UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-K/A (No. 1)





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





For the
fiscal year ended December 31, 2008





 ̈ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




Commission
File No. 0-16530




BRANDPARTNERS
GROUP, INC.


(Exact
Name of Registrant as Specified in its Charter)




Delaware
                
                13-3236325(State
      or Other Jurisdiction of
                
                (I.R.S.
      EmployerIncorporation
      or Organization)
                
                Identification
      No.)




10 Main
Street


Rochester,
New Hampshire 03839


(Address
of Principal Executive Offices, Including Zip Code)




(603)
335-1400


(Issuer’s
Telephone Number, Including Area Code)




Securities
Registered Pursuant to Section 12(b) of the Act:


None




Securities
Registered Under Section 12(g) of the Act:


Common
Stock, par value $0.01 per share




Indicate
by check mark if the registrant is a well-know seasoned issuer as defined in
Rule 405 of the Securities Act


 ̈   Yes xNo




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


 ̈   Yes xNo




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or Section 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.


x   Yes  ̈No




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K   x




Indicate
by check mark whether the registrant is a large accelerated file, an accelerated
filer, or a non-accelerated filer as defined in Rule 12b-2 of the Exchange
Act.


Large accelerated filer   ̈
              Accelerated
      filer   ̈
              Non-accelerated
      filer x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-1 of the Act.)


 ̈Yes xNo





The
aggregate market value of common stock held by non-affiliates of the registrant
as of June 30, 2008 was $1,236,000.





As of
March 27, 2009, there were issued and outstanding 38,823,359 shares of the
registrant’s common stock.





Documents
Incorporated By Reference





None.










EXPLANATORY
NOTE





Our
annual report on Form 10-K of BrandPartners Group, Inc. (“we”, “our”, “us”, or
the “Company”) for the year ended December 28, 2008, was originally filed
with the Securities and Exchange Commission (the “SEC”) on March 31, 2009,
and this Amendment No. 1 is being filed solely to include responses to the
items required by Part III. This Amendment No. 1 does not reflect
events occurring after March 31, 2009, the date of the filing of our
original Form 10-K, or modify or update those disclosures that may have been
affected by subsequent events.





As
required by Rule 12b-15 promulgated under the Securities and Exchange Act
of 1934, our Chief Executive Officer and Interim Financial Officer is providing
a Rule 13a-14(a) certifications dated April 29, 2009 in connection
with this Form 10-K/A and a written statement pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 dated April 29, 2009.





TABLE OF
CONTENTS





PagePart
      IIIItem
      10.
                                          
                                          Directors,
      Executive Officers and Corporate Governance
                                          
                                          3Item
      11.
                                          
                                          Executive
      Compensation
                                          
                                          7Item
      12.
                                          
                                          Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder  Matters
                                          
                                          13Item
      13.
                                          
                                          Certain
      Relationships and Related Transactions, and Director
      Independence
                                          
                                          14Item
      14.
                                          
                                          Principal
      Accounting Fees and Services
                                          
                                          14Part
      IVItem
      15.
                                          
                                          Exhibits
      and Financial Statement Schedules
                                          
                                          14





2





Part
III





Item
10.  Directors, Executive Officers of the Registrant and Corporate
Governance





TermName
                                          
                                          Age
                                          
                                          Position
                                          
                                          ExpirationJames
      F. Brooks
                                          
                                          
                                          46
                                          
                                          Chairman
      of the Board,Chief
      Executive Officer, President and Interim Financial Officer
                                          
                                          2009Richard
      Levy
                                          
                                          
                                          74
                                          
                                          Director
                                          
                                          2008J.
      Weldon Chitwood
                                          
                                          
                                          44
                                          
                                          Director
                                          
                                          2008Clifford
      D. Brune
                                          
                                          
                                          55
                                          
                                          Director
                                          
                                          2009





Set forth
below is information relating to the business experience of each of the
directors and executive officers of the Company





