U. S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





|X|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF


THE
SECURITIES EXCHANGE ACT OF 1934





FOR THE
FISCAL YEAR ENDED December 31, 2007





Commission File No.
0-4006





Ovale
Group, Inc.


( Exact
name of registrant as specified in its charter)





New Jersey
            22-1637978(State
      or other jurisdiction
            (IRS
      Employer Identification No.)Of
      incorporation or organization)





14 Front St., Suite
200,Hempstead,NY11550


(Address
of Principal Executive Offices)   (Zip Code)





(203)
252-2357


(Issuer's
Telephone Number Including Area Code)





Securities
registered under Section 12(b) of the Act:


None





Securities
registered under Section 12(g) of the Act:





Common Stock, no par
value


(Title of
Class)





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) or the Exchange Act {   }





Check  whether  the
Issuer (1) has 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 registration was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YES { X}  NO {    }





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the  registrant's  knowledge,  in
definitive proxy or information statements
incorporated  by  reference  in Part III of this
Form  10-KSB or any amendment to this Form 10-KSB.
{     }





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2) of the Exchange Act). Yes {   }  No
{x}





State
issuer's revenues for its most recent fiscal year. $1,566,191





The
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, $.20/share, as of March 31, 2008, was approximately
$2,020,131





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date (March 31, 2008).


Common
Stock, No Par Value, 16,086,532 shares





DOCUMENTS
INCORPORATED BY REFERENCE


None








Ovale
Group, Inc.


Form
10-KSB Annual Report





Table of
Contents





Part IItem 1
            Description
      of  BusinessItem 2
            Description of PropertyItem 3
            Legal ProceedingsItem 4.
            Submission of Matters to a Vote of Security
      HoldersPart IIItem 5.
            Markets for Common Equity and Related Stockholders
      MatterItem 6
            Management's Discussion and Analysis or
      Plan of OperationItem 7
            Financial Statements (See Financial
      Section)Item 8
            Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure.Item 8A
            DisclosureControls and ProceduresItem 8B
            Other InformationPart IIIItem 9
            Directors, Executive Officers, Promoters and
      Control PersonsItem 10
            Executive CompensationItem 11
            Security Ownership of Certain Beneficial Owners
      and ManagementItem 12.
            Certain Relationships and Related
      TransactionsItem 13
            Exhibitsand Reports on Form
      8-KItem 14
            Principal Accountant Fees and
      Services











PART
I





ITEM
1. DESCRIPTION OF BUSINESS





(a)
Business Development





Historical
Development





Ovale
Group, Inc. known as Orion Diversified Technologies, Inc.  (“Orion”)
until its name was changed to Ovale Group, Inc. (“OVLG”) on December 24, 2007,
was incorporated in New Jersey on May 6, 1959.  Until 1986, the
Company was engaged in the marketing and sale of a line of semiconductors,
transistors, diodes and rectifiers and, to a lesser extent, other ancillary
related electronic products.  Because of sustained operating losses,
the Company discontinued this line of operation and filed a plan of
reorganization (under Chapter 11 of the Bankruptcy Act , on April 30,
1990.  Thereafter it was released from the proceeding and commenced
looking for another business.  It became involved in a real estate
project which did not succeed and then became a shell again looking for an
opportunity.  As described below, Ovale S.A., a Swiss Company,
acquired the net assets of Orion and continued operations as a public
company under the legal entity Ovale Group, Inc.





OVLG’s
address is 14 Front St., Hempstead, Suite 200, Long Beach, NY 11561, and
its telephone number is  203-252-2357.





Recent
Developments





Ovale
S.A Business Combination





On
September 15, 2004, the OVLG , and the holders of all of the outstanding capital
stock (the "Holders") of Ovale S.A., a Swiss corporation ("Ovale"), entered into
a reverse acquisition Share Exchange Agreement (the "Share Exchange ") that
amended, restated and replaced their prior 2003 agreement.  Pursuant
to the Share Exchange, the Holders agreed to tender to OVLG all of
the  issued and outstanding shares of Ovale in exchange for an
aggregate of 10,608,100 shares of common stock of the OVLG.





In
addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000 from
Orion in June, 2003 (the “June Borrowers”) and Vladimir Fabert, Ovale's
President and principal stockholder ("Fabert") who arranged for a loan to be
made to Ovale for a maximum of €700,000 (the “Fabert-Ovale Loan”) agreed that at
the closing: (i) Fabert would accept 1.667 shares of the OVLG's common stock for
each Euro lent to Ovale by OVLG as payment of the Fabert-Ovale Loan; and (ii)
the June Borrowers would accept CHF50,000 as additional payment for their Class
A Ovale shares in full satisfaction of their loan.  The CHF50,000
payment to the June  Borrowers was later waived.





On
November 8, 2004, the OVLG, Ovale and the Holders entered into an amendment (the
"Amendment") to the Exchange Agreement.  Pursuant to the Amendment,
the parties agreed to consummate the business combination in two closings. At
the first closing, which took place as of November 19, 2004, the OVLG delivered
5,900,000 shares of its common stock, $.01 par value per share, to FredericCottier, the designated
Swiss escrow agent. An aggregate of 2,669,541 of these shares were placed
in  escrow until the second closing when the same were to be delivered
to Vladimir Fabert (1,949,541 shares) and Alexandre Fabert, his wife (720,000
shares). An aggregate of 1,166,900 shares were delivered to the owners of the
OVLG-Ovale loan and 2,063,559 shares were delivered to the Ovale shareholders in
proportion to their interests in Ovale.  Also, the OVLG-Ovale loan was
assigned to OVLG, all issued and outstanding shares of Ovale were delivered to
Ovale’s counsel in escrow until the second closing, and  €443,894 held
in trust in Switzerland, was released to Ovale for use in its
business.





OVLG
Shareholders Meeting on December 18, 2008





As
reported in its 8-K report filed on December 21, 2008, on December 18, 2008,
OVLG held a meeting of its shareholders pursuant to its final proxy statement
which became effective on November 13, 2008.  At that meeting the
shareholders voted in favor of the Exchange Agreement and all of the other
proposals presented at the meeting.  See ITEM  4: Submission of
Matters to a Vote of Security Holdersbelow. Effective control of
OVLG was turned over to the controlling shareholders of Ovale, S.A. as a result
of the vote.  However, the formalities of the




1


closing
were not completed until April 3, 2008.   At the second closing
concluded on that date, OVLG  delivered the remaining 5,875,000 shares
of its common stock, to the individual Ovale shareholders in exchange for all of
the Ovale shares.




As a
result, Ovale became a wholly owed subsidiary of the OVLG, and the Holders
collectively became the owner approximately 75% of the total number of shares of
OVLG's common stock issued and outstanding as of the delivery of those shares
effective April 3, 2008.  The transaction with the Holders is
accounted for as a recapitalization. Following the closing of the Share
Exchange: (i) Messrs. Vladimir Fabert and Gilles Neveu became OVLG's principal
executive officers and members of the OVLG's three man Board of Directors; (ii)
Vladimir Fabert became OVLG’s CEO and CFO, and (iii) Gilles Neveu became OVLG’s
Vice President and Chief Designer.  (iii) Irwin Pearl remains a member
of the OVLG's Board of Directors.








Business
of OVLG





OVLG’s
Business




OVLG is principally engaged in the
design and distribution of high quality infant clothing, gifts and accessories.The business of OVLG is conducted through its wholly-owned subsidiary,
Ovale, S.A. and the subsidiaries of that organization.  Consequently a
description of the business of OVLG is a description of the business of Ovale,
S.A. and its wholly-owned subsidiaries.





Organization




Ovale,
S.A. was incorporated on October 17, 2002, in accordance with the laws of
Switzerland. Ovale's headquarters is located at 36 Boulevard Helvètique CH-1207
Geneva, Switzerland. Ovale's telephone number is (41) 22 593 0077 and its
Facsimile number is (41) 22 593 0078.




Overview




Upon full consummation of the
transaction, OVLG continued Ovale’s business in its existing format and OVLG
does not anticipate any change in the foreseeable future.  Therefore
OVLG is engaged in the contract manufacture and retail marketing of high
quality, high-end, designer gifts and clothing for newborns and infants up to 12
months of age. OVLG’s products include jewelry, footwear, accessories and
clothing designed by, or designed under the supervision of Gilles Neveu, an
established designer in France. OVLG intends to take advantage of what its
management perceives as an opportunity created by the absence of a one-stop
retail location where fashion conscious parents, grandparents, family and
friends can demonstrate their affection for new arrivals by giving tasteful,
high quality jewelry, silverware, clothing, and accessories.  OVLG 's
goal is to become a well known brand for such goods and to expand its products
worldwide.




Business
Strategy




OVLG's
business strategy contains the following principal elements:




Focused Market.
            OVLG
      endeavors to take advantage of the natural desire of parents,
      grandparents, families and friends to welcome newborn babies into the
      family fold with gifts, whether informally or at baby showers, baptisms,
      naming ceremonies, and the like.  OVLG is
      focusing  its efforts on the well to do and fashion conscious
      segment of the European newborn gift buying public who demand the highest
      quality gifts to express their joy and affection;Diverse Competition.
            Ovale
      believes that although numerous competitors exist for each of Ovale's
      product categories, there is an absence in Europe of one-stop retail
      locations for tasteful, high quality jewelry, footwear, accessories and
      clothing. Accordingly, the spending power of the affluent newborn gift
      giver has been diluted. Existing competitors provide practical necessities
      (i.e., bottles, diapers, etc.), clothing, toys, or jewelry. Ovale's
      management does not know of any highly visible gift outlets for jewelry,
      silverware, clothing, accessories and clothing devoted to
      infants.Brand Awareness.
            OVLG
      is creating a brand name for gifts for infants that can be relied upon to
      have been designed or selected by an industry recognized designer and to
      insure unquestioned quality, fit and
  workmanship.




2




Effect
of Currency Fluctuations




Ovale
conducts its business in Swiss francs, (CHF).  However, its customers
in France and England are likely to purchase with Euros or Pounds Sterling.
Wherever they purchase, customers  may also have other currencies with
which they desire to purchase.  Currencies are translated into the
currency of the outlet at the point of sale, thus avoiding currency fluctuation
issues in regard to retail sales.  However, from time to time longer
term sales contracts may have fixed prices stated in currencies other than
CHF.  Manufacturers may require payment in US dollars, Euros, or
CHF.  They usually want US dollars.  Moreover, for purposes
of compliance with the disclosure requirements of U.S. securities laws, Ovale
translates its finances into US dollars.   For reporting
purposes, assets and liabilities are translated into US Dollars (US$) at the
exchange rates in effect at the relevant balance sheet date. Revenues and
expenses are translated into US Dollars at the weighted average exchange rates
for the period. The net effect of exchange rates movements resulting from
re-measurement into US Dollars is reported in a separate account within
shareholders equity.   Currency fluctuations can have a
substantial negative (and positive) affect on Ovale’s financial position, as is
shown in its Consolidated Balance Sheet. In recent months the value of the US
dollar has declined in relation to both the euro and the Swiss franc. There
follows an abstract of the effect of the fluctuations of the dollar as it
affects the US dollar financial statements of the company.  (In other
words if the US dollar loses value in comparison to the Swiss franc (CHF) the
financial condition of OVLG will deteriorate because Ovale's liabilities exceed
its assets and the amount of deficit measured in dollars will
rise.)





December
      31, 2003
            $
      (   54,826)December
      31, 2004
            (147,265)December
      31, 2005
            66,335December
      31, 2006
            188,168December  31,
      2007
            (­­­628,098)





OVLG’s
Current Financial Condition




Since its
inception in October, 2002, Ovale has been dependent upon external and private
sources for its financing. Since its inception, to December 31, 2007 OVLG,
viewed as a consolidated entity raised Euros and USD equal to $5,665,004 (booked as
Shareholder and Related Party Loans) plus $1,207,193 invested in
shares of OVLG. As of December 31, 2007, the amount due to shareholders
(principally to Vladimir Fabert), and related parties was $5,665,004  and
investment in shares of OVLG was $1,207,193. On a
consolidated basis, OVLG had a cumulative deficit of $4,842,475as
of December 31, 2007. It has continued to incur losses, and has a net capital
deficiency. OVLG will require further external financing to carry out its
growth strategy and may continue to incur substantial losses and capital
deficiencies. If external financing does not continue to be available, OVLG will
have to reduce its growth plans to the growth that can be financed through
its operational cash flow. See “Certain Risk Factors Which May Affect OVLG's
Future Performance.”




Subsidiaries
  OVLG
conducts its business in Switzerland through its wholly owned subsidiary Ovale
S.A. OVLG
conducts its retail business in France through a wholly-owned French
subsidiary,  Ovale France S.A.R.L. which was organized on November 12,
2003.  It conducts it business in England through an English
wholly-owned subsidiary, Ovale, Ltd., which it acquired on August 8,
2007.  It may organize other subsidiaries in whatever jurisdiction it
opens a facility in the future.


3




OVLG’s
Property and Development of Its Business




Development of Ovale's
      BusinessAs
      well as opening its own stores, Ovale intends to create awareness for its
      product line through negotiated distribution agreements and strategic
      alliances with luxury good retail stores, luxury hotels, hospitals, gift
      shops and department stores. In this regard, and as of the date of this
      annual report.  Ovale has taken
      the following steps to achieve its goals. There can be no assurance that
      any of Ovale's plans as enumerated herein will materialize or lead to
      profitable operations.OVLG
      intends to open additional shops in other selected high income locations
      in Europe, and elsewhere. Ovale has agreements with certain hospitals
      which purchase its products and give them to newborns, really the
      parents.  For instance:Clinique des Grangettes Contract
      (Geneva)
            Clinique
      des Grangettes is a very well known Swiss Private Clinic offering
      state-of-the art facilities in Obstetrics, which delivers over 1,000
      newborns each year.    Sales to the Clinique commenced
      in April 2006. Grangettes purchases merchandise directly from Ovale at a
      discounted price and provides an Ovale gift to each child born at the
      hospital. Management believes that the gifts will build up awareness of
      the Ovale label with parents of newborns. American Hospital purchases
      approximately CHF30,000 per year from Ovale.American Hospital
      Alliance
      (Paris)
            The
      American Hospital in Paris, another outlet, is a major general hospital
      with approximately 600 deliveries per year. The American Hospital
      purchases merchandise directly from Ovale at a discounted price and
      provides an Ovale gift to each child born at the hospital. This agreement
      has been extended to other products, such as pajamas, that
      fit newborns. Management believes that the gifts will build up
      awareness of the Ovale label with parents of newborns. American Hospital
      purchases approximately €33,000 per year from Ovale.The
      agreements are open ended. Ovale is currently attempting to negotiate
      similar arrangements with other hospitals in both France and
      Switzerland.Ovale’s  Website
            On
      September 5, 2005, Ovale launched its own marketing website
      (www.ovale.com), making all its range of products available through an
      online store. Featuring secured transaction process, the online store is
      displayed both in English and French.  Ovale’s website generates
      approximately €30,000 in sales per year.Other Proposed Development
            Ovale
      is currently seeking to extend its presence on the market by using various
      independent points of sale outlets for test marketing.  These
      are in the south of France (for instance, Saint Tropez, Marseille, and
      Bordeaux) but also in New York City, Belgium, Germany and
      Italy.  The company intends to negotiate franchise arrangements
      in the Middle East and Moscow.  There can be no assurance this
      will happen.






