**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10-QSB**





**[
                X ]**
            **QUARTERLY
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      quarterly period ended  **March
      31, 2007**





**[   
                ]**
            **TRANSITION
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from  to




**Commission
      file number** **000-51225**




**MAKEUP.COM
                LIMITED**(Exact
                name of small business issuer as specified in its
                charter)




**Nevada**
              (State
                or other jurisdiction
              of
                incorporation or organization)
            **43-2041643**
              (I.R.S.
                Employer
              Identification
                No.)**3388
                Via Lido, Newport Beach, California, 92663**
              (Address
                of principal executive offices)**1-866-347-5057**
              (Issuer’s
                telephone number)(Former
                name, former address and former fiscal year, if changed since last
                report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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.


**[
      X ] Yes  [   ] No**





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


**[  
      ] Yes  [ X ] 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.





**Class**
              
              common
                stock - $0.001 par value
            **Outstanding
                at May 11****,
                2007**
              44,831,250





Transitional
      Small Business Disclosure Format (Check one): **Yes
      [   ] No [ X ]**











**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements.**




**MAKEUP.COM
        LIMITED**
 **CONDENSED
        CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        AT MARCH 31, 2007 AND DECEMBER 31, 2006**
 **AND
        FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2007 AND 2006**
 **(UNAUDITED)**





2
   **MAKEUP.COM
        LIMITED**
 **CONDENSED
        CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
        31, 2007 AND DECEMBER 31, 2006**


**March
                  31,**
              
              **December
                  31,****2007**
              
              **2006****(Unaudited)****ASSETS**Current
                  assets:Cash
              
              $
              75,454
              
              $
              62,611Accounts
                  receivable, less allowances of $1,588 and $297,
                  respectively
              
              
              4,765
              
              
              20,793Inventory
              
              
              363,542
              
              
              320,216Prepaid
                  expenses and deposits
              
              
              52,617
              
              
              30,622Total
                  current assets
              
              
              496,378
              
              
              434,242Fixed
                  assets, net of $83,076 and $61,498 accumulated
                  depreciation
              
              
              105,459
              
              
              114,560Deposit
              
              
              70,000
              
              
              70,000Intangible
                  assets
              
              
              333,334
              
              
              333,333Total
                  assets
              
              $
              1,005,171
              
              $
              952,135**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**Current
                  liabilities:Accounts
                  payable and accrued liabilities
              
              $
              313,191
              
              $
              315,121Advances
                  payable
              
              
              2,841,738
              
              
              2,545,901Note
                  payable
              
              
              339,482
              
              
              339,178Due
                  to related parties
              
              
              13,409
              
              
              4,156Deferred
                  rent
              
              
              4,673
              
              
              -Total
                  current liabilities
              
              
              3,512,493
              
              
              3,204,356Commitments
                  and contingenciesStockholders'
                  deficit:Common
                  stock $0.001 par value, 200,000,000 authorized;44,831,250
                  issued and outstanding at March 31, 2007 and December 31,
                  2006
              
              
              44,831
              
              
              44,831Accumulated
                  deficit
              
              
              (2,545,610
              )
              
              (2,287,035
              )Accumulated
                  other comprehensive loss
              
              
              (6,543
              )
              
              (10,017
              )Total
                  stockholders' deficit
              
              
              (2,507,322
              )
              
              (2,252,221
              )Total
                  liabilities and stockholders' deficit
              
              $
              1,005,171
              
              $
              952,135
  
 **See
          accompanying notes to unaudited condensed consolidated financial
          statements.**
 3
   **MAKEUP.COM
        LIMITED**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 **FOR
        THE THREE MONTH PERIODS ENDED MARCH 31, 2007 and 2006**
 **(UNAUDITED)**
 
 **2007**
              
              **2006**Sales
              
              $
              113,941
              
              $
              58,939Cost
                  of goods sold
              
              
              105,647
              
              
              44,110Gross
                  profit
              
              
              8,294
              
              
              14,829Operating
                  expenses:General
                  and administrative
              
              
              190,037
              
              
              146,300Net
                  loss from continuing operations before interest expenseand
                  discontinued operations
              
              
              (181,743
              )
              
              (131,471
              )Interest
                  expense
              
              
              (6,575
              )
              
              -Net
                  loss from continuing operations before discontinued
                  operations
              
              
              (188,318
              )
              
              (131,471
              )Loss
                  from discontinued operations
              
              
              (70,257
              )
              
              (76,819
              )Net
                  loss
              
              $
              (258,575
              )
              $
              (208,290
              )Net
                  loss per share - basic and diluted:Continuing
                  operations
              
              $
              (0.01
              )
              $
              (131.47
              )Discontinued
                  operations
              
              $
              (0.00
              )
              
              (76.82
              )Net
                  loss per share
              
              $
              (0.01
              )
              $
              (208.29
              )Weighted
                  average number of shares outstanding -basic
                  and diluted
              
              
              44,831,250
              
              
              1,000




**See
        accompanying notes to unaudited condensed consolidated financial
        statements.**
  4






**MAKEUP.COM
        LIMITED**
 **CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT AND COMPREHENSIVE
        LOSS**
 **FOR
        THE THREE MONTH PERIODS ENDED MARCH 31, 2007 and 2006**
 **(UNAUDITED)**
   **Common
                  Stock **Issued****
              
              
              
              **Accumulated
                  Other****Number
                  of**
              
              
              
              **Accumulated**
              
              **Comprehensive****Shares**
              
              **Amount**
              
              **Deficit**
              
              **Income
                  (Loss)**
              
              **Total**Balance
                  January 1, 2006
              
              
              1,000
              
              $
              1
              
              $
              (1,022,873
              )
              $
              (12,226
              )
              $
              (1,035,098
              )Net
                  loss for the three month periodended
                  March 31, 2006
              
              
              -
              
              
              -
              
              
              (208,290
              )
              
              **-**
              
              
              (208,290
              )Foreign
                  currency exchange loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (896
              )
              
              (896
              )Comprehensive
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (209,186
              )Balance
                  at March 31, 2006
              
              
              1,000
              
              
              1
              
              
              (1,231,163
              )
              
              (13,122
              )
              
              (1,244,284
              )Net
                  loss for the nine month periodended
                  December 31, 2006
              
              
              -
              
              
              -
              
              
              (876,008
              )
              
              -
              
              
              (876,008
              )Foreign
                  currency exchange gain
              
              
              -
              
              
              -
              
              
              -
              
              
              3,105
              
              
              3,105Comprehensive
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (872,903
              )Merger
                  of Makeup.com Limitedand
                  Makeup Incorporated
              
              
              44,830,250
              
              
              44,830
              
              
              (179,864
              )
              
              -
              
              
              (135,034
              )Balance
                  at December 31, 2006
              
              
              44,831,250
              
              
              44,831
              
              
              (2,287,035
              )
              
              (10,017
              )
              $
              (2,252,221
              )Net
                  loss for the three month periodended
                  March 31, 2007
              
              
              -
              
              
              -
              
              
              (258,575
              )
              
              **-**
              
              
              (258,575
              )Foreign
                  currency exchange gain
              
              
              -
              
              
              -
              
              
              -
              
              
              3,474
              
              
              3,474Comprehensive
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (255,101
              )Balance
                  at March 31, 2007
              
              
              44,831,250
              
              $
              44,831
              
              $
              (2,545,610
              )
              $
              (6,543
              )
              $
              (2,507,322
              )


**See
        accompanying notes to unaudited condensed consolidated financial
        statements.**
  5







**MAKEUP.COM
      LIMITED**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE MONTH PERIODS ENDED MARCH 31, 2007 and 2006**


**(UNAUDITED)**






**2007**
            
            **2006**Cash
                flows from operating activities:Net
                loss
            
            $
            (258,575
            )
            $
            (208,290
            )Adjustments
                to reconcile net loss to net cash (used in) provided by operating
                activities:Depreciation
            
            
            21,578
            
            
            4,308Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            16,028
            
            
            496Inventory
            
            
            (43,326
            )
            
            9,657Prepaid
                expenses and deposits
            
            
            (21,995
            )
            
            (4,947
            )Due
                from affiliate
            
            
            -
            
            
            (29,013
            )Accounts
                payable and accrued liabilities
            
            
            (1,930
            )
            
            (4,258
            )Interest
                on note payable
            
            
            304
            
            
            -Due
                to related parties
            
            
            9,253
            
            
            236,256Deferred
                rent
            
            
            4,673
            
            
            787Net
                cash (used in) provided by operating activities
            
            
            (273,990
            )
            
            4,996Cash
                flows from investing activities:Acquisition
                of fixed assets
            
            
            (12,477
            )
            
            -Net
                cash used in investing activities
            
            
            (12,477
            )
            
