UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON
D.C.





FORM
10-K





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





For the
fiscal year ended December 31, 2008





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





For the
transition period from _________ to _____________





Commission
file number 000-52764





BEAUTY BRANDS GROUP,
INC.


(Exact
name of Registrant as specified in its charter)





FLORIDA
                59-1213720(State
      of other jurisdiction of incorporation or organization)
                (I.R.S.
      Employer Identification Number)





145 East 57thStreet, 10thFloor, New York, New York
10022-2141


Address
of principal executive offices





Registrant’s telephone number,
including area code:   513-871-7223





Securities
registered pursuant to Section 12(b) of the Act:  NONE





Securities
registered pursuant to Section 12(g) of the Act: $0.10 Par Value Common
Stock





Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. YES  ̈     NO x





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




Check
whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.    YES  x    NO  
 ̈




Check if there is no
disclosure of delinquent  filers in response to Item 405 of Regulation
S-K contained in this form, and no disclosure will be contained, to the best of
Company's knowledge, in definitive proxy or information statements
incorporated  by reference  in Part III of this Form 10-KSB
or any  amendment to this Form 10-K.   ̈





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 definitions of “large accelerated filer” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      Accelerated Filer  ̈
            Accelerated
      Filer  ̈Non-Accelerated
      Filer    ̈
            Smaller
      Reporting Company x












Indicate
by check mark if the registrant is a Shell company (as defined by Rule 12b-2 of
the Exchange Act). YES  x  NO   ̈





The issuer’s revenues for its most
recent fiscal year were: None$--0--





The
aggregate market value of the voting common equity held by non-affiliates of the
registrant was approximately $ -0- based upon the last reported sales of the
registrant’s common stock on the Over-the-Counter Bulletin
Board.   Shares of common stock held by each officer and director
and by each person who owns five percent or more of the outstanding common stock
have been excluded from this calculation as such persons may be considered to be
affiliated with the issuer.





As of
March30,
2009, the registrant had 15,276,411 shares of Common Stock, $0.10
par value per share, issued and outstanding.





Documents
incorporated by reference.:  None





Transitional
Small Business Disclosure Format: ̈ Yes x No
































BEAUTY
BRANDS GROUP, INC.





Form 10-K
- Index





For the
Fiscal Year Ended December 31, 2008





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













PART
I





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





Item
1.    BUSINESS





General





BEAUTY
BRANDS GROUP, INC. ("We", "Us" or the "Company") is a Florida corporation and
was incorporated in 1968 as “Chemair Corporation of America.”  In
February 1983, the Company changed its name to Beauty Brands Group,
Inc.




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




Selection
of a Business




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




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




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.




-4-


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




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




Acquisition
of Business




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




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




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




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





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






-5-


Operation
of Business After Acquisition




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





Item
1A.                      RISK
FACTORS




We Incurred Losses for the
Years Ended December 31, 2008 and 2007and May Not Become a
Profitable Enterprise.




We
incurred an operating loss of approximately $28,262 for the year ended December
31, 2008 and approximately


$29,977
for the year ended December 31, 2007.  Our profitability is dependent
upon management’s ability to identify a business acquisition and thereafter
generate revenues and develop profitable operations. There can be no assurances
that we will achieve our goal of profitable operations.





Government
Regulation




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




Competition




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




Marketability




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




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




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




Research and
Development




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








-6-





Employees




The
Company currently has no employees.  Management uses attorneys and
accountants as necessary and does not plan to engage any full-time employees in
the near future.




Currently,
the Company has no operating business.  It is the intention of the
current management to locate a new business opportunity, either by acquisition
of assets, stock or as a result of a merger.





We Will Continue to Incur
Increased Costs as a Result of Being a Reporting Company




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




Being a
public company also increases the risk of exposure to class action stockholder
lawsuits and SEC enforcement actions, and increases the expense to obtain
appropriate director and officer liability insurance on acceptable or even
reduced policy limits and coverage. As a result, we may find it more difficult
to attract and retain qualified persons to serve on our board of directors or as
executive officers.




