<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, 2004.

[ ]      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                                       88-0417771
      (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)

    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, 2004, WAS
$0.00.



<PAGE>

         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 30, 2004, WAS $11,227,912.
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 30, 2004, WAS 33,322,700.

         TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
                                                                  YES [ ] NO [X]

                             EXHIBIT INDEX: PAGE 45

                                  PAGE 1 OF ___



<PAGE>

                                     PART I

Item 1     Business                                                           3
                 General                                                      3
                 Historical Information                                       3
                 Business Development--Recent Milestones                      4
                 Products and Services                                        4
                 Sources of Feedstock; Targeted Reserves                      6
                 Precious Metals Market                                       6
                 Market Growth                                                8
                 Interesting Mining Facts                                     8
                 Competition                                                 11
                 Government Regulation                                       12
                 Research and Development                                    12
                 Patents, Intellectual Property and Licensing                13
                 Employees                                                   13
                 Risk Factors                                                13

Item 2     Properties                                                        15
Item 3     Legal Proceedings                                                 15
Item 4     Submission of Matters to a Vote of Security Holders               17

                                     PART II

Item 5     Market for Registrant's Common Equity and Related
             Shareholder Matters                                             17
Item 6     Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                       18
Item 7     Financial Statements                                              F-1
Item 8     Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosures                                       21
Item 8A    Controls and Procedures                                           21
Item 8B    Other Information                                                 21

                                    PART III

Item 9     Directors; Executive Officers, Promoters and Control Persons;
             Compliance with Section 16 (a) of the Exchange Act              22
Item 10    Executive Compensation                                            25
Item 11    Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                 26
Item 12    Certain Relationships and Related Transactions                    27
Item 13    Exhibits                                                          28
Item 14    Principal Accountant Fees and Services                            28

                                       2



<PAGE>

                                     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.

         HISTORICAL INFORMATION

         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 purportedly 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."

                                       3

<PAGE>

         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 certain indebtedness of
those subsidiaries. Oretech intends to spin-off its remaining 5% interest in
these four subsidiaries to Oretech stockholders in the future.

         BUSINESS DEVELOPMENT--RECENT MILESTONES

         Since June 30, 2003, Oretech has made significant achievements. The
first such achievement was the December 2003 acquisition of the Silver Plume and
Pittsburg mine sites located in the State of Colorado. As previously reported on
Oretech's Form 8-K Current Report filed on January 7, 2004, the properties were
acquired from Frontier Development, LLC in exchange for approximately $300,000
(including closing costs) in cash, the assumption of a promissory note in the
amount of $100,000 and 1,175,000 shares of Oretech common stock and 293,750
warrants to purchase Oretech common stock at $1.00 per share. The $300,000 in
cash was borrowed from a bank with the guarantees of Oretech's Deputy Chairman,
H. Stephen Shehane and another non-affiliated individual, each of whom received
10,500 shares of Oretech common stock for the signing the personal guarantees.
The fair value of the common stock and warrants issued to Frontier Development,
LLC were determined to be $1,731,656 based on a discount from trading prices due
to the restricted nature of the stock and the large amount of stock issued
relative to the trading volume. Oretech estimates that these two sites represent
up to 800,000 tons of above ground dump and tailings feedstock, which provide
certain assay values conducive to Oretech's extractive technology. A significant
amount of capital will have to be budgeted for these two mine sites. Management
is exploring several sources of potential debt and equity financing to fund
Oretech's operations with respect to these Colorado properties.

         In August 2004, Oretech, under guidance from PTI Ventures, LLC
personnel, began commissioning of the first commercial sized extraction
processing line. This machine represents an approximate 30 times scale-up from
the previous prototype line. While extractive results are under study for the
first lots of feedstock processed on the commercial line, Oretech is continuing
its operation and engineering refinement under the guidelines of PTI Ventures,
LLC. This step is required for determination of optimal processing parameters,
including requisite concentration circuits and flux formulae for several
different sources of feedstock. To date, Oretech has commenced initial
operations utilizing its internal source of feedstock from Colorado, along with
a third party source from Strong Ox, LLC in Utah. While preliminary operations
indicate the ability of the commercial line to handle increased volumes of
feedstock as compared to the PTI prototype, confirmation and verification of
extractive results will be forthcoming in the next few weeks.

         As previously announced in Oretech's press release on October 24, 2003,
Oretech's Deputy Chairman of the Board, H. Stephen Shehane, committed up to
$750,000 of his personal funds to be utilized by Oretech for purposes of
manufacturing, rigging and commissioning this first commercial sized extraction
processing line. Mr. Shehane's financial assistance in building this line is
greatly appreciated by management.

         Oretech is continuing its initial development efforts to process
feedstock from Utah provided by Strong Ox, LLC. At this time, Oretech is
awaiting extractive results to determine its best approach to the potential
economic recovery of both precious and base metal content from this source. In
the event that Oretech cannot economically recover the low quantity of precious
metal content in this feedstock , then other methods of extraction will be
considered along with possible alternative uses of its inherent base metal
content.

         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

                                       4



<PAGE>

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 consider
the processing of feedstocks obtained through environmental remediation and
electronic waste opportunities 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. The PTI proof
of concept model has successfully extracted gold and silver from various
feedstock, ore body samples and electronic waste.

         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 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, produces relatively harmless air emissions and causes minimal
environmental contamination, it is unlike conventional ore processing systems.
The Oretech Processing System is relatively energy efficient, as it requires
lower levels of energy to reach the high temperature gradients required to
effectively extract precious metals. The Oretech Process has potential ability
to extract metals in a useable form without the use of toxic chemicals and with
relatively minimal 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
electronic components and equipment waste. Electronic 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
wastes to be recovered into a copper or other metal matrix. Other non-mining
applications could include processing wastes from film processing or production
plants, where the recovery of high amounts of silver is likely.

         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 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

                                       5

<PAGE>

security. Mine-site systems will substantially (i) reduce freight costs
associated with transporting feedstock and (ii) time to market for our mineral
yield.

         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 2,000 pounds and 3,000 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 2005.

         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 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 precious metals
in the late 1800s and early 1900s utilized visible extraction processes,
focusing on the rich source of visible precious metal located in a vein.
Indigenous rock located near the veins, which can include valuable non-visible
or ionic precious content, were left behind and represent hundreds of thousands
of tons of potential feedstock.

         The Oretech Process was specifically developed to process highly
carbonaceous ore bodies in contrast to conventional technologies. However, the
Oretech Process has successfully processed head ore, dumps 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 reserve, 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.

                                       6

<PAGE>

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 $390 and $410.

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.

         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 2004, the daily price of silver ranged
between $4.50 and $6.11 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.

                                       7



<PAGE>

         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 2004, the price of Platinum ranged between
$850 and $970 per troy ounce.

         The average Palladium price increased for the fourth consecutive year.
Through the first 9 months of 2004, the price of Palladium ranged between $250
to $370 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.

         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.

                                       8

<PAGE>

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:

         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.

                                       9



<PAGE>

         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.

         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.

                                       10

<PAGE>

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. 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.

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;

                                       11



<PAGE>

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.

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, 2004.

                                       12



<PAGE>

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 30, 2004, Oretech had five 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:

         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.

                                       13

<PAGE>

         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.

         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.

                                       14

<PAGE>

         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 September 1, 2004.
Our monthly rental is $3,700 plus we pay maintenance and utilities.

         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 own certain mining properties in the State of Colorado. The Silver
Plume claim group is comprised of approximately 105 owned claims, 17 partially
owned claims and approximately 334 acres. The Pittsburg Mine is located on the
north side of the lower Russell Gulch near Central City, Colorado. Title to
these mines is held in the name of our wholly-owned subsidiary, Oretech
Holdings, Inc., a Colorado corporation.

ITEM 3.  LEGAL PROCEEDINGS

         Oretech is a party to the two material pending lawsuits and one
administrative proceeding described below.

         As previously reported in Oretech's Form 8-K Current Report filed on
July 9, 2004, Oretech filed a lawsuit against its former chief executive
officer, Stephen D. Cummins, and several other individuals and entities. This
lawsuit was filed on May 20, 2004, and is pending in the Superior Court of
Muscogee County, Georgia. The lawsuit seeks to recover damages and equitable
relief against the defendants, including the return and cancellation of a
substantial number of shares of Oretech common stock, which had been
inappropriately issued on the direction of Mr. Cummins.

