<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE
     TRANSITION PERIOD FROM _________________ TO _________________

                        Commission File Number: 000-26755

                                  ORETECH, INC.
        (Exact name of small business issuer as specified in its charter)

                Nevada                                 88-0409147
    (State or other jurisdiction of         (IRS Employer Identification No.)
     corporation or organization)


                309 State Docks Road, Phenix City, Alabama 36869
               (Address of principal executive offices) (Zip Code)

                                 (334) 297-0663
                           (Issuer's telephone number)

                                 Not applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities 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 [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 5, 2004, 34,247,838 shares
of common stock, par value $.001, were issued and outstanding.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): Yes [ ] No [X]

<PAGE>

                                     PART I

ITEM 1.  FINANCIAL INFORMATION

<TABLE>
ORETECH, INC. AND SUBSIDIARIES
(FORMERLY THE TANTIVY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                          Unaudited
                                                                           March 31,        June 30,
                                                                             2004             2003
                                                                         ------------     ------------
<S>                                                                      <C>              <C>
CURRENT ASSETS
     Cash and Cash Equivalents                                           $     1,143      $     3,306
     Prepaid  Expenses                                                        16,900            2,675
                                                                         ------------     ------------

          Total  Current Assets                                               18,043            5,981

OTHER ASSETS
     Note Receivable                                                              --           12,000
     Property, Plant & Equipment, net of Accumulated Depreciation             12,101               --
     Mining Claims                                                         2,129,990          121,659
     Goodwill                                                                     --          200,000
                                                                         -----------      -----------

          Total Assets                                                   $ 2,160,134      $   339,640
                                                                         ============     ============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                 $    54,037      $   159,492
    Notes Payable - Due Within One Year                                      605,002           72,701
    Settlement Payable                                                       221,500          221,500
    Liabilities from Discontinued Operations                                 451,022          633,488
    Liabilities of Business Transferred                                      197,040               --
                                                                         ------------     ------------
          Total Current Liabilities                                        1,528,601        1,087,181

OTHER LIABILITIES
    Notes Payable - Due After One Year                                       177,241          149,789
                                                                         ------------     ------------

          Total Liabilities                                                1,705,842        1,236,970

STOCKHOLDERS' EQUITY
     Common stock - $.001 Par Value, 200,000,000 shares
        authorized, 35,586,462 and 32,057,310 shares issued and
        outstanding at March 31, 2004 and June 30, 2003 respectively          35,587           32,057
     Additional Paid in Capital                                            3,712,547          676,447
     Deferred Professional Fees                                             (118,290)        (252,083)
     Deficit Accumulated During the Development Stage                     (3,175,552)      (1,353,751)
                                                                         ------------     ------------

          Total Stockholders' Equity  / (Deficit)                            454,292         (897,330)
                                                                         ------------     ------------

          Total Liabilities and Stockholders' Equity                     $ 2,160,134      $   339,640
                                                                         ============     ============

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

                                                  2
</TABLE>
<PAGE>
<TABLE>
                   ORETECH, INC. (FORMERLY THE TANTIVY GROUP, INC.) AND SUBSIDIARIES
                                     (A DEVELOPMENT STAGE COMPANY)
                       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         FROM JUNE 11, 2001 (INCEPTION) THROUGH MARCH 31, 2004
<CAPTION>

                                                                                                         Deficit
                                                                                                       Accumulated        Total
                                             Common Stock                               Deferred        During the     Stockholders'
                                             ------------              Additional     Professional      Development       Equity /
                                        Shares           Amount     Paid-In 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 mineral claim                     1,175,000           1,175       1,730,481               --               --        1,731,656

Shares issued for settlement
  of obligation of related
  party                                   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              94          46,718               --               --           46,812

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

Deferred Compensation
  Amortization                                --              --              --          262,293               --          262,293

Net Loss - July 1, 2003
  to March 31, 2004                           --              --              --               --       (1,821,801)      (1,821,801)
                                     -----------------------------------------------------------------------------------------------

Balance March 31, 2004,
  unaudited                           35,586,462     $    35,587     $ 3,712,547      $  (118,290)     $(3,175,552)     $   454,292
                                     ===============================================================================================

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

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

                                                                 3
</TABLE>
<PAGE>
<TABLE>
ORETECH, INC. AND SUBSIDIARIES
(FORMERLY THE TANTIVY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                                                                         From Date
                                                                                                       of Inception
                                                 Three months ended           Nine months ended          (June 11,
                                            ---------------------------------------------------------      2001)
                                              March 31,      March 31,    March 31,       March 31,       through
                                                2004           2003         2004            2003      March 31, 2004
                                            -------------   ----------  -------------   -------------  -------------
<S>                                         <C>             <C>         <C>             <C>            <C>

