U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB
                                   (Mark One)

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

                   For the fiscal year ended December 31, 2001

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       For the transition period from _______________ to ________________

                          Commission file no. 000-28593

                            NATIONAL COMPANIES, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

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

   4350 Oakes Road, Suite 512
           Davie, FL                                              33314
     --------------------                                      ----------
(Address of principal executive offices)                       (Zip Code)

                 Registrant's telephone number: (954) 584-2151

                           Nationwide Companies, Inc.
        ----------------------------------------------------------------
        (Former name and/or former address, if changes since last report)

Securities registered under Section 12(b) of the Exchange Act:

                                                 Name of each exchange on
             Title of each class                 which registered

               None                                     None
            -----------                          -------------------

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of class)
                      ------------------------------------

                        Copies of Communications Sent to:
                              Anslow & Jaclin, LLP
                             4400 Route 9, 2nd Floor
                           Freehold, New Jersey 07728
                    Tel: (732) 409-1212 - Fax: (732) 577-1188

<PAGE>

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 the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

     Yes  X        No
         -----        -----

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

The Registrant's revenue for the fiscal year ended December 31, 2001: $
10,999,152.

Of the 3,648,038 shares of voting stock of the registrant issued and outstanding
as of March 29, 2002, 1,096,058 shares are held by non-affiliates. Because of
the absence of an established trading market for the voting stock, the
registrant is unable to calculate the aggregate market value of the voting stock
held by non-affiliates as of a specified date within the past 60 days.

There were 3,648,038 shares of the registrant's common stock outstanding as of
March 29, 2002.

DOCUMENTS INCORPORATED BY REFERENCE:         None

Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>

SUMMARY TABLE OF CONTENTS SUMMARY TABLE OF CONTENTS

PART I

Item 1.                    Description of Business.
Item 2.                    Description of Property.
Item 3.                    Legal Proceedings.
Item 4.                    Submission of Matters to a Vote of Security Holders.

PART II

Item 5.                    Market for Common Equity and Related Stockholder
                           Matters.
Item 6.                    Management's Discussion and Analysis or Plan of
                           Operation.
Item 7.                    Financial Statements.
Item 8.                    Changes in and Disagreements with Accountants on
                           Accounting and Financial Disclosure.

PART III

Item 9.                    Directors, Executive Officers, Promoters and Control
                           Persons; Compliance with Section 16(a) of the
                           Exchange Act.
Item 10.                   Executive Compensation.
Item 11.                   Security Ownership of Certain Beneficial Owners and
                           Management.
Item 12.                   Certain Relationships and Related Transactions.
Item 13.                   Exhibits, List and Reports on Form 8-K.


<PAGE>

PART I

Forward Looking Statements

This Form 10-KSB includes "forward looking statements". All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-KSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
demand for the Company's products and services, expansion and growth of the
Company's business and operations, and other such matters are forward looking
statements. These statements are based on certain assumptions and analyses made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward looking statements made in this Form
10-KSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.

ITEM 1.  Description of Business

The name of our company is National Companies, Inc. f/k/a The Nationwide
Companies, Inc. We were incorporated under the laws of the State of Florida on
November 18, 1999. We changed our name to National, Companies Inc., on August
29, 2001, federal trademark has been applied for. For the fiscal year 2001 we
operated as a publicly held company, marketing our benefits packages through
direct sales or "network marketing". We had 20 full time employees and owned no
real estate.

The Company also announced approval of the amendment of its Articles of
Incorporation in order to change the name of the Company from The Nationwide
Companies, Inc. to National Companies, Inc. Total issued and outstanding stock
after effecting the name change was 2,500,000 and there are currently have
3,648,038 shares issued and outstanding.

National Companies, Inc. operates as a direct sales company. The Company sells a
range of benefit packages and diversified products through independent marketing
directors and associates. The Company is founded on a universally accepted
distribution concept, the utilization of group buying initiatives to distribute
products at deep discounts to the end consumer. For those seeking an income
opportunity, the Company's carefully structured pay plan allows its Independent
Marketing Directors ("IMD's") to reap the financial rewards of direct sales.

National's Core Business

Direct selling, or network marketing, is one of the most effective marketing

<PAGE>

strategies in the world. Powered by personal relationships, lucrative financial
incentives and time freedom, network marketing business companies are driven by
highly consumable, quality products. Direct sales organizations traditionally
have the ability to grow at rates faster than seen in most other industries.
Direct sales is a powerful and persuasive way to introduce products, generating
strong "word of mouth" validation by directly rewarding consumers for sharing
their excitement about a company's products or services. The industry supports
above average profit margins due to this value-added personal interaction.

The National family of companies is a direct sales and distribution
organization. Its unique ability to aggregate services and products enables the
Company to offer significant discounts through the power of group buying.
National offers a wide variety of market- driven products and services through a
network of associates -- "Team National". The Company has developed its
distribution system based on the one-to-one marketing concept of direct selling,
creating value for the Company and significant revenue for our IMDs.

The Company's products and services include many benefit packages including
automotive discounts, financing, leasing, mortgages, insurance, travel and
vacation packages, telecommunications and much more. Other products include an
array of consumer-oriented products and services including car care products,
dietary and nutritional supplements, personal care jewelry and stained glass.

National offers two benefit packages:

1) A Three-Year Family Benefit Package for the whole family, including the owner
and spouse, their parents and all children (no age limit). A family package
sells for $2,195.00. Financing is also available for this package @ $895 down
and $75.95 per month for 20 months.

2) A Two-Year Individual Benefit Package for the owner and spouse, which has the
same benefits as the family package, sells for $795,00. Financing for this
package includes $95 down and $39.95 per month for 20 months.

