<PAGE>
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 quarter ended June 30, 1999
-------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission File No. 02-23729
--------
HYDROMAID INTERNATIONAL, INC.
-----------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0575839
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
12222 South 1000 East, Suite 1
Draper, Utah 84020
------------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 553-8790
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 Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
<PAGE>
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes
of common equity, as of the latest practicable date:
June 30, 1999: Common Stock - 24,500,000 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.
Transitional Small Business Issuer Format Yes No X
--- ---
2
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HYDROMAID INTERNATIONAL, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Page
<S> <C>
PART I. FINANCIAL INFORMATION 4
Item 1. Financial Statements: 4
Balance Sheets as of June 30, 1999 and 5
December 31, 1998
Statements of Operations for the Three Months ended 6
June 30, 1999 and June 30, 1998, and the Six Months ended
June 30, 1999 and June 30, 1998, and from Inception through
June 30, 1999
Statements of Cash Flows for the Three Months ended 7
June 30, 1999 and June 30, 1998, and the Six Months ended
June 30, 1999 and June 30, 1998, and from Inception through
June 30, 1999
Notes to Financial Statements for the Three Months ended 8
June 30, 1999 and June 30, 1998, and the Six Months ended
June 30, 1999 and June 30, 1998, and from Inception through
June 30, 1999
Item 2. Management's Discussion and 11
Analysis of Financial Condition and Results of Operations
PART II. OTHER INFORMATION 12
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 13
- -----------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required to be
filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, these Consolidated Financial Statements fairly present the
financial condition of the Company, but should be read in conjunction with
the Financial Statements of the Company for the year ended December 31, 1998
previously filed with the Securities and Exchange Commission.
4
<PAGE>
HYDROMAID INTERNATIONAL, INC.
(FORMERLY CHEROKEE MINERALS AND OIL, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
JUNE 30, 1999 DECEMBER 31, 1998
UNAUDITED AUDITED
ASSETS ------------- -----------------
CURRENT ASSETS
<S> <C> <C>
CASH $ 41,831 $ 20,342
ACCOUNTS RECEIVABLE 15,622 5,130
INVENTORY, NET OF VALUATION ALLOWANCE OF $234,000 403,630 479,580
PREPAID EXPENSES 9,521 25,210
----------- -----------
TOTAL CURRENT ASSETS 470,604 530,262
PROPERTY AND EQUIPMENT, NET 591,238 500,259
PATENTS, NET OF ACCUMULATED AMORTIZATION OF: 150,167 143,874
06/30/1999 $ 132,011
12/31/1998 $ 123,379
DEPOSITS ON TOOLING AND PRODUCTION 330,000 80,000
DEFERRED TAX ASSET, NET OF VALUATION ALLOWANCE -- --
----------- -----------
TOTAL ASSETS $ 1,542,009 $ 1,254,395
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 116,487 $ 390,049
NOTES PAYABLE, CURRENT PORTION 306,599 6,599
ADVANCES FROM RELATED PARTIES 223,634 51,467
----------- -----------
TOTAL CURRENT LIABILITIES 646,720 448,115
NOTES PAYABLE 27,293 29,964
----------- -----------
TOTAL LIABILITIES 674,013 478,079
----------- -----------
STOCKHOLDERS' EQUITY
COMMON STOCK, par value $.001/ share, 30,000,000 shares authorized 24,500 24,000
06/30/99: 24,500,000 issued and outstanding
12/31/98: 24,000,000 issued and outstanding
ADDITIONAL PAID-IN CAPITAL 7,784,441 6,072,566
ACCUMULATED DEFICIT, INCLUDING $6,156,950 (6/30/99) /
$4,598,529 (12/31/98) DURING THE DEVELOPMENT STAGE (6,676,833) (5,118,413)
DEFERRED COMPENSATION - STOCK OPTIONS (264,112) (201,837)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 867,996 776,316
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,542,009 $ 1,254,395
----------- -----------
----------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
5
<PAGE>
HYDROMAID INTERNATIONAL, INC.
