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

                                  FORM 10-KSB/A


[X]  ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934  for  the  year  ended  December  31,  2003

[ ]  TRANSITION  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934  for  the  transition  period  from  _______  to  _______

COMMISSION FILE NUMBER: 001-14973
---------------------------------

                          HAIRMAX INTERNATIONAL, INC.
                          ---------------------------
        (Exact name of small business issuer as specified in its charter)

                              NATIONAL BEAUTY CORP.
                              ---------------------
                          (Former name of registrant)

          Nevada                                       13-3422912
          ------                                       ----------
(State or other jurisdiction of             (IRS Employer identification No.)
incorporation or organization)


              9900 West Sample Road, Coral Springs, Florida 33065
              ---------------------------------------------------
                    (Address of principal executive offices)

                                 (954) 825-0299
                                 --------------
                          (Issuer's telephone number)

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

None.

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

Common Stock, $.001 par value
Convertible Series A Preferred Stock, $.001 par value
2% Convertible Series B Preferred Stock, $.001 par value

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

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

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $476,581.

As  of  April  13,  2004 there were 11,256,108 common shares outstanding and the
aggregate  market  value of the common shares (based upon the average of the bid
price  of  $.11  and  the  asked  price  of  $.13  reported  by brokers) held by
non-affiliates  was  approximately  $1,238,172.

Transitional  Small  Business  Disclosure  Format  (check  one):  Yes[  ]  No[X]

Number  of  shares of common stock outstanding as of  April 13, 2004: 11,256,108
Number of shares of preferred stock outstanding as of April 13, 2004:  1,550,000

Amendment  Note:  This  Form  10-KSB  is being amended for the 600,000 shares of
common  stock  which were in escrow during the year. We originally reported them
to  be  included  in  the  basic and fully diluted weighted average shares. This
amendment  does not include them in weighted average shares due to the Company's
net  loss. Accordingly, we have adjusted the weighted average shares outstanding
and  the  loss  per  share during the period to take this amendment into effect.


           CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

     The  discussion  contained in this 10-KSB under the Securities Exchange Act
of  1934,  as  amended, (the "Exchange Act") contains forward-looking statements
that  involve risks and uncertainties.  The issuer's actual results could differ
significantly  from  those discussed herein.  These include statements about our
expectations,  beliefs,  intentions  or  strategies  for  the  future,  which we
indicate  by  words or phrases such as "anticipate," "expect," "intend," "plan,"
"will,"  "we believe," "the Company believes," "management believes" and similar
language,  including  those  set  forth  in the discussion under "Description of
Business,"  including  the  "Risk  Factors"  described  in  that  section,  and
"Management's  Discussion  and  Analysis  or Plan of Operation" as well as those
discussed  elsewhere in this Form 10-KSB. We base our forward-looking statements
on  information currently available to us, and we assume no obligation to update
them.  Statements  contained  in  this Form 10-KSB that are not historical facts
are  forward-looking statements that are subject to the "safe harbor" created by
the  Private  Securities  Litigation  Reform  Act  of  1995.




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                                     PART I
                                     ------


ITEM  1.  DESCRIPTION  OF  BUSINESS

CORPORATE  ORGANIZATION

As  used  herein the term "we" or "us" refers to HairMax International, Inc., (a
Nevada  Corporation), formerly known as National Beauty Corp. since 2002 and its
subsidiaries  and  predecessors,  unless  the  context  indicates  otherwise.
Originally incorporated in 1987 as Tri-Capital Corporation, the name was changed
in  1988  to  Advanced Appearance of America, which operated beauty salons until
1995. At that time, we discontinued its operations and went inactive until early
1998.  In March of 1998, the Company changed its name to ATR Industries, Inc. On
June  1,  1998,  the  Company  acquired  ATR  Industries,  Inc. of Florida  (AKA
Cleaning  Express USA and Cleaning Express of South Palm Beach, Inc.), a private
Florida  Corporation,  for  3,000,000  restricted  shares  of  Common  Stock. On
September  12, 2002, one of our subsidiaries legally changed its name to Hairmax
of  Florida,  Inc.  from  Beautyworks  USA  of  Florida,  Inc.

Since  1998,  we have concentrated its operations primarily on the home cleaning
and  beauty  salon services industries. In January 2000, we commenced operations
of  a  new  division  of  operations related to the preparation, development and
marketing  of  cosmetics  and  beauty  products via an e-commerce Internet site.
These  operations  were  conducted  through  our  wholly  owned  subsidiary
Beautymerchant.com,  Inc.,  a  Florida  corporation. In 2001, we have ceased any
further  investment  into Beautymerchant.com Inc, that had  encountered numerous
distribution  and  inventory problems, and after a developmental period, it  was
deemed  not  prudent  to  make  any  further  investment.

CLEANING  EXPRESS USA. Cleaning Express USA is a wholly owned Florida subsidiary
corporation.  Our  home  services  operations  primarily  involve  home cleaning
services.  Through its emphasis on budget pricing, we have developed a market in
the home cleaning industry. We currently operate a central office and dispatches
15  to  20  workers  in  teams  of  two  workers  on  a daily basis. The present
geographic area in which we operate includes Broward and South Palm Beach County
areas of South Florida. Marketing for the home cleaning services is accomplished
through  print ads, television and radio commercials. Additionally, we utilize a
referral  program  that  rewards customers with future discounts for referring a
client.  The home cleaning industry is highly competitive with respect to price,
service,  quality  and  location.  There  are numerous, well-established, larger
competitors  in  the  home  cleaning  industry  possessing substantially greater
financial,  marketing,  personnel  and  other resources than us. There can be no
assurance  that  we  will  be  able  to  respond  to various competitive factors
affecting  the  business.  We  plan  to  gain  a  competitive advantage over its
competitors  in  the home cleaning industry by offering quality service at a low
price.  We  have  been  successful in achieving this goal since 1996 and plan to
further  expand  in  South Florida by continuing its current marketing strategy.
The  primary  market for Cleaning Express USA Inc., is individual households. No
single customer makes up more than ten percent of the total revenues of Cleaning
Express  USA, Inc. We do not expect that this will change in the future. We have
two  full  time  employees  and  contracts  with  18-20  workers  that  are each
independently  contracted  with us to service and provide home cleaning services
to  existing  and  new  customers.

The  ability  to  become  profitable  depends  on the ability to generate higher
revenues  and  maintain  low  expense  levels.

HAIRMAX OF FLORIDA, INC. AND HAIRMAX OF NEVADA, INC.  Hairmax of Florida Inc., a
Florida  corporation,  and  Hairmax of Nevada, Inc., a Nevada corporation have a
limited  operating  history.  Having  just started its services operation in the
year 2001, we have a short operating history upon which to evaluate its business
and  prospects.  As  a  new company, Hairmax faces intense competitors, and must
manage  growth  effectively. We may not succeed in addressing all challenges and
risks,  including  unpredictability  of  future  revenues.  To  be  successful,
Hairmax  plans  to  implement  the  following:

1.   Retain  existing  customers.
2.   Attract  new  customers.
3.   Meet  customer  demands.
4.   Fulfill  all  customer  needs.
5.   Maintain  sufficient  in-store  traffic.
6.   Increase  our  media  exposure.
7.   Monitor  the  competition.  Competition  in the hair services industry will
     intensify.  This  increased  competition  may  reduce our profit margins or
     market  share.
8.   Ability  to  hire  and  retain  qualified service personnel (hairstylists).
9.   Locate  and  acquire  independent  salons.

The  principal  suppliers to Hairmax Corporation are wholesale distributors, who
do  not  sell  retail.

Hairmax  is  expecting  to add 3 new employees for the first 12 months of retail
service  operations.  In  addition to five managers, since our inception, it has
incurred  losses  from  operations. We anticipate losses to increase relating to
the  following  factors:

*    The  development  of  the  Hairmax  brand,  marketing  and  promotion.
*    Expanded  offering  of  service.
*    Continued  store  development  costs.
*    Additional  personnel  to  manage  customer service and in-house marketing.
*    Increases  in  general  and  administrative  costs  to  support our growing
     operations.

We  recently  opened two locations for Hairmax salons in Coral Springs, Florida,
including  an  existing location in Boca Raton, Florida; we operate five Hairmax
operations.  Two salons are operating in Las Vegas, Nevada as of this date these
locations,  have  not  performed  as  expected,  in  comparison  to  the Florida
operations.  Plans are formulated for additional salon operations in Florida; we
plan  on  acquiring  existing  hair  salons as soon as the company completes its
planned  acquisition  development,  and locate potential acquisition candidates.

The  hair  services  industry  is  highly  competitive  with  respect  to price,
service,  and  location. As a result, the potential for failure in this industry
is  significant. There are numerous, well-established, larger competitors in the
beauty  services  industry with considerable expertise, possessing substantially
greater  financial,  marketing, personnel and other resources than us. There can
be  no  assurance that we will be able to respond to various competitive factors
affecting  the  business.

INDUSTRY  OVERVIEW:  Management  estimates that annual revenues of the hair care
industry are $45 billion in the United States. The industry is highly fragmented
with  the  vast  majority  of hair care salons independently owned. However, the
influence  of  chains,  both  franchise  and  company-owned,  has  increased
substantially,  although  still  accounting  for  a  small  percentage  of total
locations.  Management  believes  that  chains  will  continue to increase their
presence.  Management  also  believes  that  the  demand  for salon services and
products  will  increase  in  the next decade as the population ages and desires
additional  hair  care  services,  such  as  coloring

Business  Strategy

Our  goal is to provide high quality, affordable hair care services and products
to  a  wide range of customers through attractive salons located in high traffic
and  convenient  locations.  The  key  elements of our strategy to achieve these
goals  are  the  following:

Consistent,  Quality  Service.  We  are committed to meeting its customer's hair
care  needs  by  providing  competitively  priced  services and products in high
traffic  retail  locations  with  professional  and  knowledgeable stylists. Our
operations  and  marketing  emphasize  high  quality services to create customer
loyalty,  to  encourage  referrals  and  to  distinguish  our  salons  from  its
competitors.  The  major  services  supplied  by  our salons are haircutting and
styling,  hair  coloring  and  waving,  shampooing,  conditioning and waxing. To
promote  quality  and consistency of services provided throughout our salons, we
plan  on  hiring  a  training  staff,  to  train  salon  employees.

Growth  Opportunities:

We  believe  it  has the ability to expand its salon operations, acquisition and
franchising.  This  provides  a  significant flexibility to meet consumer demand
within  the  market.

Our  real  estate  strategy  is  to identify potential salon locations with good
visibility, adequate traffic that are independently owned and attempt to acquire
these  existing  salons.

We  believe  we  can  expand  its  salon  operations  through a future franchise
program,  as it continues to develop and refine the Hairmax concept of "WE Style
For  Less",  offering  high  quality hair services, through everyday low prices,
appealing  to  the  mass  consumers  and  families.  Our expansion will focus on
acquisition growth for the next 12 months, while continuing to develop Hair Max.
We  plan  on  executing  its strategy by working with business professionals and
brokers. The company opened four new Hair Max salons, and will continue to build
and  develop  these  new  operations.  The  salon  services  industry  is highly
competitive  with  respect  to  price,  service  and  location. As a result, the
potential  for  failure  in  this  industry  is significant. There are numerous,
well-established,  larger  competitors  in  the  beauty  services  industry with
considerable  expertise,  possessing substantially greater financial, marketing,
personnel and other resources than us. There can be no assurance that we will be
able  to  respond  to  various  competitive  factors  affecting  the  business.

Industry  Overview

Management  estimates  that  annual  revenues  of the hair care industry are $50
billion  in  the  United States. The industry is highly fragmented with the vast
majority  of  hair  care  salons  independently owned. However, the influence of
chains,  both  franchise  and  company-owned,  has  increased  substantially.
Management believes that chains will continue to have a significant influence on
the overall market and will continue to increase their presence. Management also
believes  that  the  demand  for  salon  services  and products will continue to
increase  as  the  overall  population continues to focus on personal health and
beauty,  as  well  as  convenience

Expansion. Our expansion strategy for 2004 is acquisition growth. Since 2001, we
have  added over 5 salons through the combination of new salon construction, and
acquisitions.  While  same-store  sales  growth  plays  an important part in our
long-term  growth  objectives,  are  to  capture its share of the existing salon
operations  regionally.

