interest.

INDUSTRY PARTICIPANTS

         The metals industry is not vertically integrated like other industries
such as oil and energy. In the metals industry, the companies that mine the gold
typically do not refine it, and refiners rarely sell it directly to the public.
The industry encompasses three types of firms (using gold as the example):

EXPLORATION - These companies have very little in the way of assets. They
explore and prove that gold exists in a particular area. The only major assets
owned by exploration firms are the rights to drill and a small amount of
capital, which is needed to conduct drilling and trenching operations.

DEVELOPMENT - Once a gold deposit is discovered by exploration companies, they
either try to become a development firm, or they just sell their gold find to a
development firm. Development firms are those operating on explored areas that
are proven to be mines. The only real difference between development and
exploration is that, for development firms, their area is proven to be a gold
deposit.

PRODUCTION - Producer firms are full-fledged mining companies who extract and
produce gold from existing mines; this production can range from a hundred
thousand ounces to several million ounces of gold production per year.

                                       10





<PAGE>

         Each operator in the supply chain has its own strengths and weaknesses.
Some companies do well at extracting the metal from the earth, some refine,
while others smelt and transform the commodity into a finished product. Oretech
will focus on processing ore that will typically be from tailings piles or dump
piles from mines that have a history of productive yields.

         Most gold that is mined today is used for jewelry or held by central
banks. Other uses for gold include tooth filings, electronics manufacturing, and
collectibles--but these make up a very small portion of overall demand.

         Unlike other industries, companies in the mining industry come in all
shapes and sizes. Much of the production is done by large, blue chip companies,
but the exploration side of the industry is full of junior companies looking to
hit a home run with a large gold find. The mining industry has plenty of
opportunities for speculators.

KEY RATIOS/TERMS
--------------------------------------------------------------------------------

MINE PRODUCTION RATES                    Serious gold investors follow very
                                         closely the GOLD SURVEY, PUBLISHED BY
                                         GOLD FIELDS MINERAL SERVICES. Each year
                                         it lists the worldwide mine production
                                         statistics. Increasing production rates
                                         mean more supply, which ultimately
                                         means a lower price for gold
                                         (if demand remains stable).

SCRAP RECOVERY                           Another statistic published in the GOLD

                                         SURVEY, this lists the world supply of
                                         gold from sources other than mine
                                         production. This includes recovered old
                                         jewelry, industrial byproducts, etc.
                                         Throughout the 1990's over 15% of the
                                         world's gold supply came
                                         from scrap recovery.

FUTURES SALES BY PRODUCERS               Gold trades in the futures markets.
                                         Gold producers are constantly
                                         monitoring the prices in the futures
                                         markets because it determines the price
                                         at which they can sell their gold at.
                                         The GOLD SURVEY lists statistics on
                                         producer sales. If producers are
                                         selling an increasing amount in the
                                         futures market, it could mean that
                                         prices will fall very soon. By
                                         purchasing futures contracts the
                                         producer 'locks-in" a price. Therefore,
                                         if the price of gold falls in future
                                         months, it won't affect the producer's
                                         BOTTOM LINE. Conversely, if prices
                                         continue to rise after the producer
                                         locks in, they won't be able to
                                         capitalize on the higher prices.

BULLION                                  This denotes gold and silver that is
                                         refined and officially recognized as
                                         high quality (at least 99.5% pure). It
                                         is usually in the form of bars rather
                                         than coins. When you hear of investors
                                         or central banks holding gold reserves,
                                         it is usually in the form
                                         of bullion.

ORE                                      This refers to mineralized rock that
                                         contains metal. Gold producers mine
                                         gold ore and then extract the gold from
                                         it using chemicals, extreme heat, or
                                         some other method. There are different
                                         types of ores, of which the most common
                                         are oxide ores
                                         and sulphide ores.

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<PAGE>

COMPETITION

         Mining companies don't compete on price, mainly because the prices are
determined by market forces. But mining companies do compete for land. The
backbone of a precious metals company is its reserves, and the only way to
increase reserves is to explore for high yielding mining areas. Companies go to
great lengths to discover metal deposits, and the discovery is on a
first-come-first-serve basis.

         We are engaged in a business dealing with the acquisition of mineral
properties and the extraction of gold, silver, platinum and other precious
metals. We have to compete with some of the largest firms in the world to
acquire our mineral assets. Although precious metals are commodities, some of
our competitors may be able to negotiate and receive higher market prices for
similar metals than Oretech will receive. Many of our competitors will have
substantially greater financial, technical, marketing and human resource
capabilities than Oretech.

Our main competitors are:

NEWMONT MINING - This is the largest gold mining firm in the world, and it is
U.S. based. Their operations span throughout the world, including places like
Canada, Australia, Bolivia, and Peru;

ANGLOGOLD - Headquartered in South Africa, this company is one of the top three
producers of gold in the world; and

BARRICK GOLD - This is a Canadian-based gold producer known for its large
reserves, and, at last count, it held over 80 million ounces of gold in reserve.

ORETECH'S STRATEGY
------------------

         The difference between production costs and the futures price for gold
equals the gross profit margins for mining companies. Therefore, the nucleus of
Oretech's strategy for consistent profitability and long term success is the
cost of production. The main factors in this strategy are:

         LOCATION - Where are the reserves located? Political unrest in
developing nations has ruined more than one mining company. Developing nations
might have cheaper labor and mining costs, but the political risks are huge.
Oretech's plan calls for locating reserve bases in relatively stable areas of
the world. The initial costs might be higher, but the risk of political unrest
is minimized and long term overall costs may be lower.

         ORE QUALITY - As we mentioned above, ore is mineralized rock that
contains metal. Higher quality ore will contain more precious metal, which is
usually reported as ounces per ton of ore. Generally speaking, more conventional
oxide ores are better because the rock is more porous and, therefore, easier to
remove the gold and other precious metals. However, the Company's technology
allows it to diversify into the world of carbonaceous ore bodies, which are
traditionally uneconomical for conventional ore processors. This provides
Oretech with a critical competitive advantage in terms of productivity and
overall metal yield.

         MINE TYPE - The type of mine a company uses is a big factor in
production costs. Most underground mines are more expensive than open pit mines.
Oretech will focus on properties that are open pit with existing tailings for
ease of both mining and processing.

                                       12





<PAGE>

GOVERNMENT REGULATION

         Our business will be subject, both directly and indirectly, to various
laws and governmental regulation relating to its business. The Department of
Interior, Environmental Protection Agency and other federal, state and local
regulatory bodies are continuously revising mining and environmental laws and
regulations. These revisions may have an adverse impact on our ability to (i)
acquire certain reserve bases and other feedstocks or (ii) process certain ore
bodies and could result in higher costs or lower revenues. In addition, the
applicability of existing and future laws in various jurisdictions governing
issues such as property ownership, remediation, sales and other taxes and
permits is uncertain and may take years to resolve. Any such legislation or
regulation could have a material adverse impact on our proposed business,
financial condition and results of operation.

         Permits or licenses may be required from federal, state or local
government authorities to operate our processing system or locate our systems on
mine sites. No assurances can be made that such permits or licenses will be
obtainable. We may be required to comply with future national or international
legislation and statutes in all or specific countries throughout the world where
we choose to do business. No assurances can be made that we will be able to
comply with such legislation or statutes, or that the adoption of such
legislation or statutes will not have a material adverse effect on our proposed
business, financial condition, and results of operations.

RESEARCH AND DEVELOPMENT

         No expenditures were made for research and development during the
fiscal year ended June 30, 2003.

PATENTS, INTELLECTUAL PROPERTY AND LICENSING

         We do not own any patents or intellectual property. The Oretech Process
is being utilized pursuant to our exclusive license from PTI Ventures, LLC.

EMPLOYEES

         As of September 15, 2003, Oretech had eight employees. Oretech believes
its relations with its employees are good.

RISK FACTORS

         Set forth below and elsewhere in this report and in other documents we
file with the SEC are risks and uncertainties that could cause actual results to
differ materially from the results contemplated by the forward-looking
statements contained in this report.

         WE ARE A DEVELOPMENT STAGE COMPANY. Oretech is a development stage
company and our proposed operations are subject to all of the risks inherent in
the establishment of a new business enterprise. We do not expect to generate
profits for an undeterminable amount of time. Oretech's financial viability is
dependent upon raising capital funding to support our operations, capital budget
and to successfully implement our business plan. The likelihood of our success
must be considered in the light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with the starting
and expansion of a business and the relatively competitive environment in which
we will operate. Unanticipated delays, expenses and other problems are
frequently encountered in establishing a new business such as ours. Because of
Oretech's lack of operating history, it has little historical financial data on
which to base planned operating expenses. Oretech may be unable to adjust
spending in a timely manner to compensate for unexpected delays in the
development of its business plan or any subsequent revenue shortfall. Any such
delays or shortfalls may have an immediate adverse impact on our business,
operating results and financial condition.

         OUR FUTURE PROFITABILITY IS UNCERTAIN. Oretech expects to continue to
incur substantial losses for the foreseeable future because of the need for
capital expenditures to build its processing system and to support its operating
overhead and develop its operating infrastructure. If Oretech does not
accomplish the tasks as planned, we may never generate revenues or achieve
significant profitability:

                                       13





<PAGE>

         WE NEED ADDITIONAL FINANCING. Oretech needs to raise additional funds
through public or private financing of equity or debt securities, equipment
financing or leasing. Oretech may be unable to obtain sufficient additional
financing on favorable terms or at all. If it raises additional funds by selling
its equity securities, the relative ownership of its existing shareholders will
be diluted. If Oretech raises additional funds through debt financing, it could
incur significant borrowing costs. If Oretech cannot obtain sufficient
financing, it may have to delay, reduce or modify its intended business plan,
which could significantly limit its revenues.

