ORBIT BRANDS CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31,2004

CONTENTS

Reports of Independent Registered Public Accounting Firms	F-2

Financial Statements:

Balance Sheet	F-4

Statements of Operation	F-5

Statement of Stockholders' (Deficit)	F-6

Statements of Cash Flows	F-7

Notes to Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Orbit Brands Corporation

Sherman Oaks, California

We have audited the accompanying consolidated balance sheet of Orbit Brands Corporation as of December 31, 2004 and the related consolidated statement of operations, stockholders’ deficit, and cash flow for the year ended December 31, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Orbit Brands Corporation as of December 31, 2004 and the results of operations and cash flows for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Orbit Brands Corporation will continue as a going concern. As discussed in Note 2 to the financial statements, Orbit Brands, Inc. suffered recurring losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MALONE & BAILEY, PC

www.malone-bailey.com

Houston, Texas

February 9, 2007

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Orbit Brands Corporation

We have audited the consolidated balance sheet of Orbit Brands Corporation as of December 31, 2003, and the related consolidated statements of operations, stockholders' (deficit) and cash flows for the year ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Orbit Brands Corporation as of December 31, 2003, and results of its operations and its cash flows for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered a loss from operations and has working capital and stockholders' deficits. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stark Winter Schenkein & Co., LLP

Denver, Colorado

June 3, 2004

F-3

Orbit Brands Corporation

(DEBTOR-IN-POSSESSION)

Consolidated Balance Sheet

December 31, 2004

Assets

Current Assets
Cash	$	789
Total current assets		789

Property & equipment		5,238

	$	6,027

Liabilities and Stockholders' (Deficit)

Current liabilities subject to compromise:
Accounts payable	$	2,251,044
Accrued interest		5,716,053
Accounts payable and accrued expenses - related parties		5,839,518
Derivative liability		2,672,776
Convertible notes payable - related parties		947,229
Convertible notes payable		17,756,288
Total current liabilites subject to compromise		35,182,908

Stockholders' (deficit):
Preferred stock, $.001 par value, Series A convertible
10,000,000 shares authorized,
5,000,000 shares issued and outstanding		20,000,000
Common stock, $.001 par value,
5,000,000,000 shares authorized,
1,126,107,071 shares issued and outstanding		1,126,106
Paid in capital		59,686,430
Accumulated (deficit)		(115,989,417	)
		(35,176,881	)

	$	6,027

See the accompanying notes to the consolidated financial statements.

F-4

Orbit Brands Corporation

(DEBTOR-IN-POSSESSION)

Consolidated Statements of Operations

Years Ended December 31, 2004 and 2003

	2004			2003

Revenue	$	3,398		$	-

Operating Expenses:
Selling, general and administrative expenses		4,968,599			986,144
Compensation		20,553,490			250,000
Impairments		2,267,329			-
		27,789,418			1,236,144

Loss from operations		(27,786,020	)		(1,236,144	)

Other (income) expense:
Interest		1,930,436			1,787,800
Reorganization expenses		35,000			-
Loss on derivative liability		644,262			-
Loss on conversion of debt to common stock		1,024,000			-
		3,633,698			1,787,800

Net (loss)	$	(31,419,718	)	$	(3,023,944	)

Per share information - basis and fully diluted:

Weighted average shares outstanding		844,772,026			610,680,704

Net loss per share	$	(0.04	)	$	-

See the accompanying notes to the consolidated financial statements.

F-5

Orbit Brands Corporation

(DEBTOR-IN-POSSESSION)

Consolidated Statements of Stockholders' (Deficit)

Years Ended December 31, 2004 and 2003

	Common Stock						Preferred Stock						Treasury Stock
	Shares			Amount			Shares			Amount			Shares			Amount			Paid in Capital			Accumulated (Deficit)			Total

Balance December 31, 2002		610,680,704		$	610,680			281,250		$	281			281,250		$	(210,937	)	$	59,252,605		$	(81,545,755	)	$	(21,893,126	)

Retirement of preferred stock		-			-			(281,250	)		(281	)		(281,250	)		210,937			(210,656	)					-
Net (loss)		-			-			-			-			-			-						(3,023,944	)		(3,023,944	)

Balance December 31, 2003		610,680,704			610,680			-			-			-			-			59,041,949			(84,569,699	)		(24,917,070	)

Conversion of debt		521,745,956			521,746															2,803,684						3,325,430
Issuance of preferred stock for related party debt								5,000,000			20,000,000															20,000,000
Derivative liability																				(2,159,203	)					(2,159,203	)
Error correction		(6,319,589	)		(6,320	)																				(6,320	)
Net (loss)																							(31,419,718	)		(31,419,718	)

Balance December 31, 2004		1,126,107,071		$	1,126,106			5,000,000		$	20,000,000			-		$	-		$	59,686,430		$	(115,989,417	)	$	(35,176,881	)

F-6

Orbit Brands Corporation

(DEBTOR-IN-POSSESSION)

Consolidated Statements of Cash Flows

Years Ended December 31, 2004 and 2003

	2004			2003

Cash flows from operating activities:
Net (loss)	$	(31,419,718	)	$	(3,023,944	)
Adjustments to reconcile net (loss) to net cash (used in)
operating activities:
Depreciation		1,062
Impairments		2,267,329
Compensation - exchange of related party debt for preferred stock		19,250,000
Notes payable issued for services		2,915,199			809,430
Issuance of common stock and warrants for services		182,334			-
Loss on derivative liability		644,262
Loss on conversion of debt to common stock		1,024,000
Changes in:
Other current assets		(23,995	)		(2,800	)
Accounts payable		598,797			15,882
Accrued interest		1,376,438			1,713,800
Accounts payable and accrued expenses - related parties		1,930,297			323,268
Net cash (used in) operating activities:		(1,253,995	)		(164,364	)

Cash flows from financing activities:
Proceeds from notes payable		1,208,191			209,300

Net increase in cash		(45,804	)		44,936

Beginning - cash balance		46,593			1,657

Ending - cash balance	$	789		$	46,593

Supplemental cash flow information:

Cash paid for income taxes	$	-		$	-

Cash paid for interest	$	-		$	-

See the accompanying notes to the consolidated financial statements.