In  August 2002, we discontinued all Internet operations, to focus on the family
hair  salon  concept. The corporate name was changed to HAIRMAX, and a trademark
application has been filed with the US Patent and Trademark office, registration
#76461424.  In  addition  the Florida corporation name was changed to Hairmax of
Florida  Inc.,  which now operates all salon operations in Florida. In September
2002,  we  formed  a  Nevada  subsidiary  corporation to operate the new Hairmax
operations  in  Nevada. We were formed as Hairmax of Nevada Inc., and have since
entered  into  a  lease  for  the flagship store, expected to open in the Spring
2003.  In  the  opinion  of  management,  the  new Hairmax stores will represent
significant potential of increased revenues, as further stores are developed and
opened.  Initial  development  is  expected  to  begin  1st  quarter  2003, with
projected completion later in the year. Risks and uncertainties include, but are
not  limited  to,  consumer  spending  habits, availability of funds for project
completion,  and  general  acceptance  of  discounts  family  salons.

Future  Plans:

Acquiring  existing  salon  operations.  Initial  development is targeted to the
Florida  market.  Recent  statistics  identify this markets as population growth
areas.

We  believe that the sale of beauty services, accessories and hair care products
will  offer  benefits to customers by providing convenient, competitive pricing.
In  addition,  customers entering Hairmax may purchase gift certificates, browse
and  purchase  Hairmax hair care products and participate in special promotions.
We  expect to promote brand loyalty and repeat purchases by providing a positive
experience  that  encourages  customers  to  return  frequently.

GOVERNMENT  REGULATION

No government approvals are required to conduct our principal operations, and we
are not aware of any probable governmental regulation of our business sectors in
the  near  future.

Effects  of  Inflation

We primarily compensate our salon employees with percentage commissions based on
sales  they  generate,  thereby  enabling  salon payroll expense as a percent of
revenues  to  remain  relatively constant. Accordingly, this provides us certain
protection  against  inflationary  increases  as  payroll  expense  and  related
benefits  (our  major  expense  components) are, with respect to these concepts,
variable costs of sales. We doe not believe inflation, due to its low rate, have
had  a  significant  impact  on the results of operations associated with hourly
paid  hairstylists  for the remainder of its mall based and strip center salons.
In  addition,  we  may  increase pricing in its salons to offset any significant
increases  in  wages  In addition all services provided by Cleaning Express USA,
are  accomplished  by independent contractors, the company markets the services,
and  the  contractors  receive  a  percentage  of  revenue  from  these services

Competition

The  hair  care  industry  is  highly  fragmented  and  competitive.  There  are
competitors  offering similar hair care services and products at similar prices.
We  face  competition  within  malls  from companies which operate salons within
department  stores and from smaller chains of salons, independently owned salons
and,  to  a  lesser  extent,  salons  which,  although  independently owned, are
operating  under  franchises  from  a  franchising  company that may assist such
salons  in  areas  of  training,  marketing  and  advertising.

Significant entry barriers exist for chains to expand nationally due to the need
to  establish  customer  awareness,  systems  and infrastructure, recruitment of
experienced  hair  care  management  and  adequate  store  staff, and leasing of
quality  sites. The principal factors of competition in the affordable hair care
category  are  quality,  consistency  and  convenience. We continually strive to
improve  its  performance in each of these areas and to create additional points
of  difference  versus  the  competition.

Products  and  Geographic  Expansion

We  began  retail  brick  and mortar operations in second quarter 2002, and have
shown  significant  increases  in  sales by concentrating on service operations.

Management  will  attempt  to  expand  to expand sales on a continual basis. The
Company  has  made  significant  gains  in curtailing losses by cost-cutting and
decreasing  expenses  in  the  year  2003.

Customer  Service

We  believe  our ability to establish long-term relationships with its customers
will  encourage  repeat  sales.  We  provide  customer  service  with on-premise
personnel  and qualified management available at all locations. In addition, the
company  markets  its  services  7  days  a  week,  to  provide  maximum revenue
potential.

Additional  Risk  Factor

Hairmax  of  Florida Inc., a Florida corporation, and Hairmax of Nevada, Inc., a
Nevada  corporation  have  a  limited operating history. Having just started its
services  operation  in  the  year  2001, we have a short operating history upon
which  to  evaluate  its business and prospects. As a new company, Hairmax faces
intense  competitors,  and must manage growth effectively. We may not succeed in
addressing  all  challenges  and  risks,  including  unpredictability  of future
revenues.  To  be  successful,  we  plan  to  implement  the  following:

1.   Retain  existing  customers.
2.   Attract  new  customers.
3.   Meet  customer  demands.
4.   Fulfill  all  customer  needs.
5.   Maintain  sufficient  in-store  traffic.
6.   Increase  our  media  exposure.
7.   Monitor  the  competition.  Competition  in the hair services industry will
     intensify.  This  increased  competition  may  reduce our profit margins or
     market  share.
8.   Ability  to  hire  and  retain  qualified service personnel (hairstylists).

The  principal  suppliers  to  Hairmax  Corporation  are wholesale distributors,
who  do  not  sell  retail.

Hairmax  is  expecting  to add 5 new employees for the first 12 months of retail
service  operations.  In addition to three to five managers, since the Company's
inception,  it  has  incurred  losses  from  operations. The Company anticipates
losses  to  increase  relating  to  the  following  factors:

*    The  development  of  the  Hairmax  brand,  marketing  and  promotion.
*    Expanded  offering  of  service.
*    Continued  store  development  costs.
*    Additional  personnel  to  manage  customer service and in-house marketing.
*    Increases  in  general  and  administrative  costs to support the Company's
     growing  operations.

Stock  Based  Compensation

A  few  key officers and management have elected to be compensated with stock by
S-8  registration.  This  has  provided  substantial  cash  savings.

Additional  Financing

We  may  need  to  raise  additional funds to meet operating requirements in the
future.  If we raise additional funds through issuance of equity related or debt
securities,  such  securities  may  have  rights  to  our  common stock, such as
warrants  or  options.  Shareholders  may  experience  additional  dilution from
exercise  of  these  equity  instruments.  We  cannot be certain that additional
financing will be available when required or at all. (See 'Liquidity and Capital
Resources'  for  further  discussion.

Controls  and  Procedures

(a)  On  December  31,  2003,  our  Chief  Executive Officer and Chief Financial
     Officer  made  an  evaluation of our disclosure controls and procedures. In
     our  opinion,  the  disclosure controls and procedures are adequate because
     the  systems of controls and procedures are designed to assure, among other
     items,  that  1) recorded transactions are valid; 2) valid transactions are
     recorded; and 3) transactions are recorded in the proper period in a timely
     manner  to  produce financial statements which present fairly the financial
     condition,  results of operations and cash flows for the respective periods
     being  presented.  Moreover,  the evaluation did not reveal any significant
     deficiencies  or  material  weaknesses  in  our  disclosure  controls  and
     procedures.

(b)  There have been no significant changes in our internal controls or in other
     factors  that  could  significantly  affect  these  controls since the last
     evaluation.

REPORTS  TO  SECURITY  HOLDERS

We  are  not  required to deliver an annual report to security holders and we do
not  presently  intend  to  voluntarily deliver such reports. However, should we
choose  to  create  and  deliver annual reports to security holders, such annual
reports  will  contain audited financial statements. We file all of its required
information  with  the  Securities  and  Exchange Commission (the "Commission"),
including  Annual  Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB, and
Current  Reports  on  Form 8-K.  The public may read and copy any materials that
are filed by us with the Commission at the Commission's Public Reference Room at
450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The  public  may  obtain
information  on  the  operation  of  the  Public  Reference  Room by calling the
Commission  at  1-800-SEC-0330.  The statements and reports filed by us with the
Commission  have been filed electronically and are available for viewing or copy
on  the  Commission  maintained  Internet site that contains reports, proxy, and
information  statements,  and  other  information  regarding  issuers  that file
electronically  with  the  Commission. The Internet address for this site can be
found  at:  http://www.sec.gov.

ITEM  2.  PROPERTIES

We  lease  our executive offices with 900 square feet for administration at 9900
West Sample Road, Coral Springs, Florida 33065 for approximately $950 per month.
We  lease our beauty salon facility of 1,100 square feet at the Del Mar Shopping
Village,  located  at Powerline Road at Palmetto Park Road, Boca Raton, Florida,
for  $3,173  per month. We lease our beauty salon facility of 900 square feet at
the  Coral  Palm Plaza, located on University Drive, Coral Springs, Florida, for
$2,226 per month. We lease our beauty salon facility of 1,100 square feet at the
Brookside  Plaza,  located  on  Wiles  Road,  Coral  Springs,  Florida,  for
approximately  $3,100  per  month. We lease our facility of 1,600 square feet at
the  Sahara  Pavilion South, located at Decatur Boulevard and Sahara Avenue, Las
Vegas,  Nevada, for $2,272 per month. We lease our facility of 1,400 square feet
at the Wild Oats Marketplace, located at Lake Mead Drive, Las Vegas, Nevada, for
approximately  $3,200  per  month.  Management  considers these facilities to be
adequate  for  its  requirements  for  the immediate future. These noncancelable
leases  expire  at  varying  dates  through  December  31,  2007.

ITEM  3.  LEGAL  PROCEEDINGS

We  are  presently  involved in pending legal proceedings that is not considered
routine litigation incidental to its business. The following is a summary of the
legal  proceedings  currently.

Dadon  v.  Roth  et  al.,  CV  03-08735 CAS (MANx). On December 1, 2003, a civil
------------------------
complaint was filed in the United States District Court for the Central District
of  California,  Western  Division,  against  the  defendants  by David Dadon, a
shareholder  and our former officer, seeking a preliminary injunction to enjoin,
among  other  things, the Roth defendants from refusing to recognize David Dadon
as Chairman and our Secretary, and refusing to recognize the removal of the Roth
defendants as officers and directors of us pursuant to a Consent of Shareholders
in  Lieu  of  Special  Meeting  of  Shareholders, dated November 14, 2003, and a
Special Meeting of the Shareholders of the Registrant held on November 15, 2003,
both of which shareholder actions were organized by Dadon and other shareholders
sympathetic  with  his  cause.

On  December  19,  2003, United States District Judge Christina A. Snyder issued
her  Findings  of  Fact  and  Conclusions  of  Law and Order Denying Preliminary
Injunction  in  the  case. The Judge's ruling concluded in Paragraph 14 that the
preliminary  injunction should not issue. Accordingly, plaintiff's request for a
preliminary  injunction  was  denied  by the Court. An interim restraining order
seeking  only  to  maintain  the  status  quo,  which  was  imposed  on the Roth
defendants  and  their  affiliates on December 4, 2003, in order to enjoin stock
issuances and sales pursuant to a Registration Statement on Form S-8 pending the
outcome  of  this  litigation,  was  also  dissolved  by  Judge  Snyder.

In  Paragraph  6  of her opinion, Judge Snyder concluded as a matter of law that
"Plaintiff  has  not  demonstrated  a probability of success on the merits". She
noted  that  the 3,302,000 votes cast approving the removal of Edward and Alisha
Roth  Constituted less than two-thirds of the 19,618,858 votes entitled to vote.
She  further  concluded  as  a  matter  of  law  that  "plaintiff  has failed to
demonstrate  that  there  is  a likelihood that the 1,400,000 shares of Series A
[convertible]  Preferred  Stock  [with ten votes per share] issued to Edward and
Alisha  Roth  were invalid." In addition, the Judge concluded as a matter of law
that "Plaintiff has unclean hands in this case, which weighs in favor of denying
the  injunction".  She noted that plaintiff induced us to issue 2,000,000 shares
of  its  common  stock  to Revenge Games, Inc., an allegedly independent entity.
However,  Revenge  Games,  Inc.  appears to be under plaintiff's control and the
2,000,000  shares  paid to Revenge Games, Inc. appear to have been secured to be
used  in  an  attempt  to  remove Edward and Alisha Roth from their positions as
officers and directors of us. Finally, Judge Snyder concluded as a matter of law
that  "Plaintiff's credibility as a witness in this matter was further impeached
by the fact the he was on August 6, 2003, enjoined by the United States District
court  for  the  District  of  Arizona  in  a  similar  contest for control of a
corporation  from representing himself to be Chairman of the Board, or any other
officer  or  employee,  of  Viastar  Holdings,  Inc."

