1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

FORM 10-QSB

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

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

COMMISSION FILE NUMBER 000-29673

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

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

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

As of June 30, 2000, 4,572,390 shares of Common Stock were issued and
outstanding.

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

ORION TECHNOLOGIES, INC.

FORM 10-QSB

INDEX

PART I - FINANCIAL INFORMATION PAGE
----

Item 1. Financial Statements (Unaudited)

Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999................1

Consolidated Statement of Operations for the Three and Six Months Ended
June 30, 2000........................................................................2

Consolidated Statement of Cash Flows for the Three and Six Months Ended
June 30, 2000........................................................................3

Notes to Consolidated Financial Statements...........................................4

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................7

PART II - OTHER INFORMATION

Item 1. Legal Proceedings...................................................................12

Item 2. Changes in Securities and Use of Proceeds...........................................12

Item 3. Defaults Upon Senior Securities.....................................................12

Item 4. Submission of Matters to a Vote of Security Holders.................................12

Item 5. Other Information...................................................................12

Item 6. Exhibits and Reports on Form 8-K....................................................12

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ORION TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

June 30, December 31,
2000 1999
---- ----
ASSETS

Current assets:
Cash and cash equivalents....................................... $ 70,930 $ 81,217
Accounts receivable, net ....................................... 296,176 4,532
Inventory....................................................... 279,570 -
Prepaid assets and other...................................... 116,678 34,046
-------------- --------------
Total current assets........................................ 763,354 119,795

Property and equipment, net ......................................... 338,200 339,546
Note receivable ..................................................... - -
Goodwill, net ....................................................... 2,913,040 1,980,945
Investment in joint venture......................................... 100,000 -
Other ............................................................... 37,533 5,000
-------------- --------------

Total assets................................................ $ 4,152,127 $ 2,445,286
============== ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable................................................ 931,249 297,588
Accrued liabilities ............................................ 117,151 259,284

Line of credit payable.......................................... 40,000 -
Current portion of debt......................................... 50,738 -
Due to OIF...................................................... 121,993 -
-------------- --------------
Total current liabilities................................... 1,261,131 556,872

Long term debt....................................................... 120,394 -

Stockholders' equity :
Preferred stock, no par value, 2,500,000 shares
authorized; 65,000 shares issued and outstanding
in 2000 and 1999, respectively.................................. 135,328 135,328
Common stock, $0.01 par value, 100,000,000 shares
authorized; 4,572,390 and 3,089,508 shares issued and
outstanding in 2000 and 1999, respectively...................... 4,572 3,090
Additional paid in capital...................................... 38,003,649 34,985,443
Accumulated deficit............................................. (35,356,739) (33,185,438)
Accumulated other comprehensive loss............................ (16,208) (50,009)
--------------- ---------------
Total stockholders' equity.................................. 2,770,602 1,888,414
--------------- ---------------

Total liabilities and stockholders' equity.................. $ 4,152,127 $ 2,445,286
=============== ===============

See accompanying notes to consolidated financial statements.

ORION TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)

Three Months Six Months
Ended June 30, Ended June 30,
2000 2000
---- ----

Revenues............................................................. $ 231,259 $ 258,889

Cost of revenues..................................................... 182,619 182,619
General and administrative expense................................... 708,784 1,328,529
Reserve for advances to acquisition target........................... 330,000 330,000
Amortization and depreciation........................................ 268,335 569,510
----------- -----------

Net operating loss................................................... ( 1,258,479) (2,151,769)

Other expense, net .................................................. ( 18,929) ( 19,533)
------------ -----------

Net loss............................................................. ( 1,277,408) (2,171,302)
Preferred stock dividend............................................. ( 7,620) (15,240)
----------- -----------

Net loss available to common stockholders............................ $( 1,285,028) $( 2,186,542)
============ ============

Loss per common share - Basic and Diluted ........................... $( 0.30) $( 0.55)
============= ============

Weighted shares outstanding - Basic and Diluted...................... 4,286,445 3,945,443
============= ============

See accompanying notes to consolidated financial statements.

