Washington, DC 20549

                                 AMENDMENT NO. 1
                                       To
                                   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 September 30, 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 November 14, 2002,
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>
                                                                            September
                                                                               2002
                                                                            ---------
<S>                                                                         <C>
                           ASSETS
Current Assets:

    Receivables                                                             $    55,777
    Inventory, net                                                              105,079

                Total current assets                                            160,856

Office furniture and equipment, net                                              77,113
Deposits                                                                            654
                                                                            -----------

                Total assets                                                $   238,623
                                                                            ===========


          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
    Demand notes payable to stockholder                                     $   630,000
    Accounts payable                                                            412,481
    Payables to related parties                                                  83,969
    Accrued liabilities                                                          26,980
                                                                            -----------

                Total current liabilities                                     1,153,430

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 and 5,488,963 shares issued
      and outstanding                                                             8,492
    Additional paid-in capital                                                6,797,666
    Accumulated deficit                                                      (7,788,718)
                                                                            -----------

                Total stockholders' deficiency                                 (982,339)
                                                                            -----------

                Total liabilities and stockholders' deficiency              $   238,623
                                                                            ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>

                     International Cosmetics Marketing Co.

                            Statement of Operations
                                  "Unaudited"


<TABLE>
<CAPTION>
                                               Three Months    Three Months
                                                  Ended           Ended
                                               September 30,   September 30,
                                                   2002            2001
<S>                                            <C>             <C>
Net sales                                      $    55,778     $   648,750

Cost of sales                                       12,162         258,751
                                               -----------     -----------
Gross profit                                        43,616         389,999

Operating expenses:
    Selling expenses                                39,999         140,944
    Royalty and other - licensors                   68,250          71,750
    General and administrative                     132,914         309,101
                                               -----------     -----------

Total operating expenses                           241,163         521,795
                                               -----------     -----------

Operating loss                                    (197,547)       (131,796)
                                               -----------     -----------

Other income (expense):
     Forgiveness of debt                                --           6,690
     Interest income                                     2           1,705
     Interest expense                             (215,819)        (12,256)

                                                  (215,817)         (3,861)
                                               -----------     -----------

Loss before income taxes                          (413,364)       (135,657)

Provision for income taxes                              --              --
                                               -----------     -----------

Net loss                                          (413,364)       (135,657)

                                                        --              --
                                               -----------     -----------
Net loss applicable to common stock            $  (413,364)    $  (135,657)


Net loss per share:
    Basic                                      $     (0.05)    $     (0.02)
    Diluted                                    $     (0.05)    $     (0.02)
Weighted average common shares outstanding:

    Basic                                        8,491,579       5,804,044
    Diluted                                      8,491,579       5,804,044
</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>
                                                                                   Three Months    Three Months
                                                                                       Ended           Ended
                                                                                   September 30,   September 30,
                                                                                       2002            2001

<S>                                                                                <C>             <C>
Cash Flows From Operating Activities:
    Net loss                                                                       $  (413,364)    $  (135,657)
    Adjustments to reconcile net loss to net cash used
      in operations:
        Depreciation expense                                                                --           7,500
        License amortization expense                                                        --           3,477
        Provision for uncollectible acccounts                                               --          11,642
        Interest expense - Warrants                                                    206,850              --
        Stock options - licensors                                                           --           6,459
        Changes in operating assets and liabilities:
            Accounts receivable                                                        (54,452)        (20,898)
            Inventory                                                                    9,217        (165,919)
            Deposits for inventory purchases                                                --          55,236
            Prepaid expenses and other current assets                                   32,803           4,839
            Accounts payable                                                           (16,913)         25,224
            Bank overdraft                                                              11,088              --
            Payable to related parties                                                  23,969         (28,096)
            Accrued liabilities                                                         14,167          24,192
                                                                                   -----------     -----------
                Net cash used in operating activities                                 (186,635)       (212,001)

Cash Flows From Investing Activities:
    Purchase of computer equipment                                                          --          (3,800)
                                                                                   -----------     -----------

                Net cash used in investing activities                                       --          (3,800)

Cash Flows from Financing Activities:
     Proceeds from issuance of notes payable to stockholder                            130,000         230,000
     Proceeds from issuance of common stock and warrants, net of issuance costs             --       1,410,126
    Proceeds from issuance of preferred stock                                               --              --
                                                                                   -----------     -----------

                Net cash provided by financing activities                              130,000       1,640,126

                Net increase in cash                                                   (56,635)      1,424,325

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

Cash, end of period                                                                $        (0)    $ 1,513,911
                                                                                   ===========     ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                      International Cosmetics Marketing Co.

                       Condensed Statements of Cash Flows
                                   "Unaudited"

<TABLE>
<CAPTION>
                                                      Three Months     Three Months
                                                          Ended            Ended
                                                       September 30,    September 30,
                                                           2002             2001
                                                       -------------    -------------
<S>                                                       <C>                <C>
Supplemental disclosure of cash flow information:

    Interest paid                                         $--                $20,558




Supplemental Disclosure of Noncash Investing and Financing Activities for the
three months ended September 30, 2001:
    Options of certain licensors valued at $12,126

</TABLE>

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

                                       5

<PAGE>

                      INTERNATIONAL COSMETICS MARKETING CO.
                          NOTES TO FINANCIAL STATEMENTS

International Cosmetics Marketing Co.
Notes to Condensed Financial Statements (Unaudited)
For the three months ended September 30, 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 months ended September 30, 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.

