U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _______ to _______ NATIONAL BEAUTY CORPORATION --------------------------- (Exact name of small business issuer as specified in its charter) BEAUTYMERCHANT.COM, INC. ------------------------ (Former name of registrant) Nevada 13-3422912 ----------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) identification No.) 4818 W. Commercial Blvd., Ft. Lauderdale, Florida 33319 ------------------------------------------------------- (Address of principal executive offices) (954) 717-8680 -------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [x] No [ ] Number of shares of common stock outstanding as of August 9, 2001: 72,361 INDEX TO FORM 10-QSB -------------------- Page No. --------- PART I - ------- Item 1. Financial Statements Consolidated Balance Sheets - June 30, 2001 and December 31, 2000 3 Consolidated Statements of Income - Three and Six Months Ended June 30, 2001 and 2000 4 Consolidated Statements of Cash Flows - Six Months Ended June 30, 2001 and 2000 5 Notes to Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition And Results of Operations 8-12 PART II - -------- Item 2. Changes in Securities 13 NATIONAL BEAUTY CORPORATION & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2001 AND DECEMBER 31, 2000 (Unaudited) ASSETS June 30, 2001 Dec. 31, 2000 ------ CURRENT ASSETS: - --------------------------- Cash and cash equivalents . $ 23,354 $ 56,191 Accounts receivable . . . . 1,929 1,684 Marketable securities . . . 12,592 68,000 Inventory . . . . . . . . . 4,087 3,564 Shareholder loan receivable 1,879 7,892 Prepaid expenses. . . . . . 370 -0- TOTAL CURRENT ASSETS. . . . 44,211 137,331 --------- --------- FIXED ASSETS - --------------------------- Furniture and fixtures. . . 21,616 6,521 Leasehold improvements. . . 3,500 2,000 Equipment . . . . . . . . . 34,985 32,185 Accumulated depreciation. . (34,236) (32,344) NET FIXED ASSETS. . . . . . 25,865 8,362 --------- --------- OTHER ASSETS: - --------------------------- Deposits. . . . . . . . . . 7,800 3,700 TOTAL OTHER ASSETS. . . . . 7,800 3,700 --------- --------- TOTAL ASSETS. . . . . . . . $ 77,876 $149,393 ========= ========= See accompanying notes to financial statements NATIONAL BEAUTY CORPORATION & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) AS OF JUNE 30, 2001 AND DECEMBER 31, 2000 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY June 30, 2001 Dec. 31, 2000 ------------------------------------ CURRENT LIABILITIES - --------------------------------------------------------------------- Accounts payable and accrued expenses . . . . . . . . . . . . . . . . $ 2,230 $ 2,230 Note payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,400 -0- Current portion of capitalized lease obligation . . . . . . . . . . . 1,712 1,862 TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . 12,342 4,092 LONG-TERM DEBT - --------------------------------------------------------------------- Capitalized lease obligation. . . . . . . . . . . . . . . . . . . . . 1,665 2,765 STOCKHOLDERS' EQUITY - --------------------------------------------------------------------- Common stock ($.001 par value, 100,000,000 shares authorized; 72,361 and 58,425 issued and outstanding at June 30, 2001 and December 31, 2000, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . 72 58 Convertible preferred stock ($.001 par value; 50,000,000 shares authorized, 1,000,000 shares issued and outstanding). . . . . . . . . 1,000 1,000 Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . 1,186,995 1,168,764 Retained deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . (1,124,198) (1,027,286) TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . . . 63,869 142,536 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . $ 77,876 $ 149,393 =========== ============ See accompanying notes to financial statements NATIONAL BEAUTY CORPORATION & SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 Three Months Ended June 30, Six Months Ended June 30, 2001 2000 2001 2000 ---------- ---------- REVENUES: - ------------------------------------- Sales . . . . . . . . . . . . . . . . $103,028 $ 91,515 $ 190,315 $ 199,155 Cost of sales . . . . . . . . . . . . (66,218) (63,557) (126,949) (128,037) GROSS PROFIT. . . . . . . . . . . . . 36,810 27,958 63,366 71,118 --------- ---------- ---------- ---------- EXPENSES: - ------------------------------------- Selling, general and administrative . 62,132 229,781 104,350 469,525 TOTAL EXPENSES. . . . . . . . . . . . 62,132 229,781 104,350 469,525 --------- ---------- ---------- OPERATING LOSS. . . . . . . . . . . . $(25,322) $(201,823) $ (40,984) $(398,407) OTHER INCOME (EXPENSE): - ------------------------------------- Unrealized loss on trading securities (25,908) -0- (55,408) -0- Interest expense. . . . . . . . . . . (260) (260) (520) (520) NET INCOME. . . . . . . . . . . . . . $(51,490) $(202,083) $ (96,912) $(398,927) Net income per share - basic and fully diluted . . . . . . $ (0.76) $ (3.07) $ (1.53) $ (6.07) Weighted average shares*. . . . . . 