UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

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

ü	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended:
September 30, 2010
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

For the quarterly period ended: March 31, 2011

~~———————~~o REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

~~Commission~~ For ~~File~~the ~~Number:~~transition ~~000-52764~~period from _____________________ to ______________

Commission file number: 000-52764

BEAUTY BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

———————

Florida	59-1213720
(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)

Nevada	77-0571784
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification No.)

(212) 509-1700

~~420~~(Registrant’s ~~Lexington~~Telephone ~~Avenue~~Number, ~~Suite~~Including ~~2320,~~Area ~~New York, NY 10170~~Code)

Indicate by check mark whether the registrant (~~Address~~1) ofhas ~~Principal~~filed ~~Executive~~all ~~Office~~reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (~~Zip~~or ~~Code~~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.

~~(212) 661-6800~~o Yes x No

~~(Registrant’s~~Indicate ~~telephone~~by ~~number~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, ~~including~~if ~~area~~any, ~~code~~every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~15 Broad Street, Apt. 2624, New York, New York10005~~o Yes x No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~(Former~~Large ~~name,~~accelerated ~~former~~filer ~~address~~o ~~and~~Accelerated ~~former~~filer ~~fiscal~~o ~~year,~~Non-accelerated filer o (Do not check if ~~changed~~a ~~since~~smaller ~~last~~reporting ~~report~~company) Smaller reporting company x

~~———————~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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.
	ü	Yes	No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 16, 2010, there were 15,276,411 shares of $0.10 par value common stock issued and outstanding.

xYes o No

~~TABLE~~As OFof ~~CONTENTS~~February 22, 2013, there were 15,276,411 shares of $0.10 par value common stock outstanding.

	Page
Part IFinancial Information
Item 1. Financial Statements
Balance Sheets as of September 30, 2010 and December 31, 2009 (Unaudited)	F-1
Statements of Expenses for the Three Months and
Six Months Ended September 30, 2010 and 2009 (Unaudited)	F-2
Statements of Cash Flows for the
Six Months Ended September 30, 2010 and 2009 (Unaudited)	F-3
Notes to the Interim Financial Statements (Unaudited)	F-4
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations	3
Item 3.Quantitative and Qualitative Disclosures About Market Risk	5
Item 4. Controls and Procedures	5
Part IIOther Information
Item 1. Legal Proceedings	5
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	5
Item 3.Defaults Upon Senior Securities	6
Item 4. Submission of Matters to a Vote of Security Holders	6
Item 5. Other Information	6
Item 6.Exhibits	6
Signatures	6
Ex-31.1 Section 302 Certification of Principal Executive Officer
Ex-31.2 Section 302 Certification of Principal Financial Officer
Ex-32 Section 906 Certification of Officers

INDEX

PART I. - FINANCIAL INFORMATION

PART I —	FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010 (unaudited)	1
	Statements of Expenses for the Three Months Ended March 31, 2011 and 2010 (unaudited)	2
	Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (unaudited)	3
	Notes to Financial Statements (unaudited)	4

Item 2.	Management’s Discussion and Analysis or Plan of Operation.	5

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	6

Item 4.	Controls and Procedures.	6

PART II —	OTHER INFORMATION

Item 1.	Legal Proceedings.	7

Item 1A.	Risk Factors	7

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	7

Item 3.	Defaults Upon Senior Securities.	7

Item 4.	Mine Safety Disclosure.	7

Item 5.	Other Information.	7

Item 6.	Exhibits.	8

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

BEAUTY BRANDS GROUP, INC.

BALANCE SHEETS

(unaudited)

	Sep 30,			December 31,
	2010			2009
ASSETS
Total assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accrued Expenses	$	6,312		$	-
Total current liabilities		6,312			-
Stockholders’ equity (deficit):
Common stock, $.10 par value, 100,000,000 shares authorized;		1,527,641			1,527,641
15,276,411 shares issued and outstanding
Additional paid in capital		1,848,155			1,821,106
Accumulated deficit		(3,382,108	)		(3,348,747	)
Total stockholders’ (deficit)		(6,312	)		-
Total liabilities and stockholders’ equity (deficit)	$	-0-		$	-

March 31, 2011 and December 31, 2010


ASSETS

	2011			2010


Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable	$	7,090		$	6,953

Total current liabilities		7,090			6,953


Common stock, $0.10 par value, 100,000,000 shares authorized;
15,276,411 shares issued and outstanding		1,527,641			1,527,641
Additional paid-in capital		1,847,374			1,847,374
Accumulated deficit		(3,382,105	)		(3,381,968	)

Total Stockholders’ Deficit		(7,090	)		(6,953	)

Total Liabilities and Stockholders’ Deficit	$	-		$	-

See accompanying notes to unaudited financial statements

F-1

BEAUTY BRANDS GROUP, INC.

