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Beauty Brands Group, Inc. (BBGR) SEC Filing 10-Q Quarterly report for the period ending Saturday, March 31, 2012

Beauty Brands Group, Inc.

CIK: 1409477 Ticker: BBGR
Document and Entity Information
3 Months Ended
Mar. 31, 2012
Feb. 22, 2013
Document And Entity [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2012  
Document Fiscal Year Focus 2012  
Document Fiscal Period Focus Q1  
Trading Symbol BBGR  
Entity Registrant Name BEAUTY BRANDS GROUP, INC.  
Entity Central Index Key 0001409477  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   15,276,411


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 
x
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: March 31, 2012
 
 
o
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT       
                           
 For the transition period from _____________________ to ______________

Commission file number: 000-52764
 
BEAUTY BRANDS GROUP, INC.
(Exact name of registrant as specified in its charter)

Florida
59-1213720
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
   
40 Wall Street
New York, New York 10005
(Address of principal executive offices)
   
(212) 509-1700
(Registrant’s Telephone Number, Including Area Code)

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.    
  o Yes    x  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
  o Yes    x  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 the definitions of “large accelerated filer,”   “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer   o  (Do not check if a smaller reporting company)
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
x Yes    o   No  

As of February 22, 2013, there were 15,276,411 shares of $0.10 par value common stock outstanding.
 
 
 

 

INDEX
 
 
PART I —
FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
1
     
Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2012 (unaudited)
Statements of Expenses for the Three Months Ended March 31, 2012 and 2011 (unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 (unaudited)
3
Notes to Financial Statements (unaudited)
4
     
Item 2.
Management’s Discussion and Analysis or Plan of Operation.
5
     
Item 3.
Quantitative and Qualitative Disclosure about Market Risk
6
     
Item 4.
Controls and Procedures.
6
     
PART II —
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings.
7
     
Item 1A.
Risk Factors
7
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
7
     
Item 3.
Defaults Upon Senior Securities.
7
     
Item 4.
Mining Safety Disclosures.
7
     
Item 5.
Other Information.
7
     
Item 6.
Exhibits.
8
 

 
 
 

 
PART I — FINANCIAL INFORMATION
 
Item 1. Financial Statements


BEAUTY BRANDS GROUP, INC.

BALANCE SHEETS
(unaudited)
March 31, 2012 and December 31,  2011

ASSETS
 
     March 31,     December 31,  
   
2012
   
2011
 
             
             
Current Assets
           
Cash
  $ 13,000     $ -  
                 
                 
Total Assets
  $ 13,000     $ -  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
                 
Current Liabilities
               
Accounts payable
  $ 5,090     $ 7,090  
Note payable
    20,000       -  
                 
Total current liabilities
    25,090       7,090  
                 
Stockholders' Deficit
               
Common stock, $0.10 par value, 100,000,000
shares authorized; 15,276,411 shares issued and outstanding
    1,527,641       1,527,641  
Additional paid-in capital
    1,847,374       1,847,374  
Accumulated deficit
    (3,387,105 )     (3,382,105 )
                 
Total Stockholders' Deficit
    (12,090 )     (7,090 )
                 
Total Liabilities and Stockholders' Deficit
  $ 13,000     $ -  


See accompanying notes to unaudited financial statements

 
1

 
BEAUTY BRANDS GROUP, INC.

STATEMENTS OF EXPENSES
(unaudited)
For the three months ended March 31, 2012 and 2011

   
2012
   
2011
 
             
             
             
Operating Expenses:
           
          Selling, general and administrative
  $ 5,000     $ 137  
                 
           Net loss
  $ (5,000 )   $ (137 )
 
               
                 
 
               
                 
Basic and diluted net loss per common share
  $ (0.00 )   $ (0.00 )
                 
Weighted Average Number of Common Shares                
  Outstanding -- basic and diluted     15,276,409       15,276,411  
                 



See accompanying notes to unaudited financial statements
 
 
 
 
 

 
 
2

 
BEAUTY BRANDS GROUP, INC.