67,824 65,810 63,287 65,675 ========= ========== ========== ========== *Includes retroactive adjustment for 1 for 200 reverse stock split effected during 2001 ** Less than $.01 See accompanying notes to financial statements NATIONAL BEAUTY CORPORATION & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES: - ----------------------------------------------------------------------------- Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(96,912) $(398,927) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,892 1,900 Common stock issued for services. . . . . . . . . . . . . . . . . . . . . . . 18,245 103,818 Unrealized loss on trading securities . . . . . . . . . . . . . . . . . . . . 55,408 -0- (Increase) decrease in operating assets: Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (245) (1,200) Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (523) (445) Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (370) 174,711 Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,100) -0- Increase (decrease) in accounts payable and accrued expenses. . . . . . . . . -0- (400) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES . . . . . . . . . . . . . (26,605) (120,543) --------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: - ----------------------------------------------------------------------------- Expenditures for leaseholds and equipment . . . . . . . . . . . . . . . . . . (4,395) (1,566) NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . . . (4,395) (1,566) ---------- CASH FLOWS FROM FINANCING ACTIVITIES: - ----------------------------------------------------------------------------- Common stock issuances. . . . . . . . . . . . . . . . . . . . . . . . . . . . -0- 151,230 Repayment of shareholder loan receivable. . . . . . . . . . . . . . . . . . . 6,013 -0- Principal repayments of note payable. . . . . . . . . . . . . . . . . . . . . (6,600) Principal repayments under capitalized lease. . . . . . . . . . . . . . . . . (1,250) (1,250) NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES. . . . . . . . . . . . . . . (1,837) 149,980 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . . . . . . . . . (32,837) 27,871 CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,191 111,428 END OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23,354 $ 139,299 SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH FINANCING: - ----------------------------------------------------------------------------- Common stock issued for services. . . . . . . . . . . . . . . . . . . . . . . $ 18,245 $ 15,468 Assumption of note payable in connection with assets acquisition. . . . . . . $ 15,000 $ 15,000 ========= ========== See accompanying notes to financial statements NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ NATIONAL BEAUTY CORPORATION & SUBSIDIARIES June 30, 2001 (UNAUDITED) ITEM 1. - -------- NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments consisting only of normal recurring accruals considered necessary to present fairly the Company's financial position at June 30, 2001, the results of operations for the three and six month periods ended June 30, 2001 and 2000, and cash flows for the six months ended June 30, 2001 and 2000. The results for the period ended June 30, 2001, are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2001. NOTE 2 - EARNINGS (LOSS) PER SHARE The following represents the calculation of earnings (loss) per share: Three Three Six Six Months Ended Months Ended Months Ended Months Ended BASIC & FULLY DILUTED* June 30, 2001 June 30, 2000 June 30,2001 June 30,2001 - -------------------------------------------------------------------------------- Net Loss $ (51,490) $ (202,083) $ (96,912) $ (398,927) Less- preferred stock dividends -0- -0- -0- -0- ---------------------------------------------------- Net Loss $ (51,490)$ (202,083) $ (96,912) $ (398,927) Weighted average number of common shares** 67,824 65,810 63,287 65,675 ---------------------------------------------------- Basic & Fully Diluted* loss per share $ (.76) $ (3.07) $ (1.53) $ (6.07) ==================================================== * The Company had no common stock equivalents during the periods presented. ** Includes retroactive adjustment for 1 for 200 reverse stock split. NOTE 3 - OPERATING LEASE The Company maintains two non-cancelable operating leases as follows: (1) approximately 1,700 square feet of administrative space locate in Tamarac, Florida for $1,680 per month, and (2) approximately 1,100 square feet of retail salon space located in Boca Raton, Florida, which was leased by Beautyworks U.S.A., Inc. for $3,016 per month. The leases expire in August 2002 and June 2004, respectively and have options for an additional five-year tenancy. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - -------- In connection with the Safe harbor Provisions of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"), National Beauty Corp, Inc. is hereby providing cautionary statements identifying important factors that could cause the Company's actual results to differ materially from those projected in forward looking statements (as such term is defined in the Reform Act) made in this quarterly Report on Form 10-QSB. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "likely will result," "are expected to," "will continue," "is anticipated," "estimated,""intends," "plans" and "projection") are not historical facts and may be forward looking statements and involve estimates and uncertainties which could cause actual results to differ materially from those expresses in the forward looking statements. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following key factors that have a direct bearing on the Company's results of operations: the absence of contracts with customers or suppliers and the Company's ability to maintain and develop relationships with customers and suppliers; the Company's ability to successfully integrate acquired businesses or new brands into the Company; the impact of competitive products and pricing; supply constraints or difficulties; changes in the retail and beauty industries; the retention and availability of key personnel; and general economic and business conditions. The Company cautions that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements of the Company and that the investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events or circumstances. New factors emerge from time to time, and it is possible for the Company to predict all of such factors. Further, the Company cannot assess the impact of each such factor on the Company's results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. General Description of Business - ---------------------------------- NATIONAL BEAUTY CORPORATION (The 'Company') is made up of three wholly owned subsidiaries: BeautyWorks U.S.A., Inc.; BeautyMerchant, Inc.; and Cleaning Express U.S.A., Inc. The Company's objective is to become a leading beauty products retailer and provider of beauty services to enhance and brand itself as a shopping destination for beauty products, fragrances and accessories. Through the collective efforts of its subsidiaries, the Company is rapidly building a customer base and expanding its business concept, while offering consumers considerable discounts on name-brand beauty products and cosmetics. The Company plans to become a one-stop provider that can assist even the most unique of consumer needs. The Company believes that the sale of cosmetics, accessories and hair care products will offer benefits to customers by providing convenient, competitive pricing. In addition, customers can either enter our retail stores or shop conveniently online to purchase gift certificates, browse and search for favorite beauty and cosmetic products and participate in special promotions. The Company expects to promote brand loyalty and repeat purchases by providing a positive experience that encourages customers to return frequently. The Company plans to build consumer interest with the following: Strong initial and ongoing branding Strong image building strategies (to be accomplished through billboards, radio, television and newspaper). Free product samples of ALISHA hair products. Strong cross-marketing with BeautyMerchant.com The Company also plans an aggressive acquisition campaign of existing beauty service salons with established customer bases. The Company will preserve its top quality image through active recruiting of beauty professional and through exceptional customer service. The Company is also seeking to enter into marketing relationships with National advertising agencies to establish concept branding. The Company's business concept can be summarized with the following: Beauty products and services represent a multi-billion dollar industry and remains one of the fastest growing in the U.S. and abroad. Beauty services include nails, hair, and skin care as core salon services. The Company utilizes existing beauty service operations to position themselves and create National branding. Plans include developing the Company's concept as establishing it a as a household name within our niche. Products and Geographic Expansion The Company intends to expand its service businesses at the local level and plans to accomplish this through additional retail storefront of BeautyWorks U.S.A. Additional stores in the Las Vegas area are also under consideration. The Company plans to add at least two new retail stores during 2001. Additional Risk Factor National Beauty Corporation, a Nevada corporation, has a limited operating history in its retailing operations. Having just started the retailing operations in the year 2000, the Company has a short operating history upon which to evaluate its business and prospects. As a new sales company, National Beauty Corporation faces intense competitors, and must manage growth effectively. The Company may not succeed in addressing all challenges and risks, including unpredictability of future revenues. To be successful, National Beauty Corporation plans to implement the following: 1. Retain existing customers. 