         WE FACE RISKS FROM THE UNCERTAINTIES OF GOVERNMENT REGULATION. The
Department of Interior, Environmental Protection Agency and other governmental
regulatory bodies are continuously revising mining regulatory statutes and
environmental regulatory requirements in the mining industry and these revisions
may have an adverse effect on Oretech's ability to acquire certain reserve bases
or process certain ore bodies, thereby adversely impacting both gross sales
revenue and profit margins. Permits or licenses may be required from federal,
state or local government authorities to operate our ore processing operations.
No assurances can be given that such permits or licenses will be obtainable.

         FORWARD-LOOKING STATEMENTS. Some of the statements in this Memorandum
are forward-looking statements that involve risks and uncertainties. These
forward-looking statements include statements about our plans, objectives,
expectations, intentions and assumptions that are not statements of historical
fact. Oretech cannot guarantee its results, performance or achievements. Actual
results and timing of planned events may differ significantly from these
expectations. Therefore, investors are cautioned not to place undue reliance on
any forward-looking statements.

         DEPENDENCE ON KEY PERSONNEL. The Company is dependent on its present
officers, directors, and key personnel. These individuals may terminate their
employment with Oretech at any time without penalty. The loss of the services of
any of these individuals could seriously impair Oretech's ability to operate,
which could reduce its revenues. In order to achieve Oretech's business
objectives, it must hire additional personnel to fill certain key managerial
positions. Oretech's future success will depend upon the ability of our current
executive officers to establish clear lines of responsibility and authority, to
work effectively as a team, and to gain the trust and confidence of its other
employees. Oretech must also identify, attract, train, motivate and retain other
highly skilled, technical, managerial, engineering, accounting, marketing and
customer service personnel.

         NO ASSURANCE OF DIVIDENDS. Oretech has never paid any dividends and is
unlikely to pay any dividends in the foreseeable future. There can be no
assurance that Oretech's proposed operations will result in sufficient revenues
to enable us to operate at profitable levels or to generate a positive cash
flow.

         OUR BUSINESS IS HIGHLY COMPETITIVE. We are engaged in a business
dealing with the acquisition of mineral properties and the extraction of gold,
silver, platinum and other precious metals. We have to compete with some of the
largest firms in the world to acquire our mineral assets. Although precious
metals are commodities, some of our competitors may be able to negotiate and
receive higher market prices for similar metals than Oretech will receive. Many
of our competitors will have substantially greater financial, technical,
marketing and human resource capabilities than Oretech.

         PRICE VOLATILITY. Our cash flow and profitability could be
significantly affected by changes in the market prices of gold, silver and other
precious metals we seek to extract from ore reserves and other feedstocks. These
prices can fluctuate widely and are affected by numerous factors beyond our
control, including industrial and jewelry demand, expectations with respect to
inflation, the strength of the U.S. Dollar (the currency in which the prices of
most precious metals are generally quoted) and other major international
currencies, gold sales by central banks, production and cost levels in major
precious metals producing regions such as South Africa, regional and worldwide
political and economic events and supply and demand.

                                       14





<PAGE>

         FUTURE ACQUISITIONS COULD RESULT IN DILUTION, OPERATING DIFFICULTIES
AND OTHER HARMFUL CONSEQUENCES. If appropriate opportunities present themselves,
we intend to acquire businesses, technologies, services or products that we
believe are strategic. The process of integrating any acquisition may create
unforeseen operating difficulties and expenditures and is itself risky. The
areas where we may face difficulties include:

         o        diversion of management time during the period of negotiation
                  through closing and further diversion of such time after
                  closing from focus on operating the businesses to issues of
                  integration and future products and services;
         o        decline in employee morale and retention issues resulting from
                  changes in compensation, reporting relationships, future
                  prospects or the direction of the business;
         o        the need to integrate each company's accounting, management
                  information, human resource and other administrative systems
                  to permit effective management and the lack of control if such
                  integration is delayed or not implemented; and
         o        the need to implement controls, procedures and policies
                  appropriate for a larger public company at companies that
                  prior to acquisition may have been smaller, privately-held
                  companies.

         LISTING ON OTC BULLETIN BOARD; LIMITED TRADING MARKET; "PENNY STOCK"
REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS. Our Common Stock has been quoted on
the OTC Bulletin Board since February 11, 2000. Our Common Stock has only a
limited trading market. We cannot assure you that a more active trading market
will develop or, if developed, that it will be maintained. We cannot predict the
effect, if any, that the sale of restricted shares of Common Stock will have on
the market price of the Common Stock. As a result, an investor might find it
difficult to dispose of, or to obtain accurate quotations as to the value of,
the Common Stock.

         In addition, as the Common Stock has limited active trading market and
the trading price of the Common Stock is less than $5.00 per share, trading in
the Common Stock is subject to the requirements of Rule 15g-9 promulgated under
the Exchange Act. Under such rule, broker-dealers who recommend low-priced
securities to persons other than established customers and accredited investors
must satisfy special sales practice requirements, including a requirement that
they make an individualized written suitability determination for the purchase
and receive the purchaser's written consent prior to the transaction. The Common
Stock is also subject to the Securities Enforcement Remedies and Penny Stock
Reform Act of 1990, which requires additional disclosure in connection with any
trades involving a stock defined as a penny stock (generally, according to
recent regulations adopted by the SEC, any equity security not traded on an
exchange or quoted on Nasdaq that has a market price of less than $5.00 per
share, subject to certain exceptions), including the delivery, prior to any
penny stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. Such requirements could severely
limit the market liquidity of the Common Stock and the ability of purchasers of
the Common Stock to sell their securities in the secondary market.

ITEM 2.  DESCRIPTION OF PROPERTY

         We are currently leasing the office/warehouse space described below:

Approximately 5,000 square feet of office/warehouse space situated on
approximately 18 acres of land at 309 State Docks Road, Phenix City, Alabama
36869, pursuant to a 12 month operating lease commenced on August 1, 2003. Our
monthly rental is $3,500 plus we pay maintenance and utilities. The lease can be
extended for an additional 12 months for a monthly rental of $3,700.

         Our landlord is Blythe Metal Sources, Inc., which is owned by Tom
Blythe, our Vice President of Manufacturing and Engineering. Management is of
the opinion that the lease was negotiated in an arm's length manner and is
favorable to Oretech. See Item 12. Certain Relationships and Related
Transactions.

         We do not own any real estate at this time.

                                       15





<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         As of the date of this report, Oretech is not subject to any pending
litigation. However, there are three outstanding judgments against Oretech,
involving suits on open accounts from vendors and former legal counsel, all of
which has been fully accrued as at June 30, 2003. Management is in the process
of negotiating pay-outs and settlements of these three judgments.

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

         On March 31, 2003, the holders of more than a majority (66%) of
Oretech's common stock approved by written consent an amendment to the Articles
of Incorporation changing the corporate name to Oretech, Inc. and a reverse
split of Oretech's issued and outstanding common stock on a 1 share for 10 share
basis.

         Under Nevada law, no meeting of the shareholders was required if a
majority of the shares of common stock were voted in favor of the above actions.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information
------------------

         Shares of Oretech's common stock trade on the Over-the-Counter Bulletin
Board regulated by the National Association of Securities Dealers, Inc. and
trades under the symbol "ORTE". The table set forth below presents the high and
low bid prices of Oretech common stock for each quarter within the last two
fiscal years. The source of this information is KNOBIAS LLC, www.knobias.com.
However, since the our common stock is traded on the Over-the-Counter Bulletin
Board, the following prices may reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not necessarily represent actual
transactions. The bid prices are based on the average shares outstanding during
the indicated quarter and have not been adjusted for the three reverse stock
splits effected during the last two fiscal years (1 for 20 in March 2002; 1 for
5 in December 2002; and 1 for 10 in April 2003).

         Common Stock                                High Bid          Low Bid
         ------------                                --------          -------

         Quarter Ended September 30, 2001            $5.90             $ 0.06

         Quarter Ended December 31, 2001             $0.17             $ 0.05

         Quarter Ended March 31, 2002                $1.60             $ 0.20

         Quarter Ended June 30, 2002                 $0.70             $ 0.03

         Quarter Ended September 30, 2002            $0.30             $ 0.02

         Quarter Ended December 31, 2002             $0.13             $ 0.02

         Quarter Ended March 31, 2003                $0.31             $ 0.06

         Quarter Ended June 30, 2003                 $18.10            $ 4.00

         On September 15, 2003, the closing bid price of the Oretech common
stock was $2.10 per share.

                                       16





<PAGE>

Holders
-------

         As of September 15, 2003, there were approximately 165 holders of
record and 1,500 beneficial holders of Oretech common stock.

Dividend Policy
---------------

         Oretech did not pay any cash dividends during the last two fiscal years
We anticipate that we will retain any earnings to support operations and to
finance the growth and development of our business. Therefore, we do not expect
to pay any dividends in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements based
upon current expectations that involve risks and uncertainties. When used in
this Form 10-KSB, the words "intend," "anticipate," "believe," "estimate,"
"plan" and "expect" and similar expressions are included to identify
forward-looking statements. Our actual results and the timing of certain events
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under
"Factors Affecting Operating Results" of this Item 6. and elsewhere in this Form
10-KSB.

