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 March 31, 2003

[ ]      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 May 20, 2003: 3,575,538 shares of common stock outstanding, $0.001
par value.


<PAGE>

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
Part I-- FINANCIAL INFORMATION
     Item 1. Financial Statements
                Consolidated Balance Sheet                                  2
                Consolidated Statements of Operations                       3
                Consolidated Statement of Shareholders' Deficit             4
                Statements of Cash Flows                                    5
                Notes to Financial Statements                               6
     Item 2. Management's Discussion and Analysis of Financial Condition    7
     Item 3. Controls and Procedures                                        9
Part II-- OTHER INFORMATION
     Item 1. Legal Proceedings                                              10
     Item 2. Changes in Securities                                          10
     Item 3. Defaults Upon Senior Securities                                10
     Item 4. Submission of Matters to a Vote of Security Holders            10
     Item 5. Other Information                                              10
     Item 6. Exhibits and Reports on Form 8-K                               10
     Signature                                                              10
                                                                            11

PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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.
The accompanying unaudited financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The accompanying statements should be read in conjunction with the audited
financial statements for the year ended December 31, 2002. In the opinion of
management, all adjustments (consisting only of normal occurring accruals)
considered necessary in order to make the financial statements not misleading,
have been included. Operating results for the three months ended March 31, 2003
are not necessarily indicative of results that may be expected for the year
ending December 31, 2003. The financial statements are presented on the accrual
basis.


                                       1
<PAGE>

                     NATIONAL COMPANIES, INC. and SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                            December 31,     March 31
                                                                                2002           2003
                                                                            ------------    ------------
                                                                                             (Unaudited)
                                     ASSETS
<S>                                                                         <C>             <C>
Current Assets
      Inventory                                                             $     43,937    $     73,927
      Prepaid commissions                                                      7,213,056       7,365,401
      Merchant processing deposit                                                500,000         500,000
      Advance to related company                                                 500,000         500,000
      Income tax refund receivable                                               109,000         109,000
      Other                                                                       38,386           7,977
                                                                            ------------    ------------
            Total current assets                                               8,404,379       8,556,305

Prepaid commissions-long term                                                  2,890,388       3,189,555

Advance to related company-long term                                           1,316,853       1,325,765

Equipment and leasehold improvements
    net of accumulated depreciation of $119,186 in 2003
    and $105,836 in 2002                                                         221,199         206,566

Data base and web site-net of accumulated amortization
    of $80,750 in 2003 and $76,000 in 2002                                        19,000          14,250
                                                                            ------------    ------------
                                                                            $ 12,851,819    $ 13,292,441
                                                                            ============    ============


                       LIABILITIES & SHAREHOLDERS' DEFICIT


Current Liabilities

      Cash overdraft                                                        $    227,690    $     17,525
      Accounts payable and accrued liabilities                                   242,249         318,156
      Revenue received in advance                                              9,322,833       9,444,948
                                                                            ------------    ------------
            Total current liabilities                                          9,792,772       9,780,629
                                                                            ------------    ------------

Revenue received in advance-long term                                          3,628,819       4,002,427
                                                                            ------------    ------------
Shareholders' Deficit

      Common stock-par value $.001; 10,000,000 shares authorized,
           3,575,538 in 2003 and in 2002 issued and outstanding                   97,168          97,168
      Deficit                                                                   (666,940)       (587,783)
                                                                            ------------    ------------
            Total shareholders' deficit                                         (569,772)       (490,615)
                                                                            ------------    ------------
                                                                            $ 12,851,819    $ 13,292,441
                                                                            ============    ============
</TABLE>

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

                                       2
<PAGE>

                     NATIONAL COMPANIES, INC. and SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                   Three Months Ended March 31, 2003 and 2002


                                                           2003          2002
                                                        ---------     ---------
                                                       (Unaudited)   (Unaudited)
Revenue

     Sales                                             $3,482,619     $2,060,821

     Commissions-related party                                 --        123,712

     Other income                                          44,965         56,278
                                                       ----------     ----------

                                                        3,527,584      2,240,811

Direct costs                                            2,552,994      1,550,237
                                                       ----------     ----------

     Gross profit                                         974,590        690,574

Selling, general, and administrative expenses             965,604        671,367
                                                       ----------     ----------

     Income from operations                                 8,986         19,207

     Interest income                                       70,171         10,554
                                                       ----------     ----------

Net income before provision for income tax                 79,157         29,761

     Provision for Income tax                                  --         10,700
                                                       ----------     ----------
Net income                                             $   79,157     $   19,061
                                                       ==========     ==========

Income per share-basic                                 $    0.022     $    0.008
                                                       ==========     ==========