F-7

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company has four (4) wholly-owned subsidiaries which are Delaware Corporations: SMARTVoice Telecommunications, Inc., (“Smart Voice”), Itrex International Corporation (“Itrex”), Malibu Beach Beverage Group (“Malibu”), and Malibu Entertainment Group, Inc.(“MEG”). The Company has one (1) wholly-owned subsidiary which is a Nevada Corporation: Malibu Mixers Company/BBKO (“BBKO”).

Since January 2001, through the date of this filing, the Company has been essentially non-operative. Its only significant business activity during this period has been raising capital through Itrex to fund the operations of its subsidiaries and to pay certain of the Company’s professionals, employees and other individuals and entities in connection with attempting to restructure the Company.

Operations have ceased and there have been no operations since June 2004.

Consolidation

The financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain items presented in the previous year’s financial statements have been reclassified to conform to current year presentation.

Revenue Recognition

The Company recognizes revenue from services at the time the services are completed and revenue from the sale of products at the time that title passes to the buyer.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Depreciation of assets is computed using the straight-line method over the estimated useful lives of the assets.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2004. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values. The carrying value of the Company’s long-term debt approximated its fair value based on the current market conditions for similar debt instruments.

F-8

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

We review the terms of convertible debt and equity instruments issued to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including the conversion option that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument The Company may also issue options or warrants to non-employees in connection with consulting or other services they provide.

Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value using binomial lattice model utilizing the probability of weighted average cash flow scenarios and is then re-valued and is re-measured at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments like warrants, the Company also uses the Black-Scholes option pricing model to value the derivative instruments. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value.

If the derivative exists at the inception of the instrument, the discount from the face value of the convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. If the instrument is determined not to contain embedded derivatives at inception, but later becomes one because of a tainting event caused by a instrument entered into subsequent to the inception of the convertible debt, the resulting liability is reduced from Additional Paid in Capital.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed periodically, including at the end of each reporting period. If re-classification is required, the fair value of the derivative instrument, as of the determination date, is re-classified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Long Lived Assets

The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts and circumstances that suggest impairment. The Company will measures the amount of any impairment based on the amount that the carrying value of the impaired assets exceed the undiscounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards (“SFAS”) 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses common stock equivalents, if any, are not considered, as their effect would be anti-dilutive.

F-9

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Income Taxes

The Company follows SFAS 109 "Accounting for Income Taxes" for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS 123, "Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in APB Opinion 25, "Accounting for Stock Issued to Employees" (“APB 25”) but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed. The Company has elected to continue to apply APB 25 in accounting for its stock option incentive plans.

SFAS 123 requires the Company to provide pro-forma information regarding net income and earnings per share as if compensation cost for the Company's stock option plans had been determined in accordance with the fair value based method prescribed in SFAS 123. The fair value of the option grants is estimated on the date of grant utilizing the Black-Scholes option pricing model with the following weighted average assumptions for grants during the years ended December 31 2003: expected life of options of 5 years, expected volatility of 361%, risk-free interest rate of 3% and no dividend yield. The weighted average fair value at the date of grant for warrants granted during the year ended December 31, 2003, approximated $0.00 per warrant. Compensation costs charged to operations aggregated $0 for the years ended December 31, 2004 and 2003. These results may not be representative of those to be expected in future years.

Recent Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123R is similar to the approach described in SFAS No. 123. However, SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. SFAS No. 123R became effective for Orbit as of January 1, 2006.

F-10

SFAS No. 123R requires public companies, as well as nonpublic companies that used the fair value method of accounting prescribed by SFAS No. 123 for either recognition or pro forma disclosure purposes, to adopt its requirements using one of two methods: (i) a “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123R for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123R that remain unvested on the effective date, or (ii) a “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate, based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures, either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

Orbit accounts for derivative financial instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires that an entity recognize all derivatives, as defined, as either assets or liabilities measured at fair value. In addition, all derivatives used in hedging relationships must be designated, reassessed and documented pursuant to the provisions of SFAS No. 133.

Certain of Orbit’s debt instruments contained imbedded derivatives, as defined. Orbit has not designated these imbedded derivatives as hedges under SFAS No. 133 and, as such, changes in their fair value are being recognized in earnings as derivative gains or losses.

NOTE 2. BASIS OF REPORTING

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since January 2001, through the date of this filing, the Company has been essentially non-operative. Its only significant business activity during this period has been raising capital through Itrex to fund the operations of its subsidiaries and to pay certain of the Company’s professionals, employees and other individuals and entities in connection with attempting to restructure the Company.

The Company has experienced a significant loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the years ended December 31, 2004 and 2003, the Company incurred net losses of $31,419,718 and $3,023,944 and has working capital and stockholder deficits of $35,182,119 and $35,176,881 at December 31, 2004.

Since June 2004, Orbit has operated under Chapter 11 of the United States Bankruptcy Code, in a case pending in the United States Bankruptcy Court for the Central District of California, as the parent company of the various wholly-owned subsidiaries which are described below.

