**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 **September 30,
        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 andformer
                  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**
              
              **Outstanding
                  at November 14, 2007**common
                  stock - $0.001 par value
              
              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 BALANCE
                      SHEETS****September
                      30,**
                  
                  
                  **December
                      31,****2007**
                  
                  
                  **2006****(Unaudited)****ASSETS**Current
                      assets:Cash
                  
                  $
                  21,790
                  
                  
                  $
                  62,611Accounts
                      receivable, less
                      allowances of $164 and $297, respectively
                  
                  
                  3,795
                  
                  
                  
                  20,793Inventory
                  
                  
                  346,008
                  
                  
                  
                  320,216Prepaid
                      expenses and
                      deposits
                  
                  
                  43,052
                  
                  
                  
                  30,622Total
                      current
                      assets
                  
                  
                  414,645
                  
                  
                  
                  434,242Fixed
                      assets, net of $118,006 and
                      $61,498 accumulated depreciation
                  
                  
                  61,472
                  
                  
                  
                  114,560Deposit
                  
                  
                  70,000
                  
                  
                  
                  70,000Intangible
                      assets
                  
                  
                  333,334
                  
                  
                  
                  333,333Total
                      assets
                  
                  $
                  879,451
                  
                  
                  $
                  952,135**LIABILITIES
                      AND STOCKHOLDERS'
                      DEFICIT**Current
                      liabilities:Accounts
                      payable
                  
                  $
                  257,290
                  
                  
                  $
                  236,938Accrued
                      liabilities
                  
                  
                  32,735
                  
                  
                  
                  78,183Advances  payable
                  
                  
                  2,700
                  
                  
                  
                  2,545,901Note
                      payable
                  
                  
                  352,852
                  
                  
                  
                  339,178Convertible
                      notes
                      payable
                  
                  
                  3,495,449
                  
                  
                  
                  -Due
                      to related
                      parties
                  
                  
                  11,483
                  
                  
                  
                  4,156Deferred
                      assets
                  
                  
                  1,417
                  
                  
                  
                  -Total
                      current
                      liabilities
                  
                  
                  4,153,926
                  
                  
                  
                  3,204,356Commitments
                      and
                      contingenciesStockholders'
                      deficit:Common
                      stock $0.001 par value,
                      200,000,000 authorized;44,831,250
                      issued and outstanding
                      at September 30, 2007and
                      December 31,
                      2006
                  
                  
                  44,831
                  
                  
                  
                  44,831Accumulated
                      deficit
                  
                  
                  (3,292,092
                  )
                  
                  
                  (2,287,035
                  )Accumulated
                      other comprehensive
                      loss
                  
                  
                  (27,214
                  )
                  
                  
                  (10,017
                  )Total
                      stockholders'
                      deficit
                  
                  
                  (3,274,475
                  )
                  
                  
                  (2,252,221
                  )Total
                      liabilities and
                      stockholders' deficit
                  
                  $
                  879,451
                  
                  
                  $
                  952,135




See  accompanying
        notes to condensed consolidated financial statements.
  1




**MAKEUP.COM
                  LIMITED****CONDENSED
                  CONSOLIDATED STATEMENTS
                  OF OPERATIONS****(UNAUDITED)****Three
                  Months Ended**
                **September
                  30,**
              
              
              **Nine
                  Months Ended**
                **September
                  30,****2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**Sales
              
              $
              159,214
              
              
              $
              43,133
              
              
              $
              373,172
              
              
              $
              151,424Cost
                  of goods
                  sold
              
              
              141,363
              
              
              
              28,569
              
              
              
              295,160
              
              
              
              99,159Gross
                  profit
              
              
              17,851
              
              
              
              14,564
              
              
              
              78,012
              
              
              
              52,265Operating
                  expenses:Selling,
                  general and
                  administrative
              
              
              343,325
              
              
              
              174,607
              
              
              
              823,454
              
              
              
              511,814Net
                  loss from continuing
                  operations  before interest expenseand
                  discontinued
                  operations
              
              
              (325,474
              )
              
              
              (160,043
              )
              
              
              (745,442
              )
              
              
              (459,549
              )Interest
                  expense
              
              
              (72,314
              )
              
              
              -
              
              
              
              (137,865
              )
              
              
              -Net
                  loss from continuing
                  operations before discontinued operations
              
              
              (397,788
              )
              
              
              (160,043
              )
              
              
              (883,307
              )
              
              
              (459,549
              )Gain
                  (loss) from discontinued
                  operations
              
              
              3,274
              
              
              
              (68,835
              )
              
              
              (121,750
              )
              
              
              (218,580
              )Net
                  loss
              
              $
              (394,514
              )
              
              $
              (228,878
              )
              
              $
              (1,005,057
              )
              
              $
              (678,129
              )Net
                  loss per share - basic and
                  diluted:Continuing
                  operations
              
              $
              (0.01
              )
              
              $
              (160.04
              )
              
              $
              (0.02
              )
              
              $
              (459.55
              )Discontinued
                  operations
              
              
              0.00
              
              
              
              (68.84
              )
              
              
              (0.00
              )
              
              
              (218.58
              )Net
                  loss per
                  share
              
              $
              (0.01
              )
              
              $
              (228.88
              )
              
              $
              (0.02
              )
              
              $
              (678.13
              )Weighted
                  average number of shares
                  outstanding -basic
                  and
                  diluted
              
              
              44,831,250
              
              
              
              1,000
              
              
              
              44,831,250
              
              
              
              1,000




See  accompanying
        notes to unaudited condensed consolidated financial statements.
  2




**MAKEUP.COM
                  LIMITED****CONDENSED
                  CONSOLIDATED STATEMENT
                  OF STOCKHOLDERS' DEFICIT AND COMPREHENSIVE
                  LOSS****FOR
                  THE NINE MONTHS ENDED
                  SEPTEMBER 30, 2007 and 2006****(UNAUDITED)****Accumulated****Common
                  Stock
                  Issued**
              
              
              
              
              
              **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 nine
                  monthsended
                  September 30,
                  2006
              
              
              -
              
              
              
              -
              
              
              
              (678,129
              )
              
              ****
              **-**
              
              
              
              (678,129
              )Foreign
                  currency exchange
                  loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,032
              
              
              
              2,032Comprehensive
                  loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (676,097
              )Balance
                  at September 30,
                  2006
              