            -Cash
                flows from financing activities:Acquisition
                of domain name
            
            
            (1
            )
            
            -Increase
                in advances payable
            
            
            295,837
            
            
            20,000Net
                cash provided by financing activities
            
            
            295,836
            
            
            20,000Effects
                of foreign currency exchange
            
            
            3,474
            
            
            (896
            )Net
                increase in cash
            
            
            12,843
            
            
            24,100Cash,
                beginning of the period
            
            
            62,611
            
            
            7,152Cash,
                end of the period
            
            $
            75,454
            
            $
            31,252Supplemental
                disclosure of non-cash investing and financing activities:Cash
                paid during the period:Taxes
            
            $
            -
            
            $
            -Interest
            
            $
            -
            
            $
            -







**See
        accompanying notes to unaudited condensed consolidated financial
        statements.**
  6
   **MAKEUP.COM
        LIMITED**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**







**1.**
            **ORGANIZATION
                AND PRINCIPAL
                ACTIVITIES**





Makeup.com
      Limited (“Makeup.com”) (formerly Tora Technologies Inc.) was incorporated on
      July 14, 2003 in the state of Nevada and is based in Newport Beach, California.
      The Company’s principal business was marketing custom embroidery products and
      services through the internet until July 6, 2006, when the Company cancelled
      their Service Contract and discontinued the business. On October 20, 2006,
      Makeup.com acquired Makeup Incorporated (“Makeup”), a Nevada company
      incorporated on February 12, 2004. Makeup is in the business of selling beauty
      products such as makeup and perfume on the Makeup.com website. Makeup’s wholly
      owned subsidiary Online Makeup Inc. (“Online”) was incorporated under the laws
      of the Province of British Columbia in Canada, on September 17, 2004. Online
      was
      in the business of warehousing and managing Makeup’s inventory until March 2007
      when Makeup moved their inventory to an independent fulfillment warehouse in
      the
      United States.





The
      acquisition of Makeup by Makeup.com was treated as a reverse acquisition whereby
      Makeup was treated as the acquirer and Makeup.com as the acquiree because of
      a
      change of control in the controlling shareholder of Makeup.com and Makeup being
      the larger corporation. As a result of the reverse merger Makeup.com’s
      operations have been included in the Company’s consolidated financial statements
      from October 20, 2006 (date of acquisition). In these notes, the terms
“Company”, “we”, “us” or “our” mean Makeup.com.





**Basis
      of Presentation**





The
      unaudited condensed consolidated financial statements included herein have
      been
      prepared in accordance with accounting principles generally accepted in the
      United States for interim financial information and with the instructions to
      Form 10-QSB and Item 310(b) of Regulation S-B.  They
      do
      not include all information and notes required by generally accepted accounting
      principles for complete financial statements. However, except as disclosed
      herein, there has been no material changes in the information disclosed in
      the
      notes to condensed consolidated financial statements included in the Annual
      report on Form 10-KSB of Makeup.com Limited for the year ended December 31,
      2006 . In
      the
      opinion of management, all adjustments (including normal recurring accruals)
      considered necessary for a fair presentation have been included. Operating
      results for the three month period ended March 31, 2007 are not necessarily
      indicative of the results that may be expected for any other interim period
      or
      the entire year. For further information, these condensed consolidated unaudited
      financial statements and the related notes should be read in conjunction with
      the Company’s consolidated audited financial statements for the year ended
      December 31, 2006 included in the Company’s report on Form 10-KSB.





**2.**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES**





**Principles
      of Consolidation**





The
      Company’s consolidated financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States.





These
      consolidated financial statements include the financial statements of Makeup.com
      and its wholly owned subsidiaries. All significant intercompany balances and
      transactions have been eliminated from the consolidated financial results.





Certain
      amounts in the prior periods condensed consolidated financial statements and
      notes have been reclassified to conform to the current period’s
      presentation.




7


**MAKEUP.COM
        LIMITED**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**


**2.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES**(Continued)


**Cash
      and Cash Equivalents**





Makeup.com
      considers all highly liquid instruments with an original maturity or remaining
      maturity at the date of purchase of three months or less to be cash equivalents.
      At March 31, 2007 and December 31, 2006, the Company did not have any cash
      equivalents.





**Accounts
      Receivable**





Receivables
      represent valid claims against debtors for sales arising on or before the
      balance sheet date and are reduced to their estimated net realizable value.
      An
      allowance for doubtful accounts is based on an assessment of the collectiblity
      of all past due accounts. At March 31, 2007, all of the accounts were considered
      collectable and at December 31, 2006, an allowance for doubtful accounts of
      $297
      was set up.





**Accounting
      Estimates**





The
      preparation of the consolidated 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
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the consolidated financial statements and the
      reported amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.





The
      Company’s consolidated financial statements are based on a number of estimates,
      including accruals for estimated accounting, auditing and legal expenses,
      estimates for obsolete inventory and product returns and estimated useful lives
      and impairment of intangible and long-lived assets.





**Fixed
      Assets**





Fixed
      assets consist of computer hardware, computer software, leasehold improvements,
      furniture and equipment and are stated at cost and depreciated or amortized,
      net
      of salvage value, using the straight-line method over the estimated useful
      lives
      of the assets, or lease term if shorter.





Management
      assesses the recoverability of the carrying amount of computer hardware and
      software and furniture and equipment if certain events or changes in current
      circumstances, indicate that the carrying value of such assets may not be
      recoverable, such as a significant change in business conditions in a particular
      market. If we determine that the carrying value of an asset is not recoverable
      based on expected undiscounted future cash flows, excluding interest charges,
      we
      will record an impairment loss equal to the excess of the carrying amount of
      the
      asset over its fair value.




8






**MAKEUP.COM
        LIMITED**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**




**2.**
                **SUMMARY
                    OF SIGNIFICANT ACCOUNTING POLICIES**(Continued)


**Fixed
      Assets** (Continued)





Long-lived
      assets are evaluated for impairment whenever events or changes in circumstances
      indicate that the carrying amount of such assets may not be recoverable. 
The estimated future cash flows are based upon, among other things, assumptions
      about expected future operating performance and may differ from actual cash
      flows.  Long-lived assets evaluated for impairment are
      grouped with other assets and liabilities to the lowest level for which
      identifiable cash flows are largely independent of the cash flows of other
      groups of assets and liabilities.  If the sum of the projected undiscounted
      cash flows (excluding interest) is less than the carrying value of the assets,
      the assets will be written down to the estimated fair value in the period in
      which the determination is made. Management has determined that there was no
      impairment of long-lived assets at March 31, 2007 and December 31,
      2006.





**Financial
      Instruments**




***Foreign
      Exchange Risk***





The
      Company is subject to foreign exchange risk for sales and purchases denominated
      in foreign currencies. Foreign currency risk arises from the fluctuation of
      foreign exchange rates and the degree of volatility of these rates relative
      to
      the United States dollar. The Company does not believe that it has any material
      risk due to foreign currency exchange.





***Fair
      Value of Financial Instruments***





The
      Company’s financial instruments include cash, accounts receivable, accounts
      payable and accrued liabilities, advances payable and note payable. The fair
      value of these financial instruments approximate their carrying values due
      to
      their short maturities.





***Concentration
      of Credit Risk***





Financial
      instruments that potentially subject the Company to significant concentrations
      of credit risk consist principally of cash and trade accounts receivable and
      payable.





The
      Company places its cash with various high quality financial institutions and,
      by
      policy, limits the amount of credit exposure with any one financial institution.
      As part of its cash management process, the Company performs periodic
      evaluations of the relative credit standing of these financial
      institutions.





Receivables
      arising from sales to customers are generally not significant individually
      and
      are not collateralized. Management continually monitors the financial condition
      of its customers to reduce the risk of loss. None of the Company’s end-user
      customers account for more than 10% of net revenues. Substantially, all
      customers remit payment for their purchases through credit cards. At March
      31,
      2007 and December 31, 2006, the Company had $0 and $3,903 respectively in trade
      accounts receivable from major credit card companies.




9


**MAKEUP.COM
            LIMITED**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
   **2.**
                **SUMMARY
                    OF SIGNIFICANT ACCOUNTING POLICIES**(Continued)





**Financial
      Instruments** (Continued)





During
      the three month periods ended March 31, 2007 and 2006, aggregate inventory
      purchases from three and four vendors totaled approximately $83,092 and $20,522
      or 63% and 92%, of net sales, respectively. We had a total of $22,885 and $6,876
      due to two and one of these vendors at March 31, 2007 and December 31, 2006,
      respectively. While the Company frequently monitors and manages this risk,
      loss
      of one or more of the Company’s vendors could have a material adverse effect on
      the Company.