As direct sales and distribution organization, National does not engage In
manufacturing activities nor is the Company an underwriter and/or originating
lender for any of its products. All services are purchased directly from
suppliers by National's affidavit companies and independent venders. In this
manner the Company controls all aspects of the supply chain.

The National Marketing Plan

National will continue to grow and develop its market share with a marketing
plan focused on the Company's core business, the sale of benefit packages. The
marketing strategy is at the core of National's success. National understands
that although the benefit programs and the discounted products and services
offered are a key component of the Company's focus, without the proper marketing
and direct sales, these benefits will go unsold. The points listed below are the
constant focus of the National management team:

     *    Emphasis on training and motivation.
     *    Cultivate and attract both new and strong leaders.

<PAGE>

     *    Promote unique offerings of cost-effective products and services.
     *    A pay plan that leads the industry.
     *    Availability and accessibility of executive management.

Independent Marketing Directors

As a direct sales Company, sales of National's products are dependent upon the
efforts of, Team National, the Company's IMDs and associates. Management expects
the number of IMDs and associates to continue to grow as the Company expands and
as distributor recruitment increases. IMD growth is an essential component in
our continued success in the direct selling industry. National believes its
distributor compensation plan is one of the most financially rewarding in the
industry. IMD commissions and bonuses are calculated and paid weekly and monthly
based on volume sales as outlined in the Company's pay plan. Commissions are the
Company's most significant expense. Management believes distributor commissions
as a percent of net sales will remain relatively constant going forward.

National's Compensation Plan

The compensation program is available from the Company. National offers a
"binary" compensation program. In our plan, an IMD is allowed to occupy one or
more "business centers," (Bonus Points and Pay Points) each limited to two
downline legs. Compensation is paid on group volume of the downline legs rather
than a percentage of sales of multiple levels of distributors. Thus, payment is
volume driven rather than level driven. Sales volume must be balanced in the two
legs to be eligible for commissions, which are paid at designated points when
target levels of group sales are achieved. Payment is on a weekly and monthly
basis. National chose a binary compensation structure because of several
important advantages offered by this type of direct sales compensation program.
National's compensation plan is designed to give generous rewards to all levels
of participation. Our generous plan rewards IMDs and generates significant sales
for the Company.

Training

     National has developed professional marketing and training tools to
facilitate the success of every National independent marketing director. Over
the past several years National has developed a highly successful training
program for its IMDs. To address the fact that people communicate in different
ways, the company has developed two methods to allow IMDs to share information:

* The traditional person-to-person method with printed materials, video, audio
tapes, pre-recorded and live phone conversations. And, unique to National,
Chairman Richard Loehr, and the executive management are available to all IMD's
and associates of National Companies to answer their questions.

* For IMD's with computers, National has developed our Internet site,
www.bign.com for online training and downloadable documents.

<PAGE>

Bign.com

National has designed and maintains a state-of-the-art Internet site, Bign.com.
The site has grown quickly and is an important sales tool for the Company and
our IMDs. An eCommerce site, Bign.com is a secure venue where IMDs can recruit
prospects, advertise, and download training materials. The associates can
purchase products, service, price new and used vehicles and more.

Via the internet, IMDs and customers may shop from the comfort of their own
homes 24 hours a day, 7 days a week.

Trademarks, Patents and Proprietary Information

Many of National's products are sold under trade names that are exclusive to
National in order to protect the trade names and prevent them from being used by
other direct sales companies. This strategy provides flexibility in introducing
new products and withdrawing products from the market, and minimizes capital
investment and product liability exposure. In this regard, trademarks protect
many of the products. Other products and services are protected under exclusive
agreements with our business partners. The Company holds no patents.

The Company regards its marketing plan as proprietary and has implemented
protective measures of both a legal and a practical nature to ensure that it
retains that status. The Company derives such protection by contracts with
distributors and by keeping its software program confidential. Access to the
Company's proprietary marketing plan software is limited to those with a need to
know. The Company also seeks to protect its official literature by means of
copyright protection.

Management

National has assembled a trustworthy and dedicated management team comprised of
leaders in their respective industries. These skilled individuals are committed
to accomplishing the goals set forth in this business plan. Refer to Part III,
Item 9. Directors, Executive Officers, Promoters and Control Persons for
biographies of our management.

THE INDUSTRY

National is positioned at the leading edge of several multibillion dollar
industries -- automotive sales and services, healthcare products and services,
nutritional supplements, personal care products, telecommunications, travel,
insurance and financial services. The Company unites these industries through a
direct sales force to provide quality products and services devoid of high
advertising costs and overhead. The Company believes it has both the products
and marketing expertise to aggressively capture a significant share of these
growing industries.

ITEM 2. Description of Property

National Companies, Inc. is headquartered at 4350 Oakes Road, Suite 512, Davie,
Florida, 33314. Principals can be reached at (954) 584-2151. At this time,
National's associated operating companies all operate from these leased offices
which comprise 10,000-sq. ft. in a newly constructed commercial complex. The
Company has an option to renew its lease in 2005 The Data Processing Center was
relocated to the Davie headquarters in June of 2001.

<PAGE>

ITEM 3.           Legal Proceedings

The Company is currently not a party to any pending legal proceedings and no
such action by, or to the best of its knowledge, against the Company has been
threatened.

ITEM 4.           Submission of Matters to a Vote of Security Holders

NONE

PART II

ITEM 5.           Market For Common Equity and Other Shareholder Matters.

The Company is not aware of any existing trading market for its common stock.
The Company's common stock has never traded in a public market. The Company has
a market maker which has filed an application to the NASD for the Company's
shares to be quoted on the OTC Bulletin Board. The Company's application to the
NASD consists of current corporate information, financial statements and other
documents as required by Rule 15c211 of the Securities Exchange Act of 1934, as
amended. Inclusion on the OTC Bulletin Board permits price quotation for the
Company's shares to be published by such service.