         Subsequent to the filing of this lawsuit, Mr. Cummins agreed to return
or cause the return of the wrongfully issued shares. The following persons (all
of whom are defendants named in this lawsuit) have returned the number of shares
of common stock set forth opposite their respective names below:

                                       15



<PAGE>

         Name of Defendant/Shareholder      Number of Shares Returned to Oretech
         -----------------------------      ------------------------------------

         Duane & Suzi Cummins                           325,000 shares
         Jennifer Cummins                               425,000 shares
         Michael Cummins                                425,000 shares
         Karen L. Cummins                               125,000 shares
         Stephen D. Cummins                           1,458,000 shares
         Keith & Roberta Walden                          25,000 shares
         Cristi Leslie                                   50,000 shares
         Rob & Caroline Burnham                          50,000 shares
         Patrice Russell                                 25,000 shares
         Timothy Lagle                                   25,000 shares
         Robert Erickson                                 00,000 shares
         Ken Garner                                      25,000 shares
                                                     ------------------
                                     Total            3,058,000 shares

         Mr. Cummins has only returned a portion of the shares which he agreed
to return, so, on August 5, 2004, Oretech obtained a default judgment against
Stephen Cummins and the TIC Trust requiring them to surrender Oretech stock
certificates for 2,158,000 and 775,000 shares, respectively. As of the date of
this report, Mr. Cummins is still withholding 2,000,000 shares and the TIC Trust
is still withholding 775,000 shares in violation of the court order dated August
5, 2004.

         Oretech intends to vigorously pursue the return of the remaining shares
held by Stephen Cummins, the TIC Trust and certain other defendants. In
addition, Oretech will seek to obtain money judgments against such persons in
the future.

         On September 30, 2004, Oretech caused the 3,058,000 shares which had
been surrendered to it by Mr. Cummins and the other defendants to be cancelled
on the books of the Oretech with its stock transfer agent. The cancellation of
these shares reduced the number of issued and outstanding shares of Oretech
common stock by 3,058,000 shares (or 8.4 % of the outstanding shares).

         Oretech has placed an administrative hold on all of the shares that are
subject to this lawsuit so that none of the shares still outstanding in such
defendants' names can be transferred or otherwise disposed.

         The second pending lawsuit was filed by Oretech on January 22, 2004, in
the United States District Court for the District of Arizona. In this lawsuit,
Oretech sued Pacific Rocky Mountain, Inc., James E. Logan (a former chief
executive officer of Oretech) and William Yarno for breach of contract and fraud
in connection with Oretech's purported acquisition of assets from Pacific Rocky
Mountain, Inc.

         The lawsuit alleges that Pacific Rocky Mountain, Inc. misrepresented
its ownership of certain mining properties in California, which it either did
not own or failed to convey title to such properties to Oretech as required by
the contract between the parties.

         The suit seeks to recover approximately 5,000,000 (post the 1 for 10
reverse stock split in April 2003) shares of Oretech common stock issued as
consideration for the purchase of the assets. In addition, the lawsuit seeks to
recover money damages and punitive damages from the defendants.

         As the discovery process gets underway in this lawsuit, additional
defendants (former officers, directors and shareholders of Pacific Rocky
Mountain, Inc.) will be joined in the lawsuit. In the meantime, Oretech has
placed an administrative hold on all share certificates of the defendants and
other former officers, directors and shareholders of Pacific Rocky Mountain,
Inc., pending the resolution of this lawsuit.

         In December 2003, management reviewed the September 27, 2002
acquisition of the 13 mining claims in Hayfork, California from Pacific Rocky
Mountain, Inc. and determined that Oretech did not have clear title to the
properties for the reason that Pacific Rocky Mountain, Inc. did not own the
properties and/or failed to deliver clear title to same. Therefore, the carrying
amount of the investment would not be recoverable. The carrying value of
$121,658 was written off. In addition, management determined that they would

                                       16



<PAGE>

write off a related payable of $100,000 for the Hayfork mineral claims. The
$200,000 in goodwill booked in connection with the Pacific Rocky Mountain, Inc.
transaction was written off, as well.

         On June 24, 2004, the Internal Revenue Service filed a federal tax lien
against Oretech in the amount of $220,937.94. The lien relates back to unpaid
payroll taxes for the 2000 and 2001 calendar years. None of the current
management team members were officers or directors of Oretech during 2000 or
2001. The back taxes have been accrued by Oretech in such calendar years, so the
effect on Oretech's financial statements should not be material.

         Management is working with certain tax specialists to negotiate an
agreement with the Internal Revenue Service to settle or work out a long-term
payment program for the back taxes. While no such agreement has been reached to
date, our management is confident that such an agreement can be negotiated.

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

         We did not hold a shareholders' meeting during the fiscal year ended
June 30, 2004.

                                     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 one share for ten
shares reverse stock split effected during April 2003.

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

              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
              Quarter Ended September 30, 2003           $6.40       $ 2.10
              Quarter Ended December 31, 2003            $5.50       $ 2.10
              Quarter Ended March 31, 2004               $4.75       $ 2.00
              Quarter Ended June 30, 2004                $2.75       $ 1.66

On September 30, 2004, the closing bid price of the Oretech common stock was
$.65 per share.

Holders
-------

         As of September 30, 2004, there were approximately 329 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.

                                       17

<PAGE>

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

         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" and elsewhere in this Form 10-KSB.

         Overview
         --------

         Oretech management intends to continue the pursuit of several
complimentary goals which should enhance our ability to achieve success. Our
primary focus will be to improve operational performance of our recently
completed, upscaled version of the original PTI beta unit. Our goal is to
achieve consistent performance from this machine, while at the same time
maximizing the amount of precious metal extracted from various head ore, dumps
or tailings processed. Additional capital is being solicited to provide the
required handling equipment which will be necessary to support this machine as
it is transformed into a production unit.

         The power supply and cooling system which support this upscaled unit
can accommodate at least one additional unit, thus greatly increasing our
production capacity.

         A complimentary goal which also maintains management's focus is the
development and exploitations of the substantial inventory of above ground
feedstock acquired through the acquisition of the mining properties in Colorado
from Frontier Development, LLC. The Silver Plume claim group is comprised of
approximately 105 owned claims, 17 partially owned claims and approximately 334
acres of land. The Pittsburg Mine is located on the north side of the lower
Russell Gulch near Central City, Colorado. Oretech is currently considering
several different concentration circuits, which will provide substantial
benefication of feedstock prior to shipping materials to Alabama for the Oretech
extraction process.

         Once Oretech is confident of the process parameters of the Oretech
technology, it plans to locate an operating unit at the site of the Colorado
properties in order to eliminate the cost of handling and freight to transport
feedstock to Alabama, having a greatly enhanced improvement to our profit
margins. This unit will be built after our existing unit located at our plant in
Phenix City, Alabama is fully operational and performing to our expectations.

         Oretech will continue to develop relationships with third party sources
to process their feedstock at an agreed upon rate favorable to both parties.
This would include both mining sources of feedstock and third party sources for
non-mining feedstock such as electronic waste.

         Oretech also maintains a close relationship with Frontier Development,
LLC, and under terms of the acquisition agreement of the Colorado properties,
retains certain rights for possible other property acquisitions in the Central
City, Colorado area. Properties close in proximity to Central City proper offer
the potential for considerable commercial and residential development.
Management believes if this opportunity could be exploited, it would possibly
further shareholder value.

         In line with this, management feels the Oretech Process offers a means
to provide certain environmental remediation potential for certain above ground
materials which could be leading to acid run-off. In this case, properties with
the potential for development, which include these materials, would be processed
for possible precious metal extraction and also potentially eliminate the
generation of acid run-off. These properties would then be better suited for
further development.

                                       18



<PAGE>

         Of course, the growth and development previously mentioned requires
investment capital. As Oretech continues to operate and complete its
understanding of the Oretech Process, in a more routine manner, revenue streams
will begin. This achievement, which also validates our process, will provide an
incentive for additional investors to consider Oretech's need for additional
capital investment.

RESULTS OF OPERATIONS

Revenues and Cost of Sales
--------------------------

Oretech has generated no revenues from inception and through the fiscal year
ended June 30, 2004 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,
2004 totaled $0 because the Company is in the Development stage and has not yet
started production.