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5

ORION TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)

Cash flows from operating activities:
Net loss............................................................. $( 2,171,302)
Adjustments to reconcile net loss to cash used in operations:
Depreciation and amortization................................... 569,510
Reserve for advances to acquisition target...................... 330,000
Changes in operating assets and liabilities:
Increase in accounts receivable............................. ( 89,029)
Decrease in prepaid expenses................................ 19,629
Increase in other assets ................................... ( 25,976)
Advance from OIF............................................ 121,993
Increase in accounts payable................................ 537,203
Decrease in accrued expenses................................ ( 215,730)
------------

Net cash used in operating activities................................ ( 923,702)
-------------

Cash flows from investing activities:
Purchase of property and equipment.............................. ( 15,813)
Acquisition of Special Accounts Billing Group, Inc.............. ( 60,000)
Acquisition of Transaction Verification Systems, Inc., net of
cash acquired.............................................. 2,403
Investment in joint venture..................................... ( 100,000)
Cash lent to acquisition target................................. ( 330,000)
-------------

Net cash used in investing activities........................... ( 503,410)
-------------

Cash flows from financing activities:
Proceeds from issuance of common stock.......................... 1,383,025
------------

Effect of exchange rate changes on cash ............................. 33,800
------------

Net decrease in cash and cash equivalents............................ ( 10,287)

Cash and cash equivalents, beginning of period....................... 81,217
-----------

Cash and cash equivalents, end of period............................. $ 70,930
===========

See accompanying notes to consolidated financial statements.

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6

ORION TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements of Orion Technologies, Inc., (the
"Company") include the accounts of its wholly owned subsidiaries EZ Electronic
Payment Systems (EZ Elektronische Zahlungssysteme GmbH) ("EZ") and EPS
Electronic Processing (EPS Elektronische Processing Systems GmbH) ("EPS"),
Globalinx Corporation ("Globalinx"), Transaction Verification Systems,
Incorporated, Special Accounts Billing Group, Inc. and Hancock Holdings, Inc.

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

Significant intercompany accounts and transactions have been eliminated in
consolidation. In the opinion of the Company's management, the interim
consolidated financial statements include all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the results
for the interim periods. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The interim consolidated
financial statements should be read in conjunction with the Company's December
31, 1999 audited financial statements included with the Company's filing on Form
8-K/A filed with the Securities and Exchange Commission on June 1, 2000. The
interim operating results are not necessarily indicative of the operating
results for the full fiscal year.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets, and the satisfaction of
liabilities in the normal course of business. The Company has experienced net
losses since its inception. Although the Company expects operating results to
improve, there can be no assurances that the Company will not experience adverse
results of operations in the future. The Company believes that its existing
cash, the anticipated cash flows from proposed 2000 operations, and additional
planned capital fund raising activities should provide sufficient resources to
fund its activities in 2000. The Company's continuation as a going concern is
dependent upon its ability to raise additional financing and to successfully
develop and introduce its products to market. These factors among others may
indicate that the Company will be unable to continue as a going concern. The
Company is actively pursuing additional equity financing to provide the
necessary funds for working capital and to obtain the necessary funds for
planned acquisitions and strategic partnerships. As described in Note 5, the
Company entered into a Funding and Subscription Agreement under which up to
$4,500,000 will be provided to the Company. Management believes the funds
provided under this Agreement and cash flows from operations will be sufficient
to meet its operating plans.

A statement of operations and statement of cash flows for the comparative
interim periods ended June 30, 1999 are unavailable. The results of operations
for the periods ended June 30, 1999 would only reflect the limited activities of
Orion Canada, a subsidiary that was divested of on June 15, 1999. Due to the
divestiture and the subsequent departure of Orion Canada's management, the
Company is unable to prepare or provide comparative financial statements for the
interim period of the previous year as required by Item 310 of Regulation S-B.
The preparation of such statements would require an unreasonable expense and
effort due to Orion Canada's financial information being maintained by parties
no longer affiliated with the Company.

