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, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from _______ to _______
HAIRMAX INTERNATIONAL, INC.
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(Exact name of small business issuer as specified in its charter)
NATIONAL BEAUTY CORPORATION
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(Former name of registrant)
Nevada 13-3422912
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(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
4810 W. Commercial Boulevard, Ft. Lauderdale, Florida 33319
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(Address of principal executive offices)
(954) 717-8680
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(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 14, 2003: 1,079,964
Number of shares of preferred stock outstanding as of
August 14, 2003: 2,150,000
INDEX TO FORM 10-QSB
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Page No.
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PART I
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Item 1. Financial Statements
Consolidated Balance Sheets
- June 30, 2003 and December 31, 2002 3
Consolidated Statements of Operations
- Three and Six Months Ended June 30, 2003 and 2002 4
Consolidated Statements of Cash Flows
- Three and Six Months EndedJune 30, 2003 and 2002 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 8-12
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 12
Item 4. Controls and Procedures 12
PART II
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Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
ITEM 1.
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HAIRMAX INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2003 (UNAUDITED)
==========================================================================
ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents $ 64,793
Inventory 500
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TOTAL CURRENT ASSETS 65,293
FIXED ASSETS
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Furniture and fixtures 40,749
Leasehold improvements 9,500
Equipment and machinery 36,698
Accumulated depreciation (51,636)
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NET FIXED ASSETS 35,311
OTHER ASSETS:
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Deposits 8,882
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TOTAL OTHER ASSETS 8,882
TOTAL ASSETS $109,486
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See accompanying notes to consolidated financial statements
HAIRMAX INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF JUNE 30, 2003 (UNAUDITED)
==========================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts payable and accrued expenses $ 2,158
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TOTAL CURRENT LIABILITIES 2,158
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STOCKHOLDERS' EQUITY
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Common stock ($.001 par value, 600,000,000 shares
authorized; 379,964 issued and outstanding) 380
Series A convertible preferred stock ($.001 par value;
40,000,000 shares authorized, 2,150,000 shares issued
and outstanding) 2,150
Series B 2% convertible preferred stock ($.001 par value;
1,000 shares authorized, -0- shares issued and
outstanding) -
Additional paid in capital 2,579,312
Retained deficit (2,474,514)
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TOTAL STOCKHOLDERS' EQUITY 107,328
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 109,486
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See accompanying notes to consolidated financial statements
HAIRMAX INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
==========================================================================
Three Months Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
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REVENUES:
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Sales $ 107,483 $ 139,050 $ 228,581 $ 284,306
Cost of sales (53,801) (68,342) (99,552) (136,886)
--------- --------- --------- ---------
GROSS PROFIT 53,682 70,708 129,029 147,420
EXPENSES:
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Selling, general
and administrative 304,842 312,000 431,422 422,902
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TOTAL EXPENSES 304,842 312,000 431,422 422,902
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OPERATING LOSS $(251,160) $(241,292) $(302,393) $(275,482)
OTHER (EXPENSE):
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Unrealized loss
on trading securities - - - (243)
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NET (LOSS) $(251,160) $(241,292) $(302,393) $(275,725)
========= ========= ========= =========
Net (loss) per share -
basic and fully diluted $ (0.44) $ (2.86) $ (0.47) $ (9.02)
========= ========= ========= =========
Weighted average
shares outstanding * 567,926 84,168 638,140 30,559
========= ========= ========= =========
* Retroactively restated for a 50 for 1 reverse stock split on August 1, 2003.
See accompanying notes to consolidated financial statements
HAIRMAX INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
==========================================================================
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss $(302,393) $(275,725)
Adjustments to reconcile net loss to
net cash (used in) operating activities:
Depreciation 5,000 2,000
Common stock issued for services 10,000 235,260
Preferred stock issued for services 160,000 -
Unrealized loss on trading securities - 243
(Increase) decrease in operating assets:
Accounts receivable - 771
Inventory - (2,387)
Prepaid expenses - 45,000
Increase (decrease) in operating liabilities
Accounts payable 1,226 49
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NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (126,167) 5,211
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Outstanding checks in excess of bank balance - (11,024)
Collections on common stock issuances 95,628 -
Purchases of fixed assets (3,505) -
Principal repayments under capitalized lease - (1,438)
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NET CASH PROVIDED BY (USED)
IN FINANCING ACTIVITIES 92,123 (12,462)
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NET (DECREASE) IN CASH AND CASH EQUIVALENTS (34,044) (7,251)
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD 98,837 11,001
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END OF THE PERIOD $ 64,793 $ 3,750
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SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH FINANCING:
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Common stock issued for services $ 10,000 $ 235,260
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Preferred stock issued for services $ 160,000 $ -
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See accompanying notes to consolidated financial statements
HAIRMAX INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003 (UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America 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, 2003, the results of operations for the three and six month period ended
June 30, 2003 and 2003, and cash flows for the six months ended June 30, 2003
and 2002. The results for the period ended June 30, 2003 are not necessarily
indicative of the results to be expected for the entire fiscal year ending
December 31, 2003. These financial statement should be read in conjunction with
the financial statements and notes for the year ended December 31, 2002
appearing in the Company's annual report on Form 10-KSB as filed with the
Securities and Exchange Commission.