Operating Expenses
------------------

Professional Fees for the fiscal year ended June 30, 2004 totaled $219,967,
which consisted primarily of legal, accounting and stock transfer fees.
Professional fees for the fiscal year ended June 30, 2003 totaled $67,875.

Other expenses for the fiscal year ended June 30, 2004 totaled $162,456 and
consisted primarily of rent, utilities, and bank fees. Other expenses for the
fiscal year ended June 30, 2003 were $13,441.

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.

As of June 30, 2004, the Company had raised $184,325 through private placement
issuances of 151,650 shares of restricted stock and 54,000 warrants. Subsequent
to June 30, 2004, the Company has sold an additional 245,480 shares of
restricted stock for $105,515. The Company has used these funds for
administrative expenses, as well as the purchase of property and equipment. The
Company has also borrowed funds from shareholders and employees. At this time,
our cash flow is entirely dependent upon the sale of restricted stock and funds
loaned by shareholders and employees.

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, 2004.

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.

                                       19



<PAGE>

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.

                                       20



<PAGE>

ITEM 7. FINANCIAL STATEMENTS

ORETECH, INC. and Subsidiaries
(A Development Stage Company)
Phenix City, Alabama

------------------------------
FINANCIAL REPORTS
AT
JUNE 30, 2004
------------------------------

ORETECH, INC. and Subsidiaries
(A Development Stage Company)
Phenix City, Alabama

TABLE OF CONTENTS
--------------------------------------------------------------------------------
Reports of Independent Registered Public Accounting Firms               F-1, F-2

Consolidated Balance Sheets at June 30, 2004, and 2003                       F-3

Consolidated Statements of Operations for the Two Years Ended                F-4
June 30, 2004, and 2003, and for the period from inception
(June 11, 2001) through June 30, 2004

Consolidated Statements of Changes in Stockholders' Equity                   F-5
for the Two Years ended June 30, 2004, and 2003

Consolidated Statements of Cash Flows for the Two Years Ended                F-6
June 30, 2004, and 2003, and for the period from inception
(June 11, 2001) through June 30, 2004

Notes to Consolidated Financial Statements                            F-7 - F-15
-------------------------------------------------------------------------------

         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
Oretech, Inc.

We have audited the accompanying consolidated balance sheet of Oretech, Inc as
of June 30, 2004 and the related consolidated statements of operations, changes
in stockholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oretech Inc. as of June 30,
2004 and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company had negative working capital of $1,530,026 at June 30,
2004 and had incurred a net loss of $2,072,317. These factors, as discussed in
Note 3 to the financial statements, raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Evans Gaither & Associates PLLC
Evans Gaither & Associates PLLC
October 7, 2004
Oklahoma City, Oklahoma

                                       F-1



<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 sheet of Oretech, Inc.
(formerly The Tantivy Group, Inc.) and Subsidiaries as of June 30, 2003, and the
related consolidated statements of operations, changes in stockholders' deficit,
and cash flows for the year then ended and 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oretech, Inc. (formerly The
Tantivy Group, Inc.) and Subsidiaries as of June 30, 2003 and the results of its
operations and its cash flows for the year then ended and 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 shown in 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 3. 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-2



<PAGE>

                         ORETECH, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS

                                                        June 30,      June 30,
                                                          2004          2003
                                                      ------------  ------------

CURRENT ASSETS
     Cash and Cash Equivalents                        $     1,450   $     3,306
     Prepaid  Expenses                                         --         2,675
                                                      ------------  ------------

          Total  Current Assets                             1,450         5,981

OTHER ASSETS
     Note Receivable                                           --        12,000
     Property, Plant & Equipment,
        net of Accumulated Depreciation                    11,649            --
     Mining Property and Claims                         2,129,989       121,659
     Goodwill                                                  --       200,000
                                                      ------------  ------------

          Total Assets                                $ 2,143,088   $   339,640
                                                      ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts Payable and Accrued Expenses              $    98,914   $   159,492
   Notes Payable - Due Within One Year                    758,980        72,701
   Accrued expenses                                        33,436            --
   Settlement Payable                                          --       221,500
   Liabilities assumed from businesses acquired           452,108       633,488
   Liabilities of Business Transferred                    188,040            --
                                                      ------------  ------------

          Total Current Liabilities                     1,531,478     1,087,181

OTHER LIABILITIES
    Notes Payable - Due After One Year                     52,400       149,789
                                                      ------------  ------------

          Total Liabilities                             1,583,878     1,236,970

STOCKHOLDERS' EQUITY
     Common stock - $.001 Par Value,
        200,000,000 shares
        authorized, 36,134,251 and
        32,057,310 shares issued and
        outstanding at June 30, 2004
        and June 30, 2003 respectively                     36,134        32,057
     Additional Paid in Capital                         3,985,894       676,447
     Deferred Professional Fees                           (36,750)     (252,083)
     Deficit Accumulated During the
        Development Stage                              (3,426,068)   (1,353,751)
                                                      ------------  ------------

          Total Stockholders' Equity  / (Deficit)         559,210      (897,330)
                                                      ------------  ------------

          Total Liabilities and Stockholders' Equity  $ 2,143,088   $   339,640
                                                      ============  ============

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

                                      F-3



<PAGE>

<TABLE>
                                   ORETECH, INC. AND SUBSIDIARIES
                                   (A DEVELOPMENT STAGE COMPANY)
                               CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                          From
                                                              Year ended            Date of Inception
                                                      -----------------------------  (June 11, 2001)
                                                        June 30,        June 30,         through
                                                          2004            2003        June 30, 2004
                                                      -------------   -------------   -------------

<S>                                                   <C>             <C>             <C>
REVENUES                                              $         --    $         --    $         --

GENERAL AND ADMINISTRATIVE EXPENSES
Wages                                                      784,900              --         784,900
Amortization of Deferred Professional Fees                 343,833              --         366,750
Consulting Fees                                            129,549              --         129,549
Depreciation                                                 1,492              --           1,492
Costs to Acquire Tantivy                                        --       1,672,735       1,672,735
Insurance                                                   42,059              --          42,059
Professional Fees                                          219,967          67,875         290,884
Other Expense                                              162,456          13,441         175,897
Impairment of Goodwill and Mining Properties               221,658              --         221,658
Settlement of Obligation of Related Party                  225,000              --         225,000
                                                      -------------   -------------   -------------
Total General and Administrative Expenses                2,130,913       1,754,051       3,910,923

Net Loss Before Other Income and Expenses               (2,130,913)     (1,754,051)     (3,910,923)

OTHER INCOME AND EXPENSES
(Interest Expense) net of Interest Income                  (71,352)         (5,319)        (76,671)
Gain on Restructure / Settlement of Debt                   129,948         431,578         561,526
                                                      -------------   -------------   -------------
Net (Loss)                                            $ (2,072,317)   $ (1,327,792)   $ (3,426,068)
                                                      =============   =============   =============

Earnings (Loss) Per Common Share, Basic and Diluted          (0.06)          (0.05)          (0.13)
                                                      =============   =============   =============

Weighted Average Common Shares Outstanding             33,631,901     27,450,187      27,066,504
                                                      =============   =============   =============

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

                                                F-4
</TABLE>


<PAGE>

<TABLE>
                                                ORETECH, INC. AND SUBSIDIARIES
                                                 (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                     FROM JUNE 11, 2001 (INCEPTION) THROUGH JUNE 30, 2004

                                                                                                    Deficit
                                                                                                  Accumulated        Total
                                                 Common Stock        Additional      Deferred      During the    Stockholders'
                                         -------------------------    Paid-In      Professional    Development      Equity /
                                            Shares       Amount       Capital          Fees           Stage        (Deficit)
                                         -----------  ------------  ------------   ------------   ------------   ------------
<S>                                      <C>          <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 -
   Unexercised                                   --            --       275,000             --             --        275,000

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

Deferred Compensation                            --            --            --       (252,083)            --       (252,083)

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

Balance, June 30, 2003                   32,057,310        32,057       676,447       (252,083)    (1,353,751)      (897,330)

Shares Granted for Services                 100,000           100        54,900             --             --         55,000

Exercise of Options                         500,000           500            --             --             --            500

