WASHINGTON, DC 20549

                                   FORM 10-QSB

                                   (Mark One)

          {X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2002
                ------------------------------------------------

          { } 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: 0-27833
                         -------------------------------

                      INTERNATIONAL COSMETICS MARKETING CO.
        (Exact name of small business issuer as specified in its charter)


                     Florida                            65-0598868
                     -------                            ----------
         (State or other jurisdiction of               (IRS Employer
         Incorporation or organization)               Identification No.)


           6501 Congress Avenue, Suite 100, Boca Raton, Florida 33487
           ----------------------------------------------------------
                    (Address of Principal executive offices)


         Issuer's telephone number, including area code: (561) 999-8878
         --------------------------------------------------------------

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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of February 14, 2003,
8,491,579 shares of Common Stock are issued and outstanding.

<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

                     INTERNATIONAL COSMETICS MARKETING CO.

                                 BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                             December
                                                                               2002
                                                                           -----------
                                     ASSETS
<S>                                                                        <C>
Current Assets:
    Cash                                                                   $    51,683
    Receivables                                                                111,050
    Inventory, net                                                              73,863

                    Total current assets                                       236,596

Office furniture and equipment, net                                             53,979
Deposits                                                                           750
                                                                           -----------
                    Total assets                                           $   291,325
                                                                           ===========



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
    Demand notes payable to stockholder                                    $   780,000
    Accounts payable                                                           407,103
    Payables to related parties                                                 98,812
    Accrued liabilities                                                         19,967
                                                                           -----------
                    Total current liabilities                                1,305,882

Long Term liabilities:
   Payable to supplier                                                          67,532

Convertible debentures - stockholder                                                --

Stockholders' deficiency:
    Preferred stock, $.001 par value, $2.50 liquidation value, 5,000,000
     shares authorized; 221,458 shares issued and outstanding                      221
    Common stock, $.001 par value, 25,000,000
     shares authorized; 8,491,579  shares issued
      and outstanding                                                            8,492
    Additional paid-in capital                                               6,894,416
    Accumulated deficit                                                     (7,985,218)
                                                                           -----------

                    Total stockholders' deficiency                          (1,082,089)
                                                                           -----------

                    Total liabilities and stockholders' deficiency         $   291,325
                                                                           ===========
</TABLE>


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

                                       1
<PAGE>

                     INTERNATIONAL COSMETICS MARKETING CO.

                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                     Six Months     Six Months    Three Months     Three Months
                                                       Ended          Ended          Ended            Ended
                                                    December 31,   December 31,    December 31,    December 31,
                                                       2002            2001            2002           2001
                                                   -----------     -----------     -----------     -----------
<S>                                                <C>             <C>             <C>             <C>
Net sales                                          $   179,555     $   698,763     $   123,777     $    50,013

Cost of sales                                           48,324         289,993          36,162          31,243
                                                   -----------     -----------     -----------     -----------

Gross profit                                           131,231         408,770          87,615          18,770

Operating expenses:
    Commissions                                             --          33,723              --           1,840
    Royalty and other expense - licensors              136,450         140,000          68,200          68,250
    Selling, general and administrative:
        Stock options and warrants for services             --           6,459              --              --
        Other                                          278,610         766,258         105,697         354,554
                                                   -----------     -----------     -----------     -----------

Total operating expenses                               415,060         946,440         173,897         424,644
                                                   -----------     -----------     -----------     -----------

Operating loss                                        (283,829)       (537,670)        (86,282)       (405,874)
                                                   -----------     -----------     -----------     -----------
Other income (expense):
     Forgiveness of debt                                    --           6,690              --              --
     Interest income                                         2           8,327              --           6,622
     Interest expense                                 (326,038)        (22,340)       (110,218)        (10,084)
                                                   -----------     -----------     -----------     -----------

                                                      (326,036)         (7,323)       (110,218)         (3,462)
                                                   -----------     -----------     -----------     -----------

Loss before income taxes                              (609,865)       (544,993)       (196,500)       (409,336)

Provision for income taxes                                  --              --              --              --
                                                   -----------     -----------     -----------     -----------
Net loss                                              (609,865)       (544,993)       (196,500)       (409,336)

Discount attributable to the beneficial
  conversion feature of preferred stock                     --              --              --              --
                                                   -----------     -----------     -----------     -----------

Net loss applicable to comon stock                 $  (609,865)    $  (544,993)    $  (196,500)    $  (409,336)
                                                   -----------     -----------     -----------     -----------

Net loss per share:
    Basic                                          $     (0.07)    $     (0.09)    $     (0.02)    $     (0.06)
    Diluted                                        $     (0.07)    $     (0.09)    $     (0.02)    $     (0.06)
Weighted average common shares outstanding:
    Basic                                            8,491,579       6,306,912       8,491,579       6,809,780
    Diluted                                          8,491,579       6,306,912       8,491,579       6,809,780

</TABLE>

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

                                       2
<PAGE>

                     INTERNATIONAL COSMETICS MARKETING CO.