The Company is currently completing the reorganization process in Chapter 11. It is scheduled to provide a definitive disclosure statement in February 2007, after which a hearing will be set on confirmation of the Company’s proposed Chapter 11 plan of reorganization. Once the Chapter 11 plan of reorganization is confirmed , the Company will emerge from Chapter 11 and continue to implement its immediate and long-range business plan.

The Company’s ability to continue as a going concern is contingent upon its ability to attain profitable operations and secure financing. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

F-11

The Company intends currently to focus its efforts and business strategy on seeking financing for its core business, internet-based technologies, as well as product development and the distribution of related consumer products throughout North America. The Company intends to raise additional capital in the form of equity and/or debt to fund the acquisition and growth of its subsidiaries and recent acquisitions, as described above, which could significantly change the capital structure and cause a change of control in the Company.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 3. ACQUISITIONS

Effective January 1, 2004, the Company through a subsidiary SMARTVoice Telecommunications, Inc, a Delaware corporation (“SMARTVoice”) agreed to acquire the intellectual property of SMARTVoice Telecommunications, Inc, a Georgia corporation (“Georgia”) formed on May 6, 2003. The net liabilities of Georgia were initially acquired by the Company for no consideration. In addition, the Company entered into an employment contract with an individual to serve as the Chief Executive Officer of SMARTVoice (see below). On October 19, 2004, the agreement was amended to adjust the purchase price to include an additional amount of $570,000 in the form notes payable and amend certain terms of the employment agreement.

The acquisition was accounted for as a purchase and the results of operations have been included in the consolidated financial statements since the date of acquisition. SMARTVoice will seek to develop and market telecommunication technology for IP telephony and applications. IP telephony is the technology of using the internet to transport voice conversations.

The summarized balance sheet at the acquisition date as adjusted for the notes is as follows:

Current assets	$	4,754
Due to affiliates		(11,284	)
Notes payable		(570,000	)
Other current liabilities		(216,215	)
	$	(792,745	)

The net cost of the acquisition of $792,745 was recorded as goodwill and subsequently impaired.

Effective June 30, 2004, Malibu Beach Beverage Group, LLC, a Delaware LLC (“MBBG”) was acquired by the Company. MBBG sold all of its rights, title and interests in all intellectual property of the low carb beverages including but not limited to any and all formulas, copyrights and applications, patents and applications, trademarks and applications, licensing, contracts, proprietary information, any other claimed proprietary information, and any other tangible and intangible intellectual property of the low carb beverage business of the MBBG. The net liabilities of MBBG were acquired by the Company for no consideration. The Company’s Chairman and CEO, Joseph Cellura, holds a 25% membership interest in MBBG.

The acquisition was accounted for as a purchase and the results of operations have been included in the consolidated financial statements since the date of acquisition.

F-12

The summarized balance sheet at the acquisition date is as follows:

Current assets	$	242,542
Property and equipment		6,300
Due to related parties		(1,239,056	)
Current liabilities		(142,891	)
	$	(1,133,105	)

The net cost of the acquisition of $1,133,105 was recorded as goodwill and subsequently impaired. The Company also booked impairment losses of $274,092 relating to Malibu Beach Beverage inventories and $67,387 related to obsolete Smartvoice equipment.

NOTE 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES-RELATED PARTY

Accounts payable and accrued expenses consists of the following at December 31, 2004:

Accrued salaries	$	2,464,515
Settlement accrual (see note 10)		2,500,000
Accrued consulting expenses		338,205
Other miscellaneous accruals		536,798
	$	5,839,518

NOTE 5. CONVERTIBLE NOTES PAYABLE

Notes payable consists of the following at December 31, 2004:

Unsecured convertible 12 % notes payable due January 1999, Principal and interest payable at maturity	$	1,527,500
Unsecured convertible 12% debentures due at various dates in 2000, principal and interest payable at maturity, unless converted into common stock		2,935,907
Unsecured convertible 5 % and 12 % debentures due at various dates in 2001, principal and interest payable at maturity, unless converted into common stock		4,910,000
Unsecured convertible 12 % debentures due at various dates in 2002, principal and interest payable at maturity, unless converted into common stock		3,573,145
Unsecured convertible 12% debentures due at various dates in 2003, principal and interest payable at maturity, unless converted into common stock		850,130
Unsecured convertible 12% debentures due at various dates in 2004, principal and interest payable at maturity, unless converted into common stock		3,198,431
Other notes payable		761,704

	$	17,756,289

Convertible notes payable to related parties at December 31, 2004 amounted to $947,229.

F-13

Substantially all of the notes are currently in default. Certain debenture agreements contain covenants, which require the Company to perform a reverse split of not less than fifteen shares of the Company's common stock for one share of common stock.

The convertible notes have contractual conversion rates of between $0.0002 and $0.015 (see Note 12).

As discussed in Note 7, when the company issued the preferred stock , the company re-evaluated the determination under SFAS 133 and EITF 00-19, of whether or not the embedded conversion feature was in need of bifurcation and separate fair value reporting as a derivative liability. The Company determined that the embedded conversion feature did now in fact meet the definition for liability accounting and required bifurcation and fair value recording because the issuance of preferred shares caused an “indeterminate” amount of shares to be issued. At inception of the preferred stock issuance, the entire population of convertible notes was considered to be “tainted” and now contained embedded derivative liabilities. The value of the derivative liability associated with the embedded conversion feature at June 3, 2004 was $1,761,889. Since this determination was made subsequent to the inception of the original notes, this resulted in a decrease in Additional paid-in capital.

The fair value of these embedded conversion features was estimated using a binomial lattice model utilizing the probability of weighted average cash flows under different scenarios.