Units Sold in Private Placement
   Offering                                  54,000            54       277,776             --             --        277,830

Equity Financing Costs - Private
   Placement                                     --            --      (142,830)            --             --       (142,830)

Shares Issued for Equipment and
   Services                                   2,650             3         8,159             --             --          8,162

Shares Issued for Acquisition
   of Mineral1 Claim                        175,000         1,175     1,730,481             --             --      1,731,656

Shares Issued for Settlement of
   Obligation of Related Pay                 54,878            55       224,945             --             --        225,000

Shares Issued for Guarantee of Debt          21,000            21        73,479             --             --         73,500

Shares Issued in Settlement of Debt         308,000           308       153,692             --             --        154,000

Shares Granted for Officer & Director
   Compensation                           1,060,000         1,060       528,940             --             --        530,000

Shares Granted for Bonuses                  160,000           160        79,840             --             --         80,000

Shares Issued in Settlement of
   Accrued Expenses                          93,624            93        46,719             --             --         46,812

Shares Issued in Settlement of
   Obligation                                50,000            50        24,950             --             --         25,000

Shares Sold in Private Placement             97,650            98        48,727             --             --         48,825

Shares Granted for Officer & Director
   Compensation                             289,800           290       144,610             --             --        144,900

Shares Issued for Services                   30,339            30        15,139             --             --         15,169

Shares Issued for Services                   80,000            80        39,920             --             --         40,000

Deferred Compensation Additions                  --            --            --       (128,500)            --       (128,500)

Deferred Compensation Amortization               --            --            --        343,833             --        343,833

Net Loss - July 1, 2003
   to June 30, 2004                              --            --            --             --     (2,072,317)    (2,072,317)
                                         -----------  ------------  ------------   ------------   ------------   ------------

Balance June 30, 2004                    36,134,251   $    36,134   $ 3,985,894    $   (36,750)   $(3,426,068)   $   559,210
                                         ===========  ============  ============   ============   ============   ============

(A) Reflects the 1 for 10 reverse stock split effective 4/1/03.

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

                                                            F-5
</TABLE>



<PAGE>

<TABLE>
                                           ORETECH, INC. AND SUBSIDIARIES
                                            (A DEVELOPMENT STAGE COMPANY)
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                         From
                                                                                                   Date of Inception
                                                                                                    (June 11, 2001)
                                                               For the             For the             through
                                                              Year Ended          Year Ended           June 30,
                                                             June 30, 2004       June 30, 2003           2004
                                                             -------------       -------------     -----------------

<S>                                                           <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                      $(2,072,317)       $(1,327,792)        $(3,426,068)
  Adjustments to Reconcile Net Income to
     Net Cash Flows from Operating Activities:
Costs to Acquire Subsidiary                                            --          1,672,735           1,672,735
Amortization of Deferred Professional Fees                        343,833             22,917             392,709
Common Stock Issued for  Compensation                             818,231                 --             818,231
(Gain) Loss on Restructure of Debt                               (129,948)          (431,578)           (561,526)
Common Stock Issued for Services                                   46,812                 --              46,812
Issue debt for Services                                            57,400                 --              57,400
Common Stock Issued for Settlement of
     Obligation of Related Party                                  225,000                 --             225,000
Impairment of Goodwill and Mining Properties                      221,658                 --             221,658
Depreciation                                                        1,492                 --               1,492
  Changes in Assets and Liabilities:
Prepaid Expenses                                                    2,675                 --                  --
Other Assets                                                       18,660            (14,675)                 --
Accounts Payable and Accrued Expenses                              80,773             48,684             136,117
                                                              ------------       ------------        ------------

          Total Adjustments                                     1,686,586          1,298,083           3,010,628
                                                              ------------       ------------        ------------

          Net Cash Flows from Operating Activities               (385,731)           (29,709)           (415,440)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment                        (311,473)                --            (311,473)
                                                              ------------       ------------        ------------

          Net Cash Flows from Investing Activities               (311,473)                --            (311,473)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Borrowings                                  (51,573)                --             (51,573)
Proceeds from Borrowings                                          562,595             33,015             595,610
Proceeds from Units Sold in Private Placement                     184,325                 --             184,325
Decrease in Note Receivable
                                                              ------------       ------------        ------------

         Net Cash Flows from Financing Activities                 695,348             33,015             728,363

Net Increase (Decrease) in Cash and Cash Equivalents               (1,856)             3,306               1,450

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

Cash and Cash Equivalents at End of Period                    $     1,450        $     3,306         $     1,450
                                                              ============       ============        ============

Supplemental Cash Flow Information:
-----------------------------------
Cash Paid for Interest                                        $    12,364        $        --         $    12,364

Noncash Investing and Financing Activities:
-------------------------------------------
Common Stock Issued for  Compensation                             818,231                                818,231
Note Payable Issued to Finance Restructure of Debt                                10,000                  10,000
Reduction of Liability in Restructure of Debt                     129,948        431,578                 561,526
Common Stock Issued for Acquisition of Mining Properties        1,731,656                              1,731,656
Stock Issued for Settlement of Obligation of Related Party        225,000                                225,000
Note Issued for Acquisition of Mining Property                    100,000                                100,000
Common Stock Issued for Services                                   46,812                                 46,812
Stock Options issued for Consulting Services                                     275,000                 275,000
Common Stock Issued for Settlement of Debt                         79,533                                 79,533
Common Stock Issued for Debt Guaranty                              73,500                                 73,500
Note issued for Services                                           57,400                                 57,400

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

                                                      F-6
</TABLE>

<PAGE>

ORETECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

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 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 reverse acquisition transaction with Pacific Rocky
         Mountain Inc. which purportedly owned ore and mine tailings.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPALS 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.

         CASH AND CASH EQUIVALENTS - Cash and cash equivalents consist primarily
         of cash on deposit or certificates of deposit purchased with original
         maturities of three months or less.

         FAIR VALUE OF FINANCIAL INSTRUMENTS - The recorded amounts of financial
         instruments including cash and cash equivalents, accounts payable and
         accrued expenses approximate the carrying value because of the
         relatively short maturity of these instruments. The recorded amount of
         long-term debt approximates fair value based on current market rates
         for similar instruments of comparable maturity.

         LONG - LIVED ASSETS - Long - lived assets 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 costs to dispose. As of
         June 30, 2004, management expects its long - lived assets to be fully
         recoverable.

                                       F-7

<PAGE>

         GOODWILL - Oretech adopted SFAS No. 142, "Goodwill and Other Intangible
         Assets" in 2002 whereby goodwill and indefinite lived intangible assets
         are not amortized but are reviewed annually for impairment. During 2003
         management determined that the goodwill recorded was not recoverable
         and wrote down the carrying amount to zero.

         PROPERTY & EQUIPMENT - Property and equipment are stated at cost.
         Depreciation is computed primarily using the straight-line method over
         the estimated useful lives of the related assets as follows:

         Software                               3 years
         Computers and equipment                5 years
         Furniture and fixtures                 7 years
         Leasehold improvements                 Shorter of estimated life of
                                                 improvement or the lease term

         REVENUE RECOGNITION - Oretech has no significant revenues from
         operations as it is currently in the development stage.

         INCOME TAXES - The Company follows the liability method of accounting
         for income taxes. Under the liability method, deferred income taxes are
         provided on temporary differences between the tax basis of an asset or
         liability and its reported amount in the consolidated financial
         statements and carryforwards that will result in taxable or deductible
         amounts in future years. Deferred income tax assets or liabilities are
         determined by applying the presently enacted tax rates and laws.
         Additionally, the Company provides a valuation allowance on deferred
         tax assets if, based on the weight of available evidence, it is more
         likely than not that some portion or all of the deferred tax assets
         will not be realized. Loss per common share - Loss per common share is
         calculated based on the weighted average number of shares outstanding
         during the year, including common shares issuable without additional
         consideration. Basic and diluted loss per share were the same for the
         years ended June 30, 2004 and 2003 because the common stock warrants
         were not dilutive.