REVENUES                                    $         --    $      --   $         --    $         --   $         --


GENERAL AND ADMINISTRATIVE EXPENSES
Wages                                       $    456,000    $      --   $    640,000    $         --   $    640,000
Amortization of Deferred Professional Fees       100,875           --        262,293              --        285,210
Consulting Fees                                   30,250           --        114,380              --        114,380
Depreciation                                         453           --          1,039              --          1,039
Costs to Acquire Tantivy                              --           --             --              --      1,672,736
Insurance                                          7,790           --         31,162              --         31,162
Professional Fees                                 35,150           --        116,945              --        187,862
Other Expense                                     38,108           --        104,582              --        118,022
Loss on Settlement of Debt                        74,467           --         74,467              --         74,467
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        743,093           --      1,791,526              --      3,571,536

Net Loss before Other Income and Expenses   $   (743,093)   $      --   $ (1,791,526)   $         --   $ (3,571,536)

OTHER INCOME AND EXPENSES
(Interest Expense) net of Interest Income        (13,966)          --        (30,275)             --        (35,594)
Gain on Restructure of Debt                           --           --             --              --        431,578
                                            -------------   ----------  -------------   -------------  -------------
Net (Loss)                                  $   (757,059)   $      --   $ (1,821,801)   $         --   $ (3,175,552)
                                            =============   ==========  =============   =============  =============

Earnings (Loss) Per Common Share,
  Basic and Diluted                                (0.02)          --          (0.06)             --          (0.12)
                                            =============   ==========  =============   =============  =============

Weighted Average common Shares Outstanding    34,307,719           --      33,118,369             --      26,840,805
                                            =============   ==========  =============   =============  =============

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

                                                                 4
</TABLE>
<PAGE>
<TABLE>
ORETECH, INC.  AND SUBSIDIARIES
(FORMERLY THE TANTIVY GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                                     From
                                                                                               Date of Inception
                                                                                                (June 11, 2001)
                                                                    For the Nine Months             through
                                                                      Ended March 31,              March 31,
                                                                           2004                      2004
                                                                     ----------------          ----------------
<S>                                                                  <C>                       <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                             $    (1,821,801)          $    (3,175,552)
  Adjustments to Reconcile Net Income to
     Net Cash Flows from Operating Activities:
Costs to Acquire Subsidiary                                                       --                 1,672,735
Amortization of Deferred Professional Fees                                   262,293                   285,210
Non Cash Compensation                                                        610,000                   610,000
(Gain) Loss on Restructure of Debt                                            74,467                  (357,111)
Non Cash Consulting and Legal fees                                           104,212                   130,171
Non Cash Settlement of Obligation of Related Party                           225,000                   225,000
Impairment of Goodwill and Mining Properties                                 221,658                   221,658
Depreciation                                                                   1,039                     1,039
  Changes in Assets and Liabilities:
Prepaid Expenses                                                             (14,225)                   16,900
Accounts Payable and Accrued Expenses                                         18,947                    33,831
                                                                     ----------------          ----------------

          Total Adjustments                                                1,503,391                 2,839,433
                                                                     ----------------          ----------------

          Net Cash Flows from Operating Activities                          (318,410)                 (336,119)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment                                   (313,140)                 (313,140)
                                                                     ----------------          ----------------

          Net Cash Flows from Investing Activities                          (313,140)                 (313,140)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Borrowings                                             (44,133)                  (44,133)
Proceeds from Borrowings                                                     526,018                   559,033
Proceeds from Units Sold in Private Placement                                135,500                   135,500
Decrease in Note Receivable                                                   12,000                         0
                                                                     ----------------          ----------------

         Net Cash Flows from Financing Activities                            629,385                   650,400

Net Increase (Decrease) in Cash and Cash Equivalents                          (2,165)                    1,141

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

Cash and Cash Equivalents at End of Period                           $         1,141           $         1,141
                                                                     ================          ================

Supplemental Cash Flow Information:
-----------------------------------
Cash Paid for Interest                                               $        19,371           $         3,667
                                                                     ----------------          ----------------

Noncash Investing and Financing Activities:
-------------------------------------------
Settled Claim for Liability                                                       --                   221,500
Note Payable Issued to Finance Restructure of Debt                                --                    10,000
Reduction of Liability in Restructure of Debt                                     --                   431,578
Equity Issued for Acquisition of Mining Properties                         1,731,656                 1,731,656
Equity Issued for Settlement of Obligation of Related Party                  225,000                   225,000
Note Issued for Acquisition of Mining Property                               100,000                   100,000
Reduction of Account Payable for Mining Claim                                100,000                   100,000
Equity issued for Compensation                                               610,000                   610,000
Equity Issued for Settlement of Debt                                         154,000                   154,000
Equity Issued for Consulting Fees                                            104,212                   130,171

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

                                                       5
</TABLE>
<PAGE>

ORETECH, INC. (FORMERLY THE TANTIVY GROUP, INC.) AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE A -      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.