The primary factors driving the economic value of the embedded derivatives are stock price, stock volatility, an event of default and successful restructuring. Management then made projections of these variables over the term of the valuations. The assumptions at the date (6/3/2004) the Notes were initially tainted were:

·	The stock price would increase at the cost of equity with a volatility of 200%

·	The company is in a state of default and will remain in default for a period of 12 months, after which, an event of default would occur 5% of the time, increasing 0.1% per month

·	The Company would automatically convert “in-the-money” notes if the registration was effective and the company was not in default

·	Successful restructuring would be initially 0% for 12 months then increase to 30% with a .005 stock price and increment monthly by 2% to a maximum of 95%.

At December 31, 2004 the company re-measured the fair value of the embedded conversion feature and the market value was $2,604,716. As a result a loss was recorded in the amount of $973,516 for the year ended December 31, 2004.

NOTE 6. INCOME TAXES

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets at December 31, 2004 are approximated as follows:

Deferred tax assets:
Net operating loss carryforwards	$	14,166,667
Valuation allowance for deferred tax assets		(14,166,667	)
Net deferred tax assets	$	-

F-14

At December 31, 2004, the Company has a net operating loss carry forward of approximately $42.5 million, which will begin to expire in the year 2012 and continue to expire through the year 2024. Given the changes in the business and ownership, management believes it is highly unlikely that the net operating loss will be available to offset future income. The tax benefits of these items are reflected in the above table of deferred tax assets and liabilities. U.S. tax rules impose limitations on the use of net operating losses following certain changes in ownership. If a change were to occur, the limitation could reduce the amount of these benefits that would be available to offset future taxable income each year, starting with the year of ownership change.

The reconciliation of income tax attributable to continuing operations computed at the U.S. federal statutory tax rates to income tax expense is approximated as follows:

	YEARS ENDED DECEMBER 31,
	2004			2003
Income tax benefit at U.S. statutory rate	$	(1,150,000	)	$	(1,030,000	)
State tax benefit, net		(170,000	)		(150,000	)
Change in valuation allowance		1,320,000			1,180,000
Tax expense	$	-		$	-

NOTE 7. STOCKHOLDERS’ DEFICIT

As of December 31, 2004, warrants to purchase 100,000,000 shares of the Company's common stock were outstanding. These warrants expire March 28, 2008 and had an exercise price of $.001 per share.

Stock Option Plan

In November 2000, the Board of Directors and the stockholders of the Company adopted a stock option plan. The number of options, which may be granted under the plan aggregates 175,000,000. The purchase price for any Stock Awards and the exercise price for any Options may not be less than the fair market value for the common stock on the date of grant. There are currently no options outstanding under the plan.

Preferred Stock

On June 3, 2004, the Company issued 5,000,000 Shares of Series A convertible preferred stock to a related party in exchange for forgiveness of $750,000 of debt. The preferred stock had a fair market value on the date of issuance of $20,000,000. The Company determined that this transaction as originally reported in the June 2004 10QSB was incorrect and will file an amended June 2004 10QSB reflecting the correction of this error. The Company originally ascribed a value of $750,000 to the issuance of the preferred stock pursuant to the amount of debt forgiven. Subsequently, the Company determined it was more appropriate to record the issuance at fair market value based on the underlying common stock value at the date of issuance. The Company recorded compensation expense of $19,250,000 with respect to this issuance.

The Company examined the terms of the preferred stock in accordance with SFAS 133 and determined that the conversion feature was clearly and closely related to the host contract and therefore did not need to be bifurcated and valued as a liability. However under the terms of the “reset provision” which states the number of common shares that this series of convertible preferred shares convert into is initially set as of the date of this certificate. The number of shares is calculated by taking the conversion ratio and multiplying the amount of common shares available per preferred share by the number of preferred shares designated by the preferred share certificate attached to this certificate. However, this number shall be adjusted at the end of each month, or on any date upon which a demand for conversion occurs. The purpose of this provision is to maintain the original underlying value of the preferred shares on the date of the original issuance of the preferred shares. This will be accomplished using the following formula:

F-15

One divided by the quotient of the common stock price on the day of conversion divided by the common stock price as of the original date of issuance of the preferred shares. This result shall be multiplied by the number of original common shares that the preferred shares could have been converted to, i.e., assume the original common stock price was $10, and the current stock price is $5. To convert the convertible shares today, the number of common shares per conversion would increase by the following formula: 1 / ($5 per share / $10 per share) = 2. Then multiply the original number of common shares that the preferred stock could have converted into by 2. However, in no case shall the preferred shares be convertible into a number of common shares that is less then the original number of common shares that the preferred shareholders had the right to convert into as of the date of issuance.

This in fact caused a “tainting” of the conversion features within all the outstanding convertible notes and warrants, creating the need for re-evaluation of the outstanding convertible debt and warrants. See Notes 5 and 8.

Common Stock

During August 2004, the Company converted $1,451,189 of debt into 96,745,956 shares of the company’s common stock as part of the restructuring of the company’s capitalization. The shares issued were valued at their fair market value of $96,746. The difference between the fair market value of the shares issued for the above conversion has been recorded as a(loss) on the settlement of debt during the period of $1,354,443. In addition to this conversion the Company also converted $1,321,000 of debt during the year into 425,000,000 shares of common stock. The loss on settlement attributable to this conversion was $1,318,552. The Company also recorded an increase to APIC of approximately $131,000 related to derivative liabilities associated with debt conversions.

NOTE 8. WARRANTS

During 2003, the company issued 100,000,000 warrants to outsiders for services. As a result of the issuance of the preferred stock, the company re-evaluated these warrants under SFAS 133 and determined that they were considered to be “tainted” and should be valued as derivative liabilities.