                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                  (UNAUDITED)
                                                                                    Six Months     Six Months
                                                                                      Ended          Ended
                                                                                   December 31,    December 31,
                                                                                       2002           2001
                                                                                   -----------     -----------
<S>                                                                                <C>             <C>
Cash Flows From Operating Activities:
    Net loss                                                                       $  (609,865)    $  (544,993)
    Adjustments to reconcile net loss to net cash used
      in operations:
        Depreciation expense                                                            23,134          15,000
        License amortization expense                                                        --           6,953
        Provision for inventory obsolescence                                               (76)
        Provision for uncollectible acccounts                                          (35,671)         19,671
        Interest expense - Warrants                                                    303,600              --
        Stock options and warrants for services                                             --           6,459
        Changes in operating assets and liabilities:
            Accounts receivable                                                        (74,053)        (69,743)
            Inventory                                                                   40,509        (276,363)
            Deposits for inventory purchases                                                --          80,135
            Prepaid expenses and other current assets                                   32,707          (3,161)
            Accounts payable                                                           (11,203)       (152,297)
            Bank overdraft                                                                  --              --
            Payable to related parties                                                  38,813        (193,743)
            Accrued liabilities                                                          7,153          62,345
                                                                                   -----------     -----------

                    Net cash used in operating activities                             (284,952)     (1,049,737)

Cash Flows From Investing Activities:
    Deposit for services                                                                40,000
    Purchase of computer equipment                                                          --          (4,621)
                                                                                   -----------     -----------

                    Net cash used in investing activities                                   --          35,379

Cash Flows from Financing Activities:
     Proceeds from issuance of notes payable to stockholder                            280,000
     Proceeds from issuance of common stock and warrants, net of issuance costs             --       1,410,376
     Proceeds from issuance of preferred stock                                              --              --
                                                                                   -----------     -----------

                    Net cash provided by financing activities                          280,000       1,410,376

                    Net increase in cash                                                (4,952)        396,018

Cash, beginning of period                                                               56,635          89,586
                                                                                   -----------     -----------

Cash, end of period                                                                $    51,683     $   485,604
                                                                                   ===========     ===========
</TABLE>

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


                                       3
<PAGE>
                     INTERNATIONAL COSMETICS MARKETING CO.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                      Six Months            Six Months
                                                                                        Ended                 Ended
                                                                                     December 31,          December 31,
                                                                                        2002                  2001
                                                                                     -----------           ------------
<S>                                                                                   <C>                   <C>
Supplemental disclosure of cash flow information:
    Interest paid                                                                     $     --              $ 26,286

</TABLE>



Supplemental disclosure of noncash investing and financing Activities for the
six months ended December 31, 2002:
    Interest expense for warrants issued at $303,600


Activities for the six months ended December 31, 2001:
    Options of certain licensors valued at $6,459
    15,000 shares of common stock issued for legal services valued at $28,151
    70,000 shares of common stock issued for conversion of debenture at $1.50
    per share


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


                                       4
<PAGE>

                      INTERNATIONAL COSMETICS MARKETING CO.
                          NOTES TO FINANCIAL STATEMENTS


International Cosmetics Marketing Co.
Notes to Condensed Financial Statements (Unaudited)
For the three and six months ended December 31, 2002 and 2001


1. - BASIS OF PRESENTATION
--------------------------

The accompanying unaudited financial statements, which are for interim periods,
do not include all disclosures provided in the annual financial statements.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These unaudited condensed financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB of
Item 310b of Regulation S-B. These unaudited financial statements should be read
in conjunction with the financial statements and the footnotes thereto contained
in the Annual Report on Form 10-KSB for the year ended June 30, 2002 of
International Cosmetics Marketing Co, (the "Company"), d/b/a Beverly Sassoon &
Co., as filed with the Securities and Exchange Commission.

In the opinion of management, the accompanying unaudited financial statements
contain all adjustments (which are of a normal recurring nature) necessary for a
fair presentation of the financial statements. The results of operations for the
three and six months ended December 31, 2002 are not necessarily indicative of
the results to be expected for the full year.

2. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------

The Company prepares its financial statements on the accrual basis of
accounting, recognizing income when earned and expenses when incurred.

Use of 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. Estimates that are
particularly susceptible to change in the near term include reserves for excess
and obsolete inventory and sales returns and allowances.


