<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON  D.C.

                                   FORM  10-KSB

[X]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act  of  1934

[ ]     Transitional  Report  Pursuant  to Section 13 or 15(d) of the Securities
Exchange  Act  of  1934

                          Commission  File  No.  000-28459

                      NATIONAL MANAGEMENT CONSULTANTS, INC.
                    (formerly Universal Media Holdings, Inc.)
        ---------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Delaware                                     22-336133
--------------------------------         ---------------------------------------
(State of other jurisdiction             (I.R.S. Employer Identification Number)
of  incorporation  or  organization)

                150 Broad Hollow Road, Melville, New York 11747
                    -----------------------------------------
                     Address of principal executive offices

        Registrant's  telephone  number,  including  area  code:  631-385-6200

        Securities  registered  pursuant  to  Section  12(b)  of  the  Act: NONE

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

Check  if  no  disclosure  of  delinquent  filers  in  response  to  Item 405 of
Regulation  S-B  is contained in this Form, and no disclosure will be contained,
to  the  best  of  registrant's  knowledge,  in  definitive proxy of information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment  to  this  Form  -KSB.  [X]

State  issuer's revenues for its most recent reporting period (Fiscal year)$0.00

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant  at  September  30,  2002  was  $40,040.  The bid price of the common
stock  at  that  date  was  $0.01.


<PAGE>

                      NATIONAL MANAGEMENT CONSULTANTS, INC.

                               Form  10-KSB  -  Index

                  For  the  Fiscal  Year  Ended  September  30,  2002

PART  I
                                                                            Page

Item  1.           Business                                                    1
Item  2.           Properties                                                  2
Item  3.           Legal Proceedings                                           3
Item  4.           Submission of Matter to a Vote of                           3
                   Security  Holders

PART  II

Item  5.           Market  of  Registrant's  Securities  and
                    Related  Stockholder Matters                               4
Item  6.           Plan of Operation                                           4
Item  7.           Consolidated  Financial Statements           F-1 through F-10
Item  8.           Changes  in  and  Disagreements  with  Accountants
                    on  Accounting and Financial Disclosures                  10

PART  III

Item  9.           Directors and Executive Officers of the Registrant         17
Item  10.          Executive Compensation                                     18
Item  11.          Security  Ownership  of  Certain  Beneficial  Owners
                     and  Management                                          19
Item  12           Certain Relationships and Related Transactions             20
Item  13.          Exhibits  and  Reports  on  Form  8-K                      21
Item  14.          Controls and Procedures                                    22
Signatures                                                                    22


         This Form  10-KSB  contains  forward  looking  statements,  within  the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act of  1934,  regarding  future  events  and  the  future
performance of the Company involve risks and  uncertainties  which may cause our
actual  results in future  periods to be  materially  different  from any future
performance  suggested  herein.  We  believe  that its  business  strategy  that
includes focus on future  acquisitions is not unique.  There can be no assurance
that our strategy will be successful.  There can be no assurance that sufficient
capital can be obtained to market  ourselves  and  increase our market share and
our performance and actual results could differ  materially from those projected
in  the  forward  looking  statements  contained  herein.


<PAGE>
                                     PART I

Item  1.           Business

Organization  and  Capital  Structure:

         The Company was originally incorporated in Delaware as Tyconda Minerals
Corp. in December of, 1969.  On February 11, 1970,  the Tyconda  Minerals  Corp.
(Delaware)  merged with  Tyconda  Minerals  Corporation  (Nevada),  with Tyconda
Minerals Corp. (Delaware) as the surviving corporation. On November 2, 1983, the
Company filed a Certificate  of Amendment to its  Certificate  of  Incorporation
changing its corporate  name to Hy-Poll  Technology,  Inc. That  Certificate  of
Amendment also changed the capital of the corporation  from an  authorization to
issue 5,000,000  shares of Common Stock with a par value of $.0001 per share, to
an authorization to issue 200,000,000 shares of Common Stock with a par value of
$.0001  per  share.

         On  December  21,  1995,  the  Company   amended  its   Certificate  of
Incorporation  changing its corporate name to Universal  Turf,  Inc. The Company
amended its Certificate of Incorporation again on November 8, 1999, changing its
corporate  name  to  Universal  Media  Holdings,  Inc.  ("UMH").

On  March  27,  2000,  the  Company  acquired  all  the  outstanding  shares  of
Net-Tronics, Inc. for $100,000 and 250,000 shares of Universal Media stock. This
resulted  in  $100,000  of  goodwill  that  was  subsequently  written  off.
Net-Tronics,Inc.  had  no  operations since formation. Immediately subsequent to
the  aforementioned transactions, Universal Media Holdings Inc. merged into this
wholly owned newly acquired subsidiary and changed the name of Net-Tronics, Inc.
to  Universal  Media  Holdings,  Inc.

        On  October  22,  2002,  the  Company  filed  an  Amendment  to  the
Certificate of Incorporation with the State of Delaware to amend the name of the
corporation  to  NATIONAL  MANAGEMENT  CONSULTING  INC.


Operations:

As  Universal  Turf, Inc., our business was based on the marketing, installation
and  maintenance  of  synthetic  surface  material  for  sports and recreational
fields.  On  February  14,  2000,  we  entered  into  an  agreement  with
E-Trans-Logistics,  Inc.  ("E-Trans")  whereby  we  purchased  all  issued  and
outstanding shares or Common Stock of E-Trans with Universal Media Holding, Inc.
Common Stock. E-Trans was a trucking, transport and logistics company having its
offices  and  warehouse  in  Carlstadt,  New  Jersey.

As a result of the above acquisition the company redirected its efforts from the
synthetic  grass  business  to  that of transportation. This change in strategic
direction  resulted  in a decline in operational activities of the company as it
reduced  its  efforts  in  the  selling  of  synthetic  grass  surfaces  and its
acquisition  of  E-Trans  Logistics.  As a result, the operations of the Company
were  significantly  hampered.

