SecProbe.io

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Mail Stop 3561
      December 21, 2005

Irwin Pearl
President
Orion Diversified Technologies, Inc.
630 Shore Road, Suite 505
Long Beach, N.Y. 11561

      Re:	Orion Diversified Technologies, Inc.
		Schedule 14C
      Filed November 22, 2005
		Form 10-KSB for the Fiscal Year Ended April 30, 2005
		Forms 10-QSB for Fiscal Quarters Ended July 31 and
January
31, 2005
		File No. 0-04006

Dear Mr. Pearl:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 14C

General
1. Please tell us why you filed a Form 15-12G on July 17, 2001,
but
then continued to file periodic and current reports under the
Exchange Act.
2. Please tell us what exemptions from registration you are
relying
upon for the issuance of shares in the share exchange and related
transactions and describe the facts that make the exemptions
available to you.
3. We note that Orion is a shell company intending to complete a
reverse merger with a private operating business.  Please confirm
that the surviving entity will report the completion of the
transaction under Items 2.01, 5.01 and 5.06 of Form 8-K.  Refer to
SEC Release 33-8587 for guidance.
4. Please describe any substantial interest or benefits to any
security holder, director, officer or affiliate in connection with
the reverse merger and share exchange.  Refer to Item 3 of
Schedule
14C.  For example, discuss the shares issued in the share exchange
and in cancellation of related party loans and the management
positions held after the reverse merger.  Further, identify each
affiliate rather than referring to the "June borrowers" or the
shareholders of Ovale.  In this regard, we note that Mr. Fabert
ultimately holds directly or in trust 100% of the shares of Ovale,
as
disclosed in Note 11 to the Ovale financial statements.

Summary of the Actions to Be Taken, page 4
5. Please include in each subject paragraph a cross-reference to
the
more detailed description contained in your disclosures statement.
Refer to Item 1001 of Regulation M-A.
6. Please state the total number of shares currently outstanding
and
the vote required for each action.  Please identify the
controlling
shareholders who have approved the actions.

Action 1, Securities Exchange with Ovale, page 6
7. We note that on page 10 you state that Orion`s principals were
introduced to the principals of Ovale by a third party broker.
Please revise to further describe the background of the share
exchange. Describe each contact, meeting, or negotiation that took
place and the substance of the discussions or negotiations at each
meeting among the parties or their affiliates.  Please also revise
so
that it is clear how the final terms were reached.

Terms of the Exchange - The Orion/Ovale Business Combinations,
page 8
8. Please revise to describe the termination provisions of the
exchange agreement and discuss Orion`s business plan if the
exchange
agreement is not consummated.

The November 8, 2004 Two Closings Agreement, page 9
9. Please revise to clarify whether the cash and the shares issued
in
the first closing continue to be held in escrow, or whether they
have
been released from escrow.  Please revise to disclose that the
escrow
agent is also a director of Ovale.  Further, please describe the
terms of the escrow agreement and any discretion that the escrow
agent may exercise concerning the release of shares or cash.

The Second Closing, page 9
10. We note your statement that Mr. Fabert holds some shares as a
fiduciary for other people.  Please expand your disclosure to
provide
more information concerning this arrangement.  We may have
additional
comments based on your response.

Factors Considered, page 10
11. Please describe any negative factors that were considered.
Further, we note that you state: "Ovale has raised significant
sums
in Europe and commenced business."  Please balance this disclosure
with a discussion of Ovale`s dependence on loans from related
parties, the auditor`s going concern opinion, and the historical
losses and accumulated deficit.
12. We note that in the last bullet you state: "[t]he Board of
Directors of Orion reviewed alternative strategies...and the
possible
values that might be achieved through those strategies, and
concluded
that the alternative strategies were unlikely to result in a
greater
value to Orion or its shareholders."  Please describe the
alternatives, quantify the possible values of each alternative and
why each alternative was rejected.

Description of Ovale`s Business, page 11
13. Please revise to clarify that after the reverse merger, Orion,
as
the surviving entity, will be engaged in Ovale`s current business
of
retailing newborn gifts and clothing.
14. Please describe Ovale`s current financial condition, the
auditor`s going concern opinion, and the accumulated deficit.