                                       5
<PAGE>

Revenue Recognition
-------------------

The Company recognizes revenue at the time it ships product, invoices its
customers and title of the products pass on to its customers. ShopNBC has an
arrangement with the Company, which allows them to return unsold products for a
period of 30 days following receipt of the products before title passes. In the
case of prepayments versus future orders, the company will record the amount as
deferred income until the order is shipped and invoiced, or as per the agreement
the prepayment is forfeited to the Company. Licensing fees received are
amortized over the life of the applicable agreement.

Sales Returns and Allowances
----------------------------

Accruals for sales returns and allowances are based on industry experience and
the Company's limited experience to date.

Cash
----

Cash consists of demand deposits. At December 31, 2002 the Company had a cash
balance of $51,683.

Inventories
-----------

Inventories are recorded at the lower of cost or market. Cost is determined by
the average method while market is determined by replacement cost for raw
materials and net realizable value for finished goods. Appropriate consideration
is given to deterioration, obsolescence and other factors in evaluating net
realizable value. As of December 31, 2002 the allowance recorded is $578,622.

Property and Equipment
----------------------

Property and equipment are recorded on the basis of historical cost.
Depreciation of equipment is computed using the straight-line method over the
assets' estimated useful lives, ranging from 3 years to 5 years. Gain or loss on
disposition of assets is recognized currently. Repairs and maintenance are
charged to expense as incurred. Major replacements and betterments are
capitalized and depreciated over the remaining useful lives of the assets.
During the office relocation, which took place in September 2002 all of the
fixed assets, which were included on the books and records but were abandoned,
were fully written off.

Intangible Assets
-----------------

Intangible assets include a license agreement that was acquired with cash and
common stock. The license agreement was being amortized on the straight-line
basis over 16 years. During the year ended June 30, 2002, the Company determined
that the license agreement was impaired and the balance of $183,099 was
completely written off.


                                       6
<PAGE>

Stock Based Compensation
------------------------

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123 (SFAS 123), "Accounting of Stock Based
Compensation," which is effective for the accompanying financial statements of
the Company. SFAS 123 requires extended disclosures of stock based compensation
arrangements with employees and encourages (but does not require) compensation
cost to be measured based on the fair value of the equity instrument awarded.
Companies are permitted, however, to apply Accounting Principles Board Opinion
No. 25 (APB 25), which recognizes compensation cost based on the intrinsic value
of the equity instrument awarded. The Company accounts for its stock based
compensation awards to employees under the provisions of APB 25, and will
disclose the required pro forma effect on net income and earnings per share at
such time as options are granted.

Options and warrants issued to non-employees have been valued under SFAS 123
using the Black-Scholes option-pricing model.

3. - ACCOUNTS RECEIVABLE
------------------------

Accounts receivable are presented net of an allowance for doubtful accounts of
$3,544 as of December 31, 2002. Bad debt expense was -$35,672 and $8,028 for the
three months ended December 31, 2002 and 2001, respectively, and -$35,672 and
$19,671 for the six months ended December 31, 2002 and 2001 respectively. The
negative $35,672 represents two receivables, which were previously charged to
bad debt expense but were both collected in January 2003.


4. - INVENTORIES
----------------
                                                                       December
Inventories consist of the following:                                    2002
-------------------------------------                                    ----

Finished goods, net                                                   $  11,286
Raw materials, net                                                       62,577
                                                                      ---------
                                                                      $  73,863

5. - PROPERTY AND EQUIPMENT
---------------------------

Property and equipment consist of the following at December 31, 2002:

Production molds               Est. 5 yr life                         $ 77,113

Depreciation of $23,134 related to the molds has been expensed through the
period ended December 31, 2002.

6. - COMMITMENTS AND CONTINGENCIES
----------------------------------

Exclusive License Agreement
---------------------------

On August 19, 1999, the Company entered into an exclusive worldwide license
agreement with Beverly Sassoon International, LLC Beverly Sassoon and Elan
Sassoon. The agreement was modified in October 2000 and amended in March 2001.
The agreement grants the Company the rights to utilize Ms Sassoon's and Mr.
Sassoon's names and likenesses with the manufacturing and promotion of products,
except for hair care products. The term of this Exclusive License Agreement is
99 years, with a 99-year renewal at the Company's option.

                                       7
<PAGE>

The Company retains full control over the manufacturing, development and
marketing of the Company's products. Ms. Sassoon and Mr. Sassoon, through
Beverly Sassoon International, LLC will consult with the Company in connection
with product development and marketing.

