# U.S.
SECURITIES AND EXCHANGE COMMISSION

# Washington,
D.C. 20549

# FORM 10-QSB

| | [ X ] | QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----- | ---------------------------------------------------------------------------------------

For
the quarterly period ended June 30, 2002

| | [     ] | TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ------- | ----------------------------------------------------------------------------------------

For the transition period from

Commission File No. 000-28593

NATIONAL COMPANIES, INC.(Exact name of small business issuer as specified in its charter)

|Florida                         | 65-0962627         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

4350 Oakes Rd., Suite 512,
Davie, Florida      33314
(Address of Principal Executive Offices)

(954) 584-2151
(Issuer's telephone number)

(Former name, address and fiscal year, if changed since last report)

Check whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that the
issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X]   No [  ]

State the number of shares outstanding
of each of the issuer's classes of common equity, as of August 15, 2002:  3,575,538 shares of
common stock outstanding, $0.001 par value.

FORM 10-QSB

NATIONAL COMPANIES, INC.
CONSOLIDATED FINANCIAL STATEMENTSINDEX

|                                                                          | Page
|------------------------------------------------------------------------- | ----
|Part
      I-- FINANCIAL INFORMATION                                      |     
|Item
      1. Financial Statements                                        |     
|Consolidated Balance
      Sheet                                          |     
|Consolidated Statements
      of Operations:                              |     
|Consolidated Statement
of Shareholders' Deficit                           |     
|Statement
      of Cash Flows                                             |     
|Notes
      to Financial Statements                                       |     
|Item
      2. Management's Discussion and Analysis of Financial Condition |     
|Part
      II-- OTHER INFORMATION                                         |     
|Item
      1. Legal Proceedings                                           |     
|Item
      2. Changes in Securities                                       |     
|Item
      3. Defaults Upon Senior Securities                             |     
|Item
      4. Submission of Matters to a Vote of Security Holders         |     
|Item
      5. Other Information                                           |     
|Item
      6. Exhibits and Reports on Form 8-K                            |     
|Signature                                                                 |     
|                                                                          |     

Item 1.     Financial
Information

## BASIS OF PRESENTATION

As used herein, the term
"Company" refers to National Companies, Inc.,  a
Florida corporation, and its subsidiaries and predecessors unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements,
including a balance sheet for the Company as of the quarter ended June 30,
2002 and statements of operations, and statements of cash flows for the interim
period up to the date of such balance sheet and the comparable period of the
preceding year, are attached hereto as Pages F-1 through F-5 and are
incorporated herein by this reference.

NATIONAL COMPANIES, INC.

TABLE OF CONTENTS

|                                                          | Page(s)
|--------------------------------------------------------- | -------
|Balance sheets                                            | F-1    
|                                                          |        
|Statements of operations                                  | F-2    
|                                                          |        
|Consolidated Statement of changes in
Stockholders' Equity | F-3    
|                                                          |        
|Statements of cash flows                                  | F-4    
|                                                          |        
|Notes to financial statements                             | F-5    

---

`NATIONAL COMPANIES, INC.

                           CONSOLIDATED BALANCE SHEETS


                                                                                     June 30,      December 31,
                                                                                       2002            2001
                                                                                   -------------   --------------
                                                                                    Unaudited
                              ASSETS

Current Assets

    Cash                                                                             $1,014,349         $447,991
    Prepaid commissions                                                               5,968,934        4,734,208
    Prepaid expenses                                                                     45,140
    Advance to related company                                                        2,162,917        2,143,409

                                                                                   -------------   --------------
          Total current assets                                                        9,191,340        7,325,608

Prepaid commissions-long term                                                         4,304,310        3,424,093

Data base and web site-net of accumulated amortization of $66,500 in 2002
    and $57,000 in 2001                                                                  28,500           38,000

Equipment and leasehold improvements
    net of accumulated depreciation of $68,410 in 2002 and $44,388 in 2001              205,129          209,526

                                                                                   -------------   --------------

                                                                                    $13,729,279      $10,997,227
                                                                                   =============   ==============
                LIABILITIES & SHAREHOLDERS' DEFICIT


Current Liabilities

    Accounts payable and accrued liabilities                                           $391,877         $258,688
    Income tax payable                                                                   36,000           99,000
    Revenue received in advance                                                       8,123,625        6,325,097
                                                                                   -------------   --------------
          Total current liabilities                                                   8,551,502        6,682,785
                                                                                   -------------   --------------

Revenue received in advance-long term                                                 5,372,442        4,651,248
                                                                                   -------------   --------------

Shareholders' Deficit

    Common stock-par value $.001; 10,000,000 shares authorized,
         3,575,538 in 2002 and 2,500,000 in 2001 issued and outstanding                  97,168           44,682
    Deficit                                                                            (291,833)        (381,488)
                                                                                   -------------   --------------
          Total shareholders' deficit                                                  (194,665)        (336,806)
                                                                                   -------------   --------------

                                                                                    $13,729,279      $10,997,227
                                                                                   =============   ==============

   The accompanying notes are an integral part of these financial statements.