Contract
Manufacturing and Sourcing




Ovale has
developed relationships with third party manufacturers primarily in China,
France, Spain, Portugal, Italy, and Madagascar. These relationships are
strategic and long-term in nature. These vendors are expected to provide labor
and conduct hiring practices consistent with local laws. Furthermore, at Ovale's
initiative, these vendors are required to become Worldwide Responsible Apparel
Production ("WRAP") certified. Pricing terms with these vendors are negotiated
on an item-by-item basis and Orders are supplied on a purchase order
basis.  While the




4









Customers




Most of
Ovale’s customers appear to be fashion conscious parents, grandparents, family
and friends that shop at Ovale's retail stores.  At present, most of
Ovale’s business is on a retail basis and no one customer is material to its
business.  Ovale anticipates that, in addition to its retail
customers, the principal customers for Ovale's products will be luxury good
retail stores, luxury hotels, hospitals and department stores located primarily
in Europe. At present Ovale does not believe that it is able to enter into
long-term or other purchase agreements with these other potential
customers.  Ovale does not have any distribution contracts except as
noted above.





Competition




The
infant apparel and gift market, although fragmented, is highly competitive. Both
branded and private label manufacturers compete in the infant apparel market.
Competition generally is based upon product quality, brand name recognition,
price, selection, service and convenience. Ovale's primary competitors are
general retailers, the European equivalent of mother and baby gift, jewelry and
premium clothing stores such as Tiffany's, Bergdorf-Goodman and Neiman Marcus
and certain specialty stores catering to that level of customer. Ovale's ability
to compete will depend, in substantial part, on its ability to establish its
brand name as a high-end brand different from the usual infant gift offerings,
to create market awareness and Ovale's ability to maintain the high-quality of
its products with its own outlets.






Trademarks
and Licenses




OVLG
believes that its business will largely be dependent on the establishment of the
Ovale brand name. Ovale has registered the Ovale logo and trademark in the
United States and Europe under the Madrid Convention. It is currently
proceeding to register for protection in Asia. Ovale has not entered into any
written licensing agreements with respect to its name and trademark or any of
its products.






Certain
Risk Factors Which May Affect Ovale's Future Performance






Forward Looking
Statements      The discussion in this annual
report contains certain forward-looking statements, including statements
regarding planned capital expenditures, planned store openings, expansions and
renovations, future cash generated from operations and future cash needs. Such
forward-looking statements, in particular, and Ovale's anticipated business
and/or operating results, in general, involve risks and uncertainties. Actual
results may differ significantly from the results discussed in the
forward-looking statements due to a number of factors, many of which are beyond
our control. The following discussion highlights some of these factors and the
possible impact of these factors on future results of operations. Given these
factors, we cannot assure you that we will be able to effectively continue in
business or ever establish profitability.




1.
Ovale Has A Short Operating
History, Minimal Revenues And
Minimal Assets








5


failure
of Ovale's retail stores to achieve profitability will have a material adverse
effect upon Ovale's ability to implement the balance of its business strategy as
expressed in this 10-KSB.




It is Difficult to Evaluae
Ovale's Business and Prospects because it has a short Operating
History




Ovale was
formed on October 17, 2002, and has not generated sufficient revenues from
operations to cover its expenses. The success of its proposed plan of operation
will depend to a great extent on the ability of management to successfully
implement an untested business model with limited capital. Ovale's short
existence and its moderate current assets make it difficult to evaluate Ovale's
current business and prospects or to accurately predict its future revenue or
results of operations. The ultimate success or failure of this endeavor is
dependent upon numerous factors beyond the control of Ovale's
management.




Ovale May Not Be Able to
Operate Successfully if it is
Unable to Hire Qualified Additional Personnel.




The
success of Ovale may largely be dependent on the personal efforts and abilities
of its management and its ability to attract and retain qualified key personnel
in the future. None of Ovale's management team has ever operated a retail store
or has any experience with the contract manufacture and marketing of products
for infants. In addition to performing their regular duties, Ovale's management
must spend a significant amount of time devising strategies to execute its
untested business model. Also, because customer service is expected to be a
defining feature at Ovale's retail stores, it must be able to hire and train
qualified sales associates to succeed. Ovale's inability to attract, train,
oversee and retain qualified store managers and sales associates or a labor
shortage that reduces the pool of qualified sales associates will have a
material adverse effect on its growth, its operations and its financial
position.




Because Ovale Intends To
Purchase Its Products
Internationally;  Its Business Is Sensitive To Risks Associated With
International Business.  Ovale's
clothing products are being manufactured to its design specifications by
independent factories located primarily in France, Spain, Portugal, Italy, China
and Madagascar. As a result, a portion of Ovale's business is subject to the
risks generally associated with doing business abroad, such as foreign
governmental regulations, currency fluctuations, adverse conditions including
epidemics, natural disasters, social or political unrest, disruptions or delays
in transportation or customs clearance, local business practices and changes in
economic conditions in countries in which its clothing suppliers are located,
and where it sells it merchandise.




Ovale’s Business May Be
Harmed By Additional Regulation
Of Foreign Trade Or Customs Delays.




Ovale's
business is expected to be subject to the risk that the countries in which it
would operates may adopt additional regulations relating to imported apparel
products, including quotas, duties, taxes and other charges or restrictions on
imported apparel. Ovale cannot predict whether additional quotas, duties, taxes
or other charges or restrictions will be imposed upon the importation of its
products in the future, or what effect any such actions would have on its
business, financial position and results of operations. If any such charges or
restrictions are imposed, the supply of products could be disrupted and their
cost could substantially increase, either of which could have a material adverse
effect on any operating results that Ovale may generate. Unforeseen delays in
customs clearance of any goods could have a material adverse impact on Ovale's
ability to deliver complete shipments to its stores as well as any of
its proposed stores, which in turn could have a material adverse effect on
Ovale's projected business and operating results.




Ovale
may be Subject to Negative Publicity, or be sued if its Contract Manufacturers
Violate Labor Laws, or Engage in Practices that its Customers Believe Are
Unethical.




Ovale has
required its independent manufacturers to operate their businesses in compliance
with the laws and regulations that apply to them. Although Ovale intends to
cause its personnel to periodically visit and monitor the operations of its
independent manufacturers, it cannot control their business and labor practices.
If an




6




independent
manufacturer violates labor laws or other applicable regulations, or if such a
manufacturer engages in labor or other practices that diverge from those
typically acceptable in Europe, Ovale could in turn experience negative
publicity or face legal action. Negative publicity regarding the production of
Ovale's products could have a material adverse affect on any sales of its
products and its intended business, and a lawsuit could have a material adverse
effect on Ovale's financial position.




Ovale’s Business may be
Sensitive to Economic Conditions that Impact Consumer
Spending.




Ovale is
aware that any financial performance that it generates is sensitive to changes
in overall economic conditions that impact consumer spending, particularly
discretionary spending. Future economic conditions affecting disposable consumer
income such as employment levels, business conditions, interest rates and tax
rates could reduce consumer spending or cause consumers to shift their spending
to other products. A general reduction in the level of discretionary spending or
shifts in consumer discretionary spending to other products could have a
material adverse effect on Ovale's prospects for growth, net sales and
profitability.




Ovale’s Business May Become
Sensitive To Changes In Seasonal Consumer Spending Patterns That Are Beyond Its
Control.




Historically,
in Europe a disproportionate amount of retail sales and a significant portion of
net income have traditionally been realized by retailers during the months of
November and December, the holiday season. Retailers have also traditionally
experienced periods of increased sales activity in the early Spring, during the
period leading up to the Easter holiday, and in the early Fall, in connection
with back-to-school sales. However, Ovale has not seen its business subject to
seasonal or holiday patterns.  Babies are born at all times of the
year.  Ovale orders its merchandise so that it can be produced at
times which, for the manufacturers are off their peak cycles.  The
merchandise is in classical white or beige and is therefore not generally
subject to changes in color fashions.   There is no assurance
that this business model will continue to work in Ovale’s favor, and if it does
not continue, OVLG will have to re-evaluate whether it has become subject to
seasonable variations.  Such a circumstance could cause Ovale to have
excess inventory, necessitating markdowns to minimize this excess, which would
reduce any profitability it was able to generate. Any failure by Ovale to meet
its business plans for, in particular, the third and fourth quarter of any
fiscal year would have a material adverse effect on any earnings it might
otherwise be able to generate, which in all likelihood would not be offset by
satisfactory results achieved in other quarters of the same fiscal year. Also,
because Ovale would typically spend more in labor costs during the holiday
season, hiring temporary store employees in anticipation of holiday spending, a
shortfall in expected sales during that period could result in a
disproportionate decrease in any net income.




The Highly Competitive
Business In Which Ovale Operates
May Impair Its Ability To Generate, Maintain And Grow Its Sales And
Results.


The
children's apparel segment of the upscale specialty retail business is highly
competitive, and Ovale may not be able to compete successfully in this or the
gift, silverware, jewelry and accessory aspects of its proposed business.
Ovale's stores compete with several French and European specialty stores such as
Bonpoint and Baby Dior. Ovale competes with a wide variety of local and regional
specialty stores in and with certain other retail chains in all of its markets.
Ovale also competes with children's retailers that sell their products by mail
order or over the Internet. Virtually all of these competitors are larger and
have substantially greater financial, marketing and other resources than Ovale
has or may ever expect to have. Increased competition may reduce sales and gross
margins, increase operating expenses and decrease profit margins.




Ovale’s Expected Results May
Be Impaired By Changes In
Fashion Trends And Consumer Preferences.




Ovale's
sales and profitability depend upon the continued demand by customers for its
jewelry, silverware, clothing and accessories for newborns. Ovale's management
believes that any success will depend in large part upon the ability of its
designer, Gilles Neveu, to anticipate, gauge and respond in a timely manner to
changing consumer demands and fashion trends and upon the appeal of Ovale's
products. There can be no assurance




7


that
Ovale will be able to generate demand for its jewelry, silverware, accessories
and clothing for newborns, that any such demand will not decline, or that Ovale
will be able to anticipate, gauge and respond to changes in fashion trends. A
decline in demand for Ovale's products for newborns or a misjudgment of fashion
trends could have a material adverse effect on Ovale's future business,
financial condition and results of operations.




Damage To Ovale's Computer
Systems Could Severely Hamper
Its Ability To Manage Its Business.




Ovale
anticipates that its retail and other operations will become dependent upon its
ability to acquire, install, operate, maintain and protect a comprehensive
computer system, on which it is expected to rely to manage purchase orders,
store inventory levels, web applications, accounting functions and other aspects
of its expected business. It is expected that this system will be installed in
its retail stores. Any natural or other damage to this system such as from fire,
floods, earthquakes, power loss, telecommunications failures, and similar events
would disrupt business for an indeterminate length of time.




Ovale Has Not Conducted any
Formal Marketing or Research Study.




Ovale's
success will be materially dependent upon its ability to successfully market and
resell its high quality, high-end, designer gifts and clothing for newborns up
to 12 months of age. However, and despite Ovale's extensive due diligence
investigations and internal research and development activities, Ovale has not
conducted or commissioned a formal market or research study to determine whether
a viable and continuous demand exists for its high quality jewelry, footwear,
accessories and clothing for newborns in major cities in Europe. There can be no
assurance that demand will continue to exist for Ovale's merchandise or that
Ovale's business strategy is sufficiently unique that it application will
generate profitable sales in its present stores upon which its entire business
expansion plans are based.





OVLG and Ovale Are Dependent
on its Key Personnel.




At the
present time, OVLG and Ovale are highly dependent on Vladimir Fabert and Gilles
Neveu, OVLG’s and Ovale's President and Chief Executive Officer, and Chief
Designer, respectively. Neither is  the subject to key-man
insurance policies owned by OVLG. The loss of the services of either of these
individuals would be extremely detrimental to the conduct of OVLG's proposed
business. OVLG's successful operations in the future may depend on the ability
to employ additional qualified key personnel, of which there can be no
assurance.




Ovale/Orion’s Officers and
Two of its Three Directors are
not Residents of the United States.




The
operations of the company are conducted from Switzerland by officers and
directors who are not residents and are not citizens of the United
States.  They are Messrs. Fabert and Neveu.




Enforcement of U.S.
Securities Laws in Switzerland or against Residents of Switzerland may
be difficult.




There is
a risk that U.S. Courts will not take jurisdiction over the non-resident
officers and directors of the Company if suit is instituted against them in U.S.
Courts.  Swiss courts might not enforce the U.S.
judgments.  Generally, courts in the United States will take
jurisdiction over people outside the United States if the court determines that
the subject person was “doing business”, or “transacting business” in the
jurisdiction of that court.  The determination of whether the person
was “doing business” or “transacting business” is a fact intensive
investigation.  Service of process from an American court can be
accomplished utilizing established Swiss procedures under the Convention on The
Service of Process Abroad, a treaty to which both the United States and
Switzerland are signatories.





If
judgments are entered in U.S. courts, it may be necessary to enforce those
judgments in courts outside the United States. There is no treaty between the
United States and Switzerland regarding the enforcement of judgments rendered in
the other jurisdiction.  However, under Swiss statutory law, the
international principle of “comity” is applied.  That principle
recognizes the judgment of a court in another country upon determination that
procedural




8




and
substantive due process was provided to the parties, and the subject matter and
determination of the court is compatible with the laws of the enforcing country;
in this case, that would be Switzerland.  There can be no assurance
that the Swiss courts would recognize a judgment entered in a U.S. court based
upon the U.S. securities laws.   Nor can there be any assurance
that the Swiss courts would take original jurisdiction of an action commenced
against officers of Orion resident in Switzerland based upon the U.S. securities
laws.




OVLG Has Never Paid A Dividend.




Ovale has
paid no dividends on its Common Stock since its inception and presently
intends to retain all earnings for use in its business if and when it
becomes profitable. Investors who anticipate the need for either immediate or
future income by way of cash dividends from their investment should refrain from
investing in Ovale's securities.




ITEM
2. DESCRIPTION OF PROPERTY








1.
            Ovale’s Headquarters
            Ovale’s
      corporate headquarters is located in Geneva, Switzerland, where it leases
      a 113 square meter suite in a business district, staffed by the
      executive staff of Ovale.  The lease, entered into in November,
      2002 was for an initial term of 5 years. It automatically renews itself if
      not cancelled by either party. It is cancelable by either party upon three
      months’ notice.    The current rent is CHF60,372. The
      space is adequate for the foreseeable needs of the
      company.  Ovale does not anticipate either canceling the lease
      or the landlord canceling the
lease.