         STOCK OPTIONS AND WARRANTS - Oretech accounts for stock options and
         warrants in accordance with the provisions of SFAS N. 123 "Accounting
         for Stock-Based Compensation". SFAS No. 123 prescribes accounting and
         reporting standards for all stock-based compensation plans, including
         employee stock options, restricted stock, employee stock purchase plans
         and stock appreciation rights. SFAS No. 123 requires compensation
         expense to be recorded (i) using the new fair value method or (ii)
         using the existing accounting rules prescribed by Accounting Principles
         Board Opinion No. 25, "Accounting for stock issued to employees" (APB
         25) and related interpretations with proforma disclosure of what net
         income and earnings per share would have been had the Company adopted
         the new fair value method. The Company has chosen to account for
         stock-based compensation using Accounting Principles Board Opinion No.
         25, "Accounting for Stock Issued to Employees" and has adopted the
         disclosure only provisions of SFAS 123. Accordingly, compensation cost
         for stock options is measured as the excess, if any, of the quoted
         market price of the Company's stock at the date of the grant over the
         amount an employee is required to pay for the stock.

         The Company accounts for stock-based compensation issued to
         non-employees and consultants in accordance with the provisions of SFAS
         123 and the Emerging Issues Task Force consensus in Issue No. 96-18,
         "Accounting for Equity Instruments that are Issued to Other Than
         Employees for Acquiring or in Conjunction with Selling, Goods or
         Services". Valuation of shares for services is based on the estimated
         fair market value of the shares issued.

                                       F-8



<PAGE>

         As of June 30, 2004, the Company does not have any stock based
         compensation options for share purchase or warrants outstanding.

         USE OF ESTIMATES - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect certain
         reported amounts and disclosures; accordingly, actual results could
         differ from those estimates.

         RECENT PRONOUNCEMENTS - In December 2003, the SEC issued Staff
         Accounting Bulletin ("SAB") No. 104, Revenue Recognition. This SAB
         revises or rescinds portions of the revenue recognition interpretive
         guidance included in SAB codifications to make it consistent with
         current authoritative accounting guidance. The principal revisions
         relate to revenue recognition guidance no longer necessary due to
         developments in U. S. generally accepted accounting principles. The
         pronouncement had no impact on Oretech.

         The Financial Accounting Standards Board Interpretation No. 46 (revised
         December 2003) Consolidation of Variable Interest Entities, An
         Interpretation of Accounting Research Bulletin No. 51, addresses
         consolidation by business enterprises of variable interest entities.
         Oretech has no variable interest entities and accordingly this
         interpretation had no impact on the historical financial statements.

         Certain amounts in the prior year financial statements have been
         reclassified to conform with the current year presentation.

NOTE 3 - LIQUIDITY AND 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 a deficit in
         working capital of $1,530,028 as of June 30, 2004 and has incurred
         losses during the development stage of $3,426,068. 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 proprietary process for the
         extraction of precious metals from the known mined ore and tailings
         located in its 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.

         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 and other necessary financing. The financial statements do not
         include any adjustments relating to the recoverability and
         classification of recorded asset amounts or amounts and classification
         of liabilities that might be necessary should the Company be unable to
         continue in existence.

         Management of Oretech is currently seeking additional equity or debt
         financing which would provide the funds to enable Oretech to utilize
         the ore processing technology on the raw materials located at its
         mining properties and those which may be acquired.

                                      F-9



<PAGE>

         Execution of the Company's strategy will require significant capital to
         fund capital expenditures, working capital needs, debt service and the
         cash flow deficits generated by operating losses. Current cash balances
         will not be sufficient to fund the Company's current business plan.
         There can be no assurance that the Company will be able to raise
         additional capital on satisfactory terms or at all.

NOTE 4 - BUSINESS COMBINATION

         The consolidated financial statements 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 The
         Tantivy Group, Inc. ("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
         Stockholders Equity. 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.

         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 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. 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. Oretech Corp. is
         deemed the acquirer in the transaction.

NOTE 5 - RELATED PARTIES

         Oretech has an exclusive sub-license from PTI Ventures, LLC ("PTI") to
         commercialize a new, ore and minerals 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. Terms
         of the agreement require Oretech to pay 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 equal to 15% of
         net revenue generated under the process. PTI is to provide a processing
         system with the capacity to process up to Two Thousand (2000 lbs.)
         pounds of ore per hour. PTI retains the right to process ore under
         pre-existing contracts and retains the right to process minerals and
         mineral rights controlled by it. In addition the agreement provides
         that Oretech will exclusively contract with PTI for the manufacture,
         commission and operation of all Oretech processing systems commissioned
         by PTI.

         PTI is a privately held Georgia limited liability company. The managing
         member of PTI is Stephen Shehane, the Deputy chairman of the Oretech
         Board of Directors. Oretech provides office and production space to PTI
         at no charge.

         PTI has not yet completed testing and has not delivered a unit capable
         of processing 2000 lbs of ore per hour. Oretech is currently
         negotiating a Technology Assignment Agreement with Stephen Shehane
         whereby Shehane would assign the precious metals extraction technology
         directly to Oretech in return for Oretech assuming all liabilities of
         PTI incurred in development of the Technology. As of June 30, 2004 PTI

                                      F-10


<PAGE>

         had unaudited liabilities of approximately $1,600,000 of which
         approximately $975,000 is payable to Stephen Shehane and his parents,
         and approximately $125,000 is payable to Fran Hargarten the CEO of
         Oretech. Management is not able to predict the ultimate outcome of
         these negotiations.

         Oretech entered into a one year operating lease agreement that
         commenced on August 1, 2003 for its corporate offices and warehouse
         space. Terms of the agreement require Oretech to pay monthly rent in
         the amount of $3,500 plus all utilities, insurance, and repairs and
         maintenance. Pursuant to the lease terms the lease was extended for an
         additional one year period with monthly rental payments of $3,700 as of
         August 1, 2004. The landlord is Blythe Metal Sources, Inc., which is
         owned by Tom Blythe, Oretech's Vice President of Manufacturing and
         Engineering.

NOTE 6 - PRIVATE PLACEMENT OFFERING

         Oretech initiated a private placement offering for accredited investors
         during September 2003 with a maximum of 1,000,000 private placement
         units at a cost of $5.00 per unit. Each unit is comprised of two shares
         of Oretech common stock, one Class A warrant with an exercise price of
         $1.75, and one Class B warrant with and exercise price of $2.00. The
         minimum purchase is 2,000 units or $10,000. The warrants expire one
         year from the date of purchase of the unit(s). This offering was closed
         effective March 1, 2004.

         During September 2003, accredited investors purchased 7,000 units for
         $35,000. The common stock and warrants were recorded at their fair
         value totaling $72,030. Equity financing costs in the amount of $37,030
         were recorded in the transaction. In November 2003 Oretech's Deputy
         Chairman purchased 20,000 units for $100,000. The common stock and
         warrants were recorded at their fair value totaling $205,800. Equity
         financing costs in the amount of $105,800 were recorded in the
         transaction. Fair market value of the warrants was determined using a
         Black-Scholes pricing model.

         Oretech initiated another private placement offering on March 1, 2004.
         Oretech is offering a maximum of 5,000,000 shares of its common stock
         at a subscription price of $.50 per share. The minimum purchase is
         10,000 shares, or $5,000.

NOTE 7 - ACQUISITION OF MINING PROPERTIES

         On December 31, 2003 Oretech completed an asset purchase agreement with
         an unrelated entity to acquire mining claims, located in Colorado.
         Historically the mines yielded silver, lead, gold, zinc, and other
         strategic and precious metals. The consideration paid for these two
         mining properties, including closing costs, consisted of $300,000 in
         cash, the assumption of a promissory note in the amount of $100,000 due
         on March 31, 2004 plus the issuance of 1,175,000 shares of common stock
         and 293,750 warrants to purchase Oretech common stock at an exercise
         price of $1.00 per share. The warrants are exercisable for three years.
         The $300,000 in cash was borrowed from a bank with the guarantees of
         Oretech's Deputy Chairman, H. Stephen Shehane, and another
         non-affiliated individual, each of whom received 10,500 shares of
         Oretech common stock for signing the guarantee. The fair value of the
         stock and warrants issued were determined to be $1,731,656 based on a
         discount from trading prices due to the restricted nature of the stock
         and the large amount of stock issued relative to the trading volume.

                                      F-11


<PAGE>

         In addition, Oretech can be required to acquire additional mining
         properties, subject to being able to acquire clear title. If the seller
         is able to acquire clear title to the properties, then Oretech will pay
         up to $18,750 in cash, 75,000 shares of common stock and 18,750
         warrants.

