FORM 10-KSB
         SECURITIES AND EXCHANGE COMMISSION
             Washington, D.C. 20549
 [X] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
        THE SECURITIES EXCHANGE ACT OF 1934
        For the fiscal year ended: 3/31/02
                       OR
[ ]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to

      Commission file number -  000-26361

        Creative Beauty Supply, Inc
(Exact name of Registrant as specified in its
charter)
<TABLE>
<CAPTION>

                             <c>                      <c>
NEW JERSEY                                            22-3392051
(State or other    (Primary Standard Industrial    (I.R.S. Employer
jurisdictions       Classification Code Number)  Identification number)
of incorporation
or organization
</TABLE>


380 Totowa Road, Totowa, NJ             07512
(Address of principal                 (Zip Code)
executive offices)

                 Telephone:  973-904-0004
 (Registrant's telephone number, including area
code)

Securities registered pursuant to
    Section 12(b) of the Act:           None
Securities registered pursuant  to
     Section 12(g) of the Act:         Common
Stock, $.001 par value

Check whether the Company (1) has filed all
reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the
preceding 12 months (or such shorter period that
the Company was required to file such reports),
and (2) has been subject to such filing
requirements for at least 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
is not contained in this form, and no disclosure
will be contained, to the best of Company's
knowledge, in definitive proxy or information



<PAGE>2

statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [x]

The Company's revenues for its most recent fiscal
year were $216,087. As of March 31, 2002, the
market value of the Company's voting $.00l par
value common stock held by non-affiliates of the
Company was $1,318,911.

The number of shares outstanding of Company's
class of common stock, as of March 31, 2002 was
3,494,650 shares of its $.001 par value common
stock.

Check whether the Issuer has filed all documents
and reports required to be filed by Section 12, 13
or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed
by a court.
Yes  __x__  No _____

The exhibits are incorporated into the text by
reference.

Transitional Small Business Disclosure Format
(check one)
 Yes                No     x
     --------          --------




<PAGE>3

                                    PART I
ITEM 1.    BUSINESS - General

A.   The Company was incorporated in New Jersey on
August 28, 1995.   On March 15, 1996, the Company
effectuated a 45,392 for 1 stock split.   There
have been no other material events in the
development of the Company (including any material
mergers or acquisitions) since inception.   There
are no pending or anticipated mergers,
acquisitions, spin-offs or recapitalizations.   On
February 26, 1997, the Company's officers
surrendered 7,543,000 Common Shares.   The issued
and outstanding shares were reduced from
11,348,000 to 3,805,000.   An additional 795,000
common shares were subsequently issued.   On July
1, 1997, the Company effectuated a 1 for 2.5
reverse stock split reducing the then issued and
outstanding shares from 4,600,000 to
1,840,000, subsequently issuing another 24,650
shares from March 30, 1998 through July 26, 1998
bringing the total issued and outstanding
shares to 1,864,650.   During fiscal year ended
March 31, 2002, 1,630,000 common shares were
issued bringing the total issued and outstanding
common shares at March 31, 2002 to 3,494,650.

Corporate Operations.    The Company operates as a
cosmetic and beauty supply distributor at both the
retail and wholesale levels. The Company's various
beauty and cosmetic products are purchased by it
from a number of unaffiliated suppliers and
manufacturers and thereafter sold on its premises
to retail "walk-in" customers or directly to
beauty salons.

Products.   The Company's beauty and cosmetic
products primarily consist of the following items:
Shampoos, conditioners, mousse, setting/styling
and spray gels, lotions, lipstick and nail
products and hair sprays as well as such beauty
and cosmetic related appliances as blow dryers,
curling irons, mirrors, air diffusers and hair
trimmers.   Many of the aforesaid products (at
least 80%) may be considered to be "national"
brands bearing consumer recognition with respect
to the their respective names.   Such consumer
recognition of such "brand" names is considered by
the Company to be of assistance to it with respect
to sale of such products since consumer
recognition is advanced by national brand media
advertising (at no cost to the Company but to the
Company's benefit) when potential customers are
already familiar with the product as a result of
media advertising.

<PAGE>4

Suppliers.   The above indicated products are
purchased by the Company from a number of
unaffiliated suppliers and management of the
Company does not contemplate or anticipate any
significant difficulties with its ability to
purchase such products from its current suppliers
and/or from replacement and/or additional
suppliers if and when necessary or advisable.
The Company does not have any written agreements
with any of its suppliers.   During the most
current year (2002) the Company purchased
approximately 59% of its products from one
supplier.   Management believes that other
suppliers could provide similar products on
comparable terms.  A change in suppliers, however,
could cause a delay in obtaining merchandise and
possible loss of sales that could effect operating
results.

Distribution.   The Company is currently
distributing its products to approximately 200
nail and beauty salons.   Its territory is
principally and almost exclusively located within
the northern and central portion of the State of
New Jersey, in the counties of Essex,
Hudson, Bergen, Passaic, Morris and Union.

The Company sells cosmetic and beauty supplies,
both on the retail and wholesale levels to beauty
salons and to the general public.

Wholesale sales consist of sales to beauty salons
of merchandise for resale.  Sales of merchandise
to beauty salons for their own consumption, not
for resale, are considered retail sales.   All
sales to the general public are also considered
retail sales.

Net sales are summarized as follows:
                    2002             2001
                  --------         --------
Retail            $124,936         $133,501
Wholesale           91,151          106,919
                 ---------        ---------
                  $216,087         $240,420
                 =========        =========
Competition.   Competition is based on price.  The
Company's price ranges of its various products are
within the manufacturer-suggested prices, services
and product lines.  The Company is competing with
established companies and other entities (many of
which may possess substantially greater resources
than the Company).   Almost all of the companies

<PAGE>5

with which the Company competes are substantially
larger, have more substantial histories,
backgrounds, experience and records of successful
operations, greater financial, technical,
marketing and other resources, more employees and
more extensive facilities than the
Company now has, or will have in the foreseeable
future.  It is also likely that other competitors
will emerge in the near future.  There is no
assurance that the Company's products will compete
successfully with other established and/or well-
regarded products. Inability to compete
successfully might result in increased costs,
reduced yields and additional risks to the
investors herein.

