UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C.
 
 FORM 10-Q
 
 [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 March 31, 2010
 
 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)
 
 15 Broad Street, Apt. 2624, New York, New York 10005
 Address of principal executive offices
 
 Registrant’s telephone number, including area code:
(513) 871-7223
 
 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   
 
 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 ■
 
 Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act)    YES ■   NO □
 
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS DURING THE PRECEEDING FIVE YEARS:
 
 Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court.Yes □ No □
 
 
 APPLICABLE ONLY TO CORPORATE ISSUERS
 
 State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of May 17, 2010, the Company had 15,276,411 shares of $0.10 par value common stock issued and outstanding.
 
 TABLE OF CONTENTS
 PagePart I
Financial InformationItem 1.
Financial Statements
F-1Balance Sheets as of March 31, 2010 and December 31, 2009(Unaudited)
F-1Statements of Expenses for the Three Months ended  March 31, 2010 and 2009 (Unaudited)
F-2Statements of Cash Flows for the Three  Months Ended March 31, 2010 and 2009 (Unaudited)
F-3Notes to the Interim Financial Statements (Unaudited)
F-4Item 2.
Management’s Discussion and Analysis of FinancialCondition and Results of Operations
3Item 3.
Quantitative and Qualitative Disclosures About Market Risk
4Item 4.
Controls and Procedures
5Part II
Other Information
5Item 1.
Legal Proceedings
5Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
5Item 3.
Defaults Upon Senior Securities
5Item 4.
Submission of Matters to a Vote of Security Holders
5Item 5.
Other Information
5Item 6.
Exhibits
5Signatures

6Ex-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
 
 BEAUTY BRANDS GROUP, INC.
 BALANCE SHEETS
 (unaudited)
 
 
 
 March 31,


December 31,2010


2009ASSETSTotal assets

$
-


$
-LIABILITIES AND STOCKHOLDERS’ (DEFICIT)Total liabilities

$
-


$
-Stockholders’ equity (deficit):Common stock, $.10 par value, 100,000,000 shares authorized;15,276,411 shares issued and outstanding


1,527,641



1,527,641Additional paid in capital


1,830,523



1,821,106Accumulated deficit


(3,358,164
)


(3,348,747
)Total stockholders’ (deficit)






-Total liabilities and stockholders’ (deficit)

$
-


$
-
 
 
 
 
 See accompanying notes to unaudited financial statements
 
 
 F-1
 BEAUTY BRANDS GROUP, INC.
 STATEMENTS OF EXPENSES
 (unaudited)
 
 
 Three Months EndedMarch 31,2010


2009Operating expensesGeneral &administrative costs

$
9,417


$
10,741Net loss

$
(9,417
)

$
(10,741
)Basic and diluted net loss per common share

$
(0.00
)

$
(0.00
)Weighted Average Number Of Common Shares Outstanding


15,276,411



15,276,411
 
 
 
 
 
 
 
 
 
 
 
 
 
 See accompanying notes to unaudited financial statements
 
 F-2
 BEAUTY BRANDS GROUP, INC.
 STATEMENTS OF CASH FLOWS
 (unaudited)
 
 
 Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(9,417
)


(10,741
)Changes in operating liabilities:Accounts payable






4,253Net cash used in operating activities


( 9,417
)


(6,488
)CASH FLOWS FROM FINANCING ACTIVITES:Capital contribution


9,417



6,488Net cash provided by financing activities


9,417



6,488Increase in Cash


-



-Cash, Beginning of Period


-



- -Cash, End of Period

$
-


$
-Supplemental Disclosure of Cash Flow Information:Interest paid

$
-


$
-Income taxes paid

$
-


$
-
 
 
 
 
 
 
 See accompanying notes to unaudited financial statements
 
 F-3
 BEAUTY BRANDS GROUP, INC.
 NOTES TO FINANCIAL STATEMENTS
 (unaudited)
 
 
 NOTE 1 – BASIS OF PRESENTATION
 
 The accompanying unaudited interim financial statements of Beauty Brands Group, Inc. (“Beauty Brands”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Beauty Brand’s Annual Report filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2009 as reported in the Form 10-K have been omitted.
 
 NOTE 2 – GOING CONCERN
 
 Beauty Brands has no assets and operations as of March 31, 2010.  These conditions raise substantial doubt as to Beauty Brands’ ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Beauty Brands is unable to continue as a going concern. Management is trying to raise additional capital through sales of common stock as well as seeking viable candidates to purchase Beauty Brands.
 
 
 NOTE 3 – RELATED PARTY TRANSACTION
 
 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. During the quarter ended March 31, 2010, $9,417 was contributed.
 
 
 
 
 F-4
 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 March 31, 2010 and 2009, respectively, and the financial condition of the Company at March 31, 2010. The discussion and analysis should be read in conjunction with the financial statements and accompanying notes included herein, as well as the Company’s audited financial statements for the year ended December 31, 2009 included in Company’s Annual Statement on Form 10K filed on March 31, 2010.
 
 Safe Harbor for Forward-Looking Statements
 
 Statements included in the Quarterly Report filed on Form 10-Q that do not relate to present or historical conditions are “forward-looking statements.” Forward-looking statements may include, without limitation, statements relating to our plans, 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 Annual Statement on Form 10K filed on March 31, 2010.
 
 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.
 
 3
 The decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of the opportunity’s management and personnel, the anticipated acceptability of products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. Further, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. The Company will be partially dependent upon the management of any given business opportunity to identify such problems and to implement, or be primarily responsible for the implementation of required changes.
 
 Since we may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth, it should be emphasized that the Company may incur risk due to the failure of the target’s management to have proven its abilities or effectiveness, or the failure to establish a market for the target’s products or services, or the failure to realize profits.
 
 The Company does not 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 such activities through loans or further investment in the Company to be made by them as and when necessary.
 
 Results of Operations for the Three Month Periods Ended March 31, 2010 and 2009
 
 The Company has not generated revenue for the three month periods ending March 31, 2010 and 2009.
 
 The Company had general and administrative expenses of $9,417 during the three months ended March 31, 2010 resulting in a net loss of $9,417.  During the same period in 2009, the Company experienced $10,741 in general and administrative expenses, resulting in a net loss of $10,741.  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 an accumulated 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 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.
 
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 
 The Company is not materially affected by market risk.
 
 4
 ITEM 4. 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)) and have concluded that the disclosure controls and procedures are not effective due to a material weakness.  The material weakness is due to a lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by another professional with accounting expertise.  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.
 
 Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
 
 Changes in Internal Control over Financial Reporting
 
 There was no significant change in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 PART II - OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
 
 The Company is not a party to any material pending legal proceedings. No such action is contemplated by the Company nor, to the best of its knowledge, has any action been threatened against the Company.
 
 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 OfficerEx-31.2
Section 302 Certification of Principal Financial OfficerEx-32
Section 906 Certification of Officers
 
 
 5
 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: May 17, 2010
 By: /s/ Dan Kelly
 Dan Kelly
 Chief Financial Officer and Director
 
 Date: May 17, 2010
 
 By: /s/ James Altucher
 President and Chairman
 
 
 
 
 
 
 
 
 
 
 
 
 
 6