         Pursuant to the asset purchase agreement, Oretech also entered into a
         consulting agreement with a member of the selling group. The agreement
         calls for 60 monthly payments of $5,000 per month and became effective
         upon closing of the agreement. Prior to closing, Oretech had paid
         $31,900 in advance on the consulting agreement. This agreement was
         terminated by Oretech for non-performance on June 30, 2004.

NOTE 8 - TRANSFER OF SUBSIDIARIES

         Effective October 2003, Oretech entered into an agreement to sell 95%
         of the stock of its subsidiaries, Online Television Network Services,
         Inc., Tantivy Entertainment, Inc., Tantivy Technologies, Inc., and
         Tantivy Sciences, Inc. The purchase price consisted of the assumption
         of debt by the buyer, a member of management of the former Tantivy
         Group Inc. The total amount of debt assumed by the buyer was $188,040.
         Because the buyer is a thinly capitalized entity without any other
         source of revenues, Oretech has not recognized the reduction of
         liabilities on its books. The liabilities assumed are shown on the
         balance sheet as liabilities of business transferred. When the
         liabilities are paid, settled or otherwise resolved by the buyer,
         Oretech will recognize a gain on sale of the businesses transferred.

NOTE 9 - NOTES PAYABLE

         Notes payable at June 30, 2004 consisted of:

         (a)      $84,132 note payable (original amount of $100,000) to an
                  individual. Note is payable in monthly payments of $3,691,
                  including interest at 12% per annum, through April 2006. The
                  note is convertible into common stock of Oretech at the option
                  of the holder. The number of shares the note holder would
                  received is equal to the amount of outstanding debt divided by
                  eighty percent (80%) of the price of the Oretech stock at the
                  date of conversion. No payments have been made subsequent to
                  February 2004.

         (b)      $67,000 note payable to third parties bearing interest at
                  6.5%. Interest is payable quarterly until maturity in June
                  2005. Principal is due at maturity. The note is convertible
                  into common stock of Oretech at a price of one share for each
                  $4.00 of principal and accrued interest at the option of the
                  holder. No interest payments have been made since March 2004.

         (c)      $10,000 note payable to a shareholder with interest at a rate
                  of 6.5% per annum. The note is due on demand. No interest or
                  principal payments were made in 2004.

         (d)      $52,400 payable to a third party bearing interest at 6.5% per
                  annum. Interest is payable quarterly and the principal is
                  payable at maturity on September 1, 2005. The note is
                  convertible by the holder, to common stock of Oretech at a
                  conversion price of one share for each $2.50 of principal and
                  accrued interest. No interest payments were made during 2004.

         (e)      $349,750 due to a bank with interest payable monthly at a rate
                  of 1.5% above prime with a floor of 5.5%. Principal is due at
                  maturity on December 30, 2004. The note is guaranteed by the
                  deputy chairman of the board and another individual.

                                      F-12


<PAGE>

         (f)      $123,098 of which $116,736 is payable to the deputy chairman
                  of the board, $1,800 payable to the chairman and president and
                  $4,562 is payable to the chief financial officer. Interest
                  accrues at 6.5% and the amount is due on demand.

         (g)      $95,000 payable assumed in the mining properties acquisition,
                  collateralized by the mining properties. Principal of $63,000
                  was due on March 31, 2004 of which only $5,000 was paid,
                  therefore the loan is currently in default. In August 2004
                  Oretech made a payment of $10,000 on this note. Interest
                  accrues at $1,065 per month on this portion of the note. No
                  interest payments have been made subsequent to April 2004. The
                  remaining $37,000 accrues interest at 10% per annum and is
                  payable in monthly installments of $1,000 commencing May 1,
                  2004 until paid in full. No amounts have been paid on this
                  portion of the note.

         (h)      $30,000 payable on January 31, 2005 to the chairman, ceo and
                  president, the chief financial officer and a director.
                  Interest accrues at .5% above prime (4.5% Per annum at June
                  30, 2004), and is payable at maturity.

NOTE 10 - DEFERRED PROFESSIONAL FEES

         Deferred professional fees are $36,750 and $252,083 at June 30, 2004
         and 2003 respectively. The balance at June 30, 2003 represents the fair
         value of options on 500,000 shares of Oretech's common stock granted to
         its outside legal counsel in March and April 2003, net of amortization
         of $22,917. During the year ended June 30, 2004 Oretech issued and
         additional 100,000 shares of common stock to the attorney at a value of
         $55,000. The fair value of the options was determined using the Black
         Scholes model. The options were exercisable at par value and were
         exercised in september 2003. Also during the year ended June 30, 2004
         Oretech issued 21,000 shares of stock for a guarantee of company debt.
         The total value of the options granted and stock issued to legal
         counsel of $330,000 was amortized over 12 months and the total value of
         the shares issued for the guarantee of $73,500 is being amortized over
         12 months starting January 1, 2004. The total amortization incurred in
         the year ended June 30, 2004 was $343,833.

NOTE 11 - IMPAIRMENT OF ASSETS

         In December 2003, management reviewed the September 27, 2002
         acquisition of the 13 mining claims in Hayfork, California from Pacific
         Rocky Mountain, Inc. and determined that Oretech did not have clear
         title to the properties for the reason that Pacific Rocky Mountain,
         Inc. did not own the properties and/or failed to deliver clear title to
         same. Therefore, the carrying amount of the investment in the 13 mining
         claims in Hayfork, California would not be recoverable. The carrying
         value of $121,658 was written off. In addition, management determined
         that they would write off a related payable of $100,000 for the Hayfork
         mineral claims. The $200,000 in goodwill booked in connection with the
         Pacific Rocky Mountain, Inc. transaction was written off, as well.

NOTE 12 - INCOME TAXES

         Due to net losses, no provision for income taxes was necessary for 2004
         or 2003. The company's effective income tax rate on net loss differed
         from the federal statutory rate of 34% as follows at June 30:

                                      F-13



<PAGE>

                                                         2004           2003
                                                     ------------   ------------

         Income Taxes At Federal Statutory Rate      $  (704,588)   $  (460,275)
         Change in Valuation Allowance                   786,401        513,694
         Nondeductible Expenses                              250            190
         State Income Taxes, Net of Federal Benefit      (82,063)       (53,609)
                                                     ------------   ------------
                           Total Tax Expense         $        --    $        --
                                                     ============   ============

The Components of Deferred Income Tax
Assets Were as Follows At June 30:
                                                         2004           2003
                                                     ------------   ------------
         Deferred Income Tax Assets
            Basis Difference in Intangible Assets    $    71,454    $        --
            Net Operating Loss                         1,228,641        513,694
            Valuation Allowance                       (1,300,095)      (513,694)
                                                     ------------   ------------
            Net Deferred Income Tax Asset            $        --    $        --
                                                     ============   ============
         Increase in Valuation Allowance             $   786,401    $   513,694
                                                     ============   ============

         A valuation allowance is provided for deferred tax assets when it is
         more likely than not that some portion or all of the deferred tax
         assets will not be realized. At June 30, 2004, the company has a net
         operating loss carry forward of approximately $3,236,672 that will
         expire at various dates through 2027. As such carry forward can only be
         used to offset future taxable income of the company, management has
         provided a valuation allowance until it is more likely than not that
         taxable income will be generated.

NOTE 13 - LITIGATION

         On May 20, 2004 oretech filed a lawsuit against its former chairman and
         chief executive officer, Stephen D. Cummins, and several other
         individuals and entities. The lawsuit seeks to recover damages and
         equitable relief against the defendants, including the return and
         cancellation of a substantial number of shares of oretech common stock,
         which had been inappropriately issued on the direction of Mr. Cummins.
         Subsequent to the filing of this lawsuit, the defendants have returned
         3,058,000 shares.

         On August 5, 2004, Oretech obtained a default judgment against Stephen
         Cummins and the TIC Trust requiring them to surrender Oretech stock
         certificates for 2,158,000 and 775,000 shares, respectively. As of the
         date of this report, Mr. Cummins is still withholding 2,000,000 shares
         and the TIC Trust is still withholding 775,000 shares in violation of
         the court order dated August 5, 2004.