Marketing.   The Company has no formal marketing
plan and no sales representatives.   The Company's
products will be marketed through catalog
advertising to the salon industry and special
promotions.     The salons order and receive their
products weekly.   No customer accounts for more
than 20% of sales and there are no existing sales
contracts.

Backlog.   The Company services its wholesale
accounts on two days notice. There is no backlog.
If the Company does not have a specific item, it
is back ordered until the next delivery.

Employees.   The Company currently has one full-
time employee and one part-time employee.

The Company's operations do not depend nor are
they expected to depend upon patents, copyrights,
trade secrets, know-how or other proprietary
information.   No amounts have been expended by
the Company for research and development of any
products nor does the Company expect to expend any
amounts this year or in the near future.

The Company's business, products and properties
are not subject to material regulation (including
environmental regulation) by federal, state, or
local governmental agencies.

Seasonal Nature of Business Activities.   The
Company's business activities are not seasonal.



<PAGE>6

ITEM 2.  PROPERTIES.

The Company's executive offices and showroom are
located at 380 Totowa Road, Totowa, New Jersey
07512.  Telephone No. (973) 904-0004.   These
offices consist of 1,400 square feet on a lease
term.   The Company has a lease for a term of
three (3) years commencing May 1, 1999 at a
monthly rental of $1,200 per month for the first
twelve (12) months and $1,300 a month for each of
the remaining twenty four (24) months.    Total
rent charged to operations for the years ended
March 31, 2002 and 2001 was $15,204 each year.

In April 2002, the Company renewed its lease for a
term of two (2) years commencing May 1, 2002 at a
monthly rental of $1,300 per month.

The Company owns its delivery vehicle and the
computers used in the operation of the business.

ITEM 3.    LEGAL PROCEEDINGS.

The Company is not involved in any legal
proceedings at this date.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.

During the fourth quarter of the fiscal year ended
March 31, 2002, no matters were submitted to a
vote of the Company's security holders, through
the solicitation of proxies.



<PAGE>7
                 PART II

ITEM 5.    MARKET FOR COMPANY'S COMMON EQUITY AND
RELATED STOCKHOLDER
MATTERS

Market Information.    The Company began trading
publicly on the NASD Over the Counter Bulletin
Board in October 2001.

The following table sets forth the range of high
and low bid quotations for the Company's common
stock for each quarter since trading began, as
reported on the NASD Bulletin Board.    The
quotations represent inter-dealer prices without
retail markup, markdown or commission, and may not
necessarily represent actual transactions.
<TABLE>
<CAPTION>
        Quarter  Ended          High Bid      Low Bid
                <S>               <c>          <c>

             12/31/01             $.86         $.80
              3/31/02             $.75         $.72
</TABLE>

The Company has never paid any cash dividends nor
does it intend, at this time, to make any cash
distributions to its shareholders as dividends in
the near future.

As of March 31, 2002, the number of holders of
Company's common stock was 114.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Trends and Uncertainties.  Demand for the
Company's products will be dependent on, among
other things, market acceptance of the Company's
concept and general economic conditions, which are
cyclical in nature.  Inasmuch as a major portion
of the Company's activities is the receipt of
revenues from the sales of its products, the
Company's business operations may be adversely
affected by the Company's competitors and
prolonged recessionary periods.

Hair styles in the industry change drastically
from season to season.   The recent trend away
from straight hair will have a favorable impact on
the sales of the Company's hair products such as
perms, etc. although the extent of this impact is
indeterminable.



<PAGE>8

Capital and Source of Liquidity.   In April 2002,
the Company renewed its lease for a term of two
(2) years commencing May 1, 2002 at a monthly
rental of $1,300 per month.

For the year ended March 31, 2001, the Company had
a non-cash financing activity of $173,750 for
forgiveness of debt by stockholders.

For the year ended March 31, 2001, the Company
made an investment in marketable securities of
$50,000 resulting in net cash used in investing
activities of $50,000.

For the year ended March 31, 2002, the Company
received proceeds from the sale of marketable
securities of $75,000 resulting in net cash
provided by investing activities of $75,000.

In August 2001, the Board of Directors approved
the issuance of 1,130,000 stock options to its
president and two consultants.  The options were
exercisable at $.12 per common share and granted
for the consideration of $10 per individual.   In
December 2001, the options were granted at which
time additional paid-in-capital was charged for
$308,500 ($.27 per common share) for the excess of
market value over the option price.   Officer
salaries were charged for $136,530 and consulting
fees for $171,990.

For the year ended March 31, 2002, the Company
issued common stock and options for $135,630
resulting in net cash provided by financing
activities of $135,630.

For the year ended March 31, 2001, the Company did
not pursue any financing activities.

Results of Operations.

The Company sells approximately 1,000 different
products at varying mark ups ranging from 20 to 40
percent.   The Company has two types of customers,
beauty salons and the general public.   The gross
profit margin on sales of merchandises to the
general public ranges from 30 to 40 percent
depending on the product sold.   The gross margin
on sales of merchandise to beauty salons is
somewhat less ranging from 20 to 28 percent
depending on the product sold and the discount



<PAGE>9

given.   The Company's product margin increased in
2002 over 2001 due to a change in sales mix.
Although sales decreased (wholesale decreased by
14.75% and retail decreased by 6.42%) products
sold were sold at higher margins resulting in a
higher gross margin for the year.

March 31, 2002 compared to March 31, 2001

For the year ended March 31, 2002, the Company had
a net loss of $(318,729).  The Company had net
sales of $216,087 with a cost of goods sold of
$163,148 resulting in gross profit of $52,939 for
the year ended March 31, 2002.

The Company had operating expenses of $424,970 for
the year ended March 31, 2002.   These expenses
primarily consisted of officer's salaries of
$168,850, auto and delivery of $8,382, consulting
fees of $171,990, professional fees of $37,377,
rent of $15,204, telephone of $1,991, utilities of
$1,874, store supplies of $914, insurance of
$3,705, office expenses of $1,760, payroll and
other taxes of $3,155 and other miscellaneous
expenses of $9,768.