              
              1,000
              
              
              
              1
              
              
              
              (1,701,002
              )
              
              
              (10,194
              )
              
              
              (1,711,195
              )Net
                  loss for the three
                  monthsended
                  December
                  31,  2006
              
              
              -
              
              
              
              -
              
              
              
              (406,169
              )
              
              
              -
              
              
              
              (406,169
              )Foreign
                  currency exchange
                  loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              177
              
              
              
              177Comprehensive
                  loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (405,992
              )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 nine
                  monthsended
                  September 30,
                  2007
              
              
              -
              
              
              
              -
              
              
              
              (1,005,057
              )
              
              ****
              **-**
              
              
              
              (1,005,057
              )Foreign
                  currency exchange
                  gain
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (17,197
              )
              
              
              (17,197
              )Comprehensive
                  loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,022,254
              )Balance
                  at September 30,
                  2007
              
              
              44,831,250
              
              
              $
              44,831
              
              
              $
              (3,292,092
              )
              
              $
              (27,214
              )
              
              $
              (3,274,475
              )




See  accompanying
        notes to unaudited condensed consolidated financial statements.
  3




**MAKEUP.COM
                  LIMITED****CONDENSED
                  CONSOLIDATED STATEMENTS
                  OF CASH FLOWS****(UNAUDITED)****Nine
                  Months Ended September
                  30,****2007**
              
              
              **2006**Cash
                  flows from operating
                  activities:Net
                  loss
              
              $
              (1,005,057
              )
              
              $
              (678,129
              )Adjustments
                  to reconcile net loss
                  to net cash (used in) provided by operating
                  activities:Depreciation
              
              
              58,993
              
              
              
              11,944Loss
                  on disposal of fixed
                  assets
              
              
              6,418
              
              
              
              -Changes
                  in operating assets and
                  liabilities:Accounts
                  receivable
              
              
              10,727
              
              
              
              (3,434
              )Inventory
              
              
              (25,792
              )
              
              
              (74,804
              )Prepaid
                  expenses and
                  deposits
              
              
              (12,430
              )
              
              
              3,107Due
                  from
                  affiliate
              
              
              -
              
              
              
              (68,773
              )Accounts
                  payable
              
              
              20,352
              
              
              
              33,507Accrued
                  liabilities
              
              
              (45,448
              )
              
              
              (24,164
              )Interest
                  on convertible notes
                  payable
              
              
              111,429
              
              
              
              -Interest
                  on note
                  payable
              
              
              19,945
              
              
              
              -Due
                  to related
                  parties
              
              
              7,327
              
              
              
              590,267Deferred
                  rent
              
              
              1,417
              
              
              
              -Net
                  cash used in operating
                  activities
              
              
              (852,119
              )
              
              
              (210,479
              )Cash
                  flows from investing
                  activities:Proceeds
                  on disposal of fixed
                  assets
              
              
              1,321
              
              
              
              -Acquisition
                  of fixed
                  assets
              
              
              (13,644
              )
              
              
              (3,400
              )Net
                  cash used in investing
                  activities
              
              
              (12,323
              )
              
              
              (3,400
              )Cash
                  flows from financing
                  activities:Acquisition
                  of domain
                  name
              
              
              (1
              )
              
              
              -Increase
                  in convertible notes
                  payable
              
              
              540,882
              
              
              
              -Increase
                  in advances
                  payable
              
              
              299,937
              
              
              
              217,892Net
                  cash provided by financing
                  activities
              
              
              840,818
              
              
              
              217,892Effects
                  of foreign currency
                  exchange
              
              
              (17,197
              )
              
              
              2,032Net
                  (decrease) increase in
                  cash
              
              
              (40,821
              )
              
              
              6,045Cash,
                  beginning of the
                  period
              
              
              62,611
              
              
              
              7,152Cash,
                  end of the
                  period
              
              $
              21,790
              
              
              $
              13,197Supplemental
                  disclosure of
                  non-cash investing and financing activities:Cash
                  paid during the
                  period:Taxes
              
              $
              -
              
              
              $
              -Interest
              
              $
              -
              
              
              $
              -Non-cash
                  financing
                  transactions:Advances
                  payable converted to
                  convertible notes payable
              
              $
              2,843,138
              
              
              $
              -Account
                  receivable offset against
                  interest payable
              
              $
              6,271
              
              
              $
              -




See  accompanying
        notes to unaudited condensed consolidated financial statements.
  4
  **MAKEUP.COM
            LIMITED**
 **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2007**
 **(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
        the 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 and nine months ended
        September 30, 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’sreport
        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.
  5
 **MAKEUP.COM
          LIMITED**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
 **(UNAUDITED)**
  **2.**
                        **SUMMARY
                              OF SIGNIFICANT ACCOUNTING POLICIES,
                              (Continued)**
 **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 reasonably estimated;
                  and
 ·
              we
                  do not have significant obligations for future performance in order
                  to
                  bring about resale of the product by the
                  customer.
  We
        have
        inventory risk, therefore we do not act as an agent and recognize revenues
        on a
“gross” basis, in accordance with EITF 99-19, *Reporting Revenue Gross as a
        Principal versus Net as an Agent*(“EITF 99-19”).
 
 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.
 
 During
        the nine months ended September 30, 2007 product returns, were higher than
        anticipated primarily due to our up to 50% off promotional program in July
        and
        due to product shipment delays caused by the relocation of our warehouse
        from
        Canada to the United States.  To compensate customers for the shipping
        delays we issued 285, $20 coupons; 55 of these coupons were redeemed prior
        to
        their expiry on July 4th, 2007.
        At
        September 30, 2007 we allowed for $164 in product returns.
 
 Amounts
        billed to a customer in a sale transaction related to shipping are classified
        as
        revenue.
  6
  **MAKEUP.COM
          LIMITED**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
 **(UNAUDITED)**
 **2.**
                    **SUMMARY
                          OF SIGNIFICANT ACCOUNTING POLICIES,
                          (Continued)**
 **Cost
        of Sales**
 
 Cost
        of
        sales includes freight-in, the actual cost of merchandise sold, cost of shipping
        billed to customers, inventory shrinkage and obsolete inventory
        write-offs.
 