(FORMERLY CHEROKEE MINERALS AND OIL, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 1999 AND
JUNE 30, 1998 AND FOR THE PERIOD JUNE 24, 1992 (INCEPTION)
THROUGH JUNE 30, 1999
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS JUNE 24, 1992
ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30, (INCEPTION) THROUGH
1999 1998 1999 1998 JUNE 30, 1999
------------- ------------- ------------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
SALES $ 35,900 $ (120) $ 67,008 $ (120) $ 121,836
COST OF SALES 33,250 109 53,528 109 106,572
----------- ----------- ----------- ----------- -----------
GROSS PROFIT 2,650 (229) 13,480 (229) 15,264
OPERATING EXPENSES 771,903 400,220 1,438,810 658,250 5,303,176
RESEARCH AND DEVELOPMENT 22,490 (128,856) 133,091 164,809 869,038
----------- ----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAX BENEFIT (791,743) (271,593) (1,558,421) (823,288) (6,156,950)
INCOME TAX BENEFIT
CURRENT -- -- -- -- --
DEFERRED 293,000 100,000 577,000 305,000 2,287,000
LESS VALUATION ALLOWANCE (293,000) (100,000) (577,000) (305,000) (2,287,000)
----------- ----------- ----------- ----------- -----------
NET (LOSS) $ (791,743) $ (271,593) $(1,558,421) $ (823,288) $(6,156,950)
=========== =========== =========== =========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (0.03) $ (0.01) $ (0.06) $ (0.04) $ (0.27)
=========== =========== =========== =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
6
<PAGE>
HYDROMAID INTERNATIONAL, INC.
(FORMERLY CHEROKEE MINERALS AND OIL, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 1999 AND
JUNE 30, 1998 AND FOR THE PERIOD JUNE 24, 1992 (INCEPTION)
THROUGH JUNE 30, 1999
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1999 1998
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (791,743) $ (271,593)
Adjustments to reconcile net (loss) to net cash used
by operating activities:
Depreciation and amortization 37,137 15,424
Stock options 14,449 (44,917)
Expenses paid by related parties -- --
Changes in current assets and liabilities:
Accounts receivable (5,672) --
Prepaid expenses 6,056 --
Inventory 7,576 (269,921)
Accounts payable and accrued expenses (3,049) 4,114
--------------- ---------------
NET CASH (USED) BY OPERATING ACTIVITIES (735,245) (566,893)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment (46,889) (119,658)
Acquisition of patents (3,664) (5,000)
Deposits on tooling and production (250,000) --
--------------- ---------------
NET CASH (USED) BY INVESTING ACTIVITIES (300,554) (124,658)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on note payable (1,570) 68,000
Advances from related party 248,469 625,721
Advances against Note Payable 300,000 --
Proceeds from issuance of common stock 395,000 48,125
Proceeds from contribution of paid-in capital -- --
--------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 941,898 741,846
--------------- ---------------
NET INCREASE (DECREASE) IN CASH (93,901) 50,296
CASH AT BEGINNING OF PERIOD 135,732 --
--------------- ---------------
CASH AT END OF PERIOD $ 41,831 $ 50,296
--------------- ---------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Non-cash transactions:
Acquisition of property, equipment and patents $ -- $ --
=============== ===============
Issuance of common stock for patents and services $ -- $ --
=============== ===============
Disbursements by related party $ -- $ --
=============== ===============
<CAPTION>
SIX MONTHS SIX MONTHS JUNE 24, 1992
ENDED JUNE 30, ENDED JUNE 30, (INCEPTION) THROUGH
1999 1998 JUNE 30, 1999
------------- ------------- -------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (1,558,421) $ (823,288) $ (6,156,950)
Adjustments to reconcile net (loss) to net cash used
by operating activities:
Depreciation and amortization 71,930 22,877 249,038
Stock options 55,100 (44,917) 88,287
Expenses paid by related parties -- 439,527 605,802
Changes in current assets and liabilities:
Accounts receivable (10,491) -- (15,621)
Prepaid expenses 15,689 -- (9,521)
Inventory 75,951 (270,012) (403,630)
Accounts payable and accrued expenses (273,560) 115,788 116,488
--------------- --------------- --------------
NET CASH (USED) BY OPERATING ACTIVITIES (1,623,802) (560,025) (5,526,107)
--------------- --------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment (154,279) (128,049) (555,018)
Acquisition of patents (14,925) (5,000) (71,393)
Deposits on tooling and production (250,000) -- (330,000)
--------------- --------------- --------------
NET CASH (USED) BY INVESTING ACTIVITIES (419,204) (133,049) (956,412)
--------------- --------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on note payable (2,671) 68,000 (4,086)
Advances from related party 172,167 625,721 223,634
Advances against Note Payable 300,000 -- 300,000
Proceeds from issuance of common stock 1,595,000 48,125 4,235,000
Proceeds from contribution of paid-in capital -- -- 1,769,802
--------------- --------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,064,495 741,846 6,524,349
--------------- --------------- --------------
NET INCREASE (DECREASE) IN CASH 21,489 48,772 41,831
CASH AT BEGINNING OF PERIOD 20,342 1,524 --
--------------- --------------- --------------
CASH AT END OF PERIOD $ 41,831 $ 50,296 $ 41,831
--------------- --------------- --------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Non-cash transactions:
Acquisition of property, equipment and patents $ -- $ -- $ 259,006
=============== =============== ===============
Issuance of common stock for patents and services $ -- $ -- $ 360,446
=============== =============== ===============
Disbursements by related party $ -- $ -- $ 731,758
=============== =============== ===============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
7
<PAGE>
HYDROMAID INTERNATIONAL, INC.