STATEMENTS OF EXPENSES

(unaudited)

	Three Months Ended						Nine Months Ended
	Sep 30,						Sep30,
	2010			2009			2010			2009
Operating expenses
General & administrative costs	$	10,664		$	3,031		$	33,361		$	22,110
Net loss	$	(10,664	)	$	(3,031	)	$	(33,361	)	$	(22,110	)
B Basic and diluted net loss per common share	$	(.00	)	$	(.00	)	$	(.00	)	$	(.00	)
Weighted Average Number Of Common Shares Outstanding		15,276,411			15,276,411			15,276,411			15,276,411

For the three months ended March 31, 2011 and 2010



	2011			2010


Operating Expenses:

Selling, general and administrative	$	137		$	9,417

Net loss	$	(137	)	$	(9,417	)




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 accompanying notes to unaudited financial statements

F-2

BEAUTY BRANDS GROUP, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months			Nine Months
	Ended			Ended
	Sep 30, 2010			Sep 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(33,361	)	$	(22,110	)
Changes in operating liabilities:
Accrued Expenses		6,312			2,581
Net cash used in operating activities		(27,049)			(19,529	)
CASH FLOWS FROM FINANCING ACTIVITES:
Capital contribution		27,049			19,529
Net cash provided by financing activities		27,049			19,529
Increase in Cash		-			-
Cash, Beginning of Period		-			-
Cash, End of Period	$	-		$	-
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	-		$	-
Income taxes paid	$	-			-

For the three months ended March 31, 2011 and 2010


	2011			2010
Cash flows from operating activities
Net loss	$	(137	)	$	(9,417	)
Adjustments to reconcile net earning to net cash
used in operating activities:


Changes in operating assets and liabilities:
Accounts payable		137			-
Net cash used in operating activities		-			(9,417	)

Cash flows from financing activities
Capital contribution		-			9,417
Net cash provided by financing activities		-			9,417


Net increase (decrease) in cash		-			-

Cash, beginning of year		-			-

Cash, end of year	$	-		$	-

Supplemental Disclosures:
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-

See accompanying notes to unaudited financial statements

F-3

BEAUTY BRANDS GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Beauty Brands Group, Inc. (“Beauty Brands”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Management’s Discussion and Analysis and the audited financial statements and notes thereto contained in Beauty Brand’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of ~~the~~ results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the fiscal ~~2008~~year ended December 31, 2010 as reported in the Form 10-K have been omitted.

NOTE 2 – GOING CONCERN

Beauty Brands has no assets and operations as of ~~September~~March 3031, ~~2010~~2011. 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 Beauty Brands. There is no assurance that the Company will be successful in its efforts.

NOTE 3 – RELATED PARTY TRANSACTION

As Beauty Brands isdoes ~~operating~~not ashave aany ~~holding~~operations ~~company,~~and they ~~are~~do not generate ~~generating~~ revenues. Expenses incurred by Beauty Brands are related to professional fees such as accounting and legal fees. These expenses are paid by a majority shareholder and contributed to capital. No capital was contributed during the quarter ended March 31, 2011.

F-NOTE 4 – SUBSEQUENT EVENTS

~~ITEM~~Beauty 2Brands entered into a $20,000 convertible note payable agreement on March 15, 2012. ~~Management’s~~The ~~Discussion~~principal and ~~Analysis~~accrued interest of ~~Financial~~10% ~~Condition~~is ordue ~~Plan~~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 ~~Operations~~$0.01 per share.

The following discussion and analysis presents a review of the operating results of Beauty Brands Group, Inc. (the “Company”) for the nine months ended September 30, 2010 and 2009, respectively, and the financial condition of the Company at September 30, 2010. The discussion and analysis should be read in conjunction with the financial statements and accompanying notes included herein, as well as the Company’s audited financial statements for the year ended December 31, 2009 included in Company’s Annual Statement on Form 10K filed on March 31, 2010.4

~~Safe~~Item ~~Harbor~~2. Management’s ~~for~~Discussion ~~Forward-Looking~~and ~~Statements~~Analysis or Plan of Operation.