If and when the Company's common stock is traded in the over-the-counter market,
most likely the shares will be subject to the provisions of Section 15(g) and
Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange
Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain requirements for transactions in penny stocks and Rule 15g9(d)(1)
incorporates the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.

The Commission generally defines penny stock to be any equity security that has
a market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If the Company's shares are deemed to be a penny stock, trading in the shares
will be subject to additional sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.

For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.

<PAGE>

On March 28, 2002, the Company issued a total of 1,060,688 shares to 76
employees and consultants of the Company pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933.

Dividend Policy

The Company has not declared or paid cash dividends or made distributions in the
past, and the Company does not anticipate that it will pay cash dividends or
make distributions in the foreseeable future. The Company currently intends to
retain and reinvest future earnings, if any, to finance its operations.

Item 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

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. The Company is founded on a universally accepted distribution
concept, the utilization of group buying initiatives to distribute products at
deep discounts to the end consumer. National has developed strategic alliances
which supply products and services to the Company's associates located
throughout the United States. National is one of only 147 companies, which
maintains membership in the prestigious Direct Selling Association (DSA).
Membership in the DSA is granted only to those companies that demonstrate the
highest standards of business practices consistent with association's high
ideals.

The Company experienced a significant increase in market awareness and
subsequent revenue. Revenue increased from the sales of Benefits Package Sales
in excess of 61% in 2001 over 2000 and the income of the company from these
sales, in 2001 was $10,012,000. The Company expected to experience this
increased growth and has adapted its software and computer systems to facilitate
the ease of data entry without the need for additional employees. The cost to
develop our computer programs and office infrastructure was approximately
$345,000. We expect to fully recapture this expenditure in the next 12 to 18
months by way of not having to increase our workforce or office infrastructure.
Funded by a continued increase in revenues the Company expects to remain debt
free.

National's powerful Benefits Package continues to save its associates thousands
of dollars on products and services they're already using. Included in the
package are savings on: Insurance, Overnight Shipping, Extended Service
Contracts and National's private label Thermo Car Care product line and Vita
product personal care line.

<PAGE>

12 Month Plan of Operations

Over the next twelve (12) months the Company will focus on increasing the number
of independent marketing directors and associates located throughout the United
States. National will continue to grow and develop its market share with a
marketing plan focused on the Company's core business, the sale of benefit
packages. The marketing strategy is at the core of National's success. National
understands that although the benefit programs and the discounted products and
services offered are a key component of the Company's focus, without the proper
marketing and direct sales, these benefits will go unsold. The constant focus of
the National management team will include (i) an emphasis in training and
motivation, (ii) cultivating and attracting both new and strong leaders, (iii)
promoting unique offerings of cost-effective products and services, as well as
(iv) making executive management available and accessible.

The Company has adopted internet technology enthusiastically and maintains an
internet site as a means of communication, training and ordering for its
associates. The Company is committed to not losing site of the fact that its
products, services and independent sales force are the hallmarks of the Company.

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

To distinguish National from the competition, the Company plans to identify,
develop and launch additional services, product lines and strategic alliances.
In this regard, the Company is currently researching the feasibility of
establishing a Pet Product Line and Home Mortgages through Wells Fargo. We
continue our strategic alliances with United Parcel Service (UPS(TM)), Uniglobe
Team Travel, Miracle Ear(R), Southeastern Gems, Gold and Diamonds, Lenscrafters,
Devan Lowe, Team National Communications, name brand furniture, major insurance
underwriters and more.

Results of Operations - Full Fiscal Year 2001

Revenues

To date, sale of benefit packages by our IMD's have accounted for substantially
all of the Company's revenues. The Company believes that the main focus of its
revenue came from the innovative marketing of its benefit packages offering
diversified products and services. Our unique ability to aggregate services and
products enables the Company to offer significant discounts through the power of
group buying.

<PAGE>

For the fiscal year ending December 31, 2001, the Company on a consolidated
audited basis derived approximately 92% of its revenue from Benefit package
sales. The Company's ability to achieve revenues in the future will depend in
significant part upon its ability to maintain relationships with and provide
support to, existing and new IMD's. There can be no assurance that the Company's
revenues will increase in the future. Accordingly, the Company's ability to
maintain or increase revenues will depend in part upon its ability to market its
benefit packages and to introduce and sell new products at reduced prices
sufficient to create savings for its associates in the average selling price of
the affiliated company's products.

RECENT FINANCIAL RESULTS

FISCAL 2001 COMPARED TO FISCAL 2000

Revenues for the fiscal year ending December 31, 2001 were $10,852,392. This
represents an increase of 62% as compared to revenues of $6,383,933 for the
fiscal year ending 2000. Income from operations for the fiscal year 2001 was
$126,628 compared to a profit of $520,010 from operations for fiscal year 2000.
Net income for the fiscal year 2001 was $174,388 or $0.07 per share on a basic
basis and a diluted basis. By comparison, net income for the fiscal year 2000
(after Pro Forma Tax) was $330,029 or $0.13 per share on a basic and diluted
basis.

DIRECT COSTS. Direct Costs of services increased by $3,018,240 or 63%, from
$7,761,20 in fiscal 2001 to $4,742,772 in fiscal 2000. As a percentage of
revenues, Direct Costs stayed constant at from 77% in fiscal 2001 to 77% in
fiscal 2000.

Selling, General and Administrative. Selling, general and administrative
expenses increased by $1,843,593 or 164%, from $2,964,744 in fiscal 2001 to
$1,121,151 in fiscal 2000. As a percentage of revenues, selling, general and
administrative expenses were 27% in fiscal year 2001 from 18% in fiscal year
2000. General and administrative expenses increased as a percentage of revenues
primarily because National increased its administrative and labor costs and
professional fees.