2.
            First Paris Retail
      Store
            On
      July 15, 2003, Ovale signed a lease for its first retail
      store  on Boulevard St. Germain  in Paris, France. The
      store, consisting of approximately 70 square meters (i.e., 753 square
      feet) opened for retail business on November 15, 2003. The lease is for an
      initial term of five years with an option to renew for an additional nine
      years. The rent is €7,000 per month subject to annual increases in
      the French Rent Index (the practical equivalent of the U.S. Consumer Price
      Index). In addition, the Company paid  €320,000 (approximately
      $384,000) in what is known as "key money" to the existing tenant. Should
      the Company elect to abandon the Boulevard St. Germain store, Ovale's
      Board believes it would be able to recoup its key money through the sale
      to another tenant.3.
            Geneva Retail
    Store
            Ovale
      signed a lease for its second retail store, located in downtown Geneva,
      Switzerland, on August 17, 2004. The store consists of approximately 45
      square meters (i.e., 485 square feet) and opened for business on December
      15, 2004. The rent is CHF 56,000 per year plus 8% of revenues, for a
      lease starting as of September 1, 2004. The lease is for an initial term
      of five years. In addition, the Company paid CHF 45,000  in what is
      known as "key money" ($35,550) to the existing tenant. Should the Company
      elect to abandon this store, it would be able to recoup its key money
      through the sale to another tenant.4.
            Second Paris Retail
    Store
            A
      lease for a second Retail Store in Paris, France, was entered into on June
      15, 2006 and the store was opened at about the time the store was
      opened.  The store consists of approximately 45 square meters
      (i.e. 485 square feet), and is located in the "Rive Droite" district of
      Paris.  The lease is non-cancelable for twelve years with a
      fixed rent of €70,000 per annum.5.
            Zurich Retail
    Store
            A
      lease for a store in Zurich, Switzerland was entered into
      on  October 1, 2006 and the store was opened on November 9,
      2006. The store consists of approximately 35 square meters (i.e. 376
      square feet), and is located across the street from the Widder Hotel, a
      prime location. The lease is non-cancelable for 5 years with a fixed rent
      of CHF 51,216  per annum.6.
            London Retail
    Store
            An
      assignment of a lease for a store in London, England, was granted
      on  November 13, 2007 and the store was opened in
      mid-December  2007.  The store consists of
      approximately 35 square meters (i.e. 377 square feet), and is located at
      35b Sloane St.  The lease is non-cancelable for 5 years with an
      initial  rent of  £75,000  per
      annum.  The rent is subject to adjustment periodically by
      agreement of the parties as to the “Rack Rental Value” of the premises.
      The lease (and therefore the assignment) expires on 24 December
      2010.  To obtain the assignment, the company took as assignment
      from the prior tenant by paying it €500,000 as a lease
      premium. The lease term is renewable for ten year periods by
      negotiation.




9





ITEM
3. LEGAL PROCEEDINGS





OVLG and
its subsidiaries are not parties to any litigation.





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





See ITEM 1, DESCRIPTION OF
BUSINESSOVLG Shareholders Meeting on
December 18, 2008for a description of the matters voted upon by the
security holders at the meeting of shareholders held on December 18, 2008, and
the definitive proxy material filed with the Commission on November 13,
2007.  No other meeting of shareholders was held in 2007 and none has
been held since that date.





(a)   The
meeting of December 18, 2007, was a special meeting.





(b)   At
the meeting Vladimir Fabert and Gilles Neveu were elected as members of the
Board. Irwin Pearl remained a member of the Board.





(c)           The
following additional proposals were voted up and approved by the
shareholders.


1.           
To approve and ratify the Share Exchange


For
            Against
            Abstain
            Not
      VotedVotes
      Cast
            3,451,484
            143
            129
            503,791





2.           To
ratify the issuance of 5,900,000 shares of common stock to certain holders of
shares in Ovale, S.A.


For
            Against
            Abstain
            Not
      VotedVotes
      Cast
            3,451,420
            207
            129
            503,791





3.           To
amend the certificate of incorporation of the company to change the name of the
corporation to Ovale Group, Inc.


For
            Against
            AbstainVotes
      Cast
            3,955.340
            164
            43





4.           To
amend the certificate of incorporation of the company to increase the number of
authorized capital stock to 20 million shares, no par value of which 18 million
would be common stock and 2 million would be preferred stock, to be determined
by the board of directors.


For
            Against
            AbstainVotes
      Cast
            3,054,484
            143
            129





5.           To
amend the certificate of incorporation to change the shareholder vote necessary
to approve certain acts to be taken by the corporation from two-thirds to a
majority of the votes cast by the holders of shares entitled to
vote.


For
            Against
            AbstainVotes
      Cast
            3,954,318
            1,100
            129





6.           The
elimination of pre-emptive rights.


For
            Against
            AbstainVotes
      Cast
            3,955,148
            265
            134




7.           The
election of Messrs. Fabert and Neveu to the Board


Votes
      Cast
            For
            
            WithheldVladimir
      Fabert
            3,955,399
            
            148Gilles
      Neveu
            3,955,356
            
            91





8.           The
selection of Tabriztchi & Co. to be the auditors of the corporation For the
fiscal year to end on December 31, 2008.


For
            Against
            AbstainVotes
      Cast
            3,955,313
            0
            234





10


PART
II








ITEM
5. MARKET FOR COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS.





(a)
Market Information.





Since
approximately November 1996, OVLG's common stock, its only class of equity
securities, has been traded in the over-the-counter market in the pink sheets
under the symbol ORDT.OB.  The following table sets forth the range of
high and low bid price information for the common stock as reported by
Yahoofinance.com for each fiscal quarter for the past two fiscal years, and for
the first quarter of the current fiscal year.  High and low bid
quotations represent prices between dealers without adjustments for retail
mark-ups, mark-downs or commissions and may not necessarily represent actual
transactions.








HIGH
            
            
            LOWFiscal
      2008FIRST
      QUARTERJanuary
      1st thru March 31, 2008
            
            $
            .50
            
            
            $
            .20Fiscal
    2007:FIRST
      QUARTERJanuary
      1st thru March 31, 2007
            
            
            1.01
            
            
            
            .67SECOND
      QUARTERApril
      1st
      thru June 30, 2007
            
            
            .
      90
            
            
            
            .31THIRD
      QUARTERJuly
      1st
      thru September 30, 2007
            
            
            .55
            
            
            
            .25FOURTH
      QUARTEROctober
      1st thru December 31, 2007
            
            
            .55
            
            
            
            .30Fiscal
    2006:FIRST
      QUARTERJanuary
      1st thru March 31, 2006
            
            
            1.02
            
            
            
            .32SECOND
      QUARTERApril
      1st
      thru June 30, 2006
            
            
            .73
            
            
            
            .30THIRD
      QUARTERJuly
      1st
      thru September 30, 2006
            
            
            .45
            
            
            
            .31FOURTH
      QUARTEROctober
      1st thru December 31, 2006
            
            
            1.01
            
            
            
            .45








(b)
Holders.  As of December 31, 2007, the approximate number of holders
of record of shares of OVLG's Common Stock, no par value per share, OVLG's only
class of trading securities, was believed by management to be as
follows:





Title
      of Class
            Number
      of Holders on RecordCommon
      Stock, no par
            245




11





Management
believes there are many shareholders whose securities are held in street name
with various brokerage houses.  The exact number of shareholders is
unknown to OVLG.





(c)
Dividends.





The
Registrant has paid no dividends during the fiscal years ended December
31, 2006, and December 31, 2007. Other than the requirements of the New
Jersey Business Corporation Act that dividends be paid out of capital surplus
only, and that the declaration and payment of a dividend not render OVLG
insolvent, there are no restrictions on OVLG's present or future ability to pay
dividends.





The
payment by OVLG of dividends, if any, in the future rests within the discretion
of its Board of Directors and will depend, among other things, upon OVLG's
earnings, its capital requirements, and its financial conditions, as well as
other relevant factors.








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





The
Private Securities Litigation Reform Act of 1995 contains "safe harbor"
provisions regarding forward-looking statements.  Except for
historical information contained herein, the matters discussed in the Liquidity
and Capital Resources section below contain potential risks and uncertainties
including, without limitation, risks related to OVLG's ability to successfully
identify potential merger partners, retain key employees and settle any
outstanding debts.  The Registrant will need to attract partners in
order to execute its revised business strategy, and there can be no assurance
that OVLG will be successful in attracting such partners.







The
following discussion should be read in conjunction with OVLG’saudited
financial statements for the fiscal years ended December 31, 2007 and
2006, and the related notes.  Those statements and notes appear
elsewhere in this Annual Report.  This discussion contains
forward-looking statements that reflect plans, estimates and
beliefs.  Our actual results could differ materially from those
discussed in the forward looking statements.  Factors that could cause
or contribute to such differences include, but are not limited to, those
discussed below and elsewhere in this Annual Report, particularly in the
“Certain Risk Factors Which May Affect Ovale's Future Performance”.




When used
in conjunction in the following discussions, the words “believes,”
“anticipates,” “intends,” “expects,” and similar expressions are intended to
identify forward-looking statements.




Overview





OVLG has
limited operations, but its continuing source of revenues are not sufficient to
pay for its costs and expenses. It has working capital and stockholders’
deficits.   Present operations require substantial capital and
until revenues are sufficient to fund ongoing operations, OVLG will be highly
dependent on external sources of financing.  OVLG believes that the
increased number of stores and the subsequent increase in revenues will
allow  OVLG to raise additional funds from investors to finance its
growth up to the point where revenues will be sufficient to fund ongoing
operations.





OVLG has
no net cash flow from operations and does not expect to generate any
positive cash flows in the immediate future. These conditions raise substantial
doubt about its ability to continue as a going concern.




However,
OVLG has already completed the development stage. Its revenues increased from
$967,306to
$1,556,191, its
assets from $2,127,780 to $3,717,000 andits gross
profits from $553,550to $960,090, from fiscal
year 2006 to 2007, respectively. Presently, OVLG is in the growth and marketing
phase. It needs to triple its sales and gross profits to pay for its operating
expenses of $2,072,932, primarily
the cost of its overhead.  There are some positive indications such as
decrease of almost all costs as a percentage of sales and with one exception,
believed to be rectified, each of its stores produces a gross profit. Ovale
intends to attempt to





1.
            To
      search world markets for cheaper sources of supply and obtain volume
      discounts to increase the gross profit margin over the current 61%, and thus
      decrease its cost of sales as a percentage of
  sales.2.
            To
      attract additional customers due to established quality, brand name and
      high class locations.3.
            To
      establish new stores and expand sales to make additional gross profits to
      pay for the operating expenses. ( 6 to 8 stores
  )




12




Critical
Accounting Policies and Estimates




The
preparation of financial statements requires us to estimate the effect of
various matters that are inherently uncertain as of the date of the financial
statements. Each of these required estimates varies in regard to the level of
judgment involved and its potential impact on our reported financial results.
Estimates are deemed critical when a different estimate could have reasonably
been used or where changes in the estimate are reasonably likely to occur from
period to period, and would materially impact our financial condition, changes
in financial condition, or results of operations. Our significant accounting
policies are discussed in Note 1 of the Notes to Consolidated Financial
Statements; critical estimates inherent in these accounting policies are
discussed in the following paragraphs.





Principles
of consolidation





The
consolidated financial statements of OVLGinclude
the accounts of Ovale, and its French and English subsidiaries. All significant
inter-company transactions and balances are eliminated in
consolidation.




New Accounting Pronouncements





There are
a number of pronouncements of the U.S. Financial Accounting Standards Board
(“FASB”) which affect or may affect OVLG’s presentation of its financial
statements.  These are set out in footnotes to those financial
statements.  Rather than repeat them here, we urge you to read them in
conjunction with this Management’s Discussion.





The
following are particular factors which we think you should consider in reading
OVLG’s financials.  However, they should not be considered to the
exclusion of the other factors in the financial statements or elsewhere in this
Annual Report, since this entire document should be read as a
whole.




Inventory
Valuation





The
inventories in our United Kingdom, France and Swiss stores are accounted for
under the lower of cost or market method, with cost determined using the average
cost method. Inventory valuation is impacted by the estimation of slow moving
goods, shrinkage and markdowns.





Leasehold
Premium and Key Money




We
continually evaluate whether events and changes in circumstances warrant revised
estimates of the useful lives or recognition of an impairment loss for
intangible assets. Future adverse changes in market and legal conditions, or
poor operating results of underlying assets could result in losses or an
inability to recover the carrying value of the intangible asset, thereby
possibly requiring an impairment charge in the future. We make investments
through our international subsidiaries in intangible assets upon the opening and
acquisition of many of our store locations in Europe. These other intangible
assets, which are subject to amortization, and are amortized over the useful
lives of the respective leases, not to exceed 5 years. We evaluate the market
value of these assets periodically and record the impairment charge when we
believe the asset has experienced a decline in value that is other than
temporary.





13




Functional
currency




Ovale’s
operations are located in Switzerland, France, and England. Ovale operates in
Swiss Francs (CHF). For reporting purposes, assets and liabilities are
translated into US Dollars (US$) at the exchange rates in effect at the balance
sheet date. Revenues and expenses are translated into US Dollars at the weighted
average exchange rates for the period. The net effect of exchange rates
movements resulting from re-measurement into US Dollars is reported in a
separate account within stockholders equity.  The net effect of
exchange rates in our general operations is covered in “ Effect of Currency
Fluctuations”




Cash
and cash equivalents




From time
to time, Ovale has cash which it invests in money market instruments. Ovale
considers all highly liquid investments with original maturity of three months
or less, when purchased, to be cash equivalents. The carrying amount reported in
the balance sheet for cash and cash equivalents approximates its fair
values.




Concentration of credit risk




Ovale
sells its products through its retail outlets principally to customers for cash.
Financial instruments that potentially expose Ovale to concentration of credit
risk consist primarily of cash deposits and accounts receivable. The Company
places its cash deposits with high-credit quality financial institutions.
Accounts receivable represents sales to independent retail stores with corner
shops operated under Ovale’s label. At the moment these stores are limited in
numbers and Ovale does not have a material receivable against any of them.
Ovale’s allowance for bad debts, returns and allowances was US$ 0 for each
reporting date. Ovale believes no significant concentration of credit risk
exists with respect to these cash deposits and accounts receivable.




Valuation
of long-lived assets





We
evaluate the carrying value of long-lived assets whenever events or changes in
circumstances indicate that a potential impairment has occurred. A potential
impairment has ocurred if the projected future undiscounted cash flows are less
than the carrying value of the assets. The estimate of cash flows includes
management's assumptions of cash inflows and outflows directely resulting from
the use of the asset  in operations. When a potential impairment has
occurred, an impairment charge is recorded if the carrying value of the
long-lived asset exceeds its fair value. Fair value is measured based on a
projected discounted cash flow model using a discount rate we feel is
commensurate with the risk inherent in our business. Our impairment analyses
contain estimates due to the inherently judgmental nature of forecasting
long-term estimated cash flows and determining the ultimate useful lives of
assets. Actual results may differ, which could materially impact our impairment
assessment.





Total2007
            2006Long-lived
      assets-net
            $947,126
            $776,323




Revenue
recognition





Sales are
recognized at the point of sale, which occurs when merchandise is sold
over-the-counter in consumer transaction or, through wholesale channels to the
boutique locations, upon shipment of merchandise, when title passes to the
customer. Allowances for estimated uncollectible accounts, discounts, returns
and allowances are provided when sales are recorded.





Shipping
and handling





Shipping
and handling costs when incurred (deliveries to independent corner shops) are
included in cost of goods sold.




14





Income
taxes





We are
subject to income taxes in many jurisdictions, including the US, individual
states and localities and abroad. We must first determine which revenues and
expenses should be included in each taxing jurisdiction. This process involves
the estimation of our actual current tax exposure, together with the assessment
of temporary differences resulting from differing treatment of income or expense
items for tax and accounting purposes. We establish deferred tax assets and
liabilities as a result of these temporary differences. We have established a
valuation allowance against our deferred tax assets, which also materially
affects our effective tax rate. We establish tax reserves in our consolidated
financial statements based on our estimation of current tax
exposures.




Income
tax expense also reflects our best estimate and assumtions regarding, among
other things, the level of future taxable income, interpretation of tax laws,
and tax planning. Future changes in tax laws, changes in projected levels of
taxable income and tax planning could affect the effective tax rate and tax
balances recorded by us.




On an
on-going basis, we evaluate our estimates. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable
under the circumstances at the time, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.




Although
management believes that the estimates discussed above are reasonable and the
related calculations conform to generally accepted accounting principles, actual
results could differ from these estimates, and such differences could be
material.





Basic
and diluted earnings per share





Basic
earnings (loss) per share (“EPS”) is computed based on the weighted average
number of common shares outstanding for the period. Diluted EPS gives effect to
all dilutive potential shares outstanding (i.e., options and warrants) during
the period.





