UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~ Washington, D.C. 20549

~~FORM~~ Form 10-K

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE PROGRAM

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2010

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ______ to____________

~~For~~Commission ~~the fiscal~~File ~~year~~Number: ~~ended December 31, 2009~~000-52764

[ ] TRANSITION REPORT UNDER SETION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _____________

Commission file number 000-52764

BEAUTY BRANDS GROUP, INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

FLORIDA	59-1213720
Florida	59-1213720
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
40 Wall Street New York, New York 10005 (Address of principal executive offices)

15(212) ~~Broad Street, Apt. 2624, New York, NY 10005~~509-1700

~~Address of~~(Registrant’s ~~principal~~Telephone ~~executive~~Number, ~~offices~~Including Area Code)

~~Registrant’s~~Securities ~~telephone~~registered ~~number, including~~under ~~area~~Section ~~code~~12(b) of the Act: ~~513-871-7223~~ None

Securities registered ~~pursuant~~under to Section 12(bg) of the Act: Common Stock, $0.10 Par Value

~~Title~~Indicate ofby ~~each~~check ~~class:~~mark ~~Name~~if ofthe ~~each~~registrant ~~exchange~~is ona ~~which~~well-known ~~registered:~~seasoned ~~NONE~~issuer, ~~Not~~as ~~applicable~~defined in Rule 405 of the Securities Act. oYes xNo

~~Securities registered~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 1213 or 15(gd) of the Act~~: $0~~.10 ~~Par Value Common Stock~~oYes xNo

~~Check~~ Indicate by check mark whether the registrant is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule~~filed ~~405~~ by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~YES ¨ NO x~~oYes xNo

~~Check~~ Indicate by check mark whether the ~~issuer~~registrant ishas ~~not~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~file~~be ~~reports~~submitted and posted pursuant to ~~Section~~Rule 13405 ~~or 15~~of Regulation S-T (d)§232.405 of this chapter) during the ~~Exchange~~preceding ~~Act.~~12 ~~YES ¨ NO x~~months (or for such shorter period that the registrant was required to submit and post such files). oYes xNo

~~Check~~ ~~whether~~Indicate ~~the~~by ~~issuer:~~check ~~(1) has~~mark ~~filed~~if ~~all~~disclosure ~~reports~~of ~~required~~delinquent filers pursuant to beItem ~~filed~~405 ~~by Section 13~~of orRegulation ~~15(d)~~S-K ofis ~~the~~not ~~Securities~~contained ~~Exchange~~herein, ~~Act~~and ofwill ~~1934~~not ~~during~~be contained, to the ~~past 12~~best ~~months~~of ~~(or~~registrant’s ~~for~~knowledge, ~~such~~in ~~shorter~~definitive ~~period~~proxy ~~that~~or ~~the~~information ~~Registrant~~statements ~~was~~incorporated ~~required~~by toreference ~~file such~~in ~~reports),~~Part ~~and~~III ~~(2) has~~of ~~been~~this ~~subject~~Form to10-K ~~such~~or ~~filing~~any ~~requirements~~amendment ~~for~~to ~~the past~~this 90Form ~~days~~10-K. ~~YES x NO ¨~~ o

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, ~~on its~~an ~~corporate~~accelerated ~~Web site~~filer, ifa ~~any,~~non-accelerated ~~every~~filer ~~Interactive~~or ~~Data~~a ~~File~~smaller ~~required~~reporting tocompany. ~~be submitted~~See ~~and~~the ~~posted~~definitions ~~pursuant to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated (§filer,” ~~232.405~~“accelerated offiler” ~~this chapter)~~and ~~during~~“smaller ~~the~~reporting ~~preceding~~company” 12in ~~months~~Rule ~~(or~~12b-2 ~~for~~of ~~such shorter period that~~ the ~~registrant~~ ~~was~~Exchange ~~required to submit and post such files)~~Act. (Check ~~YES ¨ NO ¨~~one):

~~Indicate by~~Large ~~check~~accelerated ~~mark~~filer ifo ~~disclosure~~Accelerated offiler ~~delinquent~~o ~~filers~~Non-accelerated ~~pursuant~~filer too ~~Item 405 of Regulation S-K~~ (§Do ~~229.405 of this chapter) is~~ not ~~contained~~check ~~herein,~~if ~~and~~a ~~will~~smaller ~~not be~~reporting ~~contained,~~company) toSmaller ~~the~~reporting ~~best~~company ~~of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨~~x

Indicate by check mark whether the ~~Registrant~~registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company~~, See~~ ~~definitions~~(as ofdefined ~~“large accelerated filer” “accelerated filer” and “smaller reporting company”~~ in Rule 12b-2 of the Exchange Act). xYes oNo

~~Large~~The ~~Accelerated~~aggregate ~~Filer~~market ¨value ~~Accelerated~~of ~~Filer~~the ¨voting ~~Non~~and non-~~Accelerated~~voting ~~Filer~~common ¨equity ~~Smaller~~held ~~Reporting~~by non-affiliates of the registrant as of June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, was $0.00 based upon the last reported sales of the registrants common stock on the Over-the-Counter Bulletin Board. Shares of common stock held by each executive officer and director and by each person who is known to own 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates of the Company. xThis determination of affiliate status is not necessarily a conclusive determination for other purposes.

~~Indicate by~~As ~~check~~of ~~mark~~February if22, ~~the~~2013, ~~registrant~~there iswere a15,276,411 ~~Shell~~shares ~~company~~of ~~(as~~$0.10 ~~defined~~par byvalue ~~Rule~~common ~~12b-2~~stock ~~of the Exchange Act)~~outstanding. ~~YES x NO ¨~~

~~The~~No ~~issuer’s~~documents ~~revenues~~are ~~for~~incorporated ~~its~~into ~~most recent~~the ~~fiscal~~text ~~year~~by ~~were: None $--0--~~reference.

~~The aggregate~~TABLE ~~market~~OF value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $-0.00- based upon the last reported sales of the registrant’s common stock on the Over-the-Counter Bulletin Board. Shares of common stock held by each officer and director and by each person who owns five percent or more of the outstanding common stock have been excluded from this calculation as such persons may be considered to be affiliated with the issuer.CONTENTS

As of March 31, 2010, the registrant had 15,276,411 shares of Common Stock, $0.10 par value per share, issued and outstanding.

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Mine Safety Disclosure	4

PART II
Item 5.	Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	Selected Financial Data	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 8.	Financial Statements and Supplementary Data	8
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8
Item 9A.	Controls and Procedures	8
Item 9B	Other Information	10

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	10
Item 11.	Executive Compensation	12
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accountant Fees and Services	15

PART IV
Item 15.	Exhibits and Financial Statement Schedules	17

~~Documents incorporated~~FORWARD byLOOKING ~~reference: None~~STATEMENTS

~~BEAUTY BRANDS~~In ~~GROUP~~this Annual Report on Form 10-K, ~~INC~~references to “dollars” and “$” are to United States dollars and, unless the context otherwise requires, references to “we,” “us” and “our” refer to Beauty Brands Group, Inc.

~~Form~~This 10Annual Report contains certain forward-K looking statements. When used in this Annual Report, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend” “may,” “project,” “plan” or “continue,” and similar expressions are intended to identify forward-looking ~~Index~~statements. They also include statements containing anticipated business developments, a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.

~~For~~The forward-looking statements in this Annual Report are based upon management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the ~~Fiscal~~ ~~Year~~information ~~Ended~~currently ~~December~~available 31to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, ~~2009~~some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future financial condition and results.

PART I		Page
Item 1.	Business	3
Item 1A Item 1B Item 2	Risk Factors Unresolved Staff Comments Properties	5 8 8
Item 3.	Legal Proceedings	8
Item 4.	[Removed and Reserved]	8
PART II
Item 5	Market For Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities	8
Item 6 Item 7	Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations	9 9
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	12
Item 8 Item 9	Financial Statements and Financial Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	F-1 13
Item 9A	Controls and Procedures	13
Item 9B	Other Information	14
PART III
Item 10	Directors, Executive Officers, Promoters, Control Persons and Corporate Governance	14
Item 11	Executive Compensation	16
Item 12	Security Ownership of certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13	Certain Relationships and Related Transactions, and Director Independence	18
Item 14 PART IV	Principal Accountant Fees and Services	18
Item 15	Exhibits, Financial Statement Schedules Signatures	19 20

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this filing might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.

PART I

~~This Annual~~Item ~~Report on Form 10-K contains forward looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995~~1. Forward-looking statements involve risks, uncertainties and assumptions as described from time to time in registration statements, annual reports, and other periodic reports and filings of the Company filed with the Securities and Exchange Commission Business. All statements, other than statements of historical facts, which address the Company’s expectations of sources of capital or which express the Company’s expectation for the future with respect to financial performance or operating strategies can be identified as forward-looking statements. As a result, there can be no assurance that the Company’s future results will not be materially different from those described herein as “believed,” “anticipated,” “estimated” or “expected,” which reflect the current view of the Company with respect to future events. We caution readers that these forward-looking statements speak only as of the date hereof. The Company hereby expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which such statement is based.

~~Item 1. BUSINESS~~Overview

~~General~~Beauty Brands Group, Inc. ("We", "Us" or the "Company") was incorporated as a Florida corporation in 1968 under the name of “Chemair Corporation of America.” In February 1983, the Company changed its name to Beauty Brands Group, Inc. The Company ceased operations and has not had any operations since 1993.

~~BEAUTY BRANDS~~The ~~GROUP,~~Company ~~INC.~~is ~~("We",~~now ~~"Us"~~considering orbusiness ~~the~~opportunities ~~"Company")~~for ismerger aor ~~Florida~~acquisition ~~corporation~~that ~~and was~~might ~~incorporated~~create invalue ~~1968~~for asits ~~“Chemair~~shareholders. We ~~Corporation~~have ofno ~~America~~day-to-day operations.” In ~~February~~ ~~1983~~addition, ~~the~~our ~~Company~~officers ~~changed~~and ~~its~~directors ~~name~~devote limited time and attention to ~~Beauty~~the ~~Brands~~affairs ~~Group, Inc~~of the Company.

The Company is now considering business opportunities for merger or acquisition that might create value for its shareholders. We have no day-to-day operations. Our officers and directors devote limited time and attention to the affairs of the Company.

Selection of a Business

Management has adopted a conservative policy of seeking opportunities that it considers to be of exceptional quality. Therefore, we may have to wait some time before consummating a suitable transaction. Management recognizes that the higher the standards it imposes upon us, the greater may be its competitive disadvantage when vying with other acquiring interests or entities.

The Company does not intend to restrict its consideration to any particular business or industry segment. Due to our lack of financial resources, the scope and number of suitable business ventures is limited. We are therefore most likely to participate in a single business venture. Accordingly, the Company may not be able to diversify and may be limited to one merger or acquisition. The lack of diversification would prevent us from offsetting losses from one business opportunity against profits from another.