James F. Brooks joined the
Company’s operating subsidiary, BrandPartners Retail, Inc., as Chief Operating
Officer in June 2002.  Mr. Brooks was elected Interim President of the
Company in September 2003 and was appointed Chief Executive Officer in October
2003, and President and Secretary of the Company in August 2004.  He
was appointed Chairman of the Board in August 2006.  Mr. Brooks has
held senior management positions with subsidiaries of major international
corporations and start-up companies.  Prior to June 2002, Mr. Brooks
was a consultant with Getzler & Co., a national management and financial
consulting firm specializing in corporate turnaround and
restructuring.  From 2000 through March 2001, he was Senior Vice
President of Cityspree, Inc., an offline and online start-up company that
offered local businesses an innovative, barter-based marketing model via gift
certificate auctions on e-Bay and other auction oriented web
sites.  From 1998 to 1999, Mr. Brooks served as the Vice President,
North and South America, of acquisitions and development for Swissotel, a
subsidiary of Swissair.  From 1996-1997, Mr. Brooks was a co-founder
of Sorbak, Inc., a wholesale and retail franchisee of a national chain focused
on ergonomic and back care products.  From 1989 to 1995, Mr. Brooks
served as Vice President, North America, of acquisitions, development, and asset
management for Meridien Hotels, a subsidiary of Air France.  Mr.
Brooks graduated with a B.A. cum laude in 1984 from
Connecticut College, and has an M.B.A. from the Harvard Business School, awarded
in 1989.





Clifford D. Brune, C.P.A. was
appointed a Director of the Company in December 2005.  At that time,
Mr. Brune was also appointed to the Company’s Compensation and Audit Committees
and serves as the Chairman of both committees.  He was elected as a
Class II Director of the Company in June 2006.  Mr. Brune was
previously employed by the Company from September 2004 through January 2005, and
currently serves as a consultant to the Company.  He has acted in such
capacity from time to time since October of 2003.  Mr. Brune has been
a consultant to various public and private companies with respect to organizing
growth and restructuring since 1999.  Mr. Brune, formerly with Coopers
& Lybrand, is a Certified Public Accountant, and is a member of the AICPA
with over 25 years of experience in working with public companies.  He
received a BS degree in Accounting and Finance from the University of South
Carolina.





J. Weldon Chitwood has been a
Director of the Company since October 2003 and served as corporate secretary of
the Company from November 2003 through April 2004.  He was formerly a
managing partner of Redwood Grove Capital Management, an institutional investor
based in San Francisco and New York, and served as managing
partner.  Prior to his service with Redwood Grove Capital Management,
Mr. Chitwood spent sixteen years with Shaw Industries, preceding its acquisition
by Berkshire Hathaway in January 2001.  While with Shaw Industries,
Mr. Chitwood was responsible for the turnaround of five different businesses in
wholesale, international, and commercial contracting.  Mr. Chitwood
attended the University of Georgia and obtained a degree in
economics.





3





Richard Levyhas been a
director of the Company since April 1994 and was Secretary of the Company from
1994 through August 2001. Since February 2007, Mr. Levy has been with
Silverstein Properties, Inc., owners of property in Manhattan, including the
World Trade Center properties.  From October 2000 Mr. Levy was a
Senior Managing Director of Insignia/ESG, a real estate management and brokerage
firm, until the company merged with CB Richard Ellis, where Mr. Levy was
employed as a Senior Vice President.  From March 1998 to October 2000,
Mr. Levy was a Senior Vice President of Tishman Real Estate Services, a real
estate consulting and brokerage firm, and was employed in various positions with
the firm for almost 40 years.





There are
no family relationships among our executive officers and
directors.  None of our executive officers or directors has, during
the past five years:





(a)
            had
      any petition under the federal bankruptcy laws or any state insolvency law
      filed by or against, or a receiver, fiscal agent or similar officer
      appointed by a court for the business or property of, such person, or any
      partnership in which he was a general partner at or within two years
      before the time of such filing, or any corporation or business association
      of which he was an executive officer at or within two years before the
      time of such filing;





(b)
            been
      convicted in a criminal proceeding or subject to a pending criminal
      proceeding;





(c)
            been
      subject to any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction or any
      federal or state authority , permanently or temporarily enjoining,
      barring, suspending or otherwise limiting his involvement in any type of
      business, securities, futures, commodities or banking activities;
      or





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





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the
Company’s Directors and executive officers, and persons who own more than ten
percent of any class of its equity securities registered pursuant to Section 12
of the Exchange Act to file reports of ownership, and changes in ownership with
the Securities and Exchange Commission (the “Commission”).  Officers,
directors, and greater than ten percent stockholders are required by the
Commission to furnish the Company with copies of all Section 16(a) forms they
file.





The
Company believes, based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons, that
all filing requirements applicable to its officers, directors, and greater than
ten percent stockholders were complied with during 2008.