**Foreign
      Currency Translation and Transaction**





The
      functional currency for Makeup.com’s foreign subsidiary is the Canadian Dollar.
      Makeup.com translates assets and liabilities to US dollars using period-end
      exchange rates and translates revenues and expenses using average exchange
      rates
      during the period. Exchange gains and losses arising from translation of foreign
      entity financial statements are included as a component of other comprehensive
      loss.





Transactions
      denominated in currencies other than the functional currency of the legal entity
      are re-measured to the functional currency of the legal entity at the period-end
      exchange rates. Any associated transactional currency re-measurement gains
      and
      losses are recognized in current operations.





**Advertising
      and Research and Development Costs**





Advertising
      costs are expensed at first showing or distribution of the advertisement and
      were approximately $50,000 and $50,000 for the three month periods ended March
      31, 2007 and 2006, respectively. Research and development costs are expensed
      as
      incurred. Research and development costs amounted to $0 in each of the three
      month periods ended March 31, 2007 and 2006.





**Prepaid
      Marketing and Deposit**





***Prepaid
      Marketing*** ******





Makeup.com
      recognizes up front advance payments for marketing fees in prepaid expenses.
      Prepaid marketing expenses consist of amounts paid to strategic marketing
      partners for future marketing services. These prepayments are expensed as
      marketing services are performed. **** The
      recoverability of these fees is subject to regular review by
      management.





***Deposits***





The
      Company was required to post a deposit with their online credit card payment
      processor to cover any fraudulent or refundable transactions to a maximum of
      $70,000. This deposit is not refundable until the Company ceases to use the
      services of this payment processor. At March 31, 2007 and December 31, 2006
      the
      Company had $70,000 on deposit with this online credit card payment
      processor.




10


**MAKEUP.COM
            LIMITED**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
   **2.**
                **SUMMARY
                    OF SIGNIFICANT ACCOUNTING POLICIES**(Continued)


**Capitalized
      Software Development Costs**





The
      Company complies with the American Institute of Certified Public Accountants
      (“AICPA”) Statement of Position (“SOP”) No. 98-1, “ *Accounting
      for Cost of Computer Software Developed or Obtained for Internal
      Use* ”
(“SOP
      98-1”), and Emerging Issues Task Force (“EITF”) Issue 00-2, “ *Accounting
      for Website Development Costs* ”.
      In
      accordance with SOP 98-1, software development costs incurred as part of an
      approved project plan that result in additional functionality to internal use
      software are capitalized and amortized on a straight-line basis over the
      estimated useful life of the software, which is one to five years.





**Revenue
      Recognition**





The
      Company recognizes revenue when goods are shipped to the customer and upon
      transfer of title and risk of loss of the related products to the customer.
      Revenue is recorded net of allowances for customer sales incentives and rebates.
      The allowances are accrued concurrently with the recognition of revenue and
      are
      determined based primarily upon customer arrangements and historical data.
      The
      Company accounts for these incentives in accordance with Emerging Issues Task
      Force No. 01-09 (“EITF 01-09”), *“Accounting
      for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s
      Products”,* which
      affirms that the payment of consideration by a vendor to a customer should
      not
      be recognized as an asset of the vendor and further affirms that they should
      be
      accounted for as a reduction of revenues.





The
      Company accounts for customer incentives for free product and services in
      accordance with EITF 00-21, *“Accounting
      for Revenue Arrangements with Multiple Deliverables",* which
      affirms that items to be delivered at a future date should be deferred and
      recorded as a current liability. **





Product
      returns are estimated in accordance with Statement of Financial Accounting
      Standards No. 48 (SFAS 48”), *“Revenue
      Recognition when Right of Return Exists”* .
      The
      Company also ensures that the other criteria in SFAS 48 have been met prior
      to
      recognition of revenue:





-the
      price is fixed or determinable;


-the
      customer is obligated to pay and there are no contingencies surrounding the
      obligation or the payment;


-the
      customer’s obligation would not change in the event of theft or damage to the
      product;


-the
      customer has economic substance;


-the
      amount of returns can be reasonable estimated; and


-the
      Company does not have significant obligations for future performance in order
      to
      bring about resale of the product by the customer.





In
      accordance with EITF 99-19, “ *Reporting
      Revenue Gross as a Principal versus Net as an Agent* ”
(“EITF
      99-19”) we present revenues on a “gross” basis as we do not act as an agent
      and retain inventory risk.





We
      also
      offer coupons and discount programs. Discounts and coupons for “free products”
are redeemable only on purchases made or for products offered on our website.
      Discounts are included as a reduction in sales whereas coupons for “free
      products” are classified as “cost of sales” in our consolidated statements of
      operations.




11


**MAKEUP.COM
            LIMITED**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
   **2.**
                **SUMMARY
                    OF SIGNIFICANT ACCOUNTING POLICIES**(Continued)


**Comprehensive
      Loss**





Comprehensive
      loss reflects changes in equity that results from transactions and economic
      events from non-owner sources. The Company had $6,543 and $10,017 in accumulated
      other comprehensive losses at March 31, 2007 and December 31, 2006,
      respectively, from its foreign currency translation. As a result, total
      comprehensive losses at March 31, 2007 and December 31, 2006 were $255,101
      and
      $1,082,089, respectively.





**Inventories**





Inventories
      are stated at the lower of cost or market under the first-in, first-out method.
      At March 31, 2007 and December 31, 2006 $5,406 and $28,863, respectively in
      obsolete inventory was written off. The Company determined that no additional
      reserves for inventory obsolescence or slow moving goods were required at March
      31, 2007 and December 31, 2006.





We
      have
      arrangements with certain drop shippers whereby we do not purchase or pay for
      merchandise until the merchandise is ultimately sold and shipped to our
      customer. Drop shipper revenues are included in sales in the Company’s condensed
      consolidated statements of operations.





**Intangible
      Asset**




In
      accordance with the Statement of Financial
      Accounting Standards (“SFAS ”)
      SFAS
      No. 142, *"Goodwill
      and Other Intangible Assets,"* the
      Company classifies its intangible assets as intangible assets with
      indefinite lives not subject to amortization. The Company tests its intangible
      assets for impairment at least annually or more frequently if events or
      circumstances indicate that such intangible assets might be impaired. The
      Company’s intangible assets are the domain names makeup.com and
      makeupinvestor.com. The Company determines the fair value of these assets by
      obtaining a third party appraisal on an annual basis. Management believes the
      intangible assets were recorded at fair value and no impairment exists at March
      31, 2007 or December 31, 2006.




**Discontinued
      Operations**





SFAS
      No.
      146 *“Accounting
      for Costs Associated with Exit or Disposal Activities”* requires
      that costs associated with exit or disposal activities be recognized when the
      costs are incurred, rather than at the date of commitment of an exit or disposal
      plan. Under SFAS No. 146, a liability related to an exit or disposal activity
      is
      not recognized, or measured initially at fair value, until such liability has
      actually been incurred.





During
      March 2007, the Company moved their inventory to an independent fulfillment
      warehouse in the United States, subsequent to the move Online, ceased to be
      in
      the business of warehousing Makeup’s inventory. As a result of changing
      fulfillment houses Online’s net operating losses have been recorded in loss from
      discontinued operations in our condensed consolidated financial statements.
      For
      the three month periods ended March 31, 2007 and 2006, we recorded losses from
      discontinued operations of $70,257 and $76,819, respectively. At
      March
      31, 2007, our loss from discontinued operations includes the estimated liability
      associated with the exit activities of Online.




12






**MAKEUP.COM
        LIMITED**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**


**2.**
                **SUMMARY
                    OF SIGNIFICANT ACCOUNTING POLICIES**(Continued)


**Recent
      Accounting Pronouncements**




In
      July 2006, the Financial
      Accounting Standards Board (“ FASB”)
      issued FASB Interpretation No. 48 ("Interpretation No. 48"), *"Accounting
      for Uncertainty*  *in
      Income Taxes"* .
      Interpretation No. 48 clarifies the accounting for uncertainty in income
      taxes recognized in an enterprise's financial statements in accordance with
      SFAS
      No. 109, *"Accounting
      for Income Taxes”.* Interpretation No. 48 prescribes a recognition threshold and measurement
      attribute for the financial statement recognition and measurement of a tax
      position taken or expected to be taken in a tax return. Interpretation
      No. 48 also provides guidance on derecognition, classification, interest
      and penalties, accounting in interim periods, disclosure and transition.
      Interpretation No. 48 was effective beginning January 1, 2007. The
      adoption of Interpretation No. 48 did not have a material impact on the
      Company’s consolidated financial statements.