Weighted - average common shares outstanding            3,575,538      2,535,851
                                                       ==========     ==========


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


                                       3
<PAGE>

                     NATIONAL COMPANIES, INC. and SUBSIDIARY

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT

                                 March 31, 2003
<TABLE>
<CAPTION>
                                                                 Common Stock
                                                              Shares      Amount      Deficit
                                                             ---------   ---------   ---------
<S>                                                          <C>         <C>         <C>
Balance December 31, 2001                                    2,500,000   $  44,682   ($381,488)

      Common stock issued for services                       1,075,538      52,486          --

      Net (loss) for the year ended December 31, 2002               --          --    (285,452)
                                                             ---------   ---------   ---------
Balance December 31, 2002                                    3,575,538   $  97,168    (666,940)

      Net income for the three months ended March 31, 2003          --          --      79,157
                                                             ---------   ---------   ---------
Balance March 31, 2003 (Unaudited)                           3,575,538   $  97,168   ($587,783)
                                                             =========   =========   =========
</TABLE>



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


                                       4
<PAGE>

                     NATIONAL COMPANIES, INC. and SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three Months Ended March 31, 2003 and 2002
<TABLE>
<CAPTION>

                                                                            2003           2002
                                                                        -----------    -----------
                                                                        (Unaudited)    (Unaudited)
<S>                                                                     <C>            <C>
Cash flows from operating activities
        Net income                                                      $    79,157    $    19,061
        Adjustments to reconcile net  income to net cash
          (used) provided by operating activities
               Issuance of common stock for services                             --         52,486
               Depreciation and amortization                                 19,383         16,511
               (Increase) in inventory                                      (29,990)            --
               (Increase) in prepaid commissions                           (451,512)    (1,536,040)
               Decrease in other assets                                      30,409             --
               Increase in accounts payable and accrued liabilities          75,907         82,816
               Increase in income tax payable                                    --         10,700
               Increase in revenue received in advance                      495,723      2,067,087
                                                                        -----------    -----------
                    Total adjustments                                       139,920        693,560
                                                                        -----------    -----------

                    Net cash provided by operating activities               219,077        712,621
                                                                        -----------    -----------
Cash flows from investing activities
        Purchase of equipment                                                    --        (22,792)
        (Increase) decrease in advance to related company                    (8,912)       205,424
                                                                        -----------    -----------
                    Net cash (used) provided  by investing activities        (8,912)       182,632
                                                                        -----------    -----------
Cash flows from financing activities
        (Decrease) in cash overdraft                                       (210,165)            --
                                                                        -----------    -----------
                    Net cash (used) by financing activities                (210,165)            --
                                                                        -----------    -----------

Net increase in cash                                                              0        895,253

Cash - beginning                                                                  0        447,991
                                                                        -----------    -----------
Cash - ending                                                           $         0    $ 1,343,244
                                                                        ===========    ===========
</TABLE>

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


                                       5
<PAGE>


                     NATIONAL COMPANIES, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                                  March 31 2003

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, 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 March 31, 2003 and the results of
operations for the three-month periods ended March 31, 2003 and March 31, 2002.
The results of operations for the three months ended March 31, 2003 are not
necessarily indicative of the results that 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 the first quarter of 2002 were $1,551,205 and for the three
months ended March 31, 2003 were $830,735, with the balance to be collected at
March 31, 2002 of $4,172,061 and at March 31, 2003 of $4,865,681. 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.
<TABLE>
<CAPTION>

                                             National      National
                                             Companies     Wireless        Total
                                             ----------   ----------    ----------
                   March 31, 2003
                   --------------
<S>                                           <C>               <C>      <C>
Revenue-Benefit Package sales                 3,425,478           --     3,425,478
Revenue-Wireless                                     --       57,141        57,141
                                             ----------   ----------    ----------
     Total                                    3,425,478       57,141     3,482,619
                                             ==========   ==========    ==========


Operating income (loss) before tax benefit       93,204      (14,047)       79,157
Total assets                                 13,170,953      121,488    13,292,441
</TABLE>


                                       6
<PAGE>

Note 6.     Contingencies.

An affiliate of the Company is owned by the majority shareholder of the Company
who is also the president and Chairman of the Board of the Company and is also
the president and Chairman of the Board of the affiliate. The affiliate sold
health insurance of two health care providers to customers of the Company. The
State of Florida Department of Insurance has initiated proceedings against one
health care provider, asserting that it was operating without a state license
and was not a valid ERISA plan exempt from state regulation. The State of Texas
Department of Insurance has initiated a receivership proceeding against the
other health care provider, asserting that it was operating without a state
license and was not a valid ERISA plan exempt from state regulation. It is the
Company's understanding, that as of April 11, 2003, neither plan is operating or
paying claims. The amount of unpaid claims that the Company is aware of as of
April 11, 2003 is approximately $652,000. In addition, three lawsuits have been
filed against the Company and the affiliate, asserting claims based upon these
and other facts, requesting damages, costs and fees. Management is unable to
assess the effect, if any, these matters will have on the Company. Accordingly,
no provision has been made in these financial statements in this matter.