Code
of Ethics





The
Company has adopted a Code of Ethics effective as of December 8,
2004.  The Code is posted on the Company’s corporate website at www.bptr.com and
applies to all personnel of the Company and its operating subsidiaries. We will
provide a copy of our Code of Ethics free of charge to any person upon written
request to us at the following address: 10 Main Street, Rochester
NH  03839.





4





Board of
Directors





The Board
of Directors currently consists of four members.  Directors serve
until their successors are duly elected or appointed.





Meetings And Committees Of
The Board Of Directors





During
the fiscal year ended December 31, 2008, the Board of Directors met four (4)
times with all incumbent Directors attending in excess of 75% of the
meetings.  Additionally, during the fiscal year ended December 31,
2008, the Company’s Audit Committee met four (4) times and its Compensation
Committee met three (3) times.





Audit
Committee





The Audit
Committee (the “Committee”) is currently comprised of Clifford D. Brune, a
licensed Certified Public Accountant, who serves as Chairman and J. Weldon
Chitwood and Richard Levy.  The role of the Committee  is to
assist the Board in its oversight of the Company’s financial reporting
process.  The Committee operates pursuant to a Charter that was last
amended and restated by the Board in 2004.  A copy of the Committee’s
charter is available on the Company’s website at www.bptr.com.





The
management of the Company is responsible for the preparation, presentation, and
integrity of the Company’s financial statements, the Company’s accounting and
financial reporting principles, and the internal controls and procedures
designed to assure compliance with accounting standards and applicable laws and
regulations.  The independent auditors are responsible for auditing
the Company’s financial statements, and for expressing an opinion as to their
conformity with generally accepted accounting principles.





In the
performance of its oversight function, the Committee reviewed the Company’s
quarterly financial reports and regulatory issues facing the
Company.  Members of the Audit Committee as presently constituted met
and held discussions with M.S.P.C., who served as the Company’s independent
auditors.  Management represented to the Committee that the Company’s
consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States, and the Committee reviewed
and discussed the consolidated financial statements with management and with the
Company’s independent auditors.  The Committee also discussed with the
Company’s independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61 (Codification of Statements on Auditing Standards,
AU 308), as amended.





In
addition, the Committee discussed with its auditors their independence from the
Company and its management, and the auditors provided the Company the written
disclosures and letter required from an independent auditor by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees).





The
Committee discussed with the independent auditors the overall scope and plans
for the audit.  The Committee met with the Company’s auditors, with
and without management present, to discuss the results of their examination,
their evaluations of the Company’s internal controls, and the overall quality of
the Company’s financial reporting.





Mr.
Clifford D. Brune, C.P.A., serves as the “audit committee financial expert” for
purposes of the Securities and Exchange Commission’s rules.  Members
of the Committee rely, without independent verification, on the information
provided to them and on the presentations made by management and the independent
auditors.  Accordingly, the Audit Committee’s oversight does not
provide an independent basis to determine that management has maintained
appropriate accounting and financial reporting principles or appropriate
internal control and procedures designed to assure compliance with accounting
standards and applicable laws and regulations.  Further, the Audit
Committee’s reviews and discussions referred to above do not assure that the
audit of the Company’s financial statements has been carried out in accordance
with generally accepted accounting standards, that the financial statements are
presented in accordance with generally accepted accounting principles, or that
the Company’s auditors are in fact “independent.”




5




Compensation
Committee





The
Compensation Committee is currently comprised of Clifford D. Brune, a licensed
Certified Public Accountant, who serves as Chairman, and J. Weldon Chitwood and
Richard Levy.  The Committee is responsible for approving the nature
and amount of compensation to be paid to, and the employment agreements with,
BrandPartners’  and its wholly owned subsidiaries executive officers
and senior management, establishing and evaluating performance-based criteria
and goals related to compensation, administering BrandPartners’ cash bonus and
equity-based plans, determining the balance of short- and long-term compensation
to be awarded under these plans with respect to any particular year, and
determining and overseeing BrandPartners’ compensation and benefits policies
generally.  The Compensation Committee currently does not have a
charter.





Compensation
Policy.