Under the amended agreement, the Company pays Beverly Sassoon International, LLC
a royalty which is the greater of (i) $68,250 for each fiscal quarter in six
equal installments on the 1st and 15th of each month or (ii) a payment within 5
days after the Company files its quarterly and annual financial statements with
the U. S. Securities and Exchange Commission equal to (A) 2% of estimated annual
gross revenue (as defined) up to $22,500,000, plus (B) 1.25% of estimated annual
gross revenues from $22,500,000 up to $45,000,000, plus (C) .75% of estimated
annual gross revenues exceeding $45,000,000. Notwithstanding the foregoing the
minimum payment shall be automatically increased to $75,000 for each fiscal
quarter in which the Company reports net income before depreciation and income
taxes. Under the amended agreement, the royalty payment termination date of
August 19, 2001 was changed to the period of the Exclusive License Agreement.

Leases
------

The Company has certain non-cancelable operating leases for office space and
office equipment. Rent expense was $8,470 and $17,956 for the three months ended
December 31, 2002 and 2001, respectively, and $36,682 and $35,494 for the six
months ended December 31, 2002 and 2001 respectively.

On September 23, 2002, the Company relocated its Corporate Headquarters to 6501
Congress Avenue, Boca Raton, Florida 33487. The Company will be negotiating a
settlement with its previous landlord regarding the outstanding commitment under
the lease agreement. Until these negotiations are concluded, the company will
accrue the appropriate rent expense, which amounts to $8,470 as of December 31,
2002. The outcome of this matter may materially, adversely affect the Company's
operating results in future periods.

Purchase Commitment
-------------------

The Company has purchase volume commitments for bottles and caps with a supplier
through 2005, to cover the $77,113 cost of creating the molds used to
manufacture the bottles and caps exclusively for them. The Company has recorded
the cost of the molds as a fixed asset and the remaining payable as a long-term
payable to supplier in the accompanying condensed financial statements. The
remaining payable to the supplier as of December 31, 2002, is $67,532. The
payable is reduced when new orders are placed with the supplier. The Company
will have to pay the remaining balance of the payable at the end of the
five-year commitment. Title to the molds passes to the Company when the volume
commitments are satisfied.


                                       8
<PAGE>


7. - RELATED PARTIES
--------------------

In July of 2002, the Companies Board of Directors adopted a resolution to enter
into an investment agreement with two existing material shareholders of the
Company. In stages, but no later than November 5, 2002, the investors invested
into the Company $280,000, in exchange for a Promissory Note for $280,000
(Coupon of 10%, Maturity date of April 30, 2003) and 840,000 Warrants to
purchase common stock (expiration date of July 19, 2007, exercise price of
$0.01).

As of December 31, 2002, there is $780,000 of outstanding notes payable to
related parties. The Company incurred interest expense of $13,468 and $22,438
for the three months ended and the six months ended December 31, 2002
respectfully, and has a balance of $37,438 in interest payable, which is
included in payables to related parties. In addition, the Company recognized
$303,600 in additional interest expense relating to the warrants issued in
connection with the promissory note above during the six months ended December
31, 2002.

Royalty and other expenses for Beverly Sassoon International, LLC, a stockholder
of the Company and an entity controlled by Beverly Sassoon and Elan Sassoon,
were $68,200 and $68,250 for the three months ended December 31, 2002 and 2001,
respectively, and $136,450 and $140,000 for the six months ended December 31,
2002 and 2001 respectively. At December 31, 2002, $11,375 of royalty is payable
and is included in payables to related parties.

In October 2000, the Company entered into a consulting agreement for financial
advisory and investment banking services with an NASD broker dealer as
summarized in Note 11. The Company's secured note holder (see above) and primary
convertible preferred shareholder is a stockholder of the Company and president
of the broker dealer. Under this agreement, consulting expense was $15,000 and
$15,000 for the three months ended December 31, 2002 and 2001, respectively, and
$30,000 and $45,863 for the six months ended December 31, 2002 and 2001
respectively. At December 31, 2002, $50,000 remains payable and is included in
payables to related parties.
..

Legal fees of $0 and $11,536 for the three months ended December 31, 2002 and
2001, respectively, and $0 and $22,984 for the six months ended December 31,
2002 and 2001 respectively were incurred with a law firm, in which the firm and
certain of its principals are stockholders of the Company.

Public relations expense and related expenses of $145 and $17,002 for the three
months ended December 31, 2002 and 2001, respectively, and $755 and $33,976 for
the six months ended December 31, 2002 and 2001 respectively were incurred with
a public relations firm that is a stockholder of the Company.

8. - INCOME TAXES
-----------------

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting For Income Taxes."
SFAS No. 109 requires the recognition of deferred tax liabilities and assets for
temporary differences, operating loss carry-forwards, and tax credit
carry-forwards.


                                       9
<PAGE>

A temporary difference is a difference between the tax basis of an asset or
liability and its reported amount in the financial statements that will result
in taxable or deductible amounts in future years when the asset is recovered or
the liability is settled. Deferred taxes represent the future tax return
consequences of these differences.

