**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON
      D.C.**





FORM
      10-QSB





[X]  Quarterly  Report
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934





or





[   ]
      Transitional Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934





For
      the
      Quarter Ended September 30, 2007





Commission
      File No.  000-52764





**BEAUTY
      BRANDS GROUP, INC.**





(Exact
      name of Registrant as specified in its charter)





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





100
      Jericho Quadrangle, Suite 335, Jericho, New York 11753





Address
      of principal executive offices




Registrant’s
        telephone number, including area code: 516-939-9400




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




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





**APPLICABLE
      ONLY TO CORPORATE ISSUES**




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date:  **As of November 12, 2007,
      the Company had 15,276,411 shares of $0.10 par value common stock issued and
      outstanding.**





Transitional
      Small Business Disclosure Format (Check one): YES
 ̈   
NO
      x








**TABLE
      OF CONTENTS**




**Page****Part
                  I****Financial Information**Item
                  1.  Financial Statements
              2Balance
                  Sheets at September 30, 2007 and December 31, 2006
                  (unaudited)
              2Statements
                  of Expensesfor
                  the three and nine months ended September 30, 2007 and 2006
                  (unaudited)
              3Statements
                  of Cash Flows for thenine
                  months ended September 30, 2007 and 2006 (unaudited)
              4Notes
                  to Interim Financial Statements (unaudited)
              5Item
                  2.  Management’s Discussion and Analysis of
                  FinancialCondition
                  and Results of Operations
              6Item
                  3.  Controls and Procedures
              8**Part
                  II****Other
                  Information**Item
                  1.  Legal Proceedings
              8Item
                  2.  Unregistered Sales of Equity Securities and Use of
                  Proceeds
              8Item
                  3.  Defaults Upon Senior Securities
              8Item
                  4.  Submission of Matters to a Vote of Security
                  Holders
              8Item
                  5.  Other Information
              8Item
                  6.  Exhibits and Reports on Form 8-K
              8Signatures
              9Ex-31.1     Section
                  302 Certification of Principal Executive OfficerEx-31.2     Section
                  302 Certification of Principal Financial OfficerEx-32        Section  906
                  Certification of Officers
 
 
 
 **PART
        I. - FINANCIAL INFORMATION**
 
 Item
        1.  Financial Statements
 **BEAUTY
        BRANDS GROUP, INC.**
 **BALANCE
        SHEETS**
 **unaudited**
 
 **ASSETS**September
                  30,
              
              
              December
                  31,2007
              
              
              2006Total
                  Assets
              
              $
              -
              
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  liabilities:Accounts
                  payable
              
              $
              -
              
              
              $
              13,415Stockholders’
                  equity:Common
                  stock – 100,000,000 shares authorized, $.10 parvalue;
                  15,276,411 shares issued and outstanding
              
              
              1,527,641
              
              
              
              1,527,641Additional
                  paid-in capital
              
              
              1,748,135
              
              
              
              1,723,670Accumulated
                  Deficit
              
              
              (3,275,776
              )
              
              
              (3,264,726
              )Total
                  stockholders’ equity (deficit)
              
              
              -
              
              
              
              (13,415
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              -
              
              
              $
              -
  See
        notes
        to interim financial statements.
 
 -2-
 
 
 **BEAUTY
        BRANDS GROUP, INC.**
 **STATEMENTS
        OF EXPENSES**
 **unaudited**
 
 Three
                  Months Ended
              
              
              Nine
                  Months EndedSeptember
                  30,
              
              
              September
                  30,2007
              
              
              2006
              
              
              2007
              
              
              2006General
                  and administrative expensesCompensation
                  expense
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              1,667Professional
                  fees
              
              
              11,050
              
              
              
              11,321
              
              
              
              11,050
              
              
              
              11,321Net
                  loss
              
              $
              (11,050
              )
              
              $
              (11,321
              )
              
              $
              (11,050
              )
              
              $
              (12,988
              )Basic
                  and diluted net loss percommon
                  share
              
              $
              (.00
              )
              
              $
              (.13
              )
              
              $
              (.00
              )
              
              $
              (.21
              )Weighted
                  average number ofcommon
                  shares outstanding
              
              
              15,276,411
              
              
              
              83,988
              
              
              
              15,276,411
              
              
              
              61,722
      See
          notes
          to interim financial statements.
 
 -3-
 
 **BEAUTY
        BRANDS GROUP, INC.**
 **STATEMENTS
        OF CASH FLOWS**
 **Unaudited**
 
 Nine
                  Months EndedSeptember
                  30,2007
              
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (11,050
              )
              
              $
              (12,988
              )Stock
                  issued for services
              
              
              
              
              
              
              1,667Changes
                  in operating liabilities:Accounts
                  payable
              
              
              (13,415
              )
              
              
              11,321Net
                  cash used in operating activities
              
              
              (24,465
              )
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIES:Capital
                  contribution
              
              
              24,465
              
              
              
              -Net
                  increase in cash
              
              
              -
              
              
              
              -Cash
                  beginning of period
              
              
              -
              
              
              
              -Cash  end
                  of period
              
              $
              -
              
              
              $
              -Supplemental
                  disclosures of cash flow information:Interest
                  paid
              