4
7

SUPPLEMENTAL CASH FLOW INFORMATION:

The Company made no payment for interest or taxes during the six months ended
June 30, 2000.

The Company had the following non-cash investing activities during the six
months ended June 30, 2000.

Issuance of shares of common stock as payment
for the acquisition of Hancock Holdings, Inc. $ 112,500
=============

Issuance of shares of common stock as partial payment
for the acquisition of Special Accounts Billing Group, Inc. $ 110,000
=============

Issuance of shares of common stock as partial payment
for the acquisition of Transaction Verification Systems, Inc. $ 1,375,163
=============

Issuance of shares of common stock in satisfaction of a
payable due a director of the Company for services rendered. $ 39,000
=============

NOTE 2 - BUSINESS ACQUISITIONS

In January 2000, The Company entered into a joint venture agreement to form
Rodan Telecom Sp.zo.o in Warsaw Poland. The other one-third partners are
Zeto-Rodan Ltd. and GG Parkiet, both Polish companies. The Company has agreed to
invest $350,000 in three installments in Rodan Telecom to acquire its one-third
interest, and made its first installment of $100,000 in January 2000. The
Company has committed to make additional contributions totaling $250,000 in the
future.

On February 22, 2000, the Company acquired all of the issued and
outstanding capital stock of Hancock Holdings, Inc. ("Hancock") from the
shareholders of Hancock in a pro rata exchange for an aggregate of 150,000
shares of the Company's common stock. As a result of the share exchange, Hancock
became a wholly-owned subsidiary of the Company. Upon the effectiveness of the
acquisition, pursuant to Rule 12g-3(a) of the General Rules and Regulations of
the Securities and Exchange Commission, the Company became the successor issuer
to Hancock for reporting purposes under the Securities Exchange Act of 1934.
Prior to its acquisition by the Company, Hancock was a publicly reporting shell
company with substantially no assets or liabilities, and no operations. The
acquisition was accounted for under the purchase method of accounting. The
Company recorded goodwill in connection with its acquisition of Hancock of
$112,500. Subsequent to the acquisition of Hancock, the Company determined that
there was no future economic benefit of the goodwill associated with Hancock and
expensed the $112,500 to amortization expense.

On February 17, 2000, the Company entered into a service agreement with MHE
Projix, LLC ("MHE") the former majority shareholder of Hancock. Under the terms
of the agreement, MHE has agreed to provide assistance to Orion in locating a
company for possible acquisition; to provide advice to the Company for the
acquisition of such company; assist the Company in maintaining its listing on
the OTC Bulletin Board; and assist the Company with preparation and filing of
the any necessary regulatory filings related to an acquisition. In consideration
for providing such services, MHE received a consulting fee of $110,000.

In March 2000, the Company entered into a non-binding letter of intent for
the acquisition of a 40% interest in a privately held affinity and network
marketer of pre-paid telecommunications services. As part of this agreement, the
Company lent this entity $250,000 under a promissory note agreement and advanced
it an additional $80,000. This note pays interest at 8% and is due on March 9,
2001, subject to acceleration if certain performance criteria are not met, and
is secured by the assets of the entity. Due to non-performance, the Company has
provided notice to this entity that it believes this note is in default and has
requested repayment of the full amount due of $330,000. The Company has fully
reserved the balance at June 30, 2000.

5
8

On May 25, 2000, the Company acquired Special Accounts Billing Group, Inc.
("SABG") for a purchase price consisting of $60,000 cash and 20,000 shares of
the Company's common stock for a total purchase price of $170,000 subject to
regulatory approval. SABG has no operations, and no tangible assets or
liabilities. However it held telecommunication licenses that will allow the
Company, through its Globalinx subsidiary, to provide intra and inter
telecommunications services throughout the United States. The acquisition was
accounted for under the purchase method of accounting. The entire purchase price
was recorded as goodwill and is being amortized on a straight-line basis over
three years.