STATEMENTS OF CASH FLOWS
(unaudited)
For the three months ended March 31, 2012 and 2011

   
2012
   
2011
 
Cash flows from operating activities
           
Net loss
  $ (5,000 )   $ (137 )
Adjustments to reconcile net earning to net cash
               
used in operating activities:
               
                 
                 
Changes in operating assets and liabilities:
               
Accounts payable
    (2,000 )     137  
Net cash used in operating activities
    (7,000 )     -  
                 
Cash flows from financing activities
               
Proceeds from note payable
    20,000       -  
Net cash provided by financing activities
    20,000       -  
                 
                 
Net increase (decrease) in cash
    13,000       -  
                 
Cash, beginning of year
    -       -  
                 
Cash, end of year
  $ 13,000     $ -  
                 
Supplemental Disclosures:
               
Interest Paid
  $ -     $ -  
Taxes Paid
  $ -     $ -  



See accompanying notes to unaudited financial statements
 
 
 
 
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 Management’s Discussion and Analysis and 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 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 year ended December 31, 2011 as reported in the Form 10-K have been omitted.

NOTE 2 – GOING CONCERN

Beauty Brands has few assets and no operations as of March 31, 2012.  These conditions raise substantial doubt as to Beauty Brands’ ability to continue as a going concern.  The financial statements do not include any adjustments that might be necessary if Beauty Brands is unable to continue as a going concern.  Management is trying to raise additional capital through sales of common stock as well as seeking viable candidates to purchase Beauty Brands.

NOTE 3 – RELATED PARTY TRANSACTION

Beauty Brands does not have any operations and they do not  generate revenues.  Expenses incurred by Beauty Brands are related to professional fees such as accounting and legal fees.  Certain expenses are paid by a majority shareholder and contributed to capital.  No capital was contributed during the quarter ended March 31, 2012.

NOTE 4 –NOTE PAYABLE

Beauty Brands entered into a $20,000 convertible note payable agreement on March 15, 2012.   The principal and accrued interest of 10% is due in full on March 15, 2013.  The note holder has the right to convert the outstanding principal amount and any accrued interest into the Company’s common stock at a price of $0.01 per share.

 
4

 
Item 2. Management’s Discussion and Analysis or Plan of Operation.
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report.

Overview

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 our name to Beauty Brand Group, Inc.

We are now considering business opportunities for merger or acquisition that might create value for our 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 approach to seeking business opportunities. Accordingly, we may have to wait some time before consummating a suitable transaction.

We do not intend to restrict our consideration of business opportunities to any particular business or industry segment. Due to our lack of financial resources, the scope and number of suitable business opportunities we can consider is limited. Therefore, we are most likely to participate in a single business opportunity. Accordingly, we 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.

The decision to participate in a particular business opportunity will be based on management’s analysis of the quality of the opportunity’s management and personnel, the anticipated acceptability of products or marketing concepts, 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 business opportunity 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. We 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.

We do 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, some opportunities available to us may concern businesses in the development stage that 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 majority 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 as and when necessary.

 
5

 
Results of Operations

Operating expenses for the three months ended March 31, 2012, were $5,000 as compared with $137 for the same period in 2011. This increase of $4,863 was due to increased selling, general and administrative expenses.  Net loss from operations for the three months ended March 31, 2012, was $5,000 as compared to $137 for the three months ended March 31, 2011.

Liquidity and Capital Resources

We generated net losses for the three months ended March 31, 2012, and the year ending December 31, 2011, and had accumulated deficit  of $3,387,105 at March 31, 2012 and $3,382,105 at December 31, 2011.  We had a working capital deficit of $12,090 at  March 31, 2012, and $7,090 at December 31, 2011.  We have no long term obligations.