Overview
--------

In the first quarter of fiscal 2003, management finally concluded that it could
not salvage its Internet related business, as the "dotcom" bubble had burst and
would not recover in time to salvage the business segments being pursued. The
Company could not find the capital necessary to sustain its operations and
indeed had very little in the way of operations at all. The Company could not
find customers in need of our business or if they found willing customers, none
of the customers had the money to pay for our services. The Tantivy Group, Inc.
discontinued its Internet related operations in the first quarter of fiscal
2003., and began looking for alternative business models.

On September 27, 2002, Tantivy entered into an agreement to acquire certain
mining assets of Pacific Rocky Mountain, Inc. ("PRM"). As a result, the Company
transitioned into the metal processing and extraction business. The Company is
now in the development stage in its new metal processing and extraction business
operations.

On March 31, 2003, the Company effectuated a 1-10 reverse stock split and
entered into an agreement with Oretech Corp. pursuant to which Oretech Corp.
became a wholly-owned subsidiary of the Company and later changed the Company's
name to "Oretech, Inc." This transaction is treated as a reverse acquisition for
accounting purposes with Oretech Corporation being the "deemed acquirer" in the
transaction, as the old Oretech Corp. shareholders ended up owning approximately
83% equity of the combined entities..

Oretech will use the Oretech Process to extract and process precious and
strategic metals from ore and mine tailings. Oretech intends to acquire mining
properties and tailing piles as its primary source of feedstock. Oretech may
also enter into joint venture arrangements with owners and/or operators of
mineral properties as a means of acquiring additional feedstock.

Mineral rights to proven reserves located in the United States, Canada, Mexico,
and South America have been targeted for acquisition and processing. Initially,
the Company expects to acquire a minimum of two properties in Colorado which
will provide a tailings (feedstock) inventory of approximately 1 million tons.
The acquisition of these properties should occur by the end of October 2003.

                                       17





<PAGE>

In addition to processing ore reserves, Management believes that the Oretech
processing technology is ideal for processing E-waste. This is waste that is
derived from demanufactured electronics equipment that contains environmental
contaminants and cannot be disposed of in landfills. Management' plan in this
area is to complete a strategic business plan for presentation to the Board of
Directors. The business plan will address the following issues;

         1.       Identify sources and types of electronic component waste
                  streams
         2.       Assess current remediation practices
         3.       Identify market needs for recovery and reuse of electronic
                  components and disposal of obsolete electronics equipment
         4.       Development of a cons-benefit analysis to develop a validation
                  site recommendation
         5.       Technological and economical validation through testing of
                  specific E-waste feedstock.

Upon completion of the business plan and approval from the Board of Directors,
Management would move to raise the capital resources necessary to establish an
E-waste demanufacturing and recovery facility in Phenix City, Alabama.

Results of Operations

Revenues and Cost of Sales

Oretech has generated no revenues from inception and through the fiscal year
ended June 30, 2003 because Oretech is in the development stage. Activities
since inception have consisted solely of financial planning, establishing
sources of production and supply, developing markets and raising capital.

Cost of Goods Sold

Cost of Goods Sold from inception and through the fiscal year ended June 30,
2003 totaled $0 because the Company is in the Development stage and has not yet
started production.

Operating Expenses

Cost to Acquire Tantivy from inception and through the fiscal year
ended June 30, 2003 totaled $1,672,735. This was a result of the difference
between the purchase price of Tantivy in the reverse acquisition and the
value of its common stock and assumed debt.

Professional Fees for the fiscal year ended June 30, 2003 totaled $67,875, which
consisted primarily of legal, accounting and stock transfer fees. Professional
fees for the fiscal year ended June 30, 2002 totaled $25,959, which consisted of
initial organizational costs upon the inception of Oretech.

Other expenses for the fiscal year ended June 30, 2003 totaled $13,441 and
consisted primarily of bank fees and travel expenses. Other expenses for the
fiscal year ended June 30, 2003 were zero.

                                       18





<PAGE>

Liquidity and Capital Resources

The Company has minimal cash resources and no revenues. However, the Company is
pursuing various debt and equity financing sources and is hopeful that it can
obtain the funds necessary to continue and expand its operations. There is no
assurance that the Company will be successful in any such efforts. combined with
proceeds from capital raising transactions will be sufficient to meet its
anticipated working capital and capital expenditure requirements until it begins
is operations in the mining business. If adequate funds are not available on
acceptable terms and soon, the Company's business, results of operations, and
financial condition would be materially adversely affected.

Income Taxes

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. Deferred income tax
assets arising from any loss carry forwards have been fully reserved as of June
30, 2003.

Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, the Company carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures within the 90 days prior to the filing date
of this report. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, the
Company concluded that its disclosure controls and procedures are effective.
There have been no significant changes in the Company's internal controls or in
other factors, which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

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

Factors Affecting Operating Results

This annual report contains forward-looking statements which involve risks and
uncertainties. Our actual results could differ materially from those anticipated
by such forward looking statements as a result of certain factors including
those set forth below. You should carefully consider the business risks
described below in connection with evaluation of our business and prospects. If
any of the following risks occur, our results of operation may have a material
adverse impact on the Company's future operations and financial position. In
that case, the trading price of our common stock could decline.





<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

       ORETECH, INC. (formerly The Tantivy Group, Inc.) and Subsidiaries
                         (A DEVELOPMENT STAGE COMPANY)
                              Phenix City, Alabama

                           --------------------------
                               FINANCIAL REPORTS
                                       AT
                                 JUNE 30, 2003
                           --------------------------





<PAGE>
ORETECH, INC. (formerly The Tantivy Group, Inc.) and Subsidiaries
(A DEVELOPMENT STAGE COMPANY)
Phenix City, Alabama

TABLE OF CONTENTS
--------------------------------------------------------------------------------

Independent Auditors' Report                                               F - 1

Consolidated Balance Sheets at June 30, 2003 and 2002                      F - 2

Consolidated Statements of Changes in Stockholders' Deficit for
  the Two Years Ended June 30, 2003 and 2002                               F - 3

Consolidated Statements of Operations for the Two Years Ended
  June 30, 2003 and 2002 and for the Period from Inception
  (June 11, 2001) through June 30, 2003                                    F - 4

Consolidated Statements of Cash Flows for the Two Years Ended
  June 30, 2003 and 2002 and for the Period from Inception
  (June 11, 2001) through June 30, 2003                                   F - 5

Notes to Consolidated Financial Statements                        F - 6 - F - 13





<PAGE>

                           INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  and Stockholders
Oretech, Inc. (formerly The Tantivy Group, Inc.) and Subsidiaries
(A Development Stage Company)
(A Nevada Corporation)
Phenix City, Alabama

         We have audited the accompanying consolidated balance sheets of
Oretech, Inc. (formerly The Tantivy Group, Inc.) and Subsidiaries as of June 30,
2003 and 2002, and the related consolidated statements of operations, changes in
stockholders' deficit, and cash flows for the period from the date of inception
(June 11, 2001) through June 30, 2003. These financial statements are the
responsibility of Oretech, Inc.'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 generally
accepted in the United States of America. Those standards require that we plan
and perform the audits 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
audits provide 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 Oretech, Inc.
(formerly The Tantivy Group, Inc.) and Subsidiaries as of June 30, 2003 and
2002, and the results of its operations and its cash flows for the period from
the date of inception (June 11, 2001) through June 30, 2003 in conformity with
accounting principles generally accepted in the United States of America.

         The accompanying financial statements have been prepared assuming
Oretech, Inc. (formerly The Tantivy Group, Inc.) and Subsidiaries will continue
as a going concern. As discussed in Note 11 to the financial statements,
Oretech, Inc. has no present sources of revenue and has an accumulated deficit.
Accordingly, there is substantial doubt about Oretech, Inc.s ability to
continue as a going concern. Management's plans regarding this matter are
described in Note 11. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Rotenberg & Company, LLP

Rotenberg & Company, llp
Rochester, New York
  October 12, 2003

                                      F-1





<PAGE>

<TABLE>
Oretech, Inc. (formerly The Tantivy Group, Inc.) and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheet

<CAPTION>
<S>                                                           <C>            <C>
BALANCE SHEETS
==========================================================================================
June 30,                                                          2003            2002
------------------------------------------------------------------------------------------
ASSETS

CURRENT ASSETS
     Cash and Cash Equivalents                                $     3,306    $       --
     Prepaid Expenses                                             252,083            --
     Other Current Assets                                          14,675            --
------------------------------------------------------------------------------------------

TOTAL CCURRENT ASSETS                                             270,064            --

OTHER ASSETS
     Mining Claims                                                121,659            --
     Goodwill                                                     200,000            --
------------------------------------------------------------------------------------------

TOTAL ASSETS                                                  $   591,723    $       --
==========================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts Payable and Accrued Expenses                     $   159,492    $       --
    Notes Payable - Due Within One Year                            72,701            --
    Settlement Payable                                            221,500            --
    Liabilities from Discontinued Operations                      633,488            --
------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                       1,087,181            --

OTHER LIABILITIES
    Notes Payable - Due After One Year                            149,789            --
------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                               1,236,970            --

STOCKHOLDERS' DEFICIT
     Common stock - $.001 Par Value, 200,000,000 shares
        authorized, 32,057,310 shares issued and outstanding       32,057        25,959
     Additional Paid in Capital                                   676,447            --
     Deficit Accumulated During the Development Stage          (1,353,751)      (25,959)
------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' DEFICIT                                      (645,247)           --
------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $   591,723    $       --
==========================================================================================

