U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the period ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the transition period
from _______ to _______
COMMISSION FILE NUMBER: 001-14973
BEAUTYMERCHANT.COM, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 13-3422912
(State or other jurisdiction of (IRS Employer identification No.)
incorporation or organization)
4818 West 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 Section13 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[ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or an
amendment to this Form 10-KSB. [x]
State issuer's revenues for its most recent fiscal year:
$429,172
As of March 14, 2000 there were 13,191,329 common shares
outstanding and the aggregate market value of the common shares
(based upon the average of the bid price ($1.06) and the asked
price ($1.18) reported by brokers), held by non-affiliates was
approximately $13,982,809. Transitional Small Business
Disclosure Format (check one): Yes[ ] No[X]
Number of shares of common stock outstanding as of March 14,
2000: 13,191,329
Number of shares of preferred stock outstanding as of March 14,
2000: 1,000,000
PART I
ITEM 1. Business
Corporate Organization
As used herein the term "Company" refers to BeautyMerchant.com,
Inc., a Nevada Corporation, and its subsidiaries and
predecessors, unless the context indicates otherwise.
Originally incorporated in 1987 as Tri-Capital Corporation, the
name was changed in 1988 to Advanced Appearance of America,
which operated beauty salons until 1995. At that time, the
Company discontinued its operations and went inactive until
early 1998. In March of 1998, the Company changed its name to
ATR Industries, Inc. On June 1, 1998, the Company acquired ATR
Industries, Inc. of Florida (AKA Cleaning Express USA and
Cleaning Express of South Palm Beach, Inc.), a private Florida
Corporation, for 3,000,000 restricted shares of Common Stock. In
1999, the Company changed its name to BeautyMerchant.com, Inc.
to reflect its retail e-commerce plans.
Since 1998, the Company has concentrated its operations
primarily on the home cleaning services industry. In January
2000, the Company commenced operations of a new division of
operations related to the preparation, development and marketing
of cosmetics and beauty products via an e-commerce Internet
site. These operations are conducted through the Company's
wholly owned subsidiary Beautymerchant.com, Inc., a Florida
corporation.
Description of Business
Cleaning Express USA. The Company's operations primarily involve
home cleaning services. Through its emphasis on budget pricing,
the Company has developed a market in the home cleaning industry.
The Company currently operates two offices 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 Dade,
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.com, Inc. During January 2000, the Company,
through its wholly owned subsidiary Beautymerchant.com, 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 has
served as a management consultant for beauty salons from 1978-
1988. During this time, he became familiar with retail cosmetics,
hair products through attending various trade shows and studying
consumer trends concerning retailing of hair and skin products.
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.com sells and distributes
popular cosmetic 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.
The Company will attempt to develop the Beautymerchant.com
concept, " We sell beauty for less", and will strive to provide
the best prices available. Initially, the Company is carrying a
catalogue format, offering over 2,000 brand name cosmetics and
toiletries, totaling over 8,000 products, with new product lines
being added as web traffic increases. The Company maintains a
inventory of Products through its distributors, which is stored
at product sourcing eliminates the need for a costly extended
inventory. All customer orders are implemented by online credit
card or cyber cash systems with a virtual shopping cart. The
Company offers a secure shopping environment, partnering with
Earthlink and Mercantec systems for secure credit card
transactions and easy to use ordering. Visitors to the online
store are able to shop 24 hours a day, regardless of location,
and are able to shop and order in English, Spanish, or French.
Beauty products are marketed over the World Wide Web via the
Internet. The Company has agreed to a marketing alliance with
GoTo.com and Yahoo! to advertise on their portals by means of
banner ads and site affiliations. Earthlink, Inc. will provide
links and banner impressions from the Earthlink shopping mall for
Beautymerchant.com. The Company also has entered an agreement
with the Earthlink Network to host the site. The Company has
contracted with a video production company to produce a 30 second
T.V. spot. In addition, the Company plans to use in-house
marketing and advertising to promote its products. Advertising is
expected to begin in the summer of 2000.
During February 2000, the Company contracted with a local web
development firm to remodel the site and add several new features
to the `virtual store front.' Remodeling is expected to be
complete early in the Year 2000.
Beautymerchant.co.uk in England is being planned and developed.
At this time, no opening date has been announced.
Beautymerchant.de is also being planned to open in Germany.
However, no opening date has been announced. The Company has
obtained and registered exclusive domain rights in the respective
countries. The Company expects to begin contracting and
negotiating with European distributors during the Year 2000. The
company has established worldwide customer service capabilities
with toll free numbers that are converted into E-mail on a daily
basis for prompt response to customer issues.
The online beauty supply industry is highly competitive with
respect to price, service, quality and internet marketing. As a
result, the potential for failure in this industry is
significant. There are numerous, well-established, larger
competitors in the online beauty supply industry with
comprehensive web sites, 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 online beauty products industry by offering a
variety of quality products at a low price, directly to the
consumer. This will be achieved by working directly with
wholesalers, enabling the Company to get and pass on to the
customer the best prices in the online market. The Company also
plans to gain an advantage over the competition by providing
access to the web site in English, French and Spanish. The
Company hopes that this will successfully increase its market
appeal and presence with a wide variety of cultures and
communities.
Business Strategy
The Company's objective is to become a leading e-commerce
retailer and to enhance and brand itself as an online shopping
destination for beauty products, fragrances and accessories. The
company is building a customer base and expanding its electronic
commerce expertise, while offering consumers considerable
discounts on name-brand beauty products and cosmetics.
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 entering
Beautymerchant.com may 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.
Browsing and Searching
Beautymerchant.com allows its customers to interactively search
and browse more than 8,000 name brand products. The Company has
created a "featured brands" section allowing customers to explore
the brand names we offer. Also, an extended category list allows
customers to search for their favorite products by category.
Secure Credit Card Payment
Beautymerchant.com utilizes secure software through a third party
cybercash platform for e-commerce transactions, providing
encrypted personal information, including credit card numbers,
names and addresses.
Fulfillment and Availability
All of the Company's products are shipped within 24 hours from
distributor partners. Some products are available within 3-7
days. Others are generally available within 4-6 weeks. Some
back order cosmetics and fragrances may not be available at all.