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
----------------------------------------------------------------------------
            RESULTS OF OPERATIONS
            ---------------------

FORWARD-LOOKING STATEMENTS

Generally, the inclusion of the words "believe," "expect," "intend," "estimate,"
"anticipate," "will," and similar expressions identify statements that
constitute "forward-looking statements." All statements addressing operating
performance, events, or developments that we expect or anticipate will occur in
the future, including statements relating to sales growth, earnings or earnings
per share growth, and market share, as well as statements expressing optimism or
pessimism about future operating results, are forward-looking statements.

The forward-looking statements are and will be based upon our management's
then-current views and assumptions regarding future events and operating
performance, and are applicable only as of the dates of such statements. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise.

By their nature, all forward-looking statements involve risks and uncertainties.
Actual results, revenues, expenses, gross margins, cash flows, financial
condition, liquidity and net income, as well as factors such as our competitive
position, and the demand for the products and services offered through our
programs, may differ materially from those contemplated by the forward-looking
statements or those currently being experienced by the Company for a number of
reasons, including but not limited to: the strength of the economy and other
economic conditions in our markets, including recession, inflation, and
deflation; our ability to maintain mutually beneficial relationships with our
Independent Marketing directors ("IMDs") and customers; increased competition;
the effects of litigation, our ability to generate sufficient cash flows to
support capital expansion and general operating activities; changes in laws and
regulations; the impact of unforeseen events, including war or terrorist
activities; and consumer confidence.

The foregoing list is not exhaustive. There can be no assurance that we have
correctly identified and appropriately assessed all factors affecting our
business or that the publicly available and other information with respect to
these matters is complete and correct. Additional risks and uncertainties not
presently known to us or that we currently believe to be immaterial also may
adversely impact us. Should any risks and uncertainties develop into actual
events, these developments could have material adverse effects on our business,
financial condition, and results of operations. For these reasons, you are
cautioned not to place undue reliance on our forward-looking statements.

                                       7
<PAGE>

OVERVIEW

The company was founded as a Florida corporation in 1999 as a direct sales
organization. The Company sells benefit packages through independent marketing
directors. Our marketing plan is based on the utilization of group buying
initiatives to distribute products at discounts to the end consumer. We have
developed strategic alliances for supplying products and services to the
Company's customers located throughout the United States. We are one of only
about 150 companies that maintain 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 the
DSA's high ideals.

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 intend to grow and develop our market share with a marketing plan
focused on our core business, the sale of benefit packages. Our 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, recognition 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 sight 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 our products. Our customers purchase all goods and
services directly from our suppliers -- companies that either are affiliated
with National or are independent vendors. In this manner we have a high level of
control of the supply chain. We believe 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 ourselves from the competition, we plan to identify, develop and
launch additional services, product lines and strategic alliances. In this
regard, we established a new corporation, National Wireless, Inc., 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 and Smart Choice for extended
service contracts.

RECENT FINANCIAL RESULTS
FISCAL 2003 COMPARED TO FISCAL 2002

REVENUE. To date, sale of benefit packages by our IMDs have accounted for
substantially all of our revenues. Revenues for the quarter ended March 31, 2003
were $3,482,619. This represents an increase of 69% as compared to revenues of
$2,060,821 for the quarter ended March 31, 2002. Our Net Income from operations
for the quarter ended March 31, 2003 was $79,157 as compared to $19,061 for the
quarter ended March 31, 2002. By comparison, net income per share on a basic and
diluted basis for the quarter ended March 31, 2003 was $0.022 versus a $0.008
for the quarter ended March 31, 2002.

DIRECT COSTS. Direct Costs of services increased from $1,550,237 in the quarter
ended March 31, 2002 to $2,552,994 for the quarter ended March 31, 2003. As a
percentage of revenues, Direct Costs decreased from 75.2% in the quarter ended
March 31, 2002 to 73.3% in the quarter ended March 31, 2003. The increase as a
percentage of revenues is due to the fact that our revenue to direct costs
varies depending upon sales volume. Historically, the variance is usually within
3 percentage points.