We had a cash balance of $13,000 at March 31, 2012, and $0 at December 31, 2011.  For the three month period ended March 31, 2012, we had net cash inflows of $13,000. Cash flows used in operations for the three month period ended March 31, 2012, were $7,000 compared with $0 for the same period in 2011, an increase due to increased selling, general and administrative expenses. We had net cash provided by financing activities of $20,000 for the three month period ended March 31, 2012.
 
During the fiscal year 2013, we expect that our operations will be funded by advances from management and financing activities. However, there is no assurance that we will be able to obtain sufficient funds to support our operations as planned. We are dependent on the continued support of our creditors and our ability to raise further capital to fund ongoing expenditures. In current market conditions there is uncertainty that the necessary funding can be obtained as needed, raising substantial doubt as to our to continue operating as a going concern. In the event we are unable to raise additional capital, we will not be able to meet our obligations and will be required to further curtail or terminate some of our projects and/or activities.

All of our costs associated with complying with the securities laws, rules, and regulations applicable to public companies, estimated to be less than $25,000 annually, will be funded by a loan or capital contributions from our principal shareholder, to the extent that funds are available to do so. However, our principal shareholder is not obligated to provide these or any other funds. If we fail to secure such funding, we may fail to meet our reporting obligations as a public company.

Our independent auditors have indicated in their audit report for the year ended December 31, 2011 that there is substantial doubt about our ability to continue as a going concern over the next twelve months.
 
Off-Balance Sheet Arrangements
 
There are no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure about Market Risk
 
Not applicable
 
Item 4. Controls and Procedures.


Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objective, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.


 
6

 
Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2012.  Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have  concluded that our disclosure controls and procedures were  not effective as of March 31, 2012 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, lack of staff to manage the compilation and preparation of our periodic reports, resulting in our inability to timely file our periodic reports within their respective prescribed periods.  Our principal executive and financial officer does 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 and full time executive officers to manage the Company.  To remedy this material weakness, we intend to engage additional resources to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting


There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. However, in light of the determination that our internal controls over financial reporting for the period ended December 31, 2011, was not effective, as discussed in our Form 10-K for the year ended December 31, 2011,  subject to availability of funds and completion of successful merger or acquisition, we intend to implement changes made to our internal control over financial reporting to address the material weaknesses.  As part of our remedial plan, we plan to intend to devote significant resources to remediating, improving and documenting our disclosure controls and procedures and internal controls and procedures, including hiring a new chief financial officer with US GAAP and SEC reporting experience, additional accounting, and finance staff, and consultants to assist with these functions, and implementing additional financial and management controls, reporting systems and procedures.    
 
 
PART II — OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
None.
 
Item 1A. Risk Factors
 
Not applicable.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. Mining Safety Disclosures.
 
Not applicable.

Item 5. Other Information.
 
Not applicable.
 
Item 6. Exhibits.
 
7

 

Exhibit
Item
10.1
Convertible Promissory Note dated March 15, 2012*
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
XBRL Instance Document (1)
 
101.SCH
XBRL Taxonomy Extension Schema (1)
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase (1)
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase (1)
 
101.LAB
XBRL Taxonomy Extension Label Linkbase (1)
 
101.FRE
XBRL Taxonomy Extension Presentation Linkbase (1)
 
_____________

*
Filed herewith.
   
(1)
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


 
 
 
 
 
 
 

 
 
8

 

SIGNATURES

In accordance with the requirements 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.
 
       
 
By:
 /s/ James Fuller
 
Date: February 27, 2013
 
James Fuller
 
 
 
(Principal Executive Officer, Principal Financial Officer/Principal Financial Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
9

 

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Ticker: BBGR
CIK: 1409477
Form Type: 10-Q Quarterly Report
Accession Number: 0001214782-13-000133
Submitted to the SEC: Wed Feb 27 2013 5:18:37 PM EST
Accepted by the SEC: Wed Feb 27 2013
Period: Saturday, March 31, 2012
Industry: Blank Checks

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