We seek
to offer those types of compensation that will serve to attract, motivate, and
retain highly qualified executive officers and key employees in an effort to
enhance BrandPartners’ success and shareholder value.  In addition,
our compensation policies are designed to align the interests of management with
BrandPartners’ shareholders.  In order to do so, we consider a range
of short-and long-term cash, and non-cash compensation elements.  We
believe this serves the goals of compensating BrandPartners’ executive officers
competitively on a current basis, tying a portion of the executives’
compensation to company performance, and allowing the executive officers and key
employees to gain an ownership stake in BrandPartners commensurate with their
relative levels of seniority and responsibility. Executive
officers, senior management and key employees are eligible to receive cash bonus
compensation both as discretionary and as percentage of salary tied to specific
individual performance criteria based on goals for margins and EBITDA of the
Company’s wholly owned operating subsidiaries.Each year, we perform a
review of the executive compensation programs, compensation philosophy, and
committee mission and performance.  In addition, each year we review
the nature and amounts of all elements of the executive officers’ compensation,
both separately and in the aggregate, to ensure that the total amount of
compensation is competitive with respect to BrandPartners’ peer companies, and
that there is an appropriate balance for compensation that is tied to the short-
and long-term performance of the Company.





Nominating
Committee





The
Nominating Committee currently does not have a charter.  The Committee
is intended to assist in the oversight of the Company’s corporate governance
matters, including the determination of the independent of current and
prospective Board members, periodic evaluation of the Board of Directors, its
committees and individual directors, and the identification and selection of
director nominees.





6





Item
11.  Executive Compensation





The
following chart displays the compensation for the named executive officers of
the Company for the last three completed fiscal years ended December 31st.





Name
      and Principal Position
                                        
                                        Year
                                        
                                        Salary
                                          ($)
                                        
                                        
                                        Bonus
                                          ($)
                                        
                                        
                                        Stock
                                          Awards
                                          ($)
                                        
                                        
                                        Option
                                          Awards
                                          ($)
                                        
                                        
                                        Non-equity
                                          incentive
      plan
                                          compensation
                                          ($)
                                        
                                        
                                        Change
      in
                                          pension
      value
                                          and
      non-
                                          qualified
                                          deferred
                                          compensation
                                          earnings
                                          ($)
                                        
                                        
                                        All
      other
                                          compensation
                                          ($)
                                        
                                        
                                        Total
                                          ($)(a)
                                        
                                        (b)
                                        
                                        (c)
                                        
                                        
                                        (d)
                                        
                                        
                                        (e)
                                        
                                        
                                        (f)
                                        
                                        
                                        (g)
                                        
                                        
                                        (h)
                                        
                                        
                                        (i)
                                        
                                        
                                        (j)James
      F. Brooks (1)
                                        
                                        2008
                                        
                                        $
                                        360,000
                                        
                                        
                                        $
                                        100,000
                                        
                                        
                                        $
                                        27,778
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        35,230
                                        
                                        
                                        $
                                        523,008Chairman/Chief
      Exec. Officer
                                        
                                        2007
                                        
                                        
                                        360,000
                                        
                                        
                                        
                                        70,000
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        52,010
                                        
                                        
                                        
                                        482,0102006
                                        
                                        
                                        360,000
                                        
                                        
                                        
                                        70,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        63,033
                                        
                                        
                                        
                                        493,033Patrick
      H. Peyton (2)
                                        
                                        2008
                                        
                                        
                                        112,019
                                        
                                        
                                        
                                        25,000
                                        
                                        
                                        
                                        2,222
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        11,792
                                        
                                        
                                        
                                        151,033Chief
      Financial OfficerSuzanne
      M. Verrill (3)
                                        
                                        2008
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        27,613
                                        
                                        
                                        
                                        27,613Chief
      Financial Officer 2007
                                        
                                        2007
                                        
                                        
                                        32,439
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        133,089
                                        
                                        
                                        
                                        165,5282006
                                        
                                        
                                        145,000
                                        
                                        
                                        
                                        20,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        12,924
                                        
                                        
                                        
                                        177,924





7





(1)
            The
      amount shown for Stock Awards (column (e)) is based upon the estimated
      fair value of the restricted stock granted to the named executive and
      represents the amount of compensation expense we recognized in our
      consolidated financial statements for the indicated fiscal
      year.





(2)
            All
      Other Annual Compensation (column (i)) includes health insurance, 401K
      expenses, car allowance for Mr. Brooks and housing allowance for Mr.
      Brooks only for fiscal years 2006 and
2007.