In
      February 2006, the FASB issued SFAS No. 155 (“SFAS 155”), “ *Accounting
      for Certain Hybrid Financial Instruments - an amendment of FASB Statements
      No.
      133 and 140”.* This
      Statement amends FASB Statements No. 133, “ *Accounting
      for Derivative Instruments and Hedging Activities* ”,
      and
      No. 140, “ *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* ”.
      This
      Statement resolves issues addressed in Statement 133 Implementation Issue No.
      D1, “ *Application
      of Statement 133 to Beneficial Interests in Securitized Financial
      Assets* .”
This
      statement is effective for all financial instruments acquired or issued after
      the beginning of an entities first fiscal year that begins after September
      15,
      2006. Adoption of SFAS
      155
      did not have a material impact on the Company’s consolidated financial
      statements.





In
      March
      2006, the FASB issued SFAS No. 156 (“SFAS 156”), “ *Accounting
      for Servicing of Financial Assets - an amendment of FASB Statement No.
      140* ”.
      SFAS
      156 amends SFAS No. 140, “ *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishment of
      Liabilities* ,”
with
      respect to accounting for separately recognized servicing assets and servicing
      liabilities. SFAS 156 is effective for fiscal years that begin after September
      15, 2006, with early adoption permitted as of the beginning of an entity’s
      fiscal year. The Company does not have any servicing assets or servicing
      liabilities and, accordingly, the adoption of SFAS 156 did not have a material
      impact on the Company’s consolidated financial statements.




In
      September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), *"Fair
      Value Measurements”.* SFAS
      157
      defines fair value, establishes a framework for measuring fair value and expands
      disclosure requirements about fair value measurements. SFAS 157 will be
      effective for the Company on January 1, 2008. Adoption of SFAS 157 is not
      expected to have a material impact on the Company’s consolidated financial
      statements.





13


**MAKEUP.COM
        LIMITED**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**






**2.**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES**(Continued)





**Recent
      Accounting Pronouncements** (Continued)




In
      September 2006, the FASB issued SFAS 158 (“SFAS 158”), *“Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans, an
      amendment of FASB Statements No. 87, 88, 106, and 132(R)”.* This
      statement requires an employer to recognize the over funded or under funded
      status of a defined benefit postretirement plan as an asset or liability in
      its
      statement of financial position and to recognize changes in that funded status
      in the year in which the changes occur through comprehensive income of a
      business entity. This statement also requires an employer to measure the funded
      status of a plan as of the date of its year end statement of financial position,
      with limited exceptions. The Company will be required to initially recognize
      the
      funded status of a defined benefit postretirement plan and to provide the
      required disclosures as of the end of the fiscal year ending after
      December 15, 2006. The requirement to measure plan assets and benefit
      obligations as of the date of the employer’s fiscal year end statement of
      financial position is effective for fiscal years ending after December 15,
      2008, or fiscal 2009 for the Company. Adoption of SFAS 158 is not expected
      to
      have a material impact on the Company’s consolidated financial statements.




In
      February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), *"The
      Fair Value Option for Financial Assets and Financial Liabilities—Including an
      amendment of FASB Statement No. 115”.* SFAS
      159
      permits entities to choose to measure many financial instruments and certain
      other items at fair value. Unrealized gains and losses on items for which the
      fair value option has been elected will be recognized in earnings at each
      subsequent reporting date. SFAS 159 will be effective for the Company on
      January 1, 2008. Adoption of SFAS 159 is not expected to have a material
      impact on the Company’s consolidated financial statements.




**3.**
            **GOING
                CONCERN**




From
      the
      date of inception, February 12, 2004 until June 2005, the Company was developing
      the Makeup.com website, sourcing beauty products and setting up their warehouse
      and corporate operations. During the first quarter of 2005, the Company
      commenced selling beauty products on the website and focused on increasing
      product lines and sales. As such, the Company has accumulated a deficit of
      approximately $2.5 million to date and will require additional financing to
      support their operations until such time as they achieve positive cash flows
      from operations. These factors raise substantial doubt about the Company’s
      ability to continue as a going concern. The Company’s ability to achieve and
      maintain profitability and positive cash flow is dependent upon increasing
      their
      sales, increasing their product lines, globally expanding their sales market
      and
      controlling operating costs. Based upon current plans, the Company expects
      to
      incur operating losses in future periods. The Company plans to mitigate these
      operating losses through outsourcing their fulfillment house, increasing sales,
      globally expanding their market. The Company plans to obtain sufficient working
      capital through additional debt or equity financing. There is no assurance
      that
      the Company will be able to reduce costs by outsourcing their fulfillment house,
      increase sales, globally expand their market or raise additional debt or equity
      funds in the future. The accompanying consolidated financial statements do
      not
      include any adjustments that might be necessary if the Company is unable to
      continue as a going concern.




14


**MAKEUP.COM
        LIMITED**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**








**4**.
            **BALANCE
                SHEET DETAIL**





******Inventories**
            
            **March
                31,**
              **2007**
            
            **December
                31,**
              **2006**Goods
                for resale
            
            $
            363,014
            
            $
            300,624Goods
              in transit
            
            
            528
            
            
            19,592**$**
            **363,542**
            
            **$**
            **320,216**




**Prepaid
                expenses and deposits**
            
            
            **March
                31,**
              **2007**
            
            
            **December
                31,**
              **2006**Other
                prepaid deposits
            
            $
            30,347
            
            $
            22,450Prepaid
              marketing
            
            
            20,740
            
            
            364Other
              prepaid expenses
            
            
            1,530
            
            
            7,808**$**
            **52,617**
            
            **$**
            **30,622**




**Fixed
                assets**
            
            
            **March
                31,**
              **2007**
            
            
            **December
                31,**
              **2006**Computer
              equipment and software
            
            $
            178,311
            
            $
            165,834Equipment
            
            
            8,420
            
            
            8,420Leasehold
                improvements
            
            
            1,804
            
            
            1,804Book
              value
            
            
            188,535
            
            
            176,058Less:
                accumulated depreciation
            
            
            (83,076
            )
            
            (61,498
            )**$**
            **105,459**
            
            **$**
            **114,560**






**5.**
            **ADVANCES
                PAYABLE**





At
      March
      31, 2007 and December 31, 2006, the Company had advances payable totaling
      $2,841,738 and $2,545,901, respectively, from third parties. These advances
      are
      non-interest bearing, have no fixed terms of repayment and are unsecured. The
      Company has begun negotiations to term these advances out at a future date.





**6.**
            **NOTE
                PAYABLE**





At
      March
      31, 2007 and December 31, 2006, the Company had a note payable to a former
      related company in the amount of $333,333. This note is payable on demand,
      unsecured and bears interest
      at 8% which is payable monthly. At March 31, 2007 and December 31, 2006, $6,149
      and $5,845 respectively, in interest had been accrued on this note.





15






**MAKEUP.COM
        LIMITED**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**


**7.**
            **DUE
                TO RELATED PARTIES**





At
      March
      31, 2007 and December 31, 2006, the Company was indebted to its directors in
      the
      amounts of $13,409 and $4,156 for expenses that these directors paid on behalf
      of the Company.





**8****.**
            **SEGMENT
                INFORMATION**





Makeup.com
      operates in a single business segment, the sale of beauty products in the United
      States.





**9.**
            **COMMITMENT**





**Lease
      Commitment**





The
      Company leases warehouse space in Canada under a non-cancelable operating lease
      which expires in December 31, 2009. Rent expense (including taxes, repairs
      and
      maintenance and management fees) under this operating lease, included in
      continuing operations were $13,018 and $9,802 for the three month periods ended
      March 31, 2007 and 2006 respectively. During March 2007, the Company moved
      their
      inventory from this Canadian warehouse to an independent fulfillment warehouse
      in the United States. The Company plans to sublease the Canadian
      warehouse.





On
      March
      1, 2007, the Company entered into an agreement with an independent fulfillment
      warehouse in the United States whereby the fulfillment house will store,
      receive, relieve and ship inventory on behalf of the Company. The agreement
      is
      for one year commencing March 1, 2007, renewable on a yearly basis, requires
      a
      minimum storage fee of $2,000 per month and shipping and receiving services
      are
      charged on a per item basis.





Future
      minimum lease payments required under non-cancelable operating lease agreements
      existing at March 31, 2007 were:




**For
                  the Years Ended March 31**
              
              **Amount**2008
              
              $
              73,7562009
              
              
              37,2892010
              
              
              27,966$
              139,011


16




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




**Forward-Looking
      Statements**




Certain
      information included in this Form 10-QSB and other materials filed or to be
      filed by us with the Securities and Exchange Commission (as well as information
      included in oral or written statements made by us or on our behalf), may contain
      forward-looking statements about our current and expected performance trends,
      growth plans, business goals and other matters.  These statements may be
      contained in our filings with the Securities and Exchange Commission, in our
      press releases, in other written communications, and in oral statements made
      by
      or with the approval of one of our authorized officers.  Words or phrases
      such as “believe,” “plan,” “will likely result,” “expect,” “intend,” “will
      continue,” “is anticipated,” “estimate,” “project,” “may,” “could,” “would,”
“should,” and similar expressions are intended to identify forward-looking
      statements.  These statements, and any other statements that are not
      historical facts, are forward-looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995, as codified in Section 27A
      of
      the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
      1934, as amended from time to time (the “Act”).