 Shipping
        costs in excess of those billed to customers and handling costs are included
        in
        our selling general and administrative costs.  The cost of
        shipping and handling included in selling general and administrative expenses
        were $31,338, $76,947, $4,488 and $17,100 for the three and nine months ended
        September 30, 2007 and 2006, respectively.
 
 **Inventories**
 
 Inventories
        are stated at the lower of cost or market under the first-in, first-out
        method.  At September 30, 2007 and December 31, 2006, we wrote off
        $23,043 and $28,863 respectively, in obsolete inventory.  The Company
        determined no further reserve for inventory obsolescence was required at
        September 30, 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.
  Inventory
        that we include in our free gift bags is charged to advertising and promotion
        expense at the time the gift bags are created.
  **Discontinued
        Operations**
 
 Statement
        of Financial Accounting Standards (“SFAS”) 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 nine months ended September 30, 2007 and 2006, we recorded losses from
        discontinued operations of $121,750 and $218,580, respectively.
  7
  **MAKEUP.COM
          LIMITED**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007**
 **(UNAUDITED)**
 **3.**
                    **GOING
                            CONCERN**
 From
        the
        date of inception, February 12, 2004 until June 2005, we were developing
        our
        website, Makeup.com, sourcing beauty products and setting up our warehouse
        and
        corporate operations.  During the first quarter of 2005, we commenced
        selling our beauty products on our website and subsequent to launching our
        website have been focused on increasing our product lines and
        sales.  As such, we have accumulated a deficit of approximately $3.3
        million to date and will require additional financing to support our operations
        until such time as we achieve positive cash flows from
        operations.  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 plan to mitigate these
        operating losses through increasing sales, increasing our product lines and
        globally expanding our market.  We plan to obtain sufficient working
        capital through additional debt or equity financing, private loans and product
        sales.  There is no assurance that we will be able to reduce costs
        increasing sales, globally expanding our market, arranging private loans
        or
        raising additional debt or equity funds in the future.  The
        accompanying unaudited condensed consolidated financial statements do not
        include any adjustments that might be necessary if the Company is unable
        to
        continue as a going concern.
  **4.**
                      **BALANCE
                              SHEET DETAIL**
  **Inventories**
                        
                        **September
                            30,**
                          **2007**
                        
                        
                        **December
                            31,**
                          **2006**Goods
                            for resale
                        
                        $
                        331,259
                        
                        
                        $
                        300,624Goods
                            in transit
                        
                        
                        14,749
                        
                        
                        
                        19,592**$**
                        **346,008**
                        
                        
                        **$**
                        **320,216**
  **Prepaid
                            expenses and deposits**
                        
                        **September
                            30,**
                          **2007**
                        
                        
                        **December
                            31,**
                          **2006**Other
                            prepaid deposits
                        
                        $
                        2,488
                        
                        
                        $
                        22,450Prepaid
                            marketing
                        
                        
                        40,564
                        
                        
                        
                        364Other
                            prepaid expenses
                        
                        
                        -
                        
                        
                        
                        7,808**$**
                        **43,052**
                        
                        
                        **$**
                        **30,622**
  **Fixed
                            assets**
                        
                        **September
                            30,**
                          **2007**
                        
                        
                        **December
                            31,**
                          **2006**Computer
                            equipment and software
                        
                        $
                        179,478
                        
                        
                        $
                        165,834Equipment
                        
                        
                        -
                        
                        
                        
                        8,420Leasehold
                            improvements
                        
                        
                        -
                        
                        
                        
                        1,804Book
                            value
                        
                        
                        179,478
                        
                        
                        
                        176,058Less:
                            accumulated depreciation
                        
                        
                        (118,006
                        )
                        
                        
                        (61,498
                        )**$**
                        **61,472**
                        
                        
                        **$**
                        **114,560**
 **5.**
                    **ADVANCES
                            PAYABLE**
 At
        September 30, 2007 and December 31, 2006, the Company had advances payable
        totaling $2,700 and $2,545,901, respectively, from third
        parties.  These advances are non-interest bearing, have no fixed terms
        of repayment and are unsecured.  During the nine months
        ended September 30, 2007, the Company converted $2,843,138 in advances
        payable into convertible notes payable.  (Note 6)
 **6.**
                    **NOTE
                            PAYABLE**
 At
        September 30, 2007 and December 31, 2006, the Company had a note payable
        in the
        amount of $333,333.  This note is payable on demand, unsecured and
        bears interest at 8%.  At September 30, 2007 and December 31, 2006,
        $19,519 and $5,845 respectively, in interest had been accrued on this
        note.
  8
 **MAKEUP.COM
                LIMITED**
 **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
                30, 2007**
 **(UNAUDITED)**
 **7.**
                    **CONVERTIBLE
                            NOTES PAYABLE**
 At
        September 30, 2007, the Company had convertible notes payable totaling
        $3,384,020.  These notes are payable on demand, unsecured, bear
        interest at 7% and are convertible into restricted shares of the Company’s
        common stock at the discretion of the lender at a conversion price of the
        lesser
        of (1) $0.50 per share and (2) a 20% discount to the closing market price
        of the
        Company’s common stock. At September 30, 2007, $111,429 in interest had been
        accrued on these notes.  (Note 5)
 **8.**
                    **DUE
                            TO RELATED
                            PARTIES**
 At
        September 30, 2007 and December 31, 2006, the Company was indebted to one
        of its
        director in the amounts of $11,483 and $4,156 for expenses that this director
        paid on behalf of the Company.
 **9.**
                    **SEGMENT
                            INFORMATION**
 The
        Company operates in a single business segment, the sale of beauty products
        in
        the United States.
 **10.**
                    **COMMITMENTS**
 **Commitments**
 
 On
        August
        13, 2007, the Company entered into a letter agreement for consulting and
        advertising services.  The agreement is for one year, commences
        September 1, 2007 and requires a total of $65,795 be paid over a six month
        period.  The agreement is cancellable at the option of the
        Company.  (Note 11)
 
 On
        August
        31, 2007, the Company entered into a contract for services, whereby the Company
        has agreed to pay up to $115,426 (CDN$115,000) for one year of buyer, customer
        care management and administrative services.  The contract can be
        cancelled by either party upon thirty days written notice.
 
 **Lease
        Commitment**
 
 At
        June
        30, 2007, the Company terminated its long term lease agreement and was released
        of its legal liabilities under this agreement through payment of a $14,952
        early
        termination fee.
 