On June 30, 2000, the Company entered into an Agreement and Plan of Merger
with Transaction Verification Systems, Incorporated ("TVS"). Pursuant to the
Agreement, TVS shareholders exchanged all of the issued and outstanding shares
of TVS common stock for 200,300 shares of common stock of the Company.

Each share of the TVS Preferred Stock, of which 20,000 shares were issued and
outstanding at the time of the merger, was converted into either the right to
receive a promissory note from the Company in the amount of ten dollars per
share or upon the holder's providing proper notice to the Company, the right to
convert each TVS Preferred share into 2.5 shares of Company common stock. Any
holders of TVS Preferred Stock who do not elect to receive Company common stock
will receive a promissory note. The promissory notes bear 8% per annum simple
interest, with principal and interest are due and payable on December 31, 2000,
with each note being guaranteed by the Company.

The purchase price was allocated based on the preliminary fair value of the
assets acquired and the liabilities assumed in the merger, and is subject to
revision.

The acquisition was accounted for under the purchase method of accounting,
thus the results of operations have been included in the consolidated financial
statements from the date of acquisition. The purchase price was allocated based
on the fair value of the assets acquired, including approximately $ 2,400 in
cash, and the liabilities assumed at the date of acquisition. The purchase
resulted in goodwill of approximately $1,176,000.

The unaudited pro forma information for the six months ended June 30, 2000
set forth below gives effect to the TVS acquisition as if it had occurred on
January 1, 2000. The pro forma information is presented for information purposes
only and is not necessarily indicative of the results of operations that
actually would have been achieved had the acquisition of TVS been consummated as
of January 1, 2000.

Revenue $ 1,306,000
Net loss (2,121,000)
Loss per share - Basis and Diluted ( 0.51)

NOTE 3 - INVENTORY

Inventories are stated at the lower of cost, utilizing the first-in,
first-out method, or market. At June 30, 2000, inventory consisted primarily of
raw materials and work in process used by TVS in the manufacture of its
products.

NOTE 4 - NOTES PAYABLE

Notes payable at June 30, 2000 consisted of the following.

TVS notes payable bearing interest at 14.44%, due on
August 1, 2003 with interest and principle payable monthly. $ 171,132

Less: current portion 50,738
---------

Long-term portion of notes payable $ 120,394
=========

In addition, TVS has a revolving line of credit of $100,000 with a bank,
which at June 30, 2000, $40,000 had been borrowed. Repayment of borrowings under
this line of credit are currently guaranteed by two individuals who were
shareholders of TVS prior to its acquisition by the Company.

6
9

NOTE 5 - STOCKHOLDERS' EQUITY

In March 2000, the Company entered into a Funding and Subscription
Agreement (the "Agreement") with OIF Optimum Investment Finance Ag ("OIF") for
the sale of up to 1,000,000 shares of the Company common stock to OIF at a
minimum of $4.00 per share, subject to adjustment, as set forth in the
Agreement. As part of this Agreement, OIF has committed to provide working
capital and operating funds of up to $3,000,000 to the Company in four quarterly
installments of $750,000, beginning in May 2000. The Agreement also provides for
OIF to provide the Company with up to $1,500,000 of additional funding for
expansion by the Company through acquisitions, mergers or strategic
partnerships. As of June 30, 2000, OIF has provided the Company approximately
$1,383,000 for the purchase of 1,100,116 shares of Company common stock under
this Agreement. Subsequent to June 30, 2000, the Company has sold an additional
67,777 shares of common stock for $305,000 to this investor.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the three and six months ended June 30, 2000, the Company paid
$191,000 to NewDominion Capital Group, Inc., a company of which Frans Heideman,
the Company's chief executive officer, is a controlling shareholder. NewDominion
provides the Company with office support, management and consulting services,
including certain amounts paid for the personal services of Frans Heideman.

Mr. Klaus Maedje, one of the Company's directors, also earns fees for
preparing the accounting and tax reports for EZ. On May 12, 2000, Mr. Maedje
agreed to convert the approximately $39,000 due him into 9,736 shares of the
Company's common stock.