Results
of Operations




The
following is a comparison and commentary on certain items in the financial
statements of Ovale for the fiscal years ended December 31, 2007 and
2006.


The
following should be read in conjunction with our consolidated financial
statements and the related notes. The following table sets forth, as a
percentage of sales, certain items appearing in our consolidated statements of
operations.


OVALE  GROUP,
INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS




2007
              
              
              2006
              
              
              Change
      2006 to 2007Amount
              
              
              Percent
              
              
              Amount
              
              
              Percent
              
              
              Amount
              
              
              PercentSales
              
              $
              1,566,191
              
              
              
              100
              %
              
              $
              967,306
              
              
              
              100
              %
              
              $
              598,885
              
              
              
              62
              %Cost
      of goods sold
              
              
              606,101
              
              
              
              39
              %
              
              
              413,756
              
              
              
              43
              %
              
              
              192,345
              
              
              
              46
              %Gross
      profit
              
              
              960,090
              
              
              
              61
              %
              
              
              553,550
              
              
              
              57
              %
              
              
              406,540
              
              
              
              73
              %Operating
      expenses:Salaries
              
              
              707,935
              
              
              
              45
              %
              
              
              564,137
              
              
              
              58
              %
              
              
              143,798
              
              
              
              25
              %General
      Administrative
              
              
              889,565
              
              
              
              57
              %
              
              
              721,939
              
              
              
              75
              %
              
              
              167,626
              
              
              
              23
              %Marketing
              
              
              452,272
              
              
              
              29
              %
              
              
              270,955
              
              
              
              28
              %
              
              
              181,317
              
              
              
              67
              %Professional
      fees
              
              
              23,160
              
              
              
              1
              %
              
              
              123,447
              
              
              
              13
              %
              
              
              (100,287
              )
              
              
              (81
              )%Total
      operating expenses
              
              
              2,072,932
              
              
              
              132
              %
              
              
              1,680,478
              
              
              
              174
              %
              
              
              392,454
              
              
              
              23
              %Loss
      from operations
              
              
              (1,112,842
              )
              
              
              (71
              )%
              
              
              (1,126,928
              )
              
              
              (117
              )%
              
              
              14,086
              
              
              
              (1
              )%Other
      income (expense)Interest
      income
              
              
              382
              
              
              
              0
              %
              
              
              -0-
              
              
              
              0
              %
              
              
              382
              
              
              
              -0-
              %Interest
      expense
              
              
              (109,392
              )
              
              
              (7
              )%
              
              
              (50,250
              )
              
              
              (5
              )%
              
              
              (59,142
              )
              
              
              (121
              )%Foreign
      exchange
              
              
              (64,436
              )
              
              
              (4
              )%
              
              
              (27,959
              )
              
              
              (3
              )%
              
              
              (36,477
              )
              
              
              (130
              )%Other
              
              
              21,013
              
              
              
              1
              %
              
              
              4,477
              
              
              
              0
              %
              
              
              16,536
              
              
              
              369
              %Total
      other expenses, net
              
              
              (152,433
              )
              
              
              (10
              )%
              
              
              (73,732
              )
              
              
              (8
              )%
              
              
              (78,701
              )
              
              
              (107
              )%Loss
              
              $
              (1,265,275
              )
              
              
              (81
              )%
              
              $
              (1,200,660
              )
              
              
              (124
              )%
              
              $
              (64,615
              )
              
              
              (5
              )%


15




Net sales


Our
fiscal 2007 sales increased $598,866, or 62%, compared to fiscal 2006. This
increase can be attributed to increased market exposure in Paris and the
completion of the first full operating cycle for the Zurich
location  The sales in the two Paris locations increase by $447,676 or
50%  from fiscal 2006 to 2007.  The London retail location
on Sloane Street did not contribute significantly to sales (2% of total sales)
during the fiscal year ended December 31, 2007 as it was not opened until
December 12th.  We expect that the contribution of the London location
to total net sales will dramatically increase in its first full operating cycle
as has been the pattern with all other stores.
  Cost
of goods sold
 
 Cost of
goods sold increased by $192,345 (46%) from $413,756 in fiscal 2006 to $606,101,
in fiscal 2007.  The increase in cost of goods sold can be attributed
to the increased inventory turnover in the Paris stores and attributed to the
first full year of operation in the Zurich store.   The cost of
goods sold as a percentage of sales decreased from 43% to 39%.
 
 Gross
profit
 
 Our
fiscal 2007 gross profit increased by $406,540, or 73%, from $553,550 in fiscal
2006 to $960,090 in fiscal 2007.  This increase reflects the 64%
increase in net sales as compared to only a 46% rise in cost of goods
sold.  Our gross profit as a percentage of sales increased from 62% in
2006 to 61% in 2007.  The reason for this increase is increased cost
efficiencies associated with obtaining inventory for resale from manufacturers
in China and because of increased turnover of higher margin products in the
Swiss market bearing the Ovale brand.
 
 Ovale’s
business is sensitive to many factors that may have a negative impact on its
sales and profitability. Those factors include, and are not limited to, overall
economic conditions, changes in fashion trends and consumer preferences. Most of
these factors are beyond Ovale’s control. Ovale believes that part of its
success depends on its capacity to anticipate and react accordingly to
variations of some of these factors. However, there can be no assurance that
Ovale will be able to anticipate, gauge and respond with a timely and
appropriate manner to the above variations.  Please see “Certain Risk Factors Which May
Affect Ovale's Future Performance”
 
 Ovale
intends to continue launching new products and new stores on a regular
basis while staying focused on its chosen market, namely fashion products for
infants, zero to twelve months of age. During fiscal 2007, Ovale continued to
purchase a greater proportion of its products in China.  The
management of Ovale expects the further implementation of this purchasing policy
will yield substantially higher gross margins.
 
 Operating
expenses
 
 In fiscal
2007, operating expenses increased by $392,454 from $1,680,478 in 2006 to
$2,072,932 in 2007 or 25%.  As a percentage of sales, operating
expenses decreased by 42% in fiscal 2007 compared with fiscal
2006.  The main components of Ovale’s operating expenses are as
follow:
 
 Salaries in fiscal 2007
increased by $143,798 from $564,137 in 2006 to $2,707,935, or 23%.  The
increase in salaries is due to the staffing related to the two new stores opened
in 2006 completing their first full operating cycle and an increase is salaries
related to artistic design.  However, Ovale managed to decrease
salaries as a percentage of sales by 6.9%, from 58% to 45%, in fiscal 2007
compared with fiscal 2006.  This decrease is due, in part, to the
optimal utilization of employees and in part to present ability of management to
coordinate administrative and operational activities without the need of
additional personnel.
 
 General administrative
expenses increased by $167,626, from $721,939 in 2006 to $889,565 in 2007, or
23%. This increase is primarily due to the occupancy costs of the addition of
two new stores completing their first full operating cycle. As a percentage of
sales, this increase translates into a decrease of 18%, from 75% in 2006 to 57%
in 2007.  This decrease is due to continued efforts by management to
increase organizational efficiency.  With additional store openings,
management expects escalation of sales and occupancy costs while
other expenses will increase minimally.
 
 Marketing expenses increased
$181,317, from $270,955 in 2006 to $452,272 in 2007, or 67%.  As a
percentage of sales, marketing expenses increased slightly by 1%, from 28% in
2006 to  29% in fiscal 2007.   Marketing expenses were kept
flat as the marketing strategy of the company focuses on celebrity driven
publicity and is intended to promote the brand as a whole, not the stores
specifically.  Management expects this strategy to successfully
continue with the opening of additional stores and therefore expects marketing
expense to increase as a percentage of sales.
  16
  Professional
fees decreased by $100,287, from $123,447 in 2006 to $23,160 in 2007
or (81)%.  The professional fees for 2007 were $50,266.  We
renegotiated the unpaid audit and legal fees for the prior years and obtained a
credit of $27,106.  The reduction in professional fees is in part due
to this credit and in part due to reduction in fees paid to auditors, attorneys
and external advisors in relation the pending merger of Ovale with Orion
Diversified Technologies Inc.
 
 Operating
expenses are high when compared to the sales of Ovale.  It is
important to note that Ovale’ management intends to develop a recognizable
luxury brand, in addition to the operation of its stores, Ovale has built
an infrastructure to further the establishment of the Ovale
brand.  This infrastructure is meant to develop the line of products
sold at the retail stores and to support a greater number of stores without
additional substantial investment in the infrastructure.  Management
believes that when a critical mass of stores is present, Ovale’s corporate
infrastructure related costs will be in line with the industry.  The
critical mass of stores is estimated at six to eight stores depending on the
average revenues that each new store will achieve.
  SEGMENT
INFORMATION




2007
              
              2006Swiss
              
              France
              
              UK
              
              Total
              
              Swiss
              
              France
              
              TotalSales
              $604,089
              
              $1,098,269
              
              $25,382
              
              $1,727,740
              
              $402,967
              
              $650,593
              
              $1,053,560Cost
      of goods sold
              246,357
              
              465,254
              
              8,840
              
              720,451
              
              195,965
              
              278,464
              
              474,429Gross
      profit
              357,732
              
              633,015
              
              16,542
              
              1,007,289
              
              207,002
              
              372,129
              
              579,131Operating
      expenses
              1,252,334
              
              882,289
              
              69,725
              
              2,204,348
              
              1,107,832
              
              738,758
              
              1,846,590Loss
      for the year
              $(894,602)
              
              $(249,274)
              
              $(53,183)
              
              $(1,197,059)
              
              $(900,830)
              
              $(366,629)
              
              $(1,267,459)AssetsEquipment
      and leasehold improvements
              $333,048
              
              $415,703
              
              $198,375
              
              $947,126
              
              $347,403
              
              $428,920
              
              $776,323Deposits
      and
              -
              
              61,011
              
              74,512
              
              135,523
              
              -
              
              51,268
              
              51,268Leasehold
      rights
              120,345
              
              401,824
              
              765,234
              
              1,287,403
              
              120,345
              
              401,824
              
              522,169Total
      assets
              $1,064,300
              
              $1,419,584
              
              $1,146,093
              
              $3,629,977
              
              $820,157
              
              $1,256,354
              
              $2,076,512
  Income
(loss) before taxes
 
 As
a result of the items discussed above, Ovale’s losses have increase $64,615, or
5%, from $1,200,660 in 2006 to $1,265,275 in 2007.


17


Financial
Conditions and Liquidity
 
 December
      31,
              
              
              December
      31,2007
              
              
              2006
              
              
              2007
              
              2006ASSETSCurrent
      assetsCash
              
              $
              309,827
              
              
              $
              152,795
              
              
              
              8
              %
              7
              %Accounts
      receivable
              
              
              82,773
              
              
              
              58,046
              
              
              
              2
              %
              3
              %Other
      receivables
              
              
              164,795
              
              
              
              30,889
              
              
              
              4
              %
              1
              %Inventory
              
              
              798,540
              
              
              
              527,238
              
              
              
              21
              %
              25
              %Prepaidexpenses
              
              
              39,607
              
              
              
              9,052
              
              
              
              1
              %
              0
              %Total
      current assets
              
              
              1,395,542
              
              
              
              778,020
              
              
              
              38
              %
              376
              %Property,
      plant, andequipment,
      net
              
              
              947,126
              
              
              
              776,323
              
              
              
              25
              %
              36
              %Deposits
              
              
              135,523
              
              
              
              51,268
              
              
              
              4
              %
              2
              %Leasehold
      premium and key money
              
              
              1,238,809
              
              
              
              522,169
              
              
              
              33
              %
              25
              %Total
      assets
              
              $
              3,717,000
              
              
              $
              2,127,780
              
              
              
              100.0
              %
              100.0
              %
 
 Current
      liabilitiesBank
      line of credit
              
              $
              1,317,812
              
              
              $
              1,217,492
              
              
              
              35
              %
              
              
              57
              %Accounts
      payable and accrued exp.
              
              
              889,074
              
              
              
              208,013
              
              
              
              27
              %
              
              
              10
              %Other
      Payables
              
              
              100,300
              
              
              
              807,414
              
              
              
              12
              %
              
              
              38
              %Loan
      from shareholder
              
              
              5,665,004
              
              
              
              2,972,919
              
              
              
              152
              %
              
              
              140
              %Total
      current liabilities
              
              
              7,981,190
              
              
              
              5,205,838
              
              
              
              217
              %
              
              
              245
              %Shareholder's
      equityCommon
      stock
              
              
              1,207,193
              
              
              
              687,310
              
              
              
              32%
              
              
              
              32%Accumulated
      deficit
              
              
              (4,842,475
              )
              
              
              (3,577,200
              )
              
              
              (133)
              %
              
              
              (168)
              %Accumulated
      other comprehensive loss
              
              
              (628,908
              )
              
              
              (188,168
              )
              
              
              (17)
              %
              
              
              (9)
              %Total
      stockholders deficit
              
              
              (4,264,490
              )
              
              
              (3,078,058
              )
              
              
              (117)
              %
              
              
              (145)
              %Total
      liabilities and stockholders’ deficit
              
              $
              3,717,000
              
              
              $
              2,127,780
              
              
              
              100.0
              %
              
              
              100.0
              %
  18
  Ovale's
current liabilities as of December 31, 2007 were $7,981,190, as compared to
$5,205,838 December 31, 2006.   The current liabilities increased
by $2,775,352 or 53% as of December 31, 2007 from December 31,
2006.  The primary reason for the increase is the additional loans
from shareholders and related parties to satisfy costs related to establishing
the operations of the two stores opened in the previous fiscal year as well as
costs related to acquiring assets for the store launced in England during the
last fiscal year.
 
 The
Company’s net working capital deficit was $6,585,648 and $4,427,818 as of
December 31, 2007 and December 31, 2006, respectively.  This decrease
was primarily because of the negative cash flows from operation and dependence
on short term loans from shareholders to finance the expenditures.
 
 Ovale’s
consummation of merger with Orion is crucial for its strategy of accessing new
financing sources, rapidly establishing new stores internationally, increasing
the volume of sales and gross profit margin and creating a profitable operation
by spreading its fixed costs over larger volume of sales.


19




ITEM
7. FINANCIAL STATEMENTS





Financial
statements meeting the requirements of Item 310 of Regulation S-B, for the
fiscal year ending December 31, 2006 were audited by Bloom & Co. LLP and for
the fiscal year ending December 31, 2007 were audited by
Tabriztchi  & Co., CPA, P.C. (formerly Bloom & Co.
LLP)..





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





None





ITEM
8A. DISCLOSURE CONTROLS AND PROCEDURES





(a)
Evaluation of disclosure controls and procedures





An
evaluation of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) as of December 31, 2007 was carried out under the supervision and
with the participation of the Company’s management, including the Chief
Executive Officer and the Chief Financial Officer (“the Certifying Officers”).
Based on that evaluation, the Certifying Officers concluded that the Company’s
disclosure controls and procedures are effective.





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





(b)
Changes in internal controls





There was
no change to the Company’s internal control over financial reporting during the
year ended December 31, 2007 that materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial
reporting.





Item
8B. Other Information





There was
no information to be disclosed on Form 8K that was not
reported.


20


PART
III





ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE 34 Act





(a)
Identify Directors and Executive Officers.





The
following table sets forth: (1) names and ages of all persons who presently are
directors of OVLG; (2) all positions and offices with OVLG held by each such
person; (3) the term or office of each person named as a director; and 4) any
period during which he has served as such.  Normally directors are
elected for a term of one year.  However, they remain directors until
their successors are elected and qualify. Officers serve at the pleasure of the
board.





