# 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 September 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 November 12, 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 September 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. and SUBSIDIARYCONSOLIDATED BALANCE SHEETS

|                                                                                                                                | September 30
2002Unaudited | December 31
2001
|------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ----------------
|ASSETS                                                                                                                          |                            |                 
|                                                                                                                                |                            |                 
|Current Assets                                                                                                                  |                            |                 
|                                                                                                                                |                            |                 
|Cash                                                                                                                            | $591,007                   | $447,991        
|Inventory                                                                                                                       | 57,190                     |                 
|Prepaid commissions                                                                                                             | 6,901,466                  | 4,734,208       
|Prepaid expenses                                                                                                                | 25,000                     |                 
|Income tax benefit                                                                                                              | 20,000                     |                 
|Advance to
related company                                                                                                      | 2,453,131                  | 2,143,409       
|Total current assets                                                                                                            | 10,047,794                 | 7,325,608       
|Prepaid commissions-long term                                                                                                   | 3,773,124                  | 3,424,093       
|Equipment and leasehold improvements
     net of accumulated depreciation of $86,723 in 2002 and $44,388 in 2001                | 240,312                    | 209,526         
|Data base and web site-net of
accumulated amortization of $71,250 in 2002 and $57,000 in 2001                                   | 23,750                     | 38,000          
|                                                                                                                                | $14,084,980                | $10,997,227     
|                                                                                                                                |                            |                 
|LIABILITIES & SHAREHOLDERS'
DEFICIT                                                                                             |                            |                 
|                                                                                                                                |                            |                 
|Current Liabilities                                                                                                             |                            |                 
|                                                                                                                                |                            |                 
|Accounts
payable and accrued liabilities                                                                                        | $497,477                   | $258,688        
|Income
tax payable                                                                                                              |                            | 99,000          
|Revenue
received in advance                                                                                                     | 9,026,508                  | 6,325,097       
|Total current liabilities                                                                                                       | 9,523,985                  | 6,682,785       
|Revenue received in advance-long term                                                                                           | 4,928,175                  | 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                                                                                                                         | -464,348                   | -381,488        
|Total shareholders' deficit                                                                                                     | -367,180                   | -336,806        
|                                                                                                                                | $14,084,980                | $10,997,227     

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

F-1

---

NATIONAL
COMPANIES, INC. and SUBSIDIARYCONSOLIDATED STAEMENTS OF OPERATIONS

|                                              | Nine Months Ended           | Three Months Ended
September 30,
|--------------------------------------------- | --------------------------- | --------------------------------
|                                              | September 30,2002
Unaudited | 2002
Unaudited                  
|                                              |                             |                                 
|Revenue                                       |                             |                                 
|                                              |                             |                                 
|Sales                                         | $8,808,565                  | $3,081,230                      
|                                              |                             |                                 
|Commissions-related party                     | 317,826                     | 60,783                          
|                                              |                             |                                 
|Other income                                  | 161,162                     | 29,966                          
|                                              |                             |                                 
|                                              | 9,287,553                   | 3,171,979                       
|                                              |                             |                                 
|Direct costs                                  | 6,680,313                   | 2,420,914                       
|                                              |                             |                                 
|Gross profit                                  | 2,607,240                   | 751,065                         
|                                              |                             |                                 
|Selling, general, and
administrative expenses | 2,851,035                   | 1,100,908                       
|                                              |                             |                                 
|Income from operations                        | -243,795                    | -349,843                        
|                                              |                             |                                 
|Interest income                               | 140,935                     | 121,328                         
|                                              |                             |                                 
|Net (loss) before income tax benefit          | -102,860                    | -228,515                        
|                                              |                             |                                 
|Income tax benefit                            | 20,000                      | 20,000                          
|                                              |                             |                                 
|Net (loss)                                    | -$82,860                    | -$208,515                       
|                                              |                             |                                 
|(Loss) per share-basic                        | -$0.026                     | -$0.058                         
|                                              |                             |                                 
|Weighted - average common shares
outstanding  | 3,232,784                   | 3,575,538                       