~~Statements~~The ~~included~~following indiscussion ~~the~~and ~~Quarterly~~analysis ~~Report~~of ~~filed on Form 10-Q that do not relate to present or historical conditions are “forward-looking statements.” Forward-looking statements may include, without limitation, statements relating to~~ our ~~plans,~~financial ~~strategies,~~condition ~~objectives, expectations~~ and ~~intentions~~results ~~and~~of ~~are~~operations ~~intended~~should to be ~~made~~read ~~pursuant~~in toconjunction ~~the~~with ~~safe~~our ~~harbor~~unaudited ~~provisions~~consolidated offinancial ~~the~~statements ~~Private Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,” “intends,” “possible,” “estimates,” “anticipates,”~~ and ~~“plans”~~related ~~and~~notes ~~similar~~appearing ~~expressions~~elsewhere ~~are~~in ~~intended~~this toQuarterly ~~identify forward-looking statements~~Report. ~~Our~~In ~~ability~~addition to ~~predict~~historical ~~projected~~financial ~~results~~information, or the ~~effect~~following ofdiscussion ~~events~~contains ~~on our operating results is inherently uncertain. Forward~~forward-looking statements ~~involve~~that areflect ~~number~~our ~~of risks~~plans, ~~uncertainties~~estimates and ~~other~~beliefs. ~~factors~~Our ~~that could cause~~ actual results tocould differ materially from those discussed in ~~this document. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of~~ the ~~times at, or by which, such performance or results will be achieved. Forward~~forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. ~~Important~~Factors ~~factors~~ that could cause ~~actual performance~~ or ~~results~~contribute to ~~differ~~these ~~materially~~differences ~~from~~include those ~~expressed~~discussed inbelow ~~or implied by, forward-looking statements include, but are not limited to: (i) industry competition, conditions, performance~~ and ~~consolidation,~~elsewhere (ii) legislative and/or regulatory developments, (iii) our ability to find to find an acceptable merger candidate, (iv) the effects of adverse general economic conditions, both within the United States and globally, and (v) other factors described under “Risk Factors” contained in ~~the~~this ~~Company’s~~Quarterly ~~Annual Statement on Form 10K filed on March 31, 2010~~Report.

Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligations to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect thereto or with respect to other forward-looking statements.Overview

~~Description~~BEAUTY BRANDS GROUP, INC. (“We”, “Us” or the “Company”) is a Florida corporation and was incorporated in 1968 as “Chemair Corporation of ~~Business~~America.” In February 1983, the Company’s Articles of Incorporation were amended to change the our name to Beauty Brand Group, Inc.

~~BEAUTY~~We ~~BRANDS~~are ~~GROUP,~~now ~~INC.~~considering ~~("We",~~business ~~"Us"~~opportunities orfor ~~the~~merger ~~"Company")~~or isacquisition athat ~~Florida~~might ~~corporation~~create ~~and~~value ~~was~~for ~~incorporated~~our inshareholders. We ~~1968~~have asno ~~“Chemair~~day-to-day ~~Corporation of America~~operations.” InOur ~~February~~officers ~~1983,~~and ~~the~~directors ~~Company’s~~devote ~~Articles~~limited oftime ~~Incorporation~~and ~~were~~attention ~~amended~~ to ~~change~~ the ~~Company’s~~affairs ~~name~~of tothe ~~Beauty Brand Group, Inc~~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~~approach ofto seeking ~~opportunities~~business ~~that it considers to be of exceptional quality~~opportunities. ~~Therefore~~Accordingly, 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.~~

~~-3-~~ We do not intend to restrict our consideration of business opportunities to any particular business or industry segment. Due to our lack of financial resources, the scope and number of suitable business opportunities we can consider is limited. Therefore, we are most likely to participate in a single business opportunity. Accordingly, we 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.

