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 September 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 CORP
--------------------
(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
November 6, 2001: 987,361
INDEX TO FORM 10-QSB
--------------------
Page No.
--------
PART I
- ------
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 2001
and December 31, 2000 3
Consolidated Statements of Operations - Three and Nine Months
Ended September 30, 2001 and 2000 4
Consolidated Statements of Cash Flows - Nine Months Ended September 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 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders
12
Item 5. Other Information 12
NATIONAL BEAUTY CORP & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(Unaudited)
ASSETS September 30, 2001 Dec. 31, 2000
- ---------------------------
CURRENT ASSETS:
- ---------------------------
Cash and cash equivalents . $ 23,354 $ 56,191
Accounts receivable . . . . 1,929 1,684
Marketable securities . . . 6,000 68,000
Inventory . . . . . . . . . 4,087 3,564
Shareholder loan receivable 1,879 7,892
Prepaid expenses. . . . . . 1,370 -0-
TOTAL CURRENT ASSETS. . . . 36,028 137,331
-------------------- ---------------
FIXED ASSETS
- ---------------------------
Furniture and fixtures. . . 21,616 6,521
Leasehold improvements. . . 3,500 2,000
Equipment . . . . . . . . . 34,985 32,185
Accumulated depreciation. . (35,186) (32,344)
NET FIXED ASSETS. . . . . . 24,915 8,362
-------------------- ---------------
OTHER ASSETS:
- ---------------------------
Deposits. . . . . . . . . . 7,800 3,700
TOTAL OTHER ASSETS. . . . . 7,800 3,700
-------------------- ---------------
TOTAL ASSETS. . . . . . . . $ 68,743 $ 149,393
-------------------- ---------------
See accompanying notes to financial statements
NATIONAL BEAUTY CORP & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY September 30, 2001 Dec. 31, 2000
- ----------------------------------------------------------------
CURRENT LIABILITIES
- ----------------------------------------------------------------
Accounts payable and accrued expenses. . . . . . . . . . . . . . $ 2,230 $ 2,230
Note payable . . . . . . . . . . . . . . . . . . . . . . . . . . 3,055 -0-
Current portion of capitalized lease obligation. . . . . . . . . 1,712 1,862
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . . . 6,997 4,092
LONG-TERM DEBT
- ----------------------------------------------------------------
Capitalized lease obligation . . . . . . . . . . . . . . . . . . 1,040 2,765
STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------
Common stock ($.001 par value, 100,000,000 shares authorized;
987,361 and 58,425 issued and outstanding at September 30, 2001
and December 31, 2000, respectively) . . . . . . . . . . . . . . 987 58
Convertible preferred stock ($.001 par value; 50,000,000 shares
authorized, 950,000 shares issued and outstanding) . . . . . . . 950 1,000
Additional paid in capital . . . . . . . . . . . . . . . . . . . 1,205,050 1,168,764
Retained deficit . . . . . . . . . . . . . . . . . . . . . . . . (1,146,281) (1,027,286)
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . 60,706 142,536
-------------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . $ 68,743 $ 149,393
-------------------- ---------------
See accompanying notes to financial statements
NATIONAL BEAUTY CORP & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
-----------------------------------------------
REVENUES:
- -------------------------------------
Sales . . . . . . . . . . . . . . . . $135,036 $ 105,930 $ 325,351 $ 290,084
Cost of sales . . . . . . . . . . . . (70,862) (64,343) (197,811) (192,380)
GROSS PROFIT. . . . . . . . . . . . . 64,174 41,587 127,540 97,704
--------- ---------- ---------- ----------
EXPENSES:
- -------------------------------------
Selling, general and administrative . 79,405 188,967 183,755 643,492
TOTAL EXPENSES. . . . . . . . . . . . 79,405 188,967 183,755 643,492
--------- ---------- ---------- ----------
OPERATING LOSS. . . . . . . . . . . . $(15,231) $(147,380) $ (56,215) $(545,788)
OTHER INCOME (EXPENSE):
- -------------------------------------
Unrealized loss on trading securities (6,592) (8,500) (62,000) 8,500
Interest expense. . . . . . . . . . . (260) (260) (780) (780)
--------- ---------- ---------- ----------
NET LOSS. . . . . . . . . . . . . . . $(22,083) $(156,140) $(118,995) $(555,068)
--------- ---------- ---------- ----------
Net income per share -
basic and fully diluted . . . . . . $ (.01) $ (.01) $ (.76) $ (.05)
========= ========== ========== ==========
Weighted average shares*. . . . . . 322,361 60,945 155,694 65,850
========= ========== ========== ==========
*Includes retroactive adjustment for 1 for 200 reverse stock split effected
during 2001
See accompanying notes to financial statements
NATIONAL BEAUTY CORP & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