If Our Common Stock is
Subject to the SEC’s Penny Stock Rules, Broker-Dealers May Experience Difficulty
in Completing Customer Transactions and Trading Activity in Our Securities May
be Adversely Affected




A penny
stock is generally defined under the Securities Exchange Act of 1934, as amended
(“Exchange Act”) as any equity security other than a security that: (i) is an
national market system stock listed on a “grandfathered” national securities
exchange, (ii) is an national market system stock listed on a national
securities exchange or an automated quotation system sponsored by a registered
national securities association (including Nasdaq) that satisfies certain
minimum quantitative listing standards, (iii) has a transaction price of five
dollars or more, or (iv) is a security whose issuer has met certain net tangible
assets or average revenues, among other exemptions. Our Common Stock is not
currently traded on a national securities exchange or quotation system sponsored
by a national securities exchange and our transaction price is currently less
than five dollars. Therefore, if we have net tangible assets of $5,000,000 or
less, transactions in the Common Stock may become subject to the “penny stock”
rules promulgated under the Exchange Act. In accordance with these rules,
broker-dealers participating in transactions in low-priced securities must first
deliver a risk disclosure document that describes the risks associated with such
stocks, the broker-dealer’s duties in selling the stock, the customer’s rights
and remedies and certain market and other information. Furthermore, the
broker-dealer must make a suitability determination  approving the customer
for low-priced stock transactions based on the customer’s financial situation,
investment experience and objectives. Broker-dealers must also disclose these
restrictions in writing to the customer, obtain specific written consent from
the customer and provide monthly account statements to the customer. The effect
of these restrictions will probably decrease the willingness of broker-dealers
to make a market in our Common Stock, decrease liquidity of our Common Stock and
increase transaction costs for sales and purchases of our Common Stock as
compared to other securities. If our Common Stock becomes subject to these
rules, broker-dealers may find it difficult to effectuate customer transactions
and trading activity in our securities may be adversely affected. As a result,
the market price of our securities may be depressed and stockholders may find it
more difficult to sell their shares of Common Stock.









-7-


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




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




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




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




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




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




We Do Not Intend to Pay
Dividends.




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




Item
      1B.
            UNRESOLVED
      STAFF COMMENTS





None





Item
      2.
            PROPERTIES





We
maintain our offices at 145 East 57th Street,
10th
Floor, New York, New York 10022-2141.  The telephone number is (513)
871-7223. The Company occupies space with our principal
shareholder, FormCap Advisory, LLC.  We are not a signatory on the
lease and would be considered a month-to-month tenant, but do not pay rent on
this space.  The space is currently sufficient for our needs because
we have no business operations.





Item 3.
            LEGAL
      PROCEEDINGS





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





Item
      4.
            SUBMISSION
      OF MATTERS TO VOTE OF SECURITY
HOLDERS





For the
fiscal year ended December 31, 2008, there have been no matters submitted to the
vote of the security holders.






-8-





PART
II





Item
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLER MATTERS AND SMALL BUSINESS ISSUER
      PURCHASE OF EQUITY SECURITIES





Market
Information




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




STOCK
PRICE AND DIVIDEND INFORMATION




Stock
      Price2007
                  High
                  Low
                  Dividends
      Paid Per Common ShareFirst
      Quarter
                  0.0
                  0.0
                  NoneSecond
      Quarter
                  0.0
                  0.0
                  NoneThird
      Quarter
                  0.0
                  0.0
                  NoneFourth
      Quarter
                  0.0
                  0.0
                  None








Stock Price2008
                    High
                    Low
                    Dividends
      Paid Per Common ShareFirst
      Quarter
                    0.0
                    0.0
                    NoneSecond
      Quarter
                    0.0
                    0.0
                    NoneThird
      Quarter
                    0.0
                    0.0
                    NoneFourth
      Quarter
                    0.0
      50
                    0.050
                    None




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






The
number of shareholders of record for the Company’s common stock as of March 30,
2009 is approximately 247.