NOTE 7 - SEGMENT INFORMATION

Information regarding our operating segments - eCommerce/Point of Sales
("eCom") and Telecommunications (Teleco") is as follows for the six months ended
June 30, 2000:

eCom Teleco Other Total .
------------------------------------------------------------

Revenues from external customer $ 54,253 $ 204,636 $ - $ 258,889
Intersegment revenues - - - -
Segment income (loss) before taxes (186,304) 9,919 (1,994,917) (2,171,302)

The Company evaluates the performance of its operating segments based on
operating income (loss). The "Other" column includes corporate related items and
other non-operating items.

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

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

Our financial statements have been presented on a going concern basis,
which contemplates the realization of assets and settlement of liabilities and
commitments in the normal course of business. The Company has experienced losses
since its inception. Although we expect operating results to improve, there can
be no assurances that we will not experience adverse results of operation in the
future.

Prior to May 30, 2000, our common stock was traded on the OTC Bulletin
Board, a service operated by the Nasdaq Stock Market, Inc. under the trading
symbol "ORTG". Our common stock was removed temporarily from the OTC Bulletin
Board in accordance with NASD Market Rule 6530. On June 1, 2000 the Company
filed a Form 8K/A and Form 10-QSB, which included audited financial statements.
Nasdaq reinstated our listing on the OTC Bulletin Board under its symbol ORTG.BB
on June 7, 2000.

OVERVIEW OF OUR BUSINESS AND RESULTS OF OPERATIONS

During 1999, we changed our focus, and as part of this change we acquired
two German companies, EZ Electronic Payment Systems (EZ Elektronische
Zahlungssysteme GmbH) ("EZ") and EPS Electronic Processing (EPS Elektronische
Processing Systems GmbH) ("EPS") both engaged in the business of rental of point
of sale equipment and processing transactions for electronic funds transfers at
points of sales (EFT/POS). Our focus is on providing electronic commerce and
telecommunications services. In December 1999, we formed Globalinx, a wholly
owned subsidiary that is concentrating on providing integrated
telecommunications services. Operations for both of these entities have only
recently commenced. Before the development and expansion of these businesses,
our business consisted of the operations of our subsidiary Orion Canada that was
heavily focused on eCommerce in the banking business in Asia Pacific. We
divested Orion Canada on June 15, 1999 due to its sustaining of material losses
and our belief that such losses could not be easily remedied.

We are focusing on developing the infrastructure necessary to grow both our
domestic and European EFT/POS and telecommunications operations, and we have
incurred certain costs related to that development. Many of our lines of
business are in their early stages of development. EZ is a relatively young
company, it began generating revenue in 1997, and Globalinx, formed in late
1999, began generating revenue in April 2000.

As a part of our plan, in January 2000, we entered into a joint venture
agreement as a one-third partner in Rodan Telecom Sp.zo.o located in Warsaw
Poland. We have agreed to invest $350,000 in three installments in Rodan Telecom
to acquire a one-third interest. We made our first installment of $100,000 in
January 2000, plan to make its second installment of $150,000 during the last
half of 2000, and our third and final installment of $100,000 during 2001. The
other one-third partners are Zeto-Rodan Ltd. and CG Parkiet, both Polish
companies. Rodan Telecom has developed a new service known as ParkietOnline
Professional, which we believe is the first of its kind in the Polish
marketplace. The Service allows users to monitor real time stock market activity
in automatically updated tables and charts. In the future, Rodan Telecom plans
to expand ParkietOnline to provide on-line securities trading to their brokerage
Customers.

On May 25, 2000, we acquired Special Accounts Billing Group, Inc. ("SABG")
an Illinois corporation for a purchase price totaling $170,000, consisting of
$60,000 in cash and 20,000 shares of the our common stock subject to regulatory
approval. The acquisition of SABG was strategic to us, since it held the
telecommunication licenses to allow us, through Globalinx, to provide intra and
inter telecommunications services though out the United States.