 On
        March
        1, 2007, the Company entered into an agreement with an independent warehouse
        in
        the United States whereby the warehouse 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 $3,400 per month.  In accordance with the agreement
        shipping and receiving services are charged on a per item basis.
 **11.**
                    **SUBSEQUENT
                            EVENT**
 On
        October 1, 2007, the Company amended its August 13, 2007 letter agreement
        for
        consulting and advertising services whereby they have agreed to pay
        approximately $125,000 over a six month period.
  9
  **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
        condensed 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.
  10
 
 We
        are in
        the business of selling beauty products on our websites, www.makeup.com and
        discount.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 over the next few
        years.  Our ultimate goal is to sell cosmetics worldwide.
  **Our
        Objectives and Areas of Focus**
  During
        2007 we launched new marketing
        and website initiatives which include:
 
 (a)
              Free
                  gifts and samples with every
                  order,
 (b)
              Implementing
                  a makeup.com online
                  forum,
 (c)
              Moving
                  our warehouse fromCanadato theUSto improve the capacity and speed
                  of order fulfillment,
 (d)
              Implementing
                  a PayPal payment
                  processing system,
 (e)
              Expanding
                  our website layout and
                  design to allow for new marketing techniques, improved navigation,
                  and
                  additional product
                  offerings,
 (f)
              New
                  shipping methods to reduce
                  shipping costs,
 (g)
              Entering
                  into an agreement with a
                  content provider, whereby the content provider will direct additional
                  traffic to our website as well as provide communication to customers
                  about
                  beauty products, and
 (h)
              Implemented
                  a new discount website
                  called discount.makeup.com
  Over
        the
        next year our focus is to continue expanding our boutique products and boutique
        product lines, which products are not as readily available to the consumer
        as
        the classic brand cosmetics.  Our expansion will focus
        on:
  (a)
              Brand
                  expansion – we will continue to the most sought after brands to our
                  consumers,
 (b)
              Organic
                  products – we plan to continue adding organic products and brands because
                  these products continue to be popular with our
                  shoppers,
 (c)
              Samples
                  – we will continue to include samples in each order to provide customers
                  with an opportunity to experience new
                  brands,
 (d)
              Gift
                  with purchase – we will continue to offer limited edition promotional
                  gifts with customer purchases,
 (e)
              One-stop
                  beauty shopping destination – our goal is to make our makeup website a
                  one-stop beauty destination and thus we are continually monitoring
                  consumer demand and changing tastes in our quest to meet our customer’s
                  beauty regimen expectations, and
 (f)
              Beauty
                  related information – we are continually updating and increasing the
                  content on our website to inform our customers about our products
                  and
                  beauty related topics.
  In
        order
        to expand and retain our current customer base we will continue to implement
        and
        expand marketing, branding and customer loyalty programs, such as:
 (a)
                Offering
                    gift certificates,
 (b)
                Introducing
                    customer incentive/loyalty programs to reward our customers for
                    new referrals
                    as well as current
                    purchases,
 (c)
                Creating
                    a customer ‘wish list’ (“gift
                    registry”),
 (d)
                Introducing
                    value added contents over and above our current beauty tips
                    section,
 (e)
                Offering
                    more shipping options, and
 (f)
                Offering
                    additional order payment
                    methods.
  11
  We
        are
        continually enhancing our web site 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
                  the necessary changes to improve the natural web search through
                  search
                  engine optimization techniques,
 (f)
              Adding
                  customer account profiles so that customers can view their order
                  history
                  and current purchases,
 (g)
              Improving
                  and adding security measures, and
 (h)
              Adding
                  an enhanced beauty tips section and bi-monthly beauty newsletters
                  for
                  subscribing customers.
 
 Over
        the
        next year our primary focus will be on growing our business.  We
        expect our gross margin to be below our targeted objective while we continue
        to
        develop and implement programs to increase traffic to our website.  We
        expect, through this traffic,  to increase our customer base and
        market share.  Our promotional plans and programs include free and
        discounted shipping charges for large orders, product discounts of up to
        50%,
        free gifts with purchases, a no hassle return policy, customer coupons and
        credits.  We are also performing research to gain a better
        understanding of market trends.  This research will enable us to
        determine the optimum quantity and best mix of products to
        inventory.  Once we have determined our optimum product mix we expect
        to increase inventory turnover and reduce write-offs due to slow moving,
        obsolete or damaged inventory.
 
 We
        have
        contracted with a content provider to monitor and continually update our
        beauty
        tips section, e-mail bi-monthly beauty newsletters to our customers and to
        provide enhanced search engine optimization through improving the volume
        and
        quality of traffic to our website from search engines via natural search
        results.
 
 In
        order
        to offer a wider range of products and easier website navigation, we have
        launched a separate website for our classic brand products. Our boutique
        brands
        will remain on the current makeup.com website, whereas our classic brands
        are
        now offered on our new website, discount.makeup.com.  This change will
        improve customer website navigation, brand recognition, our relationship
        with
        vendors, and allow for additional flexibility with shipping and promotional
        offers.
  In
        March
        2007, 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. This allowed us to close Online, eliminating
        administrative overlap, providing better customer service, quicker processing
        times and shipping of orders at a lower cost.  Most importantly, we
        are now able to inventory a larger and broader range of products which in
        enabling us to be less reliant upon drop shippers.  The relocation of
        our warehouse allows us to use alternative shipping options and over the
        next
        year we expect our shipping costs to decline.
 
 In
        conjunction with our warehouse move, we experienced logistical and technical
        problems primarily due to shipping delays which had a negative impact on
        our
        sales, cost of sales and operating costs.  During the third quarter we
        were able to resolve the majority of these problems.
 
 As
        a
        result of moving our warehouse and not relying on Online to fulfill our
        warehousing requirements, Online’s net operating losses for the three and nine
        month periods ended September 30, 2007 and 2006, have been reclassified to
        loss
        from discontinued operations in our unaudited condensed consolidated statements
        of operations.
  12
  **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.  Subsequent to the launch of
        our website, we have focused on increasing our product lines and
        sales.  As such, we have accumulated a deficit of approximately $3.3
        million from inception to September 30, 2007.  We will require
        additional capital and financing to support our operations, expand our product
        lines, 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 sales revenue,
        additional debt or equity financings.  We plan to mitigate our
        operating losses through increasing traffic to our website, 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 increasing traffic to our website, increase
        revenues, 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.
  ***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.
  13
 
 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 reasonably estimated;
                  and
 ·
              we
                  do not have significant obligations for future performance in order
                  to
                  bring about resale of the product by the
                  customer.
  We
        have
        inventory risk, therefore we do not act as an agent and recognize revenues
        on a
“gross” basis, in accordance with EITF 99-19, *Reporting Revenue Gross as a
        Principal versus Net as an Agent*(“EITF 99-19”).
  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.
 
