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

                                  SCHEDULE 13G
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                              (AMENDMENT NO. __)*

                               TRUEYOU.COM, INC.
                               -----------------
                                (Name of Issuer)

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                         (Title of Class of Securities)

                                   897876108
                                   ---------
                                 (CUSIP Number)

                               DECEMBER 20, 2005
                               -----------------
            (Date of Event Which Requires Filing of this Statement)

          Check the appropriate box to designate the rule pursuant to which this
          Schedule is filed:

               [X] Rule 13d-1(b)
               [ ] Rule 13d-1(c)
               [ ] Rule 13d-1(d)

     *The  remainder  of this cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).




CUSIP No. 897876108

1.   Names of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

     Pequot Capital Management, Inc.
     06-1524885

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     a. [ ]
     b. [ ]

3.   SEC Use Only

4.   Citizenship or Place of Organization
     Connecticut

Number of Shares Beneficially Owned by Each Reporting Person With:

5.   Sole Voting Power: 85,378,840

6.   Shared Voting Power: 0

7.   Sole Dispositive Power: 90,487,165

8.   Shared Dispositive Power: 0

9.   Aggregate Amount  Beneficially  Owned by Each Reporting  Person  90,487,165
     shares

10.  Check Box if the Aggregate  Amount in Row (9) Excludes  Certain Shares (See
     Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9): 85.8%

12.  Type of Reporting Person (See Instructions): IA, CO

Item 1.   (a) Name of Issuer

              Trueyou.com, Inc., a Delaware corporation (the "Issuer")

          (b) Address of Issuer's Principal  Executive Offices

              501 Madison Avenue, Suite 407
              New York, New York  10022

Item 2.   (a) Name of Person Filing

              Pequot Capital Management, Inc.

          (b) Address of Principal Business Office or, if none, Residence

              500 Nyala Farm Road, Westport, CT, 06880

          (c) Citizenship

              The Reporting Person is a Connecticut corporation.


          (d) Title of Class of Securities

              Common Stock, par value $0.001 (the "Common Stock")

          (e) CUSIP Number

              897876108


Item 3.   This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).

          The Reporting Person is an investment adviser registered under Section
          203 of the Investment Advisers Act of 1940.

Item 4.   Ownership.

          Ownership as of December 31, 2005 is incorporated  herein by reference
          from  items  (5) - (9) and  (11) of the  cover  page of the  Reporting
          Person. The number of shares reported in items (5) - (9) and (11) (the
          "Shares")  consists of: (i) 18,783,056 shares of Common Stock issuable
          upon exercise of a warrant to purchase  1,878.3056 shares (the "Series
          B Shares") of Series B Convertible  Preferred Stock of the Issuer, par
          value  $0.001  per share  (the  "Series  B  Preferred  Stock"),  which
          converts  into  Common  Stock  at the rate of one  share  of  Series B
          Preferred  Stock to 10,000  shares of Common  Stock;  (ii)  64,439,891
          shares of Common Stock  issuable  upon the  conversion  of  6,443.9891
          shares (the "Series C Shares") of Series C Convertible Preferred Stock
          of the  Issuer,  par value  $0.001 per share (the  "Series C Preferred
          Stock"),  which converts into Common Stock at the rate of one share of
          Series C Preferred  Stock to 10,000 shares of Common Stock;  and (iii)
          7,264,218  shares of Common  Stock  issuable  upon the  exercise  of a
          warrant to purchase  Common Stock (the "Common  Stock  Warrant").  The
          Series B Preferred Stock will automatically  convert into Common Stock
          after the Issuer amends its Certificate of  Incorporation  to increase
          the number of  authorized  shares of Common Stock to enable (i) all of
          the  shares  of  Series  C  Preferred  Stock  to be  converted  at the
          applicable  conversion  number,  and  (ii)  all  shares  of  Series  B
          Preferred  Stock to be converted in  accordance  with their terms (the
          "Authorized  Share  Increase").   The  Series  C  Preferred  Stock  is
          convertible  into Common Stock at the option of the holder  thereof at
          any time after the  Authorized  Share  Increase.  If the Common  Stock
          Warrant is  exercised  prior to the  Authorized  Share  Increase,  the
          Common Stock Warrant is exercisable  to purchase an equivalent  amount
          of Series B Preferred Stock.

Item 5.   Ownership of Five Percent or Less of a Class.

          Not Applicable.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

          The Reporting Person is an investment adviser registered under Section
          203 of  the  Investment  Advisers  Act  of  1940  and,  as  such,  has
          beneficial  ownership of the Shares through the investment  discretion
          the Reporting  Person exercises over its clients'  accounts.  Although
          such  accounts  do not have  beneficial  ownership  of the  Shares for
          purposes of Section 13 and Section 16 of the Act, five accounts of the
          Reporting Person, Pequot Scout Fund, L.P., Pequot Mariner Master Fund,
          L.P.,  Pequot Navigator  Offshore Fund, Inc.,  Pequot Healthcare Fund,
          L.P. and Pequot  Healthcare  Offshore Fund,  Inc., each owns of record
          more than 5% of the Issuer's outstanding Common Stock.

Item 7.   Identification  and Classification of the Subsidiary Which Acquired
          the Security Being Reported By the Parent Holding Company.

          Not Applicable.

Item 8.   Identification and Classification of Members of the Group.

          Not Applicable.



Item 9.   Notice of Dissolution of the Group.

          Not Applicable.

Item 10.  Certification.

          By signing  below,  I certify  that,  to the best of my knowledge  and
          belief, the securities referred to above were acquired and are held in
          the ordinary course of business and were not acquired and are not held
          for the purpose of or with the effect of changing or  influencing  the
          control of the issuer of the  securities and were not acquired and are
          not held in  connection  with or as a participant  in any  transaction
          having such purpose or effect.








                                   SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                 JANUARY 10, 2005
                                                 ----------------
                                                      (Date)

                                               BY: /S/ ARYEH DAVIS
                                               -------------------
                                                    (Signature)

                                      ARYEH DAVIS, CHIEF OPERATING OFFICER,
                                      -------------------------------------
                                         GENERAL COUNSEL AND SECRETARY
                                         -----------------------------
                                                      (Name/Title)