Attached files
| file | filename |
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| EX-32 - BEAUTY BRANDS GROUP, INC. | ex32.htm |
| EX-31.2 - BEAUTY BRANDS GROUP, INC. | ex31-2.htm |
| EX-31.1 - BEAUTY BRANDS GROUP, INC. | ex31-1.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON
D.C.
FORM
10-Q
[X] Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
or
[ ]
Transitional Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the
Quarter Ended September 30, 2009
Commission
File No. 000-52764
BEAUTY
BRANDS GROUP, INC.
-----------------------------
(Exact
name of Registrant as specified in its charter)
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FLORIDA
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59-1213720
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-------------------
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-------------------
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(State
of other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer Identification
Number)
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15 Broad
Street, Apt. 2624, New York, New York 10005
-----------------------------------------
Address
of principal executive offices
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Registrant’s
telephone number, including area code: (513)
871-7223
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Indicate
by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90
days. YES ■NO
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company, See definitions of “large accelerated filer” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
Accelerated Filer □
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Accelerated
Filer □
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Non-Accelerated
Filer □
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Smaller
Reporting Company ■
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Indicate
by check mark whether the Registrant is a shell company (as defined by Rule
12b-2 of the Exchange
Act) YES ■ NO □
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEEDING FIVE YEARS:
Indicate by checkmark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13, or 15(d) of the securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by the court.Yes □ No
□
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: As of November 5,
2009, the Company had
15,276,411 shares of $0.10 par value common stock issued and
outstanding.
TABLE
OF CONTENTS
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Page
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Part I Financial
Information
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Item
1. Financial Statements
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F-1
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Balance
Sheets as of September 30, 2009 and December 31, 2008
(Unaudited)
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F-1
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Statements
of Expenses for the Three and Nine Months
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|
|
Ended
September 30, 2009 and 2008 (Unaudited)
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F-2
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Statements
of Cash Flows for the
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Nine
Months Ended September 30, 2009 and 2008 (Unaudited)
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F-3
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Notes
to the Interim Financial Statements (Unaudited)
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F-4
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Item
2. Management’s
Discussion and Analysis of Financial Condition
and Results of
Operations
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4
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Item
3. Quantitative
and Qualitative Disclosures About Market Risk
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5
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Item
4. Controls
and
Procedures
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6
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Part II Other
Information
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Item
1. Legal
Proceedings
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6
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Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
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6
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Item
3. Defaults
Upon Senior Securities
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6
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Item
4. Submission
of Matters to a Vote of Security Holders
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6
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Item
5. Other
Information
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6
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Item
6. Exhibits
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6
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Signatures
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7
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Ex-31.1 Section
302 Certification of Principal Executive Officer
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Ex-31.2 Section
302 Certification of Principal Financial Officer
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Ex-32 Section 906
Certification of Officers
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PART
I. - FINANCIAL INFORMATION
BEAUTY
BRANDS GROUP, INC.
BALANCE
SHEETS
(unaudited)
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September
30,
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December
31,
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|||||||
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2009
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2008
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|||||||
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ASSETS
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||||||||
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Total
assets
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$ | $ | - | |||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
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Current
liabilities
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||||||||
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Accounts
payable
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$ | 2,581 | $ | - | ||||
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Total
current liabilities
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2,581 | - | ||||||
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Stockholders’
equity (deficit):
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||||||||
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Common
stock, $.10 par value, 100,000,000 shares authorized;
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1,527,641 | 1,527,641 | ||||||
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15,276,411
shares issued and outstanding
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||||||||
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Additional
paid in capital
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1,814,853 | 1,795,324 | ||||||
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Accumulated
deficit
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(3,345,075 | ) | (3,322,965 | ) | ||||
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Total
stockholders’ equity deficit
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(2,581 | ) | - | |||||
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Total
liabilities and stockholders’ deficit
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$ | - | $ | - | ||||
See
accompanying notes to unaudited financial statements
F-1
BEAUTY BRANDS GROUP,
INC.