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

F-2

---

NATIONAL
COMPANIES, INC. and SUBSIDIARYCONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
Nine Months Ended September 30, 2002

|                                                        | Common Stock |        
|------------------------------------------------------- | ------------ | -------
|                                                        | Shares       | Amount 
|                                                        |              |        
|Balance December 31, 2001                               | 2,500,000    | $44,682
|                                                        |              |        
|Common stock issued for services                        | 1,075,538    | 52,486 
|                                                        |              |        
|Net (loss) for the nine months
ended September 30, 2002 |              |        
|                                                        |              |        
|Balance September 30, 2002 (unaudited)                  | 3,575,538    | $97,168

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

F-3

---

NATIONAL
COMPANIES, INC. and SUBSIDIARYCONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                 | Nine Months
Ended September 30,
|-------------------------------------------------------------------------------- | -------------------------------
|                                                                                 | 2002
Unaudited                 
|Cash flows from operating
activities                                             |                                
|Net (loss)                                                                       | -$82,860                       
|Adjustments to reconcile net (loss) to net cash
provided by operating activities |                                
|Issuance of common stock for services                                            | 52,486                         
|Depreciation and amortization                                                    | 56,585                         
|(Increase) in inventory                                                          | -57,190                        
|(Increase) in prepaid commissions                                                | -2,516,289                     
|(Increase) in prepaid expenses                                                   | -25,000                        
|(Increase) in income tax benefit                                                 | -20,000                        
|(Decrease) in deposit                                                            |                                
|Increase in accounts payable and accrued liabilities                             | 238,789                        
|Income tax paid                                                                  | -99,000                        
|Increase in revenue received in advance                                          | 2,978,338                      
|Total adjustments                                                                | 608,719                        
|Net cash provided by operating activities                                        | 525,859                        
|Cash flows from investing activities                                             |                                
|Purchase of
equipment                                                            | -73,121                        
|(Increase) decrease in advance to related company                                | -309,722                       
|Net cash provided by investing activities                                        | -382,843                       
|                                                                                 |                                
|Cash flows from financing activities                                             |                                
|                                                                                 |                                
|(Decrease)
in due to shareholder                                                 |                                
|Net cash used by financing activities                                            |                                
|                                                                                 |                                
|Net increase in cash                                                             | 143,016                        
|                                                                                 |                                
|Cash - beginning                                                                 | 447,991                        
|                                                                                 |                                
|Cash - ending                                                                    | $591,007                       

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

F-4

---

NATIONAL
COMPANIES, INC. and SUBSIDIARYNOTES TO FINANCIAL STATEMENTS
September 30, 2002

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 and Form 10-QSB the six months ended June 30, 2002 for
additional information relevant to significant accounting policies followed by
the Company.

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 September 30, 2002 and the results of operations for
the three and nine month periods ended September 30, 2002 and September 30,
2001. The results of operations for the three and nine months ended September
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 of approximately 18 percent. The amount of contracts entered into in
2001 were $5,652,870 and for the nine months ended September 30, 2002 were
$3,669,340, with the balance to be collected at September 30, 2002 of $4,666,275
.. The receivables, and corresponding commissions payable, are not recorded, in
compliance with the Securities and Exchange Commissions Staff Accounting
Bulletin No. 101, until received.

Note 4.     Subsidiary

The Company created a
wholly owned subsidiary and began operations in July 2002. The subsidiary is in
the business of selling wireless telephones and accessories to the customers of
National Companies, Inc.