2. Attract new customers. 3. Meet customer demands. 4. Fulfill all customer orders. 5. Acquire additional sources for merchandise at discounted prices. 6. Maintain sufficient website traffic. 7. Monitor the competition. 8. Successfully locate and acquire existing beauty operations for BeautyWorks U.S.A. The principal suppliers to National Beauty Corporation are wholesale distributors, who do not sell retail. The National Beauty Corporation in-house administrative staff is projected to add 2-5 new employees during the next 12 months of retail operations and with additional staff to be added relevant to the number of business service acquisitions completed during the year. New employees will be managed by the three employees that are presently on staff. The ability to become profitable depends on the ability to generate higher revenues and maintain low expense levels. The Company's limited operating history makes it difficult to forecast its revenues. Recent Acquisition During the second quarter of 2001, the Company acquired a full service salon located in Boca Raton. The salon currently employs approximately nine workers and offer hair, nails and skin treatments to local customers. The Company expects that this will bring an additional $250,000 to $300,000 in revenues within the first year of operations. This is the first acquisition in the salon 'roll-up' strategy initiated by the Company. The Company expects at least two more acquisitions during the year 2001. Additional Financing The Company may need to raise additional funds to meet operating requirements in the future. If the Company raises additional funds through issuance of equity related or debt securities, such securities may have rights to the Company's common stock, such as warrants or options. Shareholders may experience additional dilution from exercise of these equity instruments. The Company cannot be certain that additional financing will be available when required or at all. CLEANING EXPRESS USA.CLEANING EXPRESS USA. The Company's operations include home cleaning services. Through its emphasis on budget pricing, the Company has developed a market in the home cleaning industry. The Company currently operates one office in Tamarac, Florida and dispatches 40-50 workers in teams of two workers on a daily basis. The present geographic area in which the Company operates includes Broward and South Palm Beach County areas of South Florida. Marketing for the home cleaning services is accomplished through print ads, television and radio commercials. Additionally, the Company utilizes a referral program that rewards customers with future discounts for referring a client. The home cleaning industry is highly competitive with respect to price, service, quality and location. There are numerous, well-established, larger competitors in the home cleaning industry possessing substantially greater financial, marketing, personnel and other resources than the Company. There can be no assurance that the Company will be able to respond to various competitive factors affecting the business. The Company plans to gain a competitive advantage over its competitors in the home cleaning industry by offering quality service at a low price. The Company has been successful in achieving this goal since 1996 and plans to further expand in South Florida by continuing its current marketing strategy. The primary market for Cleaning Express USA is individual households. No single customer makes up more than ten percent of the total revenues of Cleaning Express USA. The Company does not expect that this will change in the future. The Company has three full time employees and contracts with 40-50 workers that are each independently contracted with the Company to service and provide home cleaning services to existing and new customers. BEAUTYMERCHANT, INC.BEAUTYMAX.COM, INC. The Company, through its wholly owned subsidiary BeautyMerchant, Inc., a Florida corporation, developed a retail cosmetic and beauty product e-commerce Internet site. BeautyMerchant.com was developed under the guidance of the CEO, Mr. Ed Roth, who serves as a management consultant for beauty salons. During his time as a consultant, he became familiar with retail cosmetics, hair, and skin products through attending various trade shows and studying consumer trends concerning their retailing. The site is designed to create a marketing and distribution area for cosmetic, hair, nail and skin care and general beauty lines on a discounted basis. BeautyMerchant, Inc. sells and distributes popular cosmetic, fragrances and beauty products, primarily to females in the 18-40-age bracket. Additionally, a department will be developed that focuses