Item
      6.
            SELECTED
      FINANCIAL DATA





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





Item
      7.
            MANAGEMENT’S
      DISCUSSION AND ANAYSIS OF FINANCIAL CONDITION AND PLAN AND RESULTS OF
      OPERATION





This
management’s Plan of Operation and Results of Operations and other parts of this
report contain forward-looking statements that involve risks and uncertainties.
Forward-looking statements can also be identified by words such as
“anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms.
Forward-looking statements are not guarantees of future performance and our
actual results may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such differences include,
but are not limited to, those discussed in the subsections entitled “Forward-Looking Statements and
Factors That May Affect Future Results and Financial Condition” below and
the subsection entitled “Risk
Factors” above. The following discussion should be read in conjunction
with our financial statements and notes thereto included in this report. All
information presented herein is based on our fiscal year ended December 31,
2008.




-9-


Plan of
Operation




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




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





Results of
Operations




During
the year ended December 31, 2008, and for the year to date, the Company’s
operations were limited to seeking to identify prospective business
opportunities.




We do not
expect to generate revenues within the next twelve months of operation or ever,
since we have yet to acquire a favorable business opportunity, which opportunity
if acquired, may or may not produce revenue.




For the
current fiscal year, the Company anticipates incurring a loss as a result of
administration expenses, accounting costs, and expenses associated with
maintaining its disclosure obligations under the Exchange Act of 1934, as
amended (“Exchange Act”). Since we do not anticipate generating any revenues in
the near term we will continue to operate at a loss.





Net Loss




For the
years ended December 31, 2008 and 2007, the Company recorded an operating loss
of $28,262 and $29,977, respectively.  The Company’s operating loss is
attributable to general and administrative expenses. The general and
administrative expenses include accounting costs and costs associated with the
preparation of disclosure documentation in connection with registration pursuant
to the Exchange Act of 1934 as well as costs associated with the Company’s
search for a suitable business opportunity.  We did not generate any
revenues during this period.




We expect
to continue to operate at a loss through fiscal 2009 and due to the nature of
the Company’s search for a suitable business opportunity cannot determine
whether we will ever generate revenues from operations.





Capital
Expenditures




The
Company expended no amounts on capital expenditures for the years ended December
31, 2008 and 2007.




Capital Resources and
Liquidity




The
Company had no assets as of December 31, 2008.  Stockholders’ deficit
in the Company was $0 at December 31, 2008.




The
Company had negative cash flows from operations of $33,134 and $38,520 for the
years ended December 31, 2008 and 2007, respectively.  Shareholders of
the Company paid expenses totaling $71,654 for the period from January 1, 2007
to December 31, 2008, including accounting, administration, consulting and
professional fees.





The
Company had cash flows from financing activities of $33,134 and $38,520 for the
years ended December 31, 2008 and 2007, respectively.




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




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




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




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




-10-




Forward Looking Statements
and Factors That May Affect Future Results and Financial
Condition




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




—
            our
      anticipated financial performance and business plan;—
            the
      sufficiency of existing capital resources;—
            our
      ability to raise additional capital to fund cash requirements for future
      operations;—
            uncertainties
      related to the Company’s future business prospects;—
            the
      ability of the Company to generate revenues to fund future
      operations;—
            the
      volatility of the stock market and;—
            general
      economic conditions.




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





Critical Accounting
Policies





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




We regularly evaluate the accounting
policies and estimates that we use to prepare our financial statements. In
general, management's estimates are based on historical experience, on
information from third party professionals, and on various other assumptions
that are believed to be reasonable under the facts and circumstances. Actual
results could differ from those estimates made by management.




-11-


Stock-Based
Compensation




We adopted SFAS No. 123(R), on
January 1, 2006 using the modified prospective method, which required all
share-based payments to employees, including stock options, to be expensed based
on their fair value over the required award service period. We use the straight
line method to recognize compensation expense related to share-based payments.
In prior years, we followed Accounting Principles Board No. 25, “Accounting
for Stock Issued to Employees,” in accounting for stock option awards to
employees, which required recording share-based compensation expense for awards
that were issued at exercise prices less than fair value at the date of grant.
For our non-employees, share-based expense is recorded in accordance with
Emerging Issues Task Force No.  96-18, “Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquisition, or in Conjunction with
Selling, Goods or Services.”