In
      connection with the “safe harbor” provisions of the Act, we have identified and
      filed important factors, risks and uncertainties that could cause our actual
      results to differ materially from those projected in forward-looking statements
      made by us, or on our behalf (see Part I, Item 1, “Risk Factors” included in our
      Form 10-KSB for the fiscal year ended December 31, 2006). These cautionary
      statements are to be used as a reference in connection with any forward-looking
      statements. The factors, risks and uncertainties identified in these cautionary
      statements are in addition to those contained in any other cautionary
      statements, written or oral, which may be made or otherwise addressed in
      connection with a forward-looking statement or contained in any of our
      subsequent filings with the Securities and Exchange Commission. Because of
      these
      factors, risks and uncertainties, we caution against placing undue reliance
      on
      forward-looking statements. Although we believe that the assumptions underlying
      forward-looking statements are reasonable, any of the assumptions could be
      incorrect, and there can be no assurance that forward-looking statements will
      prove to be accurate. Forward-looking statements speak only as of the date
      on
      which they are made. We do not undertake any obligation to modify or revise
      any
      forward-looking statement to take into account or otherwise reflect subsequent
      events or circumstances arising after the date that the forward-looking
      statement was made.




**General**




This
      discussion and analysis should be read in conjunction with our interim unaudited
      consolidated financial statements and related notes included in this Form 10-QSB
      and the audited consolidated financial statements and related notes thereto
      included in our Annual Report on Form 10-KSB for the fiscal year ended December
      31, 2006. The
      inclusion of supplementary analytical and related information herein may require
      us to make appropriate estimates and assumptions to enable us to fairly present,
      in all material respects, our analysis of trends and expectations with respect
      to our results of operations and financial position taken as a
      whole.




Makeup.com
      and its subsidiaries Makeup and Online mean “we”, “us” or “our” and will be
      referred to as such throughout the balance of this document.





We
      are in
      the business of selling beauty products on our website, www.makeup.com,
      primarily to customers residing in the United States. We are planning on
      expanding our market to other countries
      such as Canada, Germany and the United Kingdom within the next year. Our
      intention is to sell cosmetics worldwide.




17




**Our
      Objectives and Areas of Focus**





Our
      focus
      during 2007 is to continue our expansion into boutique products, which products
      are not as readily available to the consumer as the classic brand cosmetics.
      Our
      expansion will focus on be in the following areas:





(a)
            Brand
                expansion - whether it is boutique or classic brands, we will continue
                to
                provide the crème de la crème and the most sought after brands to our
                consumers,


(b)
            Organic
                - the organic category has been our strength since its inception
                in May
                2006 and we have a huge following in this category. New organic brands
                are
                selected based on the type of ingredients used as well the philosophy
                behind each brand,


(c)
            Baby
                boom - Another area of focus will be mothers and babies. We plan
                to source
                out products such as stretch mark creams and diaper creams,


(d)
            Sampling
                Program - we will include samples in each order to provide customers
                with
                an opportunity to experience new brands,


(e)
            Gift
                with Purchase - we will continue to offer limited edition promotional
                gifts with customer purchases, these promotional products change
                each
                month, and


(f)
            One-stop
                Beauty Destination - our goal is to make our makeup website a one-stop
                beauty destination, thus we are constantly monitoring consumer demand
                and
                changing tastes in our quest to meet our customer’s beauty regimen
                expectations.





In
      order
      to increase sales, add new customers, and retain our current customer base
      we
      will continue to implement and expand the following marketing, branding and
      customer loyalty programs:




(a)
              Introduce
                  gift certificates,
 (b)
              Add
                  customer incentive/loyalty programs to reward our customers for
                  new referrals
                  as well as for current purchases
                  made,
 (c)
              Create
                  customer ‘wish list’ (“gift registry”) functionality to encourage
                  additional product
                  purchases by existing customers, their friends and family membersthrough
                  this gift registry,
 (d)
              Introduce
                  value added propositions through dynamic content within the beauty
tips
                  section,
 (e)
              Increase
                  customer shipping options, and
 (f)
              Introduce
                  additional order payment methods.


Additionally,
      we are continually enhancing our web site to attract new customers and increase
      our customer base by:





(a)
            Adding
                a wider range of products,


(b)
            Making
                it easier to navigate through the
                site,


(c)
            Simplifying
                the check out process,


(d)
            Improving
                and simplifying the establishment and functionality of customer
                accounts,


(e)
            Making
                changes necessary to improve the natural web search through search
                engine
                optimization techniques,


(f)
            Adding
                customer account profiles to the website so customers can view their
                order
                history and current purchases, and


(g)
            Improving
                and adding security measures.





In
      adopting and implementing the aforementioned objectives, we hope to achieve
      a
      profit margin of 36 percent within the next 12 month period. During this period
      our profit margins will be below our target objectives while we are developing
      and increasing our customer base to stabilized acceptable levels. Our profit
      margins will be affected by our promotional activities including free and
      discounted shipping charges. Our profit margins, in the short term, will also
      be
      affected as we determine the best mix of products to maintain in inventory
      and
      better understand the market trends in our industry.




18




In
      an
      effort to reduce operating costs, administrative workload, personnel, and cross
      border shipping charges, we closed our warehouse operations in British Columbia
      and contracted with a fulfillment company to warehouse our inventory in Sumner,
      Washington in March 2007. This will allow us to close Online, eliminating
      administrative overlap, providing for better customer service, and quicker
      processing and shipping of orders to different countries at a lower cost. Most
      importantly, we will be able to inventory a larger and broader range of products
      and be less reliant upon drop shippers. As well, the relocation of our warehouse
      will enable us to use alternative shipping options in orders to reduce our
      current shipping costs by 50%. The shipping rate reduction will apply to
      approximately 80% of our customer base. As a result of moving our warehouse
      and
      not relying on Online to fulfill our warehousing requirements, Onlines net
      operating losses for the three month periods ended March 31, 2007 and 2006,
      have
      been reclassified to loss from discontinued operations in our unaudited
      condensed consolidated statements of operations.





Due
      to
      the temporary unforeseen difficulties with our warehouse move, product shipments
      were delayed for 285 customers. In adherence to our commitment to keep our
      customers satisfied, on April 6, 2007 we gave each of these customers a $20
      cash
      coupon that can be redeemed against future purchases. All coupons expire July
      31, 2007; we expect the majority of the coupons to be used by our customers.




**Challenges
      and Risks**





From
      the
      date of inception, February 12, 2004 until June 2005, we were developing our
      makeup.com website, sourcing beauty products and setting up our warehouse and
      corporate operations. During the first quarter of 2005, we commenced selling
      beauty products on our website and have been focused on increasing our product
      lines and sales. As such, we have accumulated a deficit of approximately $2.5
      million from inception to March 31, 2007. We will require additional capital
      and
      financing to support our operations, expand our product lines, and increase
      our
      inventory and to commence selling beauty products worldwide. These factors
      raise
      substantial doubt about our ability to continue as a going concern. Our ability
      to achieve and maintain profitability and positive cash flow is dependent upon
      increasing our sales, increasing our product lines, globally expanding our
      sales
      market and controlling operating costs. Based upon current plans, we expect
      to
      incur operating losses in future periods. We believe we will be able to fund
      our
      expansion and operations for at least the next twelve months through additional
      debt or equity financings. We plan to mitigate our operating losses through
      outsourcing our fulfillment house, increasing sales and globally expanding
      our
      market. However, failure to generate sufficient revenues or raise working
      capital will adversely affect our ability to achieve our ultimate business
      objectives. There is no assurance that we will be able to reduce our costs
      by
      outsourcing our fulfillment activities, achieve positive cash flows, increase
      sales, globally expand our market or raise additional debt or equity funds
      in
      the future. The accompanying unaudited condensed consolidated financial
      statements do not include any adjustments that might result from the outcome
      of
      these uncertainties or be necessary if we are unable to continue as a going
      concern.