Name
            Duration
      and
              Date of  Expiration
              of 
      Present Term
            Position
      and Office
            Age
      and
              Date
      became
              DirectorVladimir
      Fabert
            One
      year
            President,
      CEO, CFO
            38Next
      Annual
            And
      Director
            04-04-08Gilles
      Neveu
            One
      year
            Vice
      President, Chief
            39Next
      Annual
            Design
      Officer, and Director
            04-04-08MeetingIrwin
      Pearl
            One
      year
              Next
      Annual Meeting
            Director
            66
              11/30/01Martin
      Mushkin
            At
      the pleasure
              Of
      the Board
            Secretary
            76
              04-04-08




There is
no understanding or arrangement between any directors or any other person or
persons pursuant to which such individual, was or is to be, selected as a
director or nominee of OVLG





(b)
Business Experience




Vladimir Fabert , along with
Gilles Neveu, is a founder of Ovale, S.A.  From 1999 until the
founding of Ovale in 2002, Mr. Fabert served as the Chief Executive Officer and
a director of Vusix S.A., a Geneva, Switzerland developer of video, broadcast,
broadband and multimedia computer software. From 1995 until he became employed
by Ovale in 2002, Mr. Fabert served as the Managing Director and European
Financial Manager at the Paris, France European Headquarters of Atwood Richards,
Inc., an international barter company with operations in 29 countries. In 1994,
Mr. Fabert served as the General Manager and a director of Marilee S.A., a
Paris, and France manufacturer of decorative luxury products. In 1993, Mr.
Fabert was in active military service in France as an officer with the 9eme
Régiment Aeromobile. From 1990 to 1993, Mr. Fabert served as the General Manager
for International Business Strategy Consulting Group, a privately owned business
consulting firm in Paris, France. Mr. Fabert received a bachelor degree in
business from Le Rosey Institute in Geneva, Switzerland in 1989. Subsequently,
and during 1989 and 1990, Mr. Fabert attended International Laws classes at
University of Paris (Assas-Pantheon), Paris, France. During 1990 to 1992, Mr.
Fabert attended Business Administration classes at A.U.P. American University of
Paris in Paris, France. Similarly, and during 1992 and 1993, Mr. Fabert attended
Business Administration classes at U.S.E., University of Southern Europe in
Monaco. Mr. Fabert is fluent in French, English, Romanian, Italian and
German.




21




Gilles Neveu  along
with Vladimir Fabert, is a founder of Ovale. From 1997 until the founding of
Ovale in  2002. Mr. Neveu was the President and Chief Executive
Officer of L'Angelot, a privately owned French company engaged in the design,
contract manufacture and retail sale of high quality, high-end, designer gifts
and clothing for newborns up to 12 months including gold and silver decorations,
christening cups, silverware, toys, clothes, footwear, sheets and pillows. From
1988 to 1991, Mr. Neveu was employed by the House of Dior where he was in charge
of jewelry creation under the supervision of the established designer Gianfranco
Ferre. Prior thereto commencing in 1986 Mr. Neveu served as a freelance designer
for Swiss watchmakers Vacheron Constantin. Mr. Neveu received a BTS degree in
fashion design from the ESMOD design academy, Paris, France in
1987.





Irwin Pearl
was  Orion’s President, CEO and CFO from November  2001 to
the consummation of the Share Exchange.  Since 2001 he has been a principal
of Tobo Marketing Group, a company that sources products for the direct response
TV industry. Since 2005 he has also been a marketing consultant for Magniflex,
Italy's largest mattress manufacturer, regarding the introduction of its
products to the U.S. market. From 1998 to 2001 he was the Vice President for
Marketing both E-Global Communications and E-Global Net. These companies market
direct TV products into Latin America and other countries.





Martin Mushkin, was admitted
to the practice of law in the State of New York in 1956.  He served as
a Judge Advocate General officer in the U.S. Air Force for two years, was in
private litigation practice in New York, New York for two years, and was a
Senior Trial Attorney for the US Securities and Exchange Commission for four
year.  He has been in private practice since 1964.  He
received his B.B.A. degree from the University of Wisconsin and his law degree
from Harvard Law School. He is US counsel to the company.





(c)  Compliance
with Section 16(a) of the Exchange





Section
16(a) of the Securities Exchange Act of 1934 requires Orion’s directors and
executive officers, and persons who own more than ten percent of Orion’s
outstanding common shares to file with the Securities and Exchange Commission
(the “SEC”)  initial reports of ownership and reports of changes in
ownership of common shares. Such persons are required by the SEC regulations to
furnish Orion with copies of all such reports they file. To Orion’s knowledge,
based solely on a review of the copies of such reports furnished to Orion, all
Section 16(a) filing requirements applicable to officers, directors and greater
than ten percent beneficial owners are current.








(d)  Certain Information About OVLG’s
Directors, Lack of Committees, Financial Experts




(i) Directorships of Other
Public Companies Each Director of the Registrant has indicated to OVLG
that he is not presently, nor has he been during the last five years, a director
of any other registrant with a class of securities registered pursuant to
Section 12 of the 34 Act or subject to the requirements of Section 15(d) of such
act or any investment company registered under the Investment Company Act of
1940.




(ii)
Identification of
Certain Significant Employees The Registrant does not presently employ
any person as a significant employee who is not
an  executive  officer  but  who  makes  or
is  expected  to  make a significant contribution
to the business of OVLG.





iii)
Family
Relationships No family relationship exists between any director or
executive officers of OVLG.





(iv)
Involvement in Certain
Legal Proceedings No event listed
in  Sub-paragraphs  (1) through (4) of
Subparagraph  (d) of Item 401
of  Regulation  S-B,  has  occurred  with  respect
to any present  executive officer or director of
the  Registrant  or any nominee
for  director  during the past five years which is material
to an  evaluation  of the ability or integrity of such
director or officer.





(e)
Employment Agreements





Vladimir Fabert On January 1,
2003, Ovale entered into a written employment agreement with Vladimir Fabert as
its Chief Executive Officer. In accordance with Swiss law the agreement is
without duration. Mr. Fabert's salary is CHF 20,000 per month payable commencing
with the generation of positive cash flow.  The agreement provides for
confidentiality and non-compete protection for Ovale. To date Mr. Fabert has
been paid CHF7,500 per month.




22




Gilles Neveu
On January 1, 2002, Ovale entered
into a written two year renewable personal service agreement with Gilles Neveu.
The contract was continued by the tacit consent and conduct of the
parties.  It was formally amended as January 10, 2008 for an
indeterminate term, but subject to certain rights of each party to termination
on notice.  At present, Mr. Neveu is paid  €10,400 per
month.  In addition to the customary confidentiality and non-compete
protection to Ovale, the agreement grants to Ovale title to all products
designed by Mr. Neveu for Ovale, during the term of the agreement. 
Mr. Neveu is free to design merchandise for other clientele, such as adults, so
long as those products do not compete with those of Ovale.





(f)
Lack of Committees of the BoardorFinancial
Experts




OVLG has
no standing audit, nominating,  or compensation
committees.




Nominating
Committee     OVLG’s Board of Directors consists
of three individuals., two of whom, Vladimir Fabert and Gilles Neveu are
executive officers of OVLG and both of whom are controlling persons
 Neither  may be deemed independent.   OVLG is not
a listed company and there is no legal requirement that it have a nominating
committee.  OVLG does not have a formal policy in regard to
nominations, but the Board would consider any person as a nominee whose name is
submitted in writing at its corporate address or the offices of Ovale, S.A. in
Geneva Switzerland,  at least 120 days before a meeting at which
directors are to be elected.  However, the three Board members see no
reason to expand the Board.  Since a nominating committee would only be
comprised of the three directors they think that a formal nominating committee
is impractical and inappropriate for this tiny company.




Audit
Committee         OVLG is
not a "listed company" under SEC rules and is therefore not required to have an
audit committee comprised of independent directors. Responsibility for
OVLG's  operations is centralized within management.  It
relies on the assistance of others, to help it with the preparation of its
financial information. OVLG does not currently have an audit committee, however,
for certain purposes of the rules and regulations of the SEC, the Company's
board of directors is deemed to be its audit committee.




Audit Committee Financial
Expert     OVLG's board of directors has
determined that its members do not include a person who is an "audit committee
financial expert" within the meaning of the rules and regulations of the SEC.
The board of directors has determined that each of its members is able to read
and understand fundamental financial statements and has substantial business
experience that results in that member's financial sophistication. Accordingly,
the board of directors believes that each of its members have the sufficient
knowledge and experience necessary to fulfill the duties and obligations that an
audit committee would have. Nor does OVLG believe it could attract someone to
serve as the Audit Committee Financial Expert since it does not have the
wherewithal to pay such a person.





Lack of Compensation
Committee and No Standard or Individual Compensation Package  
There is no compensation committee and no standard or individual compensation
package for any of OVLG's directors or for its
director-nominees.




(g) Code of
Ethics





A code of
ethics relates to written standards that are reasonably designed to deter
wrongdoing and to promote:




1.
            Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;2.
            Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that are filed with, or submitted to, the Commission and in
      other public communications made by an
issuer;




23


3.
            Compliance
      with applicable governmental laws, rules and
  regulations;4.
            The
      prompt internal reporting of violations of the code to an appropriate
      person or persons identified in the code; and5.
            Accountability
      for adherence to the code.





OVLG
adopted a corporate code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.   A copy of
the code is an exhibit to this 10-KSB.  A copy will be supplied to any
person, without charge, upon request.  Such a request may be written
to the company at its place of business in the United States, to its post office
box listed herein or made to the office of Ovale, S.A. in Geneva,
Switzerland.








ITEM
10. EXECUTIVE COMPENSATION.





(a) General





During
the three fiscal years ended December 31, 2007, no compensation was paid to,
accrued or set aside for any executive officer or director of OVLG, except that
in December, 2007, 100,000 shares were issued to Irwin Pearl for past
services.





(b) Summary Compensation
Table





SUMMARY
      COMPENSATION TABLEAnnual
      Compensation
            Long-Term
      CompensationRestricted
            SecuritiesStock
            Underlying
      LTIName
            Year
            Salary
            Bonus
            Other
            Award(s)
            Options
            PayIrwin
      Pearl
            2005
            -0-
            None
            None
            None
            None
            NoneThomas
      Regan
            2005
            -0-
            None
            None
            None
            None
            NoneIrwin
      Pearl
            2006
            -0-
            None
            None
            None
            None
            NoneThomas
      Regan
            2006
            -0-
            None
            None
            None
            None
            NoneIrwin
      Pearl
            2007
            -0-
            None
            None
            None
            None
            NoneThomas
      Regan
            2007
            -0-
            None
            None
            None
            None
            None


_________________





(c)  Option/SAR Grant
Table.  During the fiscal year ended December 31, 2007, OVLG
made no grants of stock options or freestanding SAR's.





(d) Aggregate Option/SAR
Exercises and Fiscal Year-End Option/SAR Value Table.  No stock
options or freestanding SAR's are issued or
outstanding.  Accordingly,  during the fiscal year
ended  December 31, 2007, no stock options or freestanding SAR's were
exercised.





(e)
Long-Term Incentive
Plan ("LTIP") Awards Table. During the fiscal year ended December 31,
2007, OVLG made no LTIP awards.





(f)  Compensation of
Directors .   During the fiscal year ended December 31,
2007, no director of OVLG received any compensation, whether pursuant to any
standard or other arrangement or otherwise, except that Irwin Pearl was issued
100,000 shares for past services.




24





Long-Term
Incentive Plan





On April
3, 2008, the Board established a long term incentive plan. The plan is subject to
ratification by the shareholders within one year of its
adoption.  Long-term incentives are provided through equity awards,
which reward executives, other employees, and consultants through the growth in
value of our stock. The Board believes that equity ownership of such people
provides an incentive for them to build shareholder value and serves to align
the interests of employees with those of OVLG’s shareholders. Grants of stock
options and stock-based awards to such people are based upon each such person’s
relative position, responsibilities and contributions to the company, with
primary weight given to the individual’s relative rank and responsibilities.
Stock options are generally granted at an exercise price equal to the market
price of OVLG’s common stock on the date of grant and will provide value only to
the extent that the price of OVLG’s common stock increases over the exercise
price.    No awards have been granted to date.





(g) Employment Contracts and
Termination of Employment, and Change-in-Control
Arrangements   As described in ITEM 12,  Mr.
Fabert and Mr. Neveu have employment contracts with Ovale, S.A. predating the
change in control., and the Law Office of Martin Mushkin, LLC has a contract
with the company.





(h) Report on Repricing of
Options/SAR's. No stock options or freestanding SAR's are issued or
outstanding.  Accordingly, and during the fiscal year ended December
31, 2007, no stock options or freestanding SAR's were repriced.





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT








(a) Security Ownership of
Certain Beneficial Owner. The information is furnished as
of  April 12, 2008, as to the number of 16,086,532 shares of OVLG's
shares outstanding, owned beneficially, or known by OVLG to own beneficially,
more than 5% of its only outstanding security:





Name
      and Address of Beneficial
            
            Amount
      and
              Nature
      of
              Beneficial
            
            
            Percentage
      ofOwner
            
            Ownership
            
            
            ClassVladimir
      Fabert1,
      Chemin de la SavonniereCollonge-BelleriveSwitzerland
            
            
            3,085,875
            (1)
            
            
            19.2
            %Gilles
      Neveu
            
            
            2,800,000
            
            
            
            17.4
            %36
      Boulevard Helvetique1207
      Geneva, SwitzerlandRichard
      Von Tscharner
            
            
            825,469
            
            
            
            5.1
            %87
      Route de Suisse,1296
      Coppet, Switzerland





(1)
Does not include an aggregate of 720,000 shares of OVLG's Common Stock owned of
record by Alexandre Fabert, the wife of Vladimir Fabert who is not otherwise
affiliated with Ovale as an executive officer or director.  Mr. Fabert
disclaims beneficial ownership of the shares of OVLG's Common Stock individually
owned by his wife.





(b)  Security Ownership of
Management.  The  information is furnished as of
April 12, 2008, as to the number of shares of OVLG's Common Stock, no par value
per share owned  beneficially  by
each  executive  officer  and director of
the  Registrant  and by all  executive officers
and  directors as a group:




25





Name
      and Address
            
            
            Amount
      and
              Nature
      ofof
      Beneficial
            
            
            Beneficial
            
            
            Percentage
      ofOwner
            Position
            
            Ownership
            
            
            ClassVladimir
      Fabert
            President, Treasurer,
            
            
            3,085,875
            (1)
            
            
            19.2
            %1,
      Chemin de la Savonniere
            CEO, CFO andCollonge-Bellerive
            DirectorSwitzerlandGilles
      Neveu
            Vice
      President,
            
            
            2,800,000
            
            
            
            17.4
            %36
      Boulevard Helvetique
            Chief Designer, and1207
      Geneva, Switzerland
            DirectorIrwin
      Pearl
            Director
            
            
            100,000
            
            
            less
      than .01%25
      Nantwick St.Lido
      Beach, NY 11561Martin
      Mushkin
            Secretary
            
            
            0
            
            
            
            0
            %30
      Oak St.Stamford,
      CT 06905All
      Officers And Directorsas
      a Group of four persons
            
            
            
            5,985,875
            (1)
            
            
            37.2
            %


__________________





(1)Does not include an
aggregate of 720,000 shares of OVLG's Common Stock owned of record by Alexandra
Fabert, the wife of Vladimir Fabert who is not otherwise affiliated with Ovale
as an executive officer or director.  Mr. Fabert disclaims beneficial
ownership of the shares of OVLG's Common Stock individually owned by his
wife.