During  the  quarter ended December 31, 2000 the Company made a determination to
exit  its  trucking,  transport and logistics operation after the acquisition of
E-Trans  due  to  continuing  losses.  The  Company  incurred charges related to
expenses  incurred  during the phase out period.  As a result, of the continuing
losses,  the  company's  subsidiary  E-Trans defaulted on a line of credit and a
lease.  The  Company  had attempted to settle with these and other  creditors of
E-Trans.  E-Trans ( the subsidiary) filed for protection under Chapter 11 of the

<PAGE>


United  States Bankruptcy code, in the District of New Jersey on March 22, 2001.
The  Chapter 11 filing was subsequently converted to a Chapter 7 filing. All the
debts  of  this  subsidiary  were  discharged by United States Bankruptcy Court,
District  of  New  Jersey  on October 15, 2002. The disposition of the transport
business represents a disposal of a business segment under Accounting Principles
Board  Opinion  No.  30.  Accordingly,  results  of  this  operation  have  been
classified  as  discontinued.

On October 22, 2002, and amended on January 5, 2003, the Company entered into an
Asset Purchase Agreement wherein the Registrant purchased from CDKNet.com, Inc.,
certain assets, namely the entity known as Diversified Capital Holdings, LLC and
certain  assets  of  the  entity  known  as  the  CDKNet,  , LLC.  The owners of
Diversified  Capital  Holdings,  LLC  and  certain  stockholders and officers of
CDKnet.com, Inc. are also stockholders and officers of the Company. The purchase
price  for  the  assets  was  a  promissory  note in the amount of THREE HUNDRED
THIRTY-NINE  THOUSAND  DOLLARS  ($339,000)  plus  interest  at  the rate of five
percent  (5%),  payable  monthly  until February 2006.  The Note is secured by a
security  interest  in  all  the  acquired  assets.

The  assets  purchased include the assets of Diversified Capital Holdings, LLC.,
including debt instruments in Panama Industries, Ltd., Dominix, Inc., and Augrid
of  Nevada,  Inc.,  as  well as a note  on  CD  duplication  equipment ($60,000)
that  also  is  secured by a capital collateral  account  with  a  cash  balance
of  ($60,000).  There  are  also  stock  positions  of  the  following:  Tilden
Associates,  Dominix,  Inc.,  Panama  Industries.  Ltd.,  Steam Clean USA, Inc.,
Augrid  of  Nevada,  Inc.  and  a  retainer  due  from
Health  Care  America.

Also  on  October  22, 2002, the Company entered into a Stock Purchase Agreement
with  the  shareholders  of  Human  Trans  Services  Group,  Ltd. ("Humana"), to
purchase  all issued and outstanding shares of common stock of Humana for shares
of  common  stock  of  the  Company.

Humana  Trans  Services  Group, Ltd.(Humana)is a New York Corporation.  Humana's
business  is referred to as Employee Leasing.  Humana has contracts with various
businesses  to  provide employees to the business.  The business then pays a fee
to  Humana.  Out  of  this  fee, the employee is paid, they receive benefits and
Humana  retains a portion for its administrative efforts. As of November 1, 2002
Humana  entered  into  an  employment  agreement with Kevin Whitmore to serve as
President  and  Chief  Executive  Officer  of  Humana.

The  transactions  with  CDKNet.com,  Inc.  and  Humana  have been recognized as
business  combinations.



Item  2.           Description  of  Property


During  the last fiscal year we shared approximately 1,000 square feet of office
space  at  150  Broad  Hollow  Road,  Melville,  New York 11747 with Diversified
Capital Holdings, LLC. This was used as a corporate office.  The space is leased
its  new  subsidiary  by  Diversified  Capital  Holdings, LLC.  No rent has been
charged  by  this  party  to  the  Company since the it has been unitizing these
premises.

<PAGE>


Item  3.           Legal  Proceedings

     Our  subsidiary,  E-Trans  Logistics, Inc., had several possible collection
actions  that  may  be  brought  against  it.  It  is  believed that any actions
involving  the  subsidiary  would not affect the Company. It was also named as a
debtor  in  a Chapter 7 bankruptcy, filed in 2001, proceeding in the District of
New  Jersey.  The primary debtor is National Expedite, Inc. The Primary creditor
in  the  proceeding  is Metro Finance. E-Trans was a guarantor, along with other
entities  on  the  debt.  The  proceeding was settled on October 15, 2002. It is
believed  by  management,  that  all  debt  of  E-Trans  was discharged with the
bankruptcy  and  does  not  affect  the  parent  company.  (E-Trans  amended its
certificate  of  incorporation  on changing its name to Express Marketing, Inc.)



Item  4.      Submission  of  Matter  to  a  Vote  of Security  Holders

Matters  submitted  to a vote of shareholders during the Fourth quarter 2002 are
as  follows:

On  or  about  April  10, 2002, the majority of shares entitled to vote approved
reverse  split  of  the  common stock of the Company, One (1) new share for each
Thirty  (30)  old  shares.  This  reverse  became  effective  on  April 12, 2002

On  or  about November 1, 2002, the majority of shares entitled to vote approved
the  Certificate  of  Amendment  changing  the  name  of the Company to National
Management Consultants, Inc., and also approved a reverse split of the shares of
common  stock of the Company, One (1) new share for each Twelve (12) old shares.
This  reverse  became  effective  on  November  11,  2002.


<PAGE>

PART  II

Item 5.  Market  of  Registrant's  Securities  and  Related Stockholder Matters

         The  Company's  Common  Stock  is  traded under the symbol "NMCS." From
August  21,  2000  until  April  12, 2002, the common stock was traded under the
symbol  "UMHD"  and  from  April 12, 2002 until November 11, 2002, it was traded
under the symbol "UMHI".  From April 20, 2000 until August 20, 2000, the Company
was  not  traded  on any exchange or quoting service, after being de-listed from
the Over the Counter Bulletin Board due to its failure to comply with Rule 6530.
After  August  21,  2000,  the  Common  Stock was traded on the Over the Counter
Bulletin  Board  of  the  NASD.


Item  6.    Plan  of  Operation

The  Company has reorganized as a management and holding company with a focus on
acquiring  and  managing  small enterprises that have good growth prospects. The
primary  criteria  for  acquisition  candidates are that they must be at or near
profitability  and  exhibit  potential  for  growth  with  a  minimal  amount of
financing.