- -----------------------------------------------------------------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(118,995) $(398,927)
Adjustments to reconcile net loss to net cash (used in) operating
activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,842 1,900
Common stock issued for services. . . . . . . . . . . . . . . . . 37,165 103,818
Unrealized loss on trading securities . . . . . . . . . . . . . . 62,000 -0-
(Increase) decrease in operating assets:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . (245) (1,200)
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . (523) (445)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . (1,370) 174,711
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,100) -0-
(Decrease) in accounts payable and accrued expenses . . . . . . . -0- (400)
NET CASH (USED IN) OPERATING ACTIVITIES . . . . . . . . . . . . . (23,226) (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. . . . . . . . . . . . . . . (11,945) -0-
Principal repayments under capitalized lease. . . . . . . . . . . (1,875) (1,250)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES. . . . . . . . . (7,807) 149,980
----------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . . . (35,428) 27,871
----------- ----------
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE YEAR . . . . . . . . . . . . . . . . . . . . . . 56,191 111,428
----------- ----------
END OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . $ 20,763 $ 139,299
----------- ----------
SUPPLEMENTARY CASH FLOW INFORMATION
- -----------------------------------------------------------------
OF NON-CASH FINANCING:
- -----------------------------------------------------------------
Common stock issued for services. . . . . . . . . . . . . . . . . $ 37,165 $ 15,468
========== ==========
Assumption of note payable in connection with assets acquisition. $ 15,000 $ -0-
========== ==========
See accompanying notes to financial statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
NATIONAL BEAUTY CORP & SUBSIDIARIES
September 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
September 30, 2001, the results of operations for the three and nine month
periods ended September 30, 2001 and 2000, and cash flows for the nine months
ended September 30, 2001 and 2000. The results for the period ended September
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 (loss) per share:
BASIC & FULLY DILUTED*
- ----------------------------
Three Three Nine Nine
Months Ended Months Ended Months Ended Months Ended
Sept. 30, 2001 Sept. 30, 2000 Sept. 30, 2001Sept. 30,2000
--------------------------------------------------------
Net Loss $ (22,083) $ (156,140) $ (118,995) $ (555,068)
Less- preferred stock dividends
-0- -0- -0- -0-
--------------------------------------------------------
Net Loss $ (22,083) $ (156,140) $ (118,995) $ (555,068)
--------------------------------------------------------
Weighted average number
of common shares** 322,361 60,945 155,694 65,850
--------------------------------------------------------
Basic & Fully Diluted*
loss per share $ (.07) $ (2.56) $ (.76) $ (8.49)
--------------------------------------------------------
* 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
- ------------------------
In May 2001, the Company assumed a non-cancelable operating lease for
approximately 1100 square feet of retail space in Boca Raton, Florida, which was
leased by Beautyworks U.S.A., Inc. for $3,016 per month. The lease expires in
June 30, 2004 and has an option 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; 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 not possible for the Company to
predict all 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 Corp (The 'Company') is comprised of its two wholly owned
subsidiaries: BeautyWorks U.S.A., Inc. and Cleaning Express U.S.A., Inc. The
Company's objective is to enhance and further brand itself as: (a) a shopping
destination for beauty products, fragrances and accessories; (b) a beauty
services provider. Through the collective efforts of its subsidiaries, the
Company seeks to:
- - Build its customer base as a one-stop provider for discounted name-brand
beauty products and cosmetics;
- - Enhance its brand name reputation of offering convenient, competitive
pricing and participation in special promotions;
- - Expand its business concept by acquiring beauty salons with established
customer bases ;
We plan to accomplish the foregoing by:
Billboard, radio, television and newspaper advertising;
Free product samples of ALISHA hair products;
Attempting to acquire existing beauty service salons by August 2002;
Seeking to enter into marketing relationships with National advertising
agencies to establish concept branding strategies;
Attempting to market its concept, "We Sell Beauty for Less", on a national
basis.