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

                                      F-2
</TABLE>





<PAGE>
<TABLE>

ORETECH, INC. (formerly The Tantivy Group, Inc.) AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Changes in Stockholders' Deficit
From June 11, 2001 (Inception) through June 30, 2003

<CAPTION>

                                                                                                        Deficit
                                                                                                      Accumulated
                                                                     Common Stock        Additional     During         Total
                                                               ------------------------   Paid-In     Development  Stockholders'
                                                                 Shares       Amount      Capital        Stage        Deficit
                                                               -----------  -----------  -----------  -----------   -----------
<S>                                                            <C>          <C>          <C>          <C>           <C>
Recapitalization of Oretech                                    25,959,500   $     25,959 $       --   $       --    $   25,959

Net Loss - through June 30, 2002                                       --           --           --      (25,959)      (25,959)
-------------------------------------------------------------------------------------------------------------------------------
Balance - June 30, 2002                                        25,959,500         25,959         --      (25,959)           --

Options Granted for Services During the Period - Unexercised      500,000           --      275,000           --       275,000

Tantivy Group, Inc. Stock Outstanding
  Before the Acquisition                                   (A)  6,097,810        6,098      401,447           --       407,545

Net Loss - July 1, 2002 - June 30, 2003                                --           --           --   (1,327,792)   (1,327,792)
-------------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2003                                         32,557,310   $   32,057   $  676,447  $(1,353,751)   $ (645,247)
===============================================================================================================================

(A) Reflects the 1 for 10 reverse stock split effective April 1, 2003.

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

                                      F-3
</TABLE>





<PAGE>
<TABLE>

ORETECH, INC. (formerly The Tantivy Group, Inc.) AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
<CAPTION>

                                                          From
                                                    Date of Inception
                                                     (June 11, 2001)  For the Year    For the Year
                                                         through         Ended           Ended
STATEMENTS OF OPERATIONS                              June 30, 2003   June 30, 2003   June 30, 2002
===================================================================================================
---------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>
REVENUES                                              $         --    $         --    $         --

Cost of Goods Sold                                              --              --              --
---------------------------------------------------------------------------------------------------

GROSS INCOME                                                    --              --              --
---------------------------------------------------------------------------------------------------

GENERAL AND ADMINISTRATIVE EXPENSES
Costs to Acquire Tantivy                                 1,672,735       1,672,735              --
Professional Fees                                           93,834          67,875          25,959
Other Expense                                               13,441          13,441              --
---------------------------------------------------------------------------------------------------

TOTAL GENERAL AND ADMINISTRATIVE EXPENSES                1,780,010       1,754,051          25,959
---------------------------------------------------------------------------------------------------

NET LOSS BEFORE OTHER INCOME AND EXPENSES               (1,780,010)     (1,754,051)        (25,959)
---------------------------------------------------------------------------------------------------
OTHER INCOME AND EXPENSES
(Interest Expense) Net of Interest Income                   (5,319)         (5,319)             --
Gain on Restructure of Debt                                431,578         431,578              --
---------------------------------------------------------------------------------------------------

NET LOSS                                              $ (1,353,751)   $ (1,327,792)   $    (25,959)
---------------------------------------------------------------------------------------------------

EARNINGS (LOSS) PER COMMON SHARE, BASIC AND DILUTED   $      (0.05)   $      (0.05)   $      (0.00)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING              27,450,187      27,450,187      25,959,500
====================================================================================================

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

                                      F-4
</TABLE>





<PAGE>
<TABLE>

ORETECH, INC. (formerly The Tantivy Group, Inc.) AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statement of Cash Flows
<CAPTION>

                                                                 From
                                                           Date of Inception
                                                            (June 11, 2001) For the Year  For the Year
                                                                through        Ended         Ended
                                                             June 30, 2003  June 30, 2003 June 30, 2002
-----------------------================================================================================
<S>                                                         <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                    $ (1,353,751) $ (1,327,792) $    (25,959)
Adjustments to Reconcile Net Income to
   Net Cash Flows from Operating Activities:
Costs to Acquire Tantivy                                       1,672,735     1,672,735            --
Gain on Restructure of Debt                                     (431,578)     (431,578)           --
Non-cash Professional Fees                                        48,876        22,917        25,959
  Changes in Assets and Liabilities:
Other Assets                                                     (14,675)      (14,675)           --
Accounts Payable and Accrued Expenses                             48,684        48,684            --
-----------------------------------------------------------------------------------------------------

Total Adjustments                                              1,324,042     1,298,083        25,959
-----------------------------------------------------------------------------------------------------

Net Cash Flows from Operating Activities                         (29,709)      (29,709)           --
-----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Net Cash Flows from Investing Activities                          --            --            --
-----------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from Borrowings                                      33,015        33,015            --
-----------------------------------------------------------------------------------------------------

         Net Cash Flows from Financing Activities                 33,015        33,015            --
-----------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents               3,306         3,306            --

Cash and Cash Equivalents at Beginning of Period                      --            --            --
-----------------------------------------------------------------------------------------------------

Cash and Cash Equivalents at End of Period                         3,306         3,306            --
-----------------------------------------------------------------------------------------------------

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash Paid for Interest                                                --            --            --
Cash Paid for Taxes                                                   --            --            --

NONCASH INVESTING AND FINANCING ACTIVITIES:
Stock Issued for Consulting Services                              10,000            --        25,959
Stock Options Granted for Consulting Services - Unexercised      275,000       275,000            --
Note Payable Issued to Finance Restructure of Debt                10,000        10,000            --
Reduction of Liability in Restructure of Debt                    431,578       431,578            --
-----------------------------------------------------------------------------------------------------
                                                              $  726,578    $  716,578    $   25,959
=====================================================================================================

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

                                      F-5
</TABLE>





<PAGE>

        Oretech, Inc. (formerly The Tantivy Group, Inc.) and Subsidiaries
                          (A Development Stage Company)
                                  June 30, 2003

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

Oretech, Inc. (formerly the Tantivy Group, Inc.) is a corporation located in
Phenix City, Alabama, organized under the laws of the State of Nevada, and is in
the business of processing ore and mine tailings to extract precious metals.
Oretech is currently in the development stage.

Oretech, Inc. ("Oretech") is the result of a reverse acquisition transaction
that became effective April 1, 2003 between The Tantivy Group, Inc. ("Tantivy")
and Oretech Corp., both Nevada Corporations. Tantivy began its business in
January 2000, of providing management and Internet related services via its four
wholly owned subsidiaries, Online Television Network Services, Inc., Tantivy
Technologies, Inc., Tantivy Entertainment, Inc., and Tantivy Sciences, Inc., all
of which were discontinued in September 2002. In September 2002, Tantivy was
involved in a prior reverse acquisition transaction with Pacific Rocky Mountain,
Inc. Pacific Rocky Mountain was in the business of processing ore and mine
tailings, hence Tantivy began the process of discontinuing its operations in the
management services business in order to concentrate on developing a business in
the extraction of precious metals.

Oretech Corp. was organized on June 11, 2001 in the State of Nevada and was
dormant until it entered into the reverse acquisition with Tantivy. Subsequent
to the reverse acquisition in which Oretech Corp. was the deemed acquirer and
took control of Tantivy, Tantivy changed its name to Oretech, Inc.

NOTE 2 - SUMMARY OF BUSINESS COMBINATION TRANSACTION

The consolidated financial statements for all periods presented reflect the
Acquisition Agreement which became effective April 1, 2003, pursuant to which
Oretech Corp., a Nevada Corporation, became a wholly owned subsidiary of The
Tantivy Group, Inc. (hereinafter "Tantivy"). The business combination is
accounted for as a reverse acquisition of Tantivy and a recapitalization of
Oretech Corp. and is reflected as such in the consolidated statement of changes
in stockholders' deficit.

Per the Acquisition Agreement, Tantivy exchanged 25,959,500 shares of newly
issued common stock for all of the 25,959,500 common shares outstanding of
Oretech Corp., after effectuating a 1 for 10 reverse stock split of its
previously issued and outstanding common shares on April 1, 2003. The
shareholders of Oretech Corp. exchanged their shares of common stock, one for
one, for the 25,959,500 common shares of Tantivy and as a result of the reverse
acquisition, owned approximately 81% of the issued and outstanding shares of
Tantivy common stock. The transaction was entered into based on Oretech Corp.'s
potential business prospects. The acquisition was recorded at the fair value of
Tantivy's debt (net of assets) that was assumed by Oretech, and goodwill was
recorded based on the value of the debt. The goodwill was subsequently reviewed
for impairment and expensed as costs to acquire subsidiary in the Statement of
Operations. As a result of the Acquisition Agreement, the officers and directors
of Tantivy resigned and were replaced by the officers and directors of Oretech
Corp. Oretech Corp. is the deemed acquirer in the transaction.

                                      F-6





<PAGE>

Subsequent to the reverse acquisition transaction, Tantivy amended its Articles
of Incorporation to change its name to Oretech, Inc. Oretech Corp. is a wholly
owned subsidiary of Oretech, Inc.

The acquisition of Oretech Corp. by Tantivy is treated as a reverse acquisition,
resulting in the historical operations of Oretech Corp. being treated as the
historical operations of Oretech, Inc. Accordingly, the accompanying historical
financial statements have been restated to reflect the financial position,
results of operations, and cash flows as if the reverse acquisition and
recapitalization had occurred at the beginning of the earliest period presented.