Going
Concern




Due to the uncertainty of our ability
to meet our current operating expenses and the capital expenses noted above, in
their report on the annual financial statements as of December 31, 2008, our
independent registered public accounting firm included an explanatory paragraph
regarding concerns about our ability to continue as a going concern. Our
financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent registered public
accounting firm.




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





Item
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





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














-12-





Item
      8.
            FINACIAL
      STATEMENTS AND FINANCIAL DATA





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board Directors


Beauty
Brands Group, Inc.


New York,
New York





We have
audited the accompanying balance sheets of Beauty Brands Group, Inc. (“Beauty
Brands”) as of December 31, 2008 and 2007 and the related statements of
expenses, shareholders’ deficit, and cash flows for the years ended December 31,
2008 and 2007. These financial statements are the responsibility of Beauty
Brands's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. Beauty Brands is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of Beauty Brands internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Beauty Brands Group, Inc. as
of December 31, 2008 and 2007 and the results of operations and cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States of America.





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








/s/
Malone & Bailey, P.C.


www.malone-bailey.com


Houston,
TX


March 25
, 2009





F-1


BEAUTY
BRANDS GROUP, INC.
 BALANCE
SHEETS





December
      31,
                            
                            
                            December
      31,2008
                            
                            
                            2007ASSETSTotal
      assets
                            
                            $
                            -
                            
                            
                            $
                            -LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilitiesAccounts
      payable
                            
                            $
                            -
                            
                            
                            $
                            4,872Total
      current liabilities
                            
                            
                            -
                            
                            
                            
                            4,872Stockholders’
      deficit:Common
      stock, $.10 par value, 100,000,000 shares authorized;15,276,411
      share issued and outstanding at December 31, 2008 and 2007
                            
                            
                            1,527,641
                            
                            
                            
                            1,527,641Additional
      paid-in capital
                            
                            
                            1,795,324
                            
                            
                            
                            1,762,190Accumulated
      deficit
                            
                            
                            (3,322,965
                            )
                            
                            
                            (3,294,703
                            )Total
      stockholders’ deficit
                            
                            
                            -
                            
                            
                            
                            (4,872
                            )Total
      liabilities and stockholders’ deficit
                            
                            $
                            -
                            
                            
                            $
                            -








See
summary of accounting policies and notes to financial statements.








F-2


BEAUTY
BRANDS GROUP, INC.


STATEMENTS
OF EXPENSES





Year
      Ended
                              December
      31,
                              2008
                            
                            
                            Year
      endedDecember
      31,
                              2007Operating
      expenses:Other
      selling, general and administrative
                            
                            $
                            28,262
                            
                            
                            $
                            29,977Net
      loss
                            
                            $
                            (28,262
                            )
                            
                            $
                            (29,977
                            )Basic
      and diluted net loss per common share
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.00
                            )Weighted
      Average Number Of Common Shares
                              Outstanding
      – basic and diluted
                            
                            
                            15,276,411
                            
                            
                            
                            15,276,411











See
summary of accounting policies and notes to financial statements.














F-3


BEAUTY
BRANDS GROUP, INC.


STATEMENT
OF STOCKHOLDERS’ DEFICIT


December
31, 2008 and 2007








ADDITIONAL
                  
                  
                  
                  
                  
                  TOTALCOMMON
      STOCK
                  
                  
                  PAID
      IN
                  
                  
                  ACCUMULATED
                  
                  
                  STOCKHOLDERS’SHARES
                  
                  
                  AMOUNT
                  
                  
                  CAPITAL
                  
                  
                  DEFICIT
                  
                  
                  DEFICITBalance,
      December 31, 2006
                  
                  
                  15,276,411
                  
                  
                  $
                  1,527,641
                  
                  
                  $
                  1,723,670
                  
                  
                  $
                  (3,264,726
                  )
                  
                  $
                  (13,415
                  )Capital
      contribution
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  38,520
                  