The  first  acquisition  was  the  asset purchase from CDKNet.com representing a
start  up  business  with developed contacts in the internet marketing and media
industries  and investment holdings in several small publicly traded and private
companies  held  its  subsidiary  by  Diversified  Capital  Holdings  LLC.

The Company anticipates that in order to fulfill its plan of operation including
payment  of  certain  past  liabilities  of  the  company,  it will need to seek
financing  from  outside  sources  and  is  actively  pursuing  equity  and debt
financing  alternatives.  There  is  no  assurance  that  the  company  will  be
successful  in  raising  the  necessary  funds.


Item  7.           Consolidated  Financial  Statements



              NATIONAL MANAGEMENT CONSULTING, INC. AND SUBSIDIARY
                    (formerly Universal Media Holding, Inc.)
                          YEAR ENDED SEPTEMBER 30, 2002
<PAGE>

TABLE  OF  CONTENTS

                                                                          Page

REPORT  OF  INDEPENDENT AUDITOR                                              F-1

FINANCIAL  STATEMENTS

       Consolidated Balance  Sheet  as of September 30, 2002                 F-2
       Consolidated Statements  of  Operations  for  the  periods
            ended  September  30, 2002 and 2001                              F-3
       Consolidated Statements  of  Stockholders'  Deficiency  for  the
            periods  ended  September  30, 2002 and 2001                     F-4
       Consolidated Statements  of  Cash  Flows  for  the  periods
            ended  September  30, 2002 and 2001                              F-5
       Notes to Financial Statements                                      F6-F10





<PAGE>

REPORT  OF  INDEPENDENT  AUDITOR

Board  of  Directors  and  Stockholders
National  Management  Consulting,  Inc.
(formerly  Universal  Media  Holdings,  Inc.)


I  have  audited  the  accompanying  consolidated  balance  sheets  of  National
Management  Consulting  and  subsidiary, Inc.  as of  September  30,  2002,  and
the  related  statements  of  operations,  stockholders'  equity, and cash flows
for  each  year ended September 30, 2002 and 2001.  These  financial  statements
are  the  responsibility  of  the Company's  management.  My  responsibility  is
to  express  an  opinion  on  these  financial  statements  based  on  my audit.

I  conducted my audit in accordance with generally  accepted auditing  standards
of  the  United  States  of  America.  Those  standards  require that I plan and
perform  the  audit  to  obtain  reasonable  assurance   about  whether  the
financial   statements  are  free  of  material misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes assessing the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall financial statement presentation. I believe that my audit
provides  a  reasonable  basis  for  my  opinion.

In  my opinion, the consolidated  financial  statements  present fairly,  in all
material  respects,  the  financial  position of National Management Consulting,
Inc.  as  of  September  30, 2002, and the results of their operations and their
cash  flows  for  each of the two years ended  September  30, 2002 and 2001,  in
conformity  with  generally  accepted accounting principles of the United States
of  America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company will  continue as a going  concern.  As discussed in Note 1 and 8 to
the consolidated financial statements, the Company has experienced recurring net
losses from its only operation and has decided to discontinue  it. These matters
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's plans in regard to these matters are described in Note 1.
The  accompanying   consolidated   financial   statements  do  not  include  any
adjustments  relating  to  the  recoverability  and  classification  of  assets,
carrying  amounts or the amount and  classification  of  liabilities  that might
result  should  the  Company  be  unable  to  continue  as  a  going  concern.


Aaron  Stein,
Certified  Public  Accountant

Woodmere,  New  York
January  16,  2003


                                      F-1

<PAGE>


NATIONAL  MANGEMENT  CONSULTING,  INC.  &  SUBSIDIARY
CONSOLIDATED BALANCE  SHEET
SEPTEMBER  30,  2002


ASSETS

                                                  $                   -
                                                  =====================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses           $             337,328
  Credit line                                                         -
  Accrued disposition costs                                           -
  Other current liabilities                                           -
                                                  ----------------------

            Total current liabilities                           337,328
                                                  ----------------------



STOCKHOLDERS' DEFICIT
  Preferred stock, no par value,
    2,000,000 shares authorized, 0 shares issued                      -
  Common stock, $.0001 par value,
    200,000,000 shares authorized,
    4,521,979 issued and outstanding                                452
  Additional paid-in capital                                  2,410,626
  Accumulated deficit                                        (2,748,406)
                                                  ======================

                                                               (337,328)
                                                  ----------------------

                                                  $                   -
                                                  ======================


                 See accompanying notes to financial statements

                                      F-2

<PAGE>

NATIONAL  MANAGEMENT  CONSULTING,  INC.  &  SUBSIDIARY
CONSOLIDATED STATEMENTS  OF  OPERATIONS
<TABLE>
<CAPTION>


                                                                  YEARS ENDED SEPTEMBER 30,
                                                                  -------------------------
                                                                      2002         2001
                                                                  ------------  -----------
<S>                                                               <C>           <C>
REVENUES                                                          $         -   $        -
                                                                  ------------  -----------




GENERAL AND ADMINISTRATIVE EXPENSES                                   195,000      184,166
                                                                  ------------  -----------

      OPERATING LOSS                                                 (195,000)    (184,166)
                                                                  ------------  -----------

OTHER INCOME
  Other income                                                              -       28,901
  Interest expense                                                          -      (19,000)
                                                                  ------------  -----------

      Total other income                                                    -        9,901
                                                                  ------------  -----------

      LOSS FROM CONTINUING OPERATIONS
        BEFORE PROVISION FOR INCOME TAXES, DISCONTINUED OPERATIONS
        and EXTRAORDINARY ITEM                                       (195,000)    (174,265)

INCOME TAXES                                                                -            -
                                                                  ------------  -----------

      LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS
        and BEFORE EXTRAORDINARY ITEM                                (195,000)    (174,265)
                                                                  ------------  -----------

DISCONTINUED OPERATIONS:
  Net income discontinued operations, net of
    income taxes of $0                                                      -       15,467
  Provision of for operating losses
    during phase out period, net of income
    taxes of $0                                                             -       (3,200)
                                                                  ------------  -----------

                                                                            -       12,267
                                                                  ------------  -----------

      NET INCOME BEFORE EXTRAORDINARY ITEM                        $  (195,000)  $ (161,998)