All references to Oretech herein include Oretech Corp. and the four Tantivy
subsidiaries: Online Television Network Services, Inc., Tantivy Technologies,
Inc., Tantivy Entertainment, Inc., and Tantivy Sciences, Inc.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                 a. Principles of Consolidation:
                    ----------------------------------
The accompanying consolidated financial statements include the accounts of
Oretech, Inc. and its wholly owned subsidiaries (collectively referred to as
"Oretech"). All intercompany balances and transactions have been eliminated in
consolidation.

                 b. Method of Accounting:
                    ---------------------------
Oretech maintains its accounts and prepares its financial statements on the
accrual basis of accounting.

                 c. Cash and Cash Equivalents:
                    --------------------------------
Cash and cash equivalents include time deposits, certificates of deposit, and
all highly liquid debt instruments with original maturities of three months or
less. Oretech maintains cash and cash equivalents at financial institutions,
which periodically may exceed federally insured amounts.

                 d. Fair Value of Financial Instruments:
                    ------------------------------------------
The carrying amounts of financial instruments including cash and cash
equivalents, receivables, and accounts payable and accrued expenses approximate
fair value because of the relatively short maturity of these instruments. The
carrying value of long-term financial assets and debt instruments, including the
current portion, approximates fair value based upon current market rates for the
same or similar instruments of comparable maturity.

                 e. Long-Lived Assets:
                    -----------------------
Oretech has long-lived assets that are reviewed for impairment in accordance
with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," whenever events or changes in
circumstances indicate that the related carrying amount may not be recoverable.
In performing the review of recoverability, management estimates the future cash
flows expected to result from the use of the assets and their eventual
disposition in determining their fair value. When required, impairment losses on
assets to be held and used are recognized based on the difference between the
fair value and the carrying amount of the assets. Long-lived assets to be
disposed of are reported at the lower of their carrying amount or fair value
less cost to sell. As of June 30, 2003, management expects its long-lived assets
to be fully recoverable.

                                      F-7





<PAGE>

                 f. Goodwill:
                    -----------
During the prior fiscal year, Oretech adopted the Financial Accounting Standards
Board FASB Statement No. 142, Goodwill and Other Intangible Assets (SFAS 142).
Under the new rules, goodwill and indefinite lived intangible assets are no
longer amortized but are reviewed annually for impairment. Separable intangible
assets that are not deemed to have an indefinite life will continue to be
amortized over their useful lives. The amortization provisions of SFAS 142 apply
to goodwill and intangible assets acquired after June 30, 2001. Oretech has
changed its accounting policy from amortizing goodwill over 40 years to the
amortization provisions of SFAS No. 142.

                 g. Fixed Assets and Depreciation:
                    -------------------------------------
Property and equipment are recorded at cost and depreciated on a straight-line
basis over their estimated useful lives. Maintenance and repairs are charged to
expense. The cost of assets retired or disposed of and the related accumulated
depreciation are removed from the accounts.

Mining property is recorded at cost and will be amortized based on a
units-of-production method at the time Oretech begins mining, extraction, and
production activities. Development costs associated with mining property and
claims not yet in production are expensed as incurred.

                 h. Revenue Recognition:
                    ---------------------------
         Oretech has no significant revenues from business operations as it is
currently in the development stage.

                 i. Loss Per Common Share:
                    -------------------------------
The computation of loss per common share is based on the weighted average number
of common shares outstanding during the period presented in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share".
Options are anti-dilutive.

                 j. Stock Options and Warrants:
                    -------------------------------
Oretech accounts for stock options and warrants in accordance with the
provisions of SFAS No. 123 "Accounting for Stock-Based Compensation." SFAS No.
123 prescribes the recognition of compensation based on the fair value of the
options on the grant date. Oretech values stock options issued based on an
option-pricing model and recognizes this value as an expense over the vesting
period.

                 k. Start-up Costs:
                    ------------------
The costs of start-up activities, including organizational costs, are expensed
as incurred. Development costs associated with mineral properties and claims not
yet in production are also expensed as incurred.

                 l. Costs to Acquire Tantivy:
                    -------------------------------
The costs to acquire Tantivy pertain to the reverse acquisition and are expensed
as incurred based on the difference between the fair value of net assets
acquired and the common stock exchanged.

                                      F-8





<PAGE>

                 m. Income Taxes:
                    -----------------
Oretech accounts for income taxes in accordance with SFAS 109 "Accounting for
Income Taxes", using the asset and liability approach, which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of such assets and liabilities. The method uses enacted statutory tax
rates in effect for the year in which the temporary differences are expected to
reverse and gives immediate effect to changes in income tax rates upon
enactment. Deferred tax assets are recognized, net of any valuation allowance,
for temporary differences and net operating loss and tax credit carry forwards.
Deferred income tax expense represents the change in net deferred assets and
liability balances. Oretech had no material deferred tax assets or liabilities
for the periods presented.

                 n. Recently Enacted Accounting Standards:
                    --------------------------------------------------
In June 2002, the Financial Accounting Standards Board issued FASB Statement
No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS
146). SFAS 146 addresses the financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force Issue No. 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring). SFAS 146 requires companies to recognize costs associated
with exit or disposal activities when they are incurred rather than at the date
of a commitment to an exit or disposal plan. Costs covered by SFAS 146 include
lease termination costs and certain employee severance costs that are associated
with a restructuring, discontinued operation, plant closing, or other exit or
disposal activity. SFAS 146 applies to all exit or disposal activities initiated
after December 31, 2002.

In December 2002, the Financial Accounting Standards Board issued FASB
Statement No. 148, Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of FASB Statement No. 123 (SFAS 148). SFAS 148 amends
FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS 123), to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS 123 has been amended to require disclosure of additional
information concerning the effects of stock-based employee compensation on
earnings. Finally, SFAS 148 amends APB Opinion 28, Interim Financial Reporting,
to call for disclosure of SFAS 123 proforma information on a quarterly basis.
SFAS 148 is effective for fiscal years ending after December 15, 2002. Interim
quarterly disclosures are required for reports containing condensed financial
statements for periods beginning after December 15, 2002.

Oretech has adopted SFAS 146 and SFAS 148, as of January 1, 2003, and has
determined that they have had no impact on the financial position and results of
its operations for the period ended June 30, 2003.

                 o. Use of Estimates:
                    -----------------
The preparation of Oretech's consolidated financial statements in conformity
with accounting principles generally accepted in the Unites States of America
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 amount of
revenues and expenses during the reported period. Actual results could differ
from those estimates.

                                      F-9





<PAGE>

NOTE 4 - SEGMENT DATA

Oretech, currently in development stage, plans to operate in one industry
segment in its business of extracting precious metals from dormant mining
claims.

NOTE 5 - MINING PROPERTY

Oretech's mining property consists of 13 unpatented mining claims on
approximately 280 acres of land in Hayfork, California, which is located in
Trinity County in the northern part of the state. The mining claims were
acquired from a third party in May 2002 for $121,659 consisting of a $100,000
payable and the remaining in common stock. At June 30, 2003, $100,000 remains
due and the amount is included in Accounts Payable on the balance sheet.

The mining property consisted of the following at June 30, 2003:

                    Mining Claims                           $ 121,659
                    Less accumulated amortization                 ---
                    ----------------------------------------------------

                                                            $ 121,659
                    ====================================================

Amortization expense is $-0- since Oretech is in the development stage, and
mining production and extraction has not started yet.

NOTE 6 - GOODWILL

Oretech acquired goodwill in the amount of $200,000 as a result of a business
combination transaction that occurred in September 2002. The goodwill
approximates the fair market value of a shell corporation trading on the NASDAQ
exchange. Management will test the goodwill for impairment in accordance with
SFAS 142 on a periodic basis.

NOTE 7- NOTES PAYABLE

Notes payable consisted of the following at June 30, 2003:

i) $100,000 note payable via third party private financing, was re-negotiated to
a term note due in April 2006, of which the remaining balance is $97,475. Terms
of the note require one payment of $5,000 in October 2003, then monthly payments
thereafter in the amount of $3,691, including interest at 12.0%.

ii) $82,000 note payable to third party, negotiated June 4, 2003, of which the
remaining balance is $82,000. Terms of the note require one payment of $15,000
by September 1, 2003, quarterly interest payments at the rate of 6.5% per annum
until the note is paid in full, and balloon payment due in June 2005.

iii) $25,000 bridge note payable to a third party with interest accruing at a
rate of 10.0% per annum. The note is due and payable within one year.

                                      F-10





<PAGE>

iv) $8,015 in notes payable to third parties with interest accruing at a rate of
6.5% per annum. The notes are due and payable within one year.

v) $10,000 note payable to a shareholder with interest accruing at a rate of
6.5% per annum. The note is due and payable at Noteholder's discretion.

Annual maturities of notes payable for the five years succeeding June 30, 2003
are as follows:

<TABLE>
<CAPTION>
----------------- -------------- --------------- -------------- --------------- -------------- --------------
            2004           2005            2006           2007            2008     Thereafter          Total
----------------- -------------- --------------- -------------- --------------- -------------- --------------
<S>     <C>           <C>              <C>                 <C>             <C>            <C>      <C>
        $ 72,701      $ 114,580        $ 35,209            $--             $--            $--      $ 222,490
----------------- -------------- --------------- -------------- --------------- -------------- --------------
</TABLE>

NOTE 8 - INCOME TAXES

No provision for federal and state income taxes has been recorded because
Oretech has incurred net operating losses. Deferred income tax assets arising
from any loss carry forwards have been fully reserved as of June 30, 2003.