                  
                  
                  -
                  
                  
                  
                  38,520Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (29,977
                  )
                  
                  
                  (29,977
                  )Balance, December 31, 2007
                  
                  
                  15,276,411
                  
                  
                  
                  1,527,641
                  
                  
                  
                  1,762,190
                  
                  
                  
                  (3,294,703
                  )
                  
                  
                  (4,872
                  )Capital
      contribution
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  33,134
                  
                  
                  
                  
                  
                  
                  
                  33,134Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (28,262
                  )
                  
                  
                  (28,262
                  )Balance,
      December 31, 2008
                  
                  
                  15,276,411
                  
                  
                  $
                  1,527,641
                  
                  
                  $
                  1,795,324
                  
                  
                  $
                  (3,322,965
                  )
                  
                  $
                  -





See
summary of accounting policies and notes to financial statements.



















F-4


BEAUTY
BRANDS GROUP, INC.


STATEMENTS
OF CASH FLOWS











Year
      Ended
                                
                                
                                Year
      EndedDecember
      31, 2008
                                
                                
                                December
      31, 2007CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                                
                                $
                                (28,262
                                )
                                
                                $
                                (29,977
                                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Changes
      in operating liabilities:Accounts
      payable
                                
                                
                                (4,872
                                )
                                
                                
                                (8,543
                                )Net
      cash used in operating activities
                                
                                
                                (33,134
                                )
                                
                                
                                (38,520
                                )CASH FLOWS FROM FINANCING
      ACTIVITIES:Capital
      contribution
                                
                                
                                33,134
                                
                                
                                
                                38,520Net
      change in Cash
                                
                                
                                -
                                
                                
                                
                                -Cash,
      Beginning of Year
                                
                                
                                -
                                
                                
                                
                                -Cash,
      End of Year
                                
                                $
                                -
                                
                                
                                $
                                -Supplemental Disclosure of Cash Flow
      Information:Interest
      paid
                                
                                $
                                -
                                
                                
                                $
                                -Income
      taxes paid
                                
                                $
                                -
                                
                                
                                
                                -





See
summary of accounting policies and notes to financial statements.














F-5


BEAUTY
BRANDS GROUP, INC.


NOTES
TO FINANCIAL STATEMENTS





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





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





Use of
Estimates.  The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  While it is
believed that such estimates are reasonable, actual results could differ
significantly from those estimates.





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





Revenue
Recognition.  Beauty Brands has no revenues.





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





Basic and diluted net loss
per share.  The basic net loss per common share is computed by
dividing the net loss by the weighted average number of common shares
outstanding.  Diluted net loss per common share is computed by
dividing the net loss adjusted on an "as if converted" basis, by the weighted
average number of common shares outstanding plus potential dilutive
securities.  For the years ended December 31, 2008 and 2007, there
were no potential dilutive securities.







Stock based
compensation.  Beauty Brands adopted SFAS No. 123(R), on
January 1, 2006 using the modified prospective method. SFAS 123(R) requires
all share-based payments to employees, including stock options, to be expensed
based on their fair value over the required award service period. Beauty Brands
uses the straight line method to recognize compensation expense related to
share-based payments. In prior years, Beauty Brands followed Accounting
Principles Board No. 25, “Accounting for Stock Issued to Employees,” in
accounting for its stock option awards to employees, which required recording
share-based compensation expense for awards that were issued at exercise prices
less than fair value at the date of grant. For Beauty Brand’s non-employees,
share-based expense is recorded in accordance with Emerging Issues Task Force
No.  96-18, “Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquistion, or in Conjunction with Selling, Goods or
Services.”





Recently issued accounting
pronouncements.  Beauty Brands does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on Beauty
Brand’s results of operations, financial position or cash flow.








F-6


NOTE 2 – GOING
CONCERN





Beauty
Brands incurred net losses and negative cash flows from operations in fiscal
years 2008 and 2007.  These conditions raise substantial doubt as to
Beauty Brands’ ability to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if Beauty Brands is
unable to continue as a going concern. Management is trying to raise additional
capital through sales of common stock as well as seeking viable candidates to
purchase the Company.