There  have  been  several  motions  made by the parties since December 19, 2003
Order  in  the case. The defendants have made an ex parte motion to set aside an
entry of default entered by the Clerk as to the defendants, which motion has not
been  ruled  on  to  date by Judge Snyder. In addition, the plaintiff has made a
motion  for default judgment which is scheduled for hearing on April 13, 2004. A
Form  8-K  will  be  issued  after  such  hearing.

Hairmax  International  Corp. v. David Dadon, Case No. 03-62149.  On December 2,
---------------------------------------------
2003, we filed a civil lawsuit against David Dadon in the United States District
Court  for the Southern District of Florida, Fort Lauderdale Division. While the
case  has been filed with the Court, a copy of the Summons and Complaint has not
been  served  on  the  defendant to date. In the Complaint, the Company includes
causes  of action for fraud, breach of fiduciary duty, intentional and negligent
misrepresentation,  tortuous  interference with contractual relations, libel and
slander,  and  permanent  injunction.  We  have requested that the Court grant a
preliminary  injunction,  prohibiting  the  defendant  from  taking actions that
violate  the  law  and perpetuate a fraud on us by representing to any person or
entity  that he is Chairman of the Board of us or any other officer of us, or is
an  employee,  representative  or  agent  of  us, or is authorized to enter into
agreements  or  make  statements on our behalf. In addition, our Complaint seeks
compensatory  and  punitive  damages  in an amount equal to $5.0 million for the
damage  caused  by  Defendant's  action.

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

In  the  fourth  quarter,  the majority of the shareholders voted to approve our
issuances of common stock to various officers, directors and outside consultants
for  services  received.

                                     PART II
                                     -------

ITEM  5.  MARKET  FOR  THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
          MATTERS

(a)  The  principal  market  in  which  our  common  stock  is  traded  is  the
     Over-the-Counter  Bulletin  Board, under the symbol "HRMX". The table below
     presents  the  high  and  low  bid  price for our common stock each quarter
     during  the past two years and reflects inter-dealer prices, without retail
     markup, markdown, or commission, and may not represent actual transactions.
     We  obtained  the  following  information from Lexis.com, an on-line source
     that  provides  historical  pricing  information.

                        Bid
                        ---
Quarter Ended       Low      High
-------------     ---------------

03/31/02            13.00   30.00
06/30/02             6.50   13.50
09/30/02             4.50    8.00
12/31/02             1.50    7.00
03/31/03             1.00    3.50
06/30/03              .50    2.00
09/30/03              .20    1.60
12/31/03              .19    1.14

The above stock prices have been retroactively adjusted in the above table for a
50  for  1  reverse  stock  split  in  2003.

(b)  Holders.  The  approximate  number of holders of record of the Registrant's
     Common  Stock  as  of  April  13,  2004  was  60.

(c)  The  Registrant  has not paid dividends from inception to date and does not
     currently  intend  to  do  so.

Dividends

We  have not declared any cash dividends on our common stock since our inception
and  do  not anticipate paying such dividends in the foreseeable future. We plan
to  retain  any  future  earnings  for  use in our business. Any decisions as to
future  payment  of dividends will depend on our earnings and financial position
and  such  other  factors,  as  the  Board  of  Directors  deems  relevant.

Dividend  Policy

All  shares  of  common  stock  are  entitled  to  participate proportionally in
dividends  if  our  Board  of  Directors  declares them out of the funds legally
available. These dividends may be paid in cash, property or additional shares of
common  stock.  We have not paid any dividends since our inception and presently
anticipate  that  all  earnings, if any, will be retained for development of our
business.  Any  future  dividends  will  be  at  the  discretion of our Board of
Directors  and  will  depend  upon,  among  other  things,  our future earnings,
operating  and  financial  condition,  capital  requirements, and other factors.

Our  Shares are "Penny Stocks" within the Meaning of the Securities Exchange Act
of  1934

Our Shares are "penny stocks" within the definition of that term as contained in
the Securities Exchange Act of 1934, generally equity securities with a price of
less  than  $5.00.  Our  shares  will then be subject to rules that impose sales
practice  and  disclosure  requirements  on certain broker-dealers who engage in
certain  transactions  involving  a  penny  stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other  than an established customer or "accredited investor" must make a special
suitability  determination  for  the  purchaser and must receive the purchaser's
written  consent  to the transaction prior to the sale, unless the broker-dealer
is  otherwise  exempt.  Generally,  an  individual with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 individually or $300,000 together
with his or her spouse is considered an accredited investor. In addition, unless
the  broker-dealer  or  the  transaction  is  otherwise  exempt, the penny stock
regulations  require  the  broker-dealer  to  deliver,  prior to any transaction
involving  a  penny  stock, a disclosure schedule prepared by the Securities and
Exchange  Commission relating to the penny stock market. A broker-dealer is also
required to disclose commissions payable to the broker-dealer and the Registered
Representative  and  current  bid  and  offer  quotations for the securities. In
addition  a  broker-dealer  is  required  to  send monthly statements disclosing
recent  price  information  with respect to the penny stock held in a customer's
account,  the  account's  value  and information regarding the limited market in
penny stocks. As a result of these regulations, the ability of broker-dealers to
sell  our  stock  may  affect  the  ability of Selling Security Holders or other
holders  to  sell  their  shares in the secondary market. In addition, the penny
stock  rules generally require that prior to a transaction in a penny stock, the
broker-dealer  make  a  special  written determination that the penny stock is a
suitable  investment  for  the  purchaser  and  receive  the purchaser's written
agreement  to  the  transaction.

These  disclosure  requirements  may  have  the  effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny  stock  rules. These additional sales practice and disclosure requirements
could  impede  the  sale  of  our  securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be adversely affected,
with  concomitant  adverse  affects  on the price our securities. Our shares may
someday  be  subject to such penny stock rules and our shareholders will, in all
likelihood,  find  it  difficult  to  sell  their  securities.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

Introduction

We  are a Nevada corporation that legally changed its corporate name in 2003 and
was  formerly  known  as National Beauty Corp. On September 12, 2002, one of our
subsidiaries  legally  changed  its  name  to  Hairmax  of  Florida,  Inc.  from
Beautyworks  USA  of  Florida,  Inc.

The  financial  statements below include its wholly owned subsidiaries, Cleaning
Express USA, and Hairmax of Florida, Inc. (FKA Beauty Works USA, Inc.). We are a
full  service  cleaning  company  offering  daily residential cleaning services,
carpet  cleaning  and other related services in the South Florida area under the
name  of  Cleaning Express USA. We also offer beauty salon services and products
though  its two retail beauty salons in the South Florida area under its Hairmax
of  Florida,  Inc.  subsidiary.


Selected financial data
                                             Year Ended December 31
                                           --------------------------
                                              2003            2002
                                           ----------      ----------
Net Sales                                  $  476,581      $  542,210

Net Loss                                   (1,315,287)       (887,790)

Basic And Fully Diluted
Net Loss Per Common Share                       (2.46)         (10.63)

Basic And Fully Diluted
Weighted Average Shares                     1,427,547          83,542

                                               As of  December 31,
                                           --------------------------
                                              2003            2002
                                           ----------      ----------
Total Assets                               $   90,697      $  145,025
Working Capital (Deficit)                    (139,712)         98,405
Shareholders' Equity (Deficit)                (58,925)        144,093


No  dividends  have  been  declared  or  paid  for any of the periods presented.

Results  of  Operations
-----------------------

Year  Ended  December  31,  2003  Compared  to  Year  Ended  December  31,  2002

Sales

Sales  for  the year ended December 31, 2003 decreased to $476,581 from $542,210
for  the  year  ended  December  31,  2002,  a  decrease of 12%. The decrease in
revenues  was  primarily  attributable  to  a  decrease in the revenues from the
Cleaning Express USA subsidiary. Home cleaning sales deteriorated by 34% in 2003
due  to  the  poor market conditions in the South Florida area in 2003 for these
type  of  services.

Net sales from the home cleaning segment have accounted for approximately 44% of
total net sales in 2003 and 59% of the net sales in 2002. The decrease is due to
the  increase  in  hair  salon  sales  and  a  weaker  economy for home cleaning
services.  We  plan  to  accelerate  growth  of  beauty  salon  sales in 2004 by
increasing  expenditures  on marketing and growing public awareness of services.

Income  /  Losses

Net  losses  for  the  year ended December 31, 2003 increased to $1,315,287 from
$887,790  for  the  year  ended  December  31,  2002,  an  increase  of 48%. The
substantial  increase  in  loss  was  attributable  primarily  to an increase in
non-cash  expenses  relating  to  common  stock  and warrants issued for payroll
expenses  and  consulting  services,  which  was $1,008,581 for 2003 compared to
$711,348  for  2002.

The  profitability  measure  used  by  the  chief  decision makers in allocating
resources  and  assessing  segment performance is net cash flows. Net cash flows
are  monitored  closely  for  each segment on a timely basis and adjustments, if
any,  are  made  in  order  to  strive for optimal profits. The CEO is the Chief
Operating  Decision Maker. The Chief Operating Decision Maker uses net cash flow
as  his  primary  profitability  measure  in  assessing  segment performance and
allocating  resources.

We  expect  to continue to incur losses at least through fiscal 2004 and may not
be  able  to  achieve or maintain profitability or sustain its revenue growth in
the  future.

Expenses

Selling,  general  and  administrative  expenses for the year ended December 31,
2003,  increased  to  $1,611,939 from $1,179,790 for the year ended December 31,
2002,  an  increase  of 37%. The increase in selling, general and administrative
expenses  was  the  result  of  significant  increases  in  payroll expenses and
consulting  fees  that  were  $1,008,581 for 2003 compared to $711,348 for 2002.
Consulting  fees  increased  due to common stock share issuances during the year
that  were  paid  to  consultants  to  assist  us  in  our  growth  plans.

Depreciation and amortization expenses for the years ended December 31, 2003 and
December  31,  2002 were $18,250 and $10,275, respectively. The increase was due
to  an  increase  in  the  depreciable  bases of fixed assts and acquisitions of
$53,349  in  fixed  assets  during  2003  compared  to only $23,341 in 2002. The
purchases  consisted  of  salon  equipment  and  fixtures for the new hair salon
stores  in  Coral  Springs,  Florida  and  Las  Vegas,  Nevada.

We  increased  rent  expense in 2003 by the opening of two hair salons mentioned
above in 2003. This increases overhead expenses by a projected 15%. In addition,
we  have  taken  steps  to  change  daily  operations  of  Cleaning Express USA,
projecting  a savings of 5% over 2004. Specifically, we are anticipating a lower
labor  cost  associated  with  its  cleaning  services  and  nominal  web  site
maintenance  leading  into  2004.

We  expect  increases  in  overall  expenses  through  2004  as  we  move toward
increasing  development  and  marketing  of its Hairmax subsidiaries and related
acquisitions  of  beauty  salons.

Cost  of  Sales

The  cost of sales for the year ended December 31, 2003 was $183,689 compared to
$256,210 for the year ended December 31, 2002. The decrease in the cost of sales
was primarily attributable to more of an increase in beauty salon sales than the
increase  in  cleaning  sales during 2003, of which beauty salon sales have much
less  cost  of  sales  associated  with this type of revenue. Cost of sales as a
percentage  of  sales  for  December  31,  2003  and  2002  was  38%  and  47%,
respectively.  This  reflects the aforementioned change in sales mixture to more
of an increase in beauty sales than an increase in cleaning sales. Cost of sales
for the home cleaning services segment represents the majority of our total cost
of sales. Approximately $11,391 and $9,104 of our cost of sales are attributable
to  our hair salon segment in 2003 and 2002, respectively. The cost of sales for
our home cleaning services segment represents payments to our subcontractors who
clean  our  customer's  homes.  The  increase  in  hair  salon  cost of sales is
attributable  to  our  increased  sales  of  inventory  in  2003.

The  largest factor in the variation from year to year in the cost of sales as a
percentage  of  net  sales  was  the  cost  of  labor.

Income  Taxes

Income  taxes  are provided in accordance with Statement of Financial Accounting
Standards  No. 109 (SFAS No. 109), "Accounting for Income Taxes." A deferred tax
asset  or  liability is recorded for all temporary differences between financial
and  tax  reporting  and  net  operating  loss-carryforwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for  the  effect  of  changes  in  tax  laws and rates on the date of enactment.