                                       8
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by $294,327, or 43.8%, from $671,367 in the quarter ended
March 31, 2002 to $965,604 in the quarter ended March 31, 2003. However, as a
percentage of revenues, selling, general and administrative expenses decreased
from 30% in the quarter ended March 31, 2002 to 27.4% in the quarter ended March
31, 2003. Selling, general and administrative expenses decreased as a percentage
of revenues primarily because of the increase in revenue. The dollar increase in
selling, general and administrative expenses was caused by increased expenses
throughout the system.

LIQUIDITY AND CAPITAL RESOURCES
We generally fund our working capital needs from operations. Working capital
increased from a deficit of ($1,388,393) at December 31, 2002, to a deficit of
($1,224,324) at March 31, 2003. Over the same time period, cash increased from
an overdraft of ($227,690), to an overdraft of ($17,525) at March 31, 2003.

At March 31, 2003 the Company is in a negative cash and working capital position
and has a net capital deficiency. Management believes that this working capital
deficiency can be funded from continuing operations. The Company's majority
shareholder, president and Chairman of the Board has informed the Company that
he has the ability and intent to advance the Company's cash needs, if necessary,
for a short period of time. If the Company experiences a prolonged need for
working capital, the Company believes it will be able to raise needed working
capital from private placements of debt or equity securities. There can be no
assurance, however, that working capital needs will be funded from operations,
or that private capital sources will be available on acceptable terms, or at
all.

At March 31, 2003, the Company has a $500,000 merchant processing deposit, of
which $450,000 is expected to be refunded in May 2003.

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

CRITICAL ACCOUNTING POLICIES

We have adopted various accounting policies that govern the application of
accounting principles generally accepted in the United States in the preparation
of our financial statements. Our significant accounting policies are described
in the footnotes to the consolidated financial statements at March 31, 2003, as
included in this quarterly report on Form 10-QSB. We consider these accounting
policies to be critical accounting policies. Certain accounting policies involve
significant judgments and assumptions by us, but do not have a material impact
on the carrying value of our assets and liabilities and results of operations.
The judgments and assumptions we use are based on historical experience and
other factors that we believe to be reasonable under the circumstances. Because
of the nature of the judgments and assumptions we make, actual results could
differ from these judgments and from estimates which could have an impact on our
carrying values of assets and liabilities and our results of operations.

ITEM 3.     CONTROLS AND PROCEDURES
-----------------------------------

Within the 90 days prior to the date of this Quarterly Report, the Company
conducted an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and
Principal Financial Officer (its principal executive officer and principal
financial officer, respectively), of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rules 13a-14. Based upon that evaluation, the Company's Chief
Executive Officer and Principal Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC filings.
There have been no significant changes in the Company's internal controls or in
other factors, which could significantly affect internal controls, subsequent to
the date the Company carried out its evaluation.


                                       9
<PAGE>

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

The Company is a defendant in three lawsuits that relate to the matters that are
described in Note 6. "Contingencies" to the financial statements included in
this report. At this time, Management is unable to assess the effect, if any,
the matters described in Note 6 will have on the Company.

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.

          On April 30, 2003, the following persons were elected to
          our Board of Directors through a written consent that was
          signed by stock holders holding a majority of our common
          stock: Richard Loehr, Angela Loehr Chrysler, Richard
          Chrysler, Robert Fason, Fred Swindle and Les Whitaker


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.

                 The Exhibits listed on the Exhibit Index to this
                 Form 10-QSB are filed as part of this Report.

          (b)    Reports on Form 8-K.                                None


                                       10
<PAGE>

                                   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:  May 23, 2003          By: /s/ Richard Loehr
                             --------------------------
                             Richard Loehr
                             Chairman and CEO

Date:  May 23, 2003          By: /s/ Carol Boozer
                             --------------------------
                             Carol Boozer
                             Vice President and Principal Financial and
                             Principal Accounting Officer

                                       11
<PAGE>


                                CERTIFICATION OF
                             CHIEF EXECUTIVE OFFICER
                                   PURSUANT TO
                             18 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.    The registrant's other certifying officers and I are 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.    The registrant's other certifying officers and 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.    The registrant's other certifying officers and 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:     May 23, 2003                             /s/ Richard Loehr
                                                    -------------------------
                                                    Richard Loehr
                                                    Chairman and President



                                       12
<PAGE>

                                CERTIFICATION OF
                             CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 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.    The registrant's other certifying officers and I are 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.    The registrant's other certifying officers and 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.    The registrant's other certifying officers and 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     May 23, 2003                         /s/ Carol Boozer
                                               -----------------------
                                               Carol Boozer
                                               Vice President and Principal
                                               Financial Officer



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<PAGE>


                                EXHIBIT SCHEDULE

Exhibit         Description

99.1            Certification Pursuant to 18 U.S.C. Section 1350, as
                Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

99.2            Certification Pursuant to 18 U.S.C. Section 1350, as
                Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.


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