For the year ended March 31, 2001, the Company had
a net loss of $(72,851).  The Company had net
sales of $240,420 with a cost of goods sold of
$188,736 resulting in gross profit of $51,684 for
the year ended March 31, 2001.

The Company had operating expenses of $134,029 for
the year ended March 31, 2001.   These expenses
primarily consisted of officer's salaries of
$56,936, auto and delivery of $8,360, professional
fees of $27,812, rent of $15,204, telephone of
$2,466, utilities of $2,242, store supplies of
$1,587, insurance of $3,404, office expenses of
$2,989 payroll and other taxes of $2,879 and other
miscellaneous expenses of $10,150.

The Company's product margin increased from year
ended March 31, 2001 to March 31, 2002 by
approximately 3% (from 21.5% to 24.5%).   This
increase represents an approximately 2.4% increase
in gross margin.   The increase is a direct result
from the change in sales mix, and higher volume
purchases from suppliers resulting in lower unit
cost.   In 2001, the Company had 1,852 invoices to
customers, while in 2002, the Company had only
1,682 invoices, a decrease of 9.2%, resulting in a
$24,333 decrease in sales for 2002.



<PAGE>10

Professional fees increased due to additional cost
associated with the new auditing firm, additional
report filings, higher fees charged by stock
transfer agent and normal fee increases by all
professionals.

The major cause of the Company's losses from
operations have been the low sales volume.
Management is looking for new suppliers at more
favorable prices and to increase their customer
base and sales volume.

Management believes that if it can increase its
customer base significantly and obtain products
from new sources at favorable pricing, it will
have a favorable impact on the Company's results
of operations with in the next 12 months.

Plan of Operation.  During the next twelve months,
the Company may obtain new product lines by
negotiating with various manufacturers.   The
Company does not intend to hire any additional
employees.

The Company's liquidity will be decreased due to
little or no increase in revenue and higher
operating costs.

The Company is not delinquent on any of its
obligations even though the Company has had
limited operating revenues.   The Company intends
to market its products utilizing cash made
available from the sale of its products.   The
Company is of the opinion that revenues from the
sales of its products and the proceeds from the
sale of its securities will be sufficient to pay
its expenses.

The Company does not have nor does it intend to
have pension and/or other post-retirement benefits
in the future.

The Company does not have any or intends to have
any derivative instruments or hedging activities.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
         DATA

Financial Statements

The response to this item is being submitted as a
separate section of this report beginning on page
16.

<PAGE>11

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH
          ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE

On March 4, 2002, the board of directors of
Creative dismissed Ehrenkrantz Sterling & Co. as
Creative's independent public accountants and
notified them on that same date.   The decision to
use another accounting firm was made due to the
resignation of Thomas Parrillo from Ehrenkrantz
Sterling & Co., who had worked directly with
Creative.   Mr. Parrillo took another position with
Withum Smith & Brown, PC.

Ehrenkrantz Sterling & Co.'s report on the
financial statements of Creative for the fiscal
year ended March 31, 2001 neither contained an
adverse opinion or a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit
scope, or accounting principles.

During Creative's most recent fiscal year and the
interim period through the date of dismissal, there
were no disagreements on any matter of accounting
principles or practices, financial statement
disclosure, or auditing scope of procedure and
there were no "reportable events" with Ehrenkrantz
Sterling & Co. as described in Items 304 (a)(1)(iv)
and (v) of Regulation S-K, respectively.

On March 4, 2002, the board of directors of
Creative engaged the accounting firm of Withum
Smith & Brown, PC as principal accountants of
Creative for the fiscal year ended March 31, 2002.
Creative has not consulted Withum Smith & Brown, PC
during Creative's two most recent fiscal years and
the interim period for the quarter ended December
31, 2001.




<PAGE>12
                    PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY


Board of Directors.  The following persons listed
below have been retained to provide services as
directors and executive officers until the
qualification and election of his successor.  All
holders of Common Stock will have the right to
vote for Directors of the Company.  The Board of
Directors has primary responsibility for adopting
and reviewing implementation of the business plan
of the Company, supervising the development
business plan, review of the officers' performance
of specific business functions.  The Board is
responsible for monitoring management, and from
time to time, to revise the strategic and
operational plans of the Company.    Directors
receive no cash compensation or fees for their
services rendered in such capacity.
<TABLE>
<CAPTION>
Name                            Position Held        Term of Office

                                  <c>                  <c>
Carmine Catizone, age 54      President, Director      Inception
                                                       to present

Daniel Generelli, age 36      Secretary/Treasurer      Inception
                            Vice-President/Director    to present
</TABLE>

Resumes:

Carmine Catizone.   Mr. Catizone has been
President and a director of the Company since its
inception in August 1995.  From June 1988 to July
1994, Mr. Catizone was President and a Director of
J&E Beauty Supply, Inc., a retail and wholesale
beauty supply distributor.   Mr. Catizone served
as President and a director of C&C Investments,
Inc., a blank check company (now known as T.O.P.S.
Medical Corp., which provided chemicals for
transportation of organs) from July 1977 to
December 1984.  Mr. Catizone is not currently
involved with T.O.P.S. Medical Corp.   From June
1980 to December 1985, Mr. Catizone had been
district sales manager (engaged in sales of
cosmetics) for Chattem Labs.   Mr. Catizone
received his Bachelor of Science degree from
Fairleigh Dickerson University in 1972.



<PAGE>13

Daniel Generelli.   Mr. Generelli has been
Secretary-Treasurer and a director of the Company
since inception in August 1995.   From December
1989 to July 1995, Mr. Generelli was
Secretary/Treasurer and a director of J&E Beauty
Supply, Inc., a retail and wholesale beauty supply
distributor.   From December 1984 to December
1989, Mr. Generelli was employed as a distribution
supervisor with Tags Beauty Supply, a retail and
wholesale beauty supply distributor in Fairfield,
NJ.   Mr. Generelli graduated from Ramapo College
of New Jersey with a Bachelor of Science degree in
June of 1984.