Provision for Income Taxes. The provision for income taxes increased from $ 0 in
fiscal 2000 to $ 99,000 in fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

National's operating activities provided cash of $2,026,567 in fiscal 2001,
whereas in fiscal 2000 National's operating activities provided cash of
$1,027,375. In fiscal 2001, cash from operating activities was used for
investing activities for the period. In fiscal 2001, cash from operating
activities resulted primarily from net income of $174,388 and an increase in
revenue received in advance net of prepaid commissions and accounts payable
$1,699,791.

Cash used in investing activities was $1,916,689 in fiscal 2001, and $454,235 in
fiscal 2000. The increased use of cash for investing activities in fiscal 2001
as compared to fiscal 2000 resulted primarily from National's advance to an
affiliate.

National's financing activities used cash of $50,000 in fiscal 2001. In fiscal
2000, National's financing activities used cash of $185,027. This consisted
primarily of $190,709 to purchase the public reporting shell corporation and
cash overdraft. As of December 31, 2001, National had cash of $447,991 and Total
Current Assets of $7,325,608 and Total Current Liabilities of $6,682,785.

<PAGE>

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

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

Item 7  FINANCIAL STATEMENTS

     The Financial Statements of The National Companies, Inc., and Notes to
Financial Statements together with the Independent Auditor's Report of Robert
Jarkow, Certified Public Accountant, 3111 North Andrews Avenue, Ft. Lauderdale,
Florida 33309, required by this Item 7 commence on page F-1 hereof and are
incorporated herein by this reference. The Financial Statements filed as part of
this Annual Report on Form 10-KSB are listed in the Index to Financial
Statements below:

                           NATIONAL COMPANIES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

             January 15, 1999 (Inception) to December 31, 1999 Year
                             Ended December 31, 2000

                           NATIONAL COMPANIES, INC.

                                Table of Contents

Independent Auditor's Report                                       1

Consolidated Balance Sheet                                         2

Consolidated Statements of Operations                              3

Consolidated Statement of Shareholders' Deficit                    4

Consolidated Statements of Cash Flows                              5

Notes to Consolidated Financial Statements                        6-8

<PAGE>


                                  ROBERT JARKOW
                           CERTIFIED PUBLIC ACCOUNTANT

                            3111 North Andrews Avenue
                         Fort Lauderdale, Florida 33309

                                 (954) 630-9070


                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
National Companies, Inc.

          I have audited the accompanying consolidated balance sheets of
National Companies, Inc. as of December 31, 2001 and 2000 and the related
statements of operations, shareholders' deficit, and cash flows for the years
then ended. 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 audits.

           My audits were conducted in accordance with auditing standards
generally accepted in 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
audits provide a reasonable basis for my opinion.

          In my opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
National Companies, Inc. as of December 31, 2001 and 2000, and the results of
its operations and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

March 22, 2002

<PAGE>


                            NATIONAL COMPANIES, INC.

                           CONSOLIDATED BALANCE SHEET

                           December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                     ASSETS

       Current Assets                                                                                   2001           2000
                                                                                                    --------------  ------------
<S>                                                                                                   <C>            <C>
            Cash                                                                                         $447,991      $388,113
            Prepaid commissions                                                                         4,734,208     3,920,035
            Advance to related company                                                                  2,143,409       465,634

                                                                                                    --------------  ------------
                  Total current assets                                                                  7,325,608     4,773,782

       Prepaid commissions-long term                                                                    3,424,093       843,960

       Data Base and Web Site- net of accumulated amortization of $57,000 in 2001 and $38,000 in 2000      38,000        57,000

       Equipment and leasehold improvements-
             net of accumulated depreciation of $ 44,388 in 2001 and $10,000 in 2000                      209,526         5,000
                                                                                                    --------------  ------------

                                                                                                      $10,997,227     5,679,742
                                                                                                    ==============  ============
                       LIABILITIES & SHAREHOLDERS' DEFICIT

       Current Liabilities

            Accounts payable and accrued liabilities                                                     $258,688      $232,481
            Income tax payable                                                                             99,000             -
            Revenue received in advance                                                                 6,325,097     4,871,553
            Due to shareholder                                                                                  -        50,000
                                                                                                    --------------  ------------
                  Total current liabilities                                                             6,682,785     5,154,034
                                                                                                    --------------  ------------

       Revenue received in advance-long term                                                            4,651,248     1,036,902
                                                                                                    --------------  ------------
       Shareholders' Deficit

            Common stock-par value $.001; 10,000,000 shares authorized,
                 2,500,000 issued and outstanding                                                          44,682        44,682
            Deficit                                                                                      -381,488      -555,876
                                                                                                    --------------  ------------
                  Total shareholders' deficit                                                            -336,806      -511,194
                                                                                                    --------------  ------------

                                                                                                      $10,997,227     5,679,742
                                                                                                    ==============  ============
</TABLE>

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

                                       -2-

<PAGE>

                            NATIONAL COMPANIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                                                  2001              2000
                                                                                              --------------   ---------------
      Revenue
<S>                                                                                              <C>               <C>
           Benefit Package Sales                                                                 $9,971,355        $6,146,752

           Commissions-related party                                                                541,935           237,181

           Other                                                                                    339,102                  -
                                                                                              --------------   ---------------

                Total revenue                                                                    10,852,392         6,383,933

      Direct costs                                                                                7,761,020         4,742,772
                                                                                              --------------   ---------------

                Gross profit                                                                      3,091,372         1,641,161

      Selling, general, and administrative expenses                                               2,964,744         1,121,151
                                                                                              --------------   ---------------

           Income from operations                                                                   126,628           520,010

           Interest income                                                                          146,760             8,819
                                                                                              --------------   ---------------

                Income before Income Tax                                                            273,388           528,829

      Provision for Income Tax                                                                       99,000                 *
                                                                                              --------------   ---------------

                Net income                                                                         $174,388          $528,829
                                                                                              ==============   ===============

      Earnings per share-basic                                                                        $0.07             $0.21
                                                                                              ==============   ===============

      Weighted - average common shares outstanding                                                2,500,000         2,500,000
                                                                                              ==============   ===============
      Pro forma Tax (Unaudited):
           The Pro forma Tax is computed as if the Company was taxed for the
              year 2000 as a conventional Corporation under the Internal Revenue
              Code.