NOTE B-       BASIS OF PRESENTATION
              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.

              The consolidated financial statements of Oretech, Inc. and
              Subsidiaries included herein have been prepared by the Company,
              without audit, pursuant to the rules and regulations of the
              Securities and Exchange Commission (the "SEC"). Certain
              information and footnote disclosures normally included in
              financial statements prepared in conjunction with accounting
              principles generally accepted in the United States of America have
              been condensed or omitted pursuant to such rules and regulations,
              although the Company believes that the disclosures are adequate so
              that the information presented is not misleading. These condensed
              consolidated financial statements should be read in conjunction
              with the annual audited financial statements and the notes thereto
              included in Oretech's Form 10-KSB, and other reports filed with
              the SEC.

              The accompanying unaudited interim financial statements reflect
              all adjustments of a normal and recurring nature which are, in the
              opinion of management, necessary to present fairly the financial
              position, results of operations, and cash flows of Oretech for the
              interim periods presented. The results of operations for these
              periods are not necessarily comparable to, or indicative of,
              results of any other interim period or for the fiscal year as a
              whole. Factors that affect the comparability of financial data
              from year to year and for comparable interim periods include
              business combinations with other entities, business start-up
              costs, and expenses required to meet SEC reporting obligations.
              Certain financial information that is not required for interim
              financial reporting purposes has been omitted.

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

NOTE C-       PRINCIPLES OF CONSOLIDATION
              The accompanying consolidated financial statements include the
              accounts of Oretech, Inc. and its wholly owned subsidiaries
              (collectively referred to as "Oretech"). All intercompany balances
              and transactions have been eliminated in consolidation.

NOTE D-       RELATED PARTIES
              Oretech has an exclusive 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

                                       6
<PAGE>

              royalty fee equal to 15% of net revenue generated under the
              process. 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.

              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. The lease may be extended
              for an additional one year period with monthly rental payments of
              $3,700. The landlord is Blythe Metal Sources, Inc., which is owned
              by Tom Blythe, Oretech's Vice President of Manufacturing and
              Engineering.

NOTE E-       PRIVATE PLACEMENT OFFERING
              Oretech initiated a private placement offering for accredited
              investors during September 2003. Oretech is offering 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, an accredited investor 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 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. The offering is
              expected to close on June 30, 2004. On April 22, 2004 an investor
              purchased 24,000 shares for $12,000.

NOTE F-       GOING CONCERN
              Oretech's financial statements have been presented on the basis
              that it is a going concern, which contemplates the realization of
              assets and the satisfaction of liabilities in the normal course of
              business. Oretech is currently in the development stage and there
              is an accumulated deficit of $3,175,552 and a deficit in working
              capital of $1,510,558 as of March 31, 2004. Accordingly, there is
              substantial doubt about Oretech's ability to continue as a going
              concern. Oretech's continued existence is dependent upon its
              ability to develop profitable operations and to obtain working
              capital. Management of Oretech believes that it has developed a
              strategy that will accomplish these objectives, including
              obtaining private financing and equity funding, which will provide
              the funds to enable Oretech to utilize the ore processing
              technology on the raw materials located at its mining claims and
              those to be acquired.

              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.

NOTE G-       ACQUISITION
              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. Oretech has been
              performing tests on tailing samples and dump site samples from the
              mining properties for over one year, which indicate commercial
              production viability of the ore. The consideration paid for these
              two mining properties, including closing costs, consisted of

                                       7
<PAGE>

              $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.

              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 which is recorded in prepaid expenses in the
              accompanying financial statements.