Remuneration.   To date, the Company has not
entered into employment agreements nor are any
contemplated.   Mr. Generelli and Mr. Catizone
were paid approximately $30,000 per year.
Although he is still an officer and director of
the Company, Mr. Generelli is no longer a full
time employee of the Company as of February 2001.
Until March 2001, all of Mr. Catizone's $30,000
salary had been accrued.   Mr. Carmine Catizone
($155,000) and Mr. Pat Catizone ($18,750) forgave
accrued salaries totaling $173,750 which is
reflected in the financial statements as
additional paid-in capital for the year ended
March 31, 2001.
<TABLE>
<CAPTION>
                                   Annual Compensation                    Awards               Payouts
                              ---------------------------        ----------------------      ----------
                                                    Other        Restricted  Securities
                                                    Annual          Stock    Underlying         LTIP       All Other
Name and Position     Year  Salary($)  Bonus($) Compensation($)  Awards(#)  Options/SARs(#)  Payouts($) Compensation($)

                    <c>    <c>         <c>         <c>            <c>        <c>             <c>          <c>
Carmine Catizone      2002    30,000     ----         ----           ----        ----            ----      156,530
 Chairman and         2001    30,000     ----         ----           ----        ----            ----        ----
   President          2000    30,000     ----         ----           ----        ----            ----        ----

Daniel Generelli      2002     2,350     ----         ----           ----        ----            ----        ----
 Secretary/Treasuer/  2001    26,936     ----         ----           ----        ----            ----        ----
 Director             2000    31,189     ----         ----           ----        ----            ----        ----
</TABLE>
On December 4, 2001, the Board of Directors
granted 500,000 stock options to Carmine Catizone,
President.  The options were exercisable at $.12
per common share for a period of one year and
granted for the consideration of $10.   Market
price at time of grant was $.39.

Board of Directors Compensation.   Members of the
Board of Directors may receive an amount yet to be
determined annually for their participation and
will be required to attend a minimum of four
meetings per fiscal year.   To date, the Company
has paid $0.00 in directors' expenses.



<PAGE>14

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN
           BENEFICIAL OWNERS AND MANAGEMENT


The following tabulates holdings of shares of the
Company by each person who, subject to the above,
at the date of this registration statement,
holders of record or is known by Management to own
beneficially more than 5.0% of the Common Shares
and, in addition, by all directors and officers of
the Company individually and as a group.   Each
named beneficial owner has sole voting and
investment power with respect to the shares set
forth opposite his name.

              Shareholdings at Date of
                   This Prospectus
<TABLE>
<CAPTION>
                                                               Percentage of
                                Number & Class(1)              Outstanding
Name and Address                  of Shares                   Common Shares

                                   <c>                           <c>
Carmine Catizone              Common   1,308,000 (direct)          31.26%
10 1/2 Walker Avenue                      80,600(2) (indirect)      1.93%
Morristown, NJ 07960

Daniel T. Generelli           Common      80,000                    1.91%
24 Kansas Street
Hackensack, NJ 07601

All Directors & Officers               1,468,600                   35.10%
as a group (2 persons)

Pat Catizone                  Common     500,000 (direct)          11.95%
266 Cedar Street              Common      10,000(3)(indirect)        .24%
Cedar Grove, NJ 07009

Ram Venture Holdings Corp.    Common     630,000                   15.06%
3040 E. Commercial Blvd.
Fort Lauderdale, FL 33308

Cede & Co.                    Common     487,500                   11.65%
P.O. Box 20
Bowling Green Station
New York, NY 10274
</TABLE>
(1)Pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, beneficial
ownership of a security consists of sole or shared
voting power (including the power to vote or
direct the voting) and/or sole or shared
investment power (including the power to dispose
or direct the disposition) with respect to a

<PAGE>15

security whether through a contract, arrangement,
understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated
above has sole power to vote, or dispose or direct
the disposition of all shares beneficially owned,
subject to applicable unity property laws.

(2)Carmine Catizone and Phyllis Catizone are
husband and wife and are deemed to be the
beneficial owners of each other's shares and
custodial shares.

(3)Pat Catizone and Barbara Catizone are husband
and wife and are deemed to be the beneficial
owners of each other's shares.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED
            TRANSACTIONS

On January 31, 2002, the Company exchanged 500,000
common shares valued at $200,000 ($0.40 cents per
share) for 2,000,000 shares of a corporate
stockholder's common stock valued at $200,000
($0.10 per share).   This corporate stockholder
was one of the consultants who received options.
At the conclusion of the transaction, the
corporate shareholder owned 18% of the Company's
issued and outstanding shares.


ITEM 13.    EXHIBITS, FINANCIAL STATEMENT
            SCHEDULES, AND REPORTS ON FORM 8-K

 (A)    FINANCIAL STATEMENTS AND SCHEDULES

The following financial statements and schedules
are filed as part of this report:

Reports of Independent Auditors          16
Balance Sheets                           18
Statements of Operations and
   Comprehensive Income (Loss)           20
Statements of Stockholder's Equity       21
Statements of Cash Flows                 22
Notes to Financial Statements            23

Schedules Omitted:  All schedules other than those
shown have been omitted because they are not
applicable, not required, or the required
information is shown in the financial statements
or notes thereto.




<PAGE>16

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders of
Creative Beauty Supply, Inc.
Totowa, New Jersey

We have audited the accompanying balance sheet of
Creative Beauty Supply, Inc. as of March 31, 2002
and the related statements of income and
comprehensive income (loss), stockholders' equity
and cash flows for the year then ended.  These
financial statements are the responsibility of the
Company's management.  Our responsibility is to
express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with auditing
standards generally accepted in the United States
of America.  Those standards require that we plan
and perform the audit to obtain reasonable
assurance about whether the financial statements
are free of material misstatements.  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.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred
to above present fairly, in all material respects,
the financial position of Creative Beauty Supply,
Inc. as of March 31, 2002 and the results of its
operations and its cash flows for the year then
ended in conformity with accounting principles
generally accepted in the United States of America.