(3)
            Mr.
      Brooks entered into an employment agreement as of October 2003 to serve as
      Chief Executive Officer. The agreement was amended March 16, 2005 and
      expired March 15, 2008.  Mr. Brooks’ current salary is based
      upon the terms provided under his prior agreement with the
      Company.  Mr. Brooks also serves as Chief Executive Officer and
      President of the Company’s wholly owned subsidiaries.  Pursuant
      to the 2004 Stock Incentive Plan, Mr. Brook’s options were cancelled and
      replaced by 1,250,000 shares of restricted common stock on February 8,
      2008.  These shares vest 50% on the first anniversary of date of
      grant and 100% on the second anniversary of date of
  grant.





(4)
            Mr.
      Peyton was appointed Chief Financial Officer in April 2008 and served in
      that position through March 2009.




8




The
following table set forth information with respect to the Company’s executives
listed in the Summary Compensation Table above concerning the number of
unexercised options and the value of unexercised options held by such executives
as of the end of 2008.  No options were granted nor exercised by such
executives during 2008.





Option
      Awards
                      
                      Stock
      AwardsNumber of
                        securities
                        underlying
                        unexercised
                        options (#)
                      
                      
                      Number of
                        securities
                        underlying
                        unexercised
                        options (#)
                      
                      
                      Equity
                        incentive plan
                        awards:
                        Number of
                        securities
                        underlying
                        unexercised
                        unearned
                      
                      Option
                        Exercise
                        Price
                      Option
                        Expiration
                      
                      Number of
                        shares or
                        units of
                        stock that
                        have not
                        vested
                      
                      
                      Market value
                        of shares or
                        units ofstock
                        thathave not
                        vested
                      
                      
                      Equity
                        incentiveplan
                        awards;
                        Number of
                        unearned
                        shares, units
                        or other
                        rights that
                        have not
                        vested
                      
                      
                      Equity
                        incentiveplan
                        awards:
                        Market or
                        payoutvalue
                        ofunearned
                        shares,units
                        orother
                        rightsthat
                        havenot
                        vestedName
                      
                      Exercisable
                      
                      
                      Unexercisable
                      
                      
                      options (#)
                      
                      ($)
                      Date
                      
                      (#)
                      
                      
                      ($)
                      
                      
                      (#)
                      
                      
                      ($)James
      F. Brooks
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      
                      
                      1,250,000
                      
                      
                      $
                      50,000
                      
                      
                      
                      0
                      
                      
                      $
                      0Patrick
      H. Peyton
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      
                      
                      100,000
                      
                      
                      $
                      4,000
                      
                      
                      
                      0
                      
                      
                      $
                      0





Stock
Awards - Pursuant to the 2004 Stock Incentive Plan, Messrs. Brooks and Peyton
were granted 1,250,000 and 100,000 shares of restricted common stock on February
8, 2008 respectively.  These shares vest 50% on the first anniversary
of date of grant and 100% on the second anniversary of date of
grant.


9


Other
Benefits





The
Company provides life insurance of one time annual salary, and short and
long-term disability insurance to all employees at no cost to the
employees.





Employment
Contracts





On March
16, 2005, the Company entered into an amended employment agreement with James F.
Brooks, pursuant to which Mr. Brooks agreed to serve as President, Chief
Executive Officer, and Corporate Secretary of the Company for a term of three
years, ending March 15, 2008.  Pursuant to the terms of his prior
employment agreement, the Company is currently paying Mr. Brooks a salary of
$360,000 per annum, subject to annual review by the Compensation
Committee.





Principal
Provisions Of The 2004 Stock Incentive Plan




The
following is a summary of the Stock Incentive Plan, as adopted by the Board of
Directors and is qualified by reference to the full text of the Stock Incentive
Plan, which is available for review at the Company’s offices.




General
Provisions




The Stock
Incentive Plan authorizes the granting of awards to employees (including
officers) of the Company and certain related companies in the form of any
combination of (1) options to purchase shares of common stock, (2) stock
appreciation rights ("SARs"), (3) shares of restricted common stock ("restricted
stock"), (4) shares of deferred common stock ("deferred stock"), (5) bonus
stock, and (6) tax-offset payments with respect to any of such awards. The Stock
Incentive Plan also authorizes the granting of awards to directors who are not
employees or officers of the Company ("Outside Directors") to purchase shares of
common stock and related limited SARs and tax-offset payments.




Administration
- The Stock Incentive Plan is administered by a committee of the Company's Board
of Directors, which consists of at least two Outside Directors. The Committee
has authority to interpret the Stock Incentive Plan, adopt administrative
regulations, and determine and amend the terms of awards to employees. The Board
of Directors has similar authority with respect to Outside Directors (although
the Stock Incentive Plan may also provide for certain automatic grants to
Outside Directors).