              $
              -
              
              
              $
              -Income
                  taxes paid
              
              
              -
              
              
              
              -
 
 
 See
          notes
          to interim financial statements.
 -4-
 **BEAUTY
        BRANDS GROUP, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **NOTE
        1 – BASIS OF PRESENTATION**
 
 The
        accompanying unaudited interim financial statements of Beauty Brands Group,
        Inc., have been prepared in accordance with accounting principles generally
        accepted in the United States of America and the rules of the Securities
        and
        Exchange Commission, and should be read in conjunction with the audited
        financial statements and notes thereto contained in Beauty Brand’s Annual
        Report filed with the SEC on Form 10-SB. In the opinion of management, all
        adjustments, consisting of normal recurring adjustments, necessary for a
        fair presentation of financial position and the results of operations for
        the
        interim periods presented have been reflected herein. The results of
        operations for interim periods are not necessarily indicative of the results
        to
        be expected for the full year. Notes to the financial statements which
        substantially duplicate the disclosure contained in the audited financial
        statements for fiscal 2006 as reported in the Form 10-SB have been
        omitted.
 
 **NOTE
        2 – GOING CONCERN**
 
 Beauty
        Brands has no assets and incurred net losses of $11,050 and negative cash
        flows
        from operations of $24,465 for the nine months ended September 30,
        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 – RELATED PARTY TRANSACTIONS**
  As
        Beauty
        Brands is operating as a holding company, they are not generating
        revenues.  Expenses incurred by Beauty Brands are related to
        professional fees such as accounting and legal fees.  These expenses
        are paid by a majority shareholder and contributed to capital.
  
 -5-
 **ITEM
        2. Management’s Discussion and Analysis of Financial Condition or Plan of
        Operations**
 
 The
        following discussion and analysis presents a review of the operating results
        of
        Beauty Brands Group, Inc. (the “Company”) for the three months ended September
        30, 2007 and 2006, respectively, and the financial condition of the Company
        at
        September 30, 2007. The discussion and analysis should be read in conjunction
        with the financial statements and accompanying notes included herein, as
        well as
        the Company’s audited financial statements for the years ended December 31, 2006
        and 2005 included in Amendment Number 1 to the Company’s Registration Statement
        on Form 10-SB/A filed on October 15, 2007.
 
 **Safe
        Harbor for Forward-Looking Statements**
 
  Statements
        included in the Quarterly Report filed on Form 10-QSB that do not relate
        to
        present or historical conditions are “forward-looking statements.”
Forward-looking statements may include, without limitation, statements relating
        to our plans, strategies, objectives, expectations and intentions and are
        intended to be made pursuant to the safe harbor provisions of the Private
        Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,”
“intends,” “possible,” “estimates,” “anticipates,” and “plans” and similar
        expressions are intended to identify forward-looking statements. Our ability
        to
        predict projected results or the effect of events on our operating results
        is
        inherently uncertain. Forward-looking statements involve a number of risks,
        uncertainties and other factors that could cause actual results to differ
        materially from those discussed in this document. Forward-looking statements
        should not be read as a guarantee of future performance or results, and will
        not
        necessarily be accurate indications of the times at, or by which, such
        performance or results will be achieved. Forward-looking information is based
        on
        information available at the time and/or management’s good faith belief with
        respect to future events, and is subject to risks and uncertainties that
        could
        cause actual performance or results to differ materially from those expressed
        in
        the statements. Important factors that could cause actual performance or
        results
        to differ materially from those expressed in or implied by, forward-looking
        statements include, but are not limited to: (i) industry competition,
        conditions, performance and consolidation, (ii) legislative and/or regulatory
        developments, (iii) our ability to find to find an acceptable merger candidate,
        (iv) the effects of adverse general economic conditions, both within the
        United
        States and globally, and (v) other factors described under “Risk Factors”
contained in the Company’s Amendment Number 1 to the Registration Statement on
        Form 10-SB/A filed with the Securities and Exchange Commission on October
        15,
        2007.
  Forward-looking
        statements speak only as of the date the statements are made. The Company
        assumes no obligations to update forward-looking statements to reflect actual
        results, changes in assumptions or changes in other factors affecting
        forward-looking information except to the extent required by applicable
        securities laws. If the Company updates one or more forward-looking statements,
        no inference should be drawn that it will make additional updates with respect
        thereto or with respect to other forward-looking statements.
  **Description
        of Business.**
 