EXTRAORDINARY ITEM ON DEBT EXTINGUISHMENT, net of
  of $0 of income taxes                                               795,547            -
                                                                  ------------  -----------

NET INCOME                                                            600,547     (161,998)
                                                                  ============  ===========

INCOME (LOSS) PER SHARE:
  Basic
    Income (loss) from continuing operations                      $     (0.04)  $    (0.05)
    Income (loss) from discontinuing operations                          0.00         0.00
    Extraordinary item                                                   0.18         0.00
                                                                  ------------  -----------
              Net income (Loss)                                   $      0.14   $    (0.05)
                                                                  ============  ===========

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
  Basic                                                             4,432,534    3,380,728
                                                                  ============  ===========
</TABLE>
                 See accompanying notes to financial statements

                                       F-3
<PAGE>

NATIONAL  MANAGEMENT  CONSULTING,  INC.  &  SUBSIDIARY
CONSOLIDATED STATEMENT  OF  STOCKHOLDERS'  DEFICIT

<TABLE>
<CAPTION>


                                Preferred Stock        Common Stock          Additional
                             ------------------  ------------------------     Paid-in     Retained
                               Shares    Amount    Shares       Amount       Capital      Earnings       Total
                             ----------  ------  ----------  ------------  -----------  ------------  ------------
<S>                            <C>         <C>     <C>         <C>           <C>          <C>           <C>
Balance, September 30, 2000           -       -     376,145  $        38   $2,144,690   $(3,186,955)  $(1,042,227)

Issuance of common stock
  for services rendered               -       -   3,011,667          301       90,049                      90,350

Stock sold                            -       -   1,000,000          100       14,900             -        15,000

Net loss                              -       -           -                                 (161,998)    (161,998)
                              ----------  ------  ----------  ------------  -----------  ------------  ------------


Balance, September 30, 2001           -       -   4,387,812          439    2,249,639    (3,348,953)   (1,098,875)

Issuance of common stock
  for services rendered                             134,167           13      160,987                     161,000



Net loss                              -       -           -            -            -       600,547       600,547
                             ----------  ------  ----------  ------------  -----------  ------------  ------------

Balance, September 30, 2002                       4,521,979  $     452   $2,410,626   $(2,748,406)     (337,328)
                                                 ==========  ============  ===========  ============  =============

</TABLE>
                 See accompanying notes to financial statements

                                       F-4
<PAGE>

NATIONAL  MANAGEMENT  CONSULTING,  INC.  &  SUBSIDIARY
CONSOLIDATED STATEMENTS  OF  CASH  FLOWS

<TABLE>
<CAPTION>

                                                  YEARS ENDED SEPTEMBER 30,
                                                 -------------------------
                                                      2002        2001
                                                   ----------  ----------
<S>                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                $ 600,547   $(161,998)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Depreciation and amortization                        -           -
      Issuance of common stock for services          161,000      90,350
      Loss on abondonment of fixed assets                  -       3,200
      Gain of debt extinguishment                   (795,547)          -
      Changes in assets and liabilities:
        Accounts receivables                               -      17,144
        Loan to affiliate                                  -      39,214
        Accounts payable and accrued expenses         34,000      54,602
                                                   ----------  ----------

          Net cash (used in) provided by
            operating activities                           -      42,512
                                                   ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Reduction in credit facility                             -     (57,512)
  Proceeds from long term debt                             -           -
  Issuance of common stock                                 -      15,000
                                                   ----------  ----------

          Net cash provided by (used in)
            financing activities                           -     (42,512)
                                                   ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES                       -           -
                                                   ----------  ----------

          NET (DECREASE) INCREASE IN
            CASH AND CASH EQUIVALENTS                      -           -

CASH AND CASH EQUIVALENTS, Beginning                       -           -
                                                   ----------  ----------

CASH AND CASH EQUIVALENTS, Ending                  $       -   $       -
                                                   ==========  ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Interest paid                                    $       -   $      -
                                                   ----------  ----------

  Income taxes paid                                $       -   $       -
                                                   ----------  ----------
</TABLE>
                 See accompanying notes to financial statements

                                       F-5
<PAGE>

NATIONAL  MANAGEMENT  CONSULTING,  INC.  &  SUBSIDIARY
NOTES  TO  FINANCAIL  STATEMENTS

NOTE  1  --  ORGANIZATION,  NATURE  OF  BUSINESS  AND  DISCONTINUED  OPERATIONS

Organization

National  Management  Consulting,  Inc.(formerly  Universal  Media  Holdings,
Inc.)(the  Company)  was originally incorporated in Delaware as Tyconda Minerals
Corp.  in December of 1969. In February 1970, the Company merged leaving Tyconda
Minerals  Corp. as the surviving corporation. In November 1983 the Company filed
a  Certificate  of  Amendment  to  its Certificate of Incorporation changing its
corporate  name to Hy-Poll Technology, Inc. That amendment also authorized it to
issue  200,000,000 shares of Common Stock with a par value of $ .0001 per share.

In  August of 1995, Hy-Poll acquired all of the issued and outstanding shares of
the  Company's  Common  Stock.  On  December  21,  1995  the Company amended its
Certificate of Incorporation changing its corporate name to Universal Turf, Inc.
The  Company  then  amended  the  name  again  on November 8, 1999, changing its
corporate  name  to  Universal  Media  Holdings,  Inc.

On February 14, 2000, the Company purchased 100 percent of the outstanding stock
of E-Trans Logistics, Inc. (E-Trans), formerly known as Gerard Express, Inc. for
6,297,348  shares  of  Universal. E-Trans is a trucking, transport and logistics
Company  located  in  New Jersey. Universal had no operating assets prior to its
acquisition of E-Trans. The fair value of E-Trans approximately equaled the cost
basis  of  the  assets.

On  March  27,  2000,  the  Company  acquired  all  the  outstanding  shares  of
Net-Tronics  for  $100,000  and  250,000  shares  of Universal Media stock. This
resulted  in $100,000 of goodwill that was subsequently written off. Net-Tronics
had  no  operations  since  formation.  Concurrent  with  the  aforementioned,
Universal  merged  into  its  wholly owned subsidiary, dissolving its subsidiary
with  Universal.