(c) Changes in
Control.   As described in ITEM I DESCRIPTION OF BUSINESS
– Recent Developments, control of the company effectively changed to the
controlling shareholders of Ovale, S.A. shortly after the meeting of
shareholders and the joint meeting of the board of directors held on December
18, 2008.  However the formalities of the closing of the Exchange
Agreement were not completed until April 3, 2008.





ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Vladimir
Fabert     Mr. Fabert is one of the Five
Original Investors in Ovale, S.A. As part of the Second Closing of the Share
Exchange which was completed on April 3, 2008, Mr. Fabert received 1,949,571 of
the 3,085,875 shares of OVLG now held by him. The 3,085,875 shares
represent 19.2% of the common stock of OVLG. His employment agreement with
Ovale, described below, will continue.  Mr. Fabert’s wife, Alexandra
Fabert  is the owner of record of 720,000 shares of OVLG. Mr. Fabert
denies beneficial ownership of Mrs. Fabert’s shares, and she denies beneficial
ownership in the shares owned by Mr. Fabert.  See “Securities
Ownership of Certain Beneficial Owners of OVLG and of its Officers” and
“Change of Control”





From time
to time, Mr. Fabert has loaned Ovale, S.A. funds.  As of December 31,
2007 the sum outstanding was $5,665,004. Under Swiss law, a loan from an officer
or controlling shareholder of a Societe Anonyme (S.A.) may not bear
interest.  The loans are on open account and payable on
demand.




Gilles
Neveu      Mr. Neveu is one of the Five
Original Investors in Ovale, S.A.  As part of the Second Closing of
the Share Exchange which was completed on April 3, 2008, Mr. Neveu
received  his 2,800,000 shares.  The 2,800,000 shares
represent 17.7% of the common stock of OVLG. His employment agreement with
Ovale, S.A. described below, will continue.    See
“Securities Ownership of Certain Beneficial Owners of Ovale  and of
its Officers” and “Change of Control”





Irwin
Pearl     In December 2007, Mr. Pearl was issued
100,000 shares for his past services.





Martin
MushkinMr. Mushkin is the principal of Law Office
of Martin Mushkin, LLC.  His firm has been engaged by OVLG to perform
legal services in regard to US law.  Its contract provides that for a
period  of one year commencing September, 2007, it is to be paid
$72,000 in monthly payments of $6,000 each and a payment of $62,000 on or before
December 24, 2008 for past services.  In addition an evaluation of the
time expended by the firm since September, 2007, is to take place at about
September 2008 with a view to adjusting the payment to the firm for services
during the contract term in accordance with the time expended.  The
contract automatically renews itself unless terminated. In accordance with US
law practice, the contract may be terminated by either party on reasonable
notice but past obligations must be honored.




26




Transactions with Other Affiliates -
the Three Remaining of the Five Original Ovale
Investors.The three remaining Five Original
Ovale Investors were Gholamreza Shahbazi, Synergy Assets Management, Ltd and Atlantic
International Capital Holdings, Ltd.  At the second closing of the
Share Exchange, which was completed as of April 3, 2008, 697,920 shares were
issued in the name of Gholamreza Shahbazi, 620,373 shares were issued to Synergy
and 620,373 were issued in the name of Atlantic
International.   Synergy is a holding company of which Majid
El Sohl is a principal.  Gholamreza Shahbazi, died in August
2006.  Prior to his death, Mr. Shahbazi assigned his interests in
697,000 of the shares to certain unaffiliated parties, including Parthian
Securities, S.A.  Mr. Shahbazi was the principal of Parthian. The
Estate of Mr.  Shahbazi and Parthian are in receivership. Application has
been to the Office des Faillites, the Swiss office managing those estates, for
permission to deliver the noted Shahbazi shares to the
assignees.







Except
for the foregoing, OVLG has not been advised, nor does it have any reason to
believe that during the fiscal year ended  December 31, 2007, any
officer, director or relative or spouse of the foregoing persons or any relative
of such person who has the same home as such person, or is or was a director or
other officer of any parent of OVLG or any shareholder known by OVLG to own of
record or beneficially more than five (5%) percent of OVLG's Common Stock, had a
direct or indirect material interest in any transaction or presently proposed
transaction to which OVLG or any of its parents was or is a party.





(c) Parents.   Vladimir
Fabert, and Gilles Neveu, executive officers and directors of Ovale, may be
deemed to be a parents of OVLG.





(d)
Transactions with Promoters. Inapplicable.














ITEM
13.  EXHIBITS AND REPORTS ON FORM 8-K





(a)
Exhibits:





2.(i)    Exchange
Agreement dated September 15, 2004 between the


Company
and Ovale, S.A. incorporated by reference to Exhibit A


to
the Preliminary Information Statement of the Company filed


on
November 22, 2005





2.(ii)   Amendment,
dated November 8, 2004, to Exchange Agreement dated


September
15, 2004 between the Company and Ovale, S.A.


incorporated
by reference to Exhibit B to the Preliminary


Information
Statement of the Company filed on November 22,


2005





2.(iii)  Second
Amendment, dated January 3, 2006, to the Exchange


Agreement
dated September 15, 2004 incorporated by reference  to


Exhibit 2(iii) to the Form 10KSB/A of
the Company for the year ended


April 30, 2006 filed on April 25,
2007.





3.(i)1   Certificate
of Incorporation incorporated by reference to


Exhibit
(1)(i) to Registration Statement filed on Form S-1





3.(i)2   Amendment
to Articles of Incorporation incorporated by


reference
to Item (1)(ii) filed with Form 10K for the year


ended
April 30, 1983




27





3.(ii)  
 By-laws






















31.1   
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2003





32.2  
 Certifications pursuant to Section 906 of the Sarbanes-Oxley act of
2003





99(i)  
2008 Long Term Incentive Plan





(b) Reports on Form
8K:  During the last quarter of the fiscal year ended December
31, 2007, OVLG filed one Form 8-K Current Report.








ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
following table sets forth the aggregate fees billed to us for fiscal years
ended December 31, 2007 by Tabriztchi & Co. and 2006 by Bloom & Co.,
LLP, OVLG's auditors:





2007
            
            
            2006Audit
      Fees (1)
            
            $
            70,895
            
            
            $
            29,050Audit
      Related Fees
            
            
            --
            
            
            
            --Tax
      Fees
            
            
            850
            
            
            
            --Total
      Fees paid to Auditor
            
            $
            71,745
            
            
            $
            29,050





(1)  The
aggregate fees included in Audit Fees are fees billed for the fiscal year. The
aggregate fees included in each of the other categories are fees billed in the
fiscal year.





Audit Fees.




Tax Fees.





28








SIGNATURES





Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of Long Beach, State of
New York, on May 9, 2008





Ovale
      Group, Inc.BY:/s/Vladimir
      FabertVladimir
      Fabert, President





Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of the Registrant and in their capacities and on the dates
indicated have signed this report below.





/s/Vladimir
      Fabert,  DirectorDated:
      May 9, 2008Geneva,
      Switzerland/s/Gilles
      NeveuGilles
      Neveu, DirectorDated:
      May 9, 2008Paris,
      France/s/Irwin
      PearlIrwin
      PearlDated:
      May 9, 2008Long
      Beach, NY





29




ITEM 7. FINANCIAL
STATEMENTS




ContentsIndependent
      Auditors’ Report
            
            F-2Consolidated
      Balance Sheet at December 31, 2007
            
            F-3Consolidated
      Statement of Operations for the years ended December 31, 2007 and
      2006
            
            F-4Consolidated
      Statement of Cash Flows for the years ended December 31, 2007 and
      2006
            
            F-5Consolidated
      Statement of Shareholders’ Deficit for the years ended December 31, 2007
      and 2006
            
            F-6Notes
      to Consolidated Financial Statements
            
            F-8








F-1





Member of
AICPA       Registered with PCAOB
 Tabriztchi
& Co
.,cpa,
p.c.
 certified
public accountants


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of
Directors


Ovale
Group, Inc.





We have
audited the accompanying consolidated balance sheet of Ovale Group, Inc. (the
"Company") (Formerly Orion Diversified Technologies, Inc.) as of December 31,
2007 and the related consolidated statements of operations, stockholders'
deficit and cash flows for the years ended December 31, 2007 and 2006. 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 audits.





We
conducted our audits 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. We were not engaged to perform an
audit of the Company's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. 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, and
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 consolidated financial position of Ovale Group, Inc. as
of December 31, 2007 and the consolidated results of its operations and its
consolidated cash flows for the years ended December 31, 2007 and December 31,
2006, in conformity with United States generally accepted accounting
principles.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 13 to the consolidated
financial statements, the Company has incurred net losses, had negative cash
flows from operations and needs to raise additional capital. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 14. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





Tabriztchi
& Co., CPA, P.C.


Garden
City, New York


May 6,
2008





7 Twelfth
Street   Garden City, NY   11530    ̈ Tel:
516-746-4200  ̈ Fax:
516-746-7900




Email:Info@Tabrizcpa.com
 ̈
www.Tabrizcpa.com




F-2









OVALE
      GROUP, INC.(FORMERLY
      ORION DIVERSIFIED TECHNOLOGIES, INC.)
              CONSOLIDATED
      BALANCE SHEET
              DECEMBER
      31, 2007





ASSETSCurrent
      assetsCash
      and cash equivalents
            
            $
            309
      ,827Accounts
      receivable
            
            
            82,773Other
      receivables
            
            
            164,795Merchandise
      inventory
            
            
            798,540Prepaid
      expenses
            
            
            39,607Total
      current assets
            
            
            1,395,542Property,
      plant, and equipment, net
            
            
            947,126Deposits
            
            
            135,523Leasehold
      premium and key money
            
            
            1,238,809Total
      assets
            
            $
            3,717,000Current
      liabilitiesBank
      line of credit
            
            $
            1,317,812Accounts
      payable and accrued expenses
            
            
            898,074Loans
      and interest payable
            
            
            100,300Loan
      from shareholder
            
            
            5,665,004Total
      current liabilities
            
            
            7,981,190Shareholder's
      deficitPreferred
      stock, 2,000,000 shares authorized none issued
              Common
      stock, no par value, 18,000,000 shares authorized 10,071,532  issued
      and outstanding
            
            
            1,207,193Accumulated
      deficit
            
            
            (4,842,475
            )Accumulated
      other comprehensive loss
            
            
            (   628,908
            )Total
      shareholders’ deficit
            
            
            (4,264,190
            )Total  liabilities
      and stockholder’s deficit
            
            $
            3,717,000








The notes
to the financial statements are an integral part of this statement.




F-3








OVALE
      GROUP, INC.
              (FORMERLY
      ORION DIVERSIFIED TECHNOLOGIES, INC.)CONSOLIDATED
      STATEMENT OF OPERATIONS
              FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006








2007
            
            
            2006Net
      Sales
            
            $
            1,566,191
            
            
            $
            967,306Cost
      of goods sold
            
            
            606,101
            
            
            
            413,756Gross
      profit
            
            
            960,090
            
            
            
            553, 550Operating
      expenses:Salaries
            
            
            707,935
            
            
            
            564,137General
      Administrative
            
            
            889,565
            
            
            
            721,939Marketing
            
            
            452,272
            
            
            
            270,955Professional
      fees
            
            
            23,160
            
            
            
            123,447Total
      operating expenses
            
            
            2,072,932
            
            
            
            1,680,478Loss
      from operations
            
            
            (1,112,842
            )
            
            
            (1,126,928
            )Other
      income (expense)Interest
      income
            
            
            382
            
            
            
            (871
            )Interest
      expense
            
            
            (109,392
            )
            
            
            (49,379
            )Loss
      on foreign currency transactions
            
            
            (64,436
            )
            
            
            (27,959
            )Other
            
            
            21,013
            
            
            
            4,477Total
      other income (expense)
            
            
            (152,433
            )
            
            
            (73,732
            )Loss
            
            $
            (1,265,275
            )
            
            $
            (1,200,660
            )Basic
      and diluted loss per share
            
            $
            (0.21
            )
            
            $
            (0.20
            )Weighted
      average shares outstanding
            
            
            6,048,575
            
            
            
            5,900,000





The notes
to the financial statements are an integral part of this statement.




F-4




OVALE
      GROUP, INC.
              (FORMERLY
      ORION DIVERSIFIED TECHNOLOGIES, INC.)CONSOLIDATED
      STATEMENT OF CASH FLOWS
              FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND
2006








2007
            
            
            2006Cash
      flow from operating activitiesNet
      loss
            
            $
            (1,265,275
            )
            
            $
            (1,200,660
            )Adjustment
      to reconcile net loss to net cash provided (used) in operating
      activities:Depreciation
            
            
            231,903
            
            
            
            121,251Changes
      in operating assets and liabilities:Inventory
            
            
            (271,302
            )
            
            
            (285,539
            )Prepaid
      expenses
            
            
            (30,555
            )
            
            
            (6,284
            )Accounts
      receivable
            
            
            (24,727
            )
            
            
            (40,259
            )Other
      receivable
            
            
            (133,906
            )
            
            
            18,313Accounts
      payable
            
            
            381,313
            
            
            
            35,966Other
      liabilities
            
            
            (362,885
            )
            
            
            411,212Cash
      used in operating activities
            
            
            (1,475,434
            )
            
            
            (946,000
            )Cash
      Flow from investing activitiesLeasehold
      improvements and equipment
            
            
            (354,112
            )
            
            
            (554,655
            )Deposits
            
            
            (84,255
            )
            
            
            (27,196
            )Acquisition
      of leasehold premium and key money
            
            
            (765,234
            )
            
            
            (120,345
            )Cash
      used in investing activities
            
            
            (1,203,601
            )
            
            
            (702,196
            )Cash
      Flow from financing activitiesBank
      line of credit
            
            
            100,320
            
            
            
            1,082,739Shareholders
      loan
            
            
            3,235,855
            
            
            
            553,857Related
      party loan
            
            
            (59,368
            )
            
            
            1,738Cash
      provided by financing activities
            
            
            3,276,807
            
            
            
            1,638,334Effect
      of exchange rate on cash
            
            
            (440,740
            )
            
            
            (254,503
            )Net
      change in cash
            
            
            157,032
            
            
            
            (264,365
            )Cash
      and cash equivalent, beginning
            
            
            152,795
            
            
            
            417,160Cash
      and cash equivalent, ending
            
            $
            309,827
            
            
            $
            152,795








The notes
to the financial statements are an integral part of this statement.




F-5




OVALE
      GROUP, INC.
              (FORMERLY
      ORION DIVERSIFIED TECHNOLOGIES, INC.)CONSOLIDATED
      STATEMENT OF CASH FLOWS
              FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006
              (CONTINUED)




SUPPLEMENTAL
SCHEDULE OF NON-CASH TRANSACTIONS




2007




The
recapitalization transaction eliminated $762,040 inter-company loans payable and
increased the additional paid in capital, and accounts payable and loans payable
by $519,883 and $242,157, respectively.  The transaction cost of $84,
paid by the cash acquired in the transaction was charged to additional paid in
capital.  All other professional fees associated with recapitalization
were charged as expense.




2006




The
Company received $30,000 in exchange for a note payable of $30,000 and 40,000
shares of common stock to be issued to the note holder. The 40,000 shares were
valued at $14,000, or $0.35 per share market price at the date of agreement.
Because the Company failed to pay the note on the due date, the Company is
obligated to issue to the lender 10,000 shares of common stock for each month
the Company fails to repay the loan commencing on the first day of the first
month following the due date and continuing until the loan is repaid in full
together with all the accrued interest.  As of December 31, 2007, the
Company had not repaid the loan and was required to issue the shareholder
100,000 shares as a penalty.  The liability for issuance of shares was
determined by estimating the cost of the shares to be issued at the market price
of the Company stock at the first day of each month.