-3-

The decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of the opportunity’s management and personnel, the anticipated acceptability of products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. Further, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. The Company will be partially dependent upon the management of any given business opportunity to identify such problems and to implement, or be primarily responsible for the implementation of required changes.

Since we may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth, it should be emphasized that the Company may incur risk due to the failure of the target’s management to have proven its abilities or effectiveness, or the failure to establish a market for the target’s products or services, or the failure to realize profits.

The Company does not intend to acquire or merge with any company for which audited financial statements cannot be obtained. ~~Never-the-less,~~ ~~management~~ Management anticipates that any opportunity in which we participate will present certain risks. Many of these risks cannot be adequately identified prior to selection of a specific opportunity. Our shareholders must therefore depend on the ability of management to identify and evaluate such risks. Further, in the case of some of the opportunities available to us, it may be anticipated that some of such opportunities are yet to develop as going concerns or that some of such opportunities are in the development stage in that same have not generated significant revenues from principal business activities prior to our participation.

Acquisition of Business

Implementation of a structure for any particular business acquisition may involve a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. The Company may also purchase stock or assets of an existing business. On the completion of a transaction, it is possible that present management and shareholders of the Company would not remain in control of the Company. Further, our officers and directors may, as part of the terms of any transaction, resign, to be replaced by new officers and directors without a vote of our shareholders.

We anticipate that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. However, in certain circumstances, as a negotiated element of any transaction, the Company may agree to register securities either at the time a transaction is consummated, under certain conditions, or at a specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market may have a depressive effect on such market.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to a business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so called “tax-free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our shareholders would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.

Our due diligence process will likely require that management meet personally with the personnel involved in any given transaction, visit and inspect material facilities, obtain independent analysis or verification of the information provided, check references for management and key persons, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise.

-4-

The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the Company and other parties, the management of the opportunity, and the our relative negotiating strengths. Negotiations that involve mergers or acquisitions will focus on the percentage of the Company that the target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our shareholders will in all likelihood hold a lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by our current shareholders.

Operation of Business After Acquisition

The Company’s operation following its merger with, or acquisition of a business will be dependent on the nature of the business and the interest acquired. We are unable to determine at this time whether the Company will be in control of the business or whether present management will be in control of the Company following the acquisition. We may expect that any future business will present various challenges that cannot be predicted at the present time.

~~Item 1A. RISK FACTORS~~2

~~IN ADDITION~~Corporate TOHistory ~~THE~~and OTHER INFORMATION PROVIDED IN THIS REPORT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR BUSINESS, OPERATIONS AND FINANCIAL CONDITION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS IN GENERAL, SUCH AS COMPETITIVE CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.Structure

We ~~Incurred~~were ~~Losses~~incorporated ~~for~~in the ~~Years~~ ~~Ended~~State ~~December~~of 31Florida in 1968, ~~2009~~originally ~~and~~under ~~2008~~the ~~and~~corporate ~~May~~name ~~Not~~of ~~Become~~Chemair aCorporation ~~Profitable Enterprise~~of America. In February 1983, we changed our name to Beauty Brands Group, Inc.

~~We incurred~~On anor ~~operating~~about ~~loss~~November ~~of $25~~26,~~782~~ ~~for~~2008, ~~the~~pursuant ~~year~~to ~~ended~~Exchange ~~December~~Agreement 31dated on or about November 26, ~~2009~~ 2008, by and ~~approximately $28~~among Deer Creek Capital,~~262~~ ~~for~~L.P. ("Deer Creek"), RPM Trading, LLC. ("RPM"), Formula Capital Management, LLC ("Formula Capital"), and FormCap Advisory, LLC ("Form Cap"), RPM transferred to Deer Creek 1,537,400 shares of the ~~year~~Company's ~~ended~~common ~~December~~stock, 31whereupon, ~~2008~~ Deer Creek immediately transferred all of its shares of the Company's common stock to FormCap at the request of Formula Capital, which request was made in connection with the redemption by Formula Capital of its investment in Deer Creek. ~~Our~~ ~~profitability~~RPM's istransfer ~~dependent~~of ~~upon~~its ~~management’~~shares of the Company's ~~ability~~common stock to ~~identify~~ aDeer ~~business~~Creek ~~acquisition~~was ~~and~~in ~~thereafter~~exchange ~~generate~~for ~~revenues~~the ~~and~~controlling ~~develop profitable~~ownership ~~operations~~interest held by Deer Creek in another corporation, Core Technologies (Pennsylvania), Inc. ~~There~~The ~~can~~result beof nothis ~~assurances~~exchange was that weFormCap ~~will~~became ~~achieve~~the ~~our~~majority ~~goal~~ shareholder of ~~profitable~~Beauty ~~operations~~Brands Group, Inc. and RPM and Deer Creek divested themselves of their entire ownership interest in the Company. James Altucher and Dan Kelly were the beneficial owners of FormCap Advisory, LLC.

WeOn ~~Have~~July ~~Limited~~29, ~~Resources and~~2010, NoFormCap ~~Revenues~~Advisory, ~~From~~LLC, ~~Operations~~sold 15,068,000 ~~and~~shares ~~Will~~of ~~Need~~our ~~Additional~~common ~~Financing~~stock, representing a 98.6% ownership interest in ~~Order~~our Company, to ~~Execute~~ ~~any~~Baytree ~~Business~~Capital ~~Plan~~Associates, LLC, for $230,000. In connection with the sale, Messrs. Altucher and Kelly resigned as directors and officers of the Company. Mr. Paul Goodman was appointed as the Company’s director, chief executive officer, president and chief financial officer. The sale resulted in a change of control.

WeEffective ~~have limited~~as ~~resources,~~of noMarch ~~revenues~~2, ~~from~~2012, ~~operations~~our toBoard ~~date~~appointed ~~and~~Mr. ~~our~~Gianluca ~~cash~~Cicogna onMozzoni ~~hand~~as ~~may not~~our bedirector ~~sufficient~~ to ~~satisfy~~fill ~~our~~a ~~cash~~vacancy ~~requirements~~on ~~during~~ the ~~next twelve months~~Board. In addition, wethe ~~will~~Board ~~not~~appointed ~~achieve~~Mr. ~~any~~Cicogna ~~revenues~~Mozzoni ~~(other~~as ~~than~~our ~~insignificant investment~~President ~~income)~~and ~~until,~~Chief atExecutive ~~the earliest~~Officer, ~~the~~Secretary ~~consummation of a merger~~ and ~~we cannot~~Chief ~~ascertain~~Financial ~~our~~Officer ~~capital~~as ~~requirements~~of ~~until~~March ~~such~~2, ~~time~~2012. On ~~Further~~March ~~limiting~~5, ~~our abilities to achieve revenues~~2012, inMr. ~~order~~Goodman toresigned ~~avoid status~~ as ana ~~“Investment Company”~~director ~~under~~of the ~~Investment~~ Company ~~Act, we can only invest our funds prior to a merger in limited investments which do not invoke Investment Company status~~. ~~There can be no assurance that determinations ultimately made by us will permit us to achieve our business objectives.~~

-On February 5-, 2013, our Board appointed Mr. James Fuller as our director. On February 5, 2013, Mr. Cicogna Mozzoni resigned as our director, President, Chief Executive Officer, Secretary and Chief Financial Officer. To replace Mr. Cicogna Mozzoni, our Board appointed Mr. Fuller as our President, Chief Executive Officer, Secretary and Chief Financial Officer.

We Will Most Likely Be Abele To Effect, At Most, One Merger, and Thus, May Not Have A Diversified Business.

Our resources are limited and we will most likely have the ability to effect only a single merger. This probable lack of diversification will subject us to numerous economic, competitive and regulatory developments, any or all of which may have a material adverse impact upon the particular industry in which we may operate subsequent to the consummation of a merger. We will become dependent upon the development or market acceptance of a single or limited number of products, processes or services.

Government Regulation

The Company cannot anticipate the government regulations, if any, to which we may be subject until it has acquired an interest in a business. The use of assets to conduct a business that the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. Our selection of a business in which to acquire an interest will include an effort to ascertain, to the extent of the limited resources of the Company, the effects of any government regulation on the prospective business of the Company. However, in certain circumstances, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation.

Competition

We may be involved in intense competition with other business entities, many of which will likely have a competitive edge over us by virtue of their stronger financial resources and prior experience in business. The Company can provide no assurance that it will be successful in obtaining a suitable business opportunity.

~~Marketability~~3

Marketing and Sales

As we currently are not involved in selling products or services, there can be no assurance that we will be successful in marketing any such products or services or whether a market will develop.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

We currently have no patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts.

Research and Development

We spent no amounts on research and development activities during each of the last two fiscal years.

Employees

Currently, the Company has no operating business. The Company currently has no employees. Management uses attorneys and accountants as necessary and does not plan to engage any full-time employees in the near future unless we become an operating business.

~~Currently~~ Although, ~~the~~ ~~Company has no operating business. It~~ is the intention of the current management to locate a new business opportunity, either by acquisition of assets, stock or as a result of a merger, there is no assurance that the Company will be successfully in locating such business opportunity.

WeItem ~~Will~~1A. Risk ~~Continue to Incur Increased Costs as a Result of Being a Reporting Company~~Factors.

WeSmaller ~~have incurred,~~reporting ~~and~~companies ~~expect~~are tonot ~~continue~~required to ~~incur,~~provide ~~increased general and administrative expenses as a reporting company. We also believe that compliance with~~ the ~~myriad rules~~information ~~and~~required ~~regulations~~by ~~applicable~~this ~~to reporting companies and related compliance issues will divert time and attention of management away from operating and growing our business~~item.

~~-6-~~Item 1B. Unresolved Staff Comments.

~~Being~~Because ~~a public~~we ~~company~~are ~~also~~not ~~increases~~an ~~the~~accelerated ~~risk of exposure to class action stockholder lawsuits and SEC enforcement actions~~filer, ~~and~~a ~~increases~~large ~~the~~accelerated ~~expense~~filer ~~to obtain appropriate director and officer liability insurance on acceptable~~ or ~~even reduced~~a ~~policy~~well-known ~~limits~~seasoned ~~and coverage. As a result~~issuer, wethis ~~may~~Item ~~find~~1B itis ~~more~~not ~~difficult to attract and retain qualified persons to serve on our board of directors or as executive officers~~applicable.

~~Control~~Item ~~by an Existing Shareholder~~2. Properties.