 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’s Articles of Incorporation were amended to change
        the Company’s name to Beauty Brand 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.
   -6-
 The
        decision to participate in a specific business opportunity will be made upon
        management’s analysis of the quality of the opportunity’s management and
        personnel, the anticipated acceptability of products or marketing concepts,
        the
        merit of technological changes and numerous other factors which are difficult,
        if not impossible, to analyze through the application of any objective criteria.
        Further, it is anticipated that the historical operations of a specific venture
        may not necessarily be indicative of the potential for the future because
        of the
        necessity to substantially shift a marketing approach, expand operations,
        change
        product emphasis, change or substantially augment management, or make other
        changes. The Company will be partially dependent upon the management of any
        given business opportunity to identify such problems and to implement, or
        be
        primarily responsible for the implementation of required changes.
  Since
        we
        may participate in a business opportunity with a newly organized business
        or
        with a business which is entering a new phase of growth, it should be emphasized
        that the Company may incur risk due to the failure of the target’s management to
        have proven its abilities or effectiveness, or the failure to establish a
        market
        for the target’s products or services, or the failure to realize
        profits.
  The
        Company does not anticipate acquiring or merging with any company for which
        audited financial statements cannot be obtained. Management, however, does
        anticipate that any opportunity in which we participate will present certain
        risks. Many of these risks cannot be adequately identified prior to selection
        of
        a specific opportunity. Our shareholders must therefore depend on the ability
        of
        management to identify and evaluate such risks. Further, in the case of some
        of
        the opportunities available to us, it may 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.
  The
        Company does not currently engage in any business activities that provide
        cash
        flow. During the next twelve months we anticipate incurring costs and expenses
        related to filing of Exchange Act reports and investigating and consummating
        a
        business combination. Management anticipates that our principal shareholder
        will
        continue to fund the costs and expenses to be incurred with suchactivities through
        loans
        or further investment in the Company to be made by them as and when
        necessary.
  **Results
        of Operations for the Nine Month Periods Ended September 30, 2007 and
        2006**
 
 The
        Company has not generated revenue for the periods ending September 30, 2007
        and
        2006.
 
 The
        Company had general and administrative expenses of $11,050 during the nine
        months ended September 30, 2007 resulting in a net loss of $11,050. During
        the
        same period in 2006, the Company incurred $12,988 in general and administrative
        expenses, resulting in a net loss of $12,988.  Expenses consisted of
        general corporate administration, legal and professional fees, and accounting
        and auditing costs.
 
 The
        Company has no material commitments for the next twelve months. The Company
        has
        a capital deficit and its current liquidity needs cannot be met by cash on
        hand.
        As a result, our independent auditors have expressed substantial doubt about
        our
        ability to continue as a going concern. In the past, the Company has relied
        on
        capital contributions from our principal shareholder to pay our expenses.
         The Company anticipates that it will continue to receive continued
        assistance from our principal shareholder to pay its expenses for at least
        the
        next twelve months.  However, there are no agreements or understandings to
        this effect.  Should the Company require additional capital, it may sell
        common stock, take loans from officers, directors or shareholders or enter
        into
        debt financing agreements.
 
 We
        currently do not have sufficient cash reserves to meet all of our anticipated
        obligations for the next twelve months and there can be no assurance we will
        ultimately obtain the necessary financing. In addition to any third-party
        financing that may be obtained, we currently expect that loans from our
        stockholders may be a continuing
 source
        of
        liquidity to meet our obligations. Accordingly, we will need to seek funding
        in
        the near future. Our independent auditors have issued a going concern paragraph
        in their opinion on the financial statements for the year ended December
        31,
        2006 that states there is substantial doubt about our ability to continue
        as a
        going concern. The ability to continue as a going concern is dependent on
        our
        ability to access capital through debt and equity funding.
  -7-
 
 **ITEM
        3. CONTROLS AND PROCEDURES**
 
  (a)
        Evaluation of disclosure controls and procedures. Our Principal Executive
        Officer and Principal Financial Officer, after evaluating the effectiveness
        of
        our "disclosure controls and procedures" (as defined in the Securities Exchange
        Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered
        by this Quarterly Report on Form 10-QSB (the "Evaluation Date"), have concluded
        that as of the Evaluation Date, our disclosure controls and procedures are
        effective to provide reasonable assurance that information we are required
        to
        disclose in reports that we file or submit under the Exchange Act is recorded,
        processed, summarized and reported within the time periods specified in the
        Securities and Exchange Commission rules and forms, and that such information
        is
        accumulated and communicated to our management, including our Principal
        Executive Officer and Principal Financial Officer, as appropriate, to allow
        timely decisions regarding required disclosure.
   (b)
        Changes in internal control over financial reporting. There were no changes
        in
        our internal control over financial reporting during our most recent fiscal
        quarter that materially affected, or were reasonably likely to materially
        affect, our internal control over financial reporting.
  
 
 **PART
        II - OTHER INFORMATION**
 
  **ITEM
        1. LEGAL PROCEEDINGS**
   None
   **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
   None
   **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
   None
   **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
        HOLDERS**
   None
   **ITEM
        5. OTHER INFORMATION**
  None
  **ITEM
        6. EXHIBITS**
  Ex-31.1     Section
        302 Certification of Principal Executive Officer
 
 Ex-31.2     Section
        302 Certification of Principal Financial Officer
 
 Ex-32        Section
        906 Certification of Officers
   -8-
 
 **SIGNATURES**
 
 In
        accordance with 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.**
 (Registrant)
 
 Date:
        November 19,
        2007
 
 By:
        /s/ Dan Kelly
 Dan
        Kelly
 Chief
        Financial Officer and Director
 
 Date:
        November 19, 2007
 
 By:
        /s/ James Altucher
 President  and
        Chairman




-9-