                                       6
<PAGE>

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

Throughout Fiscal 2001, and 2002, title and risk of the company's products
passed when the products were shipped. In the first quarter of fiscal 2003, the
Company entered into an agreement with ShopNBC. ShopNBC has the right to return
unsold products for a period of 30 days. Title and risk under this arrangement
passes after the 30-day period and the Company recognizes revenue at that time.

The Company's distributor in China pre-pays for products and has 90 days
following pre-payment to submit Purchase Orders for the Company's products. In
the event that the distributor does not submit Purchase Orders within the 90-day
period, the pre-payment is forfeited to the Company. Title to the product passes
at the time of shipment. Revenue is recognized upon shipment. Licensing fees
will be amortized over the life of the license.

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

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

Cash and Cash Equivalents
-------------------------

Cash consists of demand deposits and cash equivalents, which are short-term
investments with original maturities of 90 days or less. At September 30, 2002
the Company had no cash equivalents.

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 September 30, 2002 the allowance recorded is $578,699.

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.

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),

                                       7
<PAGE>

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
form 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.

Reclassifications
-----------------

Certain reclassifications have been made to the financial statements for the
prior year to conform to the presentation of the current year.

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

Accounts receivable are presented net of an allowance for doubtful accounts of
$39,216 as of September 30, 2002. Bad debt expense was $0 and $11,642 for the
three months ended September 30, 2002 and 2001, respectively.

4. - INVENTORIES
----------------

                                                                       Sept. 30
         Inventories consist of the following:                           2002
                                                                       --------

Finished goods, net                                                    $ 42,502
Raw materials, net                                                       62,577
                                                                       --------
                                                                       $105,079

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

Property and equipment consist of the following at September 30, 2002:

Production molds     Est. 10 yr life     $77,113

No depreciation expense has been recognized on these molds to date. The related
payable is reduced when new orders are placed with the supplier. No new orders
have been placed this quarter.

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.

                                       8
<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 $28,212 and $17,538 for the three months
ending September 30, 2002 and 2001, respectively.

On September 23, 2002, the Company relocated its Corporate Headquarters to 6501
Congress Avenue, Boca Raton, Florida 33487. The Company's current business model
of a more direct-to-customer approach has different facility requirements than
the previous model. The Company will be negotiating a settlement with its
previous landlord regarding the outstanding commitment under the lease
agreement. The outcome of this matter may materially, adversely affect the
Company's operating results in future periods.

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

The Company had molds produced in order to manufacture unique proprietary
bottles and caps for its products. The cost of these molds was to be recovered
over a five-year period by the purchase of these bottles plus an additional
amount for the molds. If the manufacturer does not recover the total cost of
$77,113, the Company will be required to pay any remaining balance. The first
orders of bottles and caps reduced the Company's payable of $77,113 to $67,532.
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. Title to the molds passes to the Company upon
payment of the molds.

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 will
invest into the Company

                                       9
<PAGE>

$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 September 30,
2002, $130,000 has been invested into the Company and 390,000 warrants issued.

As of September 30, 2002, there is $630,000 of outstanding notes payable to
related parties. The Company incurred interest expense of $8,969 for the three
months ended September 30, 2002 and has interest payable of $23,969, which is
included in payables to related parties. In addition the Company recognized
$206, 850 in additional interest expense relating to the warrants issued in
connection with the promissory note above.

Royalty and other expenses of $68,250 and $71,750 were incurred for the three
months ended September 30, 2002 and 2001, respectively to Beverly Sassoon
International, LLC, a stockholder of the Company and an entity controlled by
Beverly Sassoon and Elan Sassoon. At September 30, 2002, $11,375 of royalty is
payable.

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 14. 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 of $15,000 and
$30,863 was incurred during the three months ended September 30, 2002 and 2001,
respectively, and $60,000 remains payable at September 30, 2002. In September
2001, the Company entered into a Placement Agent Agreement with the broker
dealer in connection with sale of stock. Under the agreement, the Company pays a
fee equal to ten percent of the price of each share sold by or through the
placement agent and an expense allowance equal to three percent of the gross
proceeds of stock sold. In connection with shares of common stock sold for
$1,109,360, the Company incurred fees and expenses to the placement agent of
$216,323, which have been charged against additional paid-in capital.

Legal fees of $0 and $11,448 in the three months ended September 30, 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 $610 and $16,974 were incurred
with a public relations firm that is a stockholder of the Company in the three
months ended September 30, 2002 and 2001, respectively.

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.

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.

                                       10
<PAGE>

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 September 30, 2002, the
Company had 644,167 options issued under this plan.