STATEMENTS
OF EXPENSES
(unaudited)
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Three
Months Ended
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Nine
Months Ended
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||||||||||||
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September
30,
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September
30,
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||||||||||||
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2009
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2008
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2009
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2008
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Operating
expenses
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|||||||||||||
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General
&administrative costs
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$ | 3,031 | $ | 6,658 | $ | 22,110 | $ | 26,259 | |||||
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Net
loss
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$ | (3,031 | ) | $ | (6,658 | ) | $ | (22,110 | ) | $ | (26,259 | ) | |
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Basic
and diluted net loss per common share
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$ | (.00 | ) | $ | (.00 | ) | $ | (.00 | ) | $ | (.00 | ) | |
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Weighted
Average Number Of Common Shares Outstanding
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15,276,411 | 15,276,411 | 15,276,411 | 15,276,411 | |||||||||
See accompanying notes to unaudited
financial statements
F-2
BEAUTY
BRANDS GROUP, INC.
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STATEMENTS
OF CASH FLOWS
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(unaudited)
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Nine
Months
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Nine
Months
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|||||||
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Ended
|
Ended
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|||||||
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September
30, 2009
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September
30, 2008
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CASH FLOWS FROM OPERATING
ACTIVITIES:
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||||||||
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Net
loss
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$ | (22,110 | ) | $ | (26,259 | ) | ||
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Changes
in operating liabilities:
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||||||||
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Accounts
payable
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2,581 | (4,872 | ) | |||||
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Net
cash used in operating activities
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(19,529 | ) | (31,131 | ) | ||||
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CASH FLOWS FROM FINANCING
ACTIVITES:
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||||||||
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Capital
contribution
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19,529 | 31,131 | ||||||
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Net
cash provided by financing activities
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19,529 | 31,131 | ||||||
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Increase
in Cash
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- | - | ||||||
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Cash,
Beginning of Period
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- | -- | ||||||
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Cash,
End of Period
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$ | - | $ | - | ||||
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Supplemental Disclosure of Cash Flow
Information:
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||||||||
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Interest
paid
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$ | - | $ | - | ||||
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Income
taxes paid
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$ | - | - | |||||
See
accompanying notes to unaudited financial statements
F-3
BEAUTY
BRANDS GROUP, INC.
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 – BASIS OF
PRESENTATION
The
accompanying unaudited interim financial statements of Beauty Brands Group, Inc.
(“Beauty Brands”), have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited financial statements and notes thereto contained in Beauty Brand’s
Annual Report filed with the SEC on Form 10-K. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full
year. Notes to the financial statements which substantially duplicate
the disclosure contained in the audited financial statements for fiscal 2008 as
reported in the Form 10-K have been omitted.
Recently
Issued Accounting Pronouncements
Effective
for the quarter ended June 30, 2009, the Company implemented ASC 855, Subsequent Events . This
standard establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued. The adoption of ASC 855 did not impact the Company’s financial
position or results of operations. The Company evaluated all events or
transactions that occurred after September 30, 2009 up through November 5, 2009, the date the Company issued these
financial statements. During this period, the Company had no subsequent
events.
In July
2009, the FASB issued new guidance relating to the “FASB Accounting Standards
Codification” at ASC 105, as the single source of authoritative nongovernmental
U.S. generally accepted accounting principles (GAAP). The Codification is
effective for interim and annual periods ending after September 15, 2009. All
existing accounting standards are superseded as described in ASC 105. All other
accounting literature not included in the Codification is nonauthoritative.
Management is currently evaluating the impact of the adoption of ASC 105 but
does not expect the adoption of ASC 105 to impact the Company’s results of
operations, financial position or cash flows.
NOTE 2 – GOING
CONCERN
Beauty
Brands has no assets and operations as of September 30, 2009. These
conditions raise substantial doubt as to Beauty Brands’ ability to continue as a
going concern. The financial statements do not include any adjustments that
might be necessary if Beauty Brands is unable to continue as a going concern.
Management is trying to raise additional capital through sales of common stock
as well as seeking viable candidates to purchase Beauty Brands.