Eligibility
- The Committee may make awards under the Stock Incentive Plan to employees
(including officers) of the Company or of any entity in which the Company owns
at least a 20% interest. All employees and Outside Directors are eligible
to receive awards under the Stock Incentive Plan.





Limitations
on Awards - The aggregate number of shares of common stock which may be issued
under the Stock Incentive Plan is 8,000,000. Such shares may consist of
authorized but unissued shares or treasury shares. The exercise of a SAR for
cash or for the settlement of any other award in cash will not count against
this share limit. Shares subject to lapsed, forfeited or canceled awards,
including options canceled upon the exercise of tandem SARs for cash, will not
count against this limit and can be re-granted under the Stock Incentive Plan.
If the exercise price of an option is paid in common stock or if shares are
withheld from payment of an award to satisfy tax obligations with respect to the
award, such shares also will not count against the above limit. No recipient may
be granted stock options, SARs, restricted stock, deferred stock, or bonus stock
under the Stock Incentive Plan with respect to more than 1,500,000 shares of
common stock in any fiscal year. No employee or Outside Director may be granted
tax-offset payments with respect to more than the number of shares of common
stock covered by awards held by such employee. The Stock Incentive Plan does not
limit awards which may be made under other plans of the Company.




AWARDS




The Stock
Incentive Plan authorizes the Committee (or, with respect to awards to Outside
Directors, the Board) to grant the following types of awards:


10


1. Stock
Options. The Committee (or, with respect to awards to Outside Directors, the
Board) is authorized to grant incentive stock options ("ISOs") and non-qualified
stock options to purchase such number of shares of common stock as the Committee
(or, with respect to awards to Outside Directors, the Board) determines. An
option will be exercisable at such times, over such term and subject to such
terms and conditions as the Committee (or, with respect to awards to Outside
Directors, the Board) determines, and at an exercise price determined by the
Committee, which may be less than the fair market value of the common stock at
the date of grant of the option. The Committee (or, with respect to awards to
Outside Directors, the Board) has authority to waive any vesting conditions it
may have imposed.




2. Stock
Appreciation Rights. Upon exercise of a SAR the holder is entitled to receive,
for each share with respect to which the SAR is exercised, an amount (the
"appreciation") equal to the excess of the fair market value of a share of
common stock on the exercise date over the "base amount" determined by the
Committee. The appreciation is payable in cash, common stock, or a combination
of both, as determined by the Committee. The Committee (or, with respect to
awards to Outside Directors, the Board) may grant a SAR which can only be
exercised within the 60-day period following a Change of Control (as such term
is defined in the Stock Incentive Plan and summarized below). The Committee (or,
with respect to awards to Outside Directors, the Board) may also provide that in
the event of a Change of Control, the amount to be paid by the Company upon the
exercise of the SAR will be based on the Change of Control Price (as defined in
the Stock Incentive Plan and summarized below). Such a SAR is sometimes referred
to as a limited SAR.




3.
Restricted Stock. The Committee is authorized to award restricted stock subject
to such terms and conditions as the Committee may determine in its sole
discretion. The Committee has authority to determine the number of shares of
restricted stock to be awarded, the price, if any, to be paid by the recipient
of the restricted stock, and the date or dates on which (or conditions under
which) the restricted stock will vest. The Committee has authority to waive any
vesting conditions it may have imposed. The Committee also has authority to
determine whether the employee will have the right to vote and/or receive
dividends on shares of restricted stock, and whether the certificates for such
shares will be held by the Company or delivered to the employee bearing legends
to restrict their transfer.




4.
Deferred Stock. A deferred stock award is a commitment to deliver a specified
number of shares of common stock (or their cash value) at a future date. The
award may be made subject to vesting, based on future service or satisfaction of
other conditions. The Committee has authority to waive any vesting conditions it
may have imposed. During the deferral period set by the Committee, the employee
may not sell, transfer, pledge or assign the deferred stock award.




5. Bonus
Stock. The Committee may award bonus stock subject to such terms and conditions
as it may determine. Such awards may be conditioned upon attainment of specific
performance goals or such other criteria as the Committee may determine, and the
Committee may waive such conditions in its discretion.




6.
Tax-Offset Payments. The Committee (or, with respect to awards to Outside
Directors, the Board) is authorized to provide for a tax-offset payment by the
Company not in excess of the amount necessary to pay the federal, state, local,
and other taxes payable with respect to any award and the receipt of the
tax-offset payment, assuming the recipient is taxed at the maximum tax rate
applicable to such income.