11
On June 30, 2000, the Company entered into an Agreement and Plan of Merger
with Transaction Verification Systems, Inc. ("TVS"). TVS manufactures and sells
products and electronic systems that enhance the capabilities of Point of Sale
(POS) equipment to verify individual transactions and document any evidence of
theft. The equipment interfaces with cameras, video tape, and ATM or cash
registers, to ensure the integrity and accuracy of transactions for retailers
and banks. The market and customer base of the target company is similar to that
of EZ (small to mid-size banks, retail and commercial businesses), although to
date, the target has concentrated its marketing efforts in the United States.
Existing TVS management will remain in place and work closely with our senior
executives to grow the customer base and products with additional capital and
strategic resources of Orion.

Pursuant to the Agreement TVS shareholders exchanged all of the issued and
outstanding shares of TVS common stock for 200,300 shares of our common stock.

Each share of the TVS Preferred Stock, of which 20,000 shares were issued
and outstanding at the time of the merger, was converted into either the right
to receive a promissory note from the Company in the amount of ten dollars per
share, or upon the holder's providing proper notice to the Company, the right to
convert each TVS Preferred share into 2.5 shares of Company common stock. Any
holders of TVS Preferred Stock who do not elect to receive Company common stock
will receive a promissory note. The promissory notes bear 8% per annum simple
interest, with principal and interest are due and payable on December 31, 2000,
with each note being guaranteed by the Company.

The Merger Agreement also provides that should within sixty days after the
date of the merger the Total Consideration Value, as defined in the Agreement,
is less than $1,000,000, the Company will issue additional shares of its common
stock to those TVS Stockholders who converted their TVS Stock for Company common
stock, on a proportionate basis, such that the Total Consideration Value will
equal $1,000,000. Since we accounted for this acquisition under the purchase
method of accounting, and we acquired TVS on the last day of our second quarter,
the results of operations have not been included in our consolidated financial
statements. The market value of our common stock exchanged totaled $1,375,000.

On May 28, 2000 we signed a non-binding letter of intent to acquire the
assets through cash payment and an exchange of shares of a company engaged in
the rental of cellular phones that are able to roam seamlessly in over 100
countries and territories outside of the United States. Users receive their
phone and phone numbers prior to leaving the United States and have immediate
access on arrival in the foreign country. The phones are returned at the end of
the user's trip. Should we be successful in acquiring the target company, it
will become part of Globalinx, since we feel it fits into our strategy of a
becoming a major provider of worldwide telecommunications services.

In March 2000, the Company entered into a non-binding letter of intent for
the acquisition of a 40% interest in a privately held affinity and network
marketer of pre-paid telecommunications services. As part of this agreement, the
Company lent this entity $250,000 under a promissory note agreement and advanced
it an additional $80,000. This note pays interest at 8% and is due on March 9,
2001, subject to acceleration if certain performance criteria are not met, and
is secured by the assets of the entity. Due to non-performance, the Company has
noticed this entity that it believes this note is in default and has requested
repayment of the $330,000 previously advanced. The Company has fully reserved
the balance at June 30, 2000 and is no longer pursuing acquiring this entity.

As we expand our business operations, we are seeking to acquire additional
companies in the EFT/POS, e-commerce and telecommunications marketplace through
merger, acquisition and strategic alliance. In particular, we intend to continue
to expand our market share within the rapidly growing telecommunications
industry. The need for wireless and Internet-based protocols of
telecommunications is anticipated to grow exponentially. Technology research
firm Dataquest expects that the number of wireless data subscribers in the U.S.
alone will explode from three million in 1998 to 36 million in 2003. (Forbes
Daily Newsletter 12/03/99) The International Telecommunications Union believes
that cellular will overtake fixed-line access for voice and Internet access
within five years. The next generation of wireless and web integration is
merging into a universal handset with global service. Wireless Access Protocol
(WAP) will enable multi-medium communications capabilities for all mobile phone
users.