~~FormCap Advisory,~~We ~~LLC~~do ~~beneficially~~not ~~owns~~currently ~~over~~lease 98% of the outstanding shares of our Common Stock. As a result, this shareholder is able to exercise control over matters requiring shareholder approval, including the election of directors, and the approval of mergers, consolidations and sales of all or ~~substantially~~own ~~all~~any ~~of our~~real ~~assets~~property. ~~Mr. Altucher, the company’s Chairman and President and Mr. Kelly, a Director and the Company’s Chief Financial Officer, are the owners and managing members of FormCap Advisory, LLC.~~

~~Our Common~~Item ~~Stock~~3. Legal ~~Is A “Penny Stock” Which May Restrict The Ability Of Stock Holders To Sell Our Common Stock In The Secondary Market~~Proceedings.

~~The~~As ~~SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price, as defined,~~ of ~~less~~February ~~than $5.00 per share~~22, ~~or an exercise price of less than $5.00 per share~~2013, ~~subject~~we toare ~~certain exceptions, including an exception of an equity security that is quoted on a national securities exchange. Our Common Stock is~~ not ~~now quoted on~~ a ~~national~~party ~~exchange but is traded on Nasdaq’s OTC Bulletin Board (“OTCBB”). Thus, they are subject~~ to ~~rules that impose additional sales practice requirements on broker-dealers who sell these securities. For example~~, ~~the~~or ~~broker-dealer~~threatened must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transactions prior to the purchase. Additionally, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by ~~the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered underwriter~~, ~~and~~any ~~current~~legal ~~quotations for the securities~~proceedings, ~~and, if~~ the ~~broker-dealer~~adverse isoutcome ~~the~~of ~~sole market maker~~which, ~~the broker-dealer~~in ~~must disclose this fact and the broker-dealer~~management’s ~~presumed control over the market. Finally~~opinion, ~~among~~individually ~~other~~or ~~requirements, monthly statements must be sent disclosing recent price information for the penny stock held~~ in the ~~account and information on the limited market in penny stocks. The “penny stock” rules~~aggregate, ~~may~~ ~~restrict~~would ~~the~~have ~~ability~~a ofmaterial ~~our~~adverse ~~stockholders~~effect toon ~~sell~~ our ~~Common~~results ~~Stock~~of ~~and warrants~~operations inor ~~the~~financial ~~secondary market~~position.

~~Our~~Item ~~Common~~4. Mine ~~Stock~~Safety ~~Has Been Thinly Traded, Liquidity Is Highly Limited, And We May Be Unable to Obtain Listing Of Our Common Stock On A More Liquid Market~~Disclosure.

~~Our Common~~Not Stock is quoted on the OTCBB, which provides significantly less liquidity than a securities exchange (such as the NYSE Amex or New York Stock Exchange) or an automated quotation system (such as the Nasdaq Global Market or Capital Market)Applicable. ~~There is uncertainty that we will ever be accepted for a listing on an automated quotation system or national securities exchange.~~

Often there is currently a limited volume of trading in our Common Stock, and on many days there has been no trading activity at all. The purchasers of shares of our Common Stock may find it difficult to resell their shares at prices quoted in the market or at all.4

We May Issue Additional Shares of Common Stock or Other Securities Which Could Dilute the Value of Our Stockholders’ Securities.

Certain events over which stockholders have no control could result in the issuance of additional shares of our Common Stock, which could dilute the value of an individual stockholder’s ownership in the Company. We may issue additional shares of Common Stock or other securities:

To raise additional capital; Upon the exercise or conversion of outstanding options and stock purchase warrants; In connection with loans or other capital raising transactions; or In connection with acquisitions of other businesses or assets.

-7-

We Are Not Required to Meet or Maintain Any Listing Standards for Our Common Stock to Be Quoted on the OTC Bulletin Board, Which Could Affect Our Stockholders’ Ability to Access Trading Information about Our Common Stock.

The OTC Bulletin Board is separate and distinct from the NASDAQ Stock Market. Although the OTC Bulletin Board is a regulated quotation service operated by the National Association of Securities Dealers, Inc. (“NASD”) that displays real-time quotes, last sale prices, and volume information in over-the-counter equity securities like our Common Stock, we are not required to meet or maintain any qualitative or quantitative listing standards for our Common Stock to be quoted on the OTC Bulletin Board. Our Common Stock does not presently meet the minimum listing standards for listing on the NASDAQ Stock Market or any national securities exchange which could affect our stockholders’ ability to access trading information about our Common Stock.

The OTC Bulletin Board is generally considered to be a less efficient market than the established exchanges or the NASDAQ markets. While we anticipate seeking to be listed on the NASDAQ Stock Market or a national exchange at some time in the future, it is impossible at this time to predict when, if ever, such application will be made or whether such application will be successful.

We Do Not Intend to Pay Dividends.

We currently intend to retain any future earnings to fund growth and, therefore, do not expect to pay any dividends to our stockholders in the foreseeable future.

Item 1B. UNRESOLVED STAFF COMMENTS

None

Item 2. PROPERTIES

We maintain our offices at 15 Broad Street, Apt. 2624, New York, New York 10005. The telephone number is (513) 871-7223. The Company occupies space with our President. We are not a signatory on the lease and would be considered a month-to-month tenant, but do not pay rent on this space. The space is currently sufficient for our needs because we have no business operations.

Item 3. LEGAL PROCEEDINGS

We are not a party to any pending or active legal proceeding.

Item 4. [REMOVED AND RESERVED]

PART II

Item 5. Market ~~MARKET~~for ~~FOR~~the ~~COMMON~~Registrant’s ~~EQUITY~~Common Stock, ~~RELATED~~Related ~~STOCKHOLER~~Stockholder ~~MATTERS~~Matters ~~AND~~and ~~SMALL~~Issuer ~~BUSINESS~~Purchases ~~ISSUER~~of ~~PURCHASE~~Equity ~~OF EQUITY SECURITIES~~Securities

Market Information

~~Since~~On May 13, 2008, our Common Stock ~~has~~started ~~been~~trading ~~traded~~ on the OTC Bulletin Board under the symbol “BBGR”. ~~Prior~~ October ~~to that date~~6, 2010 our ~~Common~~stock ~~Stock~~was ~~had~~deleted ~~been~~from ~~quoted on~~ the ~~“pink~~OTC ~~sheets”~~Bulletin ~~published~~Board byand moved to the Pink Sheets, ~~LLC~~due ~~under~~to ~~the~~our ~~symbol “BBGR.PK.”~~failure to comply with Rule 15c2-11. The market for our common stock is limited and could be volatile. The following table sets forth the range of high and low bid quotations or high and low closing prices, as applicable, for our Common Stock for each of the periods indicated as reported by the Pink Sheets or the OTC Bulletin Board. The prices for the Pink Sheets and the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, mark-down or commissions. The OTC Bulletin Board and Pink Sheet prices listed below may not represent actual transaction prices.

-8-

	High		Low
Year Ended December 31, 2012:
1st Quarter	$	0.05	$	0.05
2nd Quarter	$	0.05	$	0.05
3rd Quarter	$	0.05	$	0.05
4th Quarter	$	0.05	$	0.05

Year Ending December 31, 2011:
1st Quarter	$	0.06	$	0.05
2nd Quarter	$	0.06	$	0.06
3rd Quarter	$	0.06	$	0.06
4th Quarter	$	0.06	$	0.06

~~STOCK PRICE~~On ~~AND~~February ~~DIVIDEND~~22, ~~INFORMATION~~2013, there were 15,276, 411 shares of our common stock outstanding. As of February 22, 2013, our shares of common stock were held by approximately 244 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Stock Price
2008	High	Low	Dividends Paid Per Common Share
First Quarter	0.0	0.0	None
Second Quarter	0.0	0.0	None
Third Quarter	0.0	0.0	None
Fourth Quarter	0.050	0.050	None

Dividend Policy

Stock Price
2009	High	Low	Dividends Paid Per Common Share
First Quarter	0.0	0.0	None
Second Quarter	0.0	0.0	None
Third Quarter	0.0	0.0	None
Fourth Quarter	0.00	0.00	None

The Company has not paid a dividend on its shares of common stock and does not plan to do so in the foreseeable future. The amount and timing of any dividend and the determination of when to declare any dividend is subject to the discretion of the Company's Board of Directors depending on the Company's future results of operations, financial condition, capital requirements, and other factors deemed relevant by the Board.

~~The number~~Item of6. ~~shareholders~~Selected ofFinancial ~~record for the Company’s common stock as of March 31, 2010 is approximately 247.~~Data

~~Item~~Not 6applicable. ~~SELECTED FINANCIAL DATA~~

~~As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information~~5

Item 7. ~~MANAGEMENT~~Management’Ss ~~DISCUSSION~~Discussion ~~AND~~and ~~ANAYSIS~~Analysis OFof ~~FINANCIAL~~Financial ~~CONDITION~~Condition ~~AND~~and ~~RESULTS~~Results OFof ~~OPERATION~~Operations

~~This management’s~~The ~~Plan~~following ofdiscussion ~~Operation~~ and ~~Results~~analysis of ~~Operations~~our ~~and~~financial ~~other~~condition ~~parts~~and results of ~~this report~~operations ~~contain~~should ~~forward-looking~~be ~~statements~~read ~~that~~in ~~involve~~conjunction ~~risks~~with ~~and~~our ~~uncertainties. Forward-looking~~audited financial statements ~~can~~and ~~also~~related benotes ~~identified~~appearing byelsewhere ~~words~~in ~~such~~this ~~as “anticipates,”~~Annual ~~“expects,”~~Report. In ~~“believes,”~~addition ~~“plans,”~~to ~~“predicts~~historical financial information,” ~~and~~the ~~similar~~following ~~terms. Forward~~discussion contains forward-looking statements ~~are~~that ~~not~~reflect ~~guarantees~~our ofplans, ~~future~~estimates ~~performance~~ and ~~our~~ beliefs. Our actual results ~~may~~could differ ~~significantly~~materially from ~~the~~those ~~results~~ discussed in the forward-looking statements. Factors that ~~might~~could cause ~~such~~or ~~differences~~contribute ~~include, but~~to ~~are~~these ~~not~~differences ~~limited~~include ~~to,~~ those discussed ~~in the subsections entitled “Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition”~~ below and ~~the~~ ~~subsection~~elsewhere ~~entitled “Risk Factors” above. The following discussion should be read~~ in ~~conjunction with~~this ~~our~~Annual ~~financial~~Report, ~~statements~~particularly ~~and notes thereto included~~ in ~~this~~“Item ~~report~~1A. ~~All information~~Risk ~~presented herein is based on our fiscal year ended December 31, 2009~~Factors.”

~~-9-~~Overview

~~General:~~The Company ceased operations since 1993 ~~Plan~~and has not had any operations. The Company is now considering business opportunities for merger or acquisition that might create value for its shareholders. We have no day-to-day operations. In addition, our officers and directors devote limited time and attention to the affairs of ~~Operation~~ the Company.