/s/Withum Smith & Brown
------------------------------
Withum Smith & Brown
Livingston, New Jersey
May 23, 2002



<PAGE>17

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders of
Creative Beauty Supply, Inc.
Totowa, New Jersey

We have audited the accompanying balance sheet of
Creative Beauty Supply, Inc. as of March 31, 2001
and the related statements of operations and
comprehensive income, stockholders' equity and
cash flows for the year then ended.  These
financial statements are the responsibility of the
Company's management.  Our responsibility is to
express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with
generally accepted auditing standards.  Those
standards require that we 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 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.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred
to above present fairly, in all material respects,
the financial position of Creative Beauty Supply,
Inc. as of March 31, 2001 and the results of its
operations and cash flows for the year then ended
in conformity with generally accepted accounting
principles.



/s/Ehrenkrantz Sterling & Co., LLC
---------------------------------
Ehrenkrantz Sterling & Co., LLC
Certified Public Accountants
May 16, 2001





<PAGE>18

          CREATIVE BEAUTY SUPPLY, INC
                BALANCE SHEETS

           ASSETS
<TABLE>
<CAPTION>
						          March 31,             March 31,
 				                        2002                  2001
                                              --------              ---------

                                              <c>                    <c>
CURRENT ASSETS:
  Cash and cash equivalents	                $ 383,108             $ 235,507
  Marketable securities                         364,500               178,125
  Accounts receivable                             2,123                 2,406
  Inventory                                      66,353                62,721
  Prepaid expenses                                2,494                 3,637
                                              ---------             ---------
  TOTAL CURRENT ASSETS                          818,578               482,396

PROPERTY AND EQUIPMENT, net of accumulated
  depreciation                                      161                   375
                                              ---------             ---------
TOTAL ASSETS                                  $ 818,739             $ 482,771
                                              =========             =========

			LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                    $  10,887             $  18,759
  Payroll taxes withheld and accrued              1,188                   821
  Accrued expenses                                  825                 2,452
  Deferred income taxes                          63,569                55,093
                                              ---------             ---------
  TOTAL CURRENT LIABILITIES                      76,469                77,125
                                              ---------             ---------
STOCKHOLDERS' EQUITY:
  Preferred stock, par value $.001,
   authorized 10,000 000 shares, issued
     and outstanding - 0 - shares                     -                     -
  Common stock, par value $.001,
   authorized 100,000,000 shares, issued
     and outstanding 3,494,650 and
     1,864,650 shares                             3,495                 1,865
  Additional paid-in capital                  1,288,781               646,291
  Accumulated deficit                          (634,271)             (315,542)
  Accumulated other comprehensive income         84,265                73,032
                                              ---------             ---------
  TOTAL STOCKHOLDERS' EQUITY                    742,270               405,646
                                              ---------             ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 818,739             $ 482,771
                                              =========             =========
</TABLE>

See Accompanying Notes to Financial Statements

<PAGE>19

      CREATIVE BEAUTY SUPPLY, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE
            INCOME (LOSS)
     YEARS ENDED MARCH 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                  2002                  2001
                                               ---------             ---------

                                               <c>                   <c>
NET SALES                                      $ 216,087             $ 240,420
COST OF GOODS SOLD                               163,148               188,736
                                               ---------             ---------
GROSS PROFIT                                      52,939                51,684
                                               ---------             ---------
OPERATING EXPENSES:
  Salaries-officers                              168,850                56,936
  Payroll taxes                                    2,915                 2,599
  Auto and delivery                                8,382                 8,360
  Consulting fees                                171,990                     -
  Employee welfare                                 7,943                 7,644
  Insurance                                        3,705                 3,404
  Office                                           1,760                 2,989
  Professional fees                               37,377                27,812
  Rent                                            15,204                15,204
  Store supplies                                     914                 1,587
  Taxes	                                         240                   280
  Telephone                                        1,991                 2,466
  Utilities                                        1,874                 2,242
  Miscellaneous                                    1,611                   829
  Depreciation and amortization                      214                 1,677
                                               ---------             ---------
     TOTAL OPERATING EXPENSES                    424,970               134,029
                                               ---------             ---------
LOSS FROM OPERATIONS BEFORE
  OTHER INCOME                                  (372,031)              (82,345)
                                               ---------             ---------
OTHER INCOME:
  Gain on sale of securities                      41,666                     -
  Interest income                                 11,636                15,869
  Inventory write-downs                                -                (6,375)
                                               ---------             ---------

     TOTAL OTHER INCOME                           53,302                 9,494
                                               ---------             ---------
NET LOSS                                        (318,729)              (72,851)
                                               ---------             ---------



<PAGE>20

OTHER COMPREHENSIVE INCOME, NET OF TAXES
  Unrealized holding gains arising during
  the year, net of income taxes of
  $60,200 for 2002 and $55,093 for 2001           79,800                73,032
Less: reclassification adjustment, net of
  income taxes of $51,724                        (68,567)                    -
                                               ---------             ---------
                                                  11,233                73,032
                                               ---------             ---------
TOTAL COMPREHENSIVE INCOME (LOSS)              $(307,496)            $     181
                                               =========             =========

LOSS PER COMMON SHARE, BASIC AND DILUTED       $   (0.15)            $   (0.04)
                                               =========             =========
WEIGHT AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                    2,184,513             1,864,650
                                               =========             =========
</TABLE>

See Accompanying Notes to Financial Statements




<PAGE>21

CREATIVE BEAUTY SUPPLY, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                                    Accumulated
                         Common Stock                                  Other
                   Number of              Additional    Accumulated Comprehensive
                    Shares    Amount   Paid-in Capital   Deficit       Income     Total
-----------------------------------------------------------------------------------------

                   <c>       <c>         <c>            <c>      <c>        <c>
Balance,
 April 1, 2000    1,864,650   $1,865       $472,541     $(242,691)   $    --   $231,715

Net loss                 --       --             --       (72,851)        --    (72,851)