**Critical
      Accounting Policies and Estimates**





An
      appreciation of our critical accounting policies is necessary to understand
      our
      financial results. These policies may require that we make difficult and
      subjective judgments regarding uncertainties, and as a result, such estimates
      may significantly impact our consolidated financial results. The precision
      of
      these estimates and the likelihood of future changes depend on a number of
      underlying variables and a range of possible outcomes. Other than our accounting
      for our revenue, inventory, prepaid expenses and deposits, financial instruments
      and intangible asset,
      our critical accounting policies do not involve the choice between alternative
      methods of accounting. We have applied our critical accounting policies and
      estimation methods consistently.




19




**Revenue
      Recognition**





We
      recognize revenue when goods are shipped to the customer and upon transfer
      of
      title and risk of loss of the related products to the customer. Revenue is
      recorded net of allowances for customer sales incentives and rebates. The
      allowances are accrued concurrently with the recognition of revenue and are
      determined based primarily upon customer arrangements and historical data.
      We
      account for these incentives in accordance with Emerging Issues Task Force
      No.
      01-09 (“EITF 01-09”), *“Accounting
      for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s
      Products”,* which
      affirms that the payment of consideration by a vendor to a customer should
      not
      be recognized as an asset of the vendor and further affirms that they should
      be
      accounted for as a reduction of revenues.





We
      account for customer incentives for free product and services in accordance
      with
      EITF 00-21, *“Accounting
      for Revenue Arrangements with Multiple Deliverables",* which
      affirms that items to be delivered at a future date should be deferred and
      recorded as a current liability. **





Product
      returns are estimated in accordance with Statement of Financial Accounting
      Standards No. 48 (SFAS 48”), *“Revenue
      Recognition when Right of Return Exists”* .
      The
      Company also ensures that the other criteria in SFAS 48 have been met prior
      to
      recognition of revenue:





-the
      price is
      fixed or determinable;


-the
      customer
      is obligated to pay and there are no contingencies surrounding the obligation
      or
      the payment;


-the
      customer’s obligation would not change in the event of theft or damage to the
      product;


-the
      customer
      has economic substance;


-the
      amount
      of returns can be reasonable estimated; and


-we
      do not
      have significant obligations for future performance in order to bring about
      resale of the product by the customer.





In
      accordance with EITF 99-19, “ *Reporting
      Revenue Gross as a Principal versus Net as an Agent* ”
(“EITF
      99-19”) we present revenues on a “gross” basis as we do not act as an agent
      and retain inventory risk.





We
      also
      offer coupons and discount programs. Discounts and coupons for “free products”
are redeemable only on purchases made or for products offered on our website.
      Discounts are included as a reduction in sales whereas coupons for “free
      products” are classified as “cost of sales” in our condensed consolidated
      statements of operations.





Product
      returns, subsequent to March 2007 were higher than anticipated due to product
      shipment delays, which were caused by the relocation of our warehouse from
      Canada to the United States. At March 31, 2007, we recorded a reserve for
      product returns of $1,609, which is about 50% higher than our historical return
      rate. Subsequent to March 31, 2007 we issued 285, $20 coupons to compensate
      customers for shipping delays.





We
      include the cost of products sold, including shipping and handling costs,
      inventory shrinkage and obsolete inventory write-offs in cost of goods sold.




20




We
      plan
      to include slow moving inventory as part of our promotional packages which
      we
      anticipate, at a minimum, will enable us to recover the cost of our inventory.
      We also expect this program to assist in reducing inventory obsolescence.




**Inventories**





Our
      inventories are stated at the lower of cost or market and are accounted for
      under the first-in, first-out method. During the first quarter of 2007 we
      removed approximately $5,400 in obsolete items from inventory.





We
      have
      arrangements with certain drop shippers whereby we do not purchase or pay for
      merchandise until the merchandise is ultimately sold and shipped to our
      customers. Drop shipper revenues are included in sales in our Consolidated
      Statements of Operations because we have risk of return on our drop shipper
      orders.




**Prepaid
      Marketing and Deposit**





**Prepaid
      Marketing** ****





We
      recognize advance payments for marketing fees as prepaid expenses. Prepaid
      marketing expenses consist of amounts paid to strategic marketing partners
      for
      future marketing services. These prepayments are expensed as marketing services
      are utilized, based on the fair values of the services received. We regularly
      review these fees for possible impairment.





**Deposit**





We
      were
      required to post a deposit with our online credit card payment processor to
      cover any fraudulent or refund transaction to a maximum of $70,000. This deposit
      is refundable when we cease to use these services.




**Financial
      Instruments**





**Concentration
      of Credit Risk**





Financial
      instruments that potentially subject us to significant concentrations of credit
      risk consist principally of cash and trade accounts receivable and accounts
      payable.





We
      place
      cash with various high quality financial institutions and, by policy, limit
      the
      amount of credit exposure with any one financial institution. As part of our
      cash management process, we perform periodic evaluations of the relative credit
      standing of these financial institutions.





Receivables
      arising from sales to individual customers are generally not significant and
      therefore are not collateralized. Our credit risk is minimized because
      substantially all customers remit payment through credit cards. None of our
      end-user customers account for more than 10% of net revenues. At March 31,
      2007
      we had $0, in trade accounts receivable from major credit card companies. We
      continually monitor the financial condition of our customers to reduce
      risk.





During
      the three month periods ended March 31, 2007 and 2006, aggregate inventory
      purchases from three and four vendors totaled approximately $83,092 and $20,522
      or 63% and 92%, of net sales, respectively. We had a total of $22,885 and $6,876
      due to two and one of these vendors at March 31, 2007 and December 31, 2006,
      respectively. While the Company frequently monitors and manages this risk,
      loss
      of one or more of the Company’s vendors could have a material adverse effect on
      the Company.




21




**Intangible
      Asset**





In
      accordance with Statement of Financial Accounting Standards (“SFAS”) SFAS
      No. 142, *"Goodwill
      and Other Intangible Assets,"* we
      classify our intangible assets as intangible assets with an indefinite life
      not subject to amortization. We test our intangible assets for impairment at
      least annually or more frequently if events or circumstances indicate that
      such
      intangible assets might be impaired. Our intangible assets are the domain name
      makeup.com and makeupinvestor.com. We determine the fair value of our domain
      names by obtaining third party appraisals on an annual basis. At March 31,
      2007,
      we believe our domain names are recorded at fair value and that no impairment
      currently exists.




**Advertising**





Advertising
      costs associated with television advertising will be expensed during the first
      showing. During the first quarter of 2007 we spent approximately $50,000 on
      advertising.





**Discontinued
      Operations**





SFAS
      No.
      146 *“Accounting
      for Costs Associated with Exit or Disposal Activities”* requires
      that costs associated with exit or disposal activities be recognized when the
      costs are incurred, rather than at the date of commitment of an exit or disposal
      plan. Under SFAS No. 146, a liability related to an exit or disposal activity
      is
      not recognized, or measured initially at fair value, until such liability has
      actually been incurred.





During
      March 2007, the Company moved their inventory to an independent fulfillment
      warehouse in the United States, subsequent to the move Online, ceased to be
      in
      the business of warehousing Makeup’s inventory. As a result of changing
      fulfillment houses Online’s net operating losses have been recorded in loss from
      discontinued operations in our condensed consolidated financial statements.
      For
      the three month periods ended March 31, 2007 and 2006, we recorded losses from
      discontinued operations of $70,257 and $76,819, respectively. At
      March
      31, 2007, our loss from discontinued operations includes the estimated liability
      associated with the exit activities of Online.





**Recent
      Accounting Pronouncements**




Refer
      to
      Note 2, of our Notes to Consolidated Financial Statements for a discussion
      of
      recent accounting standards and pronouncements.




**Operations
      Review**





For
      the
      quarter ended March 31, 2007, we had a net loss of $258,575. As of March 31,
      2007, our current assets consisted of a cash balance of $75,454, accounts
      receivable of $4,765, inventory of $363,542, and prepaid expenses and deposits
      of $52,617. When these current assets are offset against our current obligations
      of $313,191 in accounts payable and accrued liabilities, $2,841,738 in advances
      payable, a note payable in the amount of $339,482 including accrued interest,
      $13,409 in amounts due to related parties and $4,673 in deferred rent, we are
      left with a working capital deficit of $3,016,115.





While
      our
      cash position as of this filing is inadequate to satisfy our working capital
      needs, over the next twelve months we anticipate that our operating costs will
      decline or stabilize as a result of closing our warehouse in Canada and moving
      our inventory to a fulfillment house in the United States. Moving the warehouse
      has eliminated the overhead expenses of running a warehouse (provided we can
      sublet our Canadian warehouse space), alleviated our cross border shipping
      problems, and provides us with a wider range of shipping options. Our plans
      also
      include increasing
      our inventory and product lines in an effort to increase our profit margin
      by
      reducing our reliance on drop shippers.