                                      F-1



                            NATIONAL COMPANIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                        Six Months Ended        Three Months Ended June 30,
                                                         June 30, 2002              2002               2001
                                                      ----------------     --------------   ----------------
                                                         Unaudited           Unaudited         Unaudited
Revenue

     Benefit Package Sales                                 $5,727,335         $3,666,514         $2,115,208

     Commissions-related party                                257,043            133,331             87,757

     Other income                                             131,196             74,918              7,419
                                                      ----------------     --------------   ----------------

                                                            6,115,574          3,874,763          2,210,384

Direct costs                                                4,259,399          2,709,162          1,610,026
                                                      ----------------     --------------   ----------------

     Gross profit                                           1,856,175          1,165,601            600,358

Selling, general, and administrative expenses               1,750,127          1,078,760            591,121
                                                      ----------------     --------------   ----------------

     Income from operations                                   106,048             86,841              9,237

     Interest income                                           19,607              9,053
                                                      ----------------     --------------   ----------------

     Net income before provision for income tax               125,655             95,894              9,237

     Provision for income tax                                  36,000             25,300              3,603

                                                      ----------------     --------------   ----------------

     Net income                                               $89,655            $70,594             $5,634
                                                      ================     ==============   ================



Earnings per share-basic                                       $0.029             $0.020             $0.002
                                                      ================     ==============   ================


Weighted - average common shares outstanding                3,058,567          3,575,538          2,500,000
                                                      ================     ==============   ================


   The accompanying notes are an integral part of these financial statements.

                                      F-2




                            NATIONAL COMPANIES, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT

                         Six Months Ended June 30, 2002

                                                           Common Stock
                                                      -----------------------
                                                       Shares       Amount      Deficit
                                                      ----------  ----------- ------------

Balance December 31, 2001                             2,500,000      $44,682    ($381,488)

Commom stock issued for services                      1,075,538       52,486

Net income for the six months ended June 30, 2002                                  89,655

                                                      ----------  ----------- ------------
    Balance June 30, 2002 (unaudited)                 3,575,538      $97,168    ($291,833)
                                                      ==========  =========== ============

   The accompanying notes are an integral part of these financial statements.


                                      F-3





                            NATIONAL COMPANIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                           Six Months Ended June 30,
                                                                             2002             2001
                                                                         -------------    -------------
                                                                          Unaudited        Unaudited


Cash flows from operating activities
       Net income                                                             $89,655           $5,634
       Adjustments to reconcile net income to net cash
         provided by operating activities
            Issuance of common stock for services                              52,486
            Depreciation and amortization                                      33,572            6,000
            (Increase) in prepaid commissions                              (2,114,943)      (3,716,680)
            (Increase) in prepaid expenses                                    (45,140)
            (Increase) in expected tax benefit                                                 (44,148)
            (Decrease) in deposit                                                              (50,000)
            Increase in accounts payable and accrued liabilities              133,189          119,841
            Income tax paid                                                   (99,000)
            Increase in income tax payable                                     36,000
            Increase in revenue received in advance                         2,519,722        4,963,632
                                                                         -------------    -------------
                 Total adjustments                                            515,886        1,278,645
                                                                         -------------    -------------

                 Net cash provided by operating activities                    605,541        1,284,279
                                                                         -------------    -------------

Cash flows from investing activities
       Purchase of equipment                                                  (19,675)
       (Increase) decrease in advance to related company                      (19,508)         351,359
                                                                         -------------    -------------
                 Net cash provided by investing activities                    (39,183)         351,359
                                                                         -------------    -------------

Cash flows from financing activities
       (Decrease) in due toshareholder                                                         (40,972)
                                                                                          -------------
                 Net cash used by financing activities                                         (40,972)
                                                                                          -------------


Net increase in cash                                                          566,358        1,594,666

Cash - beginning                                                              447,991          388,113
                                                                         -------------    -------------

Cash - ending                                                              $1,014,349       $1,982,779
                                                                         =============    =============


   The accompanying notes are an integral part of these financial statements.


                                      F-4`

## NATIONAL COMPANIES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2002
UNAUDITED

Note 1.   Summary
of Significant Accounting Policies

Certain information and
footnote disclosures, normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been condensed or
omitted in this Form 10-QSB in compliance with the Rules and Regulations of the
Securities and Exchange Commission. However, in the opinion of National
Companies, Inc. the disclosures contained in this Form 10-QSB are adequate to
make the information fairly presented. See Form 10-KSB for the year ended
December 31, 2001.