NOTE 3 – COMMON STOCK AND
RELATED PARTY TRANSACTION
As Beauty
Brands is operating as a holding company, they are not generating
revenues. Expenses incurred by Beauty Brands are related to
professional fees such as accounting and legal fees. The Company
received additional capital contributions from its majority shareholder during
the nine months ended September 30, 2009 in the amount of $19,529. No
additional shares of common stock were issued as a result of these capital
contributions.
F-4
ITEM
2. Management’s Discussion and Analysis of Financial Condition or
Plan of Operations
The
following discussion and analysis presents a review of the operating results of
Beauty Brands Group, Inc. (the “Company”) for the nine months ended September
30, 2009 and 2008, respectively, and the financial condition of the Company at
September 30, 2009. The discussion and analysis should be read in conjunction
with the financial statements and accompanying notes included herein, as well as
the Company’s audited financial statements for the year ended December 31, 2008
included in Company’s Annual Statement on Form 10K filed on March 31,
2009.
Safe
Harbor for Forward-Looking Statements
Statements
included in the Quarterly Report filed on Form 10-Q that do not relate to
present or historical conditions are “forward-looking statements.”
Forward-looking statements may include, without limitation, statements relating
to our plans, strategies, objectives, expectations and intentions and are
intended to be made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,”
“intends,” “possible,” “estimates,” “anticipates,” and “plans” and similar
expressions are intended to identify forward-looking statements. Our ability to
predict projected results or the effect of events on our operating results is
inherently uncertain. Forward-looking statements involve a number of risks,
uncertainties and other factors that could cause actual results to differ
materially from those discussed in this document. Forward-looking statements
should not be read as a guarantee of future performance or results, and will not
necessarily be accurate indications of the times at, or by which, such
performance or results will be achieved. Forward-looking information is based on
information available at the time and/or management’s good faith belief with
respect to future events, and is subject to risks and uncertainties that could
cause actual performance or results to differ materially from those expressed in
the statements. Important factors that could cause actual performance or results
to differ materially from those expressed in or implied by, forward-looking
statements include, but are not limited to: (i) industry competition,
conditions, performance and consolidation, (ii) legislative and/or regulatory
developments, (iii) our ability to find to find an acceptable merger candidate,
(iv) the effects of adverse general economic conditions, both within the United
States and globally, and (v) other factors described under “Risk Factors”
contained in the Company’s Annual Statement on Form 10K filed on March 31,
2009.
Forward-looking
statements speak only as of the date the statements are made. The Company
assumes no obligations to update forward-looking statements to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information except to the extent required by applicable
securities laws. If the Company updates one or more forward-looking statements,
no inference should be drawn that it will make additional updates with respect
thereto or with respect to other forward-looking statements.
Description
of Business.
BEAUTY
BRANDS GROUP, INC. ("We", "Us" or the "Company") is a Florida corporation and
was incorporated in 1968 as “Chemair Corporation of America.” In
February 1983, the Company’s Articles of Incorporation were amended to change
the Company’s name to Beauty Brand Group, Inc.
The
Company is now considering business opportunities for merger or acquisition that
might create value for its shareholders. We have no day-to-day
operations. Our officers and directors devote limited time and
attention to the affairs of the Company.
Selection
of a Business
Management
has adopted a conservative policy of seeking opportunities that it considers to
be of exceptional quality. Therefore, we may have to wait some time before
consummating a suitable transaction. Management recognizes that the higher the
standards it imposes upon us, the greater may be its competitive disadvantage
when vying with other acquiring interests or entities.
The
Company does not intend to restrict its consideration to any particular business
or industry segment. Due to our lack of financial resources, the scope and
number of suitable business ventures is limited. We are therefore most likely to
participate in a single business venture. Accordingly, the Company may not be
able to diversify and may be limited to one merger or acquisition. The lack of
diversification would prevent us from offsetting losses from one business
opportunity against profits from another.
-4-
The
decision to participate in a specific business opportunity will be made upon
management’s analysis of the quality of the opportunity’s management and
personnel, the anticipated acceptability of products or marketing concepts, the
merit of technological changes and numerous other factors which are difficult,
if not impossible, to analyze through the application of any objective criteria.