         Oretech intends to vigorously pursue the return of the remaining shares
         held by Stephen Cummins, the TIC Trust and certain other defendants. In
         addition, Oretech will seek to obtain money judgments against such
         persons in the future.

         On September 30, 2004, Oretech caused the 3,058,000 shares which had
         been surrendered to it by Mr. Cummins and the other defendants to be
         cancelled on the books of the Oretech with its stock transfer agent.
         The cancellation of these shares reduced the number of issued and
         outstanding shares of oretech common stock by 3,058,000 shares (or 8.4%
         of the outstanding shares).

         On January 22, 2004 Oretech sued Pacific Rocky Mountain, Inc., James E.
         Logan (a former chief executive officer of Oretech) and William Yarno
         for breach of contract and fraud in connection with Oretech's purported
         acquisition of assets from Pacific Rocky Mountain, Inc.

         The lawsuit alleges that Pacific Rocky Mountain, Inc. misrepresented
         its ownership of certain mining properties in California, which it
         either did not own or failed to convey title to such properties to
         oretech as required by the contract between the parties.

                                      F-14



<PAGE>

         The suit seeks to recover approximately 5,000,000 (post the 1 for 10
         reverse stock split in April 2003) shares of Oretech common stock
         issued as consideration for the purchase of the assets. In addition,
         the lawsuit seeks to recover money damages and punitive damages from
         the defendants.

         Oretech has placed an administrative hold on all share certificates of
         the defendants and other former officers, directors and shareholders of
         Pacific Rocky Mountain, Inc., pending the resolution of this lawsuit.

         On June 24, 2004, the Internal Revenue Service filed a federal tax lien
         against Oretech in the amount of $220,937.94. The lien relates back to
         unpaid payroll taxes for the 2000 and 2001 calendar years. None of the
         current management team members were officers or directors of Oretech
         during 2000 or 2001. As of June 30, 2004 Oretech has a liability,
         included in liabilities of businesses acquired, of approximately
         $280,000 for payroll tax liabilities and approximately $53,000 in
         interest and penalties assumed in the Tantivy merger. In addition,
         Oretech recorded interest expense of approximately $16,000 for the year
         ended June 30, 2004 on the outstanding debt to the IRS.

         Management is working with certain tax specialists to negotiate an
         agreement with the Internal Revenue Service to settle or work out a
         long-term payment program for the back taxes. Currently no such
         agreement has been reached.

         In addition, the liabilities of businesses transferred includes
         approximately $119,000 of unpaid payroll taxes for those entities.
         Management believes the obligation for these taxes has been assumed by
         the purchasers of the entities.

NOTE 14 - SUBSEQUENT EVENTS

         Subsequent to June 30, 2004 Oretech has sold 249,480 shares of common
         stock and received proceeds of $105,515. In addition, Oretech issued
         203,052 shares of common stock to a third party for services in
         September 2004.

                                      F-15


<PAGE>

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

         As previously reported in our Form 8-K/A filed with the Commission on
February 4, 2004, our Board of Directors, acting on the advice of our Audit
Committee, approved a dismissal of our independent auditors, effective January
7, 2004. Previously, the independent auditing firm of Rotenberg & Co., LLP had
issued reports covering the fiscal years ended June 30, 2001, 2002 and 2003, on
Oretech's financial statements for such periods.

         There have been no "disagreements" within the meaning of Item 304 (a)
(1) (iv) of Regulation S-B or any events of the type listed in Item 304 (a) (1)
(iv) (A) through (E) of Regulation S-B involving Rotenberg & Co., LLP that
occurred within Oretech's last three fiscal years and any subsequent period
through January 7, 2004.

         None of the reports of Rotenberg & Co., LLP on the financial statements
of Oretech for the periods indicated above contained any adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, nor have there been at any time, disagreements
between Oretech and Rotenberg & Co., LLP on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.
However, the audit reports on the financial statements for the above periods
were qualified because of a going concern uncertainty.

         On January 23, 2004, Oretech retained the accounting firm of Evans
Gaither & Associates PLLC to serve as its independent accountants to audit our
financial statements beginning with the fiscal year that began on July 1, 2003.
Prior to its engagement as independent auditors of Oretech, Evans, Gaither &
Associates had not been consulted by Oretech regarding any matters noted in
Items 304 (a) (2) (i) and (ii) of Regulation S-B, either with respect to the
application of accounting principles to a specific transaction or the type of
audit opinion that might be rendered on financial statements of Oretech or on
any other matter that was the subject of any prior disagreement between Oretech
and its previous certifying accountants.

         There have been no disagreements with our independent accountants since
July 1, 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, 2004, 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, 2004.

ITEM 8B. OTHER INFORMATION

         Not applicable.

                                       36

<PAGE>

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

FRANCIS C. HARGARTEN      51    Chairman of the Board, President, and Director
                                ----------------------------------------------
                                Mr. Hargarten became a member of the Board of
                                Directors and was elected President of Oretech
                                on April 1, 2003. He was elected Chairman of the
                                Board and Chief Executive Officer of Oretech on
                                November 25, 2003. For over 15 years, Mr.
                                Hargarten served in various manufacturing and
                                financial management positions. For five years,
                                Mr. Hargarten served as Executive Vice President
                                of Plicon and had management responsibilities
                                for its Flexible Packaging Division, which had
                                facilities in the U.S. and Canada. 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, Mr. Hargarten
                                was a consultant to PTI Ventures, LLC, which
                                evolved into his current position as Chief
                                Executive Officer of Oretech. Mr. Hargarten
                                received his B.S. in Business Administration
                                (and minor in Accounting) from Columbus State
                                University in 1982, followed by an M.B.A 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,
                                with interests in alternative energy and waste
                                destruction

H. STEPHEN SHEHANE        53    Deputy Chairman of the Board and Director
                                -----------------------------------------
                                Mr. Shehane was elected to our Board of
                                Directors on April 1, 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.

JAY W. HOBSON             54    Chief Financial Officer, Treasurer and Assistant
                                Secretary
                                ------------------------------------------------
                                Mr. Hobson was elected Vice President Finance of
                                Oretech on April 1, 2003. He was elected Chief
                                Financial Officer, Treasurer and Assistant
                                Secretary of Oretech on January 28, 2004. 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, Mr. Hobson joined AFLAC
                                Insurance as the acquisition and planning
                                manager. During his more than twenty years with
                                AFLAC, Jay held the positions of Vice President,

                                       37


<PAGE>

                                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.

TOM BLYTHE                60    Vice President Manufacturing & Engineering
                                ------------------------------------------
                                Mr. Blythe was elected Vice President
                                Manufacturing and Engineering of Oretech on
                                April 1, 2003. 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.

ROBERT GARCIA             56    Vice President Acquisitions and Technical
                                Development and Director
                                -----------------------------------------
                                Mr. Garcia was elected Director and Vice
                                President Acquisitions and Technical Development
                                of Oretech on April 1, 2003. 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.

DR. CHRISTOPHER KIGGINS   48    Vice President Research & Development &
                                Environmental Compliance, Secretary and Director
                                ------------------------------------------------
                                Dr. Kiggins was elected Director, Vice President
                                Research and Development Environmental
                                Compliance and Secretary of Oretech on April 1,
                                2003. 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             42    Director
                                --------
                                Mr. Atkins was elected to the Board of Directors
                                of Oretech on April 1, 2003. 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

                                       38



<PAGE>

                                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.

         All Oretech directors are elected for one-year terms. All officers
serve at the pleasure of the Board of Directors. 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 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.

         Mr. Dennis Atkins, one of Directors, also serves on the Board of
Directors of Western Sierra Mining Corp., a company that has a class of
securities registered pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended.

         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 4s during fiscal 2004 and/or delinquent in filing Form
5s with respect to its most recent fiscal year; delinquent Forms 4 and 5 for the
following individuals are indicated parenthetically: Stephen D. Cummins (Forms 3
and 5), H. Stephen Shehane (Forms 4 and 5), Francis C. Hargarten (Forms 4 and
5), Christopher Kiggins (Forms 4 and 5), Tom Blythe (Form 4 and 5), Jay W.
Hobson (Forms 4 and 5), Dennis Atkins (Forms 4 and 5), and Robert Garcia (Forms
4 and 5). All of the above named persons have since filed their respective Forms
4 and 5.