F-6


OVALE
      GROUP, INC.
              (FORMERLY
      ORION DIVERSIFIED TECHNOLOGIES, INC.)CONSOLIDATED
      STATEMENT OF STOCKHOLDERS DEFICITJANUARY
      1, 2006 TO DECEMBER 31, 2007AccumulatedNumber
      of
            Common
            Additional
              Paid
      in
            Accumulated
            Other
              ComprehensiveShares
            Stock
            capital
            Deficit
            Income
            TotalBalance
      at January 1, 2006
            250
            $687,310
            $            --
            $(2,376,540)
            $     66,335
            $(1,622,895)Loss
      for 2006
            --
            --
            --
            (1,200,660)
            --
            (1,200,660)Foreign
      currency translation
            --
            --
            --
            --
            (254,503)
            (254,503)Balance
      at December 31, 2006
            250
            687,310
            --
            (3,577,200)
            (188,168)
            (3,078,058)Recapitalization
      (Note 2)
            10,071,282
            (687,310)
            1,207,193
            --
            --
            519,883Loss
      for 2007
            --
            --
            --
            (1,265,275)
            --
            (1,265,275)Foreign
      currency translation
            --
            --
            --
            --
            (440 740)
            (440,740)Balance
      at December 31, 2007
            10,071,532
            $--
            $1,207,193
            $(4,842,475)
            $(628,908)
            $(4,264,190)








The notes
to the financial statement are an integral part of this statement.




F-7





OVALE
GROUP, INC.


(FORMERLY
ORION DIVERSIFIED TECHNOLOGIES, INC.)


NOTES
TO THE FINANCIAL STATEMENTS





NOTE
1. ORGANIZATION AND BUSINESS





Ovale
Group, Inc. (formerly known as Orion Diversified Technologies, Inc.) is the
consolidated parent of three European subsidiaries engaged in the retail sale of
luxury gifts and apparel for infants.




Orion
Diversified Technologies, Inc. (Orion) was incorporated in New Jersey on May 6,
1959. Until 1986, Orion was engaged in the marketing and sale of a line of
semiconductors, transistors, diodes, rectifiers and other ancillary electronic
products.  Because of sustained operating losses, Orion discontinued
this line of operation and filed a plan of reorganization (under Chapter 11)
with the United States Bankruptcy Court for the Eastern District of New York, on
April 30, 1990. The Company’s Plan of Reorganization was confirmed by the United
States Bankruptcy Court for the Eastern District of New York on April 30, 1990
and consummated on June 2, 1992. After the reorganization, Orion’s management
limited its activities to seeking to consummate a business combination with a
privately owned company.




On June
2, 2003, Orion’s Board of Directors and the holders of a majority of the
outstanding shares of Orion’s Common Stock unanimously approved a share exchange
agreement between Ovale S.A. (Ovale) and all of its shareholders (2003
Agreement).  Ovale was incorporated in Geneva (Switzerland) on October
17, 2002 with its main office located at Boulevard Helvétique 36 - 1027 Geneva,
Switzerland.  The company was authorized and issued 100 shares of
Class A common stock, 1,000 CHF (i.e., Swiss Francs) par value, and 150 shares
of Class B common stock, 5,000 CHF par value. The Class A shares were given
Droit Superior which
means they have preference rights on liquidation.




Ovale’s
major activity is the design, manufacture, trade and direct sale of fashion
products focusing on infants.  Ovale plans to operate numerous high
end proprietary points of sales (POS) locations worldwide, starting in major
European cities. Ovale’s strategy is to quickly achieve critical
mass.  Corner shops may also be established in speciality stores and
contracts made with maternity hospitals and the like.




On
November 11, 2002, Vladimir Fabert, Gilles Neveu, Ghulamreza Shahbazi, Majid El
Sohl, and Atlantic International Capital Holdings, Ltd. became the Five Original
Ovale Investors when they invested an aggregate of CHF 50,000. They each
received Class A shares in proportion to their anticipated involvement in the
company. In June 2003 the same Five Original Ovale Investors also borrowed CHF
50,000 ($38,000) from Orion and invested in Ovale.




In April,
2003, Orion, through a private placement, generated gross proceeds of $306,202
and net proceeds of $281,688.  On May 23, 2003, Orion loaned $214,499
to Ovale to open its first store.  In July, 2003 an additional $38,080
was wired by Orion to Ovale. Mr. Fabert guaranteed repayment of this Advance to
Orion.




F-8




Mr.
Fabert, Ovale’s President and principal stockholder, contacted certain European
investors personally known to him and entered into arrangements with them to
provide funds to the new enterprise.  Mr. Fabert gave each investor
his personal promissory note which provided that the funds loaned would either
be returned or they would receive shares in a public company in the United
States.  Ovale has recorded these loans from Mr. Fabert.  On
September 6, 2003, through Mr. Fabert, investors invested CHF 750,000 ($570,000)
in Class B shares of Ovale.




On
September 15, 2004, Orion, and the holders of all of the outstanding capital
stock of Ovale, entered into an agreement that amended, restated and replaced
their 2003 Agreement (the “Share Exchange Agreement”).  Pursuant to
the Share Exchange Agreement, Ovale shareholders agreed to tender to Orion all
of the 100 issued and outstanding shares of Class A common stock, 1,000 CHF
(i.e., Swiss Francs) par value, and all 150 issued and outstanding shares of
Class B common stock, 5,000 CHF par value, of Ovale in exchange for an aggregate
of 10,608,100 shares of common stock of the Company. In addition, the Class A
shareholders of Ovale agreed to relinquish their  CHF 50,000
indebtedness to Orion as additional payment for their Class A shares and Mr.
Fabert, who had loaned €700,000 ($543,770) to Ovale agreed to accept 1,166,900
shares of Orion’s common stock for each Euro lent to Ovale.




On
November 8, 2004, Orion, Ovale and the shareholders of Ovale entered into an
amendment (the “Amendment”) to the Share Exchange Agreement. Pursuant to the
Amendment, the parties agreed to consummate the business combination in two
closings.  At the Initial closing, which took place on November 19,
2004, Orion delivered 5,900,000 shares of its common stock, to Frederic Cottier,
the designated Swiss escrow agent (Escrow Agent).  The escrow agent
delivered 1,166,900 shares to Fabert in exchange for the assignment of
Orion-Ovale loan to Orion and 2,063,559 shares to Ovale shareholders, in
proportion to their interests in Ovale.  Upon the delivery of Ovale’s
audited financial statements to Orion in November, 2005, the escrow agent
delivered 1,949,541 of the remaining shares to Vladimir Fabert and 720,000
shares to Alexandra Fabert, his wife.  The release of these shares was
recorded as addition to common stock and reduction in the additional paid in
capital of $26,695.  The shareholders of Ovale delivered all issued
and outstanding shares of Ovale to Ovale’s counsel until the second closing,
and  €443,894, held in trust in Switzerland, was released to Ovale for
use in its business. The Orion shares issued to Ovale shareholders were not
allowed to vote but were included in the weighted average number of shares
outstanding for purposes of calculating earnings per share. Finally, the
Amendment provided that the Company’s Board of Directors remain intact until the
second closing.




On
December 18, 2007, Orion held a meeting of its shareholders pursuant to its
final proxy statement which became effective on November 13, 2008.  At
that meeting the shareholders voted in favor of the Exchange Agreement and the
effective control of Orion was turned over to the shareholders of
Ovale.




At the
second closing to be held on April 3, 2008 (see Note 14), Orion delivered the
remaining 5,875,000 shares of its common stock, to individual Ovale shareholders
in exchange for all of the Ovale shares.  The shares were delivered to
the five Class A Ovale shareholders as follows: Vladimir Fabert 1,136,334;
Gilles Neveu, 2,800,000; Parthian (Gholamreza Shahbazi) 697,920; and Atlantic
International Capital Holdings Ltd. 620,373. The transaction with Ovale was
approved by two-thirds of Orion’s shareholders.




F-9




In
accordance with the approval of the shareholders, Orion filed an amendment to
its certificate of incorporation, on December 24, 2008, and changed its name to
Ovale Group, Inc., and increased its authorized shares to 20,000,000 shares, no
par value, of which 2,000,000 shares  is reserved for a class of
preferred stock.




Ovale SA
opened its first store in Geneva (Switzerland) on December 8, 2004 in a
fashionable section of the city. New stores are scheduled to be opened in major
cities on a regular basis (approximately one new store every nine
months).  The second store in Zurich, Switzerland, began operations in
November of 2006.




The
French subsidiary began operations in France on November 12, 2003 with a first
store on Boulevard St. Germain, a prestigious high fashion district of Paris.
The second store in Paris opened on June 5, 2006 on Rue Marbeuf, another
fashionable area of Paris.




The fifth
store was opened on December 12, 2007 on Sloane Street, in London, England,
comparable to Madison Ave. between 60th Street and 80th Street
in New York City.




NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Use of estimates in the
preparation of financial statements




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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.




Principles of
consolidation




The
consolidated financial statements include the accounts of the Ovale S.A, Ovale
Limited, Ovale SARL and Ovale Group, Inc. (Formerly Orion Diversified
Technologies, Inc).  All significant intercompany transactions and
balances are eliminated in consolidation.




Functional
currency




The
Company’s operations are located in Switzerland, France and Great Britain. Our
international subsidiaries primarily use local currencies as the functional
currency and translate their assets and liabilities at the current rate of
exchange in effect at the balance sheet date. Revenue and expenses from their
operations are translated using the monthly average exchange rates in effect for
the period in which the transactions occur. The net effect of exchange rates
movements resulting from translation into US Dollars is reported in a separate
account within stockholders equity.




Cash and cash
equivalents




The
Company considers all highly liquid investments with original maturity of three
months or less, when purchased, to be cash equivalents. The carrying amount
reported in the balance sheet for cash and cash equivalents approximates its
fair values.




F-10




Concentration of credit
risk




The
Company sells its products through its retail outlets principally to customers
for cash.  Financial instruments that potentially expose Ovale to
concentration of credit risk consist primarily of cash deposits and accounts
receivable. The Company places its cash deposits with high-credit quality
financial institutions. Accounts receivable represents sales to independent
retail stores with corner shops operated under the company’s label. At present
these stores are limited in numbers and the Company does not have a material
receivable against any of them. The Company’s allowance for bad debts, returns
and allowances was US$ 0 for each reporting date. The Company believes no
significant concentration of credit risk exists with respect to these cash
deposits and accounts receivable.




Inventories




Inventories
consist of finished goods and packing material. The Company’s products are
designed by its own designer, a shareholder and officer of the Company, and are
manufactured through independent international suppliers. Products are entered
in inventory upon delivery and only after inspection and acceptance of
quality.  Products that do not meet the Company’s quality standards
are returned to suppliers at no costs to the Company. The Company’s policy of
accounting for inventory is to use average cost method.




Shipping and Handling
Costs




Amounts
related to shipping and handling that are billed to customers are reflected in
net sales and the related costs are reflected in cost of goods
sold.




Key Money and Leasehold
Premium




The
Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142,
“Goodwill and Other Intangible
Assets”, effective with the beginning of fiscal year 2003. In relation to
leasing its retail stores the Company has made payments to the immediately prior
assignor/tenant to acquire leasehold rights. The payments are referred to as key
money or in the United Kingdom, premium.  All the leases are
renewable.   At the expiration of each the company’s leases, the
Company has the right to renew the lease for a new term at a market rate rental
negotiated with the landlord.  At any time, while it has a valid
lease, it may offer the leasehold rights for purchase to a successor tenant, in
the active market for key money or a premium, thus recouping a portion, all (or
none) of the key money or premium it paid and perhaps obtaining an additional
(or lesser) sum.




The key
money or premium is considered a direct cost of the related leases. The cost of
key money or premium, less the residual value, is amortized over the useful life
of the lease to the Company. The amortization method is adopted in recognition
of a change in the estimated future benefits inherent in the asset, the pattern
of consumption of those benefits, and the information available to the Company
about those benefits.  The Company has determined the accumulated
amortization for the prior years is not material and amortizes the amortizable
amounts over the remaining life of the lease agreements, on a straight line
basis.




F-11




Property and
equipment




Property
and equipment are recorded at cost.  Depreciation is computed using
the straight-line method over the estimated useful lives of the related assets
ranging from three to five years. Property held under capital leases is
amortized over the lesser of the lease term or their estimated useful lives. The
leasehold improvements are amortized over the life of the improvement or the
lease period (9 years), whichever is less.




Valuation of long-lived
assets




In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, which the Company adopted effective with
the beginning of fiscal year 2003, the Company assesses the carrying value of
its long-lived assets for possible impairment based on a review of forecasted
operating cash flows and the profitability of the related business. The Company
did not record any impairment losses for the years ended December 31, 2007 and
December 31, 2006.




Revenue
recognition




We
recognize revenue and the related cost of goods sold at the time the products
are received by the customers in accordance with the provisions of Staff
Accounting Bulletin No. (“SAB”) 101, “Revenue Recognition in Financial
Statements,”as amended by SAB 104, “Revenue
Recognition.”  Revenue is recognized for store sales when the
customer receives and pays for the merchandise at the
register.   For online sales, we estimate and defer revenue and
the related product costs for shipments that are in-transit to the
customer.  Revenue is recognized at the time we estimate the customer
receives the product which is typically within a few days of
shipment.  Amounts related to shipping and handling that are billed to
customers are reflected in net sales and the related costs are reflected in cost
of goods sold and occupancy expenses.  Revenues are presented net of
any taxes collected from customers and remitted to governmental
authorities.




Comprehensive
Earnings




Comprehensive
earnings are comprised of net earnings and other gains and losses affecting
equity that are excluded from net earnings. Other comprehensive earnings consist
of foreign currency translation gains or losses.




Advertising




Currently
advertising is primarily done through the Company’s officers’ connections with
celebrities.  Advertising costs totaled $61,961 for the year ended
December 31, 2007, and $80,691 for the year ended December 31, 2006,
respectively and are included in marketing expenses.  Advertising
costs are expensed when the advertising first appears.




Income
taxes




Income
taxes are accounted for under the asset and liability method. Deferred tax
assets and liabilities are recognized for future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss and tax
credit carry-forwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.




F-12




Basic and diluted earnings
per share




Basic
earnings (loss) per share (“EPS”) is computed based on the weighted average
number of common shares outstanding for the period. Diluted EPS gives effect to
all dilutive potential shares outstanding (i.e., options and warrants) during
the period.




Recapitalization




On
December 18, 2007 ("the Recapitalization date"), Shareholders of Ovale Group,
Inc. approved the acquisition of all of the outstanding shares of Ovale
S.A.  The transaction was effected by the release of the voting rights
on 5,900,000 shares of Ovale Group, Inc. previously issued to the shareholders
of Ovale S.A and the agreement to issue additional 5,875,000 of Ovale Group, Inc
shares of common stock on April 3, 2008 to the former Class A shareholders of
Ovale S.A.   This transaction resulted in the former Ovale S.A.
stockholders owning a majority interest in the outstanding shares of Ovale
Group, Inc. For financial reporting purposes, the transaction was recorded as a
recapitalization.