Further, it is anticipated that the historical operations of a specific venture
may not necessarily be indicative of the potential for the future because of the
necessity to substantially shift a marketing approach, expand operations, change
product emphasis, change or substantially augment management, or make other
changes. The Company will be partially dependent upon the management of any
given business opportunity to identify such problems and to implement, or be
primarily responsible for the implementation of required changes.
Since we
may participate in a business opportunity with a newly organized business or
with a business which is entering a new phase of growth, it should be emphasized
that the Company may incur risk due to the failure of the target’s management to
have proven its abilities or effectiveness, or the failure to establish a market
for the target’s products or services, or the failure to realize
profits.
The
Company does not anticipate acquiring or merging with any company for which
audited financial statements cannot be obtained. Management, however, does
anticipate that any opportunity in which we participate will present certain
risks. Many of these risks cannot be adequately identified prior to selection of
a specific opportunity. Our shareholders must therefore depend on the ability of
management to identify and evaluate such risks. Further, in the case of some of
the opportunities available to us, it may be anticipated that some of such
opportunities are yet to develop as going concerns or that some of such
opportunities are in the development stage in that same have not generated
significant revenues from principal business activities prior to our
participation.
The
Company does not currently engage in any business activities that provide cash
flow. During the next twelve months we anticipate incurring costs and expenses
related to filing of Exchange Act reports and investigating and consummating a
business combination. Management anticipates that our principal shareholder will
continue to fund the costs and expenses to be incurred with such activities
through loans or further investment in the Company to be made by them as and
when necessary.
Results
of Operations for the Nine Month Periods Ended September 30, 2009 and
2008
The
Company has not generated revenue for the nine months periods ending September
30, 2009 and 2008.
The
Company had general and administrative expenses of $22,110 during the nine
months ended September 30, 2009 resulting in a net loss of
$22,110. During the same period in 2008, the Company experienced
$26,259 in general and administrative expenses, resulting in a net loss of
$26,259. Expenses consisted of general corporate administration,
legal and professional fees, and accounting and auditing costs.
The
Company has no material commitments for the next twelve months. The Company has
an accumulated deficit and its current liquidity needs cannot be met by cash on
hand. As a result, our independent auditors have expressed substantial doubt
about our ability to continue as a going concern. In the past, the Company has
relied on capital contributions from our principal shareholder to pay our
expenses. The Company anticipates that it will continue to receive
assistance from our principal shareholder to pay its expenses for at least the
next twelve months. However, there are no agreements or
understandings to this effect. Should the Company require additional
capital, it may sell common stock, take loans from officers, directors or
shareholders or enter into debt financing agreements.
ITEM
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is not materially affected by market risk.
-5-
ITEM
4. Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our principal executive and financial officers have
reviewed the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
and have concluded that the disclosure controls and procedures are not effective
due to a material weakness. The material weakness is due to a lack of
segregation of duties in financial reporting, as our financial reporting and all
accounting functions are performed by an external consultant with no oversight
by another professional with accounting expertise. Our CEO and CFO do not
possess accounting expertise and our company does not have an audit
committee. This weakness is due to the company’s lack of working capital
to hire additional staff. To remedy this material weakness, we intend to
engage additional resources to assist with financial reporting as soon as our
finances will allow.
Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud. A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Due to the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, have been detected. Accordingly, management
believes that the financial statements included in this report fairly present in
all material respects our financial condition, results of operations and cash
flows for the periods presented.
Changes
in Internal Control over Financial Reporting
There was
no significant change in the Company’s internal control over financial reporting
that occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
The
Company is not a party to any material pending legal proceedings. No such action
is contemplated by the Company nor, to the best of its knowledge, has any action
been threatened against the Company.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None
None
ITEM
5. OTHER INFORMATION
None
ITEM
6. EXHIBITS
Ex-31.1 Section
302 Certification of Principal Executive Officer
Ex-31.2 Section
302 Certification of Principal Financial Officer
Ex-32 Section
906 Certification of Officers
-6-
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BEAUTY
BRANDS GROUP, INC.
(Registrant)
Date:
November 11, 2009
By: /s/ Dan
Kelly
Dan
Kelly
Chief
Financial Officer and Director
Date:
November 11, 2009
By: /s/ James
Altucher
President
and Chairman
-7-