The Company has not recognized any benefit of such net operating loss
carry-forwards in the accompanying financial statements in accordance with the
provisions of SFAS No. 109 as the realization of this deferred tax benefit is
not more likely than not. A 100% valuation allowance has been recognized to
offset the entire effect of the Company's net deferred tax assets.

9. - STOCK OPTIONS AND WARRANTS
-------------------------------

Stock Options
-------------

The Company has a stock option plan entitled the 1997 Stock Option Plan under
which 1,000,000 shares of common stock have been reserved for issuance pursuant
to options granted under the plan. The Plan provides for the award of options,
which may be either incentive stock options (ISO's) within the meaning of the
Internal Revenue Code or non-qualified options (NQO's), which are not subject to
special tax treatment. The Plan is administered by the board of directors.
Subject to certain restrictions, the board of directors is authorized to
designate the number of shares to be covered by each award, the terms of the
award, the dates on which and the rates at which options or other awards may be
exercised, the method of payment, and other terms. As of December 31, 2002, the
Company had 644,167 options issued under this plan.

Warrants
--------

During the six months ended December 31, 2002, the Company issued the following
warrants which remain outstanding:

                        Warrants expiring the fourth quarter of 2007, to
         purchase 450,000 shares of the Company's common stock, at $.01 per
         share with registration rights with respect to the common stock
         underlying the warrants. Interest expense of $96,750 has been recorded
         as the cost of capital in additional paid-in capital.

                      Warrants expiring the third quarter of 2007, to purchase
         390,000 shares of the Company's common stock, at $.01 per share with
         registration rights with respect to the common stock underlying the
         warrants. Interest expense of $206,850 has been recorded as the cost of
         capital in additional paid-in capital.

10. - FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------------

The respective carrying value of certain on-balance sheet financial instruments
(cash, accounts receivable, 6% demand notes payable, accounts payable, and
accrued expenses) approximated their fair values. Fair values were assumed to
approximate carrying values for these financial instruments since they are short
term in nature and their carrying amounts approximate fair values or they are
receivable or payable on demand.

                                       10
<PAGE>


11. - FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES CONSULTING CONTRACT
----------------------------------------------------------------------------

On October 13, 2000, the Company entered into a consulting agreement for
financial advisory and investment banking services with an NASD broker dealer.
Certain principals of the broker dealer are stockholders of the Company,
including the primary convertible preferred shareholder. The agreement provides
a monthly consulting fee of $10,000 (amended to $5,000 per month effective
October 2001) plus five-year "cashless exercise" warrants to purchase 250,000
shares of the Company's common stock at an exercise price of $1.50 (as adjusted)
for which the broker dealer will have registration rights with respect to the
common stock underlying the warrants.

Additionally, the agreement provides for payment of a transaction fee equal to
1) 5% of the consideration up to $3,000,000, plus 2) 3% of the consideration
from and including $3,000,000 up to $5,000,000, plus 3) 1% of the consideration
including and in excess of $5,000,000. In addition to the consulting fee and
transaction fee, the agreement provides for payment of an alternate transaction
fee subject to a minimum of $25,000 and 1) in connection with any equity
securities financing in a public offering, a fee to be agreed upon by the
Company and the broker dealer; 2) in connection with any equity securities
financing in a private placement, a) a cash fee equal to 10% of the gross
proceeds raised, plus b) a non-accountable expense fee equal to 3% of the
offering price of the securities sold, plus c) the broker dealer shall have the
right to purchase, for $.01 each, "cashless exercise" warrants to purchase
common stock equal to 10% of the number of shares of common stock sold in equity
securities financing. The warrants will have a term of five years and have an
exercise price of 100% of the per share price (or conversion price of the
securities, if applicable) at which the investors invested in connection with
the equity securities financing and will be transferable to the broker dealer's
employees and affiliates. The broker dealer shall also be granted registration
rights with respect to the common stock underlying such warrants which will
include at least one demand registration right at the Company's cost and an
unlimited number of piggyback registration rights; 3) in connection with any
debt securities financing, such amount as shall be agreed upon by the Company
and the broker dealer; 4) in connection with any bank financing that is
consummated prior to termination of this agreement in which the broker dealer
acts as arranger, the Company shall pay the broker dealer aggregate arrangement
fees in an amount to be agreed upon, payable on the date of execution of
definitive documentation with respect thereto, which fee shall be in addition to
any fee payable to any affiliate of the broker dealer that may act as agent or a
member of a lending syndicate or otherwise as a participant in any such bank
financing.