NOTE 9 - STOCK OPTIONS

Oretech entered into an agreement in March 2003 whereby it issued 500,000 stock
options to a consultant. The options are exercisable over a 36-month term at
$.001 per share. The unexpired portion of the agreement was recorded in Prepaid
Expenses at the fair value of Oretech's common stock on the date of the grant
and will be expensed over the term of the agreement. During the fiscal period
ending June 30, 2003, $22,917 was charged to expense for the unexpired portion.

NOTE 10 - RELATED PARTY TRANSACTIONS

Oretech entered into sub-license agreement which commenced in March 2003 and
terminates in March 2053 in which it obtained exclusive rights to commercially
develop sub-licensor's ore processing technology. Terms of the agreement require
Oretech to pay sub-licensor a licensing fee in the amount of $2,000,000 per
processing system in exchange for the exclusive rights to the processing
technology, plus a royalty fee in the amount of 15% of net revenue generated
under the process. Sub-licensor is a company controlled by a member of the board
of directors of Oretech, Inc.

NOTE 11 - GOING CONCERN

Oretech's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. Oretech is currently in the
development stage and there is an accumulated deficit of $1,353,751 at June 30,
2003. Accordingly, there is substantial doubt about Oretech's ability to
continue as a going concern. Oretech's continued existence is dependent upon its
ability to develop profitable operations and to obtain working capital.
Management of Oretech believes that it has developed a strategy that will
accomplish these objectives, including obtaining private financing and equity
funding, which will provide the funds to enable Oretech to utilize the ore
processing technology on the raw materials located at the Company's mining
claims and those to be acquired.

                                      F-11





<PAGE>

Oretech's principal activities since inception have consisted of financial
planning, establishing sources of production and supply, developing markets, and
raising capital. Oretech plans to utilize a patented proprietary process for the
extraction of precious metals from the known mined ore and tailings located in
the Company's mining claims. Business operations will include the extraction,
smelting, casting, and refining of precious metals. Principal operations have
not started; therefore Oretech has no present sources of significant revenues.

NOTE 12 - SUBSEQUENT EVENTS

Oretech settled a liability with an agreement to issue 50,000 shares of its
common stock in lieu of cash payment and recorded the approximate value of the
stock in the amount of $221,500 as Settlement Payable on the balance sheet.

Oretech has entered into an asset purchase agreement with an unrelated entity to
acquire mining claims situate on 334 acres, located in Colorado. Historically
the mines yielded silver, lead, gold, zinc, and other strategic and precious
metals. Oretech has been performing tests on tailing samples and dump site
samples from the mining properties for over one year, which indicate commercial
production viability of the ore. A closing date on the purchase has not been
established.

Oretech has entered into an asset purchase agreement with Tansub Corporation,
effective October 2003, for the sale of 95% interest in the four Tantivy
subsidiaries: Online Television Network Services, Inc., Tantivy Technologies,
Inc., Tantivy Entertainment, Inc., and Tantivy Sciences, Inc. According to terms
of the agreement, Oretech will retain a 5% interest in the subsidiaries and all
debt of the subsidiaries is to be assumed by Tansub Corporation.

NOTE 13 - PURCHASE PRICE OF TANTIVY IN REVERSE ACQUISITION

The reverse acquisition in accordance with the Acquisition Agreement was
accounted for by the purchase method of accounting. Under purchase accounting,
the total purchase price is allocated to the tangible and intangible assets and
liabilities of Tantivy based upon their respective fair values as of the closing
date.

                                      F-12





<PAGE>

The purchase price and allocation of the net assets acquired as a result of the
acquisition were as follows:

       PURCHASE PRICE:

       Fair Value of Tantivy's Common Stock                         $   406,972

       LESS: ALLOCATION OF NET ASSETS (LIABILITIES) ACQUIRED:
       Mining Property                                              $   121,659
       Intangible Assets                                                200,000
       Accounts Payable and Accrued Expenses                         (1,317,656)
       Notes and Loans Payable                                         (170,898)
                                                                    ------------
            Net Assets                                              $(1,166,895)
                                                                    ------------

            Total Costs to Acquire the Subsidiary                   $ 1,573,867
                                                                    ============

       Allocate to Goodwill                                         $      - 0 -
       Costs to Acquire the Subsidiary                                1,573,867
                                                                    ------------
            Total                                                   $ 1,573,867
                                                                    ============

                                      F-13





<PAGE>

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

         There were no changes in or disagreements with our independent
accountants during the fiscal year ended June 30, 2003..

ITEM 8A.  CONTROLS AND PROCEDURES

         Under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 ("Exchange Act") as of the June 30, 2003, the end of the
period covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedure were effective as of June 30, 2003.

                                    PART III

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

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------

         The officers, directors, nominees and control persons of Oretech are as
follows:

Name                  Age                  Position
----                  ---                  --------

Stephen D. Cummins    44   CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND
                           DIRECTOR
                           Mr. Cummins was elected to our Board of Directors on
                           March 31 , 2003. He became Chairman of the Board and
                           Chief Executive Officer in April 2003. For over 14
                           years, Mr. Cummins held senior management positions
                           with several Fortune 500 corporations: Vice President
                           of Business Development of Lear Siegler, Autoglass
                           Division; Senior Vice President Operations & Business
                           Development of AFG Industries, Autoglass Division;
                           and Executive Vice President of U.S. Expansion
                           Operations of PGSI's Belron International Division.
                           From 1997 to 2000, Mr. Cummins served as an officer
                           and director of CRT Holdings, Inc. (an energy
                           technology development firm). In 2001, he co-founded
                           PTI Ventures, LLC along with Stephen Shehane. Mr.
                           Cummins left PTI to become the CEO of Oretech in
                           April 2003.

H. Stephen Shehane    51   DEPUTY CHAIRMAN OF THE BOARD AND DIRECTOR
                           Mr. Shehane was elected to our Board of Directors in
                           April 2003, at which time he was elected Deputy
                           Chairman of the Board. From 1987 to 1992, Mr. Shehane
                           worked in process engineering and systems
                           engineering, and held a number of operational
                           positions in the mining industry with such firms as
                           Eagle Industries (a division of DeBeers), Lamco
                           Mining Company, Emerald Industries and CBG (a
                           subsidiary of Alcoa. Stephen co-founded CRT Holdings,
                           Inc. along with Stephen Cummins and served as
                           President of CRT. CRT is in the business of
                           developing and commercializing alternative energy
                           production technologies. Stephen remains the Vice
                           Chairman of CRT, a privately held Company. Mr.
                           Shehane attended Columbus College and Columbus
                           Technical Institute where he developed the theories
                           that provide the conceptual foundation for the
                           Oretech metal processing technology. Stephen brings
                           over 25 years of experience as an inventor,
                           entrepreneur and process engineer to augment the
                           management of Oretech.

Francis C. Hargarten  49   PRESIDENT, TREASURER AND DIRECTOR
                           For over 15 years, Mr. Hargarten served in various
                           manufacturing and financial management positions for
                           Plicon Corporation (a manufacturer and distributor of
                           engineered plastic components and flexible packaging
                           for the process food industry). For five years, Fran
                           served as Executive Vice President of Plicon and had
                           general management responsibilities for its Flexible
                           Packaging Division, which had facilities in the U.S.,
                           Canada and Europe. Mr. Hargarten was a founding
                           shareholder of Consolidated Fusion Technologies in
                           1998 where he served as Vice President of Finance and
                           Operations and Corporate Secretary. In late 2002,
                           Fran was a consultant to PTI Ventures, LLC, which
                           evolved into his current position as President of
                           Oretech. Mr. Hargarten received his B.S. in Business
                           Administration (and minor in Accounting) from
                           Columbus State University in 1982, followed by an MBA
                           from Georgia State University (emphasis on General
                           Management) in 1987. Fran is currently Corporate
                           Secretary and a member of the Board of Directors of
                           CRT Holdings, Inc., a privately held company.

                                       20





<PAGE>

Dr. Christopher       46   VICE PRESIDENT RESEARCH & DEVELOPMENT & ENVIRONMENTAL
Kiggins                    COMPLIANCE, SECRETARY AND DIRECTOR
                           Dr. Kiggins graduated with a BBA in Finance from the
                           University of Georgia. After his graduation, Dr.
                           Kiggins worked briefly for Fulton National Bank,
                           Atlanta, Georgia, before attending the University of
                           Virginia School of Medicine. Dr. Kiggins has been a
                           successful practicing Anesthesiologist in Columbus,
                           Georgia since 1989. He has also served as President
                           of Anesthesia Associates of Columbus, PA. He is the
                           former Chairman of the Chattahoochee Riverkeeper
                           Organization and former Director of the Anesthesia
                           Department, St. Francis Hospital in Columbus,
                           Georgia. Dr. Kiggins brings a diverse business,
                           scientific and environmental background to Oretech.

Dennis Atkins         40   DIRECTOR
                           Mr. Atkins is a certified public accountant with over
                           15 years experience in public accounting,
                           specializing in the audits of publicly traded
                           companies. Dennis is a member of the American
                           Institute of Certified Public Accountants and is
                           licensed in California and Oklahoma. Dennis' firm is
                           a member of the Securities and Exchange Commission
                           Practice Section of the American Institute of
                           Certified Public Accountants. He holds a bachelor's
                           degree in accounting from Oklahoma State University
                           and a master's degree in accountancy from the
                           University of Oklahoma.