Warrants
--------

During the quarter ended September 30, 2002, the Company issued warrants which
remain outstanding at September 30, 2002 as follows:

                      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.

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

                                       11
<PAGE>

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.

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. Shop NBC accounted for 100% of gross sales for the three
months ended September 30, 2002. The Company incurred net losses of $413,364 and
$135,657 for the three months ended September 30, 2002 and 2001, respectively,
and net cash used in operations was $186,635 for the three months ended
September 30, 2002. The Company had net sales of $55,778 and $648,750 for the
three months ended September 30, 2002 and 2001 respectively. Due to recurring
net losses and negative

                                       12
<PAGE>

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 second quarter of the year ending June 30,
2003. The expected capital needs assume that the Company's demand note holder,
who is the Company's controlling shareholder, will not demand payment of the
$630,000 demand notes payable or any significant part thereof.

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
-----------------------

Subsequent to the quarter ended September 30, 2002, the Company secured a
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 minimum purchase and licensing commitment
of $600,000.00. 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.

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 will
invest 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). In the second quarter of this fiscal year the balance of $150,000 has
been received by the Company.

14 -  RESTATEMENT
-----------------

On November 27, 2002, we received a letter of comment from the Securities and
Exchange Commission (SEC) relating to matters disclosed in our September 30,
2002 financial statements included in FORM 10Q-SB filed on November 19, 2002.
In connection with this letter of comment, we agreed to restate our financial
statements as of and for the quarter ended September 30, 2002. The restatement
reflects additional disclosure in the footnotes of the financial statements. The
principal adjustments are as follows:

Footnote   2: Revenue recognition policy
Footnote   6: Detail of Purchase commitment

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

                                       13
<PAGE>

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.

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 months ended
September 30, 2002 and 2001:

Company sales for the three months ended September 30, 2002 and 2001 were
$55,778 and $648,750 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. The
first sales under this new strategy took place in September 2002.

Gross profit as a percentage of net sales was 78% and 60% for the three months
ended September 30, 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.

Selling expenses as a percentage of net sales was 72% and 22% for the three
months ended September 30, 2002 and 2001, respectively. The increase is due to
lower sales levels and fixed consulting expenses in 2002.

Royalty expense was $68,250 and $71,750 for the three months ended September 30,
2002 and 2001, respectively.

General and administrative expenses were $132,914 and $309,101 in the three
months ended September 30, 2002 and 2001, respectively. General and
administrative expenses were 203% and 48% of net sales for the three months
ended September 30, 2002 and 2001, respectively. The decrease in total dollars
is primarily attributable to the reduction in employees and their related cost,
as well as a reduction in professional fees. Lower net sales levels generated
the percentage increase.

                                       14
<PAGE>

Interest expense was $215,819 and $12,256 for the three months ended September
30, 2002 and 2001, respectively. The increase is attributable to a charge of
$206,850, which was related to warrants that were issued as part of a funding
agreement that was executed in July 2002.

Net losses were $413,364 and $135,657 for the three months ended September 30,
2002 and 2001, respectively. Net loss as a percentage of net sales was 741% for
the three months ended September 30, 2002 as compared to 21% for September 30,
2001. The increase in net losses in 2002, is directly attributable to lower
sales levels and the additional cost that was incurred with raising capital.

CONCENTRATIONS

In the quarter ended September 30, 2002, 100% of gross sales were to Shop NBC.

As of September 30, 2002, inventory on hand will be used primarily to fulfill
the orders of Shop NBC. 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), commissions, royalty expense, operating
expenses, capital expenditures, and the development of operations for the U.S.
market. The Company has generally relied on cash flow from sales, issuance of
convertible debentures, preferred stock, common stock, and notes payable of
approximately $7,330,000 since August 1999, including approximately $6,700,000
and $630,000 from the issuance of stock and secured notes, respectively, through
June 30, 2002. Current funding will come from sales through an arrangement with
Valuevision d/b/a Shop NBC as well as an investment agreement which will invest
$280,000 in the form of secured notes into the Company during the first half of
fiscal 2003.

For the three months ended September 30, 2002, the Company had negative cash
flow from operations of $186,635. This negative cash flow from operations
primarily related to the Company's net loss.

As of September 30, 2002, the working capital deficit was $992,574. Cash at
September 30, 2002 was $0.

There were no capital expenditures for the three months ended September 30,
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 September 30,
2002 were $149,869 including $46,377 for the remainder of fiscal 2003. On
September 23,

                                       15
<PAGE>

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 holder, who is the Company's controlling
shareholder, will not demand payment of the $630,000 demand notes payable 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.

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.

                                       16
<PAGE>

                            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
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 this fiscal year 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 September 30, 2002, the
form SB-2 has not been declared effective by the SEC.

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

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

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

                      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
                      September 30, 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                  November 20, 2002
---------------------------
Nico P. Pronk

/s/ Mark A. Pinvidic                President and acting      November 20, 2002
---------------------------         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: November 19, 2002


/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-KSB 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:

d)           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;

e)           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

f)           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):

c)       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

d)       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: November 20, 2002


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


                                       20