Forgiveness of debt by
   stockholders          --       --        173,750            --         --    173,750

Other comprehensive
   income                --       --             --            --     73,032     73,032
                  ---------   ------       --------     ---------    -------   --------
Balance,
  March 31, 2001  1,864,650    1,865        646,291      (315,542)    73,032    405,646

Net loss                 --       --             --      (318,729)        --   (318,729)

Granting of stock
  Options                --       --        308,490            --         --    308,490

Issuance of common stock
  through exercise of
  stock options   1,130,000     1,130       134,500            --         --    135,630

Issuance of common stock
  in exchange for
  marketable securities
                    500,000       500       199,500           --          --    200,000

Other comprehensive
  Income                 --        --            --           --      11,233     11,233
                  ---------    ------      --------    ---------     -------   --------
Balance,
  March 31, 2002  3,494,650    $3,495    $1,288,781    $(634,271)    $84,265   $742,270
                  =========    ======    ==========    =========     =======   ========
</TABLE>
See notes to financial statements



<PAGE>22

         CREATIVE BEAUTY SUPPLY, INC
          STATEMENTS OF CASH FLOWS
       YEARS ENDED MARCH 31, 2002 AND 2001
<TABLE>
<CAPTION>
				                                 2002             2001
                                                        ------           ------

                                                      <c>              <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                             $(318,729)       $(72,851)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation and amortization                          214           1,677
      Gain on sale of marketable securities	         (41,666)              -
      Operating expenses through issuance
        of stock options                                 308,490               -
      Changes in operating assets and liabilities:
         Accounts receivable                                 283           1,228
         Inventory                                        (3,632)          4,986
         Prepaid expenses	                             1,143	        (1,389)
         Accounts payable	                            (7,872)          2,542
         Payroll taxes withheld and accrued	             367             766
         Accrued expenses	                            (1,627)         27,039
                                                       ---------       ---------
  Net Cash Used In Operating Activities                  (63,029)        (36,002)
                                                       ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of marketable securities             75,000               -
  Investment in marketable securities                          -	       (50,000)
                                                       ---------       ---------
  Net Cash Provided By (Used In) Investing Activities     75,000         (50,000)
                                                       ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock and options                   135,630               -
                                                       ---------       ---------
  Net Cash Provided By Financing Activities	         135,630               -
                                                      ----------       ---------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                                  147,601         (86,002)

CASH AND CASH EQUIVALENTS-beginning of year	         235,507         321,509
                                                      ----------       ---------
CASH AND CASH EQUIVALENTS-end of year                 $  383,108       $ 235,507
                                                      ==========       =========
</TABLE>


See Accompanying Notes to Financial Statements




<PAGE>23

CREATIVE BEAUTY SUPPLY, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION
Creative Beauty Supply, Inc. was incorporated in
the State of New Jersey on August 28, 1995, and
commenced operations on January 2, 1996.  The
Company sells cosmetic and beauty supplies both on
the retail and wholesale levels to the general
public and beauty salons in Northern and Central
New Jersey.

The Company is located in Totowa, New Jersey and
employed two employees from the date its
operations commenced until February 2001, at which
time one employee was terminated.   Since February
2001, the Company has only one full time employee.

ACCOUNTING ESTIMATES
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts
of assets and liabilities and disclosure of
contingent assets and liabilities at the date of
the financial statements and the reported amounts
of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.

REVENUE RECOGNITION
Net sales are recognized at the time products are
shipped to customers.  Over the counter sales are
recorded at the point of sale.

CASH EQUIVALENTS
The Company considers all highly liquid
investments purchased with an original maturity of
three months or less to be cash equivalents.

MARKETABLE SECURITIES
The Company has elected to classify its
investments in equity securities as available-for
sale and report them at fair value.   Realized
gains and losses are recorded in earnings and
unrealized gains and losses are excluded from
earnings and reported as a separate component of
equity as accumulated other comprehensive income
(loss).



<PAGE>24

PROVISION FOR DOUBTFUL ACCOUNTS
Bad debts are provided on the allowance method
based on historical experience and management's
evaluation of outstanding accounts receivable.
Management considered accounts receivable at March
31, 2002 and 2001 to be fully collectible;
accordingly, no allowance for doubtful accounts
was provided for at March 31, 2002 and 2001.

INVENTORY
Inventory, consisting of finished goods, is valued
at lower of cost or market, with cost being
determined on the first-in, first-out (FIFO)
method.

PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost.
Depreciation of property and equipment is provided
for over the estimated useful lives of the
respective assets.  Depreciation is recorded based
on the straight-line method.

The major classes of assets and ranges of
estimated useful lives are as follows:
                                   Years
Delivery equipment                  5
Furniture and office equipment      7

Maintenance, repairs and minor renewals are
charged to earnings when they are incurred.  When
assets are retired or otherwise disposed of, the
assets and related allowance for depreciation and
amortization are eliminated from the account and
any resulting gain or loss is reflected in income.

INCOME TAXES
Deferred income taxes are provided on the
liability method whereby deferred income tax
assets are recognized for deductible temporary
differences and operating loss carryforwards and
deferred income tax liabilities are recognized for
taxable temporary differences.  Temporary
differences are the differences between the
reported amounts of assets and liabilities and
their tax basis.  Deferred income tax assets are
reduced by a valuation allowance when, in the
opinion of management, it is more likely than not
that some portion or all of the deferred tax asset
will not be realized.  Deferred income tax assets
and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of
enactment.



<PAGE>25

LONG-LIVED ASSETS
The Company reviews long-lived assets for
impairments whenever events or changes in business
circumstances occur that indicate that the
carrying amount of the assets may not be
recoverable.  The Company assesses the
recoverability of long-lived assets held and to be
used based on undiscounted cash flows, and
measures the impairment, if any, using discounted
cash flows.