Non-Operating  Expense  Items

The  unrealized  gain  (loss) on securities in 2003 and 2002, respectively, is a
result  of  a  write  up  (down)  in the fair value of the securities during the
respective  year. As to trading gains and losses, marketable securities included
our  investment  in  equity  securities  recorded  at  fair  market  value.  The
marketable  securities  were classified as trading securities with holding gains
and  losses  recognized  in  current  period  operations.  Since  the stocks are
restricted,  there  are  no controls to limit the losses in those securities. Ed
Roth,  CEO,  keeps  the  certificates  in  safe keeping under lock and key as an
internal  control  over safeguarding of the corporate asset. Management's intent
is  to  add  value  to shareholders by trying to sell the securities at the most
desirable  amount  without  affecting  the  stock  price  in  an  illiquid stock
position. These stocks do not trade much and are highly illiquid. As of December
31, 2002, the securities valuation was completely written off to zero to reflect
the  value of the investments. As of December 31, 2003, the securities valuation
for  a different security was written up to reflect the value of the investment.

Recorded  interest  expense  is attributable to interest paid on the outstanding
shareholder  loan  balances  during  the  2003  and  2002  periods.

Liquid  Market

There  is currently a limited trading market for our shares of Common Stock, and
there can be no assurance that a more substantial market will ever develop or be
maintained. Any market price for our shares of common stock is likely to be very
volatile, and numerous factors beyond our control may have a significant adverse
effect.  In addition, the stock markets generally have experienced, and continue
to  experience,  extreme  price  and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to  the  operating  performance  of  these  companies.  These  broad  market
fluctuations,  as  well  as  general economic and political conditions, may also
adversely  affect  the  market  price  of our common stock. Further, there is no
correlation between the present limited market price of our common stock and our
revenues, book value, assets or other established criteria of value. The present
limited  quotations  of  our common stock should not be considered indicative of
the  actual  value  of  our  common  stock.

Dividends

We  have  not  paid  any  cash  dividends  to  date  and  does not anticipate or
contemplate paying cash dividends in the foreseeable future until earnings would
generate  funds  in excess of those required to provide for our growth needs. WE
currently  intend  to  retain  any  future  earnings to fund the development and
growth  of  its  business.

Impact  of  Inflation

We  believe  that  inflation  has had a negligible effect on operations over the
past two years. We believe that it can offset inflationary increases in the cost
of  labor  by  increasing  sales  and  improving  operating  efficiencies.

Recent  Sales  of  Unregistered  Securities

On  October  31,  2003,  we  issued  2,000,000  restricted  common  shares to an
unrelated  entity  in  consideration  for  the  purchase of that company's movie
asset.  This  unrelated entity to date has not delivered title or any other item
related  to  the  movie  and  we  are  seeking legal defense. See the litigation
addressed  herein.  No  value  has been recorded as an asset in the accompanying
balance  sheet  due  to  the  uncertainty.

On  November  24, 2003, our Officer, Director and majority shareholder converted
500,000  preferred  shares into 5,000,000 restricted common shares in accordance
with  the  provisions of the governing instrument guiding conversion as filed in
the  State  of  Nevada.

On  December 3, 2003, we issued 100,000 restricted common shares to an unrelated
individual  for  consulting  services  rendered  to  us.

Trends,  Events,  and  Uncertainties

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

Liquidity  and  Capital  Resources

Critical  Accounting  Policies  (FR-60)

Revenue  recognition is a critical accounting policy of ours since it represents
the  majority  of  our  entire financial statements taken as a whole. It is also
important in light of the Staff Accounting Bulletins published by the Securities
and  Exchange  Commission  the  past  few  years.

Years  ended  December  31,  2003  and  December  31,  2002

Cash  flows  used  in  operations  were  a  negative $204,622 for the year ended
December  31, 2003, and a negative $74,846 for the year ended December 31, 2002.
Negative  cash  flows from operating activities for the years ended December 31,
2003  and  2002  are primarily attributable to losses from operations, partially
offset by the common stock issued for services in both years and warrants issued
in  2002  only.

Cash  flows from investing activities were a negative $53,349 for the year ended
December  31,  2003  and  a  negative  $23,341  for the same period in 2002. The
negative  cash  flows were solely attributable to new equipment purchases during
2003  and  2002.

Cash  flows  provided by financing activities were $163,128 and $186,023 for the
years ended December 31, 2003 and 2002, respectively. The positive cash flows in
2003  and  2002  were primarily due to the equity placement of common stock sold
during  2003  and  2002 and proceeds from a shareholder loan made by our officer
and  director.

We  have  funded  its cash needs from inception through December 31, 2003 with a
series  of  debt  and  equity  transactions,  including  private  placements.

On October 24, 2002, we acquired the assets of an unrelated Colorado corporation
through  an agreement and plan for merger. The assets consisted of $200,000 cash
and  a  $550,000  promissory note receivable due on or before February 20, 2003.
All liabilities of the acquired corporation were discharged prior to the merger.
As consideration for the merger, we issued 1,000 common shares and 750 shares of
its  newly  created Series B 2% convertible preferred stock to the corporation's
sole  shareholder  subsequent  to  year-end.  There  were  no  operations of the
acquired  corporation  prior  to  the  merger.

We  have  1,550,000  shares of preferred stock outstanding at December 31, 2003,
which  is convertible at the option of the shareholder into 15,500,000 shares of
common  stock.  During  2003,  600,000  preferred  shares  were  converted  into
6,000,000 common shares by two of our officers and majority shareholders. During
2002,  200,000  preferred  shares were converted into 2,000,000 common shares by
two  of  our  officers  and  majority  shareholders.

We  have  suffered  recurring  losses  and have yet to generate an internal cash
flow. We will substantially rely on the revenues from the home cleaning business
and  from  the  revenues  of  the  beauty  salons  in Boca Raton, Florida, Coral
Springs,  Florida  and  Las Vegas, Nevada. We project that current and projected
revenues  and capital reserves will sustain it for 12 months along with the cash
it  raised  on the equity placements in 2003 and 2002. If the projected revenues
of  these  sources  fall short of needed capital because of a decrease in demand
for  the  company's  services  as  well  as other factors, we may not be able to
sustain  its  capital  needs  for  more than twelve months. We will then need to
obtain additional capital through equity or debt financing to sustain operations
for  an  additional  year. A lack of significant revenues beginning in the first
quarter  of  2004  will significantly affect the cash position of us. Additional
funds  through  equity  or  debt  financing  will  be  necessary.

On  a  long-term  basis, liquidity is dependent on continuation and expansion of
operations,  receipt  of  revenues,  additional  infusions  of  capital and debt
financing.  We  are considering launching a wide scale marketing and advertising
campaign.  Our  current  capital  and revenues are not sufficient to fund such a
campaign.  If  we choose to launch such a campaign it well require substantially
more  capital. If necessary, we plan to raise this capital through an additional
follow-on  stock  offering.  The funds raised from this offering will be used to
develop  and execute the marketing and advertising strategy that may include the
use  of  television,  radio, print and Internet advertising. Funds would also be
used  to acquire beauty salons. However, we may not be able to obtain additional
equity  or  debt  financing  in the future, if at all. If we are unable to raise
additional  capital,  the  growth  potential  will  be  adversely  affected.
Additionally,  we  will  have  to  significantly  modify  its  plans.

Financing activities for the years ended December 31, 2003 and 2002 consisted of
principal  repayments  under  the  our  capitalized  lease obligation its office
equipment.  Principal  repayments under the capitalized lease obligation for the
years  ended  December  31,  2002  was  $2,313.  Principal  repayments  of  the
shareholder  loan  payable  balance  were made in the amount of $25,000 in 2002.
Basic  EPS  equals diluted EPS because of the loss above. Preferred stock had no
effect on the calculation of EPS. Common stock purchase options are common stock
equivalents  that  were excluded from the computation of diluted loss per share.

ITEM  7.  FINANCIAL  STATEMENTS

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To:  the  Board  of  Directors  and  Shareholder  of
     HairMax  International  Corp.  and  subsidiaries

We  have  audited  the  accompanying  consolidated  balance  sheet  of  HairMax
International Corp., a Nevada corporation) and it's wholly owned subsidiaries as
of  December  31,  2003  and  the related consolidated statements of operations,
stockholders'  deficit, and cash flows for the years ended December 31, 2003 and
2002.  These  consolidated  financial  statements  are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of HairMax
International  Corp. (a Nevada corporation) and its wholly-owned subsidiaries as
of  December  31,  2003,  and the consolidated results of its operations and its
cash  flows  for  the  years ended December 31, 2003 and 2002 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered recurring
losses  from  operations,  has  negative working capital and has a stockholders'
deficit  which raises substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are described in Note B.
The  consolidated financial statements do not include any adjustments that might
result  from  the  outcome  of  these  risks  and  uncertainties.



/s/  Perrella  &  Associates,  P.A.


Pompano  Beach,  Florida
March  13,  2004



<TABLE>
<CAPTION>

                   HAIRMAX INTERNATIONAL CORP. & SUBSIDIARIES
                           Consolidated Balance Sheet
                                December 31, 2003
================================================================================
<S>                                                               <C>

                                     ASSETS
                                     ------

                                                                  Dec. 31,  2003
                                                                  --------------

CURRENT  ASSETS:
   Cash                                                           $        3,994
   Marketable securities                                                   5,416
   Inventory                                                                 500
                                                                  --------------
      TOTAL CURRENT ASSETS                                                 9,910

PROPERTY  AND  EQUIPMENT:
   Property and equipment, net of accumulated appreciation
     depreciation of $64,886                                              71,905
                                                                  --------------

OTHER  ASSETS:
   Deposits                                                                8,882
                                                                  --------------


      TOTAL ASSETS                                                $       90,697
                                                                  ==============



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

</TABLE>


<TABLE>
<CAPTION>

                   HAIRMAX INTERNATIONAL CORP. & SUBSIDIARIES
                           Consolidated Balance Sheet
                                December 31, 2003
================================================================================
<S>                                                               <C>


             LIABILITIES AND STOCKHOLDERS' DEFICIT
             -------------------------------------

                                                                  Dec. 31,  2003
                                                                  --------------

CURRENT  LIABILITIES
--------------------
   Accounts payable and accrued expenses                          $       80,466
   Shareholder loan payable                                               69,156
                                                                  --------------
      TOTAL CURRENT LIABILITIES                                          149,622
                                                                  --------------

STOCKHOLDERS'  DEFICIT
----------------------
   Series  A  convertible  preferred  stock
     ($.001  par  value;  40,000,000 shares
     authorized, 1,550,000 shares issued and
     outstanding)                                                          1,550
   Series  B  2%  convertible  preferred  stock
     ($.001  par  value;  1,000  shares
     authorized, -0- shares issued and
     outstanding)                                                              -
   Common  stock  ($.001 par value, 100,000,000
     shares authorized; 9,629,858 shares
     issued and outstanding)                                               9,630
   Additional paid in capital                                          5,615,303
   Accumulated deficit                                                (5,685,408)
                                                                  --------------
      TOTAL STOCKHOLDERS' DEFICIT                                        (58,925)
                                                                  --------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $       90,697
                                                                  ==============




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

</TABLE>


<TABLE>
<CAPTION>

                   HAIRMAX INTERNATIONAL CORP. & SUBSIDIARIES
                      Consolidated Statements of Operations
                  For the years ended December 31,2003 and 2002
================================================================================


                                                      2003               2002
                                                   ----------         ----------
<S>                                                <C>                <C>


REVENUE  AND  COST  OF  SALES:
   Sales - cleaning                               $   210,190        $   318,709
   Sales - beauty salons                              266,391            223,501
   Cost of sales - cleaning                          (172,298)          (247,106)
   Cost of sales - beauty salons                      (11,391)            (9,104)
                                                   ----------         ----------
      Gross Profit                                    292,892            286,000

EXPENSES:

   Stock issued for services                        1,008,581            383,590
   Selling, general and administrative                601,358            788,200
                                                   ----------         ----------
      Total Expenses                                1,609,939          1,171,790
                                                   ----------         ----------

      Loss from Operations                        $(1,317,047)       $  (885,790)

OTHER INCOME (EXPENSE):
   Unrealized gain (loss) on trading securities         5,416             (1,500)
                                                   ----------         ----------
   Loss from impairment of asset acquisition       (2,200,000)                 -
   Interest expense                                    (1,656)              (500)
                                                   ----------         ----------
      Total Other Income (Expenses)                (2,196,240)            (2,000)
                                                   ----------         ----------