The Company uses e-mail to notify customers of order conditions.
The Company seeks to provide rapid and reliable fulfillment of
customer orders.
Products and Geographic Expansion
The Company began retail operations in early 2000, and will
attempt to expand product sales on a continual basis.
Affiliate Program
The Company intends to increase market presence through its
affiliate program. A recent agreement was entered into with
Commission Junction of Santa Barbara, California to manage the
program.
Customer Service
The Company believes its ability to establish long-term
relationships with its customers will encourage repeat sales.
The Company offers a toll free customer service telephone number,
and encourages e-mail inquiries for customer care 24 hours a day.
Additional Risk Factor
Beautymerchant.com, a Florida corporation, has a limited
operating history. Having just started its retailing operation in
the year 2000, the Company has a short operating history upon
which to evaluate its business and prospects. As a new e-
commerce company, Beautymerchant.com 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,
Beautymerchant.com 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. Increase our Internet exposure.
8. Monitor the competition.
(Competition in the Internet and online market will
intensify. This increased competition may reduce our
profit margins or market share.)
9. Limit service interruptions.
(Customer access to our website affects the volume of
orders. Excessive system interruptions make our e-
commerce store unavailable.
The principal suppliers to Beautymerchant.com are wholesale
distributors, who do not sell retail
The Company does not expect that any single customer will account
for more than ten percent of its business. At the present time
there is no need for government approval, though this may change
in the future.
The Beautymerchant.com in-house staff is projected to add 3-6 new
employees for the first 12 months of retail operations. These new
employees will be managed by the three employees that are
presently on staff.
ITEM 2. Properties
The Company leases two offices totaling 2,500 sq. ft. for
administration and sales at 4818 West Commercial Blvd-Lauderhill,
Florida 33319 for $2,575/month. Management considers these
facilities to be adequate for its requirements for the immediate
future. These leases expires at various dates through December
2002. See Note C of the Notes to Financial Statements for
additional information about the Company's commitments under
terms of non-cancelable leases.
ITEM 3. Legal Proceedings
The Company is not a party to any legal proceedings, nor, to the
best of its knowledge, are any such proceedings threatened or
contemplated.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote during the fourth quarter.
PART II
ITEM 5. Market for the Registrant's Common Stock and Related
Security Holder Matters
(a) The principal market in which the Company's common stock is
traded is the Over-the-Counter market. The table below presents
the high and low bid price for the Company's common stock each
quarter during the past year and reflects inter-dealer prices,
without retail markup, markdown, or commission, and may not
represent actual transactions. The Company obtained the following
information from brokers who make a market in the Company's
securities.
Bid
---------------
Quarter Ended Low High
03/31/99* $ .25 $7.00
06/30/99 2.00 6.50
09/30/99 .50 7.75
12/31/99 .50 3.00
* There was no trading prior to this time
(b) Holders. The approximate number of holders of record of the
Registrant's Common Stock as of March 14, 2000 was 64.
(c) The Registrant has paid no dividends from inception to date
and does not currently intend to do so.
ITEM 6. Management's Discussion and Analysis
Selected financial data
Year Ended December 31
1999 1998 1997
--------- -------- --------
Net Sales $ 429,172 $474,370 $473,824
Net Loss (166,435) (62,921) (8,232)
Net Loss per
Common Share (.01) (.03) (.001)
Weighted Average
Common Shares
Outstanding 11,729,054 1,942,254 N/A
AT YEAR END
Total Assets $ 534,665 $10,916 $3,100
Working Capital 513,256 (62,009) (19,850)
Shareholders' Equity
(Deficit) 522,608 (63,362) (16,750)
No dividends have been declared or paid for any of the periods
presented.
Liquidity and Capital Resources
Years ended December 31, 1999 and December 31, 1998
Cash flows used in operations were a negative $155,317 for the
year ended December 31, 1999, and a negative $46,536 for the year
ended December 31, 1998. Negative cash flows from operating
activities for the years ended December 31, 1999 and 1998 are
primarily attributable to losses from operations.
Cash flows from investing activities were a negative $9,295 for
the year ended December 31, 1999 and zero for the same period in
1998. The negative cash flows were primarily attributable to new
equipment purchases during 1999.
Cash flow generated from financing activities were $271,876 for
the year ended December 31, 1999 and $49,899 for the year ended
December 31, 1998. The increase was primarily due to the private
placement of common stock sold during 1999.
The Company has funded its cash needs from inception through
December 31, 1999 with a series of debt and equity transactions,
including private placements.
The shareholder loan receivable of $7,892 on December 31, 1999 is
due from Edward A. Roth, President and majority shareholder. The
loan is evidenced by a written promissory note, bearing interest
at 12% per annum. The shareholder loan payable at December 31,
1998 was repaid in full during 1999.
In February of 1999, the Company raised $987,200 through a
limited private placement under Rule 504 of Regulation D. As of
the date of the last revision of this report, the Company had
issued all of the stock under those agreements but has yet to
receive most of the funds from that offering. If such funds are
not realized it would significantly effect the Company's ability
to perform its business, especially in its' Beautymerchant.com,
Florida corporation, subsidiary.
Initial site development costs have been paid to the web
designer. Expenses for development, marketing and advertisements
are projected at Five Hundred Thousand dollars ($500,000) for the
first three to six months of the Year 2000. The company also
expects to create an initial inventory valued at approximately
One Hundred Thousand Dollars ($100,000). The value and amount
of the inventory will increase as business develops. The Company
has gained approval for 30 day lines of credit with its
distributors. This will allow the Company to purchase the needed
ongoing inventory. Additional development, marketing,
advertising, and inventory costs are being paid for with funds
from the proceeds of a limited private offering executed in
February of 1999 and the issuance of common stock for certain
services. The Company expects to use revenues from the web site
to pay for its operating costs. However, the Company does not
guarantee that such revenues will be adequate to fund the
Company's plans.