NET LOSS PER COMMON SHARE
The Financial Accounting Standard Board issued
"SFAS" No. 128, which requires the presentation on
the face of the income statement "basic" earnings
per share and "diluted" earnings per share.  Basic
earnings per share is computed by dividing the net
income (loss) available to common stockholders by
the weighted average number of outstanding common
shares.  The calculation of diluted earnings per
share is similar to basic earnings per share
except the denominator includes dilutive common
stock equivalents such as stock options and
convertible debentures.  There were no dilutive
common stock equivalents for all periods
presented.

COMPREHENSIVE INCOME
Comprehensive income includes net earnings
adjusted for certain revenues, expenses, gains and
losses that are excluded from net earnings under
generally accepted accounting principles.

NEW ACCOUNTING STANDARDS:

In July 2001, the FASB issued FASB Statement No.
142, "Goodwill and Other Intangible Assets" (FAS
142).   FAS 142 addresses financial accounting and
reporting for acquired goodwill and other
intangible assets.   FAS 142 requires, among other
things, that companies no longer amortize
goodwill, but instead test goodwill for impairment
at least annually.   FAS 142 is required to be
applied for fiscal years beginning after December
15, 2001.   Currently, the Company has not
recorded any goodwill and will assess how the
adoption of FAS 142 will impact its financial
positions and results of operations in any future
acquisitions.

In August 2001, the FASB issued FASB Statement No.
144, Accounting for the Impairment or Disposal of
Long-Lived Assets (FAS144).   This statement
supercedes FASB Statement No. 121, Accounting for
the Impairment of Long-Lived Assets and or Long-

<PAGE>26

Lived Assets to be Disposed Of (FAS 121) and
amends Accounting Principles Board Opinion No. 30,
Reporting Results of Operations-Reporting the
Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions.   FAS 144
retains the fundamental provisions of FAS 121 for
recognition and measurements of impairment, but
amends the accounting and reporting standards for
segments of a business to be disposed of.   FAS
144 is effective for fiscal years beginning after
December 15, 2001, and interim periods within
those fiscal years, with early application
encouraged.   The provisions of FAS 144 generally
are to be applied prospectively.   The Company
believes that that the adoption of FAS 144 will
not have a material impact on the Company's
financial position or results of operations.

RECLASSIFICATIONS
Certain reclassifications were made to the 2001
financial statements presentation in order to
conform to the 2002 financial statements
presentation.

2. CONCENTRATION OF CREDIT RISK:

The Company sells its products to various
customers primarily in Northern and Central New
Jersey.  The Company performs ongoing credit
evaluations on its customers and generally does
not require collateral.

The Company maintains its cash balances with a
major bank.  The balances are insured by the
Federal Deposit Insurance Corporation up to
$100,000 per depositor.  At March 31, 2002, the
Company's uninsured cash balances approximated
$286,900.

The Company has made an investment in a single
marketable equity security which represents
approximately 47% of its total assets at March 31,
2002.   There is no guarantee that the market
value will not decline.

3. ECONOMIC DEPENDENCY:

For the year ended March 31, 2002 and 2001, the
Company purchased approximately 59% and 57%,
respectively, of its products from one supplier.
Management believes that other suppliers could
provide similar products on comparable terms.  A



<PAGE>27

change in suppliers, however, could cause a delay
in obtaining merchandise and possible loss of
sales which could effect operating results.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS:

The Company measures its financial assets and
liabilities in accordance with generally accepted
accounting principles.  For certain of the
Company's financial instruments, including cash
and cash equivalents, trade receivables, accounts
payable and accrued expenses, the carrying amounts
approximate fair value due to their short-term
maturities.

The investment in marketable equity securities is
recorded at fair value based on quoted market
prices.

5. MARKETABLE SECURITIES:

The cost and fair value of marketable equity
securities that are available for sale are as
follows:
<TABLE>
<CAPTION>
                                                    March 31
                                            -------------------------
                                              2002              2001
                                            -------           -------

                                           <c>               <c>
Cost                                        $216,666          $50,000
Gross unrealized gains                       147,834          128,125
                                            --------         --------
Fair Value                                  $364,500         $178,125
                                            ========         ========
</TABLE>
The unrealized appreciation of marketable equity
securities that are available for sale is as
follows:
<TABLE>
<CAPTION>
                                                   March 31
                                         ---------------------------
                                           2002                2001
                                         --------             ------

                                          <c>               <c>
Net unrealized gains                     $147,834           $128,125
Deferred income taxes                     (63,569)           (55,093)
                                         --------           --------
                                          $84,265            $73,032
                                         ========           ========
</TABLE>

<PAGE>28

These amounts are presented as accumulated other
comprehensive income.

During 2002 and 2001, sales proceeds and gross
realized gains and losses on securities classified
as available-for-sale were:
<TABLE>
<CAPTION>
                                           2002                2001
                                         --------             ------

                                          <c>               <c>
Sales Proceeds                           $75,000              $     -
                                         =======              =======

Gross Realized Gains                     $41,666              $     -
                                         =======              =======
</TABLE>
6.  PROPERTY AND EQUIPMENT:

The components of property and equipment are as
follows:
<TABLE>
<CAPTION>
                                                   March 31
                                           --------------------------
                                            2002                2001
                                           --------------------------

                                          <c>                  <c>
Delivery equipment                         $9,750              $9,750
Furniture and office equipment              1,500               1,500
                                           ------              ------
                                           11,250              11,250
Less: Accumulated depreciation             11,098              10,875
                                           ------              ------
                                           $  161              $  375
                                           ======              ======
</TABLE>
Depreciation expense for the years ended March 31,
2002 and 2001 was $214 and $1,677, respectively.

7.  INCOME TAXES:

The deferred income tax asset at March 31, 2002
and 2001 related to Federal and state net
operating loss carry forwards.   The resulting
deferred tax asset has been fully offset by a
valuation allowance.  The valuation allowance has
been established equal to the full amount of the
deferred tax assets as the Company is not assured
at March 31, 2002 that is more likely than not
that these benefits will be realized.



<PAGE>29

The deferred income tax liability at March 31,
2002 and 2001 related to an unrealized holding
gain from an investment in marketable equity
securities held for sale.