      NET LOSS                                    $(3,513,287)       $  (887,790)
                                                   ==========         ==========


   Basic and fully diluted net loss
     per common share                              $    (2.46)        $   (10.63)
                                                   ==========         ==========

   Weighted Average Shares Outstanding,
     basic and fully diluted                        1,427,547             83,542
                                                   ==========         ==========



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

</TABLE>


<TABLE>
<CAPTION>

                                         HAIRMAX INTERNATIONAL CORP. & SUBSIDIARIES
                                Consolidated Statements of Changes in Stockholders' Deficit
                                         For the years ended December 31, 2003 and 2002
===============================================================================================================================

                               Series "A"         Series "B"
                               Convertible        2% Convertible
                               Preferred Stock,   Preferred Stock,       Common Stock,
                               $0.001 Par         $0.001 Par             $0.001 Par
                               ----------------   ---------------------  ----------------  Additional
                                                                                           Paid-in      Accumulated
                               Shares    Amount     Shares      Amount    Shares   Amount  Capital      Deficit        Totals
                               ------    ------   ----------   --------  --------  ------  ----------   -----------   ---------
<S>                            <C>       <C>      <C>          <C>       <C>       <C>     <C>          <C>           <C>

Balances, January 1, 2002     950,000    $  950            -   $      -    29,327  $   29  $1,360,918   $(1,284,331)  $  77,566

Common stock issued for
services received                   -         -            -          -    36,694      37     383,553             -     383,590

Equity placement to investors       -         -            -          -         -       -     200,000             -     200,000

Common shares in escrow for
equity placement                    -         -            -          -   600,000     600        (600)            -           -

Warrants issued                     -         -            -          -         -       -     327,758             -     327,758

Conversion of preferred
shares into common shares
by officers                  (200,000)     (200)           -          -    40,000      40         160             -           -

Net loss for the year               -         -            -          -         -       -           -      (887,790)   (887,790)
                               ------    ------   ----------   --------  --------  ------  ----------   -----------   ---------

Balances, December 31, 2002   750,000    $  750            -          -   706,021  $  706  $2,271,789   $(2,172,121)  $ 101,124

Common stock issued for
services received                   -         -            -          - 1,253,902   1,254     847,327             -     848,581
                               ------    ------   ----------   --------  --------  ------  ----------   -----------   ---------

Preferred stock issued
for services received       1,400,000     1,400            -          -         -       -     158,600             -     160,000

Contributed capital
- stock returned by
officers                            -         -            -          -   (49,408)    (49)     49,359             -      49,310

Return of common stock
previously in escrow for
equity placement                    -         -            -          -  (280,657)   (281)     95,628             -      95,347

Issuance of common stock
for asset acquisition               -         -            -          - 2,000,000   2,000   2,198,000             -   2,200,000

Conversion of preferred
shares into common
shares by officers           (600,000)     (600)           -          - 6,000,000   6,000      (5,400)            -           -

Net loss for the year               -         -            -          -         -       -           -    (3,513,287) (3,513,287)
                               ------    ------   ----------   --------  --------  ------  ----------   -----------   ---------

Balances, December 31, 2003 1,550,000    $1,550            -          - 9,629,858  $9,630  $5,615,303  $(5,685,408)    $(58,925)
                               ======    ======   ==========   ========  ========  ======  ==========   ===========   =========


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

</TABLE>



<TABLE>
<CAPTION>
                   HAIRMAX INTERNATIONAL CORP. & SUBSIDIARIES
                      Consolidate Statements of Cash Flows
                 For the years ended December 31, 2003 and 2002
================================================================================


                                                      2003               2002
                                                   ----------         ----------
<S>                                                <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                       $(3,513,287)       $  (887,790)
   Adjustments to reconcile net loss to net
   cash (used in) operating activities:
      Depreciation                                     18,250             10,275
      Common stock issued for services                848,581            383,590
      Preferred stock issued for services             160,000                  -
      Loss from impairment of asset acquisition     2,200,000                  -
      Interest accrued on shareholder loan payable      1,656                  -
      Warrants issued                                       -            327,758
      Unrealized (gain) loss on trading securities     (5,416)             1,743
     (Increase) decrease in operating assets:
         Accounts receivable                                -                903
         Inventory                                          -              1,200
         Prepaid expenses                                   -             90,000
                   Deposits                                 -             (2,226)
      Increase (decrease) in operating liabilities
         Accounts payable and accrued expenses         85,594               (299)
                                                   ----------         ----------
         NET CASH USED IN OPERATING ACTIVITIES       (204,622)           (74,846)
                                                   ----------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                (53,349)           (23,341)
                                                   ----------         ----------
         NET CASH USED IN INVESTING ACTIVITIES        (53,349)           (23,341)
                                                   ----------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from shareholder loan payable              67,500             25,000
   Repayment of shareholder loan payable                    -            (25,000)
   Outstanding checks in excess of bank balance             -            (11,664)
   Proceeds from equity placement                      95,628            200,000
   Principal repayments under capitalized lease             -             (2,313)
                                                   ----------         ----------
         NET CASH PROVIDED BY FINANCING ACTIVITIES    163,128            186,023
                                                   ----------         ----------

         NET INCREASE (DECREASE) IN CASH
         AND CASH EQUIVALENTS                         (94,843)            87,836

CASH AND CASH EQUIVALENTS,
   BEGINNING OF THE YEAR                               98,837             11,001
                                                   ----------         ----------

   END OF THE YEAR                                 $    3,994         $   98,837
                                                   ==========         ==========

SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH FINANCING:
----------------------------------------------------------
   Common stock issued to officers for services    $  245,050         $  231,890
                                                   ==========         ==========
   Common stock issued to others for services      $  603,531         $  151,700
                                                   ==========         ==========
   Preferred stock issued to officers for services $  160,000         $        -
                                                   ==========         ==========
   Warrants issued                                 $        -         $  327,758
                                                   ==========         ==========
   Cash paid for interest expense                  $        -         $        -
                                                   ==========         ==========
   Common stock issued for purchase of assets      $2,200,000         $        -
                                                   ==========         ==========


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

</TABLE>


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

Organization  -  HairMax  International Corp. (the "Company") (formerly known as
------------
National Beauty Corp.) (a Nevada corporation) legally changed its corporate name
on  August 1, 2003 and was also formerly known as ATR Industries, Inc., a Nevada
corporation,  which  was  incorporated  in  1987.

The  consolidated  financial  statements  include its wholly owned subsidiaries,
Cleaning  Express USA, Hairmax of Florida, Inc. (FKA Beauty Works USA, Inc.) and
Hairmax of Nevada, Inc. The Company has a full service cleaning company offering
daily  residential cleaning services, carpet cleaning and other related services
in  the  South  Florida area under the name of Cleaning Express USA. The Company
also  offers  beauty  salon  services  and products though its two retail beauty
salons  in  the  South Florida and Las Vegas areas under its Hairmax of Florida,
Inc.  and  Hairmax  of  Nevada,  Inc.  subsidiaries,  respectively.

Cash  and  Cash  Equivalents  - For purposes of the Statement of Cash Flows, the
----------------------------
Company  considers  highly liquid investments with an original maturity of three
months  or  less  to  be  cash  equivalents.

Marketable  Securities  - Marketable securities include the Company's investment
----------------------
in  equity  securities  recorded at fair market value. The marketable securities
were  classified  as trading securities with holding gains and losses recognized
in  current  period  operations.

Inventory  -  Inventory  is  stated  at  the lower of cost or market.  Inventory
---------
consists  of  hair  care  products purchased for resale in the Company's HairMax
subsidiaries.

Property  and  Equipment  -  Property  and  equipment  is  stated  at  cost less
------------------------
accumulated  depreciation.  Expenditures that would increase the value or extend
the  useful  life  of  property  and equipment are capitalized.  Depreciation is
provided  on  a straight-line basis over the estimated useful life of the assets
that  range  from  5  years  for  equipment  to  7  years  for  furniture.

Impairment of Long-Lived Assets -The Company evaluates the recoverability of its
-------------------------------
property  and  equipment  and  other  assets  in  accordance  with  Statement of
Financial  Accounting  Standards  No.144,  "Accounting  for  the  Impairment  or
Disposal  of  Long-Lived  Assets"("SFAS 144").  SFAS 144 requires recognition of
impairment  of  long-lived assets in the event the net book value of such assets
exceeds the estimated future undiscounted cash flows attributable to such assets
or  the  business  to  which such assets relate.  SFAS 144 excludes goodwill and
intangible  assets.  When  an  asset  exceeds  its  expected  cash  flows, it is
considered to be impaired and is written down to fair value, which is determined
based  on either discounted future cash flows or appraised values.   The Company
adopted the statement on January 1, 2002.  No impairments were recognized during
the  years  ended  December  31,  2003  and  2002.


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)
-----------------------------------------------------------------------

Revenue  Recognition-  Revenue  for  the  residential  cleaning  operations  is
--------------------
recognized  when  cleaning  services  are  performed.  Revenues for beauty salon
services  are  recognized  when  the  services are rendered. Revenues for beauty
products  are  recognized  when the retail products are sold at the beauty salon
locations.

Advertising  -  The  Company  charges  the  costs of advertising to expense when
-----------
incurred.  Advertising  expense  for  the years ended December 31, 2003 and 2002
was  $52,256  and  $36,488,  respectively.

Income  Taxes  -  Income  taxes  are  provided  in  accordance with Statement of
-------------
Financial  Accounting  Standards  No. 109 (SFAS No. 109), "Accounting for Income
Taxes."  A  deferred  tax  asset  or  liability  is  recorded  for all temporary
differences  between  financial  and  tax  reporting  and  net  operating
loss-carryforwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for  the  effect  of  changes  in  tax  laws and rates on the date of enactment.

Loss Per Share - The Company reports loss per share in accordance with Statement
of  Financial  Accounting  Standard  (SFAS) No.128. This statement requires dual
presentation  of  basic and diluted earnings (loss) with a reconciliation of the
numerator and denominator of the loss per share computations. Basic earnings per
share amounts are based on the weighted average shares of common outstanding. If
applicable,  diluted earnings per share would assume the conversion, exercise or
issuance of all potential common stock instruments such as options, warrants and
convertible  securities,  unless  the  effect  is  to  reduce a loss or increase
earnings  per share. Escrowed shares were excluded in the computation of diluted
weighted  average  shares  for  2003  and  2002.

Management's  Use  of  Estimates  -  The  preparation of financial statements in
--------------------------------
conformity  with  accounting  principles generally accepted in the United States
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities  and  disclosures of contingent assets and
liabilities  at  the  date  of  financial statements and the reported amounts of
revenues  and  expenses during the reporting period. Actual results could differ
from  those  estimates.


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)
-----------------------------------------------------------------------

Recent  Accounting  Pronouncements  -In  June  2001,  the Financial Board issued
-------------------------------------
Statement  of  Financial  Accounting Standards ("SFAS") No. 143, "Accounting for
Asset  Retirement  Obligations" which addresses the accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  retirement  costs.  SFAS  No.  143 requires that the fair value of a
liability  for  an  asset  retirement  obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value cannot be made. SFAS
No.  143 is effective for financial statements issued for fiscal years beginning
after June 15, 2002. The Company does not expect SFAS No. 143 to have a material
effect  on  its  financial  condition  or  cash  flows.

In  April  of 2002, Statement of Financial Accounting Standards ("SFAS") No. 145
was  issued which rescinded SFAS Statements No. 4, 44 and 64, amended No. 13 and
contained  technical  corrections. As a result of SFAS No. 145, gains and losses
from  extinguishments  of debt will be classified as extraordinary items only if
they  meet  the  criteria  in  APB  Opinion  No.  30,  that they are unusual and
infrequent  and  not  part of an entity's recurring operations. The Company does
not  expect SFAS No. 145 to have a material effect on its financial condition or
cash  flows.  The  Company  will  adopt  SFAS  145  on  January  1,  2004.