 During
        the nine months ended September 30, 2007 product returns, were higher than
        anticipated primarily due to our up to 50% off promotional program in July
        and
        due to product shipment delays caused by the relocation of our warehouse
        from
        Canada to the United States.  To compensate customers for the shipping
        delays we issued 285, $20 coupons; 55 of these coupons were redeemed prior
        to
        their expiry on July 4th, 2007.
        At
        September 30, 2007 we allowed for $164 in product returns.
  Amounts
        billed to a customer in a sale transaction related to shipping are classified
        as
        revenue.
  ***Cost
        of Sales***
  Cost
        of
        sales includes freight-in, the actual cost of merchandise sold, cost of shipping
        billed to customers, inventory shrinkage and obsolete inventory
        write-offs.
  Shipping
        costs in excess of those billed to customers and handling costs are included
        in
        our selling general and administrative costs.  The cost of shipping
        and handling included in selling general and administrative expenses were
        $31,338, $76,947, $4,488 and $17,100 for the three and nine months ended
        September 30, 2007 and 2006, respectively.
  14
  ***Inventories***
 
 Inventories
        are stated at the lower of cost or market under the first-in, first-out
        method.  At September 30, 2007 and December 31, 2006, we wrote off
        $23,043 and $28,863 respectively, in obsolete inventory.  We
        determined that no reserve for inventory obsolescence was required at September
        30, 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 unaudited condensed consolidated statements of
        operations.
  Inventory
        that we include in our free gift bags is charged to advertising and promotion
        expense at the time the gift bags are created.
  ***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 nine months ended September 30, 2007 and 2006, we recorded losses from
        discontinued operations of $121,750 and $218,580, respectively. At September
        30,
        2007, our loss from discontinued operations includes the estimated liability
        associated with the exit activities of Online.
 
 ***Advertising***
 
 Advertising
        costs associated with television advertising will be expensed during the
        first
        showing.
 
 Advertising
        contract costs, associated with increasing traffic to our website are expensed
        as the services are rendered.
 
 During
        the nine months ended September 30, 2007 we spent approximately $167,000
        on
        advertising.
 
 ***Recent
        Accounting Pronouncements***
  Refer
        to
        Note 2, of our Notes to Consolidated Financial Statements included in our
        Form
        10-KSB for the fiscal year ended December 31, 2006 for a discussion of recent
        accounting standards and pronouncements.
  15
  **Operations
        Review**
 
 During
        the nine months ended September 30, 2007, we had a net loss of
        $1,005,057.  As of September 30, 2007, our current assets consisted of
        a cash balance of $21,790, accounts receivable of $3,795, inventory of $346,008,
        and prepaid expenses and deposits of $43,052.  When these current
        assets are offset against our current obligations of $257,290 in accounts
        payable, $32,735 in accrued liabilities, $2,700 in advances payable, a note
        payable on demand in the amount of $352,852 including accrued interest of
        $19,518, convertible notes payable on demand in the amount of $3,495,449
        including accrued interest of $111,429, $11,483 due to a related party and
        $1,417 in deferred rent, we are left with a working capital deficit of
        $3,739,281.
 
 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 expenditures will
        stabilize because we have completed our warehouse move and we are looking
        at
        ways to decrease our shipping costs, developing programs to clear out our
        slow
        moving inventory prior to it becoming obsolete, and we have increased our
        free shipping charge threshold from $40 to $60 to customers. We expect to
        incur
        additional costs during the fourth quarter of 2007 as we work out our remaining
        logistics problems with our new warehouse; enhance our website content and
        search engine optimization; implement marketing initiatives and develop
        promotional programs; and expand our computer and website capabilities so
        that
        we can handle our increasing sales volume.
 
 Moving
        the warehouse has eliminated the overhead expenses of running a warehouse,
        alleviated our cross border shipping problems, and provides us with a wider
        range of shipping options.  Now that we have completed the move our
        plans include increasing our boutique inventory and product lines in an effort
        to increase our in-stock inventory availability, which in turn will reduce
        our
        reliance on drop shippers.  We are also developing programs and
        promotions to keep our inventory turning in an effort to keep our slow moving
        product from becoming obsolete.
 
 Over
        the
        next twelve months we expect sales to increase in light of our current and
        proposed marketing initiatives.  Our marketing plans include improving
        all aspects of customer service, including more delivery options, improved
        availability, expanded product and beauty tips information, improved ease
        in web
        site navigation, gift bags with purchases and an increase in customer loyalty
        programs. In order to offer a wider range of products and easier website
        navigation, we have launched a separate website, discount.makeup.com for
        the sale of our classic brands. Moving the classic brands off of the Makeup.com
        website will enable us to acquire a wider range of products directly from
        manufacturers as well as to maximize discounts from suppliers. We also plan
        to
        continue expanding our boutique product lines because these products have
        a
        higher gross margin and are not as readily available to consumers as the
        classic
        brands. During the third quarter our sales increased significantly due to
        marketing campaigns aimed at increasing traffic to our website and the clearing
        out of our slow moving inventory.
 
 Over
        the
        next twelve months we expect our gross margin to be below our targeted objective
        as we focus on growing our business and determining our optimum product
        mix.  During the third quarter of 2007, our gross margin was
        lower than expected due to sales promotions in July which were aimed at
        increasing traffic to our website, increasing our customer base and reducing
        our
        slow moving inventory.  Our gross margin was also affected by our
        obsolete inventory write off of $23,043.  During the last quarter of
        2007, we expect our gross margin to improve due to the holiday sales, however
        we
        expect our margin to remain below our targeted level due to additional sales
        campaigns that we have planned for this period.  Due to a change in
        product mix and changes in our purchasing policies we expect to have a minimal
        amount of slow moving inventory in the future.
  16
 
 Over
        the
        next twelve months we expect our operating expenses to increase primarily
        in the
        consulting, administrative, professional and marketing areas due to sourcing
        out
        new product lines, implementing our marketing programs and making improvement
        to
        our website.
 