                   Income before income tax                                                                          $528,829

                   Provision for Income Tax                                                                           198,800
                                                                                                               ---------------
                   Net Income                                                                                        $330,029
                                                                                                               ===============

           Basic earnings per share                                                                                     $0.13
                                                                                                               ===============
</TABLE>

           *  No provision was made for income tax because the Company was an S
              Corporation for 2000. Accordingly, the income was included in the
              personal income tax return of the shareholder.

                 The accompanying notes are an integral part of
                           these financial statements.
                                       -3-

<PAGE>

                            NATIONAL COMPANIES, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT

                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                                            Common Stock
                                                                                    ---------------------------
                                                                                       Shares        Amount        Deficit
                                                                                    -------------  ------------  -------------
<S>                                                                                    <C>             <C>        <C>
     Balance December 31, 1999                                                         2,500,000       $44,682    -$1,084,705

         Net income for the year ended December 31, 2000                                                              528,829
                                                                                    -------------  ------------  -------------

     Balance December 31, 2000                                                         2,500,000        44,682       -555,876

         Net income for the year ended December 31, 2001                                                              174,388

                                                                                    -------------  ------------  -------------
     Balance December 31, 2001                                                         2,500,000       $44,682      -$381,488
                                                                                    =============  ============  =============
</TABLE>

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

                                       -4-

<PAGE>

                            NATIONAL COMPANIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                      Years Ended December 31, 2001 & 2000
<TABLE>
<CAPTION>
                                                                                       2001               2000
                                                                                   --------------     --------------
Cash flows from operating activities
<S>                                                                                   <C>                <C>
       Net income                                                                       $174,388           $528,829
       Adjustments to reconcile net income  to net cash
         provided by operating activities
             Depreciation and amortization                                                53,388             24,000
             (Increase) in prepaid commissions                                        -3,394,306         -2,381,116
             Increase in accounts payable and accrued liabilities                         26,207            166,179
             Increase in income tax payable                                               99,000                  -
             Increase in revenue received in advance                                   5,067,890          2,689,483
                                                                                   --------------     --------------
                  Total adjustments                                                    1,852,179            498,546
                                                                                   --------------     --------------

                  Net cash provided by operating activities                            2,026,567          1,027,375
                                                                                   --------------     --------------

Cash flows from investing activities
       Advances to related company                                                    -1,677,775           -454,235
       Purchase of assets                                                               -238,914                  -
                                                                                   --------------     --------------
                  Net cash (used) by investing activities                             -1,916,689           -454,235
                                                                                   --------------     --------------

Cash flows from financing activities
       (Decrease) in cash overdraft                                                                     -  -115,709
       Repayment of loan from shareholder                                                -50,000                  -
       Capital contribution                                                                             -     5,682
       Acquisition of public shell                                                                      -   -75,000
                                                                                   --------------     --------------
                  Net cash (used) by financing activities                                -50,000           -185,027
                                                                                   --------------     --------------

Net increase in cash                                                                      59,878            388,113

Cash - beginning                                                                         388,113                -0-
                                                                                   --------------     --------------

Cash - end                                                                               447,991            388,113
                                                                                   ==============     ==============

Supplemental disclosures of cash flow information:

       Interest paid                                                                           -             $4,500
                                                                                   ==============     ==============
</TABLE>

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

                                       -5-

<PAGE>

                            NATIONAL COMPANIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 and 2000

Note 1. Public Entity

          On December 28, 2000, an inactive public shell corporation, Focus
Financial Group, Inc. (formed November 18, 1999), with no assets or liabilities,
was acquired by a privately held operating company. The public company changed
its name to Nationwide Companies, Inc. and subsequently to National Companies,
Inc. The owners of the private company received 80% of the public entity in
exchange for 100% of their stock in the private company and the privately owned
company became a wholly owned subsidiary of the public entity.

          The transaction was accounted for as a reverse acquisition, which is a
capital transaction and not a business combination. Accordingly, the recorded
assets, liabilities, and operations of the private company were carried forward
at historical amounts and the equity was restated to give effect to the
transaction from inception.

Note 2. Summary of Significant Accounting Policies

Nature of Operations

           The Company is a direct sales organization which sells benefit
packages which allows the Company's Associates to purchase products and services
through affiliated companies and third party vendors.

Principles of Consolidation

          The consolidated financial statements include amounts of the
subsidiary. All intercompany accounts and transactions have been eliminated in
the consolidation.

Use of Estimates

           Use of estimates and assumptions by management is required in the
preparation of financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those estimates and
assumptions.

     Revenue Recognition of Benefit Package Sales, Direct Costs and Other Income
Benefit Package sales, and associated Direct Costs (consisting of commissions),
are deferred and recognized over the term of the membership period (two or three
years) on the straight line basis (because the Associates buying patterns are
random and cannot be predicted).

         Other income consists of (1) business packages, which assist the
independent marketing director to present the Company to prospective new
Associates and (2) access by the independent marketing directors to the
Company's data base for his/her's history of sales. Income is recognized when
payment is received.