--The rest of this page is left intentionally blank--
NOTE 2 - SEGMENT INFORMATION
Based on the criteria established by SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information," the Company operates in two principal
business segments - (1) residential cleaning service and (2) retail beauty
salons. In accordance with SFAS 131, the Company is required to describe its
reportable segments and provide data that is consistent with the data made
available to the Company's management to assess performance and make decisions.
Information from the internal management reports may differ from the amounts
reported under generally accepted accounting principles. The assets of the
discontinued subsidiary are reflected as corporate assets. Summarized revenues
and expense information by segment for 2003 and 2002, as excerpted from the
internal management reports, is as follows:
2003 2002
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6 Mos. 3 Mos. 6 Mos. 3 Mos.
Revenue:
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Residential cleaning $ 112,111 $ 47,661 $ 167,313 $ 75,865
Beauty salons 116,470 59,822 116,993 63,185
Corporate -0- -0- -0- -0-
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$ 228,581 $ 107,483 $ 284,306 $ 139,050
Net Income (Loss):
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Residential cleaning $(276,230) $ (69,087) $(258,377) $ (62,340)
Beauty salons 21,772 (31,910) (32,425) (40,094)
Corporate (47,935) (150,163) 15,077 (138,852)
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$(302,393) $ 251,160 $(275,725) $(241,292)
2003 2002
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Identifiable Assets:
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Residential cleaning $ 9,050 $ 6,252
Beauty salons 12,500 42,822
Corporate 87,936 94,951
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109,486 144,025
NOTE 3 - COMMITMENTS
The Company is committed to two employment agreements through April 1, 2007.
Pursuant to the agreements, two of the Company's officers and majority
shareholders shall receive total combined annual salaries of $325,000 and a
combined 300,000 preferred shares per annum.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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Hairmax International, Inc. is hereby providing cautionary statements
identifying important factors that could cause our actual results to differ
materially from those projected in forward looking statements 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
expressed 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 our results of operations:
the absence of contracts with customers or suppliers; our ability to maintain
and develop relationships with customers and suppliers; our ability to
successfully integrate acquired businesses or new brands; 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.
We caution that the factors described herein could cause actual results to
differ materially from those expressed in any forward-looking statements 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 we undertake 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. Consequently, no forward-looking statement can be
guaranteed.
New factors emerge from time to time, and it is not possible for us to predict
all such factors. Further, we cannot assess the impact of each such factor on
our 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.
Overview
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Hairmax International, Inc., formerly known as Hairmax International Corp., was
incorporated in Nevada in 1987. The company has primarily operated through its
wholly owned subsidiaries, Cleaning Express USA, Hair Max of Florida, Inc. f/k/a
Beauty Works USA, Inc. and Hairmax of Nevada, Inc. Cleaning Express USA, Inc. is
a full service cleaning company offering daily residential cleaning services,
carpet cleaning and other related services in the South Florida area. During
April 2000, the company began operations as an e-commerce distributor of beauty
products under its Beauty Merchant, Inc. subsidiary and ceased these operations
in 2001. Hairmax International, Inc. currently offers hairstyling beauty
services and products through its retail beauty salons in the South Florida area
through its Hair Max of Florida, Inc. subsidiary. Hairmax International intends
to operate a chain of haircutting stores, located inside or next to major
retailers, through Hair Max subsidiaries.
In June 2002, the company made application with the U.S. Patent and Trademark
office, to gain exclusive rights to the name and logo for "HairMax", the
registration is still pending.
RESULTS OF OPERATIONS
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Net Income
The company had a net loss of $(251,160), or $(.44) per common share, for the
three months ended June 30, 2003, respectively, versus a net loss of $(241,292),
or $(2.86) for the same period ended June 30, 2002.
The company had a net loss of $(302,393), or $(.47) per common share, for the
six months ended June 30, 2003, respectively, versus a net loss of $(275,725),
or $(9.02) for the same period ended June 30, 2002.
The increase in net loss for both periods was primarily due to a decrease in
sales and a non-cash expense of issuances of common and preferred shares for
professional services rendered and salaries for officers.