Note 2.   Basis
of Presentation

In the opinion of the
Company, the accompanying unaudited financial statements reflect all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial position as of June 30, 2002 and the results of operations for the
three month periods ended June 30, 2002 and June 30, 2001. The results of
operations for the six months ended June 30, 2002 are not necessarily indicative
of the results which may be expected for the entire year.

Note 3.   Benefit Contracts

The Companys time
payment program for Benefit Package sales are payable over 20 months bearing
interest at 18 percent. The amount of contracts entered into in 2001 were
$5,652,870 and in 2002 were $2,796,660, with the balance to be collected at June
30, 2002 of $3,521,876. The receivables, and corresponding commissions payable,
are not recorded, in compliance with the Securities and Exchange Commissions
Staff Accounting Bulletin No. 101, until received.

F-5

---

## Item 2.     Management's
Discussion and Analysis of Financial Conditions and Results
of Operations

OVERVIEW

We were founded as a
Florida corporation in 1999 as a direct sales organization. We sell a range of
benefit packages and diversified products through independent marketing
directors. We are founded on a universally accepted distribution concept, the
utilization of group buying initiatives to distribute products at deep discounts
to the end consumer. We have developed strategic alliances which supply products
and services to our independent marketing directors and customers located
throughout the United States. We are one of only 147 companies, which maintains
membership in the prestigious Direct Selling Association (DSA). Membership in
the DSA is granted only to those companies that demonstrate the highest
standards of business practices consistent with associations high ideals.

On December 28, 2000 The Nationwide Companies, Inc., a Florida corporation
acquired a controlling interest in Focus Financial Group, Inc., a Florida
corporation. The acquired company is an SEC fully-reporting company and has
changed its name to National Companies, Inc.

We experienced a
significant increase in market awareness and subsequent revenue. Revenue
increased from the sales of Benefit Packages of 194% in 2002 over 2001 and our
net income in 2002 was $19,061 up significantly compared to a net operating loss
in 2001 of ($69,051). We expect to experience a period of growth, which will
require us to increase the scale of our operations which will contribute to
higher operating expenses.

The increase in operating
expenses is expected to be fully funded by an increase in revenues and we expect
to remain debt free. Expansion of the our operations may cause a strain on our
management and other resources. Our ability to manage recent and any possible
future growth, should it occur, will depend upon an expansion of accounting and
other internal management systems and the implementation of a variety of
systems, procedures and controls.

Our powerful Benefits
Package continues to save our customers thousands of dollars on products and
services theyre already using. Included in the package are savings on:
Overnight Shipping, Extended Service Contracts on automobiles, our
private label Thermo Car Care product line, Vita product personal care line,
LaFace makeup and skin products, and contracted pricing on vehicles.

12 Month Plan of Operations

Over the next twelve (12)
months we will focus on increasing the number of independent marketing directors
and customers located throughout the United States. We will continue to grow
and develop its market share with a marketing plan focused on our core business,
the sale of benefit packages. The marketing strategy is at the core of our
success. We understand that although the benefit programs and the discounted
products and services offered are a key component of our focus, without the
proper marketing and direct sales, these benefits will go unsold. The constant
focus of our management team will include (i) an emphasis on training and
motivation, (ii) cultivating and attracting both new and strong leaders,

(iii) promoting unique
offerings of cost-effective products and services, as well as (iv) making
executive management available and accessible.

We
have adopted internet technology enthusiastically and maintain an internet site
as a means of communication, training and ordering for our customers. The
Company is committed to not losing site of the fact that our products, services
and independent sales force are our hallmarks.

We
have adopted an operational strategy to form strategic alliances with multiple
business partners. As a direct sales and distribution organization, we do not
engage in manufacturing activities nor are we an underwriter and/or originating
lender for any of its products. All services are purchased directly from
suppliers or by our affiliated companies. In this manner we have a high level of
control of the supply chain. These strategic alliances and affiliated companies
will further reduce our risk, capital investment, need for facilities and direct
responsibility for employees and will provide the necessary resources and
business practices.

To
distinguish us from the competition, we plan to identify, develop and launch
additional services, product lines and strategic alliances. In this regard, we
have currently established a new corporation, National Wireless to provide wireless
service to our customers and Independent Marketing Directors.  We intend to offer services
of all the major carriers.  Our strategic partners include United Parcel Service (UPS), Wells
Fargo, Mircle Ear, Lenscrafters, Southeastern Gems, name brand furniture and Smart Choice for extended
service contracts.

Financial Condition, Capital Resources and Liquidity

For the Three Months Ending June 30, 2002 and 2001

Revenues

To
date, the sale of Benefit Packages have accounted for substantially all of our
revenues. We believe that the main focus of our revenue came from the innovative
marketing of its benefit packages offering diversified products and services.
Our unique ability to aggregate services and products enables us to offer
significant discounts through the power of group buying.