In  July  2002,  the  FASB  issued  SFAS 146, which addresses significant issues
regarding  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated with exit and disposal activities, including restructuring activities
that  are  currently  accounted  for  pursuant to the guidance that the Emerging
Issues  Task  Force  ("EITF")  has  set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (Including  Certain  Costs  Incurred  in  a  Restructuring)". SFAS 146
revises  the  accounting  for  certain  lease  termination  costs  and  employee
termination  benefits,  which  are  generally  recognized  in  connection  with
restructuring  charges.  The  provisions  of  SFAS 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. The Company does
not  expect  SFAS 146 to have an impact its financial statements once adopted on
January  1,  2004.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities". FIN No. 46 requires the consolidation of entities that cannot finance
their  activities  without  the  support  of other parties and that lack certain
characteristics of a controlling interest, such as the ability to make decisions
about  the  entity's  activities via voting rights or similar rights. The entity
that consolidates the variable interest entity is the primary beneficiary of the
entity's  activities.  FIN  No.  46  applies  immediately  to  variable interest
entities created after January 31, 2003, and must be applied in the first period
beginning  after  June  15,2003  for  entities  in  which  an enterprise holds a
variable  interest  entity that it acquired before February 1, 2003. The Company
plans  to  adopt  this  Interpretation  in  the  first  quarter  of fiscal 2004.


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)
-----------------------------------------------------------------------

In  January  2003,  the  EITF released Issue No. 00-21, ("EITF 00-21"), "Revenue
Arrangements  with  Multiple Deliveries", which addressed certain aspects of the
accounting  by  a  vendor  for  arrangement under which it will perform multiple
revenue-generating  activities.  Specifically,  EITF  00-21 addresses whether an
arrangement  contains  more  than one unit of accounting and the measurement and
allocation to the separate units of accounting in the arrangement. EITF 00-21 is
effective  for  revenue  arrangements  entered  into in fiscal periods beginning
after  June  15,  2003. The adoption of this standard will not have an impact on
the  Company's  financial  statements.

In  May  2003,  the  FASB  issued  SFAS  No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting  for  derivative instruments, including certain derivative
instruments  embedded  in other contracts, and for hedging activities under SFAS
No.  133. SFAS No. 149 is effective for contracts entered into or modified after
June  30, 2003 and for hedging relationships designated after June 30, 2003. The
Company  does  not  believe  that  there  will  be  any  impact on its financial
statements.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of both Liabilities and Equity." SFAS No. 150
establishes  standards  for how companies classify and measure certain financial
instruments  with  characteristics  of  both liabilities and equity. It requires
companies  to  classify  a  financial  instrument  that is within its scope as a
liability  (or  an  asset  in some circumstances). SFAS No. 150 is effective for
financial  instruments entered into or modified after May 31, 2003. The standard
will  not  impact  the  Company's  financial  statements.


NOTE  B  -  GOING  CONCERN
--------------------------

The  Company has suffered recurring losses from operations, has negative working
capital  and  has a stockholders' deficit as of December 31, 2003.  In addition,
the  Company  has  yet  to  generate  an  internal  cash  flow from its business
operations.  These  factors  raise  substantial  doubt  as to the ability of the
Company  to  continue  as  a  going  concern.

Management's plans with regard to these matters encompass the following actions:
1)  obtain  funding  from  new  investors  to  alleviate  the  Company's capital
deficiency,  2)  implement  a  plan  focusing  on  developing  and expanding its
HairMax  subsidiaries  through  increased  sales  and  marketing efforts, and 3)
develop a new acquisition strategy to acquire small, privately held hair salons.
The  Company's  continued  existence is dependent upon its ability to resolve it
liquidity  problems  and  increase  profitability  in  its  current  business
operations.  However,  the  outcome  of management's plans cannot be ascertained
with  any  degree  of  certainty.  The  accompanying  consolidated  financial
statements  do not include any adjustments that might result from the outcome of
these  risks  and  uncertainties.


NOTE  C  -  EQUITY  PLACEMENT
-----------------------------

On  October  24,  2002,  the  Company entered into an equity placement agreement
("agreement")  pursuant  to Rule 504 of Regulation D (formerly referred to as an
acquisition)  whereby  the  Company acquired the assets of an unrelated Colorado
corporation  consisting  of  $200,000  cash  and  a  $550,000  promissory  note
receivable  due  on  or  before  February  20,  2003.  All  liabilities  of  the
corporation were discharged prior to the merger. As consideration, as stipulated
in  the  agreement, the Company issued 1,000 common shares and 750 shares of its
newly  created  Series  B  2%  convertible  preferred  stock  in  2003  to  the
corporation's  sole  shareholder.  There  were  no operations of the corporation
prior to the agreement and because the agreement does not meet the conditions of
a  significant  acquisition,  pro  forma  information  has  not  been  provided.

On  March 28, 2003, a Modification agreement to the promissory note was executed
modifying  the  payment terms on the note.  HEM Mutual Assurance, LLC, the maker
of  the  note, agreed to make weekly $30,000 payments until the note was paid in
full.  The modification agreement also stipulated a termination clause by either
party  upon  written  notice.  The Company received $95,628 in payments prior to
termination in May 2003 and the previously issued common stock from the original
agreement  was  returned  to  the  Company.


NOTE  D  -  CONVERTIBLE  PREFERRED  STOCK
-----------------------------------------

Series  "A"  Preferred  Stock

During  2002,  subject  to  a  majority  vote of the Company's shareholders, the
Company  reduced  the  number  of shares of the Series "A" convertible preferred
from  50,000,000  to  40,000,000  shares.

The  Company  has  1,550,000 shares of Series "A" preferred stock outstanding at
December  31,  2003,  which is convertible at the option of the shareholder into
15,500,000  shares  of  common stock. During 2002, 200,000 preferred shares were
converted  into  2,000,000  common  shares  by two of the Company's officers and
majority  shareholders.  During  2003,  the  Company's  officers  and  majority
shareholders  converted  600,000 preferred shares in to 6,000,000 common shares.
During 2003, the Company's officers and majority shareholders received 1,400,000
preferred  shares  for  services  rendered  at  a  fair  value  of  $160,000.

Series  "B"  Preferred  Stock

During  2002, subject to a majority vote the Company's shareholders, the Company
authorized  the  creation  of  a  new  1,000  authorized shares of Series "B" 2%
convertible  preferred  shares.  The  shares  of  Series  "B" preferred stock is
convertible  at  a redemption price of 115% of the stated value of each share of
Series "B" stock plus accrued and unpaid dividends. The shares of the Series "B"
stock  have  no  voting  power.


NOTE  E  -  COMMON  STOCK
-------------------------

During  the year ended December 31, 2003, the Company enacted a 50 for 1 reverse
stock  split  on  its common stock. All common stock amounts in the accompanying
financial  statements  have  been  retroactively  restated  to  reflect  this
capitalization  change.

During  the  year  ending  December 31, 2003, the Company filed a Certificate of
Amendment  to Articles of Incorporation with the State of Nevada to decrease the
number of authorized common shares to 100,000,000, with a continued par value of
$.001.  A  majority  of  the  Company's  shareholders  voted  to  approve  this
transaction.

During  the year ended December, 31 2003, the Company issued 1,253,902 shares of
its  common stock for services rendered by officers and outside consultants. The
shares  were  valued at the date of issuance yielding an aggregate fair value of
$848,581,  which  was  expensed  during  the  year.

During the year ended December 31, 2003, the Company issued 2,000,000 restricted
common shares to an unrelated entity for the purchase of a movie. This unrelated
entity  to  date has not delivered title or any other item related to the movie.
The  Company  has  filed  legal  proceedings against the entity and its majority
owner  seeking compensatory and punitive damages (See Note K).  The value of the
asset  was  recorded at the fair value of the common stock as of the date of the
agreement.  The uncertainty of the value is not determinable by the Company.  As
a  result,  an  impairment of the asset value has been recorded in the amount of
$2,200,000  at  December  31,  2003.

During  the year ended December, 31 2002, the Company issued 1,835,000 shares of
its  common stock for services rendered by officers and outside consultants. The
shares  were  valued at the date of issuance yielding an aggregate fair value of
$383,590,  which  was  expensed  during  the  year.

Pursuant to the 2002 agreement discussed in footnote C above, the Company issued
600,000  common  shares to an independent law firm acting as legal escrow agent.
These  escrowed  common shares are excluded for purposes of the weighted average
share  computation  in  the  accompanying statements of operations. These common
shares  are  reserved  for  future  exercise  of  warrants issued during 2002 as
discussed in footnote F below and the future, if any, redemption of the series B
convertible  preferred  stock  discussed  above  herein.

During  the  years  ended  December 31, 2003 and 2002, $95,628 and $200,000 were
collected  from  the  sale  of common stock from investors in equity placements,
respectively.


NOTE  F  -  STOCK  WARRANTS
---------------------------

During 2002, the Company issued stock warrants to the entity associated with the
2002  acquisition as discussed above in footnote D. The stock warrants allow the
entity  to  purchase  shares of the Company's stock at a price per share per the
warrant agreement of $.001. The warrants allow the entity to purchase one common
share  of  the  Company's  stock  for  each  warrant.

The  warrants  expire  in August 2007 per the warrant agreement. The Company did
not  grant  any  registration  rights with respect to any shares of common stock
issuable upon exercise of the warrants. During the year ended December 31, 2002,
the  Company recorded an expense of  $327,758, equal to the estimated fair value
of the options at the date of grants. The fair market value was calculated using
the  Black-Scholes  options  pricing  model,  assuming 5% risk-free interest, 0%
dividend yield, 60% volatility, and an expected life of five years. In May 2003,
as  a result of the termination of the agreement and equity placement in Note C,
these  stock  warrants  were  cancelled.


NOTE  G  -  COMMITMENTS
-----------------------

The  Company  leases  its executive offices in Coral Springs, Florida and beauty
salons  in  Boca  Raton,  Florida,  Coral Springs, Florida and Las Vegas, Nevada
under  non-cancelable  operating  leases  that expire from varying dates through
December 31, 2008. Future minimum rental payments as of December 31, 2003 in the
aggregate  and  for  each  of  the  five  succeeding  years  are  as  follows:


Year                               Amount
----                              --------
2004                              $172,953
2005                               161,675
2006                               137,147
2007                               128,743
2008                                83,738
                                  --------
                                  $684,256
                                  ========

Rent  expense  for  2003  and  2002  was  $94,322  and  $55,841,  respectively.

The  Company  is  committed  to two employment agreements through April 1, 2007.
Pursuant  to  the  agreements,  two  of  the  Company's  officers  and  majority
shareholders  shall  receive  total  combined  annual salaries of $325,000 and a
combined  300,000  preferred  shares  per  annum.

The  Company is committed to another employment agreement through April 5, 2005.
Pursuant  to the agreement, the Company's officer and minority shareholder shall
receive  annual  compensation  of  $50,000  with  6%  annual  increases.


NOTE  H  -  INCOME  TAXES
-------------------------

The  Company  has  approximately  $1,200,000  of federal and state net operating
losses  available   that  expire  in  various  years  through  the  year  2018.

Due  to  operating  losses,  there  is no provision for current federal or state
income  taxes  for  the  years  ended  December  31,  2003  and  2002.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amount  used  for  federal  and  state  income tax purposes.

The  Company's deferred tax asset at December 31, 2003 consists of net operating
loss  carry  forwards  calculated  using  federal  and state effective tax rates
equating  to  approximately $468,000 less a valuation allowance in the amount of
approximately  $468,000, respectively. Because of the Company's lack of earnings
history,  the deferred tax asset has been fully offset by a valuation allowance.
The  valuation allowance increased by approximately $116,000 and $76,000 for the
years  ended  December  31,  2003  and  2002,  respectively.

The  Company's  total  deferred tax asset as of December 31, 2003 is as follows:

     Net  operating  loss  carry  forwards          $   468,000
     Valuation  allowance                              (468,000)
                                                    -----------

     Net  deferred  tax  asset                      $        --
                                                    ===========

The  reconciliation of income taxes computed at the federal statutory income tax
rate  to total income taxes for the years ended December 31, 2003 and 2002 is as
follows:

                                                           2003          2002
                                                           ----          ----
     Income tax computed at the federal statutory rate      34%           34%
     State income taxes, net of federal tax benefit          5%            5%
                                                           ----          ----
     Valuation allowance                                   (39%)         (39%)
                                                           ----          ----
Total deferred tax asset                                     0%            0%
                                                           ====          ====


NOTE  I  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

During  the  year ended December 31, 2002, the Company borrowed $25,000 from its
majority  shareholder  to assist in funding for the merger disclosed in footnote
C.  The  transaction  was supported by a promissory note bearing interest of 15%
interest  per annum. The note and related interest were paid in October 2002 and
no  liability  exists  for  the  Company  at  December  31,  2002.