on the cosmetic and beauty needs of individuals from a variety of ethnic backgrounds and skin color. Products, development and resources in this area will be focused on filling the needs of the African-American community with further expansion to additional ethnic groups planned for the future. BEAUTYWORKS U.S.A., INC. The Company announced that it expanded its business into a prototype store offering beauty retailing and beauty services hair styling, and nail services at affordable pricing. Two retail 'brick and mortar' stores are expected to be debut in the South Florida area. During the second quarter of 2001, the first retail store was officially opened and is presently servicing South Florida customers. The Company has recently formed an acquisition team consisting of trained accountants and attorneys to assist in locating potential business acquisitions. The Company believes this exciting concept of offering National Beauty Corporation products in conjunction with its salon operation will enhance branding of our other operations. The Company intends on cross-marketing the concepts. BeautyWorks U.S.A plans to rollup existing beauty stores and 'mom and pop' salons and add state of the art design and retail display areas featuring our own private label products as well as designer fragrances and perfumes at discount prices. The Company expects this strategy to position its products for a National branding and establish the company as a household name in on of the fastest growing industries in the United States and abroad. RESULTS OF OPERATIONS - ----------------------- Net Income The Company had a net loss of $(51,490), or $.76 per common share, for the three months ended June 30, 2001, versus a net loss of $(202,083), or $3.07 for the same period ended June 30, 2000. The Company had a net loss of $(96,912), or $1.53 per common share, for the six months ended June 30, 2001, versus a net loss of $(398,927), or $6.07 for the same period ended June 30, 2000.The change in net loss for both periods were primarily due to a decrease in administrative expenses relating to the operation and marketing of the BeautyMerchant.com online superstore. Sales Revenues increased $11,513 or 13% to $103,028 for the three months ended June 30, 2001 as compared with $91,515 for the three months ended June 30, 2000. Revenues decreased $8,840 or 4% to $190,315 during the six months ended June 30, 2001 as compared with $199,155 in the comparable period in 2000. The decrease was primarily due to reducing advertising efforts to focus on managing expenses. Average selling prices and gross margins remained fairly constant. Expenses Selling, General, and Administrative expenses for the three months ended June 30, 2001 decreased $167,649 to $62,132. In comparison with the three-month period ended June 30, 2000, web development, advertising, professional expenses, and payroll decreased $19,891, $41,501, $28,205, and 142,010, respectively due to the Company's plan to manage expenses and grow efficiently. This included primarily reducing personnel and advertising. Liquidity and Capital Resources On June 30, 2001, the Company had cash of $23,354 and working capital of $31,869. This compares with cash of $133,299 and working capital of $218,040 at June 30, 2000. The decrease in working capital was due to a decrease in cash and prepaid expenses, and an increase in notes payable. Net cash used in operating activities was $26,605 for the six months ended June 30, 2001 as compared with net cash used in operating activities of $120,543 for the period ended June 30, 2000. The decrease in cash used was primarily attributable to a decrease in net loss for the period. Net cash used in investing activities was $4,395 for the six months ended June 30, 2001 as compared with cash used in investing activities of $1,566 for the period ended June 30, 2000. Net cash used in investing activities during both periods were from fixed asset purchases during the period. Net cash used in financing activities totaled $1,837 for the six months ended June 30, 2001 as compared with net cash provided by financing activities of $149,980 for the six months ended June 30, 2000. The decrease in net cash provided by financing activities was primarily due to the collection of subscribed common stock during 2000. PART II. OTHER INFORMATION - --------- Item 1. Legal Proceedings None. Item 2. Changes in Securities The Company's Board of Directors declared a 1 for 200 reverse stock split during the period. Authorized shares and par value per share remain unchanged. The capitalization in the accompanying financial statements retroactively reflects these changes. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K None SIGNATURES ---------- 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, thereunto duly authorized. NATIONAL BEAUTY CORPORATION, INC. (Registrant) Date: August 9, 2001 __________________________ /S/Michael J. Bongiovanni Chief Financial Officer