Robert Garcia         54   VICE PRESIDENT ACQUISITIONS AND TECHNICAL DEVELOPMENT
                           AND DIRECTOR
                           Mr. Garcia's extensive mining background includes
                           being a developer, owner and operator of numerous
                           mines and mining companies in the U.S., including a
                           precious metal refinery in Beatty, Nevada. Mr. Garcia
                           has also been a principal in Aurie Metallurgical
                           Resources, a Nevada corporation offering consulting
                           services to mining industries on a global basis. Mr.
                           Garcia also worked with one of the world's largest
                           gold mining companies, St. Joe American, a subsidiary
                           of Flour Corporation. Bob was instrumental in the
                           successful development of eight million tons of St.
                           Joe's Bullfrog, Montgomery-Shoshone gold mine, as
                           documented in a January 1989 article in the
                           California Mining Journal & Brochure.

Marvin Gibbons        52   DIRECTOR
                           Mr. Gibbons has been an independent business owner
                           and consultant for more than 30 years. He brings to
                           Oretech successful experience and vast knowledge in
                           diverse business arenas. During his long career,
                           Marvin has been involved in a variety of sectors
                           including venture capital, insurance, construction,
                           Native American Indian adviser, business management,
                           public service and corporate consulting. He will help
                           Oretech develop and evaluate corporate strategic
                           planning, both domestically and in- ternationally.

KEY OPERATIONS PERSONNEL

Tom Blythe            56   VICE PRESIDENT MANUFACTURING & ENGINEERING
                           Mr. Blythe brings over thirty years of foundry and
                           smelting industry, management, sales and technology
                           experience to Oretech. Tom is experienced in a broad
                           range of industries, including foundry and metal
                           working, strategic development, financial planning,
                           organizational development, materials handling,
                           performance management, marketing, sales, quality
                           control, product development, engineering and
                           operations in the U.S., Canada and Mexico. Tom holds
                           a B.A. in Management from Youngstown State University
                           and an A.D. in Engineering Time Study, Methods &
                           Procedures. He is a Lifetime Member of the American
                           Foundrymens Society, a Senior Member of the Society
                           of Manufacturing Engineers, a Member American Cast
                           Medals Association and Steel Founders Association.

Jay W. Hobson         53   VICE PRESIDENT, FINANCE
                           Mr. Hobson is a 1972 graduate of the University of
                           North Carolina at Chapel Hill where he received a
                           B.A. degree in economics and received his M.B.A.
                           degree in finance from Wake Forest University in
                           1975. After spending two years at Hanes Knitwear, Jay
                           joined AFLAC Insurance as the acquisition and
                           planning manager. During his more than twenty years
                           with AFLAC, Jay held the positions of Vice President,
                           Financial Planning and Vice President, Cash
                           Management. Since leaving AFLAC, Mr. Hobson has spent
                           two years working with Columbus Regional Health Care,
                           as well as managing his personal real estate
                           investment business in Columbus, Georgia.

                                       21





<PAGE>

         All Oretech directors are elected for one-year terms. All officers
serve at the pleasure of the Board of Directors. Aside from the appointment of
Mr. Siefkes to Oretech's Board of Directors following the acquisition of the
Colorado mining properties from Frontier Development, LLC, there are no
arrangements, understandings or contractual obligations between Oretech and any
other person requiring the nomination or election of any other person to the
Board of Directors or to any corporate offices.

         Oretech is not aware of any additional family relationships between any
director, executive officer or person nominated or chosen to become a director
or executive officer.

         Our Board of Directors has determined that in its judgment, Dennis
Atkins, the Chair of our Audit Committee, is an "audit committee financial
expert" in accordance with the applicable rules and regulations of the
Securities and Exchange Commission. The Board has also determined that Mr.
Atkins is "independent," as that term is used under applicable rules of the
Securities and Exchange Commission and our Corporate Governance Policy.

         We have adopted a Code of Conduct, Ethics and Integrity ("Code") that
is applicable to all of our officers and directors and certain employees. The
Code provides a special code of ethics with additional provisions that apply to
our principal executive officer, principal financial officer, principal
accounting officer or controller, and persons performing similar functions. The
Code also has provisions directed at members of our Board of Directors. These
documents will be posted on our website: www.oretech.net and are available free
of charge to our employees, shareholders and stakeholders. We intend to disclose
any amendments to or waivers from these Code provisions for directors, executive
officers on our website.

Section 16(a) Beneficial Ownership Reporting Compliance

         Based solely upon Oretech's review of Forms 3, 4 and 5 and amendments
thereto furnished to Oretech under Rule 16a-3(a), except for the persons
indicated below, during the fiscal year preceding the filing of this Annual
Report, Oretech is not aware of any person who was a director, officer or
beneficial owner of more than ten percent of Oretech's Common Stock and who
failed to file reports required by Section 16(a) of the Securities Exchange Act
of 1934, as amended, in a timely manner. The following individuals were
delinquent in filing Form 3s and Form 4s during fiscal 2003 and/or delinquent in
filing Form 5s with respect to its most recent fiscal year; delinquent Forms 3,
4 and 5 for the following individuals are indicated parenthetically: Stephen D.
Cummins (Forms 3 and 5), H. Stephen Shehane (Forms 3, 4 and 5), Francis C.
Hargarten (Forms 3, 4 and 5), Christopher Kiggins (Forms 3, 4 and 5), Tom Blythe
(Forms 3 and 5), Jay W. Hobson (Forms 3 and 5), Thomas S. Snyder (Form 3),
Dennis Atkins (Forms 3 and 5), Robert Garcia (Forms 3 and 5)and Marvin Gibbons
(Forms 3 and 5). These late filings were due to their unfamiliarity with Rule
16a-3(a). ALL OF THE ABOVE NAMED PERSONS HAVE SINCE FILED THEIR RESPECTIVE FORMS
3, 4 AND 5. James Logan, a former officer and director of the registrant, was
delinquent in filing Forms 3 and 4.

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid to the Chief
Executive Officer and the four next highest paid officers of Oretech during the
fiscal year ended June 30, 2003. No person named below was employed by Oretech
in prior fiscal years.

                                       22





<PAGE>

<TABLE>
<CAPTION>
                                   SUMMARY COMPENSATION TABLE
                                   --------------------------
                  ANNUAL COMPENSATION                         LONG-TERM COMPENSATION
                  -------------------                         ----------------------
                                                        AWARDS                        PAYOUTS
                                                        ------                        -------
NAME                                                               SECURITIES
AND                                          OTHER    RESTRICTED   UNDERLYING                      ALL
PRINCIPAL                                    ANNUAL    STOCK        OPTIONS/       LTIP           OTHER
POSITION         YEAR   SALARY      BONUS    COMP.     AWARD(S)      SARS         PAYOUTS      COMPENSATION
--------         ----   ------      -----    -----     --------      ----         -------      ------------
<S>              <C>    <C>         <C>      <C>       <C>          <C>           <C>          <C>
Stephen D.
Cummins          2003   $ -0-

Francis C.
Hargarten        2003   $ -0-

Tom Blythe       2003   $ -0-

Jay W.
Hobson           2003   $ -0-

</TABLE>

        The Company has not entered into any employment agreements with
management personnel, no other executive officers or directors have employment
agreements.

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

         As of September 15, 2003, the following management personnel were
accruing annualized compensation of $100,000 or more per year: Stephen D.
Cummins $120,000 and Francis C. Hargarten $100,000.

DIRECTOR AND OFFICER LIABILITY AND INDEMNIFICATION
--------------------------------------------------

         The Nevada Domestic Corporation Laws ("NDCL") permit a Nevada
corporation to indemnify a director, officer, employee or agent for judgments or
settlements, as well as expenses in the context of third-party actions, if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interest of the corporation or, in the case of a
criminal action, had no reasonable cause to believe his conduct was unlawful.

         The NDCL grants express authority to a Nevada corporation to purchase
and maintain insurance for director and officer liability. Such insurance may be
purchased for any officer, director, employee or agent, regardless of whether
that individual is otherwise eligible for indemnification by the corporation.

         Article VIII of Oretech's Articles of Incorporation provides that a
director or officer of shall not be personally liable to Oretech or its
stockholders for damages for breach of fiduciary duty as a director or officer,
except for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, and provides that any modification or repeal of
Article VIII shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of Oretech for
acts or omissions prior to such repeal or modification.

         Article IX of Oretech's Articles of Incorporation provides that every
person who was or is a party, or is threatened to be made a party to, or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is the
legal representative, is or was a director or officer of Oretech, or is or was
serving at the request of Oretech as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada against all expenses,
liability and loss (including attorneys' fees, judgments, fines and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith.

         Oretech's Bylaws contain similar, redundant provisions regarding
indemnification in Article VII of the Bylaws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers or
persons controlling Oretech pursuant to the provisions of its Articles of
Incorporation or Bylaws, Oretech has been informed by counsel that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.

                                       23





<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of September 15, 2003, there were 32,560,572 shares of Oretech's
Common Stock issued and outstanding; and there were 165 holders of record and an
estimated 1,500 beneficial owners of our Common Stock. Each share of Common
Stock is entitled to one vote. There is no cumulative voting of shares of Common
Stock and stockholders have no preemptive rights. Oretech has never paid
dividends on its Common Stock and does not intend to in the future.

         The following table sets forth as of September 15, 2003, certain
information with respect to all persons or groups known by management to be
record or beneficial owners of more than 5% of the Oretech's outstanding Common
Stock, by each director of Oretech, each named executive officer and by all
current directors and executive officers as a group. Except as indicated in the
footnotes to the following table, the listed stockholders hold sole voting and
investment power over their respective shares. No shares of preferred stock have
been issued or are outstanding.