NOTE  I  -  RELATED  PARTY  TRANSACTIONS  (continued)
-----------------------------------------------------

During  the  year  ended  December  31, 2003, the Company borrowed an additional
$67,500  from  its  majority shareholder. The borrowings were not supported by a
promissory  note  but  bears  interest of 8% interest per annum. The shareholder
loan payable and related interest thereto is recorded by the Company at December
31,  2003  in  the  accompanying  balance  sheet.


NOTE  J  -  SEGMENT  INFORMATION
--------------------------------

Based on the criteria established by SFAS 131, "Disclosures about Segments of an
Enterprise  and  Related  Information,"  the  Company  operates in two principal
business  segments  -  (1)  residential  cleaning  service and (2) retail beauty
salons.  In  accordance  with  SFAS 131, the Company is required to describe its
reportable  segments  and  provide  data  that  is consistent with the data made
available  to the Company's management to assess performance and make decisions.
Information  from  the  internal  management reports may differ from the amounts
reported  under  generally  accepted  accounting  principles.  The assets of the
discontinued  subsidiary  are reflected as corporate assets. Summarized revenues
and  expense  information  by  segment  for 2003 and 2002, as excerpted from the
internal  management  reports,  is  as  follows:


                                                 2003                 2002
                                              ----------           ----------
     Residential Cleaning:
     ---------------------
     Residential cleaning sales               $  210,190           $  318,709
     Cost of sales                              (172,298)            (247,106)
     Corporate and other expenses               (723,680)            (692,536)
                                              ----------           ----------
     Segment loss                               (685,788)            (620,933)

Total assets                                      14,931               62,773

Capital expenditures                                 -0-                  -0-

Depreciation                                       1,725                1,259

Interest expense                                     745                  295


NOTE  J  -  SEGMENT  INFORMATION  (continued)
---------------------------------------------

                                                 2003                 2002
                                              ----------           ----------

     Retail  beauty  salons:
     -----------------------
     Retail beauty salon sales                $  266,391           $  223,501
     Cost of sales                               (11,391)              (9,104)
     Corporate and other expenses               (884,499)            (481,254)
                                              ----------           ----------
     Segment loss                               (629,499)            (266,857)

Total assets                                      75,766               82,252

Capital expenditures                              53,349               23,341
Depreciation                                      16,525                9,016
Interest expense                                     911                  205


NOTE  K  -  LITIGATION
----------------------

On  December  1,  2003  a  shareholder and former officer of the Company filed a
complaint against the Company seeking to be recognized as Chairman and Secretary
of  the  Company  and  to  remove certain current officers from the Company.  In
December,  2003  a  U.S.  District  Judge denied the plaintiff's allegations and
ruled  in  favor  of  the Company, in that, among other matters, that the former
officer  controlled  less  than  two-thirds  of  required votes for an officer's
removal.

In  addition,  the Judge concluded that the former officer "has unclean hands in
this  case, which weighs in favor of denying the injunction" and that the former
officer  induced  the Company to issue 2,000,000 shares of its common stock (See
Note  E)  to  Revenge Games, Inc., ("RGI") an allegedly independent entity.  RGI
appears  to  be  under  plaintiff's control and the Company's shares paid to RGI
appear to have been secured in order to obtain control of the Company.  Finally,
the Judge concluded that the former officer lacks credibility as he was enjoined
in  an  Arizona  Court  in  a  similar  case  for  corporate  control.

The  Company  filed  a  counter  claim  in December 2003 that includes causes of
action for fraud, intentional and negligent misrepresentation, libel and related
matters.  The  Company's complaint seeks compensatory and punitive damages in an
amount  equal  to  $5.0  million  for  the damage caused by the former officer's
action.  The  ultimate  outcome  in  these matters can not be determined at this
time.  There  exists the possibility of a material adverse impact on the results
of  operations  of  the period in which the matter is ultimately resolved, or an
unfavorable  outcome  becomes  probable  and  reasonably  estimable.


NOTE  L  -  SUBSEQUENT  EVENTS
------------------------------

Subsequent  to  December  31,  2003,  the Company issued 3,020,250 shares of its
common  stock for services rendered by its officers and outside consultants. The
shares  were  valued at the date of issuance yielding an aggregate fair value of
$246,023.


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

     None.


ITEM 8A.  CONTROLS  AND  PROCEDURES

Quarterly  Evaluation  of Controls.  As of the end of the period covered by this
annual  report  on Form 10-KSB, we evaluated the effectiveness of the design and
operation of (i) our disclosure controls and procedures ("Disclosure Controls"),
and  (ii)  our  internal control over financial reporting ("Internal Controls").
This  evaluation  ("Evaluation")  was  performed  by  our  President  and  Chief
Executive  Officer,  Edward  A. Roth ("CEO"), and by Michael J. Bongiovanni, our
Chief  Financial Officer ("CFO"). In this section, we present the conclusions of
our  CEO and CFO based on and as of the date of the Evaluation, (i) with respect
to  the  effectiveness  of our Disclosure Controls, and (ii) with respect to any
change  in  our  Internal  Controls  that occurred during the most recent fiscal
quarter  that  has  materially  affected,  or is reasonably likely to materially
affect  our  Internal  Controls.

CEO  and  CFO  Certifications.  Attached to this annual report, as Exhibits 31.1
and  31.2,  are certain certifications of the CEO and CFO, which are required in
accordance  with  the  Exchange Act and the Commission's rules implementing such
section  (the  "Rule  13a-14(a)/15d-14(a)  Certifications"). This section of the
annual  report contains the information concerning the Evaluation referred to in
the  Rule 13a-14(a)/15d-14(a) Certifications. This information should be read in
conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete
understanding  of  the  topic  presented.

Disclosure  Controls  and  Internal Controls. Disclosure Controls are procedures
designed  with  the  objective  of  ensuring  that  information  required  to be
disclosed  in our reports filed with the Commission under the Exchange Act, such
as  this  annual  report, is recorded, processed, summarized and reported within
the  time  period  specified  in  the  Commission's  rules and forms. Disclosure
Controls  are  also  designed  with  the  objective  of  ensuring  that material
information  relating  to  us  is  made  known to the CEO and the CFO by others,
particularly during the period in which the applicable report is being prepared.
Internal Controls, on the other hand, are procedures which are designed with the
objective  of  providing  reasonable  assurance  that  (i)  our transactions are
properly  authorized,  (ii)  the  Company's  assets  are  safeguarded  against
unauthorized  or  improper use, and (iii) our transactions are properly recorded
and  reported,  all to permit the preparation of complete and accurate financial
statements  in  conformity  with accounting principals generally accepted in the
United  States.

Limitations  on  the  Effectiveness  of Controls. Our management does not expect
that our Disclosure Controls or our Internal Controls will prevent all error and
all  fraud.  A  control  system,  no matter how well developed and operated, can
provide  only  reasonable, but not absolute assurance that the objectives of the
control  system are met.  Further, the design of the control system must reflect
the  fact that there are resource constraints, and the benefits of controls must
be  considered  relative  to their costs. Because of the inherent limitations in
all  control  systems,  no evaluation of controls can provide absolute assurance
that  all  control  issues and instances so of fraud, if any, within the Company
have  been  detected.  These  inherent  limitations  include  the realities that
judgments  in  decision-making  can  be  faulty,  and  that breakdowns can occur
because  of  simple error or mistake. Additionally, controls can be circumvented
by  the  individual acts of some persons, by collusion of two or more people, or
by  management  override of the control. The design of a system of controls also
is based in part upon certain assumptions about the likelihood of future events,
and  there  can  be  no  assurance that any design will succeed in achieving its
stated  objectives under all potential future conditions. Over time, control may
become  inadequate  because  of  changes in conditions, or because the degree of
compliance  with  the  policies  or  procedures  may deteriorate. Because of the
inherent  limitations  in  a cost-effective control system, misstatements due to
error  or  fraud  may  occur  and  not  be  detected.

Scope of the Evaluation. The CEO and CFO's evaluation of our Disclosure Controls
and  Internal  Controls  included a review of the controls' (i) objectives, (ii)
design,  (iii)  implementation,  and  (iv)  the  effect  of  the controls on the
information  generated  for  use  in  this  annual  report. In the course of the
Evaluation,  the  CEO  and CFO sought to identify data errors, control problems,
acts  of  fraud,  and they sought to confirm that appropriate corrective action,
including process improvements, was being undertaken. This type of evaluation is
done  on  a quarterly basis so that the conclusions concerning the effectiveness
of  our  controls  can  be  reported in our quarterly reports on Form 10-QSB and
annual  reports  on  Form  10-KSB. The overall goals of these various evaluation
activities are to monitor our Disclosure Controls and our Internal Controls, and
to  make  modifications  if  and as necessary. Our external auditors also review
Internal  Controls  in  connection  with their audit and review activities.  Our
intent  in this regard is that the Disclosure Controls and the Internal Controls
will  be  maintained  as dynamic systems that change (including improvements and
corrections)  as  conditions  warrant.

Among other matters, we sought in our Evaluation to determine whether there were
any  significant  deficiencies  or material weaknesses in our Internal Controls,
which  are reasonably likely to adversely affect our ability to record, process,
summarize  and  report  financial  information, or whether we had identified any
acts  of fraud, whether or not material, involving management or other employees
who  have  a  significant  role  in  our Internal Controls. This information was
important  for  both  the  Evaluation,  generally,  and  because  the  Rule
13a-14(a)/15d-14(a)  Certifications,  Item  5,  require  that  the  CEO  and CFO
disclose that information to our Board (audit committee), and to our independent
auditors, and to report on related matters in this section of the annual report.
In the professional auditing literature, "significant deficiencies" are referred
to  as  "reportable  conditions".  These  are  control  issues  that  could have
significant  adverse  affect  on  the  ability to record, process, summarize and
report  financial  data  in  the  financial statements. A "material weakness" is
defined  in  the  auditing  literature  as  a  particularly  serious  reportable
condition where the internal control does not reduce, to a relatively low level,
the  risk  that  misstatement  cause by error or fraud may occur in amounts that
would  be  material  in relation to the financial statements and not be detected
within  a  timely  period  by  employee in the normal course of performing their
assigned  functions.  We  also sought to deal with other controls matters in the
Evaluation,  and  in  each case, if a problem was identified, we considered what
revisions,  improvements  and/or  corrections  to  make  in  accordance with our
ongoing  procedures.

Conclusions.  Based  upon  the  Evaluation,  the  Company's  CEO  and  CFO  have
concluded  that, subject to the limitations noted above, our Disclosure Controls
are  effective  to  ensure  that material information relating to the Company is
made  known  to  management,  including the CEO and CFO, particularly during the
period  when  our  periodic  reports  are  being prepared, and that our Internal
Controls  are  effective  to  provide  reasonable  assurance  that our financial
statements  are  fairly  presented  inconformity  with  accounting  principals
generally accepted in the United States.  Additionally, there has been no change
in  our  Internal  Controls  that occurred during our most recent fiscal quarter
that  has  materially  affected, or is reasonably likely to affect, our Internal
Controls.

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

(a)  Identification  of  Directors

The  following  information,  as  of April 13, 2004 is furnished with respect to
each  Director  and  Executive  Officer:

                                    Date of
Name  of  Director          Age     Service     Position  with  Company
------------------------    ---     -------     --------------------------------

Edward  A.  Roth             46        1997     Chairman,  President  &  CEO
Alisha  Roth                 38        1997     Secretary,  Treasurer,  Director
Barbara  Patigalia           53        1997     Director
Michael  J.  Bongiovanni     41        2000     Chief  Financial  Officer


All  Directors serve for one-year terms, which expire at the annual shareholders
meeting  in  2004.

All  officers  serve  at  the  pleasure  of  the  Board.

There  are  no arrangements or understandings pursuant to which any of them were
elected  as  officers.