~~The Company’s~~Plan ~~plan~~ of operation for the coming year is to identify and acquire a favorable business opportunity. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits.Operations

The Company’s ~~has~~plan ~~not~~of ~~yet~~operation ~~entered~~for ~~into~~this ~~any~~fiscal ~~agreement,~~year is ~~nor~~to ~~does~~identify itand ~~have~~acquire ~~any~~a ~~commitment or~~favorable ~~understanding~~business toopportunity. ~~enter~~The ~~into~~Company ordoes ~~become~~not ~~engaged~~plan into limit its options to any ~~transaction~~particular industry, asbut ofwill ~~the date~~evaluate ofeach ~~this~~opportunity ~~filing~~on its merits.

~~Capital~~The ~~Resources~~Company ~~and Liquidity~~has not yet entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in any transaction, as of the date of the filing of this Report.

~~The Company~~We ~~had~~reported no current assets as of December 31, ~~2009~~2010. Total current liabilities reported of $6,953 consisting of accounts payable. Stockholders’ deficit in ~~the~~increased ~~Company~~from ~~was~~a deficit of $0 at December 31, 2009 to a deficit of $6,953 at December 31, 2010.

~~The Company~~In ~~had~~the ~~negative~~Company’s ~~cash~~auditors ~~flows~~report ~~from~~dated ~~operations~~February ~~of $25~~27,~~782~~ ~~and $33~~2013,~~134~~ ~~for~~ the ~~years~~ ~~ended~~Company’s ~~December~~auditors ~~31,~~indicated ~~2009~~there ~~and~~was ~~2008,~~substantial ~~respectively. Shareholders~~doubt of about the Company’s ~~paid~~ability ~~expenses~~to ~~totaling~~continue ~~$58~~as a going concern without additional fund-raising. Accordingly,~~916~~ ~~for~~unless ~~the~~we ~~period~~raise ~~from~~additional ~~January~~working 1capital, ~~2008~~ obtain project financing and/or revenues grow to ~~December~~support ~~31,~~our ~~2009~~business plan, ~~including~~we ~~accounting,~~may ~~administration,~~be ~~consulting~~unable ~~and professional~~to ~~fees~~remain in business.

The Company had cash flows from financing activities of $25,782 and $33,134 for the years ended December 31, 2009 and 2008, respectively.

The Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12) months and it may have to seek debt or equity financing to fund minimum operations. The Company has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given that funding, if needed, would be available or available to the Company on acceptable terms. The Company’s shareholders would be the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and the Company has no agreement formal or otherwise. The Company’s inability to obtain funding would have a material adverse affect on its plan of operation.

The Company has no current plans for the purchase or sale of any plant or equipment.

The Company has no employees and has no current plans to make any changes in the number of employees.

The Company has no defined benefit plan or contractual commitment with any of its officers or directors.

Results of Operations

~~During the~~The ~~year~~following ~~ended~~discussion ~~December~~of 31the financial condition, ~~2009~~results of operations, cash flows and ~~for~~changes ~~the~~in ~~year~~our tofinancial ~~date,~~position ~~the~~should ~~Company’s operations~~be ~~were~~read ~~limited~~in toconjunction ~~seeking~~with toour ~~identify~~audited financial ~~prospective~~statements ~~business opportunities~~and notes thereto for the fiscal year ended December 31, 2010 annexed hereto.

WeComparison doof ~~not expect~~Fiscal toYears ~~generate~~Ended ~~revenues~~December ~~within the next twelve months of operation or ever~~31, ~~since~~ we2010 ~~have~~and ~~yet~~December ~~to acquire a favorable business opportunity~~31, ~~which opportunity if acquired, may or may not produce revenue.~~2009

~~For~~Total ~~the current~~expenses ~~fiscal~~for ~~year,~~ the ~~Company~~year ~~anticipates~~ended ~~incurring~~December a31, ~~loss~~2010 asincreased ato ~~result~~$33,221 ~~of administration~~from ~~expenses~~$25,782 ~~accounting~~for ~~costs,~~the ~~and~~year ~~expenses~~ended ~~associated~~December ~~with maintaining~~31, ~~its~~2009, ~~disclosure~~due ~~obligations~~largely ~~under~~to ~~the~~an ~~Exchange~~increase ~~Act~~in ofselling, ~~1934~~general, ~~as amended~~and ~~(“Exchange~~administrative expenses ~~Act”).~~from ~~Since~~primarily weattributed doto ~~not~~an ~~anticipate~~increase ~~generating~~in ~~any~~professional ~~revenues~~costs ~~in the~~and ~~near~~fees ~~term~~associated wewith ~~will~~our ~~continue~~business tofocus ~~operate~~and atour afundraising ~~loss~~efforts.

~~Net~~We ~~Loss~~had an accumulated deficit during this period of $3,381,968. Our business plan is principally directed at potential acquisition targets and revenue-generating opportunities.

For the years ended December 31, 2009 and 2008, the Company recorded an operating loss of $25,782 and $28,262, respectively. The Company’s operating loss is attributable to general and administrative expenses. The general and administrative expenses include accounting costs and costs associated with the preparation of disclosure documentation in connection with registration pursuant to the Exchange Act of 1934 as well as costs associated with the Company’s search for a suitable business opportunity. We did not generate any revenues during this period.6

~~-10-~~Liquidity and Capital Resources

WeAs ~~expect to~~of ~~continue~~December to31, ~~operate~~2010, atwe ahad ~~loss~~no ~~through~~cash ~~fiscal~~or other current assets. As of December 31, 2009, we also had no cash or other current assets. For the year ended December 31, 2010, we had no cash provided by operating, investing or financing activities. We had negative cash flows from operations of $33,221 and ~~due~~$25,782 tofor the ~~nature~~years ended December 31, 2010 and 2009, respectively. Shareholders of the Company’s ~~search~~paid ~~for~~expenses atotaling ~~suitable~~$26,268 ~~business~~during ~~opportunity~~the ~~cannot~~year ~~determine whether~~ended weDecember ~~will~~31, ~~ever~~2010, ~~generate~~including ~~revenues~~accounting, ~~from~~administration, ~~operations~~consulting and professional fees.

~~Capital Expenditures~~The Company had cash flows from financing activities of $26,268 and $25,782 for the years ended December 31, 2010 and 2009, respectively.

~~The Company~~We ~~expended~~currently have no ~~amounts~~revenue onfrom ~~capital~~operations ~~expenditures~~and ~~for~~have not generated any revenue from operations. Since inception and prior to the ~~years~~year ended December 31, 2010 our Company was funded by a shareholder advance. During the year ended December 31, 2009, ~~and~~we ~~2008~~funded our operations from a shareholder advance.

~~Off-Balance~~The ~~Sheet Arrangements~~Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12) months and it may have to seek debt or equity financing to fund minimum operations. The Company has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given that funding, if needed, would be available or available to the Company on acceptable terms. The Company’s shareholders would be the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and the Company has no agreement formal or otherwise. The Company’s inability to obtain funding would have a material adverse affect on its plan of operation.

~~As of December 31~~Consequently, ~~2009,~~ we ~~have~~may ~~no off-balance~~not ~~sheet~~be ~~arrangements~~able ~~such~~to asproceed ~~guarantees,~~with ~~retained~~our orintended ~~contingent interest~~business inplans ~~assets transferred, obligation under a derivative instrument~~ and ~~obligation~~ ~~arising~~our ~~out~~business ofwill orthen alikely ~~variable interest in an unconsolidated entity~~fail.

~~Commitments~~Outstanding Long-Term Indebtedness

~~We do not have any commitments which are required to be disclosed in tabular form as of December 31, 2009.~~None

~~Forward~~Off-balance ~~Looking~~Sheet ~~Statements and Factors That May Affect Future Results and Financial Condition~~Arrangements

~~The statements~~We ~~contained~~do innot ~~the~~have ~~section~~any ~~titled Management’s Plan of Operation, with the exception of historical facts, are forward looking statements within the meaning of Section 27A of the Securities Act. A safe~~off-~~harbor~~balance ~~provision~~sheet ~~may not be applicable to the forward looking statements made in this prospectus because of certain exclusions under Section 27A (b)~~arrangements. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

—Contractual ~~our anticipated financial performance and business plan;~~Obligations

~~— the sufficiency of existing capital resources;~~None

— our ability to raise additional capital to fund cash requirements for future operations;

— uncertainties related to the Company’s future business prospects;

— the ability of the Company to generate revenues to fund future operations;

— the volatility of the stock market and;

— general economic conditions.

We wish to caution readers that the Company’s operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitled “Risk Factors” included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other that is required by law.

-11-

Critical Accounting Policies

~~Our~~Accounting ~~financial~~Judgments ~~statements~~ and ~~accompanying~~ notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.Estimates

WeCertain ~~regularly~~amounts ~~evaluate~~included ~~the~~in ~~accounting policies~~or affecting our financial statements and ~~estimates~~related disclosures must be estimated, requiring us to make certain assumptions with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts we ~~use~~report tofor ~~prepare~~assets and liabilities and our disclosure of contingent assets and liabilities at the date of our financial statements. ~~In general,~~We ~~management's~~routinely ~~estimates~~evaluate ~~are~~these ~~based~~estimates, onutilizing historical experience, ~~on information~~consulting ~~from~~with ~~third~~experts ~~party~~and ~~professionals,~~other ~~and~~methods onwe ~~various~~consider ~~other~~reasonable ~~assumptions that~~in ~~are~~the ~~believed~~particular tocircumstances. beNevertheless, ~~reasonable~~actual ~~under~~results ~~the~~may ~~facts~~differ ~~and~~significantly ~~circumstances~~from our estimates. ~~Actual~~ Any effects on our business, financial position or results ~~could~~of ~~differ~~operations resulting from ~~those~~revisions to these estimates ~~made~~are byrecorded ~~management~~in the period in which the facts that give rise to the revision become known.

~~Going Concern~~7

~~Due~~We tobelieve ~~the~~that ~~uncertainty~~certain ofaccounting ~~our~~policies ~~ability to~~are ~~meet~~of ~~our~~more ~~current~~significance ~~operating expenses and the capital expenses noted above,~~ in ~~their~~ ~~report~~our ~~on the annual~~ financial ~~statements~~statement aspreparation ofprocess ~~December~~than 31others, ~~2009,~~which ~~our independent~~policies ~~registered~~are ~~public~~discussed ~~accounting~~below. ~~firm~~See ~~included~~also anNote 2 ~~explanatory paragraph regarding concerns about our ability~~ to ~~continue~~the ~~as a going concern. Our~~ financial statements ~~contain~~for ~~additional~~a ~~note~~summary ~~disclosures~~of ~~describing the circumstances that lead to this disclosure by~~ our ~~independent~~principal ~~registered public~~ accounting ~~firm~~policies.