Net operating loss carryforwards and temporary
differences between the financial statement
carrying amounts and tax bases of assets and
liabilities that give rise to the net deferred tax
liability relate to the following:
<TABLE>
<CAPTION>
                                                    March 31
                                              -----------------------
                                               2002             2001
                                              -----------------------

                                             <c>             <c>
Net operating loss carryforwards             $58,811           $60,744

Unrealized holding gain                      (63,569)          (55,093)
                                             -------           -------
                                              (4,758)            5,651

Less valuation allowance for deferred
  tax assets                                 (58,811)          (60,744)
                                             -------           -------
Net deferred tax liability                 $ (63,569)        $ (55,093)
                                           =========         =========
</TABLE>
The change in the valuation allowance for the year
ended March 31, 2002 was a decrease of $1,933 due
to expiration of State net operating loss carry-
forwards.

A reconciliation between the statutory federal
income tax rate (34%) and the effective income tax
rates based on continuing operation is as follows:
<TABLE>
<CAPTION>
                                             Year Ended March 31
                                        -----------------------------
                                          2002                 2001
                                        -----------------------------

                                         <c>                 <c>
Statutory federal income tax
  (benefit)                            $(108,368)           $(24,769)
State income tax (benefit)                    --                  --
Non-deductible items                     106,723               9,390
Valuation allowance                        1,645              15,379
                                        --------            --------
Net income tax expense                  $     --            $     --
                                        ========            ========
</TABLE>


<PAGE>30

Federal net operating loss carry-forwards of
$146,241 will expire through the year 2022 and the
state net operating loss carry-forwards of
$100,987 will expire through the year 2009.

8. Stockholders' Equity:

In March 2001, two stockholders forgave accrued
salaries due them in the amount of $173,750 which
is reflected in the financial statements as
additional paid-in capital for the year ended
March 31, 2001.

On August 20, 2001 the Board of Directors approved
the issuance of 1,130,000 stock options to its
President and two consultants.  The options were
exercisable at $.12 per common share for a period
of one year and granted for the consideration of
$10 per individual. On December 4, 2001 all
options were granted at which time additional
paid-in-capital was charged for $308,520 ($ .27
per share) for the excess of market value over the
option price.  Officer salaries were charged for
$136,530 and consulting fees for $171,990.

In January 2002 all 1,130,000 stock options were
exercised for $135,600 ($.12 per share).

In January 2002 the Company exchanged 500,000
shares of its common stock valued at $.40 per
share for 2,000,000 shares of a corporate
stockholder's common stock valued at $.10 per
share.

9. Supplemental Cash Flow Information:

There was no interest or income taxes paid during
the years ended March 31, 2002 and 2001.

Non cash investing and financing activities for
the year ended March 31, 2002 consist of an
exchange of 500,000 shares of common stock for
marketable securities valued at $200,000.

Non cash financing activities for the year ended
March 31, 2001 consisted of a forgiveness of debt
by stockholders totaling $173,750.

10.  SALES:

Wholesale sales consist of sales to beauty salons
of merchandise for resale.  Sales of merchandise
to beauty salons for their own consumption, not



<PAGE>31

for resale, are considered retail sales.  All
sales to the general public are also considered
retail sales.

Net sales are summarized as follows:
<TABLE>
<CAPTION>
                                           Year Ended March 31
                                       ---------------------------
                                       2002                   2001
                                       ---------------------------

                                      <c>                   <c>
Retail                                $124,936              $133,501
Wholesale                               91,151               106,919
                                      --------              --------
                                      $216,087              $240,420
                                      ========              ========
</TABLE>
11.  COMMITMENTS:

In April of 1999, the Company entered into a lease
agreement with a non-related party for a term of
three (3) years commencing May 1, 1999 for the
rental of its executive offices, retail, wholesale
and warehouse facilities in Totowa, New Jersey at
a monthly rental of $1,200 per month for the first
twelve (12) months and $1,300 a month for each of
the remaining twenty four (24) months.  Total rent
charged to operations for the years ended March
31, 2002 and 2001 was $15,204 each year.

In April 2002, the Company renewed its lease for a
term of (2) years commencing May 1, 2002 at a
monthly rental of $1,300 per month.

The minimum annual future payments are as follows:

Years Ended
  March 31
  --------
     2003                          $15,600
     2004                           15,600
     2005                           13,000
                                   -------
                                   $44,200
                                   =======

12. Related Party Transaction:

On January 31, 2002 the Company exchanged 500,000
shares of its common stock valued at $200,000
($0.40 cents per share) for 2,000,000 shares of a
corporate stockholder's common stock valued at
$200,000 ($0.10 per share).  This corporate

<PAGE>32

stockholder was one of the consultants who received
options as indicated in Note 8.   At the conclusion
of the transaction, the corporate shareholder owned
18% of the Company's issued and outstanding shares.






<PAGE>33

(b)    List of Exhibits

          The following exhibits are filed with
this report:

(2.1) Articles of Incorporation incorporated by
          reference to Form 10SB filed June 14,
          1999, file #0-26361
(2.2) Bylaws incorporated by reference to Form
          10SB filed June 14, 1999, file #0-26361
(3.1) Common Stock Certificate incorporated by
          reference to Form 10SB filed June 14,
          1999, file #0-26361

 (B)    REPORTS ON FORM 8-K

Form 8-K dated 1/30/02 -
   Item 2. Acquisition or Disposition of Assets
Form 8-K dated 3/4/02  -
   Item 4. Change in Registrants Certifying
   accountants



<PAGE>34

                 SIGNATURES

Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this Report
to be signed on its behalf by the undersigned duly
authorized person.

Date: July 8, 2002   Creative Beauty Supply, Inc.

                             /s/ Carmine Catizone
                             ---------------------
                             By: Carmine Catizone,
                                 President

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this report has
been signed below by the following persons on
behalf of the Company and in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>

                                                  <c>
/s/Carmine Catizone                                7/8/2002
-----------------------
Carmine Catizone
President and Director
(Principal Executive Officer)

/s/Daniel Generelli                                7/8/2002
------------------------
Daniel Generelli
Principal Financial Officer/Controller/Director
</TABLE>