The Company will substantially rely on the existence of revenue
from the home cleaning business and from the projected revenues
of Beautymerchant.com. The Company projects that current and
projected revenues and capital reserves will sustain it for 12
months. If the projected revenues of Beautymerchant.com fall
short of needed capital the Company will not be able to sustain
its capital needs for more than six months. The Company will
then need to obtain additional capital through equity or debt
financing to sustain operations for an additional year. A lack
of significant revenues beginning in the first quarter of 2000
will significantly affect the cash position of the Company and
move the Company toward a position where the raising of
additional funds through, collections of subscriptions
receivable, equity or debt financing will be necessary.
On a long term basis, liquidity is dependent on continuation and
expansion of operations, receipt of revenues, additional
infusions of capital and debt financing. The Company is
considering launching a wide scale marketing and advertising
campaign. The current Company's capital and revenues are not
sufficient to fund such a campaign. If the Company chooses to
launch such a campaign it well require substantially more
capital. If necessary, the Company plans to raise this capital
through an additional follow-on stock offering. The funds raised
from this offering will be used to develop and execute the
marketing and advertising strategy which may include the use of
television, radio, print and Internet advertising. However ,
there can be no assurance that the Company will be able to obtain
additional equity or debt financing in the future, if at all. If
the Company is unable to raise additional capital, the growth
potential will be adversely effected. Additionally, the Company
will have to significantly modify its plans.
Financing activities consisted of principal repayments under the
company's capitalized lease obligation which it has for its
office equipment and repayments of shareholder loans payable.
Results of Operations
Sales
Sales for the year ended December 31, 1999 decreased to $429,172
from $474,370 for the year ended December 31, 1998, a decrease of
9.5%. The decrease in revenues were primarily attributable to a
decrease in the revenues from Cleaning Express USA, the home
cleaning service subsidiary.
Sales from the home cleaning industry have accounted for nearly
all of total net sales in 1999 and 1998. The Company plans to
accelerate growth of sales in 2000 by increasing expenditures on
marketing and growing public awareness of services.
Income / Losses
Net losses for the year ended December 31, 1999 increased to
$166,435 from $62,921 for the year ended December 31, 1998, an
increase of 166%. The substantial increase in losses was
attributable primarily to an increase in professional fees
associated with legal and accounting expenses associated with the
filing of the Company's Form 10-SB registration statement and
general corporate purposes.
The Company expects to continue to incur losses at least through
fiscal 2000 and there can be no assurance that the Company will
achieve or maintain profitability or that its revenue growth can
be sustained in the future.
Expenses
Selling, general and administrative expenses for the year ended
December 31, 1999, increased to $408,161 from $223,185 for the
year ended December 31, 1998, an increase of 83% The increase
in selling, general and administrative expenses was the result of
a significant increase in professional fees, which resulted from
expenses associated with re-obtaining trading status on the OTC
Bulletin Board.
Depreciation and amortization expenses for the years ended
December 31, 1999 and December 31, 1998 were $2,850 and $2,600,
respectively. The increase was due to additional equipment
purchased by the Company during 1999.
The company has attempted to reduce rent expenses by closing the
Boca Raton office at the end of 1999 and consolidating operations
in the Fort Lauderdale office of Cleaning Express USA. This
reduces overhead expenses by a projected 4-5% for the coming
year. In addition, the company has taken steps to change daily
operations of Cleaning Express USA, projecting a savings of 5-10%
over the new year. Reduction of sales was the primary reason for
the decrease, caused by a temporary shortage of cleaning
personnel in the South Florida area.
The Company expects increases in expenses through 2000 as the
Company moves toward increasing development and marketing of its
Beautymerchant.com subsidiary.
Cost of Labor
The largest factors in the variation from year to year in the
cost of labor as a percentage of net sales are the cost of labor.
The cost of labor the year ended December 31, 1999 was $252,402
compared to $314,106 for the year ended December 31, 1998. The
decrease in the cost of labor was primarily attributable to a
decrease in the number of contracts from the Cleaning Express
subsidiary. Cost of labor as a percentage for December 31, 1999
and 1998 respectively, was 58.8% and 56.4%.
Cost of Sales
The cost of sales, exclusive of labor, is currently not a
material cost for the Company. Since commencement of
Beautymerchant.com, a Florida corporation, which involves product
sales, the cost of goods will vary from year to year and may have
a material impact upon the Company.
Impact of Inflation
The Company believes that inflation has had a negligible effect
on operations over the past two years. The Company believes that
it can offset inflationary increases in the cost of labor by
increasing sales and improving operating efficiencies.
Trends, Events, and Uncertainties
Demand for the Company's home cleaning services and
Beautymerchant.com products will be dependent on, among other
things, market acceptance of the Company's concept, the quality
of its Web site and general economic conditions, which are
cyclical in nature. Inasmuch as a major portion of the Company's
activities is the receipt of revenues from the sales of its
products, the Company's business operations may be adversely
affected by the Company's competitors and prolonged recessionary
periods.
Corporate Name Change
During the third quarter of 1999, the Company changed its name
from "ATR INDUSTRIES, INC." to "BEAUTYMERCHANT.COM, INC." to
reflect its emphasis on the e-commerce operations. The Company
remains a Nevada corporation.
--The rest of this page is left intentionally blank--
ITEM 7. Financial Statements
INDEPENDENT AUDITORS' REPORT
Michael J. Bongiovanni, C.P.A., P.A.
12433 Willingdon Road
Charlotte, N.C. 28078
Phone (704) 904-2390
Fax (704) 948-6677
Board of Directors
BEAUTYMERCHANT.COM, INC. (a Nevada corporation) & SUBSIDIARIES
4818 West Commercial Boulevard
Fort Lauderdale, Florida 33319
To: Board of Directors:
We have audited the accompanying balance sheet of
Beautymerchant.com, Inc. (a Nevada corporation) and its wholly
owned subsidiaries as of December 31, 1999 and the related
statements of operations, stockholders' equity, and cash flows
for the years ended December 31, 1999 and 1998. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Beautymerchant.com, Inc. (a Nevada corporation) and its
wholly-owned subsidiaries as of December 31, 1999, and the
results of its operations and its cash flows for the years ended
December 31, 1999 and 1998, in conformity with generally accepted
accounting principles.
Michael J. Bongiovanni, C.P.A.