At June 3, 2004, the derivative liability associated with the warrants was determined to be $397,314.

At December 31, 2004 the company re-measured the fair value of the derivative liability associated with the warrants and estimated it to be $68,060 using Black Scholes pricing model. The assumptions used in this model included (1) 250%volatility, (2) expected term of 5 years, (3) risk free rate of return associated with the remaining term of the warrant (4) expected dividends of zero. This resulted in a gain in the amount of $329,254 for the year ended December 31, 2004.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Operating Leases

F-16

During August 2004, Itrex International, Inc. (“Itrex”), a subsidiary of the Company, entered into a lease for a residential property to be used as an office. The term of the lease was for six months. The Company agreed to issue an aggregate of 7,500,000 shares of common stock in consideration for the lease term. The fair market value of the shares issued was amortized over the term of the lease.

During May 2005, Itrex entered into a lease for another residential property to be utilized as an office. The lease commenced June 1, 2005 for an initial term of one year at an annual rental of $96,000. The lease provides for two renewal options, for four years and five years, respectively. The first option has been exercised.

Future minimum lease payments are as follows:

2005	$	56,000
2006		96,000
2007		96,000
2008		96,000
2009		96,000
2010		40,000

Rent expense for the years ended December 31, 2004 and 2003 including the above lease was $48,000 and $48,000.

Employment Contract

The Company extended the employment with an executive officer, which now expires during June 2010. The agreement provides for minimum salary levels and minimum expense reimbursements as well as for incentive bonuses, which are payable if specified management goals are attained. Minimum commitments for future salaries and expense reimbursement, excluding bonuses aggregate $358,000 per year.

Litigation

A.	Orbittravel.com Corporation, etc., et al, Plaintiffs, v. Teakwood Ventures, L.L.C. et al.

In November 2001, Orbit sued an investor group headed by Teakwood Ventures, LLC. On October 18, 2001, Orbit had reached an overall settlement requiring the return of 184,277,000 shares of common stock which had been issued to the defendants. This lawsuit is still unresolved and is expected to be dismissed in the bankruptcy proceedings.

B.	ORBIT BRANDS CORPORATION, a Delaware corporation, vs. Douglas R. Dollinger, et al.

In February 2004, Orbit sued its former in-house counsel and others for professional negligence and other claims. This lawsuit is still unresolved and is expected to be dismissed in the bankruptcy proceedings.

C.	Dean E. Miller, Plaintiff, vs; ORBIT BRANDS CORPORATION

In February 2004, Orbit was sued by a former employee of the Company, Dean Miller, who had been terminated in 2001 This lawsuit is still unresolved and is expected to be dismissed in the bankruptcy proceedings.

F-17

D.	Mark Savoretti, Plaintiff, vs. Orbittravel.com, Inc., et al,

In January 2004, Orbit was sued for fraudulent inducement, constructive trust, breach of contract, fraudulent transfer and alter ego, arising from a failed business transaction which occurred in late 1999 and early 2000. The bankruptcy court dismissed the proceeding but allowed the claim to be considered as an unsecured claim in the bankruptcy. Unsecured creditors are expected to get no payments when the bankruptcy is resolved.

E.	In re. ORBIT BRANDS CORPORATION, Debtor

In May 2004, Orbit filed for protection pursuant to the provisions of Chapter 11 of the Bankruptcy Code, Title 11.

Orbit is currently restructuring its financial program for its successful emergence from Chapter 11. Its first plan of reorganization was filed on September 16, 2005. Orbit intends to file its second amended plan proposal in February or March 2007. The Court has scheduled a hearing for February 15, 2007 on the status of the Chapter 11 case.

F.	Carol Molus and Michael Molus, Plaintiffs, vs. Joseph Cellura, etc., et al.

In December 2004, Orbit and others were sued by certain investors for breach of contract, fraud, elder abuse, violations of the federal securities laws, and professional negligence against the Company’s attorneys. A pending settlement authorizes issuance of common shares representing up to 10% of total outstanding shares, pending a re-hearing and approval of the Court.

Douglas R. Dollinger, Individually and as Escrow Agent on Behalf of Certain Intended Beneficiaries, Plaintiffs, v. Joseph R. Cellura, etc., et al, Defendants, United States District Court for the Southern District of New York, Case No. 05 CIV. 3097 (assigned to Judge Stephen C. Robinson) (the “Dollinger Action”).

In late March 2005, Orbit and others were sued by its former in-house counsel Orbit expects this lawsuit to be dismissed in the bankruptcy proceedings.

H.	Mary Jean Ribas, Plaintiff, vs. Joseph R. Cellura, et al.

In April 2006, a former employee sued Orbit’s CEO for lost wages and damages. Orbit disputes this case, which is expected to be dismissed or resolved in the bankruptcy proceedings.

During 2003 and 2004, Orbit sold common stock and convertible debentures without registration under the Securities Act of 1933. Although Orbit believes that the sales did not involve a public offering of its securities and that Orbit did comply with the “safe harbor” exemptions from registration, it could be liable for rescission of the sales if such exemptions were found not to apply and this could have a material negative impact on Orbit’s financial position and results of operations.

NOTE 10. RELATED PARTY TRANSACTIONS

At December 31, 2003 the Company was indebted to an officer in the aggregate amount of approximately $3,500,000 which was included in accounts payable and accrued expenses - related parties. This amount relates principally to a settlement agreement for $2,500,000 and unpaid salary and expenses.