                                       -6-

<PAGE>

                             NATIONAL COMPANIES, INC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 and 2000

Note 2. Summary of Significant Accounting Policies (continued)

Cash Concentration

          The Company maintains its cash in bank deposit accounts which may
exceed the $100,000 federally insured limits.

Data Base and Web Site

           The data base and web site was recorded at $95,000, which was the
cost to the contributing shareholder. Amortization is computed using the
straight-line method over the five year estimated useful life. Maintenance of
the web site is expensed as occurred.

Equipment and Leasehold Improvements

           Equipment in 2000 is recorded at $15,000, which was the cost to the
contributing shareholder. Depreciation is computed using the straight-line
method over the three year estimated useful lives of the assets. Additions for
2001 are as follows: (1) Equipment of $146,170 purchased in 2001 is depreciation
using the straight-line method over the three and five year estimated useful
lives; (2) Leasehold improvements of $49,183 is being depreciated using the
straight-line method over the five year life of the lease; and (3) The Corvette
purchase of $42,921 in 2001 (for a promotional prize) is recorded at estimated
residual value and is expected to be sold upon the return from the recipient in
2002.

Earnings Per Share

           Earnings per share is calculated by dividing net income by the
average number of shares outstanding during the period.

          At December 31, 2001 and 2000 there are no shares that would cause a
dilution of earnings per share.

Reclassification

          Certain amounts for 2000 has been reclassified to conform to the
current year presentation.

Note 3. Benefit Package Contracts

          In March 2001, the Company began a time payment program for Benefit
Package sales. The contracts are payable over 20 months bearing interest at 18
percent. The amount of contracts entered into during 2001 were $5,652,270, with
the balance to be collected at December 31, 2001 of $3,579,984. The receivables,
and corresponding commissions payable, are not recorded, in compliance with the
Securities and Exchange Commissions Staff Accounting Bulletin No. 101, until
received.

                                       -7-

<PAGE>

                             NATIONAL COMPANIES, INC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 and 2000

Note 4. Commitments

          Long-Term Operating Lease - The Company has a commitment under a lease
for office space, expiring on August 31, 2006. The following summarizes the
future minimum lease payments under the non-cancelable operating lease
obligation: for 2002 is $65,412; 2003 is $67,854; 2004 is $70,924; 2005 is
$73,770 and 2006 is $50,484.

          Rent expense for 2001 and 2000 was approximately $59,924 and $29,700,
respectively.

Note 5. Related Party Transactions

          Affiliated companies - The majority of the Company's products and
services are supplied by companies that are owned by the Company's majority
shareholder, president and Chairman of the Board of the Company. The affiliated
companies sell only to the Company's Associates. No revenue is realized by the
Company for product or service sold by theses affiliates, except that one
affiliate pays a commission, based on product sales, to the Company. The revenue
received by the Company from this affiliate is reflected in the Statement of
Operations as Commissions.

         At December 31, 2001, The Company had advanced to an affiliate,
interest free, $2,143,409. The balance is anticipated to be repaid before the
end of 2002.

          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 through two health care providers to Associates
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. Our understanding is as of March 22, 2002 neither plan is
operating or paying claims. The amount of unpaid claims that the Company is
aware of as of March 22, 2001 is approximately $652,000.

          Management is unable to assess the effect, if any, of this matter will
have on the Company. Accordingly, no provision has been made in these financial
statements in this matter.

                                       -8-

<PAGE>

                             NATIONAL COMPANIES, INC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 and 2000

Note 5.  Income Tax

     Prior to the reverse acquisition, the privately held company was an S
Corporation under the Internal Revenue Code. Accordingly, it was not responsible
for payment of Income Tax for the year 2000.

     At December 31, 2001 and 2000, there are no items that give rise to
deferred income taxes. At December 31, 2001 the effective tax rate is 36%.

                                       -9-

<PAGE>

PART III

ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

The members of the Board of Directors of the Company serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of the Company are
as follows:
<TABLE>
<CAPTION>

Name                                Age              Position
----                                ---              --------
<S>                                 <C>              <C>
Richard Loehr                       59               Chairman and Chief Executive Officer
Douglas J. Borr                     59               Vice President
Lynda M. Davis                      47               Vice President and Secretary
Angela Loehr Chrysler               30               Director
Carol Boozer                        48               Comptroller
Richard Chrysler                    60               Director
Robert Fason                        43               Director
Les Whitaker                        43               Director
</TABLE>

Richard (Dick) Loehr is National's Chairman and Chief Executive Officer with
responsibility for the day-to-day operations of the Company. Mr. Loehr designed
National's Benefits Program. Dick Loehr's career began as a teenage champion
drag racer who, through fate or good luck, caught the eye of Henry Ford, II.
Ford admired Loehr's competitiveness and tireless work ethic, At Ford, Mr. Loehr
spent a good deal of time as the head of the Ford Racing Team. During this time,
Loehr acquired his management skills by emulating his mentor, Henry Ford. Loehr
successfully practices those skills today at National.

Following his outstanding racing career, Loehr remained in the automobile
industry as the owner of successful automobile dealerships in Michigan. While
the owner of a Chrysler dealership, Loehr met Lee Iococca, forging a strong
friendship and business relationship with this American legend. Iococca so
valued Loehr's abilities that he tapped him to head a massive fund raising
campaign to restore the Statue of Liberty.

Douglas J. Borr is vice president of Team National with responsibility for
developing the Company's multi-dimensional benefits packages. Mr. Borr is a
capable and experienced businessman. His relationship with Mr. Loehr goes back
to kindergarten confirming him as a loyal executive of the Company.

Mr. Borr, initially began his business affiliation with Mr. Loehr in 1970 as a
salesman in one of Mr. Loehr's automobile dealership. He was quickly promoted to
sales manager and subsequently general manager of Mr. Loehr's Mazda, AMC, Jeep
and RV dealership. Mr. Borr's leadership, foresight and ability to adjust to
changing market trends brought many awards and commendations for the Loehr
dealership, including the distinction as the number one Recreation Vehicle
Dealership in the State of Michigan.