Charlotte, North Carolina
March 1, 2000
--The rest of this page is left intentionally blank-
BALANCE SHEET
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
December 31, 1999
ASSETS
CURRENT ASSETS
Cash $ 111,428
Prepaid expenses (Note G) 391,121
Inventory 4,542
Shareholder loan receivable (Note G) 7,892
Accounts receivable 5,385
-----------
TOTAL CURRENT ASSETS 520,368
LEASEHOLDS AND EQUIPMENT
Furniture 6,521
Leasehold improvements 2,000
Equipment 30,620
Less: Accumulated depreciation (28,544)
-----------
NET LEASEHOLDS AND EQUIPMENT 10,597
OTHER ASSETS
Deferred taxes (Note D) --
Deposits 3,700
-----------
TOTAL OTHER ASSETS 3,700
TOTAL ASSETS $ 534,665
==========
See notes to audited financial statements and auditors' report.
BALANCE SHEET (CONTINUED)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
December 31, 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 4,930
Current portion of capitalized
lease obligation (Note B) 2,182
---------
TOTAL CURRENT LIABILITIES 7,112
---------
LONG-TERM DEBT
Capitalized lease obligation (Note B) 4,945
STOCKHOLDERS' EQUITY (NOTE G)
Common stock ($.001 par value; 100,000,000
shares authorized, 13,179,104 shares issued
and outstanding) 9,706
Convertible preferred stock ($.001 par value;
50,000,000 shares authorized, 1,000,000
shares issued and outstanding) 1,000
Common stock subscribed ($.001 par value;
3,473,000 subscribed at $.22 per share) 3,473
Common stock subscriptions
receivable (671,637)
Additional paid-in-capital 1,413,046
Retained deficit (232,980)
---------
TOTAL STOCKHOLDERS' EQUITY 522,608
-----------
$ 534,665
===========
See notes to audited financial statements and auditors' report.
<TABLE>
STATEMENTS OF OPERATIONS
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
1999 1998
REVENUE
<S> <C> <C>
Sales (Note H) 429,172 474,370
Cost of Labor (Note H) (252,402) (314,106)
--------- ---------
GROSS PROFIT 176,770 160,264
SELLING, GENERAL & ADMINISTRATIVE EXPENSES
Advertising 96,094 57,581
Alarm and Security Service - 326
Automobile 4,452 2,163
Bad Debt Expense (Note A) 65,197 -
Bank Service Charges 945 -
Casual Office Labor - 16,598
Continuing Professional Education 3,385 -
Depreciation 2,850 2,600
Dues & Fees 2,250 4,447
Employee Leasing 59,992 31,040
Employee Benefits 1,574 4,706
Equipment Leasing 4,962 9,915
Insurance 9,065 2,741
Office Expense and Supplies 23,324 4,627
Professional Fees 71,183 23,328
Public Trading 9,815 22,335
Rent (Note C) 29,449 16,628
Repairs & Maintenance 356 3,000
Taxes & Licenses 1,612 6,760
Telephone 8,915 7,952
Travel and Entertainment 3,503 3,900
Utilities 1,863 1,229
Web Site Development 7,375 -
------- -------
TOTAL EXPENSES 408,161 221,876
------- -------
See notes to audited financial statements and auditors' report.
STATEMENTS OF OPERATIONS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
1999 1998
<S> <C> <C>
OPERATING LOSS $ (231,391) $ (64,230)
OTHER INCOME (EXPENSE)
Interest Income (Note A) 65,837 -
Interest Expense (881) (1,309)
--------- -------
Total Other Income (Expense) 64,956 (1,309)
LOSS BEFORE INCOME TAXES (166,435) (62,921)
Income Taxes (Note D) - -
--------- ------
NET LOSS (166,435) (62,921)
========= ========
Retained (Deficit),
beginning of year (66,545) (3,624)
Retained (Deficit),
end of year $ (232,980) $ (66,545)
--------- --------
Basic and fully diluted loss per
common share $ (.01) $ (.03)
========= ========
</TABLE>
See notes to audited financial statements and auditors' report.
<TABLE>
STATEMENTS OF CASH FLOWS
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss (166,435) (62,921)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation 2,850 2,600
Recoverable income taxes decrease 400 1,700
Common stock issued in exchange for services
(Note G) 38,502 -
Adjustment due to stock split 1,000 -
Common stock adjustment - (317)
Common stock exchange (Note G) - 3,000
(Increase) in operating assets:
Accounts receivable (4,885) 699
Inventory (4,542) -
Prepaid expenses (Note G) (1,781) -
Deposits (2,000) -
Increase (Decrease) in operating liabilities:
Excess of outstanding checks over
bank balance (11,366) 8,212
Accounts payable & accrued expenses (7,060) 11,386
-------- -------
NET CASH USED IN
OPERATING ACTIVITIES (155,317) (35,641)
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for leaseholds and equipment (9,295) -
-------- -------
NET CASH USED IN
INVESTING ACTIVITIES (9,295) -
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loans - 41,235
Proceeds from common stock issuances 315,563 -
Payments on shareholder/officer
loans payable (41,127) -
Principal repayments under capital lease (2,560) (2,231)
-------- --------
See notes to audited financial statements and auditors' report.
STATEMENT OF CASH FLOWS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Year Ended December 31, 1999 and 1998
1999 1998
NET CASH PROVIDED BY
FINANCING ACTIVITIES $ 271,876 $ 39,004
------- ------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 107,264 3,363
Cash and cash equivalents,
beginning of year 4,164 801
------- ------
CASH AND CASH EQUIVALENTS
END OF YEAR $ 111,428 $ 4,164
======== =======
</TABLE>
SUPPLEMENTAL CASH FLOW INFORMATION:
Supplemental disclosures of cash flow information for the years
ended December 31, 1999 and 1998 is summarized as follows:
Cash paid during the years for interest and income taxes:
1999 1998
Income Taxes $ - $ -
Interest $ 881 $ 1,309
NON-CASH FINANCING ACTIVITES:
Incurrence of shareholder loan receivable for sale of common and
preferred stock to officer $ 9,000 $ -
Common stock issued to officers/shareholders and others for year
2000 services, charged to prepaid expenses
$ 389,340 $ -
See notes to audited financial statements and auditors' report.