7.
Performance Awards. The Committee can designate any awards to employees under
the Stock Incentive Plan as "Performance Awards." Awards so designated are to be
granted and administered so as to qualify as "performance-based compensation"
under Section 162(m) of the Code. The grant or vesting of a Performance Award
will be subject to the achievement of performance objectives (the "Performance
Objectives") established by the Committee.




8.
Deferral of Awards. The Committee may permit an employee to defer receipt of any
award for a specified period or until a specified event.




11





Director
Compensation





The
following table illustrates Director Compensation for fiscal year
2008:





Change inName
                
                Fees earned
                  or paid in
                  cash
                  ($)
                
                
                Stock
                  awards
                  ($)
                
                
                Option
                  awards
                  ($)
                
                
                Non-equity
                  incentive plan
                  compensation
                  ($)
                
                
                pension value
                  and
                  nonqualified
                  deferred
                  compensation
                  earnings
                
                
                All other
                  compensation
                  ($)Clifford
      D. Brune (1)
                
                $
                20,000
                
                
                $
                22,222
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                230,000J.
      Weldon Chitwood (2)
                
                $
                11,875
                
                
                $
                11,111
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Richard
      Levy (3)
                
                $
                11,875
                
                
                $
                11,111
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Lysle
      Wickersham (4)
                
                $
                3,125
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0





(1)
            Clifford
      D. Brune was appointed a director of the Company in December 2005 and
      elected as a director in June 2006.  He receives a stipend as a
      Director and for serving as the Chairman of the Audit Committee and the
      Compensation Committee. Mr. Brune also receives additional compensation
      for his consulting services to the
Company.





(2)
            J.
      Weldon Chitwood has been a director of the Company since October 2003 and
      receives a stipend as a Director.





(3)
            Richard
      Levy has been a director of the Company since April 1994 and receives a
      stipend as a Director.





(4)
            Lysle
      Wickersham was appointed a director on June 3, 2008 and resigned effective
      September 30, 2008 without any disputes or disagreements with the Company
      and/or its board or management.


12


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





The
following table sets forth certain information regarding ownership of the
Company’s common stock as of March 16, 2009 by (a) each person who is known to
us to be the beneficial owner of more than 5% of the common stock of the
Company, (b) each of our directors, (c) each of our executive officers, and (d)
all directors and executive officers of the Company as a group.  The
following information is based in part upon data furnished by the persons
indicated below.





NameandAddressofBeneficialOwner(1)
                    
                    Amount
                      BeneficiallyOwned(2)
                    
                    
                    Percentof
                      ClassRobert
      S. Trump (3)
                    
                    
                    4,455,422
                    
                    
                    
                    11.5
                    %Longview
      Fund, L.P. (4)
                    
                    
                    3,185,517
                    
                    
                    
                    8.2
                    %Stadium
      Capital Management, LLC (5)
                    
                    
                    2,863,273
                    
                    
                    
                    7.4
                    %James
      F. Brooks (6)
                    
                    
                    1,460,568
                    
                    
                    
                    3.8
                    %Clifford
      D. Brune (7)
                    
                    
                    1,000,000
                    
                    
                    
                    2.6
                    %J.
      Weldon Chitwood (8)
                    
                    
                    500,000
                    
                    
                    
                    1.3
                    %Richard
      Levy (9)
                    
                    
                    500,000
                    
                    
                    
                    1.3
                    %Patrick
      H. Peyton (10)
                    
                    
                    130,000
                    
                    
                    
                    0.3
                    %All
      directors and executive officers as a group
                    
                    
                    3,590,568
                    
                    
                    
                    9.2
                    %(4
      persons)Total
                    
                    
                    14,094,780





(1)
            Unless
      otherwise indicated, the business address for each of such beneficial
      owners is in care of BrandPartners Group, Inc., 10 Main Street, Rochester,
      New Hampshire 03839.





(2)
            Directly
      and indirectly.  The inclusion of securities owned by others as
      beneficially owned by the respective individuals does not constitute an
      admission that such individuals are the beneficial owners of such
      securities.