The term of this agreement is for the three years ending October 12, 2003 and is
renewable by mutual consent. The agreement provides that the Company agrees to
retain the broker dealer on an exclusive basis in connection with a possible
transaction, alternate transaction or financing for the term of the agreement.


                                       11
<PAGE>

12. - GOING CONCERN
-------------------

In September 2002, the Company entered into an arrangement with Valuevision
d/b/a Shop NBC, to market its skin care products on their twenty-four hour
shopping network. In addition, in October 2002, the company entered into an
agreement with Keen Ween International Enterprises, Inc. to distribute Beverly
Sassoon & Co. products in the territory of China. Shop NBC accounted for 100% of
gross sales for the six months ended December 31, 2002 and the company received
$50,000 of the $150,000 licensing fee as per the Keen Ween International
Enterprises, Inc. agreement. The Company incurred net losses of $196,500 and
$409,336 for the three months ended December 31, 2002 and 2001, respectively,
and $609,865 and $544,993 for the six months ended December 31, 2002 and 2001,
respectively. Net cash used in operations was $284,952 and $1,049,737 for the
six months ended December 31, 2002 and 2001, respectfully. The Company had net
sales of $123,777 and $50,013 for the three months ended December 31, 2002 and
2001 respectively, and $179,555 and $698,763 for the six months ended December
31, 2002 and 2001 respectively. Due to recurring net losses and negative cash
flows from operations, there is substantial doubt about the Company's ability to
continue as a going concern.

Depending on future sales, the Company may be required to raise additional
funding to fund operations for the fourth quarter of the year ending June 30,
2003. The expected capital needs assume that the Company's demand note holders,
one of whom is the Company's controlling shareholder, will not demand payment of
his $630,000 demand notes or any significant part thereof. In addition $280,000
of the outstanding notes come due in April 2003.

The eventual outcome of the success of management's plans cannot be ascertained
with any degree of certainty. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

13. - SUBSEQUENT EVENTS
-----------------------

As of December 31, 2002, the Company was due to receive a payment of $200,000
per its signed agreement with Keen Ween International Enterprises, Inc., which
represented the balance of $100,000 due for the territorial licensing fee and
$100,000 towards future product purchases over the first six months of the
agreement. In January 2003, the company received $50,000 of the $200,000, and
applied it toward the balance of the licensing fee due. The Company has put Keen
Ween International Enterprises, Inc. on notice that it is in default of its
agreement dated October 22, 2002.


                                       12
<PAGE>


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

GENERAL

The Company was incorporated in Florida on July 14, 1995 under the name CindyCo,
Inc. In August 1999, the Company changed its name to International Cosmetics
Marketing Co. (the "Company") and concurrently entered into an agreement for the
exclusive worldwide rights to use the names and likenesses of Beverly Sassoon
and Elan Sassoon.

 The Company commenced operations in late 1999 to develop and distribute a
variety of skin care and nutritional products branded with the Beverly Sassoon
and Elan Sassoon names. Following the initial test phase from December 1999
through February 2001 using a network marketing distribution model, the Company
developed products for retail distribution. In the fourth quarter of fiscal
2001, the Company received orders from a large retail outlet for skin care
products and subsequently sun care products. In December 2001, the Company's
relationship with a large retail outlet was terminated and redirected its
marketing strategy to a direct-to-consumer approach. The Company began selling
its products on Shop NBC in September 2002.

In October, 2002, the Company signed an agreement with Keen Ween International
Enterprises, Inc. to retain the rights to be the sole distributor for its
VitaOrganic SkinCare products in China, which includes Taiwan, Hong Kong and
Macau. The Company received the first $50,000.00 (United States Dollars) at the
time of the signing of the Agreement, which represented part of the
distributor's first-year licensing commitment of $150,000.00. In addition, the
distributor plans to develop a wide range of Beverly Sassoon branded products
for distribution in China, for which the Company would receive additional,
ongoing royalties. To retain rights to develop and market Beverly Sassoon
products in the region in subsequent years, the distributor must maintain a
minimum level of purchases / royalties of $250,000 per quarter. All payments are
made in advance through wire transfer, prior to shipments.

The Company's objective is to develop a unique line of skin care products with a
quality and selection traditionally distributed through a direct-to-consumer
approach. The Company believes that a unique niche exists for their products in
the upper end of the mass market. As the awareness of the product line becomes
more established, the Company anticipates that some line extension can be
developed, as well as additional licensing opportunities.

The Company's fiscal year end is June 30 and its executive offices are located
at 6501 Congress Avenue, Suite 100, Boca Raton, Florida 33487. The Company's
telephone number is 561-999-8878.