<TABLE>
STATEMENT OF STOCKHOLDERS' EQUITY
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
Convertible Additional
Common Stock Preferred Stock Paid-in Retained
Shares Amount Shares Amount Capital Deficit
<S> <C> <C> <C> <C> <C> <C>
Balances,
January 1, 1998 36,670,000 $500 (3,624)
200 to 1 Reverse
common stock split
(36,486,650) - - - - -
Issuance of shares on June 1, 1998
3,000,000 3,000 - - - -
Adjustment to pre-1998 (317)
Net Loss for 1998 0 (62,921)
Balance, December 31, 1998
3,183,350 3,183 (66,545)
Reverse common stock split (Note G)
(10 to 1) Equity Effects
(2,861,020) (2,861) - - 2,861 -
Common stock issued
for 1999 services (Note G)
36,500 37 - - 38,465 -
Sale of common stock under
Reg D Offering (Note G)
4,487,274 4,487 - - 982,713 -
Common stock issued to
Officer/Shareholder (Note G)
8,000,000 8,000 - - - -
Net Loss for 1999
- - - - - (166,435)
Convertible preferred stock issued in
exchange for promissory note (Note G)
1,000,000 1,000
Common stock issued for 2000
services (Note G)
333,000 333 - - 389,007
-
Balances, December 31, 1999
13,179,104 $13,179 1,000,000 $ 1,000 $ 1,413,046 $(232,980)
See notes to audited financial statements and auditor's report.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity - Beautymerchant.com, Inc. (a Nevada
corporation) legally changed its corporate name in 1999 and was
formerly known as ATR Industries, Inc., a Nevada corporation,
which was incorporated in 1987. These financial statements
include the effects of its wholly owned subsidiaries, ATR
Industries, Inc. (a Florida corporation), formerly known as
Cleaning Express USA, and Cleaning Express of South Palm Beach,
Inc. In 1997, ATR Industries, Inc. (a Florida corporation)
amended its Articles of Incorporation to effect a name change
from Cleaning Express USA, Inc. The company is a full service
cleaning company offering daily residential cleaning services,
carpet cleaning and other related services in the South Florida
area under the name of Cleaning Express USA. In 1999, the Company
began operations as an E-commerce distributor of beauty products.
Accounts Receivable - Accounts receivable are charged to bad debt
expense as they are deemed uncollectible based upon a periodic
review of the accounts. No bad debt expense on trade receivables
for the year ended December 31, 1998 was recorded. At December
31, 1999, no allowance for doubtful accounts was deemed necessary
in management's opinion. During 1999, management wrote off
$65,197 of accrued interest from 8% per annum promissory notes
due in relation to sales of stock under Regulation D in
accordance with management's' intent. See footnote G herein.
Leaseholds and Equipment - Leaseholds and equipment are recorded
at cost and include expenditures that substantially increase the
productive lives of the existing assets. Maintenance and repair
costs are expensed as incurred. Depreciation is provided using
the straight-line method and other methods that approximate the
straight-line method. It is calculated over recovery periods as
prescribed by management which range from 5 years for equipment
to 7 years for furniture. Leasehold improvements are amortized
over the terms of the office operating leases.
NOTES TO FINANCIAL STATEMENTS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
When a fixed asset is disposed of, its cost and related
accumulated depreciation are removed from the accounts. The
difference between undepreciated cost and proceeds from
disposition is recorded as gain or loss.
Advertising - The Company charges the costs of advertising to
expense when incurred. Advertising expense totaled $96,094 and
$57,581 for the years ended December 31, 1999 and 1998,
respectively.
Basis of Presentation - The financial statements are presented on
the accrual basis of accounting.
Uninsured Deposits - At various times during the years, the
Company maintained a bank account balance which exceeded
federally-insured limits.
Cash and Cash Equivalents - For purposes of the Statement of Cash
Flows, the Company considers liquid investments with an original
maturity of three months or less to be cash equivalents.
Revenue Recognition - Revenue for the residential cleaning
operations is recognized when cleaning services are performed.
Revenue for E-commerce beauty sales is recognized when the
products are shipped, provided collection of the resulting
receivable is probable and the earnings process is complete.
Internet related services revenue are recorded when earned. If
any material contingencies are present, revenue recognition is
delayed until all material contingencies are eliminated. Material
contingencies are circumstances in which there are any potential
uncertainties as to the completion of the revenue process being
complete. Further, no revenue is recognized unless collection of
the applicable consideration is probable. Probable collection is
determined at the time collection occurs or is more than
reasonably possible it will be collected.
NOTES TO FINANCIAL STATEMENTS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
Web Site Research and Development - Costs incurred in the
development, classification, organization of web site listings,
and web site enhancements are charged to expense as incurred in
accordance with AICPA Statement of Position 93-7 under the
presumption that these costs are advertising costs that should be
expensed.
Income Taxes - Income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of
deferred taxes related primarily to differences between the
bases of certain assets and liabilities for financial and tax
reporting. Deferred taxes represent the future tax return
consequences of those differences, which will either be taxable
or deductible when the assets and liabilities are recovered or
settled. The income tax benefit consists of taxes currently
refundable due to net operating loss carryback provisions for
federal and state governments. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or the entire deferred tax
asset will not be realized. Deferred tax assets and liabilities
are adjusted for the effect of changes in tax laws and rates on
the date of enactment. There are no other deferred income tax
assets or liabilities required to be recorded or disclosed in
accordance with Statement of Financial Accounting Standards
No.109.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that effect the
reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
Comprehensive Income (Loss) - The Company adopted Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income", which
establishes standards for the reporting and display of
NOTES TO FINANCIAL STATEMENTS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Year Ended December 31, 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
comprehensive income (loss) and its components in the financial
statements. There were no material items of comprehensive income
(loss) applicable to the Company during the period covered in the
financial statements.
NOTE B - OBLIGATION UNDER CAPITAL LEASE
The Company is leasing equipment under a noncancelable capital
lease that expires in December, 2002. The obligation under the
capital lease has been recorded in the accompanying Balance Sheet
at the net present value of the future minimum lease payments,
discounted at an interest rate of 20%. The book value of the
equipment was approximately $4,000 at December 31, 1999.