The ~~Company~~decision ~~does not intend~~ to ~~restrict~~participate ~~its~~in ~~consideration~~a ~~to any~~ particular business oropportunity ~~industry~~will ~~segment.~~be ~~Due~~based toon ~~our~~management’s ~~lack~~analysis of ~~financial~~the ~~resources,~~quality of the ~~scope~~opportunity’s management and ~~number~~personnel, the anticipated acceptability of ~~suitable~~products ~~business~~or ~~ventures~~marketing isconcepts, ~~limited.~~and Wenumerous other factors which are ~~therefore~~difficult, ~~most~~if ~~likely~~not impossible, to ~~participate~~analyze inthrough athe ~~single~~application ~~business~~of ~~venture~~any objective criteria. ~~Accordingly~~Further, it is anticipated that the ~~Company~~historical operations of a specific business opportunity may not necessarily be ~~able~~indicative toof ~~diversify~~the ~~and~~potential ~~may~~for bethe ~~limited~~future because of the necessity to ~~one~~substantially ~~merger~~shift a marketing approach, expand operations, change product emphasis, change or ~~acquisition.~~substantially ~~The~~augment ~~lack~~management, ofor ~~diversification~~make ~~would~~other ~~prevent~~changes. usWe ~~from~~will ~~offsetting~~be ~~losses~~partially ~~from~~dependent ~~one~~upon the management of any given business opportunity ~~against~~to ~~profits~~identify ~~from~~such ~~another~~problems and to implement, or be primarily responsible for the implementation of required changes.

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~~We ~~Company~~do ~~does~~ not anticipate acquiring or merging with any company for which audited financial statements cannot be obtained. Management, however, does anticipate 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 beconcern ~~anticipated~~businesses ~~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.

The Company does not currently engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs and expenses related to filing of Exchange Act reports and investigating and consummating a business combination. Management anticipates that our ~~principal~~majority shareholder will continue to fund the costs and expenses to be incurred with such activities through loans or further investment in the Company to be made ~~by them~~ as and when necessary.

~~Results of Operations for the Nine Month Periods Ended September 30, 2010 and 2009~~5

~~The~~Results ~~Company~~of ~~has not generated revenue for the six months periods ending September 30, 2010 and 2009.~~Operations

~~The~~We ~~Company~~generated ~~had~~no ~~general~~revenues ~~and~~in ~~administrative~~the ~~expenses~~three ofmonths ~~$27~~ended March 31,~~049~~ ~~during~~2011 and 2010. Our operating expenses for the ~~nine~~three months ended ~~June~~March 3031, ~~2010~~2011, ~~resulting~~were in$137 acompared ~~net~~with ~~loss of~~ $279,~~049. During~~417 for the same period in ~~2009,~~2010. ~~the~~This ~~Company~~decrease ~~experienced~~of $229,~~110~~280 inis due to decreased selling, general and administrative expenses,. Net ~~resulting~~loss infrom aoperations ~~net~~for ~~loss~~the ofthree ~~$22,110. Expenses~~months ~~consisted~~ended ofMarch ~~general~~31, ~~corporate administration~~2011, ~~legal~~was ~~and~~$137 ~~professional~~compared ~~fees~~to $9,417 ~~and~~for ~~accounting~~the ~~and~~three ~~auditing~~months ~~costs~~ended March 31, 2010.

~~The~~Liquidity ~~Company has no material commitments for the next twelve months. The Company has an accumulated deficit~~ and ~~its~~Capital current liquidity needs cannot be met by cash on hand. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. In the past, the Company has relied on capital contributions from our principal shareholder to pay our expenses. The Company anticipates that it will continue to receive assistance from our principal shareholder to pay its expenses for at least the next twelve months. However, there are no agreements or understandings to this effect. Should the Company require additional capital, it may sell common stock, take loans from officers, directors or shareholders or enter into debt financing agreements. Resources

~~-4-~~We generated net losses for the three months ended March 31, 2011, and the year ending December 31, 2010, and had a deficit accumulated of $3,382,105 at March 31, 2011 and $3,381,968 at December 31, 2010. We had a working capital deficit of $7,090 at March 31, 2011 and $6,953 at December 31, 2010. We have no long term obligations.

~~ITEM~~We 3had a cash balance of $0 at March 31, 2011, and December 31, 2010. For ~~Quantitative~~the three months period ended March 31, 2011, we had net cash inflows of $0. Cash flows used in operations for the three months period ended March 31, 2011, were $0 compared with $9,417 for the same period in 2010, a decrease due to reduced selling, general and ~~Qualitative~~administrative ~~Disclosures~~expenses. ~~About~~We ~~Market~~had ~~Risk~~net cash provided by financing activities of $0 for the three months period ended March 31, 2011 compared to $9,417 for the three months period ended March 31, 2010.

~~The~~During ~~Company~~the isfiscal ~~not~~year ~~materially~~2013, ~~affected~~we expect that our operations will be funded by advances from management and financing activities. However, there is no assurance that we will be able to obtain sufficient funds to support our operations as planned. We are dependent on the continued support of our creditors and our ability to raise further capital to fund ongoing expenditures. In current market ~~risk~~conditions there is uncertainty that the necessary funding can be obtained as needed, raising substantial doubt as to our to continue operating as a going concern. In the event we are unable to raise additional capital, we will not be able to meet our obligations and will be required to further curtail or terminate some of our projects and/or activities.