On June 3, 2004, because the Company had been unable to pay approximately $3,500,000 of accrued debt owed to an officer and director of the Company, and because of the importance of said officer and director to the Company, the Company’s Board of Directors met and voted in favor of the issuance of a Series A Super Majority Voting Preferred class of stock to said officer and director, as ratified by a majority vote of the Company’s shareholders. As of December 31, 2003, based on previous and unpaid settlements, accrued and unpaid compensation and expenses, and accrued and unpaid benefits, and because said officer and director had indicated that he was willing to forego the payment of $750,000 of said indebtedness in exchange for shares of convertible preferred stock of the Company, the Company was duly authorized to issue 5,000,000 shares of the aforementioned Series A convertible preferred stock to said officer and director, in accordance with the Company’s Certificate of Designation of Series A Preferred Stock. The preferred stock had a fair market value on the date of issuance of $20,000,000. The Company determined that this transaction as originally reported in the June 2004 10QSB was incorrect and will file an amended June 2004 10QSB reflecting the correction of this error. The Company recorded compensation expense of $19,250,000 with respect to this issuance.

F-18

NOTE 11. CORPORATE RESTRUCTURING

In July 2003, Orbit changed its name to Orbit Brands Corporation.

In May 2004, Orbit authorized a 500-to-1 reverse stock split, but this hasn’t occurred yet.

During April 2004, Orbit increased its authorized capital to 2,000,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock. Orbit also authorized the designation of Series A convertible preferred stock with liquidation rights and no dividends. Each share of preferred is convertible into 1000 shares of common stock.

On December 6, 2004, Orbit increased its authorized capital to 5,000,000,000 shares of $.001 par value common stock.

NOTE 12. SUBSEQUENT EVENTS

In May 2005, Orbit borrowed $150,000 from Avalon International Group under an unsecured convertible promissory note. Orbit is currently in negotiations with Avalon to fix the remaining terms of the note.

On May 11, 2005, BBKO, LLC entered into a license agreement with Orbit’s subsidiary, BBKO, Inc. f/k/a Malibu Mixers Company (“BBKO”), that was later rescinded. BBKO, LLC paid BBKO $141,000 and BBKO, LLC got its license back. Also, Orbit owes 85 million common shares to BBKO, LLC.

On June 15, 2005, Orbit borrowed $100,000 from M2B under an unsecured convertible promissory note with interest at 10% APR. The note is due 2 years following confirmation of Orbit’s Chapter 11 Plan, and may be converted into common stock at $.001 per share.

On October 3, 2005, through its BBKO subsidiary, borrowed $300,000 from Harbor View Fund, Inc. under an unsecured convertible promissory note with interest at 4% APR. Orbit is currently in negotiations with Harbor View to fix the remaining terms of the note, including the conversion terms.

On April 19, 2006, through its Itrex subsidiary, Orbit borrowed $46,000 from M2B, Inc. under an unsecured convertible promissory note with interest at 12% APR, and maturing on April 19, 2007. The note may be converted into common stock at $.0003 per share.

On September 27, 2006, and October 4, 2006, through its Itrex subsidiary, Orbit borrowed a total of $40,000 from Todd Silverstein under unsecured convertible promissory notes with interest at 5% APR and maturing one year from each date of issuance. The notes may be converted into common stock at $.0002 per share.

F-19

Upon confirmation of emergence from Chapter 11, Orbit will transfer a 95% interest in two of its wholly-owned subsidiaries, Malibu Entertainment Group (“MEG” and “BBKO”). In connection with this transfer, MEG and BBKO borrowed $250,000 and agreed to borrow another $50,000 from Cleveland BioLabs, Inc. (“CBLI”) in exchange for a convertible promissory note, a 20% minority common stock position in Orbit, 10% minority common stock positions in three of Orbit’s wholly-owned subsidiaries, Itrex,,Malibu Beach Beverage Group (“Malibu”), and Smartvoice Telecommunication, Inc. (“SVT”), and also 95% majority common stock positions in MEG and BBKO.

On January 18, 2007, through its Itrex subsidiary, Orbit borrowed $25,000 from Michael Silverstein under an unsecured convertible promissory note with interest at 6% APR and maturing on January 18, 2008. The note may be converted into common stock at $.0002 per share.

F-20

2.1(1)		Stock Purchase Agreement effective as of April 20, 1998 by and among the Company, Talisman Tools Incorporated and Daniel S. Shedd and Dixon Newbold;

2.2(2)		Stock Purchase Agreement effective as of April 15, 1998 by and among the Company, Divot Golf Corporation, a Florida corporation, and Joseph R. Cellura;

2.3(3)		Stock Purchase Agreement effective as of January 28, 1998 by and among the Company, Miller Golf, Inc., Robert Marchetti, Louis Katon and John Carroll;

2.4(10)		Sale and Assignment Agreement dated as of January 27, 2000 by and among Mark Savoretti and Spartan Capital Management, LLC;

2.5(10)		Assignment Agreement dated as of January 27, 2000 by and among the Company and Spartan Capital Management, LLC;

2.6(10)		Right to Use Agreement dated as of November 1, 1999 by and among the Company and Orbit Network, Inc.;

2.7(10)		Letter of Intent dated as of February 9, 2000 by and among the Company and AnimInet, Inc.;

2.8(10)		Stock Acquisition Agreement dated as of January 31, 2000 by and among the Company and Wilhelmina Artist Management, LLC;

3.1(4)		The Company’s Certificate of Incorporation;

3.2(4)		The Company’s Bylaws;

3.3(5)		Amendment to the Company’s Certificate of Incorporation, filed July 18, 1994;