Minimum future obligations under this capital lease at December
31, 1999 are as follows:
Year Amount
2000 $ 3,540
2001 3,540
2002 3,540
------
Total minimum obligation 10,620
Less amount representing interest
3,493
Present value of net
minimum obligation 7,127
Less current portion 2,182
$ 4,945
========
NOTES TO FINANCIAL STATEMENTS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
NOTE C - COMMITMENTS
The Company leases its offices in Fort Lauderdale, Lauderhill and
Boca Raton, Florida under noncancelable operating leases that
expire from varying dates through December 31, 2002. Future
minimum rental payments as of December 31, 1999 in the aggregate
and for each of the three succeeding years are as follows:
Year Amount
2000 $ 30,900
2001 31,500
2002 23,850
--------
$ 86,250
========
Rent expense for 1999 was approximately $29,000.
In 1999, the Company has committed itself to compensate each of
its Board of Directors in the amount of 1,000 shares of its
common stock annually and 10,000 common stock purchase options
over a thirty six-month period. As of the date of this report, no
option agreement has been officially adopted, there is no fair
market value for the options and none of the equity instruments
have been issued.
NOTE D - INCOME TAXES
The Company has approximately $233,000 of federal and state net
operating losses available which expire in the year 2014. The
losses can be partially carried back to previous taxable years to
obtain federal and state income tax refunds.
Due to operating losses, there is no provision for current
federal or state income taxes for the year ended December 31,
1999.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amount used
for federal and state income tax purposes.
NOTES TO FINANCIAL STATEMENTS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Year Ended December 31, 1999
NOTE D - INCOME TAXES (CONT.)
The Company's deferred tax asset at December 31, 1999 consists
of net operating loss carryforwards calculated using federal and
state effective tax rates equating to approximately $70,000 less
a valuation allowance in the amount of approximately $70,000,
respectively.
Because of the Company's lack of earnings history, the deferred
tax asset has been fully offset
by a valuation allowance. The valuation allowance increased by
approximately $56,000 for the year ended December 31, 1999.
Utilization of the net operating losses may be subject to certain
annual limitations under Code Section 382 of the Internal Revenue
Code of 1986, as amended. The annual limitation may result in the
expiration of net operating losses before full utilization.
The Company's total deferred tax asset as of December 31, 1999 is
as follows:
Net operating loss carryforwards $ 70,000
Valuation allowance (70,000)
----------
Net deferred tax asset $ --
========
NOTE E - LOSS PER SHARE
The Company adopted Statement of Financial Accounting Standard
(SFAS) No.128 during the year. This statement requires dual
presentation of basic and diluted earnings (loss) with a
reconciliation of the numerator and denominator of the loss per
share computations. Basic earnings per share amounts are based on
the weighted average shares of common outstanding. If applicable,
diluted earnings per share would assume the conversion, exercise
or issuance of all potential common stock instruments such as
options, warrants and convertible securities, unless the effect
is to reduce a loss or increase earnings per share. Accordingly,
this presentation has been adopted for the period presented.
There were no adjustments required to net loss for the period
presented in the computation of diluted earnings per share. The
NOTES TO FINANCIAL STATEMENTS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Year Ended December 31, 1999
NOTE E - LOSS PER SHARE(CONT.)
basic and diluted weighted average shares outstanding for the
year ended December 31, 1999 and 1998 are as follows:
Weighted average outstanding common shares used
for basic and diluted EPS 1999 11,729,054
===========
1998 1,942,254
===========
NOTE F - RECENT ACCOUNTING PRONOUNCEMENTS
In June of 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities,"
which the Company has not been required to adopt. The Statement,
which is effective for fiscal years beginning after June 15,
2000, establishes standards for accounting and reporting for
derivative instruments and hedging activities. The Company does
not expect that the adoption of Statement of Financial Accounting
Standards No.133 will have a material impact on its financial
statements because the Company does not currently hold any
derivative instruments.
In March, 1998, the American Institute of Certified Public
Accountants (AICPA) issued Statement of Position (SOP) No. 98-1
"Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use", which established guidelines for the
accounting for the costs of all computer software developed or
obtained for internal use. The Company's adoption of this SOP
did not have a material impact on the Company's financial
statements.
In April, 1998, the AICPA issued SOP 98-5, "Reporting on the
Costs of Start-Up Activities". The SOP is effective for fiscal
years beginning after December 15, 1998. The SOP requires costs
of start-up activities and organization costs to be expensed as
incurred. The Company adopted SOP 98-5 for the year ended
December 31, 1999. The adoption of SOP 98-5 did not have a
material impact on the Company's financial statements.
NOTES TO FINANCIAL STATEMENTS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Year Ended December 31, 1999
NOTE F - RECENT ACCOUNTING PRONOUNCEMENTS (CONT.)
The FASB has issued SFAS No. 134, "Accounting for Mortgage-Backed
Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise," an amendment of
FASB Statement No. 65, which the Company has not been required to
adopt as of December 31, 1999. Statement No. 65, as amended by
FASB Statements No. 115, "Accounting for Certain Investments in
Debt and Equity Securities", and No. 125, "Accounting for
Transfer and Servicing of Financial Assets and Extinguishments of
Liabilities", require that after the securitization of a mortgage
loan held for sale, an entity engaged in mortgage banking
activities classify the resulting mortgage-backed security as a
trading security. This statement further amends Statement No. 65
to require that after the securitization of mortgage banking
activities classify the resulting mortgage-backed securities or
other retained interests based on its ability and intent to sell
or hold those investments. This Statement is effective for fiscal
years after December 15, 1998 and did not expected to have a
material impact on the Company.
NOTE G - STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS
In January of 1999, the Company enacted a 1 for 10 reverse stock
split for its shareholders.
During 1999, the Company undertook a private placement offering
under Regulation D to sell shares of its common stock. A total of
4,487,274 post-split shares were offered to investors at a price
of $.22 per share, generating $987,200 in additional paid-in
capital via promissory notes initially. As of and for the year
ended December 31, 1999, $315,563 was collected on the promissory
notes from the stockholders. At December 31, 1999, $671,637
remains uncollected. The promissory notes have varying maturity
dates ranging from February, 2001 to March, 2001. The notes call
for no set payment of principal and carry interest at a rate of
8% per annum. The notes may be extended beyond the original
maturity dates for one year at the makers' discretion. The total
unpaid amount appears as common stock subscriptions receivable at
December 31, 1999 in the Stockholders' Equity section in the
NOTES TO FINANCIAL STATEMENTS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
NOTE G - STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS
(CONT.)
accompanying Balance Sheet. The effects of these transactions are
also included in the accompanying Statement of Stockholders'
Equity.