NOTE 3 – CAPITAL
CONTRIBUTION AND RELATED PARTY TRANSACTIONS





$33,134
and $38,520 of expenses were paid in 2008 and 2007, respectively, on behalf of
Beauty Brands by the shareholders and is reflected as a capital contribution and
an expense for Beauty Brands.





Beauty
Brands principal office is in the office of Beauty Brands principal shareholder
pursuant to a verbal agreement on a rent-free month-to-month basis.





NOTE 4 - INCOME TAXES AND
CHANGE OF CONTROL





Beauty
Brands uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes.   During fiscal 2008 and 2007,
Beauty Brands incurred net losses and, therefore, has no tax
liability.  The net deferred tax asset generated by the loss
carry-forward has been fully reserved.  The cumulative net operating
loss carry-forward is approximately $80,000 at December 31, 2008, and will
expire in the years through 2028.





Internal Revenue Section 382 restricts
the ability to use these carryforwards whenever an ownership change as defined
occurs.  Beauty Brands incurred such an ownership change in 2006 and
2008.  Because Beauty Brands’s stock trading has been limited, no
significant losses occurring prior to that date are
available.





At
December 31, 2008 and 2007, deferred tax assets consisted of the
following:





2008
                        
                        
                        2007Deferred
      tax assetsNet
      operating losses
                        
                        $
                        12,000
                        
                        
                        $
                        7,800Less:  valuation
      allowance
                        
                        
                        (12,000
                        )
                        
                        
                        (7,800
                        )Net
      deferred tax asset
                        
                        $
                        0
                        
                        
                        $
                        0




In a
private transaction not involving the company, on or about November 26, 2008,
the then controlling shareholder of the company, Deer Creek Capital, L.P. ,
transferred control of the company in a series of transactions to FormCap
Advisory, LLC.






F-7




Item
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH
ACCOUNTANTS.





In connection with the two most recent
fiscal years or subsequent interim periods, there were no disagreements between
the Company and its independent accountant on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure.





Item
      9A.
            Controls
      and Procedures




(a) Evaluation
of Disclosure Controls and Procedures





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





Changes
in Internal Controls over Financial Reporting





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





Controls
and Procedures




(b) Management’s
Annual Report on Internal Control Over Financial Reporting.





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




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




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




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





The
Company’s management carried out an assessment of the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2008. The
Company’s management based its evaluation on criteria set forth in the framework
in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that assessment, management
has concluded that the Company’s internal control over financial reporting was
not effective as of December 31, 2008.





-13-


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





(c) Changes
in Internal Controls





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








Item
      9B.
            Other
      Information.





None.








PART
III





Item
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





(a)       
Identification of
Directors




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





Name
              Age
              Position
              AppointedJames
      Altucher
              41
              Chairman,
      President
              May
      2007Dan
      Kelly
              33
              Director
      and CFO
              May
      2007Terry
      Tecco
              56
              Director
              December
      2006





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





James
Altucher, Chairman and President




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





-14-


Dan Kelly
- Director and Chief Financial Officer




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





(b)           Significant
Employees





Not Applicable, the Company has no
employees.





(c)       
Family
Relationships





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





(d)           Involvement in certain legal
proceedings.





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





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





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





(3) Being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of


competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement


in any
type of business, securities or banking activities; and





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


suspended,
or vacated.




Item
      11.
            Executive
      Compensation.





(a)
              Summary
      Compensation Table





Annual
      Compensation
              
              Long-term
      CompensationAwards
              
              Payouts(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)
              
              (i)Name
      and Principal Position
              
              Year
              
              Salary
      ($)
              
              Bonus
      ($)
              
              Compensation
      ($)
              
              Award(s)
      ($)
              
              Options/SARs
      (#)
              
              Payouts
      ($)
              
              Compensation
      ($)James
      Altucher, President
              
              2008
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-2007
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              
              
              -0-
              
              -0-Dan
      Kelly, CFO
              
              2008
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-2007
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-(b)
              Option/SAR
      in Last Fiscal Year