On  October  22,  2002  the  company  filed  an  amendment to change its name to
National  Management  Consulting,  Inc.

Discontinued  Operations

Subsequent  to  September  30, 2000 the Company made a determination to exit its
trucking, transport and logistics operation after the acquisition of E-Trans due
to  continuing losses. The Company incurred a one-time charge of $25,000 related
to  an  accrual  for estimated expenses during the phase out period. The Company
had  attempted  to settle with the lessor and other creditors of the operations.
E-Trans  filed  for  protection under Chapter 11 of the United States Bankruptcy
Code, in the District of New Jersey on March 22, 2001. The Chapter 11 filing was
subsequently  converted  to  a  Chapter  7 filing. Debts of this subsidiary were
discharged  by United States Bankruptcy Court, District of New Jersey on October
15,  2002.  As  a  result the company recorded gain of approximately $795,500 on
discharge  of  indebtedness, which has been classified as an extraordinary item.
                                       F-6

<PAGE>

NATIONAL  MANAGEMENT  CONSULTING,  INC.  &  SUBSIDIARY
NOTES  TO  FINANCAIL  STATEMENTS  (continued)

The  disposition  of  the transport business represents a disposal of a business
segment  under Accounting Principles Board Opinion No. 30.  Accordingly, results
of  this  operation  have  been  classified  as  discontinued.

Going  Concern

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern. As shown in the financial statements,
the  Company incurred a net loss from continuing operations of $ 195,000 for the
year  ended September 30, 2002. At September 30, 2002 current liabilities exceed
current  assets  by  $  337,328.

The  Company has reorganized as a management and holding company with a focus on
acquiring  and  managing  small enterprises that have good growth prospects. The
primary  criteria  for  acquisition  candidates are that they must be at or near
profitability  and  exhibit  potential  for  growth  with  a  minimal  amount of
financing.

The  first  acquisition  was  the  asset purchase from CDKNet.com representing a
start  up  business  with developed contacts in the internet marketing and media
industries  and investment holdings in several small publicly traded and private
companies  held  its  subsidiary  by  Diversified  Capital  Holdings  LLC.

The Company anticipates that in order to fulfill its plan of operation including
payment  of  certain  past  liabilities  of  the  company,  it will need to seek
financing  from  outside  sources  and  is  actively  pursuing  equity  and debt
financing  alternatives.  There  is  no  assurance  that  the  company  will  be
successful  in  raising  the  necessary  funds.

These factors raise substantial doubt about the Company's ability to continue as
a  going  concern.  The  financial statements do not include any adjustment that
might  result  from  the  outcome  of  this  uncertainty.

NOTE  2  --CREDIT  ARRANGEMENT

On February 1, 2000, the Company, through its subsidiary E-Trans, entered into a
factoring and security agreement with Metro Factory's, Inc. (Metro), a financial
institution  that  specializes in factoring transactions. The Company identified
certain  customers  and  sold related receivables to Metro for their face value.
All  the  invoices  purchased  by Metro from the Company constituted a sale with
legal  title  passing  to  Metro  including  its  right to use those invoices as
collateral.  The  Company  was able to borrow up to 90 percent of the total face
value  sold  at  an interest rate of 2.75 over the base-lending rate of Key Bank
National  Association  of  Cleveland,  Ohio.  The  Company  also  paid  Metro  a
commission  equal  to .6 percent of the face amount of invoices purchased and an
additional .25 percent due each fifteenth day period beginning with 61st date on
the  invoice.  All  invoices  were  purchased  on  a  recourse  basis.

                                       F-7

<PAGE>


NATIONAL  MEDIA  HOLDINGS,  INC,  INC.  &  SUBSIDIARY
NOTES  TO  FINANCAIL  STATEMENTS(continued)

NOTE  3  --CREDIT  ARRANGEMENT  (continued)

At  the  time  of transfer of the receivable, the Company recognized the sale of
such  invoices  and  any  commissions  owed  Metro.  At  the  time an invoice is
presented back for repayment, the Company records it at its estimated fair value
and  recognizes  any  losses.

This  credit  arrangement  is  personally  guaranteed by two stockholders of the
Company  and  cross-collaterized  with  another  corporation  in which these two
stockholders  have  common  ownership. Additionally Metro has a blanket security
interest  in  assets  of  E-Trans.

As  a  result  of  E-Trans  petition  of  Bankruptcy under Chapter 7 of the U.S.
Bankruptcy  Code,  along  with  all  collateral  being  dissipated,  E-Trans has
defaulted  on  this obligation. Additionally, E-Trans is in violation of most of
the  covenants  of  its  lending  agreement,  as well as one of the guaranteeing
stockholders  has declared and filed personal bankruptcy. As a result, Metro has
filed  judgments  against  E-Trans  for  payment  of amounts due under the above
arrangements,  and  will  be  subject  to  settlement of amounts owed it per the
bankruptcy  court's determination.  Management of the company believes this debt
was  discharged  in  bankruptcy.


NOTE  4--CHANGE  OF  CONTROL

On  April  12,  2002,  a  new Board of Directors was elected with all the former
directors  resigning. In addition, the new board of directors selected new a new
president,  vice  president,  and  new  chief  financial  officer,  with all the
previous  officers  resigning.  Immediately  preceding  the  election of the new
board, 42,000,000 shares of voting common stock were issued to these individuals
(post-reverse  split  basis)

On  June 26, 2002 the Board of Directors were notified that the "New Management"
were  in  default  of  the  Management  Agreement effective April 12, 2002. As a
result  of  this  default  "New  Management's" shares were voted pursuant to the
terms  of  the  Agreement  to  elect  new  Officers  and  Directors.

On  August  14,  2002 the current Board of Directors cancelled 38,000,000 shares
(pre  post  reverse split basis) of the previously issued shares dated April 12,
2002.

                                       F-8

<PAGE>

NATIONAL  MANAGEMENT  CONSULTING,  INC.  &  SUBSIDIARY
NOTES  TO  FINANCAIL  STATEMENTS  (continued)


NOTE  5--COMMON  STOCK


Reverse  split

In conjunction with the above "change of control" the Company on April 12, 2002,
completed  a  reverse  split  of  thirty old shares of common stock for each one
share  of  new  common  stock. Shares issued to new management are new shares of
common  stock.  This  transaction  has  been  retroactively applied to all share
disclosures  in  the  financial  statement.