Although
Ovale Group, Inc. is the surviving legal entity, the transaction is being
accounted for as an issuance of equity by Ovale S.A. and a recapitalization of
Ovale S.A. under the capital structure of Ovale Group, Inc. in exchange for
$519,883 of net assets (assets of $762,040, less liabilities of $242,157) of
Ovale Group, Inc.   Under the  recapitalization method
of  accounting,  the historical  results of Ovale
S.A. have been carried forward and Ovale Group, Inc.’s
operations  have  been  included  in  the  consolidated   financial   statements
commencing on the recapitalization date.  Accordingly, the historical
results of operations occurring prior to the recapitalization date presented in
the consolidated financial statements are those of Ovale S.A.
only.  Results of operations after the recapitalization date include
the results of both companies on a consolidated basis.




Ovale was
accounted for as the acquirer and as the surviving accounting entity because the
former stockholders of Ovale received 5,900,000 share which gave them 59% of
voting shares on December 18, 2007.  On April 3, 2008 the former
shareholders of Ovale will receive an additional 5,875,000 shares which with
give these shareholders a total of approximately 75% of the voting rights in the
combined corporation. The 5,900,000 shares issued by Ovale Group have been
accounted for as if those shares comprised the historical share capital of Ovale
Group, Inc.  The 4,171,532 outstanding capital stock of Ovale Group,
Inc., at December 18, 2007, has been accounted for as shares issued by Ovale to
acquire the net assets of Orion. The transaction was treated, for accounting
purposes, as an acquisition (purchase) of control of the assets and business of
Orion by Ovale S.A.




F-13




Recent
Accounting Pronouncements




In
September 2006, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 157, "Fair Value
Measurements," or SFAS 157, which defines fair value, establishes
guidelines for measuring fair value and expands disclosures regarding fair value
measurements. SFAS 157 does not require any new fair value measurements but
rather eliminates inconsistencies in guidance found in various prior accounting
pronouncements. SFAS 157 is effective for us beginning January 1, 2008. We are
currently evaluating the impact of SFAS 157 on our consolidated financial
statements.




In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial
Assets and Financial Liabilities," or SFAS 159. SFAS 159 permits
companies to choose to measure certain financial instruments and certain other
items at fair value. The standard requires that unrealized gains and losses on
items for which the fair value option has been elected be reported in earnings.
SFAS 159 is effective for us beginning January 1, 2008.  We are
currently evaluating the impact that SFAS 159 will have on our consolidated
financial statements.




In
December 2007, the FASB issued SFAS No. 141R, "Business Combinations,"or
SFAS 141R. This issuance retains the fundamental requirements in SFAS 141 that
the acquisition method of accounting (which SFAS 141 called the purchase method)
be used for all business combinations and for an acquirer to be identified for
each business combination. SFAS 141R defines the acquirer as the entity that
obtains control of one or more businesses in the business combination and
establishes the acquisition date as the date that the acquirer achieves control.
SFAS 141R is effective for us beginning January 1, 2009. Though this
pronouncement is not expected to have an effect on our consolidated financial
position, annual results of operations or cash flows, if we were to acquire
another entity, we will account for it in accordance with this
pronouncement.




In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements,"("SFAS 160"). This issuance amends
Accounting Research Bulletin 51 to establish accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS 160 clarifies that a noncontrolling interest in a subsidiary is
an ownership interest in the consolidated entity that should be reported as
equity in the consolidated financial statements.  SFAS 160 is
effective for us beginning January 1, 2009.  This pronouncement is not
expected to have an effect on our consolidated financial
statements.




NOTE
3 — FIXED ASSETS




As
      of December 31, 2007, the fixed assets of the Company were as
      follows:Leasehold
      improvement
            
            $
            1,089,908Furniture
      and fixtures
            
            
            157,415Equipment
            
            
            113,888Total
      property, plant, and equipment
            
            
            1,361,211Less:
      accumulated depreciation
            
            
            (414,085)Property
      plant and equipment (net)
            
            $
            947,126





Depreciation
expenses for December 31, 2007 and December 31, 2006 were $231,903 and $121,253,
respectively.




F-14




NOTE
4 — LEASE PREMIUM AND KEY MONEY




On
October 15, 2007 the Company paid $765,234 to prior tenants of the new retail
store opened in December 2007 in London for their assignment of their lease to
the Company.  This lease “premium” is amortized over the
remaining lease period for the respective property.  The lease premium
is as follows:




December
      31, 2007Lease
      premium, at cost
            
            $
            765,234Less:
      Accumulated amortization
            
            
            (20,682)Lease
      premium, net of accumulated amortization
            
            $
            744,552




Both the
cost and accumulated amortization of lease premium is impacted by
fluctuations in foreign currency rates.  Amortization expense associated
with the lease premium was $20,682 for the year ended December 31,
2007.




In
relation to the lease agreement for the retail store locations and office space
in Paris, the Company paid $ 401,824 to the previous leaseholder as key
money.  Key money was also paid for the retail location in Zurich for
CHF 150,000 or $120,345. The estimated residual value of these intangible assets
is $469,952. The difference between the historical cost and the estimated
residual value is amortized over the remaining lease period for the respective
properties.  Key money is as follows:




December
      31, 2007Key
      money, at cost
            
            $
            522,169Less:
      Accumulated amortization
            
            
            (27,912
            )Key
      money, net of accumulated amortization
            
            $
            494,257




Both the
cost and accumulated amortization of key money are impacted by fluctuations in
foreign currency rates. Amortization expenses related to Key Money for the year
ended December 31, 2007 was $27,912.




F-15




NOTE
5 — CREDIT LINES WITH FINANCIAL INSTITUTIONS




The
Company has secured and unsecured lines of credit with major banks in
Switzerland, France, and England.  As of December 31, 2007, the outstanding
balances owed on lines of credit were as follows:




Country
            
            Financial
      Institution
            
            AmountSwitzerland
            
            Migros
            
            $(1,270,067)France
            
            Emprunt
      Crédit Lyonnais
            
            (47,766)Total
            
            
            
            $
      1,317,812




On
December 31, 2007, the Company had $295,334 credit line available, primarily
from UBS in Switzerland, $237,633, and Société Générale, in France, $55,
805.




NOTE
6 — NOTES PAYABLE




The
Company is obligated to a non-controlling shareholder for $30,000 advanced to
fund operations.  The note bears interest at 8% per annum and was
repayable on the earlier of February 8, 2007 or within 20 days of the closing of
the recapitalization between the Ovale Group, Inc. (formerly known as Orion
Diversified Technologies, Inc.) and  Ovale S.A.  As
additional consideration, the Company shall issue 40,000 shares, $.01 par value,
of common stock.  Because the Company did not pay the note on the due
date, the Company is obligated to issue to the lender 10,000 shares of common
stock for each month the company does not repay the loan, commencing on the
first day of the first month following the due date continuing until the loan is
repaid in full together with all the accrued interest.  As of December
31, 2007 had not repaid the loan and was required to issue the shareholder a
total of 140,000 shares.




NOTE
7 — TAXES AND NET OPERATING LOSS CARRY FORWARDS




Under
current tax laws governing jurisdictions we have net operating loss
carry-forwards, or NOLs, of $5,132,000.   NOLs in France and UK
of approximately $1,636,000 and $53,000, respectively, are subject to carry
forward indefinitely.  NOLs in Switzerland and the United States of
approximately $3,227,000 and $434,000, expire in seven and twenty years,
subsequent to the year generated, respectively.  However, due to a
change of over 50% in ownership of our US parent company, Ovale Group, Inc., the
US tax laws substantially limit the amount of net operating Loss Carry forward
that may be utilized each year.





The
estimated statutory tax rates were approximately 26% in Switzerland to 30% in
UK, 34% in France and 35% in the United States.  The reconciliation of
statutory tax to effective tax amount is as follows:





Tax at statutory
      rate
                
                $
                --
                
                
                $
                --Tax benefit of loss
      carry forward
                
                
                (391,000
                )
                
                
                (346,000
                )Less:  Increase
      in valuation allowance
                
                
                (391,000
                )
                
                
                (346,000
                )Tax at
      effective rate
                
                $
                --
                
                
                $
                --


F-16





The tax
asset from NOL computed at estimated statutory rates were are
follows:





Net operating loss
      carry-forward
                
                $
                1,490,000
                
                
                $
                1,099,000Less:  valuation
      allowance
                
                
                (1,490,000
                )
                
                
                (1,099,000
                )Tax asset,
    net
                
                $
                --
                
                
                $
                --
  Realization
of deferred tax assets associated with the NOL is dependent upon generating
sufficient taxable income prior to their expiration.  Management
believes that there is a risk that certain of these NOLs may expire unused and,
accordingly, has established a valuation allowance against them. Although
realization is not assured for the remaining deferred tax assets, based on the
historical trend in sales and profitability, sales backlog, and budgeted sales
of the Company, management believes it is likely that they may not be totally
realized through future taxable earnings. In addition, the net deferred tax
assets could be reduced in the near term if management’s estimates of taxable
income during the carryforward period are significantly
reduced.




The
company increased its valuation allowance by $391,000 and $346,000, in 2007 and
2006 respectively.  The valuation allowances were increased to offset
the additional estimated tax assets of $391,000 and $346,000 recognized as a
result of incurring net operating loss of $1,366,195 and $1,200,660, in 2007 and
2006, respectively.




NOTE
8 — ACCOUNTS AND LOANS PAYABLE




As of
December 31, 2007, the accounts payable and accrued expenses of the Company were
as follows:


Accrued
      payable
              
              $
              838,061Accrued
      expenses
              
              
              60,013Total accounts
      payable
              
              $
              898,074As of December
      31, 2007, loans payable were as follows:Note payable-
      Patten
              
              $
              30,000Liability to issue
      shares to note-holder for interest
              
              
              67,200Other loans
      payable
              
              
              3,100Total Loans payable
      and interest
              
              $
              100,300
  NOTE
9 — LEASES




The
Company holds operating leases for all of its office space and retail store
locations.  As of December 31, 2007 the Company leased two offices
spaces and five retail store locations in three countries.




F-17




The
Company entered into the leasing agreement for its first store and accompanying
office space in Paris, on Boulevard St. Germain, on July 4, 2003. The lease has
a term of five years with a fixed annual rent of $128,218 (€74,862),
automatically renewable thereafter and adjusted for local price
indices.




The
Company opened a second store in Paris, on the fashionable Rue Marbeuf, on June
5, 2006. The lease has a term of twelve years starting June 15, 2006 with a
fixed annual rent of $110,374 (€70,000) automatically renewable thereafter and
adjusted for local price indices.




In
Switzerland, the Company holds an operating lease for its Geneva store which
opened on September 1, 2004, with a term of 5 years, renewable thereafter for
periods of 5 years. The minimum rent is $45,300 (CHF 56,000), subject to annual
escalation based on Swiss consumer price index. The rent is also increased by 8%
of revenues.




A second
store was opened in Zurich in October of 2006. The minimum annual rent is
$41,200 (CHF 51,216) automatically renewable thereafter and adjusted for
local price indices.




A fifth
retail store was opened in London on Sloane Street on December 12, 2007. The
minimum operating lease is  $126,829 (£ 63,500). The lease is valid
initially until December 24, 2010 and renewable thereafter.





Since
inception of the Company, it has subleased its office headquarters in Geneva.
This lease is cancellable by both parties with 3 months notice.





Future
minimum rental payments under non-cancellable operating leases are as
follows:





Year
            Minimum
      lease
      payment2008
            $
      426,9502009
            340,5132010
            305,5822011
            144,1452012
            88,9202013-2018
            459,422Total
            $1,765,531





The lease
payments were $425,842 for the year ended December 31, 2007 and $269,538 for the
year ended December 31, 2006.




NOTE
10 — COMPENSATION PLANS




In
Switzerland, the company has a defined contribution plan where contributions are
made on an equal basis by the employee and the employer.  The total
contribution varies between 7% and 18%, based on the age of the employee. The
charge for the compensation plan for the year ended December 31, 2007
was $9,965, $8,063 for the comparative period in 2006.  In
Switzerland, the Company provides accident insurance but not health or any
post retirement benefits. In line with Swiss business practice, the Company
offers its employees up to one month of paid sick leave.




F-18




In
France, compensation plans are not mandatory, but the Company is required to
accrue 1% to 2% of personnel costs to be used in social functions.




Vacation
time is accrued during the period and must be taken during the period or within
a maximum time frame in the following period. There is no cumulative sick day or
vacation day




NOTE 11– SEGMENT
INFORMATION





The
Company’s business units have been separated into three reportable segments, in
accordance with SFAS No. 131 “Disclosure about Segments of anEnterpriseand Related
Information”. The Company operates in 3 different countries with
separate retail locations, sales, accounting and administrative
teams.




2007
            
            
            2006Net
      Sales:France
            
            $
            936,893
            
            
            $
            564,339Switzerland
            
            
            603,916
            
            
            
            402,967England
            
            
            25,382
            
            
            
            --Total
            
            $
            1,566,191
            
            
            $
            967,306Long-lived
      Assets, net
            
            $
            947,125
            
            
            $
            776,323





For the
period January through December, 2007, net sales including intercompany sales in
France were $1,041,072, sales in Switzerland were $604,089
and sales in England were $25,382.  For the corresponding period
ended December 31, 2006, the sales were $623,851 in France and $402,967 in
Switzerland.  The London store opened in
2007.   Long-lived assets increased by $170,802 due to the
opening of the London shop.




NOTE
12 – RELATED PARTY TRANSACTIONS





Employment
agreement with CEO





We
entered a contract with our CEO in January 2003 for an annual salary of CHF
180,000 ($ 129,500). Subsequently the contract was amended as of January 1,
2004, and the new salary adjusted to CHF 240,000 ($ 187,000), for the following
years.





Loan
from principal shareholder





The
principal shareholder has advanced funds to the Company to the amount of
$5,665,004 at December 31, 2007.   The amounts have been used for
working capital and for the purpose of opening up new store locations. These
amounts are payable on demand and bear no interest. As part of the
recapitalization agreement, the principal shareholder exchanged $543,770 in
notes receivable from Ovale for 1,166,900 shares of Orion.




F-19




NOTE
13 – GOING CONCERN BASIS AND FUTURE PLANS





The
accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.





The
Company has limited operations, no substantial continuing source of revenues,
and working capital and stockholders' deficits. Present operations require
substantial capital and until revenues are sufficient to fund ongoing
operations, the Company is highly dependent on owner financing. The Company has
merged with a public company and avails itself the opportunity to find suitable
investors to implement and expand its plans internationally. Its primary sources
of liquidity have been loans from the owner and related parties. These
conditions raise substantial doubt about its ability to continue as a going
concern.





NOTE
14.   SUBSEQUENT EVENT





The
Second Closing pursuant to the Share Exchange agreement was concluded on April
3, 2008.   At the Second Closing, Ovale Group, Inc. (OVGL)
delivered the remaining 5,875,000 shares of its common stock, $.01 par value per
share, to the individual Ovale shareholders in exchange for all of the Ovale
shares and Mr. Cottier delivered the 2,669,541 shares he had held in escrow
since November, 2004 to Vladimir Fabert (1,949,541 shares) and to Alexandra
Fabert (720,000 shares).





Ovale
S.A. has became a wholly owed subsidiary of the OVLG, and the shareholders of
Ovale collectively own approximately 75% of the total number of shares of OVLG's
common stock issued and outstanding as of the delivery of those shares effective
April 4, 2008.  Following the closing of the Share Exchange: (i)
Messrs. Vladimir Fabert and Gilles Neveu became OVLG's principal executive
officers and members of the OVLG's three person Board of Directors; (ii)
Vladimir Fabert became OVLG’s CEO and CFO, and (iii) Gilles Neveu became OVLG’s
Vice President and Chief Designer.  (iii) Irwin Pearl remained a
member of the OVLG's Board of Directors.




F-20