15. Please disclose whether you will have any foreign
subsidiaries.
In addition, it appears that the surviving entity may have non-
U.S.
resident officers and directors.  If applicable, in an
appropriately
captioned subsection of the business section, or in the risk
factor
section, please disclose an investor`s ability:

 	(a) to effect service of process within the United States
against any
        	of your non-U.S. resident officers or directors;

 	(b) to enforce U.S. court judgments based upon the civil
liability provisions of the
 	U.S. federal securities laws against any of the above
referenced
foreign
 	persons in the United States;

 	(c) to enforce in a Swiss court U.S. court judgments based on
the
 	civil liability provisions of the U.S. federal securities
laws
against the
 	above foreign persons; and

 	(d) to bring an original action in a Swiss court to enforce
liabilities
 	based upon the U.S. federal securities laws against the above
foreign
 	persons.

16. We note that Ovale has stores in France and Switzerland and
relies on manufacturers in France, Spain, Portugal, Italy, China
and
Madagascar.  Please describe the governmental regulations or
restrictions that have affected Ovale`s business and which may
impact
Orion after the reverse merger.
17. Please describe the impact of foreign currency exchange
fluctuations on Ovale`s business and the expected impact on the
surviving entity.
18. Please include the information described in Items 102, 103 and
303 of Regulation S-B with respect to Ovale.

Development of Ovale`s Business, page 12
19. Please describe the terms of any material customer, supplier
or
distribution agreements, including payment, duration and renewal
terms.

Business Experiences, page 19
20. Please revise to describe the business experience of Messrs.
Fabert, Neveu Cottier and Berney for the past five years.  Refer
to
Item 401 of Regulation S-B.

Amendment to the Certificate of Incorporation, page 20
21. Please revise to state whether the amendments to the
certificate
of incorporation are contingent upon the consummation of the share
exchange and reverse merger.

Committees of the Board and Financial Expert, page 24

22. Please expand your disclosure to include the basis for the
view
of the board that it is appropriate that you do not have a
nominating
committee. See Item 7(d)(2)(i) of Schedule 14A.

Ratification of the Board of Director`s Selection of Bloom & Co.
LLP
as Independent Directors, Page 26

23. Please revise this disclosure to use the disclosure captions
prescribed by Schedule 14A, Item 9.  These captions are Audit
Fees,
Audit-Related Fees, Tax Fees and All Other Fees.  Further, please
disclose the percentage of services rendered that were approved by
the audit committee.  Refer to Item 9(e)(5)(ii) of Schedule 14A.

Description of Orion`s Securities, page 27

24. Please expand your disclosure to include whether any of your
securities have any preemptive rights.

Security Ownership of Certain Beneficial Owners and Management,
page
28
25. Please revise to present the security ownership for each of
Ovale
and Orion before the share exchange and of the surviving entity
after
the reverse merger.  For ease of understanding, please include
officers, directors, and major shareholders in the same table,
rather
than separately.
26. We note that on July 8, 2005, Synergy Asset Management Ltd.
filed
a 13D disclosing that it held at least 600,000 shares of your
common
stock.  Please revise your disclosure to include this entity`s
holdings.
27. We note your statement that you are not subject to Section 16
of
the Exchange Act.  Please provide us with the basis for your
belief
that your directors and officers are not subject to the reporting
requirements of Section 16, or include the disclosure required by
Item 405 of Regulation S-B.

28. Please revise your beneficial ownership table to comply with
Exchange Act Rule 13d-3.  For example, if Mr. Catizone, by virtue
of
his position with Grove Partners or for other reasons, has or
shares
voting or investment power with respect to the shares held by
Grove
Partners within the meaning of Rule 13d-3, then the shares owned
by
Grove Partners should also be listed in the table as being
beneficially owned by him, with appropriate disclosure to avoid
confusion.  Refer to Instruction 8 to Item 403 of Regulation S-B.

29. Please revise to include the ownership information for Mrs.
Fabert and Mr. Catizone in the table, rather than in the
footnotes;
the relationship may be disclosed in the footnotes.  Further,
please
identify the natural person with voting or investment power over
the
shares held by each entity.

Exhibit D:  Audited Financial Statements of Orion

General

30. Where applicable, please make conforming changes to the
financial
statements of Orion Diversified Technologies, Inc.`s Forms 10-KSB
and
10-QSB.

Report of Independent Registered Public Accounting Firm

31. Please obtain and file a revised audit report that indicates
that
the audit was conducted in accordance with the standards of the
Public Company Accounting Oversight Board (PCAOB).  Your auditor
may
not modify this language.  See Commission Release 34-49707 dated
May
14, 2004 and PCAOB Release 2003-025 (particularly Section B.2)
issued
December 17, 2003 for guidance.