We believe that IP (Internet Protocol) telephony will lead the next
generation in telecommunications services. IP telephony domestic Minutes of Use
(MOU) will grow from five billion MOU in 2000 to over 50 billion MOU in 2005. A
recent survey of information system and telecom managers at major U.S.
corporations found that 80 percent have IP-based network architectures; of the
remaining 20 percent, half intend to migrate to IP in 2000 (The Yankee Group).
The Company is actively seeking strategic alliances and developing its own
capabilities to deliver services with this convergent technology.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000

For the second quarter ended June 30, 2000, we experienced a net loss of
approximately $2,171,000, or $0.55 share of common stock. This loss was caused
by a combination of operating losses in EZ, and start up and administrative
expenses incurred in the domestic operations of Orion and Globalinx. Since we
accounted for the acquisition of TVS using the purchase method, we began
recording their operation on July 1, 2000. As described above, we have also
entered into a non-binding letter of intent an acquisition we hope will close in
late 2000. We anticipate that TVS and future acquisitions will add product
offerings and services that are in our areas of focus and will contribute both
revenues and cash flows once fully integrated and operational.

We believe that our current operations are not indicative of our future
operations. It is difficult for us to predict what those operations will consist
of, since we are in the process of refining our focus and building our Company.
We expect this to include additional acquisitions to those identified above
subject to available financing.

REVENUES

Our revenue during the three and six months ended June 30, 2000 was as
follows:

Three Months Six Months
Ended June 30 Ended June 30
------------- -------------

Rental and transaction processing of Point of Sale (POS) terminals
by EZ in Germany $ 26,623 $ 54,253

Resale of long distance services through Globalinx 204,636 204,636
---------- ----------

$ 231,259 $ 258,889
========== ==========

Globalinx now services over 30,000 customers. As mentioned above, we only
began recording the operations of TVS on July 1, 2000. However, had we been able
to record the revenue of TVS as though our acquisition of TVS has occurred on
January 1, 2000, we would have had total revenue for the six months ended June
30, 2000 of approximately $1,306,000.

COST OF SERVICES

During the three months ended June 30, 2000, we began earning revenues in
Globalinx principally from the resale of long distance service. Our cost of this
service consists primarily of the cost of long distance services we purchase. We
believe that, as our customer base increases and our revenues grow, that our
costs will increase. However, as our customer base expands and we diversify our
product offerings, we expect to experience an improvement in our overall gross
margin. Direct costs we incur related to revenue earned for the rental and
servicing of point of sale terminals are minimal.

EXPENSES

During the three and six months ended June 30, 2000, we incurred general
and administrative expenses totaling $708,784 and $1,328,529, respectively. The
decrease in our general and administrative expenses during the second quarter,
which decreased by approximately 10% from the first quarter, was primarily due
to a one-time cost we incurred in connection with the acquisition of Hancock of
$110,000. We are actually incurring increased general and administrative
expenses as we expand our corporate infrastructure, hire additional personnel,
make acquisitions and expand our product services offerings. We expect this
trend to continue in the future. During the first and second quarter of 2000, we
incurred significant legal and accounting fees in preparation of our Form 8-K/A
we filed as part of becoming re-listed on the OTC Bulletin Board. While we
anticipate continuing to incur professional fees in the normal course of our
business and related to future acquisition and strategic alliances, we expect
that overall, professional fees will decline in the future.

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13

During the second quarter of 2000, the Company established a reserve
related to the collectability of amounts it had advanced a potential acquisition
target in March and April of 2000.

Amortization and depreciation expense was $ 268,335 and $569,510 for the
three and six months ended June 30, 2000, respectively, and related primarily to
the amortization of goodwill we recorded in connection with our purchase of EZ
and EPS, TVS, SABG, and the write-off of $112,500 of goodwill we recorded in our
acquisition of Hancock. Since we plan to complete additional acquisitions in the
future and anticipate purchasing property and equipment used in the operation of
our businesses, we expect that goodwill and depreciation expense will also
continue to increase.

INCOME TAXES

There was no provision for federal or state income taxes for the period
from our inception due to our operating losses. At December 31, 1999, we had net
operating loss carryforwards for income tax purposes. A valuation allowance has
been established and, accordingly, no benefit has been recognized for our net
operating losses and other deferred tax assets.

CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCE

Since December 31, 1999, we have raised approximately $2,334,525 from the
sale of our common stock primarily in offshore private placements from European
investors. In March 2000, the Company entered into a Funding and Subscription
Agreement with Optimum Investment Finance AG. (OIF) for the sale of up to
1,000,000 shares of the Company's common stock to OIF at a minimum price of
$4.00 per share, subject to adjustment, as set forth in the Agreement. As part
of this Agreement, OIF has committed to provide working capital and operating
funds of up to $3,000,000 to the Company in four quarterly installments of
$750,000 beginning in May 2000. The Agreement also provides for OIF to fund the
Company with up to $1,500,000 of additional expansion funding for acquisitions,
mergers or strategic partnerships. The Agreement was entered after the
completion of the annual budgeting and planning process for the Company. The
amount and timing of additional working capital and expansion funding was
determined as a result to that planning process. As of July 27, 2000, OIF has
provided the Company with $1,383,025 from the purchase of 1,167,893 shares of
Company common stock under this Agreement.

We currently have a line of credit available for use by TVS of up to
$100,000, of which the Company has drawn approximately $40,000. Repayment of our
line of credit is currently guaranteed by two of the former stockholders of TVS.
We are negotiating with the lender to release these individual from this
guarantee.

Net cash used in operating activities for the six months ended June 30,
2000 was $ 932,702 used primarily for funding the operations of EZ, Orion and
start up expenses associated with Globalinx.

Net cash used in investing activities of $503,410 consisted of advances to
an entity totaling $330,000, as described above, our first investment
installment of $100,000 in Rodan Telecom, purchase of equipment for Globalinx,
and net cash paid related to the acquisitions of SABG and TVS.

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

Net cash from financing activities was $1,383,025 during the six months
ended June 30, 2000 from the sale of our common stock.

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We expect to experience significant growth in our operating expenses in the
future, particularly as we acquire new companies, enter into strategic
partnerships and expand our product offerings as we execute our business plan.
As a result, we anticipate that these operating expenses, as well as planned
capital expenditures, will constitute a material use of our future cash
resources. In addition, we may utilize cash resources to fund acquisitions or
investments in complementary businesses, technologies or product lines. We
believe that the net proceeds from the sale of common stock under the Funding
and Subscription Agreement with Optimum Investment Finance Ag, supplemented by
cash flows from our operations, will be sufficient to meet our operational and
capital expenditure requirements for at least the next twelve months.
Thereafter, we may find it necessary to obtain additional equity or debt
financing. In the event additional financing is required, we may not be able to
raise it on acceptable terms or at all. Any failure to obtain additional
financing will likely place the Company in significant financial jeopardy.
Therefore, the Company cannot predict the adequacy of its capital resources on a
long-term basis.

PART II - OTHER INFORMATION

Item 1. Legal proceedings - None.

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

Item 3. Defaults upon senior securities - None.

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

Item 5. Other information - None.

Item 6. Exhibits and reports on Form 8-K

A. Exhibits

Exhibit
No. Description
------- -----------
27.1 Financial Data Schedule (filed herewith).

B. Reports on Form 8-K:

1. On July 17, 2000, the Company filed an 8-K related to its
acquisition of Transaction Verification Systems, Incorporated
("TVS")

2. On June 1, 2000, the Company filed a Form 8-K/A related to its
acquisition of Hancock Holdings, Inc.

3. On February 24, 2000, the Company filed a Form 8-K/A related to its
acquisition of Hancock Holdings, Inc.

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SIGNATURES

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

Orion Technologies, Inc.
(Registrant)

By: /s/ A. Frans Heideman Date: August 14, 2000
--------------------------- ---------------
A. Frans Heideman, President
and Chief Executive Officer

By: /s/ James McComas Date: August 14, 2000
--------------------------- ---------------
James McComas, Vice President
and Chief Financial Officer