UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~February 25, ~~2012~~2013

Beauty Brands Group, Inc.

(Exact name of registrant as specified in its charter)

Florida

(State or Other Jurisdiction of

Incorporation)

000-52764

(Commission File Number)

59-1213720

(IRS Employer

Identification No.)


40 Wall Street, 58th Floor New York, New York (Address of Principal Executive Offices)		10005 (Zip Code)

(212) 509-1700

(Registrant’s telephone number, including area code)

_____________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 4-Matters Related to Accountants and Financial Statements

Item 4.01 Change in Registrant’s Certifying Accountant

Dismissal of Previous Independent Registered Public Accounting Firm

On March 2, 2012, our board of directors (“Board”) approved the dismissal of our independent registered public accounting firm, Malone Bailey LLP (“Malone Bailey”), as our independent registered public accounting firm. We do not have a separate “audit committee.”

For fiscal year ended December 31, 2009, Malone Bailey issued an audit report on our balance sheet as of December 31, 2009 and 2008 and the related statements of expenses, shareholders’ deficit, and cash flows for the years then ended. The report of Malone Bailey on the foregoing financial statements did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to any uncertainty, audit scope or accounting principles, other than as to the substantial doubt of the Company's ability to continue as a going concern.

During the periods ended December 31, 2009, through the date of dismissal, (i) we did not have any disagreements with Malone Bailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Malone Bailey would have caused it to make a reference to the subject matter of the disagreements in connection with its reports, and (ii) there were no "reportable events," as described in Item 304(a)(1)(v) of Regulation S-K of the Securities Exchange Act of 1934, as amended (“Regulation S-K”).

We furnished Malone Bailey with a copy of this disclosure on March 6, 2012, providing Malone Bailey with the opportunity to furnish us with a letter addressed to the SEC stating whether it agrees with the statement made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree (“Auditors Letter”). A letter from Malone Bailey dated March 7, 2012 is filed hereto as Exhibit 16.1.

Engagement of New Independent Registered Public Accounting Firm

Effective as of March 2, 2012, our Board appointed Friedman LLP (“Friedman”) as our independent registered public accounting firm. Prior to our engagement of Friedman, neither us nor anyone acting on our behalf consulted Friedman with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us or oral advice was provided that Friedman concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Section 5-Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director and Certain Officer

Effective as of ~~March~~February 25, ~~2012~~2013, our Board of Directors appointed Mr. ~~Gianluca~~James ~~Cicogna~~Fuller ~~Mozzoni~~ as our director to fill a vacancy on the Board. In addition, the Board appointed Mr. ~~Cicogna Mozzoni~~ Fuller as our President and Chief Executive Officer, Secretary and Chief Financial Officer as of ~~March~~February 25, ~~2012~~2013.

Since February 2010, Mr. ~~Cicogna Mozzoni~~Fuller, age 4871, has ~~been~~served as a ~~consulting~~director, ~~member~~and Chairman of ~~Baytree~~‎the ~~Capital~~Audit ~~Associates,~~Committee ~~LLC,~~and ~~our~~Independent ~~controlling~~Financial ~~shareholder,~~Expert ~~and~~of ~~has~~Cavitation-Technologies, Inc., ~~over~~a 25‎public ~~years~~company ofengaged ~~experience investing~~ in ~~private~~the ~~and~~business ~~public~~of ~~companies~~designing and ~~doing~~engineering ~~cross-border~~environmentally ~~transactions.~~friendly ~~Since~~‎technology ~~December~~based ~~20, 2011, Mr~~systems. He ~~Cicogna~~was ~~Mozzoni~~formerly ~~has been serving as~~ a ~~director,~~Vice ~~president,~~President ~~chief~~of ~~executive~~the ~~officer,~~New ~~chief~~York ~~financial~~Stock ~~officer,~~Exchange ~~treasurer~~ ‎and ~~secretary~~director of ~~Lone~~the ~~Pine~~Securities ~~Holdings,~~Investor ~~Inc~~Protection Corporation., aIn ~~public~~addition ~~company. Prior~~ to ~~joining~~his ~~Baytree~~over ~~Capital,~~30 ~~Mr.~~years ~~Cicogna~~‎experience ~~Mozzoni~~in ~~worked at~~ the ~~Zanett~~securities ~~Group~~markets, inMr. ~~New~~Fuller ~~York,~~sat ~~where~~on hethe ~~was~~Board ~~involved~~of inTrustees ~~advising~~of ~~and~~the ~~investing~~University inof ~~early~~‎California, ~~stage~~Santa ~~private~~Cruz and ~~public~~previously ~~companies.~~served ~~Mr.~~as ~~Cicogna~~Chairman ~~Mozzoni has~~of ~~invested~~their inAudit aCommittee ~~broad range of businesses~~ and ~~has~~‎Independent ~~extensive~~Financial ~~hands-on~~Expert. ~~experience~~Jim ~~advising,~~is ~~building~~a ~~and~~partner ~~managing~~at ~~companies.~~Baytree ~~From~~Capital ~~February 2008 to October 2008~~Associates, MrLLC. ~~Cicogna~~He ~~Mozzoni served~~received as‎his ~~director~~BS ~~for~~in ~~Morlex,~~Political ~~Inc.~~Science Hefrom ~~graduated~~San ~~with~~Jose ~~honors~~State inUniversity ~~economics~~and his MBA from ~~Buckingham~~California State ‎University- Fresno.‎

We do not have an employment agreement with Mr. ~~Cicogna Mozzoni~~Fuller, nor do we anticipate compensating Mr. ~~Cicogna~~Fuller ~~Mozzoni~~ for serving as our officer and director. There are no arrangements or understandings between Mr. ~~Cicogna~~Fuller ~~Mozzoni~~ and any other persons pursuant to which Mr. ~~Cicogna~~Fuller ~~Mozzoni~~ was selected as director, nor are there any transactions between us and Mr. ~~Cicogna~~Fuller ~~Mozzoni~~ in which he has a direct or indirect material interest required to be reported pursuant to the rules and regulations of the Commission.

Resignation of Director

Effective ~~March~~February 5, ~~2012~~2013, pursuant to a certain Resignation Letter, Mr. ~~Goodman~~ Gianluca Cicogna-Mozzoni resigned from his positions as our director and from all other positions he held.

A copy of Mr. ~~Goodman~~Cicogna-Mozzoni’s Resignation Letter is filed hereto sas Exhibit 17.1

Item 5.03 Amendments to Articles of Incorporation Or Bylaws; Change In Fiscal Year.

On March 2, 2012, our Board approved an amendment and restatement of our bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws replace the our former bylaws in its entirety.

The Amended and Restated Bylaws are attached hereto as Exhibit 3.1, and incorporated herein by this reference.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements And Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Bylaws
16.1		Letter from Malone Bailey LLP
17.1		Resignation Letter

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated: March 7, 2012~~ Beauty Brands Group, Inc. ~~a Florida corporation /s/ Gianluca Cicogna Mozzoni Gianluca Cicogna Mozzoni Chief Executive Officer~~

4a Florida corporation

Dated: February 8, 2013 /s/ James Fuller

James Fuller

Chief Executive Officer

Filing Compare · BEAUTY BRANDS GROUP, INC.