 We
        will
        continue to invest in several areas of technology and website content, including
        web services expansion, enhanced editorial beauty content, search engine
        optimization, merchandising selection, as well as in technology infrastructure
        to enhance the customer experience and improve our process efficiencies.
        We
        believe that by enhancing our customer’s experience and providing more up to
        date information we will generate increased traffic and customer loyalty.
        Our
        challenge is to continue to build and improve an innovative and efficient
        website that will enable us to continue to gain market share in the competitive
        online beauty industry.
 
 Over
        the
        next twelve months our external marketing plans include sponsoring celebrity
        make-up artists in magazine advertisements, sponsoring beauty pageants,
        television advertising, and sweepstakes. 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
        or early next year.
 
 We
        signed
        a contract with Hilltop New Media, Inc. (a wholly owned subsidiary of Sony
        Pictures Entertainment Inc.) on August 22, 2007 in order to increase traffic
        to
        our website and to provide us with increased brand recognition and exposure.
        Under the terms of the contract a sweepstakes was run on our website from
        August
        31, 2007 to October 5, 2007 offering gift certificates totaling $875. This
        promotion was advertised on various Sony Pictures Entertainment Inc. websites
        as
        well as other media advertising venues.
  On
        August
        13, 2007 we signed a one year letter agreement for consulting and advertising
        with LifeTips Inc. Under the terms of the contract LifeTips Inc. have agreed
        to
        work on the Makeup.com website in the areas of search engine optimization,
        content and link strategy to improve visibility, brand recognition, conversion
        rates, and sales. LifeTips will also design and deliver a fully functional
        tips
        and advice center for our website as well as on the LifeTips website under
        the
        sub-domain www.make-up.lifetips.com.
        The agreement is for one year, commenced September 1, 2007 and requires a
        total
        of $65,795 to be paid over a six month period.  The agreement is
        cancellable at the option of the Company.  On October 1, 2007, we
        amended our August 13, 2007 letter agreement for consulting and advertising
        services and have agreed to pay approximately $125,000 over a six month
        period.
  On
        August
        31, 2007, we entered into a contract for services, whereby we agreed to pay
        up
        to $115,426 (CDN$115,000) for one year of buyer, customer care management
        and
        administrative services.  This contract can be cancelled by either
        party upon thirty days written notice.
  While
        we
        focus on the continual growth and development of our customer base and expansion
        of our product offerings, we expect our web based cosmetic revenues will
        be
        insufficient to satisfy our 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
        private placements of our common stock or the issuance of shares for
        debt.
  17
 
 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
        September 30, 2007, we were indebted to a director in the amount of $11,483
        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 administrative or directors’ fees to any related
        parties. To date our directors and officers have performed their services
        without compensation and to date we have not determined how our officers
        will be
        compensated.
 
 **COMPARISON
        OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
        2006**
 
 ***Overall
        Results of Operations***
 
 For
        the
        three months ended September 30, 2007, we incurred a net loss of $394,514,
        which
        is an increase of $165,636 from our net loss of $228,878 for the three months
        ended September 30, 2006.
 
 For
        the
        nine months ended September 30, 2007, we incurred a net loss of $1,005,057,
        which is an increase of $326,928 from our net loss of $678,129 for the nine
        months ended September 30, 2006.
 
 The
        increased loss was primarily due to increases in shipping costs associated
        with
        an increase in sales and free shipping promotional offers; write off of obsolete
        inventory; an increase in depreciation due to acquiring additional computer
        hardware and software; an increase in computer expenses due to setup costs
        for
        office relocation, and maintenance and storing of our server; an increase
        in
        sales incentives which were used to increase traffic to our website, reward
        customers and to clear out slow moving inventory and increase sales incentives;
        an increase in travel, advertising and promotion expenses associated with
        our
        warehouse relocation, product sourcing and increased promotional activities
        aimed at increasing traffic to our website; an increase in administrative
        fees
        attributable to regulatory compliance and accounting services; and an increase
        in interest expense due to conversion of $2,843,138 in advances payable into
        convertible notes payable and issuing an additional $540,882 in convertible
        notes payable.
 
 ***Revenues***
 
 Our
        sales
        increased by $116,081 or 269% from $43,133 for the three months ended September
        30, 2006 to $159,214 for the three months ended September 30, 2007.
 
 Our
        sales
        increased by $221,748 or 146% from $151,424 for the nine months ended September
        30, 2006 to $373,172 for the nine months ended September 30, 2007.
 
 Our
        revenues were from sales made on our Makeup.com website.  The products
        offered on our website include merchandise we have purchased for resale from
        vendors and third party distributors.  Our increase in sales was
        primarily due to increased traffic to our website and a 50% off promotional
        sale
        that we ran in July to clear our slow moving inventory.  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, informative beauty tips and
        bi-monthly customer newsletters, increased customer traffic through search
        engine optimization and advertising contracts we have entered into with LifeTips
        and Hilltop Media, simplifying our website between our classic and boutique
        products ,offering additional payment options, and offering slower moving
        inventory at promotional discounts.
  18
  ***Cost
        of Goods Sold and Gross Profit***
 
 Our
        cost
        of goods sold increased by $112,794 or 395% from $28,569 for three months
        ended
        September 30, 2006 to $141,363 for the three months ended September 30, 2007.
        The increase in cost of goods sold was primarily attributable to: the 269%
        increase in sales; an increase of approximately $6,000 in inventory receiving
        fees due to moving our warehouse; and an obsolete inventory write-off of
        $11,000.
  Our
        gross
        profit increased by $3,287 or 23% from $14,564 for the three months ended
        September 30, 2006 to $17,851 for the three months ended September 30, 2007.
        Our
        gross profit was below or targeted gross margin primarily because of our
        $11,000
        obsolete inventory write off; purchase discounts such as our 50% off sale,
        coupon and other sales incentives offered during the quarter in an effort
        to
        increase traffic to our website and clear out our slow moving
        inventory.
  Our
        cost
        of goods sold increased by $196,001 or 198% from $99,159 for the nine months
        ended September 30, 2006 to $295,160 for the nine months ended September
        30,
        2007. The increase in cost of goods sold was primarily attributable to: the
        146%
        increase in sales; increases of approximately $10,000 in inventory receiving
        fees; $6,000 in inventory freight in costs; and an obsolete inventory write-off
        of approximately $23,000.
 