Notes to the Financial Statements
For the Three Months Ended June 30, 1999 and June 30, 1998, and for the Six
Months Ended June 30, 1999 and June 30, 1998, and for the Period June 24, 1992
(inception) through June 30, 1999.
1. BASIS OF PRESENTATION
In the opinion of management, the unaudited financial statements
reflect all normally recurring adjustments necessary to fairly present the
Company's financial position and results of operations for the periods
indicated.
The accompanying interim financial statements should be read in
conjunction with the financial statements and related notes included in the
Company's 10-KSB for the period ended December 31, 1998, which has been filed
with the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the Company's annual financial statements have
been omitted from the quarterly financial statements based upon Securities and
Exchange Commissions rules and regulations.
Because the Company completed a plan of reorganization during December
1998 and the company acquired through the reorganization was exclusively
involved in research and development during the two quarters of 1998, the value
of comparing the quarterly results is minimal in the opinion of management.
Net loss per common and common equivalent share was computed based on
the net loss divided by the weighted average number of common and common
equivalent shares outstanding, unless antidilutive, during the year presented.
2. FINANCING
In December 1998, the Company acquired all of the shares of
Environmental Systems and Solutions, Inc. ("ESSI") in a stock-for-stock
reorganization (the "Reorganization"). The Reorganization provided the
Company with ongoing operations and working capital.
ESSI had operated from inception with approximately $6,000,000 in
invested capital. The Company from its incorporation in 1919 through the
Reorganization raised $527,632 in investment proceeds to fund operations. ESSI
from its inception in 1992 through the Reorganization raised $5,568,934 to fund
the acquisition of the HydroMaid patents, perform research and development, and
conduct business operations.
During January 1999, the Company raised $1,200,000 through the sale of
400,000 shares of common stock to a private investor.
Beginning in June 1999, the Company began raising additional capital
through the private sale of shares of its common stock to accredited
investors. The Company plans to raise up to $6.0 million through a private
placement. The shares of common stock being offered through the private
placement have not been registered under any federal
8
<PAGE>
or state securities laws; rather, the shares are being offered pursuant to
available exemptions from registration. During June 1999, the Company sold
100,000 shares of its common stock being offered through the private offering
to two existing investors for aggregate proceeds of $395,000. Subsequent to
the end of the second quarter, the Company sold an additional 50,000 shares
through the private offering. During August 1999, the Company offered the
investors in the private offering a right of rescission, to permit the
Company to make the timely exemption filings with the Securities and Exchange
Commission.
During 1998, the Company, through ESSI before the Reorganization,
raised approximately $4,408,000 through private offerings of its stock. The
capital raised was used to fund operations. The Company anticipates needing
additional capital to fund operations during the upcoming year. The Company
intends to raise capital through a combination of the private placement of
its securities, establishing operating lines of credit, and through the sale
of product.
During 1998, the Company established an infrastructure to move from a
development stage company to a production and marketing stage company. The
Company anticipates continuing its aggressive marketing and production efforts
during 1999. With the business foundation established in 1998, the Company does
not anticipate any major plant or equipment purchases or significant changes in
the number of employees.
3. RELATED PARTY TRANSACTIONS
In 1998, Culley W. Davis made unsecured advances to the Company
totaling $1,478,467, which included $1,427,000 of proceeds from sales of his
ESSI stock to investors at $8.00 per share. The stock sold by Mr. Davis was
personally owned by him or Pinnacle Enterprises, Inc., a corporation that he
owns, and the proceeds were advanced to the Company according to an agreement
between the parties. During December 1998, the Company issued 178,375 shares
of Common Stock to Culley W. Davis valued at $8.00 per share as reimbursement
stock for his personal shares sold. The stock sale proceeds received by the
Company have been reported as an original stock issuance in the accompanying
financial statements. The remaining balance as of December 31, 1998 of
$51,467 owed to Mr. Davis is reported as a current liability of the Company.