Balance Sheet

32. We note that you have recorded an equity interest in Ovale as
a
non-current asset on your April 30, 2005 balance sheet.  However,
based upon your description of the November 8, 2004 closing, it
does
not appear that consideration was exchanged since the shares of
Ovale
are being held in escrow pending the second closing. Therefore, it
does not appear that Orion has an ownership interest in Ovale as
of
April 30, 2005.  Please revise to reflect your issuance of Orion
shares as a deposit or other asset.

Consolidated Statement of Stockholders Equity

33. We note your presentation of 1,166,900 shares issued for the
Orion-Ovale loan and 2,064,100 shares issued for acquisition.
However, since you issued a total of 5,900,000 shares, please
revise
your Statement of Stockholders` Equity to reflect the escrowed
shares.

Notes to Financial Statements

Note 2. - Summary of Significant Account Policies
34. It appears that the Orion-Ovale note receivable acquired by
the
issuance of the 1,166,900 shares to the former owners was
denominated
in Euros.  Please explain to us why you have not recorded a
foreign
currency translation adjustment to other comprehensive income upon
translating this note into your reporting currency.  Please also
add
disclosure of your accounting policy for foreign currency
translation.

Note 6. - Going Concern Basis and Future Plans

35. Please expand your disclosure to include a detailed discussion
of
management`s plans to fund operations during fiscal year 2006 and
beyond.  Please also include a discussion of the possibility that
operations could be discontinued.  Please provide like disclosure
in
Management`s Discussion and Analysis`s and Liquidity sections in
your
Form 10-KSB.

Exhibit E:  Ovale S.A. (A Development Stage Company) Financial
Statements

General

36. We advise you that the interim financial statements for Ovale
should be based upon the company`s fiscal year-end and not that of
Orion.  Please revise to include updated financial statements
through
the quarterly period ended September 30, 2005 and the comparable
period of the prior year.  Refer to Item 310(g) of Regulation S-B.

Report of Independent Registered Public Accounting Firm

37. Please have your auditors revise their report to present the
date
of their audit report.

Consolidated Statement of Cash Flows

38. We note your presentation of $16,950 cash inflow as an
investment
in fixed assets during the four months ended April 30, 2005.  It
appears that this cash inflow resulted from the disposal of fixed
assets during the period.  If so, please revise this presentation
to
separately disclose cash paid for capital investments, proceeds
from
the sale of fixed assets, if any, and the gain or loss recognized
upon the disposal of fixed assets as a non-cash adjustment to cash
flows from operating activities.  Otherwise, tell us what this
cash
inflow represents.

Notes to Financial Statements

Note 5 - Intangible Assets

39. We note your disclosure related to your $401,824 payment to
the
previous lease holder which you have recorded as goodwill on your
consolidated balance sheets.  It appears that you have made this
payment in an effort to secure the lease for your Paris shop and
office and therefore, the payment either represents prepaid rent
or a
deposit.  If this amount is akin to prepaid rent, your financial
statements should be revised to reflect the straight line
amortization of this prepaid amount in your consolidated
statements
of operations based on the term of your lease.

Note 6 - Credit Lines with Financial Institutions

40. We note that your line of credit with UBS is shown on your
balance sheets as part of other liabilities.  Please revise to
present the UBS line of credit in the bank line of credit line
item
on your consolidated balance sheets.

Exhibit F. - Financial Statements

General

41. Please revise to update your interim financial statements
through
the quarterly period ended October 31, 2005 in accordance with
Item
310(b) of Regulation S-B.

Exhibit G. - Pro Forma Financial Statements of Orion and Ovale

General

42. Please revise to update your pro forma combined financial
statements to the most recent interim periods in accordance with
Items 310(d) and 310 (g) of Regulation S-B.  We note that you have
presented Orion Diversified Technologies, Inc.`s financial
statements
as if Orion had adopted Ovale S.A.`s fiscal year as of January 1,
2004 for purposes of presenting the pro forma combined financial
statements.  We advise you that if the fiscal year end of an
acquired
entity differs from the registrant`s most recent fiscal year end
by
more than 93 days, the other entity`s income statement can be
brought
up to within 93 days of the registrant`s most recent fiscal year
end
by adding subsequent interim period results to the most recent
fiscal
year-end information and deducting the comparable preceding year
interim period results. Disclosure shall be mad