~~The~~Please ~~Company’s~~refer ~~ability~~ to ~~continue as a going concern is subject to~~ the ~~ability~~notes ~~of the Company~~ to ~~realize a profit and/or obtain funding from outside sources. Management’s plan to address~~ the ~~Company’s~~ ability to continue as a going concern includes: (1) obtaining funding from related party advances and private placement sources; (2) obtaining additional funding from the sale of the Company’s securities; (3) establishing revenues from prospective business opportunities; (4) obtaining loans and grants from various financial ~~institutions~~statements ~~where~~included ~~possible.~~elsewhere ~~Although~~in ~~management~~this ~~believes that~~filing itfor ~~will be able to obtain the necessary funding to allow the Company to remain~~ a ~~going~~more ~~concern~~complete ~~through~~listing ~~the~~of ~~methods~~all ~~discussed~~of ~~above,~~our ~~there~~critical ~~can~~accounting ~~be no assurances that such methods will prove successful~~policies.

Item 7A. ~~QUANTITATIVE~~ ~~AND~~Quantitative ~~QUALITATIVE~~and ~~DISCLOSURES~~Qualitative ~~ABOUT~~Disclosures ~~MARKET RISK~~About Market Risk

AsNot ~~a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information~~Applicable.

~~-12-~~Item 8. Financial Statements and Supplementary Data

~~Item 8. FINACIAL~~Financial ~~STATEMENTS AND FINANCIAL DATA~~Statements

Please see the accompanying Financial Statements attached hereto beginning on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objective, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010. Based on their evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures are not effective due to a material weakness. The material weakness is due to a lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by another professional with accounting expertise, and our failure to file this Form 10-K within its respective prescribed periods. Our principal executive and financial officer does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage additional resources to assist with financial reporting as soon as our finances will allow.

Management’s Report on Internal Control over Financial Reporting

Management, under the supervision of our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States, or GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the board of directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting. A “deficiency” in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

During our review of our financial statements and results for the year ended December 31, 2010, our management, under the supervision and with the participation of our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting. Based on the evaluation of our internal control over financial reporting, we determined that we had significant deficiencies which could adversely affect our ability to initiate, authorize, record, process or report financial data in accordance with US GAAP. While the areas we identified are sources of potential risk, we do not believe that these potential risks have affected our financial statements or that there are any errors in our previously reported financial statements that would require restatement. The significant deficiencies we found related to a lack of sufficient qualified accounting and financing personnel with an appropriate level of US GAAP knowledge and experience appropriate to its financial reporting requirements. Based on our evaluation and because of the significant deficiencies we identified, our management concluded that our internal control over financial reporting was not effective as of December 31, 2010.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to Dodd-Frank Wall Street Reform and Consumer Protection Act that permit us, as a smaller reporting company, to provide only management’s report in this Annual Report.

Remediation Plan

Subject to availability of funds and completion of successful merger or acquisition, we intend to devote significant resources to remediating, improving and documenting our disclosure controls and procedures and internal controls and procedures, including hiring a new chief financial officer with US GAAP and SEC reporting experience, additional accounting, and finance staff, and consultants to assist with these functions, and implementing additional financial and management controls, reporting systems and procedures. These measures may not ensure the adequacy of our internal controls over our financial processes and reporting in the future.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2010, that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. However, in light of the above determination that our internal controls over financial reporting for the period ended December 31, 2010, was not effective, as discussed above, subject to availability of funds and completion of successful merger or acquisition, we intend to implement changes made to our internal control over financial reporting to address the above material weaknesses.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors, Executive Officers and Significant Employees

The following table sets forth the name and age of each member of our current members of our board of directors and/or executive officers, the positions and offices held by each of them with us, and the period during which they have served in their respective position. Directors serve until the election and qualification of their successors. There was no arrangement or understanding between any executive officer or director and any other person pursuant to which any person was elected as an executive officer or director. There are no family relationships among our current officers, directors, or persons nominated for such positions. The Company has no significant employees.

Name	Age	Position	Period Served

James Fuller(1)	71	Chairman of the board of directors, Chief Executive Officer, Chief Financial Officer and President	February 2013 to present

_________________________

(1) Mr. Fuller was appointed on February 5, 2013, upon the resignation of Mr. Cicogna Mozzoni, our former director, Chief Executive Officer, Chief Financial Officer, and President on February 5, 2013.

James Fuller. Mr. Fuller was appointed as our director, President and Chief Executive Officer, Chief Financial Officer and Secretary on February 5, 2013. Since February 2010, Mr. Fuller, age 71, has served as a director, and Chairman of ‎the Audit Committee and Independent Financial Expert of Cavitation-Technologies, Inc., a ‎public company engaged in the business of designing and engineering environmentally friendly ‎technology based systems. He was formerly a Vice President of the New York Stock Exchange ‎and director of the Securities Investor Protection Corporation. In addition to his over 30 years ‎experience in the securities markets, Mr. Fuller sat on the Board of Trustees of the University of ‎California, Santa Cruz and previously served as Chairman of their Audit Committee and ‎Independent Financial Expert. Jim is a partner at Baytree Capital Associates, LLC. He received ‎his BS in Political Science from San Jose State University and his MBA from California State ‎University- Fresno.‎

We do not have an employment agreement with Mr. Fuller, nor do we anticipate compensating Mr. Fuller for serving as our officer and director. There are no arrangements or understandings between Mr. Fuller and any other persons pursuant to which Mr. Fuller was selected as director, nor are there any transactions between us and Mr. Fuller in which he has a direct or indirect material interest required to be reported pursuant to the rules and regulations of the Commission.

Our Board of Directors and Audit Committee Financial Expert

Due to our relative small size and inactive business, we do not have a separate Audit Committee, Compensation Committee and Nominations Committee and the Board has not made a determination as to whether a board member is an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC.

Instead, our entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act. In fulfilling its oversight responsibilities, the Board of Directors has reviewed and discussed the audited financial statements with management and discussed with the independent auditors the matters required to be discussed by SAS 61. Management is responsible for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles.

The Board of Director discussed with the independent auditors, the auditors’ independence from the management of the Company and received written disclosures and the letter from the independent accountants.

After Board of Director’s review and discussions, as mentioned above, the Board of Director recommended that the audited financial statements be included in this Annual Report on Form 10-K.

Director Independence

The Company does not have an “independent director” as independent is defined in the listing standards for the Nasdaq Stock Market.

Board Leadership Structure and Role in Risk Oversight

The Board does not have a policy as to whether the roles of our Chairman and Chief Executive Officer should be separate. Instead, the Board makes this determination based on what best serves the our Company’s needs at any given time. In light of the Company’s current inactive business and limited resources, Mr. Fuller holds the positions of Chairman and Chief Executive Officer of our Company. In the future, the Board may decide to separate the positions of Chairman and Chief Executive Officer in the future if the Board believes it is in the best interest of the Company and our stockholders. In its governance role, and particularly in exercising its duty of care and diligence, the Board is responsible for ensuring that appropriate risk management policies and procedures are in place to protect the company’s assets and business. Our Board has broad and ultimate oversight responsibility for our risk management processes and programs and executive management is responsible for the day-to-day evaluation and management of risks to the company.

Governance Committee and Nominations to the Board of Directors

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Code of Ethics

We have not adopted a Code of Ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission (hereinafter referred to as the “Commission”) initial statements of beneficial ownership, reports of changes in ownership and Annual Reports concerning their ownership, of Common Stock and other of our equity securities on Forms 3, 4, and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by Commission regulations to furnish us with copies of all Section 16(a) reports they file.

To the best of our knowledge, based solely on information publicly available, during the fiscal year ended December 31, 2010, Mr. Paul Goodman failed to file a Form 3 regarding his appointment as our director, chief executive officer, and chief financial officer. In addition, Mr. Kelly failed to filed a Form 4 reporting the disposition of shares to Baytree Capital Associates. In connection with Baytree Capital Associates, LLC’s acquisition of 15,068,000 shares, Mr. Michael Gardner, as the beneficial owner of Baytree Capital Associates, LLC, did not timely file the Form 3.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of our directors or executive officers were involved in any of the following: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth information regarding all forms of compensation received by all persons who served as our named executives officers during the fiscal years ended December 31, 2010 and 2009, respectively. We did not have any executive officer who received more than $100,000 for services during the fiscal years ended December 31, 2010 and 2009, respectively.

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		All Other Compensation		Total
(a)	(b)	(c)		(d)		(e)(1)		(f)(1)		(g)		(h)

James Altucher(1) Former Chairman of Board of Directors, Chief Executive Officer, and President	2010	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	2009	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-

Dan Kelly(2), Chief Financial Officer	2010	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	2009	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-

Paul Goodman(3) Former Chief Executive Officer, President and Chief Financial Officer	2010	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	2009	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-

____________

(1) Mr. Altucher resigned from all positions he held with the Company on July 28, 2010

(2) Mr. Kelly resigned from all positions he held with the Company on July 28, 2010

(3) Mr. Goodman was appointed as the chairman of Board of Directors, Chief Executive Officer, Chief Financial Officer, and Secretary on July 28, 2010. Mr. Goodman resigned from all such positions on March 5, 2012.

Employment Agreements with Executive Officers and Director

We have no employment agreements with our executive officers or directors.

Benefit Plans

We do not have any profit sharing plan or similar plans for the benefit of our officers, directors or employees. However, we may establish such plans in the future.

Outstanding Equity Awards at December 31, 2010

We had no outstanding equity awards at December 31, 2010.

Compensation of Directors

The following table sets forth compensation paid to our non-executive directors for the fiscal year ended December 31, 2010.

Name

Fees Paid in Cash

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive Plan Compensation

($)

Nonqualified Deferred Compensation Earnings

($)

All Other

Compensation

($)

Total

($)

(a)

(b)(1)

(c)(2)

(d)(2)

(e)

(f)

(g)

Paul Goodman

-0-

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of February 22, 2013, information concerning the beneficial ownership of shares of our common stock held by our directors, our named executive officers, our directors and executive officers as a group, and each person known by us to be a beneficial owner of 5% or more of our outstanding common stock.

Beneficial ownership is determined according to the rules of the SEC. Beneficial ownership means that a person has or shares voting or investment power of a security and includes any securities that person has the right to acquire within 60 days after the measurement date, such as those acquirable pursuant to options, warrants or convertible notes. Except as otherwise indicated, we believe that each of the beneficial owners of our common stock listed below, based on information each of them has given to us, has sole investment and voting power with respect to such beneficial owner’s shares, except where community property or similar laws may apply. For purposes of the column for shares underlying convertible securities, in accordance with rules of the SEC, shares of our common stock underlying securities that a person has the right to acquire within 60 days of February 22, 2013 are deemed to be beneficially owned by such person for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the ownership percentage of any other person.

	Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Total Outstanding		Percent (2)
Directors and Named Executive Officers

James Fuller		-		-
Directors and executive officers as group 1 person)		-
				-
5% Beneficial Owners
Baytree Capital Associates, LLC(3)		15,068,000		98.6%

______________

*Individual owns less than 1% of our securities.

(1)	Includes shares of our common stock issuable upon exercise of options or upon conversion of warrants or convertible notes within 60 days.
(2)	Based on 15,276,411 shares of our common stock outstanding as of February 22, 2013.
(3)	The address for this beneficial owner is 40 Wall Street, 58th Street, New York, NY 10005.
	Michael Gardner, as the sole managing member, is the sole beneficial owner of Baytree Capital Associates, LLC.

Securities Authorized for Issuance under Equity Compensation Plans

We have not adopted an equity compensation plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons:

There has been no reportable related party transactions during fiscal year ended December 31, 2010 and 2009.

Review, Approval or Ratification of Transactions with Related Persons

Our Board of Directors reviews and approves or ratifies any related person transaction that is required to be disclosed as such transactions required the approval of our Audit Committee. We did not have any related party transactions during fiscal years ended December 31, 2010 and 2009.

Item 14. Principal Accountant Fees and Services

As reported in our Current Report on Form 8-K filed with the SEC, on March 2, 2012, our Board of Directors approved the dismissal of Malone Bailey LLP (“Malone Bailey”) as our independent registered public accounting firm, and approved the engagement of Friedman LLP (“Friedman”) as our independent registered public accounting firm.

For fiscal year ended December 31, 2009, Malone Bailey issued an audit report on our balance sheet as of December 31, 2009 and 2008 and the related statements of expenses, shareholders’ deficit, and cash flows for the years then ended. The report of Malone Bailey on the foregoing financial statements did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to any uncertainty, audit scope or accounting principles, other than as to the substantial doubt of the Company's ability to continue as a going concern.

During the periods ended December 31, 2009, through the date of dismissal, (i) we did not have any disagreements with Malone Bailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Malone Bailey would have caused it to make a reference to the subject matter of the disagreements in connection with its reports, and (ii) there were no "reportable events," as described in Item 304(a)(1)(v) of Regulation S-K of the Securities Exchange Act of 1934, as amended (“Regulation S-K”).

Effective as of March 2, 2012, our Board appointed Friedman as our independent registered public accounting firm. Prior to our engagement of Friedman, neither us nor anyone acting on our behalf consulted Friedman with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us or oral advice was provided that Friedman concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Audit Fees

During the years ended December 31, 2010 and 2009, the fees for Friedman LLP were approximately $5,000 and $0, respectively. The fees were for professional services for audit of our Form 10-K.

During the years ended December 31, 2010 and 2009, the fees for Malone Bailey LLP (“Malone Bailey”) were approximately $4,020 and $10,748, respectively. The fees were for professional services for the audit of our Form 10-K financial statements and review of our quarterly Form 10-Q financial statements.

Audit-Related Fees

During the years ended December 31, 2010 and 2009, there were no audit related fees incurred by Malone Bailey or Friedman.

Tax Fees

During the years ended December 31, 2010 and 2009, there were no fees relating to professional tax services by Malone Bailey or Friedman.

All Other Fees

During the years ended December 31, 2010 and 2009, there were no other fees relating to services provided by Malone Bailey or Friedman.

The above-mentioned fees are set forth as follows in tabular form:

	2010		2009
Total Audit Fees	$	9,020	$	10,748
Total Audit Related Fees	$	-0-	$	-0-
Total Tax Fees	$	-0-	$	-0-

Total of All Other Fees		-0-		-0-

Audit Committee Pre-Approval Policies and Procedures

The policy of our board of directors, acting as the audit committee, is to pre-approve all audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. All services and fees described above for the years ended December 31, 2010 and 2009 were approved by our Board.

PART IV

Item 15. Exhibits and Financial Statement Schedules

Financial Statements

The following documents are filed as part of this Annual Report:

(a) Financial Statements:

	Page
Report of Malone Bailey	F-2
Report of Friedman LLP	F-3
Balance Sheets at December 31, 2010 and 2009	F-4
Statements of Expenses for the Years Ended December 31, 2010 and 2009	F-5
Statements of Stockholders' Deficit for the Years Ended December 31, 2010 and 2009	F-6
Statements of Cash Flows for the Years Ended December 31, 2010 and 2009	F-7
Notes to Financial Statements	F-8

Exhibits

The following exhibits are filed as a part of this Annual Report.

Exhibit No.		Description
2.1		Acquisition Agreement (1)
3.1		Articles of Incorporation(1)
3.2		Certificate of Amendment to Articles of Incorporation*
4.1		Settlement Agreement(2)
31.1		Certification of Principal Executive Officer and Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

__________________________

*	Filed herewith.
(1) (2)	Incorporated by reference from Form 10-SB filed with the SEC on August 13, 2007 Incorporated by reference from Form 10-SB/A filed with the SEC on October 15, 2007

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 our behalf by the undersigned, thereunto duly authorized.

Date: February 27, 2013	BEAUTY BRANDS GROUP, INC.

	By: /s/ James Fuller
	James Fuller
	Chief Executive Officer, President and Chief
	Financial Officer
	(Principal Executive Officer and Principal
	Accounting and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the dates indicated.

Date: February 27, 2013	/s/ James Fuller
	James Fuller,
	Chief Executive Officer, President, Chief Financial
	Officer, and Chairman of the Board

	Page
Report of Malone Bailey	F-2
Report of Friedman LLP	F-3
Balance Sheets at December 31, 2010 and 2009	F-4
Statements of Expenses for the Years Ended December 31, 2010 and 2009	F-5
Statements of Stockholders' Deficit for the Years Ended December 31, 2010 and 2009	F-6
Statements of Cash Flows for the Years Ended December 31, 2010 and 2009	F-7
Notes to Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board Directors

Beauty Brands Group, Inc.

New York, New York

We have audited the accompanying balance ~~sheets~~sheet of Beauty Brands Group, Inc. (“Beauty Brands”) as of December 31, 2009 and ~~2008 and~~ the related statements of expenses, shareholders’ deficit, and cash flows for the ~~years~~year then ended. These financial statements are the responsibility of Beauty Brands' management. Our responsibility is to express an opinion on these consolidated financial statements based on our ~~audits~~audit.

We conducted our ~~audits~~audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Beauty Brands is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audits~~audit 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 Beauty Brands 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, as well as evaluating the overall financial statement presentation. We believe that our ~~audits~~audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Beauty Brands Group, Inc. as of December 31, 2009 and ~~2008 and~~ the results of operations and cash flows for the ~~years~~ year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Beauty Brands will continue as a going concern. As discussed in Note 2 to the financial statements, Beauty Brands suffered recurring losses from operations and has no assets, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Malone Bailey LLP

www.malone-bailey.com

Houston, TX

March 31, 2010

F-12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Beauty Brands Group, Inc.

We have audited the accompanying balance sheet of Beauty Brands Group, Inc. (the “Company”) as of December 31, 2010, and the related statements of expenses, stockholders' deficit, and cash flows for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards established by the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that Beauty Brands Group, Inc. will continue as a going concern. As more fully described in Note B, the Company has incurred substantial accumulated deficits and operating losses. These issues lead to substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also discussed in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Friedman LLP

East Hanover, New Jersey

February 27, 2013

F-3

BEAUTY BRANDS GROUP, INC.

BALANCE SHEETS

	December 31,			December 31,
	2009			2008
ASSETS
Total assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Total liabilities
Accounts payable	$	-		$	-
Total current liabilities		-			-
Stockholders’ deficit:
Common stock, $.10 par value, 100,000,000 shares authorized;
15,276,411 share issued and outstanding at December 31, 2009 and 2008		1,527,641			1,527,641
Additional paid-in capital		1,821,106			1,795,324
Accumulated deficit		(3,348,747	)		(3,322,965	)
Total stockholders’ deficit		-			-
Total liabilities and stockholders’ deficit	$	-		$	-

December 31, 2010 and 2009

	December 31,			December 31,
	2010			2009


ASSETS

Total assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Total liabilities
Accounts payable	$	6,953		$	-

Total current liabilities		6,953			-


Stockholders’ deficit:
Common stock, $.10 par value, 100,000,000 shares authorized;
15,276,411 share issued and outstanding at December 31, 2010 and 2009		1,527,641			1,527,641
Additional paid-in capital		1,847,374			1,821,106
Accumulated deficit		(3,381,968	)		(3,348,747	)

Total stockholders’ deficit		(6,953)			-

Total liabilities and stockholders’ deficit	$	-		$	-

See summary of accounting policies and notes to financial statements.

F-24

BEAUTY BRANDS GROUP, INC.

STATEMENTS OF EXPENSES

	Year EndedDecember 31, 2009			Year endedDecember 31, 2008
Operating expenses:
Selling, general and administrative	$	25,782		$	28,262
Net loss	$	(25,782	)	$	(28,262	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)
Weighted Average Number Of Common Shares Outstanding – basic and diluted		15,276,411			15,276,411

For the years ended December 31, 2010 and 2009

	Year Ended December 31, 2010			Year ended December 31, 2009

Operating expenses:
Selling, general and administrative	$	33,221		$	25,782

Net loss	$	(33,221	)	$	(25,782	)


Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)


Weighted Average Number Of Common Shares Outstanding – basic and diluted		15,276,411			15,276,411

See summary of accounting policies and notes to financial statements.

F-35

BEAUTY BRANDS GROUP, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

For the years ended December 31, ~~2009~~2010 and ~~2008~~2009

					ADDITIONAL					TOTAL
	COMMON STOCK
	COMMON STOCK				PAID IN		ACCUMULATED			STOCKHOLDERS’
	SHARES		AMOUNT		ADDITIONAL PAID IN CAPITAL		ACCUMULATED DEFICIT				TOTAL STOCKHOLDERS’ DEFICIT
	SHARES		AMOUNT		CAPITAL		DEFICIT			DEFICIT
Balance, December 31, 2008		15,276,411	$	1,527,641	$	1,795,324	$	(3,322,965	)		-
Balance, December 31, 2007		15,276,411	$	1,527,641	$	1,762,190	$	(3,294,703	)	$	(4,872	)
Capital contribution		-		-		25,782		-			25,782
Capital contribution		-		-		33,134		-			33,134
Net Loss		-		-		-		(25,782	)			(25,782	)
Net Loss		-		-		-		(28,262	)		(28,262	)
Balance, December 31, 2009		15,276,411		1,527,641		1,821,106		(3,348,747	)			-
Balance, December 31, 2008		15,276,411		1,527,641		1,795,324		(3,322,965	)		-
Capital contribution		-		-		26,268		-				26,268
Capital contribution		-		-		25,782		-			25,782
Net loss		-		-		-		(33,221	)			(33,221	)
Net loss		-		-		-		(25,782	)		(25,782	)
Balance, December 31, 2010		15,276,411	$	1,527,641	$	1,847,374	$	(3,381,968	)			(6,953	)
Balance, December 31, 2009		15,276,411	$	1,527,641	$	1,821,106	$	(3,348,747	)	$	-

See summary of accounting policies and notes to financial statements.