This cash advance is non-interest bearing.
Subsequent to the end of 1998, there have been further working capital
advances from Mr. Davis, such that the June 30, 1999 balance in this liability
is $523,634. This may be settled with a cash payment to Mr. Davis out of private
placement proceeds or it may be settled by an issuance of common stock shares at
the same price that is realized in the private placement.
The Company is indebted to Culley W. Davis, who financed the purchase
of a 1999 Ford truck used by the Company for product demonstrations at remote
locations. The note is payable in monthly installments of $770, including
principal and interest, is secured by the truck, and bears interest at a fixed
rate of 7.9%.
9
<PAGE>
4. DESCRIPTION OF SECURITIES
The Company has one class of securities authorized, consisting of
30,000,000 shares of $0.001 par value common voting stock. The holders of the
Company's Common Stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of Common Stock
carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock is not
subject to redemption rights and carries no subscription or conversion rights.
In the event of liquidation of the Company, the shares of Common Stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities. All shares of the Common Stock now outstanding are fully paid and
non-assessable.
There are outstanding options to purchase a total of 700,000 shares
of Common Stock at the price of $.25 per share. The options are subject to
the Company's 1997 Stock Option and Incentive Plan and vest in one third
increments on January 1, 2000, 2001, and 2002. There is also an Agreement to
award 50,000 shares over a three year period to a manufacturing consultant.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change in
control of the Company.
5. YEAR 2000 MATTERS
The inability of computers, software, and other equipment utilizing
microprocessors to recognize and properly process date fields containing a two
digit year reference such as "00" for the year 2000 is commonly referred to as
the Year 2000 issue. Any of the Company's computer programs that utilize two
digit years may recognize "00" as the year 1900 rather than the year 2000. Such
recognition problems could cause disruptions of operations, including the
inability to process transactions, send invoices, or engage in similar essential
business activities.
The Company has no custom developed computer systems subject to
these potential problems. It has communicated with third party vendors of
packaged software and hardware to determine their compliance with the Year
2000 issue and has been advised that none of the systems in use is likely to
experience Year 2000 problems. However, the Company cannot provide absolute
assurance that the systems of third parties will be in full compliance by the
turn of the century. The failure of third party vendors to complete
compliance with the Year 2000 issue in an appropriate timeframe could have a
material adverse effect on the Company's ability to perform essential
business tasks, which could then have a material adverse effect on the
Company's business.
10
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
PLAN OF OPERATION.
The Company has not generated any significant revenues from operations
during the last two calendar years. The Company's plan of operation for the next
12 months is to continue to actively manufacture, market and distribute the
HydroMaid-TM-.
PRINCIPAL PRODUCT. The Company is engaged in the development,
manufacturing, marketing, sale, and distribution of a patented product called
the HydroMaid-TM-. The HydroMaid is a water-powered garbage disposal.
The HydroMaid uses household water pressure to push five stainless
steel cutting blades. These blades oscillate and cut through waste, including
foods that normally damage or create problems for traditional electric
disposals such as chicken bones, potato peels, avocado pits, walnut shells,
and fibrous foods like celery.
The Company intends to focus on three distribution methods for the
HydroMaid this year.
RETAIL. The Company believes that retail customers will represent a
measurable percentage of sales initially. Retail stores or outlets represent
customers that buy at wholesale prices and sell at retail prices.
Large retail outlets are being targeted by the Company to carry the HydroMaid.
PLUMBING WHOLESALE HOUSES. The Company anticipates that plumbing
wholesale houses ("Wholesalers") will constitute a large part of the Company's
total distribution. Wholesalers are being contacted directly by the Company to
carry the HydroMaid. The Company is also signing up independent sales
representatives to sell the HydroMaid. These representatives are contacting
plumbing houses and independent stores the Company cannot reach directly.
DIRECT. Direct response advertising and the internet represent the two
main direct channels the Company has begun using. The Company has performed
limited direct response marketing and plans to further test and refine its
direct marketing approach. The Company also operates a Web site at
www.hydromaid.com, providing detailed information on the internet to interested
consumers and allowing them the opportunity to order directly from the Company.