(3)
            Represents
      4,455,422 shares of common stock.  The business address for Mr.
      Trump is in care of Trump Management, Inc., 2611 West Second Street,
      Brooklyn, NY 11223





(4)
            Represents
      3,185,517 shares of common stock.  The address for Longview Fund
      L.P. is 600 Montgomery St., 44th
      Floor, San Francisco, CA 94111.  Besides the shares of common
      stock reported on Form 13G, Longview Fund owns 196,667 warrants for common
      stock priced at $0.85 per share.





(5)
            Represents
      2,863,273 shares of common stock.  The business address for
      Stadium Capital Management, LLC is 19785 Village Office Court, Suite 101,
      Bend, OR 97702.





(6)
            Mr.
      Brooks is the Company’s Chairman of the Board of the Directors, President
      and Chief Executive Officer.  This
      includes:  1,250,000 restricted shares issued February 8, 2008
      vesting 50% on February 8, 2009 and 50% on February 8, 2010, and 31,100
      common shares.





(7)
            Mr.
      Brune is a member of the Company’s Board of Directors.  This
      represents:  1,000,000 restricted shares issued February 8, 2008
      vesting 50% on February 8, 2009 and 50% on February 8,
    2010.





(8)
            Mr.
      Chitwood is a member of the Company’s Board of Directors.  This
      represents:  500,000 restricted shares issued February 8, 2008
      vesting 50% on February 8, 2009 and 50% on February 8,
    2010.





(9)
            Mr.
      Levy is a member of the Company’s Board of Directors.  This
      represents:  500,000 restricted shares issued February 8, 2008
      vesting 50% on February 8, 2009 and 50% on February 8,
    2010.


13





(10)
            Mr.
      Peyton is the Company’s Chief Financial Officer.  This
      represents:  100,000 restricted shares issued February 8, 2008
      vesting 50% on February 8, 2009 and 50% on February 8,
    2010.





Item
13.  Certain Relationships and Related Transactions and Director
Independence





Mr.
Chitwood and Mr. Levy are both independent members of the Board of
Directors.  The Company does not have any specific guidelines related
to the independence of the members of its Board of Directors as it is not listed
on any national securities exchange or with any national securities association
and its stock is traded on the Over-the-Counter Bulletin Board.





On
February 1, 2005, the Company signed an agreement for consulting services with
Clifford D. Brune, who became a member of the Board of Directors on December 29,
2005.  The agreement provided for twelve months of consulting services
at a fee of $15,000 per month.  On December 19, 2005, the agreement
was amended to change the term of the agreement from a term of twelve months to
“month-to-month.”  The amended agreement provides for a minimum
six-month written notice if either the Company or Mr. Brune elects to terminate
the agreement.




Item
14.  Principal Accountant Fees and Services





2008
                  
                  
                  2007Audit
      fees
                  
                  $
                  147,000
                  
                  
                  $
                  140,844Tax
      fees
                  
                  
                  20,000
                  
                  
                  
                  23,636Totals
                  
                  $
                  167,000
                  
                  
                  $
                  164,480





The
classification “audit fees” includes fees for the audits of the Company’s annual
financial statements for 2008 and 2007 and the quarterly review of the
statements.  “Audit-related services” consists primarily of the review
of registration statements and the issuance of related consents.  “Tax
fees” include tax planning and the preparation of the Company’s tax
returns.  Moore Stephens did not provide any tax or financial
information systems design or implementation services to the Company for the
year 2008.





Part
IV





Item 15. Exhibits, Financial
Statement Schedules





(b) Index
to Exhibits





31.1
              Certification
      of Chief Executive Officer, President and Interim Financial Officer
      required by Section 302 of the Sarbanes-Oxley Act of
  2002.32.1
              Certification
      of Chief Executive Officer, President and Interim Financial Officer
      required Section 906 of the Sarbanes-Oxley Act of
  2002.


14


SIGNATURES





Pursuant
to 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.





April 29,
2009 BRANDPARTNERS GROUP, INC.





/s/         JAMES
      F. BROOKSJames
      F. BrooksChairman,
      Chief Executive Officer, Presidentand
      Interim Financial
Officer





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





/s/       James
      F. Brooks
                  
                  April
      29, 2009James
      F. Brooks, Chairman, Chief Executive OfficerPresident,
      and Interim Financial Officer/s/       Clifford
      D. Brune
                  
                  April
      29, 2009Clifford
      D. Brune, Director/s/       J.
      Weldon Chitwood
                  
                  April
      29, 2009J.
      Weldon Chitwood, Director/s/       Richard
      Levy
                  
                  April
      29, 2009Richard
      Levy, Director


15