NOTE H-       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 $197,040. 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 I-       NOTES PAYABLE
              Notes payable at March 31, 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.
              (b) $69,606 note payable to a third party 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.
              (c) $10,000 note payable to a shareholder with interest at a rate
                  of 6.5% per annum. The note is due on demand.
              (d) $53,292 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.
              (e) $349,750 due to a bank with interest payable monthly at a rate
                  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) $115,463 of which $103,101 is payable to the Deputy Chairman
                  of the Board, $5,800 payable to the CEO and $6,562 is payable
                  to the Chief Financial Officer. Interest accrues at 6.5% and
                  the amount is due on demand.
              (g) $100,000 payable pursuant to the mining properties acquisition
                  and is collateralized by the mining properties. Interest
                  accrues at 10 % per annum and is payable monthly. Principal
                  was due on March 31, 2004 and the loan is currently in
                  default. $1,065 per month is being paid as interest until the
                  full amount is repaid.

                                       8
<PAGE>

NOTE J-       DEFERRED PROFESSIONAL FEES
              Deferred professional fees are $118,290 at March 31, 2004 and
              represents the fair value of options on 600,000 shares of
              Oretech's common stock granted to its outside legal counsel in
              March and April 2003 and the fair value of 21,000 shares of stock
              issued for a guarantee of the Company debt. 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. The total value of the options granted of $330,000 is being
              amortized over 12 months and the total value of the shares issued
              of $73,500 is being amortized over 12 months starting January 1,
              2004. The total amortization incurred in the nine months ended
              March 31, 2004 was $262,293

NOTE K-       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.

                                       9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Act of 1934, as amended. Such statements are based upon current
expectations that involve risks and uncertainties. Any statements contained
herein that are not statements of historical fact may be deemed to be
forward-looking statements. For example, the words "believes." "anticipates,"
"plans," "expects," "intends" and similar expressions are intended to identify
forward-looking statements. The Company's actual results and the timing of
certain events may differ significantly from the results discussed in the
forward-looking statements. All forward-looking statements in this document are
based on information available to the Company as of the date hereof and the
Company assumes no obligation to update any such forward-looking statements.

Overview
--------

The Tantivy Group, Inc. discontinued its operations of providing Internet
technology solutions through the business model known as "Venture Technology,"
in which it served its clients as a management consultant, Internet strategy
consultant, interactive marketing agency, and technology developer, all
seamlessly integrated into a cohesive unit. On September 27, 2002, Tantivy
completed an Asset Purchase Agreement with Pacific Rocky Mountain, Inc. ("PRM").
As a result, the Company was in the development stage in its new mining
operations.

On March 31, 2003, Tantivy announced that the Company's Board of Directors and a
majority of Tantivy's shareholders had approved a 1-10 reverse stock split.

On March 31, 2003, Tantivy entered into an acquisition agreement with Oretech
Corporation, a privately held Nevada based technology corporation, in which the
Company acquired all of the capital stock of Oretech Corporation in exchange for
twenty-five million nine hundred fifty-nine thousand five-hundred (25,959,500)
shares of Tantivy's Common Stock, after the effectuation of the aforementioned
1-10 reverse split, giving the shareholders of Oretech Corporation ownership of
82.67% of Tantivy's Common Stock. Subsequent to the agreement, the Officers and
Directors of Tantivy resigned and were replaced by seven new Directors, who
subsequently appointed new officers. The business combination is treated as a
reverse acquisition, with Oretech Corporation the deemed acquirer in the
transaction. On April 1, 2003, The new Directors voted to change the name of The
Tantivy Group, Inc. to Oretech, Inc. Subsequently, Tantivy or Oretech, Inc. was
issued a new trading symbol, "ORTE."

In January of this year, the Company filed a complaint against two individuals,
a shareholder and former CEO of Pacific Rocky Mountain (PRM) and the former
legal counsel of PRM. In the suit the Company alleges the individuals never
remitted consideration for shares that were part of a 9-27-02 asset purchase
agreement between PRM and Tantivy. The Company is seeking damages for equity
inappropriately issued which equates to approximately 1,250,000 common shares of
the Company. The Company is considering adding other parties to this litigation.

Oretech Corporation developed a proof of concept model that represents a
breakthrough in ore processing technology. The process utilizes a proprietary
high temperature technique to extract various metals from ore bodies including
carbonaceous type feedstocks. The proof of concept model has extracted gold and
silver from various samples of ore bodies.

                                       10
<PAGE>

Oretech, Inc has an exclusive 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. This agreement is currently
being negotiated to provide terms more favorable to the Company.

With a number of equipment enhancements, future Oretech production units should
be able to extract other additional metallic elements including platinum group
metals (PGM). Oretech holds an exclusive license from PTI Ventures, LLC to
develop and commercialize the "Oretech process."

