The group met in 1998 and was managed by music producer Chris Stokes with Lil' Fizz, J-Boog, and Raz-B as members. During a New Year's Eve party that Chris Stokes was hosting in 1999, Omarion joined the group. They named their group B2K to represent the fact that they got together in the beginning of a new millennium. They had made a cameo in Lil' Bow Wow's video for Ghetto Girls, and were the opening act on the Scream Tour I.