F-46

BEAUTY BRANDS GROUP, INC.

STATEMENTS OF CASH FLOWS

	Year Ended			Year Ended
	December 31, 2009			December 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(25,782	)	$	(28,262	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating liabilities:
Accounts payable		-			(4,872	)
Net cash used in operating activities		(25,782	)		(33,134	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contribution		25,782			33,134
Net change in Cash		-			-
Cash, Beginning of Year		-			-
Cash, End of Year	$	-		$	-
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

For the years ended December 31, 2010 and 2009



	Year Ended			Year Ended
	December 31, 2010			December 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(33,221	)	$	(25,782	)

Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating liabilities:
Accounts payable		6,953
Net cash used in operating activities		(26,268	)		(25,782	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contribution		26,268			25,782

Net change in Cash		-			-

Cash, Beginning of Year		-			-

Cash, End of Year	$	-		$	-

Supplemental Disclosure of Cash Flow Information:

Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See summary of accounting policies and notes to financial statements.

F-57

BEAUTY BRANDS GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1A – ~~DESCRIPTION OF BUSINESS AND~~ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Beauty Brands~~Background ~~Group, Inc. is a holding company that was incorporated in Florida in 1968. It began operations as Chemair~~ and ~~later~~Nature ~~changed~~of ~~its name to Beauty Brands Group, Inc. The company ceased all operations in 1993 and is currently seeking candidates to acquire its stock or to complete a merger.~~Operations

~~Use~~Beauty ~~of Estimates. The~~Brands ~~preparation~~Group, ofInc. ~~financial~~(“We”, ~~statements~~“Us” ~~in conformity~~or ~~with accounting principles generally accepted in~~ the ~~United~~“Company”) ~~States~~is ~~of America~~a ~~requires~~holding ~~management~~company tothat ~~make~~was ~~estimates~~incorporated ~~and~~in ~~assumptions~~Florida ~~that~~in ~~affect~~1968. ~~the reported~~It ~~amount~~began ofoperations ~~assets~~as ~~and~~Chemair ~~liabilities~~ and ~~disclosures~~later ofchanged ~~contingent~~its ~~assets and~~name ~~liabilities~~to atBeauty ~~the~~Brands ~~date~~Group, ofInc. The ~~the~~Company ~~financial~~ceased ~~statements~~all ~~and~~operations ~~the~~in ~~reported~~1993 ~~amounts of revenues~~ and ~~expenses during the reporting period. While it~~ is ~~believed~~ ~~that~~currently ~~such~~seeking ~~estimates~~candidates ~~are~~to ~~reasonable,~~acquire ~~actual~~its ~~results~~stock ~~could~~or ~~differ significantly~~to ~~from~~complete ~~those~~a ~~estimates~~merger.

~~Cash~~Use ~~and Cash Equivalents. Beauty Brands considers all highly liquid investments purchased with an original maturity~~ of ~~three months or less to be cash equivalents.~~Estimates

~~Revenue Recognition~~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 amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Beauty~~While ~~Brands~~it ~~has~~is nobelieved ~~revenues~~that such estimates are reasonable, actual results could differ significantly from those estimates.

~~Income taxes. Beauty~~Cash ~~Brands recognizes deferred tax assets~~ and ~~liabilities~~ ~~based~~Cash on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Beauty Brands provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.Equivalents

~~Basic and diluted net loss per share.~~ The ~~basic~~Company ~~net~~considers ~~loss~~all ~~per~~highly ~~common~~liquid ~~share~~investments ispurchased ~~computed~~with ~~by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on~~ an ~~"as~~original ifmaturity ~~converted" basis, by the weighted average number~~ of ~~common~~three ~~shares~~months ~~outstanding~~or ~~plus~~less ~~potential~~to ~~dilutive securities. For~~be ~~the~~cash ~~years ended December 31, 2009 and 2008, there were no potential dilutive securities~~equivalents.

~~Stock~~Revenue based compensation. Beauty Brands adopted ACS 718 on January 1, 2006 using the modified prospective method. ACS 718 requires all share-based payments to employees, including stock options, to be expensed based on their fair value over the required award service period. Beauty Brands uses the straight line method to recognize compensation expense related to share-based payments. In prior years, Beauty Brands followed Accounting Principles Board No. 25, “Accounting for Stock Issued to Employees,” in accounting for its stock option awards to employees, which required recording share-based compensation expense for awards that were issued at exercise prices less than fair value at the date of grant. For Beauty Brand’s non-employees, share-based expense is recorded in accordance with Emerging Issues Task Force No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquistion, or in Conjunction with Selling, Goods or Services.”Recognition

~~Beauty Brands~~The ~~does~~Company ~~not~~has ~~expect~~no ~~the adoption of recently issued accounting pronouncements to have a significant impact on Beauty Brand’s results of operations, financial position or cash flow~~revenues.

~~F-6~~Income taxes

~~NOTE~~The 2Company –recognizes ~~GOING CONCERN~~deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

~~Beauty Brands~~Basic ~~incurred net losses~~ and ~~negative~~diluted ~~cash~~net ~~flows~~loss ~~from~~per operations in fiscal years 2009 and 2008. These conditions raise substantial doubt as to Beauty Brands’ ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Beauty Brands is unable to continue as a going concern. Management is trying to raise additional capital through sales of common stock as well as seeking viable candidates to purchase the Company.share

~~NOTE~~The 3basic –net ~~CAPITAL CONTRIBUTION~~loss ~~AND~~per ~~RELATED~~common ~~PARTY~~share ~~TRANSACTIONS~~is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2010 and 2009, there were no potential dilutive securities.

~~$25,782 and $33,134 of expenses were paid in 2009 and 2008, respectively, on behalf of Beauty Brands by the shareholders and is reflected as a capital contribution and an expense for Beauty Brands.~~F-8

~~Beauty Brands~~NOTE ~~principal~~B ~~office~~– isGOING ~~in the office of Beauty Brands principal shareholder pursuant to a verbal agreement on a rent-free month-to-month basis.~~CONCERN

~~NOTE~~The 4Company -incurred ~~INCOME~~net ~~TAXES~~losses ~~AND CHANGE~~and OFnegative ~~CONTROL~~cash flows from operations in fiscal years 2010 and 2009. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is trying to raise additional capital through sales of common stock as well as seeking viable candidates to purchase the Company.

~~Beauty Brands~~NOTE ~~uses~~C ~~the~~– ~~liability~~CAPITAL ~~method,~~CONTRIBUTION ~~where~~AND ~~deferred~~RELATED ~~tax~~PARTY assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal years ended 2009 and 2008, Beauty Brands incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $25,000 at December 31, 2009, and will expire in the years through 2029.TRANSACTIONS

~~Internal~~$26,268 ~~Revenue~~and ~~Section~~$25,782 ~~382~~of ~~restricts the~~expenses ~~ability~~were topaid ~~use~~in ~~these~~2010 ~~carryforwards~~and ~~whenever~~2009, anrespectively, ~~ownership~~on ~~change~~behalf asof ~~defined occurs. Beauty~~the ~~Brands~~Company ~~incurred~~by ~~such~~the anshareholders ~~ownership change in 2006~~ and ~~2008. Because~~ ~~Beauty~~is ~~Brands’s~~reflected ~~stock~~as ~~trading~~a ~~has~~capital ~~been~~contribution ~~limited,~~and ~~no significant~~an ~~losses~~expense ~~occurring~~for ~~prior~~the ~~to that date are available~~Company.

~~At December~~The ~~31,~~Company’s ~~2009~~principal ~~and~~office ~~2008,~~is ~~deferred~~in ~~tax~~the ~~assets~~office ~~consisted~~ of the ~~following:~~ Company’s principal shareholder pursuant to a verbal agreement on a rent-free month-to-month basis.

	2009			2008
Deferred tax assets
Net operating losses	$	3,800		$	-
Less: valuation allowance		(3,800	)		-
Net deferred tax asset	$	-		$	-

NOTE D - INCOME TAXES AND CHANGE OF CONTROL

FThe Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal years ended 2010 and 2009, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-7forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $5,402 at December 31, 2010, and will expire in the years through 2031.

~~Item~~ F-9~~. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.~~

InNOTE ~~connection~~D ~~with~~– ~~the~~INCOME ~~two~~TAXES ~~most~~AND ~~recent fiscal~~CHANGE ~~years~~OF orCONTROL ~~subsequent~~- interim periods, there were no disagreements between the Company and its independent accountant on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.continued

~~Item 9A~~Internal Revenue Section 382 restricts the ability to use these carryforwards whenever an ownership change as defined occurs. ~~Controls~~ The Company incurred such an ownership change in 2006, 2008 and ~~Procedures~~2010. Because the Company’s stock trading has been limited, no significant losses occurring prior to that date are available.

~~(a)~~At ~~Evaluation~~December of31, ~~Disclosure~~2010 ~~Controls~~ and ~~Procedures~~2009, deferred tax assets consisted of the following:

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive and financial officers have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Annual Report on Form 10-K and have concluded that the disclosure controls and procedures are not effective due to a material weakness to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

	2010			2009

Deferred tax assets
Net operating losses	$	5,402		$	3,800
Less: valuation allowance		(5,402	)		(3,800	)

Net deferred tax asset	$	-		$	-

~~Changes~~ In a private transaction not involving the company, on July 28, 2010, the then controlling shareholder of the Company, FormCap Advisory, LLC, transferred control of the Company in ~~Internal~~a ~~Controls~~series ~~over~~of ~~Financial~~transactions ~~Reporting~~to Baytree Capital Associates, LLC.

~~There were~~NOTE E no– ~~significant~~SUBSEQUENT ~~changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive and financial officers.~~EVENTS

~~Controls~~ Beauty Brands entered into a $20,000 convertible note payable agreement on March 15, 2012. The principal and ~~Procedures~~accrued interest of 10% is due in full on March 15, 2013. The note holder has the right to convert the outstanding principal amount and any accrued interest into the Company's common stock at a price of $0.01 per share.

~~(b) Management’s Annual Report on Internal Control Over Financial Reporting.~~F-10

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and for assessing the effectiveness of internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions or a deterioration in the level of compliance with the policies or procedures.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO and CFO do not possess accounting expertise. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage additional resources to assist with financial reporting as soon as our finances will allow.