Selected ore reserves may be acquired and controlled by the Company under
mineral rights agreements with private parties and the BLM. The Oretech process
will be utilized in an effort to effectively produce high yields of precious
metals from these reserves.

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

On December 31, 2003 Oretech Inc acquired the Silver Plume and Pittsburgh Mines
located in Clear Creek County and Gilpin County, Colorado. The consideration
paid for these two mining properties consisted of $293,750 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
$293,750 was borrowed from a local 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 guarantees.
Of the $100,000 note due on March 31, 2004, $37,000 will be extended and paid at
$1,000 per month while the remaining $63,000 will be paid by a loan from certain
shareholders or other forms of equity financing. Additional mining properties
are covered by the Asset Purchase Agreement and could be acquired in the future.

Oretech was unable to satisfy the entire debt amount of $63,000 due March 31,
2004 and is in communication with the lender in developing an extended repayment
plan.

RESULTS OF OPERATIONS

Revenues

Oretech has generated no revenues since inception because the company is in the
development stage. Activities since inception have consisted solely of financial
planning, establishing sources of production and supply, developing markets,
research and development and raising capital.

                                       11
<PAGE>

Operating Expenses

Oretech incurred wage expense of $456,000 in Oretech salaries which were accrued
but not paid during the period. During the quarter ending March 31, 2004, the
Company issued 1,220,000 shares of restricted common stock valued at $610,000
for compensation which had been accrued and earned through March 31, 2004.

Consulting services were incurred in the amount of $30,250 for the three months
ended March 31, 2004. Consulting fees for the three months ended March 31, 2003
were zero.

Costs to acquire Tantivy since inception totaled $1,672,735, which were recorded
through June 30, 2003. No amount was recorded for the nine months ended March
31, 2004.

Professional fees for the period ended March 31, 2004 totaled $35,150, which
consisted primarily of legal, accounting, and stock transfer fees. Professional
fees for the three months ended March 31, 2003 were zero.

Other expenses for the three months ended March 31, 2004 totaled $38,109 and
consisted primarily of rent, utilities, office expenses, and travel expenses.
Other expenses for the three months ended March 31, 2003 were zero.

The Company settled a debt obligation through the issuance of 308,000 shares of
stock valued on the date of issue at $154,000. This settlement results from a
loan by Macrocom Investors, LLC on funds loaned to the Company. The liability
was recorded at $79,533 resulting in a loss on settlement of $74,467.

Income Taxes

No provision for federal and state income taxes has been recorded because
Oretech has incurred net operating losses since inception. Deferred income tax
assets arising from any loss carry forwards have been fully reserved as of March
31, 2004.

CAPITAL EXPENDITURES, DISPOSITIONS, AND FINANCING REQUIREMENTS

As of March 31, 2004, approximately $225,000 in capital equipment had been
ordered with deposits and delivery payments either made or to be made by H.
Stephen Shehane, the Deputy Chairman. Additional expenditures totaling
approximately $150,000 for handling and support equipment is also anticipated.
The Company is currently negotiating with Stephen Shehane to purchase this
equipment and expects to complete this acquisition prior to June 30, 2004. The
Company expects to acquire this equipment at cost incurred by Mr. Shehane in
return for a note payable which provides a lien on the equipment. This will be
in place prior to June 30, 2004. This new equipment will enable Oretech to be in
production during the summer of 2004.

Oretech will require funds to develop the ore processing technology for the
extraction of precious metals and continues to raise money through private
placement and capital markets.

ITEM 3. 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

                                       12
<PAGE>

the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, the
Company concluded that its disclosure controls and procedures are effective.
There have been no significant changes in the Company's internal controls or in
other factors, which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

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


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 2. CHANGES IN SECURITIES

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits
------------

Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.

Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002

Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       13
<PAGE>

b. Reports on Form 8-K
----------------------

(1) A Form 8-K was filed on January 7, 2004, reporting in Item 2 the acquisition
of certain mining properties in Colorado, which were acquired on December 31,
2003.

(2) A Form 8-K was filed on January 26, 2004, reporting in Item 4 regarding a
change in Oretech's Certifying Accountants.

(3) A Form 8-K/A was filed on February 4, 2004, reporting in Item 4 a
clarification regarding the change in Oretech's Certifying Accountants
previously reported in a Form 8-K filed on January 26, 2004.


                                   SIGNATURES

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

                                      ORETECH, INC.

                                      /s/ Jay W. Hobson
                                      ------------------------------------------
Date : May 20, 2004                   Jay W. Hobson
                                      Vice President and Chief Financial Officer
                                      and Principal Accounting Officer


                                       14