3.4		Amendment to articles of incorporation Orbit filed dated March 18^th, 2004

3.5		Certificate of Good Standing State of Delaware dated March 16^th, 2004

3.6		Certificate of Designation State of Delaware dated June 1^st, 2004

3.7		Certificate of Designation State of Delaware Correction dated June 1^st, 2004

3.8		Board of Directors Minutes dated April 4^th, 2004

3.9		Board of Directors Minutes dated June 3^rd, 2004

3.10		228 Written Consent dated May 3^rd, 2004

3.11		228 Written Consent dated May 25^th, 2004

3.12		Board of Directors Minutes dated September 25,2004

3.13		Board of Directors Minutes dated September 22, 2005

3.14		Board of Directors Minutes dated September 29, 2006

3.15		Amended articles of incorporation dated December 6, 2004

4.1(6)		Certificate of Designations, Preferences and Rights of the Company’s 1997 Convertible Preferred Stock dated December 29, 1997;

4.2(6)		Certificate of Designations, Preferences and Rights of 10,500 shares of the Company’s 1997 Convertible Preferred Stock dated January 13, 1998;

4.3(10)		Form of Exchange Letter between the Company and the holders of the Company’s 1997 Convertible Preferred Stock;

4.4(10)		Funding Commitment Letter and Subscription Agreement as of February 15, 2000 by and between the Company and Teakwood Ventures, LLC;

10.1 (7)		Form of Warrant issued to the Summit Stockholders dated June 30, 1995;

10.2(7)		Form of Warrant and Registration Rights Agreement issued to Financial Advisor dated June 30, 1995;

10.3(8)		Agreement in Principle dated February 21, 1996 between the Company, Gordon Ewart, the Company’s four golf course subsidiaries, and the Company’s three pension fund partners;

10.4(6)		Form of Convertible Debenture Agreement dated November 18, 1997 between the Company and signatories, with form of warrant to purchase shares of the Company’s common stock;

10.5(6)		Form of Private Placement Purchase Agreement dated December 3, 1997 between the Company and signatories, with form of warrant to purchase shares of the Company’s common stock;

10.6(3)		Form of Private Placement Memorandum dated April 3, 1998 between the Company and signatories, with form of warrant to purchase shares of the Company’s common stock;

10.7(10)		Employment Agreement dated June 24, 1999 between the Company and Joseph R. Cellura;

10.8(10)		Employment Agreement dated November 1, 1999 between the Company and Dean E. Miller;

10.9(10)		Employment Agreement dated November 1, 1999 between the Company and David A. Noosinow;

10.10(10)		Employment Agreement dated December 1, 1999 between the Company and Douglas R. Dollinger;

10.11(10)		Intentionally Omitted;

10.12(10)		Intentionally Omitted;

10.13(10)		Form of Exchange Letter between the Company and holders of the Company’s convertible debt;

10.14(10)		Settlement Agreement dated as of June 24, 1999 between the Company and Joseph R. Cellura;

10.15(10)		Separation Agreement dated as of September 1, 1999 between the Company and Kenneth Craig;

10.16(10)		Settlement Agreement dated as of January 31, 2000 between the Company and Clifford F. Bagnall;

10.17(10)		Settlement Agreement dated as of January 31, 2000 between the Company and Kirk Scoggins;

10.18(10)		Memorandum of Settlement dated as of June 29, 1999 between the Company and the Plaintiff Group;

10.19(9)		The Company’s 1998 Incentive Stock Option Plan;

10.20(10)		Form of OrbitTravel.com, Inc. Convertible Note;

10.21(10)		Management Agreement dated November 17, 1999 between OrbitTravel.com, Inc. and Bonveno.com Limited;

10.22(10)		European Specific Software Development Agreement dated November 17, 1999 between OrbitTravel.com, Inc. and Bonveno.com Limited;

10.23(10)		Operational Agreement dated November 17, 1999 between OrbitTravel.com, Inc. and Bonveno.com Limited;

10.24(10)		Interactive Services Agreement between America Online, Inc. and Orbit Network, Inc. dated as of May 1, 1999;

10.25(10)		Agreement dated as of July 1, 1996 between Applied Information Services, Inc. and Amadeus Marketing, S.A.;

10.26(10)		Associate Distribution and Services Agreement dated as of April 2, 1998 between Orbit Network, Inc. and The Sabre Group, Inc.;

10.27(10)		Services Display and Reservations Agreement dated as of November 24, 1998 between Orbit Network, Inc. and Galileo International, L.L.C.;

10.28(10)		Associate Participation Global Reference System Agreement dated as of August 2, 1999 between Orbit Network, Inc. and WorldSpan, L.P.;

10.29(10)		Certificate of Incorporation of OrbitTravel.com, Inc.;

10.30(10)		Bylaws of OrbitTravel.com, Inc.;

10.31(10)		Joint Venture Agreement dated November 17, 1999 among WebTravel Systems Limited, OrbitTravel.com, Inc., and Bonveno.com Limited;

10.32(10)		Form of Indemnification Agreement;

10.33(10)		Joint Content Distribution Agreement dated January 9, 2000 between OrbitTravel.com, Inc. and AsiaGateway.com, Ltd.;

10.34(10)		Consulting Services Agreement and Joint Consent Agreement dated February 7, 2000 by and among OrbitTravel.com, Inc. and Laspata/Decaro Studio Corp.;

10.35(11)		Settlement Agreement between Divot Golf Corporation and Joseph Salvani dated March 1, 2000; *

10.36(11)		Settlement Agreement between Divot Golf Corporation and Joseph Cellura Trust, dated March 1, 2000; *

10.37(11)		Addendum to Funding Commitment Letter and Subscription Agreement between Teakwood Ventures, LLC and OrbitTRAVEL.com, Inc.; *

10.38(12)		Restated and Amended Funding Agreement and Secured Revolving Credit Agreement between Teakwood Ventures, LLC and OrbitTRAVEL.com, Inc.;