 Our
        gross
        profit increased by $25,747 or 49% from $52,265 for the nine months ended
        September 30, 2006 to $78,012 for the nine months ended September 30, 2007.
        Our
        gross profit was lower than expected primarily due to; a loss in sales and
        an
        increase in sales returns due to moving our inventory from Canada to the
        United
        States during March; technical issues with the fulfillment house software
        system; the write-off of obsolete inventory; sales discounts and customer
        incentives aimed at increasing traffic to our website; promotions aimed at
        moving our slow moving inventory; inventory freight in charges; and warehouse
        inventory receiving fees charged by our fulfillment warehouse.
 
 While
        in
        the short term we expect our profit margins will be below our targeted
        objectives because we are offering customers incentives in an effort to clear
        out our slow moving inventory and increase traffic to our website.  As
        traffic to our website increases and we determine the optimum inventory mix
        to
        maximize inventory turns we anticipate improving our gross margin
        through:
  (1)  
                eliminating or reducing costly incentive programs such as free or
                reduced
                shipping
                charges and 50% off promotions, (2)  
                using alternative shipping options to reduce shipping
                costs, (3)   increasing
                market share through increasing traffic to our
                website, (4)  
                  determining optimum product mix in an effort to alleviate slow
                  moving and
                  obsolete  inventory problems and to maximize inventory turns,
                  and
 (5)   increase
                  sourcing products directly from the manufacturers in an effort
                  to obtain
                  more competitive purchase pricing.
  19
  ***Operating
        Expenses***
 
 Our
        operating expenses increased by $168,718 or 97% from $174,607 for the three
        months ended September 30, 2006 to $343,325 for the three months ended September
        30, 2007.  This increase was primarily due to approximate increases in
        the following categories: $66,500 in administrative fees for accounting
        services and regulatory compliance; $29,000 in advertising and promotion
        due to the free gift bags created for customer promotions, advertising and
        promotion costs associated with advertising products on our website and programs
        aimed at increasing traffic to our website; $14,000 in depreciation due to
        the
        acquisition of computer software during the third quarter of 2006; $6,000
        in
        warehousing costs due to using an independent fulfillment warehouse; $8,000
        in
        delivery costs in excess of what we collected from our customers, due to
        the
        increase in sales and to free shipping promotions during the quarter; $19,000
        in
        warehouse inventory handling costs; $12,000 in consulting fees due to website
        improvements, and customer service center expansion; and during the three
        months
        ended September 30, 2007, we paid rent of $12,000 to our new fulfillment
        warehouse; rent for the three months ended September 30, 2006 was reclassified
        to discontinued operations when we closed down Online.
 
 Our
        operating expenses increased by $311,640 or 61% from $511,814 for the nine
        months ended September 30, 2006 to $823,454 for the nine months ended September
        30, 2007.  This increase was primarily due to approximate increases in
        the following categories: $123,500 in administrative fees due to regulatory
        compliance and accounting services; $20,000 in advertising and promotion
        due to
        the free gift bags created for customer promotions, advertising and promotion
        costs associated with advertising products on our website and programs aimed
        at
        increasing traffic to our website; $51,000 in depreciation due to the
        acquisition of computer software during the third quarter of 2006; $15,500
        in
        travel associated with our warehouse relocation, product sourcing and increased
        promotional activities; $9,500 in computer expenses due to changing our website
        to make it more user friendly; $6,000 increase in bank charges and interest
        due
        to increased credit card commissions as a result of our increased sales;
        $26,000
        in delivery costs in excess of what we collected from our customers, this
        increase was primarily due to an increase in sales and our free and discounted
        shipping charge promotions during the period; $34,000 in to our fulfillment
        warehouse for handling costs; and a $6,500 increase in professional fees
        due to
        regulatory compliance.  Since we moved our inventory we have paid rent
        of $20,000 to our new fulfillment warehouse, rent for the nine months ended
        September 30, 2006 and for the three months ended March 31, 2007 was
        reclassified to discontinued operations when we closed down
        Online.  These increases were offset by a decrease of approximately
        $14,000 in consulting fees primarily due to a reduction in development time
        required to keep our website fully functional and updated.
 
 Over
        the
        next twelve months we expect our operating costs to stabilize.
 
 ***Interest
        Expense***
 
 During
        three months ended September 30, 2007 and 2006 we expensed $72,314 and $0
        respectively and during the nine months ended September 30, 2007 and 2006
        we
        expensed $137,865 and $0 respectively in interest on our note payable and
        convertible notes payable.
 
 During
        the nine months ended September 30, 2007, we issued a total of $3,384,020
        in
        convertible notes, which included $2,843,138 in advances payable that were
        converted into convertible notes payable.  These notes are payable on
        demand, unsecured, bear interest at 7% and are convertible into restricted
        shares of the Company’s common stock at the discretion of the lender at a
        conversion price of the lesser of (1) $0.50 per share and (2) a 20% discount
        to
        the closing market price of the Company’s common stock.
  20
 
 ***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 Online has been
        wound
        up.  As a result of this business decision we have reclassified
        Online’s net gain (net losses) of  $3,274 and $(68,835) for the three
        month periods ended September 30, 2007 and 2006 respectively, and $(121,750)
        and
        $(218,580) for the nine month periods ended September 30, 2007 and 2006
        respectively, to loss from discontinued operations.
 
 **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
        September 30, 2007, we had a cash balance of $21,790 and negative cash flows
        from operations of $852,119.  During the nine months ended September
        30, 2007, we primarily funded our operations through sales and convertible
        notes
        payable.
 