RESULTS OF OPERATION

Comparison of the Company's financial information for the three and six months
ended December 31, 2002 and 2001:

                                       13
<PAGE>

Company net sales for the three months ended December 31, 2002 and 2001 were
$123,777 and $50,013 respectively and for the six months ended December 31, 2002
and 2001 were $179,555 and $698,763 respectively. The decrease in sales resulted
from the Company terminating its relationship with a large retail outlet last
fiscal year and by redirecting its marketing strategy to a direct-to-consumer
approach, which will involve a transition period. Licensing fee revenue of
$12,500 is included in the three months ended and the six months ended December
31, 2002 sales.

Gross profit as a percentage of net sales was 71% and 38% for the three months
ended December 31, 2002 and 2001, respectively and 73% and 59% for the six
months ended December 31, 2002 and 2001, respectively. The increase in gross
profit resulted primarily from more favorable margins in on our new pricing
strategy under the new sales model.

Royalty expense was $68,200 and $68,250 for the three months ended December 31,
2002 and 2001, respectively and $136,450 and $140,000 for the six months ended
December 31, 2002 and 2001, respectively.

Selling, general and administrative expenses were $105,697 and $354,554 in the
three months ended December 31, 2002 and 2001, respectively, and $278,610 and
$772,717 for the six months ended December 31, 2002 and 2001, respectively.
Selling, general and administrative expenses as a percentage of net sales were
85% and 709% for the three months ended December 31, 2002 and 2001, respectively
and 155% and 111% for the six months ended December 31, 2002 and 2001,
respectively. The decrease in total dollars is primarily attributable to the
reduction in employees and their related cost of $187,614, as well as a
reduction in professional fees of $176,461 and selling expenses of $120,903.
Lower net sales levels generated the percentage increase.

Interest expense was $110,218 and $10,084 for the three months ended December
31, 2002 and 2001, respectively and $326,038 and $22,340 for the six months
ended December 31, 2002 and 2001, respectively. The increase is attributable to
a charge of $303,600, which was related to warrants that were issued as part of
a funding agreement that was executed in July 2002.

Net losses were $196,500 and $409,336 for the three months ended December 31,
2002 and 2001, respectively and $609,865 and $544,993 for the six months ended
December 31, 2002 and 2001, respectively. Net loss as a percentage of net sales
were 159% and 818% for the three months ended December 31, 2002 and 2001,
respectively and 340% and 78% for the six months ended December 31, 2002 and
2001, respectively. The increase in net losses in 2002, is directly related to
the $303,600 charge to interest expense related to the issuance of warrants
issued to raise working capital and a decrease in sales of $519,208.

The Company plans to funds it's operations through sales from ShopNBC, potential
licensing fees and international sales, and through new forms of distribution of
the company's current products and those in development. In addition, the
Company will continue to minimize expense and overhead.

CONCENTRATIONS

In the six months ended December 31, 2002, 93% of the revenue was sales to Shop
NBC and the remaining 7% was licensing fees from Keen Ween International
Enterprises, Inc.

                                       14
<PAGE>

As of December 31, 2002, inventory on hand will be used primarily to fulfill the
orders of Shop NBC and future orders from Keen Ween International Enterprises,
Inc. The Company currently has one primary supplier for inventory containers,
packing and shipping material, and product fulfillment.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal needs for funds have been for working capital
(principally inventory purchases and operating expenses), commissions, royalty
expense, capital expenditures, and the development of operations for the U.S.
market. The Company has generally relied on cash flow from sales, as well as
cash generated from the issuance of convertible debentures, preferred stock,
common stock, and notes payable of approximately $7,700,000 since August 1999,
including approximately $6,920,000 and $780,000 from the issuance of stock and
secured notes, respectively, through December 31, 2002. Current funding will
come from sales through an arrangement with Valuevision d/b/a Shop NBC as well
as revenue generated from other sources. In addition, the Company might have to
raise additional capital to repay $280,000 in notes, which come due in April
2003.

For the six months ended December 31, 2002, the Company had negative cash flow
from operations of $284,952. This negative cash flow from operations is
primarily related to the Company's net loss. Excluding the repayment of
outstanding notes of $280,000 and a $50,000 expenditure for an upcoming trade
show, the company is projecting that it will require sales of approximately
$75,000 per month to create a positive cash flow.

As of December 31, 2002, the working capital deficit was $1,069,286. Cash at
December 31, 2002 was $51,683.

There were no capital expenditures for the six months ended December 31, 2002.
The Company anticipates minimal, if any, capital expenditures during the
remainder of the fiscal year and plans to finance future expenditures from
operations when they occur.