10.38		Promissory Notes Template ITREX International Corporation

10.39		Promissory Notes Affidavit Template ITREX International Corporation

10.40		Teakwood Settlement dated October 18^th, 2001

10.41		Promissory Note Sherman and Peabody dated June 4^th, 2004

10.42		Acquisition Agreement of Smartvoice Telecommunications Incorporated (Georgia) by Smartvoice Telecommunication Incorporated (Delaware) dated January 1^st, 2004

10.43		Acquisition Agreement of Malibu Beach Beverage Group dated June 30, 2004

10.44		Employment Agreement between ORBIT BRANDS CORPORATION and Pat Shuster dated January 1^st, 2004

10.45		Intentionally omitted

10.46		Intentionally omitted

10.47		Intentionally omitted

10.48		License agreement with BBKO, LLC dated May 11, 2005.

10.49		Settlement agreement with BBKO, LLC dated January, 2006.

10.50		Loan documentation for $25,000 M2B loan dated February 25, 2005

10.51		Loan documentation for $25,000 M2B loan dated March 29, 2005

10.52		Loan documentation for $10,000 M2B loan dated April 8, 2005

10.53		Loan documentation for $100,000 M2B loan dated June 15, 2005.

10.54		Loan documentation for $100,600 M2B loan dated September 9, 2005

10.55		Loan documentation for $10,000 M2B loan dated September 13, 2005

10.56		Loan documentation for $12,000 M2B loan dated September 13, 2005

10.57		Loan documentation for $300,000 Harbor View convertible note dated October 3, 2005.

10.58		Memorandum of Understanding regarding potential acquisition of Floating Beds Inc. dated March 27, 2006.

10.59		Loan documentation for $46,000 M2B loan dated April 19, 2006.

10.60		Loan documentation for $30,000 Todd Silverstein note dated September 27, 2006

10.61		Loan documentation for $10,000 Todd Silverstein note dated October 4, 2006

10.62		Loan documentation for $25,000 Cleveland Biolabs, Inc.(“CBLI”) note with Malibu Entertainment Group(“MEG’),dated December 7, 2006

10.63		Loan documentation for $25,000 CBLI note with BBKO dated December 7, 2006

10.64		Loan documentation for $25,000 CBLI note with MEG dated January 4, 2007

10.65		Loan documentation for $25,000 CBLI note with BBKO dated January 4, 2007

10.66		Loan documentation for $75,000 CBLI note with MEG dated February 2, 2007

10.67		Loan documentation for $75,000 CBLI note with BBKO dated February 2, 2007

10.68		Loan documentation for $25,000 Mike Silverstein note dated January 18, 2007

21(10)		The Company’s subsidiaries;

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

32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Delaware	56-1781650
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

PART I

ITEM 1. Description of Business		3

ITEM 2. Description of Property		14

ITEM 3. Legal Proceedings		15

ITEM 4. Submission of Matters to a Vote of Security holders		26

PART II

ITEM 5. Market for the Common Equity and Related Stockholder		28

ITEM 6. Management's Discussion and Analysis or Plan of Operation		39

ITEM 7. Financial Statements		F-1

ITEM 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		54

ITEM 8 A Controls and Procedures		54

PART III

ITEM 9. Directors and Executive Officers of the Registrant		56

ITEM 10. Executive Compensation		57

ITEM 11. Security Ownership of Certain Beneficial Owners and Management		60

ITEM 12. Certain Relationships and Related Transactions		60

ITEM 13. Exhibits and Reports on Form 8-K		60

ITEM 14 Principal Accountant Fees and services		67

SIGNATURES		68

	2004			2003
Net sales	$	12,222		$	-
Net (loss)	$	(8,645,286	)	$	(1,256,839	)
Net (loss) per share
Basic and diluted	$	(0.00	)		(0.00	)

Per Share
Period or Quarter	High	Low
First Quarter 2003	.002	.002
Second Quarter 2003	.004	.003
Third Quarter 2003	.002	.002
Fourth Quarter 2003	.004	.004
First Quarter 2004	.000	.000
Second Quarter 2004	.000	.000
Third Quarter 2004	.000	.000
Fourth Quarter 2004	.000	.000

Name	Age	Position

Joseph R. Cellura	51	Chairman of the Board of Directors and Chief Executive Officer

Denise Bertolini	41	Director and Secretary

2005:	$	56,000
2006:	$	96,000
2007:	$	96,000
2008:	$	96,000
2009:	$	96,000
2010:	$	40,000

			Annual Securities Compensation Underlying
Name and Principal Position	Year		Salary		Options Bonus	All Other Compensation
Joseph R. Cellura		2004	$	250,000		$	19,358,000
Chief Executive Officer		2003	$	250,000			108,000
		2002	$	250,000			108,000

Company Fiscal Year Revenue	Bonus

$0 to $2.0 million		5% of base salary
$2.0 million to $5.0 million		15% of base salary
$5.0 million to $10.0 million		30% of base salary
$10.0 million or greater		50% of base salary

Name of Beneficial Owner Owned Shares (1)	Number of Shares Beneficially		Percent of All

Joseph R. Cellura		236,163,238		21.0	%

	December 31, 2004		December 31, 2003
(i) Audit and audit-related fees	$	103,000	$	17,500

(ii) Tax Fees	$	0	$	0

(iii) All Other	$	0	$	0

ORBIT BRANDS CORPORATION fka OrbitTRAVEL.com Corporation


By: /s/ Joseph R.Cellura
Joseph R. Cellura
Chairman
Chief Executive Officer

Signature	Title	Date


/s/ Joseph R. Cellura	Chairman of the Board of Directors and Chief Executive And Accounting Officer	February 12, 2007