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





(c)
              Aggregate
      Option/SAR Exercises in Last Fiscal Year and FY-end Option/Share
      Values





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





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





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





(e)
              Compensation
      of Directors




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




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


-15-


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





(a)
            Security
      Ownership Greater than 5%





(1)
            
            (2)
            
            (3)
            
            (4)Title
      of Class
            
            Name
      and Address of
              Beneficial
      Owner
            
            Amount
      and Nature
              of
      Beneficial Owner
            
            Percent
      of ClassCommon
      Stock
            
            Formcap
      Advisory,
      LLC
              145
      East 57th
      Street, 10th
      Fl.
              New
      York, NY 10022
            
            15,193,000
      Common Shares
            
            99.45%(b)
            Security
      Ownership of Management





(1)
            
            (2)
            
            (3)
            
            (4)Title
      of Class
            
            Name
      and Address of
              Beneficial
      Owner
            
            Amount
      and Nature
              of
      Beneficial Owner
            
            Percent
      of Class(c)
            Change
      in Control
              
              By
      Exchange Agreement dated on or about November26,2008, by and among Deer Creek Capital, L.P. (“Deer Creek”), RPM
      Trading, LLC. (“RPM”), Formula Capital Management, LLC (“Formula
      Capital”), and FormCap Advisory, LLC (“FormCap”) , RPM transferred to Deer
      Creek 1,537,400 shares of the Company’s common stock, whereupon, Deer
      Creek immediately transferred a total of 15,193,000 shares of the
      company’s common stock to FormCap at the request of Formula Capital, which
      request was made in connection with the redemption by Formula Capital of
      its investment in Deer Creek.  RPM’s transfer of its shares of
      the Company’s common stock was in exchange for the controlling ownership
      interest held by Deer Creek in another corporation, Core Technologies
      (Pennsylvania), Inc.  The result of this exchange was that
      FormCap became the Company’s majority shareholder and RPM and Deer Creek
      divested themselves of their entire ownership interest in the
      Company.   Dan Kelly and James Altucher are both managing
      members of FormCap Advisory, LLC.
              
              At
      various times, and from time to time, the Company has engaged, and will
      engage, in discussions with outside parties regarding potential
      transactions for the use of the public entity, which may result in the
      change of control of the company. The Company intends to continue its
      efforts to seek out a suitable transaction in future. However, no formal
      agreement has been made with any outside party at the time of the filing
      of this report.





Item
      13.
              Certain
      Relationships and Related
Transactions


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






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




-16-





Item
      14.
            Principal
      Accountant Fees and Services





(1)
            Audit
      Fees




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




December
      31, 2008
              $12,000December
      31, 2007
              $7,180





(2)
            Audit
      - Related FeesN/A(3)
            Tax
      FeesN/A(4)
            All
      Other FeesN/A(5)
            Audit
      Committee’s Pre-Approval PoliciesThe
      Audit Committee approves the services for the audit firm before the work
      is performed.(6)
            N/A








Item
      15.
            Exhibits
      and Reports on Form 8-K





INDEX
TO EXHIBITS





Exhibit
      No.
                                Document
      Description2.1*
                                Acquisition
      Agreement3.1*
                                Articles
      of Incorporation4.1**
                                Settlement
      Agreement31.1***
                                Certification
      Pursuant to Section 302 of the Sarbanes Oxley Act
of 200231.2***
                                Certification
      Pursuant to Section 302 of the Sarbanes Oxley Act
of 200232.1***
                                Certification
      Pursuant to Section 906 of the Sarbanes Oxley Act
of 200232.2***
                                Certification
      Pursuant to Section 906 of the Sarbanes Oxley Act
of 2002*
                                Filed
      as exhibits to the Company's registration statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on August 13, 2007, and
      incorporated herein by this reference.**
                                Filed
      as exhibits to the Company's registration statement on Form 10-SB/A, as
      filed with the Securities and Exchange Commission on October 15, 2007, and
      incorporated herein by this reference.***
                                Filed
      herewith.








-17-


SIGNATURES






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




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

































-18-