                                       39



<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid to the Chief
Executive Officer and the five next highest paid officers of Oretech during the
fiscal year ended June 30, 2004.

<TABLE>
                                   SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

                     NAME AND PRINCIPAL POSITION                      YEAR           SALARY
                     ---------------------------                      ----           ------
<S>                                                                   <C>           <C>
       Francis C. Hargarten                                           2004          $142,500 (1)
       CHIEF EXECUTIVE OFFICER

       H. Stephen Shehane                                             2004          $140,000 (1)
       DEPUTY CHAIRMAN OF THE BOARD

       Jay W. Hobson                                                  2004          $ 93,333 (1)
       CHIEF FINANCIAL OFFICER

       Robert Garcia                                                  2004          $ 80,250 (1)
       VICE PRESIDENT ACQUISITIONS AND TECHNICAL
       DEVELOPMENT

       Christopher Kiggins                                            2004          $ 77,500 (1)
       VICE PRESIDENT RESEARCH AND DEVELOPMENT AND
       ENVIRONMENTAL COMPLIANCE

       Tom Blythe                                                     2004         $ 108,454 (2)
       VICE PRESIDENT MANUFACTURING AND ENGINEERING
</TABLE>

---------------
   (1)   None of these officers received any cash compensation during 2004, as
         each of them was compensated in the form of the Company's common stock,
         valued for such purposes at $.50 per share.
   (2)   Mr. Blythe received $ 37,787 of his total compensation during 2004 in
         cash and the remainder of $ 70,667 in the form of the Company's common
         stock, valued for such purposes at $.50 per share.

        The Company has not entered into any employment agreements with
management personnel. The Company did not have any employee benefit plans in
effect during the 2004 fiscal year.

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,

                                       40



<PAGE>

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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of September 30, 2004, there were 33,322,700 shares of Oretech's
Common Stock issued and outstanding; and there were 329 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 30, 2004, 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)                  12,354,812             37.00%
     Francis C. Hargarten                     1,510,364              4.53%
     Jay W. Hobson                              422,641              1.27%
     Tom Blythe                                 385,723              1.16%
     Dr. Christopher Kiggins                    643,429              1.93%
     Robert Garcia                              546,554              1.64%
     Dennis Atkins (4)                          225,466                --(5)

     All officers and directors,             20,026,016             61.50%
     As a group (7 persons)

                                       41



<PAGE>

_________________

(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)  Includes 12,314,812 shares and 40,000 warrants to purchase shares of common
     stock held of record by H. Stephen Shehane & Wendy S. Shehane, as Joint
     Tenants, plus 48,812 shares held of record my H. Stephen Shehane. Mr.
     Shehane is the beneficial owner of these shares.

(4)  Includes 5,056 shares held directly by Mr. Atkins and 220,410 shares held
     of record by SR Financial Group, a consulting firm owned and controlled by
     Mr. Atkins. Mr. Atkins is the beneficial owner of all 225,466 shares.

(5)  Less than one percent (1%)

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, 2004, 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. Stephen 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.

         As previously announced in Oretech's press release on October 24, 2003,
Oretech's Deputy Chairman of the Board, H. Stephen Shehane, committed up to
$750,000 of his personal funds to be utilized by Oretech for purposes of
manufacturing, rigging and commissioning this first commercial sized extraction
processing line. Mr. Shehane's financial assistance in building this line is
greatly appreciated by management.

          As described in Note 9 to Notes to Consolidated Financial Statements
contained in ITEM 7. FINANCIAL STATEMENTS of this report, Oretech has, from time
to time, borrowed money from various officers and directors of Oretech. Oretech
has issued various promissory notes to such persons as evidences of such
indebtedness. Management is of the opinion that the notes to affiliates were
negotiated in an arm's length manner and is favorable to Oretech.

                                       42

<PAGE>

ITEM 13. EXHIBITS

(A)      EXHIBITS.
         ---------

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

         For fiscal 2004 and fiscal 2003, 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. In addition, for fiscal 2004, the
aggregate fees billed or estimated to be billed to us for professional services
rendered by our new accountants, Evans Gaither & Associates PLLC, were $20,000
for the audit of our financial statements and 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.
Evans, Gaither did not perform any such services on our behalf during fiscal
2003.

AUDIT RELATED FEES

         For fiscal 2004 and fiscal 2003, 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
$-0- and $13,000, respectively. The nature of the services provided consisted in
both years of acquisition related assistance. Evans Gaither & Associates PLLC
did not bill for any audit related fees not included above during such years.

TAX FEES

         For fiscal 2004 and fiscal 2003, neither Rotenberg & Co., LLP nor
Evans, Gaither & Associates billed us for any fees for tax related matters.

ALL OTHER FEES

         For fiscal 2004 and fiscal 2003, there were no fees billed to us for
any other products or services provided by Rotenberg & Co., LLP or Evans,
Gaither & Associates, 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 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

                                       43



<PAGE>

pre-approved by the Board of Directors, as Oretech did not have an Audit
Committee during those fiscal 2003. All of the above fees and services
attributable to fiscal 2004 were approved by our Audit Committee and Board of
Directors.

                                   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/ Francis C. Hargarten
                                                       ------------------------
                                                       (Frances C. Hargarten,
                                                       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.

<TABLE>
         Signature                                Title                          Date
         ---------                                -----                          ----
<S>                                 <C>                                     <C>
/s/ Frances C. Hargarten            Chairman of the Board, President,       October 12, 2004
----------------------------        Chief Executive Officer and Director
Francis C. Hargarten                (PRINCIPAL EXECUTIVE OFFICER)

/s/ H. Stephen Shehane              Deputy Chairman of the Board and        October 12, 2004
----------------------------        Director
H. Stephen Shehane

/s/ Jay W. Hobson                   Chief Financial Officer                 October 12, 2004
----------------------------        (Principal Financial and
Jay W. Hobson                       Accounting Officer)

/s/ Christopher Kiggins             Director                                October 12, 2004
----------------------------
Dr. Christopher Kiggins

                                       44
</TABLE>



<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 (4)
10.1              Lease by and between Blythe Metals Sources, Inc. (Lessor) and
                  Oretech, Inc. (Lessee), dated September 1, 2004 (5)
10.2              Asset Purchase Agreement between The Tantivy Group, Inc. and
                  Pacific Rocky Mountain, Inc. dated September 27, 2002. (6)
10.3              Acquisition Agreement between The Tantivy Group, Inc. and
                  Oretech, Inc. dated as of March 31, 2003. (7)
10.4              Sub-license Agreement (8)
10.5              Asset Purchase Agreement between Oretech and Frontier
                  Development, LLC dated September 2, 2003 (9)
10.6              Amendment dated December 26, 2003, to Asset Purchase Agreement
                  between Oretech and Frontier Development, LLC (10)
14                Code of Conduct, Ethics and Integrity (5)
21                Subsidiaries of the Company (5)
99.1              Section 302 Certification of Principal Executive Officer (5)
99.2              Section 302 Certification of Principal Financial Officer (5)
99.3              Section 906 Certification of Principal Executive Officer (5)
99.4              Section 906 Certification of Principal Financial Officer (5)

--------------------------------------------------------------------------------
(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, and incorporated herein
         by reference.
(3)      Filed herewith as an exhibit is Exhibit 3(i)(2) to Oretech's Form
         10-KSB for the fiscal year ended June 30, 2003, and incorporated herein
         by reference.
(4)      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.
(5)      Filed herewith.
(6)      Filed herewith as an exhibit is Exhibit 2.5 to Oretech's Form 8-K dated
         September 27, 2002, and incorporated herein by reference.
(7)      Filed herewith as an exhibit is Exhibit A to Oretech's Form 8-K dated
         April 1, 2003, and incorporated herein by reference.
(8)      Filed herewith as an exhibit is Exhibit10.4 to Oretech's Form 10-KSB
         for the fiscal year ended June 30, 2003, and incorporated herein by
         reference.
(9)      Filed herewith as an exhibit is Exhibit 10.1 to Oretech's Form 8-K
         current report dated January 7, 2004, and incorporated herein by
         reference.
(10)     Filed herewith as an exhibit is Exhibit 10.2 to Oretech's Form 8-K
         current report dated January 7, 2004, and incorporated herein by
         reference.

                                       45