Mr. Borr remained general manager of the Loehr dealership until 1983 when he
resigned to purchase his own AMC Jeep dealership in Grand Rapids, Michigan. Mr.
Borr achieved significant success with this dealership, developing the business
to one of the top five AMC Jeep dealerships in the state. He sold the dealership
in 1988. From 1989 to 1991, Mr. Borr enjoyed semi-retirement. In 1991, he
purchased a manufacturing plant, becoming president and chairman. He took this
floundering plant, turned it around and developed it into a highly efficient and
profitable business entity, which he sold in 1994.

<PAGE>

In 1995, Mr. Borr renewed his business relationship with Mr. Loehr resulting in
the formation of Nations Auto Fleet, Inc. and subsequently the development of
the entire National benefits packages. Mr. Borr has been instrumental in
negotiating all of the contracts the Company establishes with its providers. His
skills are essential in procuring the best prices and products for National
Associates.

Lynda M. Davis is the Company's vice president and secretary. She joined
National in 1996. Ms. Davis began her business career with Continental Homes of
Chicago. At age 20, she became the Company's youngest sales manager with
responsibility for Continental's Subdivision division. She was awarded that
company's prestigious Million-Dollar Circle Award with gross sales of almost two
million dollars (when the average cost of a home in her subdivision at that time
was $30,000.)

In 1978 Ms. Davis took a position with Eastern Airlines. She was quickly
promoted to training flight attendant with responsibility for the training and
coordination of crews on each flight, as well as hands on instruction of new
flight attendants. In 1989, Ms. Davis became a head flight attendant for
American Airlines. In 1990, she joined American's International Division. In
1994, Ms. Davis was honored with American's prestigious Professional Flight
Attendant Award. Ms. Davis retired in 1995.

Carol Boozer is National's vice president and treasurer. She is responsible for
all financial bookkeeping and reporting. At this time, Ms. Boozer reports
directly to the chief executive officer. Ms. Boozer began her professional
career in 1969. She worked in the automobile industry with various
responsibilities until 1982 when she moved to Michigan. In Michigan, Ms. Boozer
was hired by Richard Loehr as billing clerk and later office manager at one of
his dealerships. After Mr. Loehr sold his dealerships, Ms. Boozer remained with
the new owner until 1991. Ms. Boozer relocated to South Florida and was
instrumental in establishing Nations Fleet, an affiliated company of The
Company.

Dick Chrysler, Director was elected to the United States House of
Representatives in 1994. He was one of only four people in the entire Congress
with a background in manufacturing. He introduced the first bill on the first
day in the 104th Congress that began the "Contract with America." In 1976, Dick,
beginning in his living room founded Cars & Concepts which became Livingston
County's largest employer with over 1,200 employees. In 1986, he sold Cars &
Concepts to his employees. At that time the company had manufactured over one
million vehicles for General Motors, Ford, and Chrysler Corporation, and 60% of
all the convertibles in the world were produced by Dick's company. He has a
number of patents in the automotive industry.

Dick ran for Governor of the state of Michigan in 1986 and lost by 60,000 votes
in a state of 6 million voters in his first attempt at elected office. He built
a church for the First Presbyterian Church of Brighton. Then started a company
that builds police vehicles called Cruisers with his two sons Rick and Phil,
which they still own and operate today. Dick is currently President of The Ideal
Group, a minority owned steel company that has doubled it's size to $75,000,000
in the last year.

Dick is a member of the board of directors of the Michigan National Bank, and
vice chairman of Cleary College.

Angela Loehr Chrysler is vice president of National Travel Services, Inc. (a
UNIGLOBE Team Travel franchise and National's newest affiliated Company). Ms.
Chrysler, the daughter of chairman and CEO Richard Loehr, is an experienced
executive with an impressive professional background in sales and marketing. Ms.
Chrysler's responsibilities include all aspects of running a travel business:
sales, management, finance, Web maintenance and training.

Ms. Chrysler began her professional career in 1994 as a sales administrator for
L&W Engineering, an automotive engineering company. In September 1996 until
December 2000, Ms. Chrysler was involved in medical sales. She was first a
territorial sales representative for RHEIN Medical, an ophthalmic instrument
company with responsibility for managing approximately 300 accounts. She
subsequently became an independent representative for Midwestern STAAR in
Cincinnati, Ohio. STAAR manufactures injectable intraocular lenses. Ms. Chrysler
managed approximately 250 STAAR accounts including all current accounts covering
Southern Michigan.

<PAGE>

From January 2000 until September 2000, Ms. Chrysler was the regional physician
sales representative for Healtheon/WebMD, an Internet health services and
information company headquartered in Atlanta, Georgia. Ms. Chrysler's
responsibilities included in-service training for nurses and staff in the use of
the WebMD Web site and its services. Her territory included approximately five
counties in Michigan with over 6,000 accounts. Ms. Chrysler left WebMD to help
found National Travel Services.

Ms. Chrysler holds a Bachelor of Science degree from Florida Atlantic
University.

Robert Fason is a member of National's board of directors, he is National's
national sales manager and the Company's undisputed top producer. Mr. Fason's
rise within National is unprecedented in the history of the Company. Mr. Fason
joined National in 1997 following a successful six-year career with National
Safety Associates (NSA), including membership on the company's President's
Advisory Council and Executive Committee. For ten years, prior to joining NSA
Mr. Fason was a dairy farmer in Mount Vernon, Arkansas.