Products and Geographic Expansion
The Company intends to expand its service businesses in the Florida area by
opening approximately one additional retail storefront under its BeautyWorks
U.S.A. name during 2001. The Company is also exploring the possibility of
opening up approximately one additional BeautyWorks U.S.A. store in the Las
Vegas, Nevada during 2001. The Company began its retail sales operations in
early 2000 and will attempt to expand product sales on a continual basis.
Additional Risk Factor
National Beauty Corp, a Nevada corporation, has a limited operating history in
its operations, which began in the first quarter of 2000. Accordingly, you have
little or no information upon which to evaluate National Beauty Corp's future
business, prospects, and revenues. In addition, as a new sales company, National
Beauty Corp faces intense competition. In addition, there are no assurances that
National Beauty Corp. will be successful in overcoming the following changes:
- - Whether it will be able to retain existing customers or attract new
customers;
- - Whether it will be able to respond to changing customer demands;
- - Whether it will have adequate systems in place to fulfill all customer
orders;
- - Whether it will be able to acquire additional sources for merchandise at
discounted prices;
- - Whether it will maintain and increase sufficient website traffic;
- - Whether we will be able to obtain additional equity or debt financing;
- - Whether we will be competitive in its core businesses;
- - Whether we will successfully locate and acquire existing beauty operations
for BeautyWorks U.S.A.
The principal suppliers to National Beauty Corp are non-retail wholesale
distributors.
The Company plans to add at least 2 employees during the next 12 months to its
retail operations. If the Company acquires any beauty salons with existing
operations additional staff will be added to operate these businesses relative
to the size of the operation; however, at this time the Company is unable to
determine how many additional employees will be required. The three employees
that are presently on staff will manage new employees.
Recent Acquisition
During the second quarter of 2001, the Company acquired a full service salon
located in Boca Raton, Florida. This beauty salon currently employs
approximately nine workers and offers hair, nails and skin treatments to local
customers. This is the Company's first acquisition in its recent salon
'roll-up' strategy. The Company plans to acquire two additional salons during
the fourth quarter of 2001; however, there are no assurances that it will be
successful in these plans.
Additional Financing
The Company may need to raise additional funds to meet future operating
requirements. If the Company raises additional funds through issuance of equity
or debt securities, such securities may have rights to the Company's common
stock, such as warrants or options. In addition, shareholders may experience
additional dilution from issuance and exercise of equity or debt securities or
warrants or options. There are no assurances that the Company will be able to
obtain additional financing or that additional financing will be available at
all.
Cleaning Express USA.Cleaning Express USA. The Company's operations include
home cleaning services that emphasize budget pricing. The Company currently
operates one Cleaning Express USA 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 the Broward and South Palm Beach
County areas of South Florida.
Marketing for the Company's home cleaning services include print advertising,
television and radio commercials, and a referral program that rewards customers
with future discounts for client referrals.
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 will attempt to compete with its
home cleaning industry competitors by offering quality service at a low price.