22




We
      expect
      revenues to increase and gross margins to improve in light of our current and
      proposed marketing initiatives, additional products and product lines and
      website programming improvements; which improvements and initiatives we expect
      will lead to a continually increasing number of visitors to our website. Our
      plans include expanding our boutique product lines because these products are
      not as readily available to consumers as the classic cosmetic brands and because
      boutique product lines have higher profit margins. We expect our anticipated
      increase in revenues and the aforementioned reductions in warehousing expenses
      to offset certain anticipated increases in consulting, administrative,
      professional and marketing fees that we expect to incur as we source out new
      product lines and continue to implement our marketing and website programming
      improvements.




During
      the current year our external marketing plans include sponsoring celebrity
      make-up artists in magazine advertisements, sponsoring beauty pageants and
      television advertising. On January 16, 2007 we signed a contract with PTG
      Studios for Television advertising with the Great Taste television show which
      provides national coverage on E1 Entertainment and Style Channels. We anticipate
      this television advertisement will run later this year.




While
      we
      continue to develop and stabilize our customer base by expanding our product
      offerings, we expect our web based cosmetic revenues will be insufficient to
      satisfy our current operational and working capital requirements. In order
      to
      meet our working capital requirements over the next year, we plan to continue
      to
      raise funds through private loans and advances, private placements of our common
      stock or the issuance of shares for debt.





The
      issuance of any additional shares will result in dilution to our existing
      shareholders.





We
      are
      not involved in conducting any research and development activities.





**Related-Party
      Transactions**





At
      March
      31, 2007 we were indebted to a director in the amount of $13,409 for expenses
      he
      incurred on our behalf. We do not have any loans or advances payable to any
      of
      our directors or officers and we do not have any commitments in place to pay
      any
      administrative or directors’ fees to any related parties. To date our directors
      and officers have performed their services without compensation as to date
      we
      have not determined how our officers will be compensated.





**COMPARISON
      OF THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006**





**Overall
      Results of Operations**





For
      the
      three month period ended March 31, 2007, we incurred a net loss of $258,575,
      which is an increase of $50,285 from our net loss of $208,290 for the three
      month period ended March 31, 2006. The increased loss was primarily due to
      increases in shipping costs associated with free shipping promotional offers
      and
      increases in professional fees, depreciation and travel associated with
      increased regulatory compliance, increased promotional and product sourcing
      activities and the acquisition of computer software, respectively.





**Revenues**





Our
      sales
      increased by $55,002 or 93% from $58,939 for the three month period ended March
      31, 2006 to $113,941 for the three month period ended March 31, 2007. Our
      revenues are attributable to sales made on our Makeup.com website. We expect
      our
      revenues to steadily increase over the next year due to increases in our web
      related advertising, offering a broader range of products and product lines,
      implementing customer purchasing incentives and simplifying our website sales
      and checkout functions. Based on our historical growth and the above plans
      and
      incentives, we expect revenues to increase over the next twelve
      months.




23




**Cost
      of Goods Sold and Gross Profit**





Our
      cost
      of goods sold increased by $61,537 or 140% from $44,110 for three month period
      ended March 31, 2006 to $105,647 for the three month period ended March 31,
      2007. The increase in cost of goods sold was primarily attributable to: the
      93%
      increase in sales; a write off of $5,400 in obsolete inventory; and an increase
      of approximately $17,000 in delivery expenses, due the increase in sales and
      to
      free shipping promotions during the quarter.





Our
      gross
      profit decreased by $6,535 or 44% from $14,829 for the three month period ended
      March 31, 2006 to $8,294 for the three month period ended March 31, 2007. This
      decrease in gross profit was primarily caused by: lower margins on drop shipper
      sales, which sales were $0 in the first quarter of 2006 compared to
      approximately 24% of our sales in the first quarter of 2007; loss of sales
      and
      increased sales returns due to moving our inventory from Canada to the United
      States during March; and the write-off for obsolete inventory and increase
      in
      delivery expenses discussed above.





While
      in
      the short term our profit margins will be below targeted objectives as we
      continue to emphasize expanding our customer base, we anticipate improving
      our
      gross margin through:





(1)
            reducing
                our reliance on drop shippers ,


(2)
            eliminating
                or reducing costly incentive programs such as free or reduced shipping
                charges,


(3)
            using
                alternative shipping options to reduce shipping costs,
                and


(4)
            offer
                slow moving or aging inventory in promotional
                packages.




**Operating
      Expenses**





Our
      operating expenses increased by $43,737 or 30% from $146,300 for the three
      month
      period ended March 31, 2006 to $190,037 for the three month period ended March
      31, 2007. This increase was primarily due to increases in the following
      categories: $20,000 in professional fees due to regulatory compliance; $18,000
      in depreciation due to the acquisition of computer software in the third quarter
      of 2006; $11,000 in travel due to the warehouse relocation, product sourcing
      and
      increased promotional activities; $4,000 in computer expenses due to increasing
      computer related activities. These increases were offset by a decrease of
      approximately $13,000 in consulting fees primarily due to the reduction
      development time required to keep our website fully functional and updated.
      Over
      the next twelve months we expect our operating costs to increase by
      approximately $400,000 or 36% due to:





(1)
            increases
                in spending on advertising and marketing that we believe necessary
                to
                increase traffic and sales on our website,
                and


(2)
            increases
                in professional and administrative costs due to increased accounting,
                auditing and legal costs as a result of increasing sales and regulatory
                compliance.





**Loss
      from Discontinued Operations**





Until
      March 2007, our subsidiary Online was in the business of warehousing and
      managing our inventory. In March 2007, we moved our warehouse location to an
      independent fulfillment warehouse in the United States and we are in the process
      of winding up Online. As a result of this business decision we reclassified
      Onlines net losses of $70,257 and $76,819 for the three month periods ended
      March 31, 2007 and 2006 respectively, to loss from discontinued operations.
      At
      March 31, 2007, our loss from discontinued operations includes the estimated
      liability associated with the exit activities of Online.




24




Off-Balance-Sheet
      Arrangements




We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our consolidated financial condition, changes in
      consolidated financial condition, revenue or expenses, results of operations,
      liquidity, capital expenditures or capital resources that would be material
      to
      investors. We do not have any non-consolidated, special-purpose entities.





**Liquidity,
      Capital Resources and Financial Position**





At
      March
      31, 2007, we had a cash balance of $75,454 and negative cash flows from
      operations of $273,990. During the three month period ended March 31, 2007,
      we
      primarily funded our operations through sales and private advances of
      funds.





The
      notes
      to our unaudited condensed consolidated financial statements as of March 31,
      2007, disclose our uncertain ability to continue as a going concern. We have
      insufficient revenues to cover our expenses while we are establishing and
      expanding our customer and product base and as a result have accumulated a
      deficit (including accumulated other comprehensive loss) of $2,507,322 since
      inception. As of March 31, 2007, we had $3,512,493 in current liabilities,
      when
      our current liabilities are offset against our current assets of $496,378 we
      are
      left with a working capital deficit of $3,016,115. While we have successfully
      generated sufficient working capital and liquidity through web sales and private
      advances of funds to the date of this filing and we believe that we can continue
      to do so for the next year, there are no assurances that we will succeed in
      developing our business plan and achieving a profitable level of operations
      sufficient to meet our ongoing cash needs.





The
      following table summarizes our sources and uses of cash for the three month
      periods ended March 31, 2007 and 2006:





**For
                the three month period ended****March
                31,**
            
            **March
                31,****2007**
            
            **2006**Net
                cash (used in) provided by operating activities
            
            $
            (273,990
            )
            $
            4,996Net
                cash used in investing activities
            
            
            (12,477
            )
            
            -Net
                cash provided by financing activities
            
            
            295,836
            
            
            20,000Effects
                of foreign currency exchange
            
            
            3,474
            
            
            (896
            )-
            
            
            -Net
                increase in cash
            
            $
            12,843
            
            $
            24,100





**Net
      Cash Used In Operating Activities**





Net
      cash
      used in operating activities during the three month period ended March 31,
      2007
      was $273,990.
      We used $258,575 to cover operating costs and interest expense that were in
      excess of our gross profit of $8,352; $43,326 was spent on additional inventory;
      our prepaid expenses and deposits increased by $21,995; and we had a net
      reduction of $1,930 in our trade accounts payable and accrued liabilities.
      These
      uses of cash were funded through a reduction in accounts receivable of $16,028;
      increases in the interest accrued on the note payable of $304, the amount due
      to
      related parties of $9,253 and deferred assets of $4,673; and depreciation
      expense of $21,578 on our fixed assets.




25




Net
      Cash Used In Investing
      Activities




During
      the quarter ended March 31, 2007, we spent $12,477 on the acquisition of fixed
      assets. Currently we do not have any plans for large investment related
      expenditures.