In
March 2001, we began a time payment program to help facilitate the retail sales
of benefits packages for our Independent Marketing Directors. The contracts are
payable over 20 months bearing interest at 18 percent.

In
January 2001, we developed a Business Benefit Package, to retail to large
businesses and municipalities. The cost of this package to the businesses, is
$2,195.00 down and $95 every month, for as long as they wish to participate.

For
the second quarter ending June 30, 2002, on a consolidated unaudited basis
earned $3,666,514 from Benefit Package sales to our customers versus $2,115,208
for the comparable quarter ending June 30, 2001. Our ability to achieve
revenues in the future will depend in significant part upon our ability to
maintain relationships with and provide support to, existing and new customers.
There can be no assurance that our revenues will increase in the future.
Accordingly, our ability to maintain or increase revenues will depend in part
upon its ability to market our benefit packages and to introduce and sell new
products at reduced prices sufficient to create savings for our customers in
the average selling price of the affiliated companys products.

RECENT FINANCIAL RESULTS

FISCAL 2002 COMPARED TO FISCAL 2001

Revenues
for the second quarter ending June 30, 2002 were $3,874,763. This represents an
increase of 75% as compared to revenues of $2,210,384 for the second quarter
ending June 30, 2001. Our Net Income from operations for the second quarter
ending June 30, 2002 was $70,594 as compared to a Net Income from operations for
the second quarter ending June 30, 2001 of $5,634. By comparison, net income
per share on a basic and diluted basis for the second quarter ending June 30,
2002 was $0.020 verses a $0.002 for the second quarter ending June
30, 2001.

DIRECT
COSTS. Direct Costs of services increased from $1,610,026 in the second quarter
ending June 30, 2001 to $2,709,162 for the second quarter ending June 30, 2002.
As a percentage of revenues, Direct Costs decreased from 76.1% in the second
quarter ending June 30, 2001 to 73.9% in the second quarter ending June 30,
2002. The decrease as a percentage of revenues was due to the fact that our
revenue to direct costs varies depending upon sales volume. Historically, the
variance is usually within 3 percentage points.

Selling,
General and Administrative. Selling, general and administrative expenses
increased by $487,639, or 82%, from $591,121 in the second quarter ending June
30, 2001 to $1,078,760 in the second quarter ending June 30, 2002. However, as a
percentage of revenues, selling, general and administrative expenses increased
from 26.74% in the second quarter ending June 30, 2001 to 27.8% in the second
quarter ending June 30, 2002. Selling, general and administrative expenses
increased as a percentage of revenues primarily because our increase in our
selling, general and administrative expenses. In
addition, the dollar increase in selling, general and administrative expenses
was caused in part by our increase in computer and office space, and payroll.

LIQUIDITY AND CAPITAL RESOURCES

Our operating activities
provided cash of $605,541 in the six months ending June 30, 2001, whereas
in the six months ending June 30, 2002 our operating activities provided cash of
$1,284,279. In the six months ending June 30, 2002, cash from operating
activities resulted primarily from our receipt of full payment for Benefit
Package sales of $2,519,722.

As of June 30, 2002, we had Total Current Assets of
$13,729,279 including cash of $1,014,349. As of June 30, 2002, Total Current Liabilities amounted to
$8,551,502.

We believe that our
existing cash balances will be sufficient to meet our working capital and
capital expenditure requirements for the next 12 months and for the foreseeable
future thereafter.

To date, inflation has not
had a material impact on our financial results. However, inflation may adversely
affect our future financial results.

---

## PART II - OTHER INFORMATION

|Item 1. | Legal Proceedings.                                      | Not Applicable
|------- | ------------------------------------------------------- | --------------
|        |                                                         |               
|Item 2. | Changes in Securities.                                  | None          
|        |                                                         |               
|Item 3. | Defaults Upon Senior Securities.                        | Not Applicable
|        |                                                         |               
|Item 4. | Submission of Matters
to a Vote of Security Holders.    | None          
|        |                                                         |               
|Item 5. | Other Information.                                      | None          
|        |                                                         |               
|Item 6. | Exhibits and Reports of Form 8-K.                       | None          
|        |                                                         |               
|        | (a)   
Exhibits required by Item 601 of Regulation S-B. | None          
|        |                                                         |               
|        | (b)   
Reports of Form 8-K.                             | None          
|        |                                                         |               

## SIGNATURES

Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized.

|                       | NATIONAL COMPANIES, INC.                                                                       
|---------------------- | -----------------------------------------------------------------------------------------------
|                       |                                                                                                
|Date:  August 19, 2002 | By:  
/s/   Carol Boozer
Carol BoozerVice President and Treasurer
(Principal Financial Officer)
|                       |