Common  Stock  Issued

On  June 10, 2002 the Company issued and registered 4,025,000 ( pre post reverse
split  basis) shares of common stock for services rendered by consultants valued
at  $161,000.


NOTE  6-CONTINGENCIES

The  company's  subsidiary,  E-Trans  Logistics,  Inc.,  had  several  possible
collection  actions  that  may  be  brought  against it. It is believed that any
actions involving the subsidiary would not affect the Company. It was also named
as a debtor in a Chapter 7 bankruptcy, filed in 2001, proceeding in the District
of  New  Jersey.  The  primary  debtor  is  National  Expedite, Inc. The Primary
creditor in the proceeding is Metro Finance. E-Trans was a guarantor, along with
other  entities  on the debt. The proceeding was settled on October 15, 2002. It
is  believed  by  management,  that  all debt of E-Trans was discharged with the
bankruptcy  and  does  not  affect  the  parent  company.  (E-Trans  amended its
certificate  of  incorporation  on changing its name to Express Marketing, Inc.)

NOTE  7-SUBSEQUENT  EVENTS

On October 22, 2002, and amended on January 5, 2003, the Company entered into an
Asset Purchase Agreement wherein the Registrant purchased from CDKNet.com, Inc.,
certain assets, namely the entity known as Diversified Capital Holdings, LLC and
certain  assets  of  the  entity  known  as  the  CDKNet,  , LLC.  The owners of
Diversified  Capital  Holdings,  LLC  and  certain  stockholders and officers of
CDKnet.com, Inc. are also stockholders and officers of the Company. The purchase
price  for  the  assets  was  a  promissory  note in the amount of THREE HUNDRED
THIRTY-NINE  THOUSAND  DOLLARS  ($339,000)  plus  interest  at  the rate of five
percent  (5%),  payable  monthly  until February 2006.  The Note is secured by a
security  interest  in  all  the  acquired  assets.

The  assets  purchased  include the assets of Diversified Capital Holdings, LLC,
including debt instruments in Panama Industries, Ltd., Dominix, Inc., and Augrid
of  Nevada,  Inc.,  as  well  as  a  note  on CD duplication equipment ($60,000)
                                       F-9

<PAGE>

NATIONAL  MANAGEMENT  CONSULTING,  INC.  &  SUBSIDIARY.
NOTES  TO  FINANCAIL  STATEMENTS  (continued)

that  also  is  secured  by  a capital collateral account with a cash balance of
($60,000).  There  are also stock positions of the following: Tilden Associates,
Dominix, Inc., Panama Industries. Ltd., Steam Clean USA, Inc., Augrid of Nevada,
Inc.  and  a  retainer  due  from
Health  Care  America.

Also  on  October  22, 2002, the Company entered into a Stock Purchase Agreement
with  the  shareholders  of  Human  Trans  Services  Group,  Ltd. ("Humana"), to
purchase  all issued and outstanding shares of common stock of Humana for shares
of  common  stock  of  the  Company.

Humana  Trans Services Group, Ltd. (Humana) is a New York Corporation.  Humana's
business  is referred to as Employee Leasing.  Humana has contracts with various
businesses  to  provide employees to the business.  The business then pays a fee
to  Humana.  Out  of  this  fee, the employee is paid, they receive benefits and
Humana  retains a portion for its administrative efforts. As of November 1, 2002
Humana  entered  into  an  employment  agreement with Kevin Whitmore to serve as
President  and  Chief  Executive  Officer  of  Humana.

The  transaction  with  Humana  will  be  recognized  as a business combination.

                                      F-10
<PAGE>

Item  8.          Changes  in  and Disagreements with Accountants on Accounting
                  and  Financial  Disclosures

         None


<PAGE>

PART  III

Item  9.           Directors  and  Executive  Officers  of  the  Registrant

Directors  and  Executive  Officers  of  National  Management  Consulting,  Inc.
(formerly  Universal  Media  Holdings,  Inc.)

 Name                       Age              Position
-------------              -----             --------
Steven  Horowitz             43             Chairman of the Board  of Directors
                                            President  and  Chief  Executive
                                            Officer
James  W.  Zimbler           37             Director

Andrew J. Schenker           42             Director and Chief Financial Officer

Lee  Rubenstein              46             Director  and  Chief  Operations
                                            Officer


Biographical  Information  of  the  new  Directors  and  Officers  follows:

Steve  Horowitz  -  Chairman  of  the  Board  of  Directors, President and Chief
Executive  Officer

Mr.  Horowitz  has  served  as  Chairman  of  the  Board  of Directors and Chief
Executive  Officer  of  CDKnet.com  since May 1998.  Since April 1, 2000, he has
served as a partner in Moritt, Hock, Hamroff & Horowitz, LLP, a Garden City, New
York-based  law  firm.  From  October 1, 1991 to March 2000, he was the founding
principal  of  Horowitz, Mencher, Klosowski, & Nestler, P.C., a Garden City, New
York-based law firm.  Mr. Horowitz holds a degree from Hofstra University School
of Law and a Master of Business Administration degree in Accounting from Hofstra
University  School  of Business.  Mr. Horowitz is an Adjunct Professor of Law at
Hofstra University and since, 1987 Mr. Horowitz was Director of Taxes for Symbol
Technologies,  Inc.,  a  New York Stock Exchange corporation.  Mr. Horowitz is a
member  of  the American Bar Association and the New York State Bar Association.