The Company leases office space under a non-cancelable operating lease expiring
October 31, 2004. Minimum future operating lease obligations at December 31,
2002 were $142,400 including $38,085 for the remainder of fiscal 2003. On
September 23, 2002, the Company relocated its Corporate Headquarters to 6501
Congress Avenue, Boca Raton, Florida 33487. The Company will be negotiating a
settlement with its previous landlord regarding the outstanding commitment under
the lease agreement and the settlement may adversely affect the Company's
ability to implement its marketing strategy

The Company has redirected its marketing strategy to a direct-to-consumer
approach and has reduced its' operating expenses. The expected capital needs
assume that the Company's demand note holders, one of whom is the Company's
controlling shareholder, will not demand payment of his $630,000 demand notes or
any significant part thereof. There is no assurance that the Company can
generate profitable sales and raise additional funding if it is needed. The
failure of the Company to increase profitable sales and to raise additional
funding would have a material adverse effect on the Company's business,
financial condition, and results of operations and the Company may have to
curtail operations.

                                       15
<PAGE>

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made above, including those in the Liquidity and Capital
Resources section, herein are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements consist of
any statement other than a recitation of historical fact and be identified by
the use of forward-looking terminology such as "may," "expect," "anticipate,"
"estimate," or "continue" or the negative thereof or other variations thereon or
comparable terminology. The reader is cautioned that all forward-looking
statements are necessarily speculative and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements. The Company does not
have a policy of updating or revising forward-looking statements and thus it
should not be assumed that silence by its management over time means that actual
events are bearing out as estimated in such forward looking statements.

ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's President / Chief Financial Officer and a Director. Based upon that
evaluation, they concluded that the Company's disclosure controls and procedures
are effective in gathering, analyzing and disclosing information needed to
satisfy the Company's disclosure obligations under the Exchange Act.

Changes in internal controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.


                            PART II OTHER INFORMATION

Item 1   Legal Proceedings

On November 7, 2000, a complaint was filed against the company and other
defendants in the Superior Court of the State of California for the County of
Santa Barbara (Case No. 01037203 - Ann Pennock Marshall v. Beverly Sassoon
International, LLC; Beverly Sassoon & Company; Beverly Sassoon, individually;
Paul Lambert; and Michelle Spitz). The complaint alleges that Beverly Sassoon


                                       16
<PAGE>

International, LLC ("BSI") and other defendants involved with BSI fraudulently
induced an elderly investor to loan $150,000 to BSI when BSI never intended to
pay the loan. The complaint alleges, among other things that the Company is the
successor in interest to BSI and is therefore liable to the Plaintiff. In the
third quarter of the fiscal year ended June 30, 2002, the lawsuit was settled
with a full, complete, mutual and general release of all claims at no cost to
the company. The settlement stated that certain shares of common stock held by
the Plaintiff be included in a Form SB-2 to be filed with the SEC. As of
December 31, 2002, the form SB-2 has not been declared effective by the SEC. Per
the provisions of rule 479 under the Securities Act, as of January 31, 2003 the
SEC has the right to enter an order declaring the registration statement
abandoned.

Item 2   Changes in Securities and Use of Proceeds

Information in response to the requirements of this Item is disclosed above, in
PART I, Item 2, under the Liquidity and Capital Resources section.

Item 3   Defaults upon Senior Securities

None

Item 4 Submissions of Matters to a Vote of Security Holders

None

Item 5   Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits required by Item 601 of Regulation S-B

              10(xvii) Investment Agreement dated July 19, 2002 by and between
              International Cosmetics Marketing Co. and Stanford Venture Capital
              Holdings, Inc. and Nico P. Pronk.*

(b) Reports on Form 8-K during the fiscal quarter ended December 31, 2002.

              None

* Previously filed.



                                       17
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, International Cosmetics Marketing Co. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.


                        International Cosmetics Marketing Co.


                        By:  /s/  Mark A. Pinvidic
                             ------------------------
                        Mark A. Pinvidic, President and Chief Financial Officer


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


Signature                         Title                            Date
---------                         -----                            ----


/s/ Nico P. Pronk                Director                     February 19, 2003
---------------------------
Nico P. Pronk


/s/ Mark A. Pinvidic             President and acting          February 19, 2003
---------------------------      Chief Financial Officer
Mark A. Pinvidic


                                       18
<PAGE>

                                 CERTIFICATIONS

I, Nico P. Pronk certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of International
         Cosmetics Marketing Co.

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

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

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

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

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

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

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

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

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

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


Date: February 19, 2003


/s/ Nico P. Pronk
-----------------------
Nico P. Pronk, Director



                                       19
<PAGE>


I, Mark A. Pinvidic certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of International
         Cosmetics Marketing Co.

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

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

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

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

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

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

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

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

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

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


Date: February 19, 2003


/s/ Mark A. Pinvidic
----------------------
Mark A. Pinvidic, President and Acting CFO


                                       20