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The Company’s management carried out an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. The Company’s management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2009.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(a) Identification of Directors

The Company’s directors, their ages and positions and the periods during which each has served as such are as follows:

Name	Age	Position	Appointed
James Altucher	42	Chairman, President	May 2007
Dan Kelly	33	Director and CFO	May 2007
Terry Tecco	57	Director	December 2006

All directors will hold office until the next annual stockholder’s meeting and until their successors have been elected or qualified or until their death, resignation, retirement, removal, or disqualification. Vacancies on the board will be filled by a majority vote of the remaining directors. Officers of the Company serve at the discretion of the Board of Directors.

James Altucher, Chairman and President

Mr. Altucher graduated from Cornell University with a B.A. in computer science and pursued graduate work in computer science at Carnegie Mellon University. Mr. Altucher is currently a managing member of our principal shareholder, FormCap Advisory, LLC and is also a managing member of Formula Capital Management, LLC, the general partner of Formula Capital, L.P. Prior to forming Formula Capital, LLC, Mr. Altucher was the managing partner First Angel Capital, a $30M family of hedge funds and fund of funds. Mr. Altucher previously acted as CEO/Director of Vaultus, a wireless date solutions provider for Fortune 50 companies. During the same time, he was a partner in (212) Ventures, a New York based venture capital firm funded by Investcorp. Prior to Vaultus, Mr. Altucher founded Reset,Inc. an Internet technology firm which was ultimately sold to Xceed, Inc. Since 2002, Mr. Altucher has also been a columnist for TheStreet.com, Steet Insight, Street View, and most recently, Real Money. Mr. Altucher, who has appeared regularly on CNBC, recently authored “Trade Like A Hedge Fund” (Wiley 2005), “TradeLike Warren Buffet” (Wiley 2005), and $superCash (2006). He is also a US-ranked chess master.

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Dan Kelly - Director and Chief Financial Officer

Mr. Kelly is currently a managing member of our principal shareholder, FormCap Advisory, LLC and is also a managing member of Formula Capital Management, LLC, the general partner of Formula Capital, L.P. Mr. Kelly graduated Magna Cum Laude from Georgetown University with a B.S. in Finance. Prior to forming Formula Capital, LLC, Mr. Kelly had been a partner at First Angel Capital, a $30M family of hedge funds and fund of funds. Previously, Mr. Kelly was a Principal with (212) Ventures, a New York based venture capital funded by Investcorp where he focused primarily on analyzing emerging companies. Prior to (212) Ventures, Mr. Kelly was an Associate with Bruckmann, Rosser, Sherill & Co., a $1.2B private equity firm specializing in management buyouts and recapitalizations of high quality, middle market companies. Mr. Kelly began his career as an Analyst with Credit Suisse First Boston in its leveraged Finance Group, where he primarily focused on analyzing and executing various financing alternatives, including debt, equity and hybrid securities for leveraged buyouts, equity offerings and principal investments across several industries.

(b) Significant Employees

Not Applicable, the Company has no employees.

There are no family relationships among any directors or executive officers.

(d) Involvement in certain legal proceedings.

No director or executive officer has been involved in any of the following legal proceedings during the past 5 years:

(1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

(4) Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Compensation and Audit Committees

Our Audit Committee is comprised of our two officers, Dan Kelly and James Altucher.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “Reporting Persons”) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. On March 31, 2010, the members of our principal shareholder, FormCap Advisory, LLC, James Altucher and Dan Kelly, filed forms 3 and 4 regarding their respective initial appointments as our Chairman and Director and reflecting the acquisition by FormCap Advisors, LLC of the majority of our issued and outstanding common stock in November 2008. The failure by Mr,. Altucher and Mr. Kelly to timely file said forms 3 and 4 was inadvertent. Neither Mr. Altucher nor Mr. Kelly made any public or private purchases or sales of our common stock or other equities other than indirectly, through the November 2008 transaction.

Code of Ethics

We have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics.

Item 11. Executive Compensation.

(a) Summary Compensation Table

			Annual Compensation			Long-term Compensation
						Awards		Payouts
(a)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Name and Principal Position		Year	Salary ($)	Bonus ($)	Compensation ($)	Award(s) ($)	Options/SARs (#)	Payouts ($)	Compensation ($)
James Altucher, President		2009	-0-	-0-	-0-	-0-	-0-	-0-	-0-
		2008	-0-	-0-	-0-	-0-		-0-	-0-
Dan Kelly, CFO		2009	-0-	-0-	-0-	-0-	-0-	-0-	-0-
		2008	-0-	-0-	-0-	-0-	-0-	-0-	-0-
(b)	Option/SAR in Last Fiscal Year

Individual Grants (a) (b) (c) (d) (e) Name Number of Securities Underlying Options/SARs Granted (#) % Of Total Options/SARs Granted to Employees in Fiscal Year Exercise or Base Price ($/Sh) Expiration Date N/A — — — —

(a) (b) (c) (d) (e) Name Shares Acquired on Exercise (#) Value Realized ($) Number of Securities Underlying Unexercised Options/SARs at FY-End (#)Exercisable/Unexercisable Value of Unexercised In-the-money Options/SARs at FY-End ($) Exercisable/Unexercisable N/A — — — —

(d) Long-term Incentive Plans — Awards in Last Fiscal Year

Estimated Future Payouts Under No Stock Priced-Based Plans (a) (b) (c) (d) (e) (f) Name Number of Shares, Units or Other Rights Performance or Other Period Until Maturation or Payout Threshold ($ or #) Target ($ or #) Maximum ($ or #) N/A — — — — —

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(e) Compensation of Directors

None of our directors receive compensation for their services as directors.

(f) Employment Contracts and Termination of Employment/Change in Control Arrangements The Company does not have any compensatory plan or arrangement regarding the termination of any executive officer or regarding a change in control of the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

(a) Security Ownership Greater than 5%

(1)		(2)	(3)	(4)
Title of Class		Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock		Formcap Advisory, LLC, 3549 Paxton Avenue Cincinnati, OH 45208	15,193,000 Common Shares	99.45%
(b)	Security Ownership of Management

(1)	(2)	(3)	(4)
Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock	James Altucher, 15 Broad Street, Apt. 2624 New York, NY 10022	7,596,500	49.725%*
Common Stock	Dan Kelly, 3549 Paxton Avenue, Cincinnati, OH 45208	7,576,500	49.725%*
* James Altucher and Dan Kelly own these shares indirectly through their respective ownership interests in the Company's principal shareholder, Formcap Advisory, LLP.

(c) Change in Control By Exchange Agreement dated on or about November 26, 2008, by and among Deer Creek Capital, L.P. (“Deer Creek”), RPM Trading, LLC. (“RPM”), Formula Capital Management, LLC (“Formula Capital”), and FormCap Advisory, LLC (“FormCap”) , RPM transferred to Deer Creek 1,537,400 shares of the Company’s common stock, whereupon, Deer Creek immediately transferred a total of 15,193,000 shares of the company’s common stock to FormCap at the request of Formula Capital, which request was made in connection with the redemption by Formula Capital of its investment in Deer Creek. RPM’s transfer of its shares of the Company’s common stock was in exchange for the controlling ownership interest held by Deer Creek in another corporation, Core Technologies (Pennsylvania), Inc. The result of this exchange was that FormCap became the Company’s majority shareholder and RPM and Deer Creek divested themselves of their entire ownership interest in the Company. Dan Kelly and James Altucher are both managing members of FormCap Advisory, LLC. At various times, and from time to time, the Company has engaged, and will engage, in discussions with outside parties regarding potential transactions for the use of the public entity, which may result in the change of control of the company. The Company intends to continue its efforts to seek out a suitable transaction in future. However, no formal agreement has been made with any outside party at the time of the filing of this report.

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Item 13. Certain Relationships and Related Transactions and Director Independence

By Sale and Repurchase Agreement dated March 23, 2007, by and between Terrence A Tecco, individually and as Trustee of the Tecco Family Trust (collectively “Tecco”), and Deer Creek Capital, LP, the Tecco Family Trust transferred 125,000 shares of the Company’s common stock to Deer Creek, together with common stock of Core Technologies (Pennsylvania), Inc., to Deer Creek for total consideration of $12,000. The agreement provided Tecco with the right for 90 days of the date thereof, time of the essence, to repurchase the shares so transferred for $12,350, plus interest at fifteen percent on the principal amount. Tecco never repurchased the shares in either company.

By Exchange Agreement dated on or about November 26, 2008, by and among Deer Creek Capital, L.P. (“Deer Creek”), RPM Trading, LLC. (“RPM”), Formula Capital Management, LLC (“Formula Capital”), and FormCap Advisory, LLC (“FormCap”) , RPM transferred to Deer Creek 1,537,400 shares of the Company’s common stock, whereupon, Deer Creek immediately transferred a total of 15,193,000 shares of the company’s common stock to FormCap at the request of Formula Capital, which request was made in connection with the redemption by Formula Capital of its investment in Deer Creek. RPM’s transfer of its shares of the Company’s common stock was in exchange for the controlling ownership interest held by Deer Creek in another corporation, Core Technologies (Pennsylvania), Inc. The result of this exchange was that FormCap became the Company’s majority shareholder and RPM and Deer Creek divested themselves of their entire ownership interest in the Company. Dan Kelly and James Altucher are the owners and managing members of FormCap Advisory, LLC.

Our Board of Directors consists of James Altucher, Dan Kelly and Terrence Tecco. None of them are independent as such term is defined by a national securities exchange or an inter-dealer quotation system. During the fiscal year ended December 31, 2009, FormCap Advisory, LLC, our principal shareholder, made a $25,782 capital contribution to us.

Item 14. Principal Accountant Fees and Services

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrants financial statements included in the company’s form 10-K, 10SB/A as well as the company’s annual financial statements and to review the financial statements included in the registrant’s Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are:

December 31, 2008		$	12,000
December 31, 2007		$	11,000

(2)	Audit - Related Fees
	N/A
(3)	Tax Fees
	N/A

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(4)	All Other Fees
	N/A
(5)	Audit Committee’s Pre-Approval Policies
	The Audit Committee approves the services for the audit firm before the work is performed.
(6)	N/A

Item 15. Exhibits and Reports on Form 8-K

INDEX TO EXHIBITS

Exhibit No.		Document Description
2.1*		Acquisition Agreement
3.1*		Articles of Incorporation
4.1**		Settlement Agreement

* ** Filed as exhibits to the Company's registration statement on Form 10-SB, as filed with the Securities and Exchange Commission on August 13, 2007, and incorporated herein by this reference. Filed as exhibits to the Company's registration statement on Form 10-SB/A, as filed with the Securities and Exchange Commission on October 15, 2007, and incorporated herein by this reference.

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SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BEAUTY BRANDS GROUP, INC. By: /s/ Dan Kelly Dan Kelly, Chief Financial Officer and Director

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