The Company plans to further expand in South Florida by continuing its current
marketing strategy.
The primary markets for Cleaning Express USA are individual households. No
single customer now makes up or is expected in future to make up more than ten
percent of the total revenues of Cleaning Express USA. Cleaning Express USA has
three full time employees and contracts with 40-50 workers that are each
independently contracted with this Company to service and provide home cleaning
services to existing and new customers.
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. The Company plans to open two
retail 'brick and mortar' stores 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.
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.
Results of Operations
- ---------------------
Net Income
The Company had a net loss of $(22,083), or $(.07) per common share, for the
three months ended September 30, 2001, versus a net loss of $(156,140), or
$(2.56) for the same period ended September 30, 2000. The Company had a net loss
of $(118,995), or $(.76) per common share, for the nine months ended September
30, 2001, versus a net loss of $(555,068), or $(8.49) for the same period ended
September 30, 2000. The changes 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 $29,106 or 27% to $135,036 for the three months ended
September 30, 2001 as compared with $105,903 for the three months ended
September 30, 2000. Revenues increased $35,267 or 12% to $325,351 during the
nine months ended September 30, 2001 as compared with $290,084 in the comparable
period in 2000. The increase was primarily due to increased sales activity at
its BeautyWorks U.S.A. store. Average selling prices and gross margins
increased.
Expenses
Selling, General, and Administrative expenses for the three months ended
September 30, 2001 decreased $109,562 or 58% to $79,405. In comparison with the
three-month period ended September 30, 2000, the decrease was attributable to
decreased web development, advertising, professional expenses, and payroll. The
all decreased due to the Company's plan to manage expenses and grow efficiently.
This included primarily reducing personnel and advertising.
Liquidity and Capital Resources
On September 30, 2001, the Company had cash of $20,763 and working capital of
$29,031. This compares with cash of $92,550 and working capital of $241,476 at
September 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 $23,226 for the nine months ended
September 30, 2001 as compared with net cash used in operating activities of
$166,757 for the period ended September 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 nine months ended
September 30, 2001 as compared with cash used in investing activities of $1,566
for the period ended September 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 $7,807 for the nine months ended
September 30, 2001 as compared with net cash provided by financing activities of
$149,455 for the nine months ended September 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.
On July 30, 2001, we reverse split our common stock at a ratio of 200 for 1.
This reverse stock split was approved by our Board of Directors and a majority
of our shareholders. Prior to the reverse split, we had 14,472,200 shares of
common stock outstanding. After the reverse split, we had 72,361 shares of
common stock outstanding.
This reverse stock split did not affect our authorized shares or the par value
of our shares. We are authorized to issue 100,000,000 shares of common stock and
50,000,000 shares of preferred stock.
On August 15, 2001, Ed Roth, our president and a director, converted 25,000
shares of preferred stock into 250,000 shares of common stock. Alisha Roth, our
vice president and a director, converted 25,000 shares of preferred stock into
250,000 shares of common. After the conversion of these preferred shares, we
had 572,361 shares of our common stock outstanding. Ed Roth is the holder of
475,000 shares of preferred stock that has not been converted into common stock;
Alisha Roth is the holder of 475,000 shares of preferred stock that has not been
converted into common stock. Each share of these preferred shares is
convertible into ten shares of common stock or an aggregate of 9,500,000 shares
of common stock upon conversion.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a vote of Security Holders.
On July 15, 2001, our shareholders voted to approved a reverse stock split of
our common stock at a ratio of 200 to 1. This approval of our shareholders was
given by the written consent of the holders of 57% of our outstanding common
stock.
Item 5. Other Information
None
Item 6.
None
--SIGNATURE PAGE FOLLOWS--
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 CORP, INC.
(Registrant)
Date: November 6, 2001 /S/Michael J. Bongiovanni
-------------------------
Michael J. Bongiovanni
Chief Financial Officer