James  W.  Zimbler-Director
On  November  1,  2001,  Mr.  Zimbler,  was  appointed as President and Director
of  the TTI Holdings of America Corp. From February 2001 until October 15, 2001,
Mr. Zimbler was engaged in consulting for various companies and for a portion of
that time has been a principal member in Crossover Advisors, LLC. Prior to that,
from  January  1999  to  November 1999, Mr. Zimbler was Chairman of the Board of
Directors  and  President  of  IntermediaNet,  Inc.  now  known  as  Cyberedge
Enterprises,  Inc.,  a  public  company  and  in  November 1999, became just the
Chairman  until  February  2001.  He  was  re-appointed  CEO  and  a Director in
September  2001.  Mr.  Zimbler  was  also  Chairman  and  CEO of Universal Media
Holdings,  Inc.,  until February 2001. From December 1996 through November 1998,
Mr.  Zimbler  was  President  and  Chief  Operating  Officer  for  Total Freight
Solutions  America,  Inc.  Mr.  Zimbler was employed by Packaging Plus Services,
Inc.  from August of 1994 through December of 1996. From March 1987 to September
1983  he  was  the  owner  of  a  messenger  delivery  service,  which was sold.
Thereafter  he  formed  Rapid Delivery Service, which was sold to Packaging Plus
Services,  Inc.,  in  1994.  Mr. Zimbler attended Suffolk Community College from
1983  through  1985  where  he  majored  in  Business  Administration.

<PAGE>

Andrew  J.  Schenker  -  Director  and  Chief  Financial  Officer
Mr.  Schenker was appointed President of CDKnet.com, Inc. on January 3, 2002. He
became a director of CDKnet.com in May, 1998.  He recently stepped down from his
position  as  the  General Manager for Education Marketing - Worldwide at Symbol
Technologies,  Inc.  a  manufacturer  and  world  leader  in bar-code based data
transaction  systems  based  in  Holbrook,  New  York  to  concentrate  on
entrepreneurial  opportunities.  Since  November  1986,  he  has  held  several
financial  management  positions  at Symbol Technologies, Inc., most recently at
the  position  described above.  He is also the trustee for several trusts and a
public  foundation,  as  well  as an executive committee member of the Smithtown
School  District  Industry  Advisory  Board.

Lee  Rubinstein-Director
In  1993 Mr. Rubinstein became a principal in the telecommunications firm United
Paging,  as  the  Chief Operations Officer. There he developed the standards and
procedures  for the entire organization. United Paging grew to service customers
with  13  locations  in Nassau and Suffolk Counties. In 1998 Mr. Rubinstein sold
his  interests  in  United  Paging  and  formed NBM Information Technology, Inc.

NBM  is  an information management consulting firm specializing in providing the
client  with  an  informational  pathway to the entire investment community. NBM
creates and distributes corporate information to a variety of wire services that
specialize in trade, industrial, governmental, and public forums. These services
include  press  releases,  SEC  filings,  annual reports, crises management, and
investor  relations.  NBM's  clients  have  included  such  names  as AT&T, NBC,
American  Express,  and  the  Government  of  the  Dominican  Republic.

In  2001  Mr.  Rubinstein  co-founded Comprehensive Resource Advisors, Inc. as a
boutique management consulting firm to work with small to mid-sized corporations
that require outside help in restructuring and reengineering their company. This
included preparing research reports including operational findings and marketing
opportunities  to attract new business or enhance a market that is already being
mined  by  a company. CRA will act as the general contractor for the corporation
that  has  numerous concurrent marketing projects and campaigns in order to keep
them  on time and schedule and most importantly within budget. CRA while working
at  a  high level of independence and responsibility will also research, propose
and  design solutions which may or may not include the integration of technology
to  fit  the  specific  requirements  of  the situation. This may include impact
analysis,  and  implementation  scheduling  as  well  as  providing  sound  and
imaginative  guidance  to  management in utilizing technology to achieve desired
business  objectives.

Mr.  Rubinstein  received  his  formalized  training  in  Business  Organization
and  Technology  by  attending  both  Arizona  State  University  and  Columbia
University.  Mr.  Rubinstein  has  over  20  years  experience  in  the areas of
Technology  and  Organizational  Management. He currently serves as President of
NBM  Information Technology, Inc. as well as President of Comprehensive Resource
Advisors,  Inc.

Item  10.          Executive  Compensation

Compensation  of  Management

None of the named  persons has  received  stock  options or other such  non-cash
compensation  during  the  current  fiscal  year,  other  than the shares of the
Company  as  indicated  herein  in  Item  11.  No one  has  received  an  annual
compensation  package  of  $100,000  or  more.


<PAGE>

<TABLE>
<CAPTION>
Summary  Compensation  Table

                              Annual  Compensation                Long  Term Compensation
------------------------------------------------------------------------------------------------------------------
<S>                   <C>    <C>         <C>          <C>          <C>            <C>             <C>     <C>
(a)                  (b)     (c)         (d)          (e)          (f)           (g)             (h)      (i)
                                                                 Restricted
                                                                   Stock       Securities         LTIP      All
 Name                Year   Salary($)   Bonus($)     Other($)     Awards ($)   Underlying       Payouts    Other
                                                                               Options/SARs(#)     ($)     ($)
------------------------------------------------------------------------------------------------------------------
Steven
Horowitz,
Chairman  &  CEO     2002     0.00            --         --       $ 519,560(1)
------------------------------------------------------------------------------------------------------------------
James
Zimbler,
Director             2002     0.00            --         --       $ 540,000 (2)
------------------------------------------------------------------------------------------------------------------
Andrew  Schenker,
CFO                  2002     0.00            --         --             --
------------------------------------------------------------------------------------------------------------------
Lee  Rubinstein,
Director  &
Chief  Operating
Officer              2002     0.00            --         --        $ 180,000(3)
------------------------------------------------------------------------------------------------------------------

(1) Comprising of 2,886,445 shares of restricted common stock at a value of $0.18 as of 1/14/03.
(2) Comprising of 3,000,000 shares of restricted common stock at a value of $0.18 as of 1/14/03.
(3) Comprising of 1,000,000 shares of restricted common stock at a value of $0.18 as of 1/14/03.


</TABLE>

Employment  Agreements

We  have  an  employment  agreement  with  Kevin  Whitmore



Item  11.     Security  Ownership  of  Certain  Beneficial  Owners
              and  Management

The  following  table  sets  forth,  as  of  September  30,  2002, regarding the
beneficial ownership of shares of our Common Stock by each person known by us to
own  five  percent or more of the outstanding shares of Common Stock, by each of
our  Officers,  by each of our Directors, and by our Officers and Directors as a
group.  As  of  September  30,  2002,  there  were  4,521,979  shares issued and
outstanding  of  record.  As  of December 31, 2002, there were 10,845,282 shares
issued  and  outstanding.