 The
        notes
        to our unaudited condensed consolidated financial statements as of September
        30,
        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 stockholders’ deficit (including accumulated other
        comprehensive loss) of $3,274,475 since inception.  As of September
        30, 2007, we had $4,153,926 in current liabilities, when our current liabilities
        are offset against our current assets of $414,645 we are left with a working
        capital deficit of $3,739,281.  While we have successfully generated
        sufficient working capital and liquidity through web sales, advances, a note
        payable and convertible notes payable 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 nine months
        ended:
 
 **Sources
                  and Uses of Cash****September
                  30****2007**
              
              
              **2006**Net
                  cash used in provided by operating activities
              
              $
              (852,119
              )
              
              $
              (210,479
              )Net
                  cash used in investing activities
              
              
              (12,323
              )
              
              
              (3,400
              )Net
                  cash provided by financing activities
              
              
              840,818
              
              
              
              217,892Effects
                  of foreign currency exchange
              
              
              (17,197
              )
              
              
              2,032Net
                  (decrease) increase in cash
              
              $
              (40,821
              )
              
              $
              6,045
  21
  **Net
        Cash Used In Operating Activities**
 
 Net
        cash
        used in operating activities during the nine months ended September 30, 2007
        was
        $852,119.  We used $868,257 to cover our general and administrative
        costs which  includes $121,750 in general and administrative costs
        that were reclassified to discontinued operations on the wind up of Online,
        we
        spent $25,792 on additional inventory, $12,430 on prepaid expenses and deposits,
        and $45,448 was spent reducing our accrued liabilities.  These uses of
        cash were funded through a gross profit of $78,012, collection of accounts
        receivable of $10,727, an increase in accounts payable of $20,352, an increase
        in the interest accrued on the note payable of $19,945, interest accrued
        on our
        convertible notes payable of $111,429, an increase in the amount due to a
        director of $7,327 due to this director paying expenses on our
        behalf,  an increase in deferred rent $1,417 due to our new warehouse
        lease, depreciation expense of $58,993 and a loss on disposal of fixed assets
        of
        $6,418 due to closing our warehouse in Canada.
 
 **Net
        Cash Used In Investing Activities**
 
 During
        the nine months ended September 30, 2007, we spent $13,644 on the acquisition
        of
        fixed assets and received $1,321 in proceeds from of the disposition of fixed
        assets. Currently we do not have any plans for large investment
        expenditures.
 
 **Net
        Cash Provided By Financing Activities**
 
 During
        the nine months ended September 30, 2007, we received $299,937 in cash advances
        from private investors. These advances combined with advances received in
        the
        prior periods were converted to convertible notes payable during the
        period.
 
 During
        the nine months ended September 30, 2007, we issued convertible notes payable
        in
        exchange for $540,882 in cash.
 
 We
        also
        acquired the domain name www.makeupinvestor.com for
        the nominal amount of $1.
 
 **Contingencies
        and Commitments**
 
 We
        had no
        contingencies at September 30, 2007. Our long term contractual obligations
        and
        commitments are a lease commitment with our warehouse in Sumner, WA; a letter
        agreement for consulting and advertising; and a consulting contract for customer
        care management and administrative services. These contractual obligations
        and
        commitments are summarized in the table below.
  **Contractual
        Obligations**
 
 ***Note
        Payable, Convertible Notes Payable and Advances***
 
 We
        have
        not included our note payable or convertible notes payable in our contractual
        obligation table because the note payable and convertible notes payable are
        due
        on demand and we do not know when they will be repaid.  We have not
        included advances payable in the following table because these liabilities
        have
        no fixed term of repayment.
 
 ***Contractual
        Obligations and Commitments***
 
 Our
        warehouse in Canada is no longer under lease obligation. At June 30, 2007,
        we
        were released from our lease obligation through payment of a penalty in the
        amount of $14,952.
  22
 
 The
        following table contains supplemental information regarding total contractual
        obligations and commitments as of September 30, 2007:
 
 **Payments
                  due by period****Total**
              
              
              **Less
                  than**
                **1
                  year**
              
              
              **1-3
                  years**
              
              
              **3-5
                  years**
              
              
              **More
                  than**
                **5
                  years**Lease
                  commitments
              
              $
              17,000
              
              
              $
              17,000
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0Letter
                  agreement
              
              $
              119,912
              
              
              $
              119,912
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0Contract
                  for services
              
              $
              105,807
              
              
              $
              105,807
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0Total
              
              $
              242,719
              
              
              $
              242,719
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0
  **Internal
        and External Sources of Liquidity**
 
 We
        have
        funded our operations principally from the sale of cosmetics on our web site,
        through advances payable, a note payable and convertible notes
        payable.
 
 **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.
  23




**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.
 
 **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.
  24
 
 **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,
          with the
          exception of the following:
 
 **Item
          1.01 – Entry into a Material Definitive Agreement.**
 
 On
          August
          31, 2007, Makeup Incorporated entered into a contract for services with
          Savvy
          Office Solutions.  Pursuant to the terms and conditions of the
          agreement, Savvy Office Solutions agreed to provide the services of buyer,
          customer care management, and administration to Makeup Incorporated for
          a term
          expiring on August 31, 2008.  Makeup Incorporated agreed to pay Savvy
          Office Solutions CDN$115,000 per annum for the services to be
          provided.  The agreement can be terminated with 30 days’
notice.  See Exhibit 10.8 – Contract for Services for more
          details.
  Also,
          in
          October 2007, Makeup.com entered into a letter agreement with LifeTips
          Inc.  Pursuant to the terms and conditions of the agreement, LifeTips
          Inc. and ideaLaunch, a wholly owned subsidiary of LifeTips Inc. agreed
          to work
          on our www.makeup.com website in the areas of search engine optimization,
          content and link strategy to improve visibility, brand recognition, conversion
          rates, and sales. In accordance with the agreement LifeTips Inc. have agreed
          to
          design and deliver a fully functional tips and advice center for our website
          as
          well as on the LifeTips website under the sub-domain www.make-up.lifetips.com.
          The agreement is for one year and requires a total of $124,895 be paid
          over a
          six month period in accordance with an agreed upon payment schedule. The
          agreement is cancelable at our option. See Exhibit 10.9 - Letter Agreement
          for
          more details.
  **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 (2nd
                    Amendment)
                    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**10.8**
                Contract
                    For Services dated August 31, 2007 between Makeup Incorporated
                    and Savvy
                    Office Solutions.
                
                Included**10.9**
                Letter
                    Agreement for consulting and advertising services entered into
                    in October
                    2007 between Makeup.com Limited and LifeTips.
                
                Included**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
 
 25
  **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:
                    November
                    14, 2007
                By:
                /s/  Robert
                  E.
                  RookRobert
                  E. RookDirector
                  and CEO(Principal
                  Executive
                  Officer)
 Date:
                    November 14, 2007
                By:
                /s/ Munjit
                  JohalMunjit
                  JohalDirector
                  and CFO(Principal
                  Financial Officer)