Name and Address of                        Amount and Nature of     Percent of
Beneficial Owner (1)(2)                    Beneficial Owner         Common Stock
-----------------------                    ----------------         ------------

H. Stephen Shehane (3)                        12,001,644            36.86%

Stephen D. Cummins                             4,000,000            12.28%

Francis C. Hargarten                           1,250,514             3.84%

Jay W. Hobson                                    250,000              ---% (4)

Tom Blythe                                       250,000              ---% (4)

Dr. Christopher Kiggins                          500,000             1.54%

Marvin Gibbons                                 1,020,651             3.13%

Robert Garcia                                    398,151             1.22%

Dennis Atkins                                    155,056              ---% (4)

All officers and directors,
As a group (9 persons)                       19,826,016             60.89 %
__________________

(1)      The Company believes that the beneficial owners of securities listed
         above, based on information furnished by such owners, have sole
         investment and voting power with respect to such shares, subject to
         community property laws where applicable. Beneficial ownership is
         determined in accordance with the rules of the Securities and Exchange
         Commission and generally includes voting or investment power with
         respect to securities. Shares of Stock subject to options or warrants
         currently exercisable, or exercisable within 60 days, are deemed
         outstanding for purposes of computing the percentage of any other
         person. The percentages above may not total due to rounding.
(2)      It is Oretech's policy not to disclose the home addresses of our
         management members or the home or business addresses of our board
         members. Therefore, Oretech elects to use its corporate address at 309
         State Docks Road, Phenix City, Alabama 36869 as the address for the
         persons named in the table above.
(3)      Shares held of record by H. Stephen Shehane & Wendy S. Shehane as Joint
         Tenants. Mr. Shehane is the beneficial owner of these shares.
(4)      Less than one percent (1%)

                                       24





<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Oretech requires that all material transactions with affiliates be made
on terms that are no less favorable to Oretech than those that can be obtained
from unaffiliated third parties. Such transactions must be approved by a
majority of Oretech's directors. For the year ended June 30, 2003, the following
transactions were made with affiliates of Oretech.

         As discussed in ITEM 2, above, Oretech is leasing its primary office
and processing facility from Blythe Metal Sources, Inc, which is owned by Tom
Blythe, our Vice President of Manufacturing and Engineering. Management is of
the opinion that the lease was negotiated in an arm's length manner and is
favorable to Oretech.

         As discussed in ITEM 1, above, Oretech obtained the exclusive rights
from PTI Ventures, LLC, a limited liability company, for commercial development
of its ore processing technology. PTI Ventures, LLC ("PTI") is a company
controlled by H. Phillip Shehane, our Deputy Chairman of the Board and a member
of our Board of Directors. The agreement with PTI requires Oretech to pay to PTI
a licensing fee of $2,000,000 per processing system in exchange for the
exclusive rights to the processing technology, plus a royalty fee of 15% of net
revenue generated under the process. Oretech and PTI are in the process of
renegotiating the terms of this agreement on terms that we will be more
favorable to Oretech.

         Management is of the opinion that the license agreement was negotiated
in an arm's length manner and is favorable to Oretech.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS

         The exhibit list in the Index to Exhibits on page 28 is incorporated
herein by reference as the list of exhibits required as part of this annual
report.

         (B)      REPORTS ON FORM 8-K FILED DURING THE FOURTH QUARTER OF 2003.

         During the fourth quarter covered by this Report, we filed or furnished
the following current reports on Form 8-K:

         (i) Current Report on Form 8-K dated April 1, 2003, reporting the
acquisition of Oretech Corporation;

         (ii) Current Report on Form 8-K dated September 27, 2002, but filed on
April 14, 2003, reporting the acquisition of assets from Pacific Rocky Mountain,
Inc. (which was previously reported on a Current Report on Form 8-K dated
September 27, 2002, but filed on October 8, 2002).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

         For fiscal 2003 and fiscal 2002, the aggregate fees billed or estimated
to be billed to us for professional services rendered by Rotenberg & Co., LLP
for the audit of our annual financial statements, review of financial statements
included in our Form 10-QSBs and for services normally provided by our
accountants in connection with statutory and regulatory filings or engagements
were $35,000 and $27,000, respectively.

                                       25





<PAGE>

AUDIT RELATED FEES

         For fiscal 2003 and fiscal 2002, the aggregate fees billed to us or
estimated to be billed to us for assurance and related services by Rotenberg &
Co., LLP that were reasonably related to the performance of the audit or review
of our financial statements and are not reported under "Audit Fees" above were
$13,000 and $ -0-, respectively. The nature of the services provided consisted
in both years of acquisition related assistance.

TAX FEES

         For fiscal 2003 and fiscal 2002, Rotenberg & Co., LLP did not bill us
for any fees for tax related matters.

ALL OTHER FEES

         For fiscal 2003 and fiscal 2002, there were no fees billed to us for
any other products or services provided by Rotenberg & Co., LLP, other than the
services reported above.

PRE-APPROVAL POLICY

         Pursuant to our Audit Committee Key Practices, we have a policy that
discourages the retention of our independent auditors for non-audit services. We
will not retain our independent auditors for non-audit work unless:

         o        in the opinion of senior management, the independent auditors
                  possess unique knowledge or technical expertise that is
                  superior to that of other potential providers;
         o        the approval of the Chair of the Audit Committee and the Chief
                  Financial Officer are obtained prior to the retention; and
         o        the retention will not affect the status of the auditors as
                  "independent accountants" under applicable rules of the SEC or
                  any exchange on which our common stock may be listed or
                  traded.

         The details regarding any engagement of the independent auditors for
non-audit services are provided promptly to the full Audit Committee. During
fiscal 2002 and fiscal 2003, all of the services of Rotenberg & Co., LLP for the
services described above under Audit Related Fees, Tax Fees and All Other Fees
were pre-approved by the Board of Directors, as Oretech did not have an Audit
Committee during those fiscal years. However, going forward, Oretech will impose
this pre-approval policy on its Audit Committee.

                                       26





<PAGE>

                                   SIGNATURES

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

                                                   Oretech, Inc.

                                                   /s/ Stephen D. Cummins
                                                    ---------------------
                                                    Stephen D. Cummins,
      Date: October 14, 2003                        Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

         Signature                     Title                          Date
         ---------                     -----                          ----

/s/ Stephen D. Cummins
____________________________   ______________________________   October 14, 2003
Stephen D. Cummins             Chairman of the Board
                               Chief Executive Officer and Director
                               (PRINCIPAL EXECUTIVE OFFICER)

/s/ H. Stephane Shehane
____________________________   ______________________________   October 14, 2003
H. Stephen Shehane             Deputy Chairman of the Board and
                                       Director

/s/ Francis C. Hargarten
____________________________   ______________________________   October 14, 2003
Francis C. Hargarten           President and Director

/s/ Jay W. Hobson
____________________________   ______________________________   October 14, 2003
Jay W. Hobson                  Vice President, Finance
                               (Principal Financial and
                                Accounting Officer)

/s/ Christopher Kiggins
____________________________   _______________________________  October 14, 2003
 Christopher Kiggins           Director

                                       27





<PAGE>

                                INDEX TO EXHIBITS

         Exhibit
            No.         Description
            ---         -----------

         2.1      Reorganization and Stock Purchase Agreement with Black
                  Stallion Management, Inc., effective January 31, 2000 (1)

         3(i)(1)  Certificate of Restated Articles of Incorporation of Digital
                  Bridge, Inc.(2)

         3(i)(2)  Certificate of Amendment to Articles of Incorporation dated
                  March 31, 2003 (3)

         3(ii)    Bylaws(6)

         10.1     Net Lease by and between Blythe Metals Sources, Inc.(Lessor)
                  and Oretech, Inc. (Lessee), dated July 18, 2003 (3)

         10.2     Asset Purchase Agreement between The Tantivy Group, Inc. and
                  Pacific Rocky Mountain, Inc. dated September 27, 2002. (4)

         10.3     Acquisition Agreement between The Tantivy Group, Inc. and
                  Oretech, Inc. dated as of March 31, 2003. (5)

         10.4     Sub-License Agreement between PTI Ventures, LLC and Oretech,
                  Inc. dated March 31, 2003 (3)

         21       Subsidiaries of the Company (3)

         99.1     Section 302 Certification of Principal Executive Officer(3)

         99.2     Section 302 Certification of Principal Financial Officer(3)

         99.3     Section 906 Certification of Principal Executive Officer(3)

         99.4     Section 906 Certification of Principal Financial Officer(3)

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

(1)      Filed herewith as an exhibit is Exhibit 2 to Oretech's Form 8-K dated
         February 9, 2000, and incorporated herein by reference.
(2)      Filed herewith as an exhibit is Exhibit 3(i)(1) to Oretech's Form
         10-KSB for the fiscal year ended June 30, 2000.
(3)      Filed herewith.
(4)      Filed herewith as an exhibit is Exhibit 2.5 to Oretech's Form 8-K dated
         September 27, 2002, and incorporated herein by reference.
(5)      Filed herewith as an exhibit is Exhibit A to Oretech's Form 8-K dated
         April 1, 2003, and incorporated herein by reference.
(6)      Filed herewith as an Exhibit is Exhibit 3 to Oretech's Form 10-SB12G
         Registration Statement (file number unavailable) dated July 19, 1999,
         and incorporated herein by reference.

                                       28