Sales
Cleaning revenues decreased $34,407 and $55,202 or 40% and 33% to $50,835 and
$112,111 for the three and six months ended June 30, 2003, respectively, as
compared with $85,242 and $167,313 for the three and six months ended June 30,
2002. The decrease was primarily due a decline in cleaning division demand in
the first and second quarter of 2003 compared to the comparable period in 2002.
The Company is also concentrating more on its beauty salon segment. Average
selling prices and gross margins remained fairly constant. Beauty salon revenues
increased (decreased) $2,840 and ($523) or 3% and (1) % to $56,648 and $116,470
for the three and six months ended June 30, 2003, respectively, as compared with
$53,808 and $116,993 for the three and six months ended June 30, 2002. The
increase in the second quarter of 2003 was primarily due increased demand due to
stores being matured in the areas opened.
Expenses
Selling, general, and administrative expenses for the three and six months ended
June 30, 2003 increased (decreased) $(7,158) and $8,520 to $304,842 and 431,422,
respectively. In comparison with the six-month period ended June 30, 2002,
consulting and payroll remained relatively the same due to common stock
issuances for professional services rendered and salaries for officers in the
first and second quarters of 2003 and 2002, preferred stock issuances in the
second quarter of 2003, and the addition of an area manager in the first quarter
of 2003 to oversee beauty salon operations. There were 200,000 pre-split (4,000
post-split) common shares issued to a consultant in the first quarter of 2003.
The shares were priced and recorded at 5 cents per share representing the
closing stock price on the date of issuance. There were also 1,400,000 preferred
shares issued to officers in the second quarter of 2003 for services rendered in
the amount of $160,000.
Liquidity and Capital Resources
On June 30, 2003, we had cash of $64,793 and working capital of $63,135. This
compares with cash of $98,837 and working capital of $98,405 at December 31,
2002. The decrease in cash and working capital was due to an increase in net
loss for the first and second quarters of 2003. Operating activities had a net
usage of cash in the amount of $126,167 during the six months ended 2003
reflecting an excess of expenditures over revenues.
Net cash used in operating activities was $126,167 for the six months ended June
30, 2003 as compared with net cash provided by operating activities of $5,211
for the same period ended June 30, 2002. The increase in cash used was primarily
attributable to an increase in net loss for the 2003 period.
Net cash provided by financing activities was for the six months ended June 30,
2003 was $92,123 as compared with net cash used in financing activities of
$12,462 for the six months ended June 30, 2002. The increase in net cash
provided by financing activities was solely due to the collections on common
stock issuances.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKER RISK
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We do not have any material risk with respect to changes in foreign currency
exchange rates, commodities prices or interest rates. We do not believe that we
have any other relevant market risk with respect to the categories intended to
be discussed in this item of this report.
ITEM 4. CONTROLS AND PROCEDURES
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(a) On June 30, 2003, our Chief Executive Officer and Chief Financial Officer
made an evaluation of our disclosure controls and procedures. In our
opinion, the disclosure controls and procedures are adequate because the
systems of controls and procedures are designed to assure, among other
items, that 1) recorded transactions are valid; 2) valid transactions are
recorded; and 3) transactions are recorded in the proper period in a timely
manner to produce financial statements which present fairly the financial
condition, results of operations and cash flows for the respective periods
being presented. Moreover, the evaluation did not reveal any significant
deficiencies or material weaknesses in our disclosure controls and
procedures.
(b) There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls since the last
evaluation.
The CEO is the Chief Operating Decision Maker. The Chief Operating Decision
Maker uses net cash flow as his primary profitability measure in assessing
segment performance and allocating resources.
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
On or around May 15, 2003, we issued 500,000 and 900,000 Series A convertible
preferred shares to Edward Roth and Alisha Roth, respectively, pursuant to
employment agreements.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The majority of the security holders voted to reverse split the common stock of
the Company on a basis of fifty for one effective August 8, 2003. Accordingly,
the common shares herein have been retroactively restated. The
Item 5. Other Information
During the quarter ended June 30, 2003, 16,502,850 pre-split common shares were
returned to Company's treasury. This represented the remaining common shares
that were previously in an escrow account awaiting equity financing.
Item 6. Exhibits and Reports on Form 8-K
Articles of incorporation and bylaws are hereby incorporated by reference to the
Company's Form 10-SB.
--Signature page follows--
SIGNATURES
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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.
HAIRMAX INTERNATIONAL, INC.
(Registrant)
Date: August 14, 2003 /S/ Michael J. Bongiovanni
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Michael J. Bongiovanni
Chief Financial Officer
Date: August 14, 2003
/S/ Edward A. Roth
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Edward A. Roth
Chief Executive Officer