Note 5.     Business
Segments

The
Company is organized into two business segments (See Note 4). Summarized
financial information concerning the Companys reportable segments is shown
in the following table.

|                                    | National
Companies | National
Wireless | Total     
|----------------------------------- | ------------------ | ----------------- | ----------
|2002                                |                    |                   |           
|                                    |                    |                   |           
|Revenue-Benefit
Package sales       | 8,788,792          |                   | 8,788,792 
|Revenue-Wireless                    |                    | 20,073            | 20,073    
|Total                               | 8,788,792          | 20,073            | 8,808,865 
|Operating (loss) before tax benefit | -25,985            | -76,875           | -102,860  
|Depreciation                        | 54,085             | 2,500             | 56,585    
|Total assets                        | 13,959,191         | 125,789           | 14,084,980
|Capital expenditures                | 23,121             | 50,000            | 73,121    

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
benefit packages to customers 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 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 for the quarter from the sales of Benefit Packages of 15% in 2002 over 2001 and our
net loss in 2002 was ($208,515) compared to a net operating loss
in 2001 of ($380,453). 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 decrease 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.  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 September 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 approximately 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 third quarter ending September 30, 2002, on a consolidated unaudited basis
earned $3,081,230 from Benefit Package sales to our customers versus $2,687,904
for the comparable quarter ending September 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 third quarter ending September 30, 2002 were $3,081,230. This represents an
increase of 15% as compared to revenues of $2,687,904 for the third quarter
ending September 30, 2001. Our Net Loss from operations for the third quarter
ending September 30, 2002 was ($208,515) as compared to a Net Loss from operations for
the third quarter ending September 30, 2001 of ($380,453). By comparison, net loss
per share on a basic and diluted basis for the third quarter ending September 30,
2002 was $0.058 verses a $0.152 for the third quarter ending September
30, 2001.

DIRECT
COSTS. Direct Costs of services increased from $1,968,576 in the third quarter
ending September 30, 2001 to $2,420,914 for the third quarter ending September 30, 2002.
As a percentage of revenues, Direct Costs increased from 73.2% in the third
quarter ending September 30, 2001 to 78.6% in the third quarter ending September 30,
2002. The increase 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
decreased by $182,544, or 14%, from $1,283,452 in the third quarter ending September
30, 2001 to $1,100,988 in the third quarter ending September 30, 2002. However, as a
percentage of revenues, selling, general and administrative expenses decreased
from 44.7% in the third quarter ending September 30, 2001 to 34.7% in the third
quarter ending September 30, 2002. Selling, general and administrative expenses
decreased as a percentage of revenues primarily because our decrease in our
selling, general and administrative expenses. In
addition, the dollar decrease in selling, general and administrative expenses
was caused in part by our decrease in computer upgrades.

LIQUIDITY AND CAPITAL RESOURCES

Our operating activities
provided cash of $1,591,374 in the nine months ending September 30, 2001, whereas
in the nine months ending September 30, 2002 our operating activities provided cash of
$143,016. In the nine months ending September 30, 2002, cash from operating
activities resulted primarily from our receipt of full payment for Benefit
Package sales of $7,006,868.

As of September 30, 2002, we had Total Current Assets of
$10,047,794 including cash of $591,007. As of September 30, 2002, Total Current Liabilities amounted to
$9,523,985.

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:  November 14, 2002 | By:  
/s/   Carol Boozer
Carol BoozerVice President and Treasurer
(Principal Financial Officer)
|                         |                                                                                                

# CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Richard Loehr certify that:

|1. | I have reviewed this quarterly report on Form 10-QSB of National Companies, Inc.
|-- | --------------------------------------------------------------------------------

|2. | Based on my knowledge, the quarterly report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in the quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries, if any,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this quarterly report our conclusions about effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weakness in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | I have indicated in the
quarterly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:     November 14, 2002

|/s/    Richard Loehr
Richard Loehr
Chairman and President
|---------------------------------------------------------

# CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Carol Boozer, certify that:

|1. | I have reviewed this quarterly report on Form 10-QSB of National Companies, Inc.
|-- | --------------------------------------------------------------------------------

|2. | Based on my knowledge, the quarterly report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in the quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this quarterly report our conclusions about effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weakness in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | I have indicated in the
quarterly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:     November 14, 2002

|/s/    Carol Boozer
Carol Boozer
Vice President and Principal Financial Officer
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