<PAGE>

                                    SHARES OF
NAME  &  ADDRESS  OF                 COMMON              PERCENTAGE
BENEFICIAL  OWNERS                   STOCK               AS  OF  12/31/02
--------------------               ----------          ---------------
Steven  A.  Horowitz  (*)          2,865,445             26.42
     C/o  The  Company
Lee  Rubenstein  (*)               1,000,000              9.22
     C/o  The  Company
Kevin  Whitmore                    1,000,000              9.22
     C/o  The  Company
James  W.  Zimbler  (*)            3,000,000             27.66
     C/o  The  Company

Total  Officer/Directors
as  a  group                       7,865,445             72.52

*     Officer  and/or  Director


Item  12           Certain  Relationships  and  Related  Transactions

     The  Company  issued  shares  as  set  forth in Item 1, Operations, for the
acquisition  of  assets.


Shares  issued  for  the  acquisition of Human Trans Services Group, Ltd., as of
October  22,  2002.

     NAME                    NUMBER  OF  SHARES
-------------------------  -------------------------
James  W.  Zimbler                   2,000,000
Steve  Horowitz                      1,715,445
Andrew  Mazzone                        100,000
Kevin  Whitmore                        100,000
Andrew  Schenker                       150,000
Lee  Rubinstein                        250,000
Michael  Krome                         100,000
Riggs  &  Company                       50,000
Chris  Hascom-Bolton                    50,000
Robert  M.  Brown                       15,000
Bradley  T.J.  Mette,  Jr.               4,000
Jimmy  M,  Rogers                        5,000
Pauline  W.  Trnka                       5,000


Total  Shares                        4,544,445
                                   -----------

<PAGE>

Item  13.          Exhibits,  Consolidated  Financial  Statements,
                   Schedules  and  Reports  on  Form  8-K

(a)  The  following  documents  are  filed  as  part  of  this  report:

         (1)(2)  CONSOLIDATED   FINANCIAL  STATEMENTS  .

         A  list  of the Consolidated Financial Statements filed as part of this
Report is set forth in Item 7 and appears at Page F-1 of this Report; which list
is  incorporated  herein  by  reference.

         (a)(3)  EXHIBITS.

All of the items below are incorporated by reference to the Registrant's General
Form  10SB  and  amendments  for Registration of Securities as previously filed.

         EXHIBITS  AND  SEC  REFERENCE  NUMBERS

         Number            Title  of  Document
         ------            -----------------
         2(a)              Certificate  of  Incorporation  (2)
         2(b)              Plan  of  Merger  (2)
         2(c)              Agreement  and  Plan  of  Merger  (2)
         2(d)              By-Laws  (2)
         10.0              Employment  Agreement  with  Kenneth  Parsteck  (1)

                  (1)     Filed  Herewith.
                  (2)     Filed  as  exhibits  to  Form  8-K,  April  14,  2000

(b)     Reports  on  Form  8-K

         Form  8-K  filed  May  24,  2001  advising  of  a  change  of  auditors
         Form 8-K filed July 10, 2001  advising of the  execution of a letter of
intent  to  acquire  assets  of  Del-Pais  International  Inc.
         Form 8-K filed  August 1, 2002  advising  of the  change of the  office
location  and  phone  number  of  the  company,
         Form 8-K filed  December 4, 2001  advising of a change of directors and
officer  and  of  the  location  of  the office of the company and phone number.


Item 14. Controls and Procedures

Information required by Item 307 of Regulation S-B is contained in the principal
executive  officer  and  financial  officer  conclusions  (page  about  the
effectiveness  of the small business issuer`s disclosure controls and procedures
(as  defined  in  Reg. 240.13a-l4c under the securities act of 1934), based upon
their evaluations of these controls and procedures a of a date within 90 days of
the  filing  date  of  this  annual  report.


<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 on its
behalf  by  the  undersigned,  thereunto  duly  authorized.


Date:    January  __  ,  2003        By:  /s/  Steven  Horowitz
                                    ----------------------------
                                    Steven  Horowitz,
                                    President  and  Chief  Executive  Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed  below by the following persons on behalf of the Registrant in
the  capacities  and  on  the  dates  indicated.


DATE                                SIGNATURE  /TITLE

Date:    January  __  ,  2003        By:  /s/  Steven  Horowitz
                                    ----------------------------
                                    Steven  Horowitz,
                                    President  and  Chief  Executive  Officer
                                    Chairman  of  the  Board  of  Directors

                                    By:  /s/  James  W.  Zimbler
                                    -------------------------------
                                    James  W.  Zimbler,
                                    Director


                                    By:  /s/  Andrew  J.  Schenker
                                    ----------------------------
                                    Andrew  J.  Schenker,
                                    Chief  Financial  Officer  and  Director


                                    By:  /s/  Andrew  J.  Schenker
                                    ----------------------------
                                    Chief  Financial  Officer  and  Director


                                    By:  /s/  Lee  Rubenstein
                                    ----------------------------
                                    Lee  Rubenstein,
                                    Chief  Operating  Officer  and  Director



<PAGE>

CERTIFICATIONS

I,  Steven  Horowitz,  certify  that:

1.  I  have reviewed this quarterly report on Form 10-KSB of National Management
Consulting,  Inc.;

2.  Based  on  my  knowledge,  this 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  this 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  we  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  the
  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 function):

    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  weaknesses  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 this
quarterly  report  whether  or  not  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.

January  ,  2003
                                           /s/  Steven  Horowitz
                                           --------------------------------
                                          Steven  Horowitz
                                          President  and Chief Executive Officer

<PAGE>

CERTIFICATIONS

I,  Andrew  J.  Schenker,  certify  that:

1.  I  have reviewed this quarterly report on Form 10-KSB of National Management
Consulting,  Inc;

2.  Based  on  my  knowledge,  this 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  this 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  we  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  the
  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 function):
    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  weaknesses  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 this
quarterly  report  whether  or  not  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.

January  ,  2003
                                           /s/  Andrew  J.  Schenkier
                                             --------------------------
                                             Andrew  J.  Schenker
                                             Chief  Financial  Officer

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