~~ITEM~~All 4.of ~~Controls~~our costs associated with complying with the securities laws, rules, and ~~Procedures~~regulations applicable to public companies, estimated to be less than $25,000 annually, will be funded by a loan or capital contribution from our principal shareholder, to the extent that funds are available to do so. However, our principal shareholder is not obligated to provide these or any other funds. If we fail to secure such funding, we may fail to meet our reporting obligations as a public company.

Our ~~disclosure~~independent ~~controls~~auditors ~~and~~have ~~procedures~~indicated ~~are designed to ensure that information required to be disclosed~~ in ~~reports~~their ~~that~~audit wereport ~~file~~for ~~or submit under~~ the ~~Securities~~year ~~Exchange~~ended ~~Act~~December ~~of 1934 is recorded~~31, ~~processed,~~2010 ~~summarized~~that ~~and~~there ~~reported~~is ~~within~~substantial ~~the~~doubt ~~time~~about ~~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~~ability ~~controls~~to ~~and~~continue ~~procedures" (~~as ~~defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) and have concluded that the disclosure controls and procedures are not effective due to~~ a ~~material~~going ~~weakness. The~~concern ~~material~~over 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. Our CEO and CFO do not possess accounting expertise and our company does not have an audit committee. This weakness is due to the ~~company’s~~next ~~lack~~twelve ~~of working capital to hire additional staff~~months. ~~To remedy this material weakness, we intend to engage additional resources to assist with financial reporting as soon as our finances will allow.~~

~~Our~~Off-Balance ~~management,~~Sheet including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.Arrangements

There are no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Not applicable

Item 4. Controls and Procedures.

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 March 31, 2011. Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2011 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, lack of staff to manage the compilation and preparation of our periodic reports, resulting in our inability to timely file our periodic reports within their 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 and full time executive officers to manage the Company. To remedy this material weakness, we intend to engage additional resources to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting

There ~~was~~have been no ~~significant~~changes ~~change~~ in ~~the~~our ~~Company’s~~ internal ~~control~~controls over financial reporting that occurred during the ~~most~~quarter ~~recent~~ended ~~fiscal~~March ~~quarter~~31, 2011, that ~~has~~have materially affected, or isare reasonably likely to materially affect, the ~~Company’~~registrant's internal control over financial reporting. However, in light of the determination that our internal controls over financial reporting for the period ended December 31, 2010, was not effective, as discussed in our Form 10-K for the year ended December 31, 2010, 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 material weaknesses. As part of our remedial plan, we plan to 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.

PART II -— OTHER INFORMATION

~~ITEM~~Item 1. ~~LEGAL~~Legal ~~PROCEEDINGS~~Proceedings.

~~The Company is not a party to any material pending legal proceedings~~None. ~~No such action is contemplated by the Company nor, to the best of its knowledge, has any action been threatened against the Company.~~

~~ITEM~~Item 21A. ~~UNREGISTERED~~Risk ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Factors

~~None~~Not applicable.

~~-5-~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~ITEM 3~~None. ~~DEFAULTS UPON SENIOR SECURITIES~~

~~None~~Item 3. Defaults Upon Senior Securities.

~~ITEM 4~~None. ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~

~~None~~Item 4. Mine Safety Disclosure.

~~ITEM~~Not 5applicable. ~~OTHER INFORMATION~~

~~None~~Item 5. Other Information.

~~ITEM~~Not 6applicable. ~~EXHIBITS~~

31	PEO and PFO certifications required under Section 302 of the Sarbanes-Oxley Act of 2002
32	PEO and PFO certifications required under Section 906 of the Sarbanes-Oxley Act of 2002

Item 6. Exhibits.

Exhibit		Item
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

_______________________

* Filed herewith.

SIGNATURES

~~Pursuant~~In toaccordance with the requirements of the ~~Securities~~ Exchange Act ~~of 1934~~, the registrant ~~has duly~~ caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 22, 2010

	BEAUTY BRANDS GROUP, INC.

	By:	/s/ James Fuller
Date: February 27, 2013		James Fuller
		(Principal Executive Officer, Principal Financial Officer/Principal Financial Officer)

~~BEAUTY BRANDS GROUP, INC. By: /s/ Paul Goodman Paul Goodman President and Chief Financial Officer~~9

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