During 1999, the Company issued 36,500 post-split common shares
in return for various services rendered during 1999, primarily
consulting, valued at various prices by the Company's management
based on the quoted closing value of the common shares at the
time of issuance. The closing values of the common shares
approximated values of the services received. Of the 36,500
common shares, 6,000 common shares were issued to members of the
Board of Directors for services rendered. The effects of these
transactions are included in the accompanying Statement of
Stockholders' Equity.
During 1999, the Company also issued an additional 333,000 post-
split common shares in return for various services to be rendered
during the year 2000, primarily for officers' compensation and
legal services. These services were valued at various prices by
the Company's management based on the quoted closing value of the
common shares at the time of issuance. The closing values of the
common shares approximated values of the services to be received.
Included in the $391,121 in prepaid expenses in the accompanying
Balance Sheet is $16,870 of legal services to be rendered in 2000
by an unrelated party. Also, included in that amount is $372,470
of officers' compensation by related parties to be rendered in
2000. The effects of these transactions are included in the
accompanying Statement of Stockholders' Equity.
During 1999, 8,000,000 and 1,000,000 shares of the Company's
common and convertible preferred stock, respectively, were issued
to certain officers' of the Company in exchange for a $9,000
promissory note, bearing interest at 12% per annum. The effects
of this receivable are included in shareholder loan receivable in
the accompanying Balance Sheet at December 31, 1999.
NOTES TO FINANCIAL STATEMENTS (CONT.)
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
For the Years Ended December 31, 1999 and 1998
NOTE G - STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS
(CONT.)
During 1998, the Company acquired 100% of the common stock of
Cleaning Express U.S.A. in exchange for 3,000,000 shares of the
Company's common stock. The Company also enacted a 200 to 1
reverse common stock split during 1998.
NOTE H - SEGMENT INFORMATION
The accompanying Statement of Operations for 1999 and 1998
include revenue earned and related cost of sales solely from the
cleaning operations segment. The Internet segment did not have
any material sales for 1999 and 1998.
NOTE I - SUBSEQUENT EVENT
Subsequent to year-end, the Company issued 12,225 of its common
shares to an unrelated party in exchange for web development
services.
NOTE J - EMPLOYMENT AGREEMENTS
The Company is committed to two employment agreements through
September 1, 2001. Pursuant to the agreements, two of the
Company's officers and majority shareholders shall receive total
combined annualized salaries of $185,000 and the President is
additionally entitled to receive an incentive bonus of 2% of the
adjusted net profits. Adjusted net profit is defined as net
profit before federal and state income taxes and adjusted to
exclude any incentive salary payments paid pursuant to these
agreements, any contributions to pension or profit sharing plans,
any extraordinary gains or losses, any refund or deficiency of
federal or state income taxes paid in a prior year, and any
provision for federal and state income taxes made in prior years
which is subsequently determined to be unnecessary.
--The rest of this page is left intentionally blank--
ITEM 8. Changes with and Disagreements With Accountants on
Accounting And Financial Disclosure
NONE
ITEM 9. Directors and Executive Officers of the Registrant
(a) Identification of Directors
The following information, as of March 14, is furnished with
respect to each Director:
Year First
Elected as
Name of Director Age Director Position with Company
Edward A. Roth 43 1997 Chairman, President & CEO
Alisha Roth 35 1997 Secretary, Treasurer, Director
Jack Mark 54 1997 Director
Barbara Patigalia 50 1997 Director
All Directors serve for one-year terms which expire at the annual
shareholders meeting in 2000. For the period ended December 31,
1999, all corporate officers were also directors.
(b) Identification of Executive Officers
Position
Name of Officer Age (Date Elected To Position)
Edward A. Roth 43 Chairman, President & CEO (1997)
Alisha Roth 35 Secretary,Treasurer, Director(1997)
All officers serve at the pleasure of the Board.
There are no arrangements or understandings pursuant to which any
of them were elected as officers. Mr. Roth has served as
President & CEO for the Registrant since 1997. Mrs. Roth has
served as Secretary and Treasurer since 1997. Mr. Roth is married
to Mrs. Roth.
There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the
evaluation of the ability and integrity of any director or
executive officer during the past 5 years.
Section 16(a) Beneficial Ownership Reporting Compliance
Based on information furnished to Registrant, no officer,
director, or ten percent shareholder failed to file on a timely
basis reports on Forms 3, 4, or 5 during the most recent two
fiscal years.
ITEM 10. Executive Compensation
Summary Compensation Table
The following table sets forth in summary form the compensation
received during each of the Company's last three completed fiscal
years by the Chief Executive Officer and President of the
Company. No executive officer of the Company, including the Chief
Executive Officer and President, received total salary and bonus
exceeding $100,000 during any of the last three fiscal years.
<TABLE>
Summary Compensation Table
Annual Compensation Long Term Compensation
All
Other Restricted Other
Name and Annual Stock LTIP
Compen- Principal Fiscal Salary Comp Awards Options
Payouts sation Position Year ($) ($) # ($) (4)
<S> <C> <C> <C> <C> <C> <C>
(1) (2) (3) (4) (5) (6) (7)
Edward Roth 1999 $43,215 -0- -0- -0- -0- -0-
Chief Execu-
tive Officer,1998 -0- -0- -0- -0- -0- -0-
President and
a Director 1997 -0- -0- -0- -0- -0- -0-
Alisha Roth 1999 -0- -0- -0- -0- -0- -0-
Secretary,
Treasurer 1998 -0- -0- -0- -0- -0- -0-
and a
Director 1997 -0- -0- -0- -0- -0- -0-
</TABLE>
(1) The dollar value of base salary (cash and non-cash)
received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) During the periods covered by the Summary Compensation
Table, the Company did not pay any other annual compensation
not properly categorized as salary or bonus, including
perquisites and other personal benefits, securities or
property.