LIQUIDITY.
During the next 12 months, the Company will need significant working
capital to fund its marketing efforts and to manufacture product. The Company
intends to obtain working capital from the sale of product and through private
investments made by third parties. During
11
<PAGE>
the second quarter and as of the date of this report, the Company has raised
approximately $600,000 through its current private placement. The Company
believes it will need to raise an additional $3.5 to $4.5 million to cover
its working capital needs through the end of the year.
RESEARCH AND DEVELOPMENT.
The Company is experiencing diminishing research and development
efforts as it makes the transition from product development to marketing. It
anticipates spending approximately $250,000 on research and development through
1999. The Company has engaged independent research entities to test the product
to determine what, if any, improvements can be made to the HydroMaid and to
provide the Company with research data for marketing purposes.
EMPLOYEES.
The Company has previously hired the personnel it believes are
necessary to complete its transition from being a research and development
company to a marketing and distribution company. Accordingly, the Company does
not anticipate any material changes in the number of its employees through 1999.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities and Use of Proceeds.
During the second quarter of 1999, the Company's Board of
Directors approved the sale of up to 1,200,000 shares of the Company's common
stock to raise up to $4,800,000 through its 1999 Private Stock Offering
("Offering"). The Offering was originally set to open on June 1, 1999, and to
expire on November 30, 1999, but was later changed to open as of August 10,
1999. The Company sold a total of 100,000 shares during June 1999, and later
offered rescission to the initial investors as of August 18, 1999, to permit
the Company to timely file its Form D with the Securities and Exchange
Commission concerning the Offering.
The shares of common stock offered through the private offering
are not registered under the Securities Act of 1933 ("Act") based upon an
exemption available under Section 4(2), including Rule 506 under Regulation D.
The facts the Company is relying upon to make the exemption available include;
the Company is raising only up to $4,800,000; the Company is placing the
Offering itself; only accredited investors are permitted to invest in the
Offering; the Company's current business and financial information is being made
available to all investors; no form of general solicitation or general
advertising is being used; and each investor is being asked to represent that he
or she is purchasing the shares for himself or herself with no view to
12
<PAGE>
resell the shares, he or she is aware the securities have not been registered
under the Act, and he or she is aware that a legend regarding the restriction
on transfer of the shares appears on each certificate issued pursuant to the
Offering.
As of the date of this filing, the Company has sold 150,000 shares
under the Offering for an aggregate purchase price of $580,000.00. All proceeds
have gone to working capital to help fund the Company's marketing efforts and
product production.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit
(a) Exhibits.* Number
None.
(b) Reports on Form 8-K.
* A summary of any Exhibit is modified in its entirety by reference to
the actual Exhibit.
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.
HYDROMAID INTERNATIONAL, INC.
Date: 8/21/99 By:/s/ CULLEY W. DAVIS
--------------------------------------
President and Director
Date: 8/21/99 By:/s/ JOHN W. NAGEL
--------------------------------------
Chief Financial Officer and
Director
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENT OF OPERATIONS FOR HYDROMAID INTERNATIONAL, INC., A
DEVELOPMENT STAGE COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 41,831
<SECURITIES> 0
<RECEIVABLES> 15,622
<ALLOWANCES> 0
<INVENTORY> 403,630
<CURRENT-ASSETS> 470,604
<PP&E> 710,120<F1>
<DEPRECIATION> (118,882)
<TOTAL-ASSETS> 1,542,009
<CURRENT-LIABILITIES> 646,720
<BONDS> 27,293<F2>
0
0
<COMMON> 24,500
<OTHER-SE> 843,496
<TOTAL-LIABILITY-AND-EQUITY> 1,542,009
<SALES> 35,900
<TOTAL-REVENUES> 35,900
<CGS> 33,250
<TOTAL-COSTS> 33,250
<OTHER-EXPENSES> 793,653<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 740
<INCOME-PRETAX> (791,743)
<INCOME-TAX> 0
<INCOME-CONTINUING> (791,743)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (791,743)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)<F4>
<FN>
<F1>GROSS INVESTMENT IN PP&E, I.E., BEFORE DEPRECIATION DEDUCTION
<F2>NOTE PAYABLE
<F3>OPERATING EXPENSE 771,163; R&D 22,490
<F4>DILUTIVE EFFECT LESS THAN REPORTABLE LEVEL.
</FN>
</TABLE>