**Net
      Cash Provided By Financing Activities**





At
      March
      31, 2007 we received $295,837 in cash advances from private investors. These
      advances are unsecured, non interest bearing and have no fixed terms of
      repayment. We also acquired the domain name www.makeupinvestor.com for the
      nominal amount of $1.




**Contingencies
      and Commitments**





We
      had no
      contingencies or long-term commitments at March 31, 2007, except for our
      warehouse leases that we have included below under contractual obligations.





**Contractual
      Obligations**





**Note
      payable and Advances Payable**





We
      have
      not included our note payable in our contractual obligation table because the
      note is due on demand and we do not know when it will be repaid. We have not
      included advances payable in the following table because these liabilities
      have
      no fixed term of repayment.





**Lease
      Commitments**





Although
      we have closed our warehouse facility in Canada, we remain obligated under
      a
      non-cancelable operating lease that expires on December 31, 2009. Our estimated
      costs under our warehouse lease in Canada and our PDS warehouse lease in Sumner,
      Washington are as follows:





**Payments
                due by period**
            ********
            **Total**
            ****
            **Less
                than**
              **1
                year**
            ****
            **1-3****years**
            ****
            **3-5****years**
            ****
            **More
                than**
              **5
                years**Lease
                commitments
            
            $
            136,011
            
            $
            73,756
            
            $
            62,255
            
            $
            0
            
            $
            0Total
            
            $
            136,011
            
            $
            73,756
            
            $
            62,255
            
            $
            0
            
            $
            0




**Internal
      and External Sources of Liquidity**





We
      have
      funded our operations principally from the sale of cosmetics on our web site
      and
      cash advances from related and other parties.


26




**Foreign
      Exchange**





We
      are
      subject to foreign exchange risk for sales and purchases denominated in foreign
      currencies. Foreign currency risk arises from the fluctuation of foreign
      exchange rates and the degree of volatility of these rates relative to the
      United States dollar. We do not believe that we have any material risk due
      to
      foreign currency exchange because we prepay for the majority of our inventory
      that is denominated in a foreign currency and because all of our sales are
      made
      in United States dollars.





**Inflation**





We
      do not
      believe that inflation will have a material impact on our future
      operations.




**Item
      3. Controls and Procedures.**





**Disclosure
      Controls and Procedures**





Robert
      E.
      Rook, Makeup.com’s Chief Executive Officer, and Munjit Johal, Makeup.com’s Chief
      Financial Officer, have evaluated the effectiveness of Makeup.com’s disclosure
      controls and procedures (as such term is defined in Rules 13a-15 and 15d-15
      under the Securities Exchange Act of 1934 (the “ **Exchange
      Act** ”))
      as of
      the end of the period covered by this quarterly report (the “ **Evaluation
      Date** ”).
      Based
      on such evaluation, Mr. Rook and Mr. Johal have concluded that, as of the
      Evaluation Date, Makeup.com’s disclosure controls and procedures are effective
      to provide reasonable assurance that information Makeup.com is required to
      disclose in reports that Makeup.com files or submits under the Exchange Act,
      is
      recorded, processed, summarized and reported within the time periods specified
      in Securities and Exchange Commission rules and forms, and that such information
      is accumulated and communicated to Makeup.com’s management, including Mr. Rook
      and Mr. Johal, as appropriate, to allow timely decisions regarding required
      disclosure.




**Changes
      in Internal Controls**





During
      the quarter of the fiscal year covered by this report, there were no changes
      in
      Makeup.com’s internal controls or, to Makeup.com’s knowledge, in other factors
      that have materially affected, or are reasonably likely to materially affect,
      these controls and procedures subsequent to the date Makeup.com carried out
      this
      evaluation.





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





Makeup.com
      is not a party to any pending legal proceedings and, to the best of Makeup.com’s
      knowledge, none of Makeup.com’s assets are the subject of any pending legal
      proceedings.






28





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





During
      the quarter of the fiscal year covered by this report, (i) Makeup.com did not
      modify the instruments defining the rights of its shareholders, (ii) no rights
      of any shareholders were limited or qualified by any other class of securities,
      and (iii) Makeup.com did not sell any unregistered equity
      securities.





**Item
      3. Defaults Upon Senior Securities.**





During
      the quarter of the fiscal year covered by this report, no material default
      has
      occurred with respect to any indebtedness of Makeup.com. Also, during this
      quarter, no material arrearage in the payment of dividends has
      occurred.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





No
      matter
      was submitted to a vote of security holders through the solicitation of proxies
      or otherwise, during the quarter of the fiscal year covered by this
      report.





**Item
      5. Other Information.**





During
      the quarter of the fiscal year covered by this report, Makeup.com reported
      all
      information that was required to be disclosed in a report on Form
      8-K.


29




**Item
      6. Exhibits**





**(a)** **Index
      to and Description of Exhibits**





**Exhibit**
            
            **Description**
            
            **Status****3.1**
            
            Articles
                of Incorporation of Tora Technologies Inc. filed as an Exhibit to
                Makeup.com’s Form SB-2 filed on March 5, 2004 and incorporated herein by
                reference.
            
            Filed**3.2**
            
            By-Laws
                of Tora Technologies Inc. filed as an Exhibit to Makeup.com’s Form SB-2
                filed on March 5, 2004 and incorporated herein by
                reference.
            
            Filed**3.3**
            
            Certificate
                of Amendment of Makeup.com Limited filed as an Exhibit to Makeup.com’s
                Form 8-K (Current Report) filed on November 21, 2006 and incorporated
                herein by reference.
            
            Filed**4.1**
            
            Instrument
                Defining the Rights of Security Holders filed as an Exhibit to
                Makeup.com’s Form SB-2 filed on March 5, 2004 and incorporated herein by
                reference.
            
            Filed**10.1**
            
            Service
                Agreement between Tora Technologies Inc. and LA Embroidery Inc. dated
                October 20, 2003 filed as an Exhibit to Makeup.com’s Form SB-2 filed on
                March 5, 2004 and incorporated herein by reference.
            
            Filed**10.2**
            
            Amended
                Service Agreement between Tora Technologies Inc. and LA Embroidery
                Inc.
                dated November 15, 2004 filed as an Exhibit to Makeup.com’s Form SB-2
                filed on February 4, 2005 and incorporated herein by reference.
            
            Filed**10.3**
            
            Amended
                Service Agreement (2ndAmendment) between Tora Technologies Inc. and LA Embroidery Inc.
                dated
                November 15, 2005 filed as an Exhibit to Makeup.com’s Form 10-KSB (Annual
                Report) filed on March 29, 2006 and incorporated herein by
                reference.
            
            Filed**10.4**
            
            Termination
                Agreement between Tora Technologies Inc. and LA Embroidery Inc. dated
                July
                6, 2006 filed as an Exhibit to Makeup.com’s Form 8-K (Current Report)
                filed on July 7, 2006 and incorporated herein by
                reference.
            
            Filed**10.5**
            
            Asset
                Purchase Agreement dated October 20, 2006 between Tora Technologies
                Inc.
                and Manhattan Assets Corp., filed as an Exhibit to Makeup.com’s Form 8-K
                (Current Report) filed on October 23, 2006 and incorporated herein
                by
                reference.
            
            Filed**10.6**
            
            Assignment
                of Debt Agreement dated October 20, 2006 among Tora Technologies
                Inc.,
                Manhattan Assets Corp. and Makeup Incorporated, filed as an Exhibit
                to
                Makeup.com’s Form 8-K (Current Report) filed on October 23, 2006 and
                incorporated herein by reference.
            
            Filed**10.7**
            
            Transfer
                Agreement dated October 13, 2006 between Makeup Incorporated and
                Manhattan
                Assets Corp., filed as an Exhibit to Makeup.com’s Form 8-K/A (Current
                Report) filed on October 27, 2006 and incorporated herein by
                reference.
            
            Filed**14**
            
            Code
                of Ethics
            
            Filed**31**
            
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            
            Included**32**
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.
            
            Included**99.2**
            
            Audit
                Committee Charter
            
            Filed**99.3**
            
            Disclosure
                Committee Charter
            
            Filed




30




**SIGNATURES**








In
      accordance with the requirements of the Securities Exchange Act of 1934,
      Makeup.com Limited has caused this report to be signed on its behalf by the
      undersigned duly authorized person.





**MAKEUP.COM
              LIMITED**Date: May 11,
              2007
            By:
            /s/ Robert
              E.
              RookRobert
              E. RookDirector
                and
                CEO
              (Principal
                  Executive Officer)





Date: May 11,
              2007
            By:
            /s/ Munjit
              JohalMunjit
              JohalDirector
                and CFO
              (Principal Financial
                Officer**)**










31