(4) During the periods covered by the Summary Compensation
Table, the Company did not make any award of restricted
stock.
(5) The Company has had no stock option plans.
(6) The Company currently has no Restricted Stock Bonus Plans.
(7) No other compensation
Compensation of Directors
The Company pays its non-employee director 1,000 shares of the
Company's restricted common stock per year for Directors'
Meetings attended. It is anticipated that no more than twelve
meetings will occur each year.
Employment Contracts and Termination of Employment and Change-In
Control Arrangements
The Company has entered into an employment agreement with Edward
A. Roth for a term of three years. Pursuant to the agreement,
Mr. Roth serves as President, Director and General Manager. Mr.
Roth shall receive an annualized base salary of $125,000 and is
entitled to an incentive bonus of 2% of the gross profits.
The Company has also entered into an employment agreement with
Alisha Roth for a term of three years. Pursuant to the
agreement, Mrs. Roth serves as Secretary, Treasurer and Director.
Mrs. Roth shall receive an annualized salary of $60,000, payable
in installments according to the Employer's regular payroll
schedule.
Mr. & Mrs. Roth's new compensation plans commenced in Fall of
1999.
ITEM 11. Security Ownership of Certain Beneficial Owners and
Management
(a) Security Ownership of Certain Beneficial Owners
All persons known by the Registrant to own beneficially more than
5% of any class of the Company's outstanding stock on March 14,
2000, are listed below:
Percent
Name & Address of Amount and Nature of of
Title of Class Beneficial Owners Beneficial Ownership Class
(w)
Common Stock, Edward Roth 8,313,000 (X) 62.5%
$.001 Par Value 4818 W. Commercial Bv.
Lauderhill, Fl 33319
Preferred Stock,Edward Roth 1,000,000 (y) 100%
$.001 Par Value 4818 W. Commercial Bv.
(z) Lauderhill, Fl 33319
(w) On March 14, 2000, there were 13,279,104 shares of
common stock issued and outstanding.
(x) Mr. & Mrs. Roth own the common shares as joint
tenants.
(y) Mr. & Mrs. Roth own the preferred shares as joint
tenants.
(z) Each share of preferred stock is convertible into
ten shares of common stock.
(b) Security Ownership of Management
The following table sets forth the number of shares owned
beneficially on March 14, 2000, by each Director and by all
Officers and Directors as a group. Information as to the
beneficial ownership is based upon statements furnished to the
Company by such persons.
Percent
Name & Address of Amount and Nature of of
Title of Class Beneficial Owners Beneficial Ownership Class
(w)
Common Stock, Edward Roth 8,313,000 (X) 62.5%
$.001 Par Value 4818 W. Commercial Bv.
Lauderhill, Fl 33319
Barbara Patagalia 2,000 *
4818 W. Commercial Bv.
Lauderhill, Fl 33319
Jack Mark 1,000 *
4818 W. Commercial Bv.
Lauderhill, Fl 33319
Executive Officers and
Directors as a group 8,316,000 62.5%
Preferred Stock Edward Roth
$.001 Par Value 4818 W. Commercial Bv. 1,000,000 100%
Lauderhill, Fl 33319
* Less than .001%
(w) On March 14, 2000, there were 13,279,104 shares of
common stock issued and outstanding.
(x) Mr. & Mrs. Roth own the shares as joint tenants.
(y) Mr. & Mrs. Roth own the preferred shares as joint
tenants.
(z) Each share of preferred stock is convertible into
ten shares of common stock.
(c) Changes in Control
The Company knows of no contractual arrangements which
may at a subsequent date result in a change of control
in the Company.
ITEM 12. Certain Relationships and Related Transactions
(a) Transactions with management and others
None involving more than $60,000.
(b) Parents of Small Business Issuer
None.
(c) Transactions with Promoters
None.
ITEM 13. Exhibits and Reports on Form 8-K
(a) Financial Statements
1. The following financial statements of
BeautyMerchant.com, Inc. are included in Part II,
Item 7:
Independent Auditors' Report............................12
Balance Sheet-December 31, 1999.........................13-14
Statements of Operations - years ended
December 31, 1999 and 1998.............................15-16
Statements of Cash Flows - years ended
December 31, 1999 and 1998.............................17-18
Statements of Stockholders Equity (Deficit)- years ended
December 31, 1999 and 1998.............................19
Notes to Financial Statements...........................20-28
2. Exhibits
3. Articles of incorporation and bylaws are
incorporated by reference to Exhibit No. 1 of
Form 10-SB filed November 1999.
10. Employment agreements for Edward Roth and
Alisha Roth are incorporated by reference to
Exhibit No. 1 of Form 10-SB filed November
1999.
27. Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K for the three
months ended December 31, 1999.
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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.
BEAUTYMERCHANT.COM, INC.
(Registrant)
/s/ Edward A. Roth
Date: March 14, 2000 ------------------------
Edward A. Roth, President
(Acting Chief Financial
Officer)
/s/ Alisha Roth
- ------------------
Alisha Roth
Secretary, Treasurer,
Director
/s/ Jack Mark
- -------------------
Jack Mark
Director
/s/ Barbara Patagalia
- -------------------
Barabara Patagalia
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet as of December 31, 1999 and the Statement of Operations for the
Period then ended and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000821524
<NAME> BEAUTYMERCHANT.COM
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 111,428
<SECURITIES> 0
<RECEIVABLES> 5,385
<ALLOWANCES> 0
<INVENTORY> 4,542
<CURRENT-ASSETS> 520,368
<PP&E> 39,141
<DEPRECIATION> 28,544
<TOTAL-ASSETS> 534,665
<CURRENT-LIABILITIES> 7,112
<BONDS> 0
0
1,000
<COMMON> 13,179
<OTHER-SE> 508,429
<TOTAL-LIABILITY-AND-EQUITY> 534,665
<SALES> 429,172
<TOTAL-REVENUES> 429,172
<CGS> 252,402
<TOTAL-COSTS> 252,402
<OTHER-EXPENSES> 408,161
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 881
<INCOME-PRETAX> (166,435)
<INCOME-TAX> 0
<INCOME-CONTINUING> (166,435)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (166,435)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