Les Whitaker is a member of National's board of directors, as well as a regional
director and member of National' prestigious Chairman's Circle. He received the
Company's Platinum Presidential Award as recognition for his financial success.
From 1982 until 1997, Mr. Whitaker was a successful direct marketing distributor
for Amway Corporation. He later became the number one producer in the United
States for Jewelway International serving as that company's national sales
trainer. Mr. Whitaker holds a Bachelor of Science degree and a Master's degree
in Civil Engineering from Oklahoma State University. He began his professional
career as a partner in a highly successful engineering consulting firm.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership, of Common Stock and other equity
securities of the Company on Forms 3, 4, and 5, respectively. Executive
officers, directors and greater than 10% shareholders are required by Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, Mr. Loehrs comprising all of the Company's
executive officers, directors and greater than 10% beneficial owners of its
common Stock, have complied with Section 16(a) filing requirements applicable to
them during the Company's most recent fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation paid by the
Company to its Chief Executive Officer and all other executive officers for
services rendered. No salaries are being paid at the present time, and will not
be paid unless and until there is available cash flow from operations to pay
salaries. There were no grants of options or SAR grants given to any executive
officers during the last fiscal year.

<PAGE>

Annual Compensation
-------------------
<TABLE>
<CAPTION>

Name and Position                           Salary            Bonus            Annual Deferred Salary
-----------------                           ------            -----            ----------------------
<S>                                         <C>               <C>              <C>
Richard Loehr, Chairman & CEO               $   0             $   250,000      $      0
</TABLE>

ITEM 11.          SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of the Company as of the date of this
disclosure(1), by (i) each person who is known by the Company to be the
beneficial owner of more than five percent (5%) of the issued and outstanding
shares of common stock, (ii) each of the Company's directors and executive
officers, and (iii) all directors and executive officers as a group.

Name and Address        Number of Shares     Percentage Owned(1)
----------------        ----------------      ----------------
Richard L. Loehr                 2,000,000            54.82 %
Chairman and CEO

Douglas J. Borr                    200,000              5.48%
Vice President

Lynda M. Davis                     100,000              2.74%
Vice President
and Secretary

Carol Boozer                       100,000              2.74%
Vice President
and Treasurer

Angela Loehr Chrysler              105,000              2.88%
Director

Richard Chrysler                     5,000               .14%
Director

Robert Fason                        33,882               .93%
Director

Les Whitaker                         8,098               .22%
Director

Shelley & Peter Goldstein(2)       238,000              6.52%

All Directors, Officers
and 5% Shareholders as
a Group                          2,789,980             76.47%

(1) Table is based on current outstanding shares of 3,648,038 as of March 29,
2002.

(2)Shelley Goldstein is our former sole executive and director. Mrs. Goldstein
and her husband, Peter Goldstein, are the controlling shareholders of Goldco
Properties, Ltd which owns 100,000 shares and Mr. Goldstein owns directly 1,000
shares. Combined with Ms. Goldstein's direct ownership interest, Shelley
Goldstein and Peter Goldstein beneficially own, as determined in compliance with
SEC rules, 238,000 shares.

<PAGE>

Item 12.          Certain Relationships and Related Transactions

National controls the supply of products and services through the affiliated
operating companies owned and operated by National chairman and chief executive
officer, Richard Loehr.

Team National Products, Inc.,

o    Team National Products, Inc. f/k/a Loehr's Auto Consulting, Inc. provides
     products jewelry, nutritional products, car care products, and telephone
     services to National. This affiliated company is also responsible for
     training materials, and for the National apparel line.

National Automotive, Inc.

o    National Automotive, Inc., f/k/a Nation's Auto Fleet provides support
     services to The National Companies. Services and products include
     automotive sales and leasing, warranties, and financing.

National Travel Consultants, Inc.

o    The National Companies offers travel and vacation plans through its
     wholly-owned subsidiary National Travel Services, Inc. This company is a
     franchisee of UniGlobe Travel.

National Health Plans Plus, Inc.

o    The National Companies recently established National Insurance Group, Inc.
     to design innovative insurance products for the Company. These products,
     provided by an A+ rated US insurance company, include critical care,
     Medicare, dental, health and term life insurance and are an important
     component in the Company's product mix.

Item  13.  Exhibits  and  Reports  on  Form  8-K

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.    Description
-----------    ----------------------------------------------------

3(i).1         Articles  of  Incorporation  filed  November 18,  1999

3(ii).1        By-laws

NEED TO ADD EXHIBITS HERE-

(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.

(b) The Company filed a Form 8-K on January 12, 2001 with the Securities and
Exchange Commission to disclose the consummation of a Reverse Acquisition and
Reorganization of such date. An 8-K Amendment was subsequently filed on March 6,
2001 incorporating the Audited Consolidated Financials of the combined entities.

<PAGE>

                                   SIGNATURES
                                   ----------

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         THE NATIONAL COMPANIES, INC.
                                         (Registrant)


Date:    April 11, 2002                   By: /s/ Richard L. Loehr
                                         -----------------------------------
                                            Richard L. Loehr, Chairman & CEO


Date:    April 11, 2002                   By: /s/ Lynda M. Davis
                                         -----------------------------------
                                            Lynda M. Davis, Vice President and
                                            Secretary


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Date                   Signature                       Title


April 11, 2002          By: /s/ Richard L. Loehr
                       --------------------------
                        Richard L. Loehr,                Chairman of the Board


April 11, 2002          By: /s/ Angela Loehr Chrysler
                       ------------------------------
                        Angela Loehr Chrysler,           Director


April 11, 2002          By: /s/ Richard Chrysler
                       --------------------------
                        Richard Chrysler,                Director


April 11, 2002          By: /s/ Robert Fason
                       -----------------------
                        Robert Fason,                    Director


April 11, 2002          By: /s/ Les Whitaker
                       ------------------------
                        Les Whitaker,                    Director