Edward  A.  Roth  has been President and Director of the Company since 1997. Mr.
Roth previously served as Vice-President and Director of Operations for Cleaning
Express  USA  since its inception in November 1994. During this period, Mr. Roth
developed  and  implemented  all  operations and developments creating a company
that  started  with  less  than  50  customers,  and  today  services over 8,000
customers  in  South  Florida.  Mr. Roth was President of Advanced Appearance, a
chain  of Beauty Salons, in Alabama and Florida form 1978 to 1988. Prior to this
Mr.  Roth  served as a management consultant working independently for 20 years.
Mr.  Roth has attended Auburn University majoring in business and marketing, and
is  also a veteran of the United States Air Force.  Edward A. Roth is married to
Alisha  M.  Roth

Michael  J.  Bongiovanni  has  been Chief Financial Officer of the Company since
April  2000.  Mr.  Bongiovanni  is  responsible for SEC reporting compliance and
financial  analysis  of  new  operations  including  Beautyworks  USA,  Inc. Mr.
Bongiovanni  has  served  numerous  publicly  traded  companies  in  financial
consulting  and  business  management  since  1980. Mr. Bongiovanni received his
Masters  of  Accounting  degree  at  Florida  Atlantic  University.

Alisha  M.  Roth has served as Secretary and Director of the Company since 1997.
Mrs. Roth served previously as President of Cleaning Express USA, and during her
tenure she was in charge of staffing and customer relations.  Mrs. Roth has been
with  Cleaning  Express  USA  since  1994,  prior  to that she was a resident of
Trinidad,  West Indies. Mrs. Roth has owned and operated her own business in the
restaurant  and  pre-school  development  areas,  and  has 8 years of management
experience.  Alisha  M.  Roth  is  married  to  Edward  A.  Roth.

Barbara  Patigalia  is  a  language  pathologist  with the Head Start program in
Maryland,  and  serves  as  President  of the League of Women Voters in Potomac,
Maryland.  Ms.  Patigalia  had  no  business experience during the last 5 years,
except  other  than  through  her  role  as  a  director  of  the  Company.

There have been no events under any bankruptcy act, any criminal proceedings and
any  judgments  or  injunctions  material  to  the evaluation of the ability and
integrity  of  any  director  or  executive  officer  during  the  past 5 years.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

Based  on  information  furnished  to  Registrant,  no officer, director, or ten
percent shareholder failed to file on a timely basis reports on Forms 3, 4, or 5
during  the  most  recent  two  fiscal  years.

AUDIT  COMMITTEE  FINANCIAL  EXPERT

The  Company  does  not  have  a separately designated standing audit committee.
Pursuant  to  Section  3(a)(58)(B)  of  the  Exchange  Act,  the entire Board of
Directors  acts  as  an  audit  committee  for  the  purpose  of  overseeing the
accounting  and  financial  reporting processes, and our audits of the financial
statements.  The  Commission  recently adopted new regulations relating to audit
committee  composition and functions, including disclosure requirements relating
to  the  presence  of an "audit committee financial expert" serving on its audit
committee.  In  connection  with  these new requirements, our Board of Directors
examined  the  Commission's definition of "audit committee financial expert" and
concluded  that  we  do  not  currently  have a person that qualifies as such an
expert.  Presently,  there are only four (4) directors serving on our Board, and
we  are  not  in  a  position  at  this  time  to attract, retain and compensate
additional  directors  in order to acquire a director who qualifies as an "audit
committee  financial expert", but we intend to retain an additional director who
will qualify as such an expert, as soon as reasonably practicable. While neither
of  our  current  directors  meets  the  qualifications  of  an "audit committee
financial  expert",  each  of  our  directors,  by virtue of his past employment
experience,  has  considerable  knowledge  of financial statements, finance, and
accounting,  and  has  significant  employment  experience  involving  financial
oversight  responsibilities.  Accordingly, we believe that our current directors
capably  fulfill  the  duties  and responsibilities of an audit committee in the
absence  of  such  an  expert.

CODE  OF  ETHICS

We  are  presently working with our legal counsel to prepare and adopt a code of
ethics  that  applies  to  our  principal  chief  executive  officer,  principal
financial  officer,  principal  accounting  officer  or  controller,  or persons
performing  similar  functions  (the  "Code  of Ethics"). A draft of the Code of
Ethics is attached hereto as Exhibit 14.1.  The Code of Ethics is being designed
with  the  intent  to  deter  wrongdoing,  and  to  promote  the  following:

-    Honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  if  interest  between  personal  and  professional
     relationships
-    Full,  fair,  accurate, timely and understandable disclosure in reports and
     documents  that  a  small  business  issuer  files with, or submits to, the
     Commission  and  in  other public communications made by the small business
     issuer
-    Compliance  with  applicable  governmental  laws,  rules  and  regulations
-    The  prompt  internal reporting of violations of the code to an appropriate
     person  or  persons  identified  in  the  code
-    Accountability  for  adherence  to  the  code

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Under  Section 16(a) of the Exchange Act, all executive officers, directors, and
each  person who is the beneficial owner of more than 10% of the common stock of
a  company  that  files  reports pursuant to Section 12 of the Exchange Act, are
required  to  report  the  ownership  of  such  common stock, options, and stock
appreciation  rights  (other  than  certain cash-only rights) and any changes in
that  ownership  with  the Commission. Specific due dates for these reports have
been  established,  and  the Company is required to report, in this Form 10-KSB,
any  failure  to comply therewith during the fiscal year ended December 2003. We
believe  that  all  of these filing requirements were satisfied by our executive
officers,  directors and by the beneficial owners of more than 10% of our common
stock.  In  making  this  statement,  we  have  relied  solely  on copies of any
reporting  forms  received  by it, and upon any written representations received
from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial
Ownership)  was  required  to be filed under applicable rules of the Commission.

ITEM 10.  EXECUTIVE  COMPENSATION

     Summary  Compensation  Table

The  following table sets forth in summary form the compensation received during
each  of  the Company's last three completed fiscal years by the Chief Executive
Officer  and  President  of  the  Company.  No executive officer of the Company,
including  the  Chief Executive Officer and President, received total salary and
bonus  exceeding  $100,000  during  any  of  the  last  three  fiscal  years.

<TABLE>
<CAPTION>

                                                Summary Compensation Table

Name and Position     Fiscal      Annual        Bonuses         Other       Restricted      LTIP       Restricted
                      Year        Salary                    Compensation   Stock Awards    Options    Stock Bonuses
-----------------     ------   ------------     -------     ------------   ------------    -------    -------------
                                   (1)            (2)            (3)           (4)
<S>                   <C>      <C>              <C>         <C>            <C>             <C>        <C>


Edward  A.  Roth,       2003   $    250,000         -0-              -0-            -0-        -0-              -0-
CEO and President       2002   $    197,000         -0-              -0-            -0-        -0-              -0-
                        2001   $     65,000         -0-              -0-            -0-        -0-              -0-
-----------------     ------   ------------     -------     ------------   ------------    -------    -------------

Michael J.              2003   $     50,000         -0-              -0-         25,000        -0-              -0-
Bongiovanni,            2002   $     22,890         -0-              -0-         25,000        -0-              -0-
CFO                     2001   $     25,000         -0-              -0-            -0-        -0-              -0-
-----------------     ------   ------------     -------     ------------   ------------    -------    -------------

Alisha  Roth,           2003   $     75,000         -0-              -0-            -0-        -0-              -0-
Secretary,              2002   $     48,000         -0-              -0-            -0-        -0-              -0-
Treasurer               2001   $        -0-         -0-              -0-            -0-        -0-              -0-
-----------------     ------   ------------     -------     ------------   ------------    -------    -------------

</TABLE>


(1)  The  dollar  value  of  base  salary  (cash  and  non-cash)  received.

(2)  The  dollar  value  of  bonus  (cash  and  non-cash)  received.

(3)  During  the  periods covered by the Summary Compensation Table, the Company
     did  not  pay  any  other  annual  compensation not properly categorized as
     salary  or  bonus,  including  perquisites  and  other  personal  benefits,
     securities  or  property.

(4)  Issuances  of  restricted  stock  for  services rendered. These shares were
     valued  at  the  then  average  bid-ask  price.

Compensation  of  Directors

We  pay  our  non-employee  directors'  1,000 shares of the Company's restricted
common  stock  per year for Directors' Meetings attended. It is anticipated that
no  more  than  twelve meetings will occur each year. Employee directors are not
compensated  for  services  rendered  as  directors  of  the  company.

Employment  Contracts  and  Termination  of  Employment  and  Change-In  Control
Arrangements

We are committed to two employment agreements through April 1, 2007. Pursuant to
the  agreements,  Edward  and  Alisha  Roth,  two  of the company's officers and
majority  shareholders  shall receive total combined annual salaries of $325,000
and  a  combined  300,000  preferred  shares  per  annum.

ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

(a)  Security  Ownership  of  Certain  Beneficial  Owners

All  persons  known  by  the  Registrant to own beneficially more than 5% of any
class  of  the  Company's outstanding stock on April 13, 2004, are listed below:

<TABLE>
<CAPTION>

Title  of  Class     Name  and  Address     #  Shares     Nature  of  Ownership    Current  %  Owned
----------------     ------------------     ---------     ---------------------    -----------------
<S>                  <C>                    <C>           <C>                      <C>

Common  Stock,       Edward A. Roth           934,000             (x)                     8.3%
$.001  Par Value     9900 W. Sample Rd.
                     Coral Springs, FL
                     33065
----------------     ------------------     ---------     ---------------------    -----------------
Preferred  Stock,    Edward  A.  Roth       1,550,000             (y)                     100%
$.001  Par  Value    9900 W. Sample Rd.
(z)                  Coral Springs, FL
                     33065
----------------     ------------------     ---------     ---------------------    -----------------


</TABLE>


     (x)  Mr.  &  Mrs.  Roth  own  the  common  shares  as  joint  tenants.
     (y)  Mr.  &  Mrs.  Roth  own  the  preferred  shares  as  joint  tenants.
     (z)  Each share of preferred stock is convertible into ten shares of common
          stock.

(b)  Security  Ownership  of  Management

The  following table sets forth the number of shares owned beneficially on April
13,  2004,  by  each  Director  and  by  all  Officers and Directors as a group.
Information as to the beneficial ownership is based upon statements furnished to
the  Company  by  such  persons.


<TABLE>
<CAPTION>

Title  of  Class     Name  and  Address     #  Shares     Nature  of  Ownership    Current % Owned (w)
----------------     ------------------     ---------     ---------------------    -------------------
<S>                  <C>                    <C>           <C>                      <C>
Common  Stock,       Edward A. Roth           934,000             (x)                     8.3%
$.001  Par Value     9900 W. Sample Rd.
                     Coral Springs, FL
                     33065
----------------     ------------------     ---------     ---------------------    -----------------
Common  Stock,       Michael  J.               70,000            Direct                    .6%
$.001  Par Value     Bongiovanni
                     17111  Kenton  Dr.
                     Charlotte, NC
                     28031
----------------     ------------------     ---------     ---------------------    -----------------
Common  Stock,       Barbara  Patagalia        67,000            Direct                    **
$.001  Par Value     9900 W. Sample Rd.
                     Coral Springs, FL
                     33065
----------------     ------------------     ---------     ---------------------    -----------------
Common  Stock,       All Officers and         934,000            Direct                   8.3%
$.001  Par Value     Directors as a Group
                     9900 W. Sample Rd.
                     Coral Springs, FL
                     33065
----------------     ------------------     ---------     ---------------------    -----------------
Preferred  Stock,    Edward  A.  Roth       1,550,000             (y)                     100%
$.001  Par  Value    9900 W. Sample Rd.
(z)                  Coral Springs, FL
                     33065
----------------     ------------------     ---------     ---------------------    -----------------


</TABLE>

** Less than .01%

     (x)  Mr.  &  Mrs.  Roth  own  the  common  shares  as  joint  tenants.
     (y)  Mr.  &  Mrs.  Roth  own  the  preferred  shares  as  joint  tenants.
     (z)  Each share of preferred stock is convertible into ten shares of common
          stock.

(c)  Changes  in  Control

The Company knows of no arrangements that may at a subsequent date result in a
change of control in the Company.


ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

(a)  During  2003,  we issued 6,000,000 shares, respectively, to Edward Roth and
     Alisha  Roth,  our  officers  and  directors. These shares were issued as a
     result  of  the  Roth's  conversion  of  the aggregate of 600,000 shares of
     Series  A  Preferred  Stock  into  common  stock  on  a  10  to  1  basis.
(b)  During  2003,  we  enacted  a  50  for 1 reverse split of our common stock.
(c)  During 2003, we issued 1,253,902 shares of our common stock to officers and
     outside  consultants  for  services  rendered.
(d)  During  2003,  we issued 2,000,000 restricted common shares to an unrelated
     entity  for  the  purchase of a movie. See discussion above concerning this
     transaction.
(e)  During  2003,  we  sold  common stock to investors and raised $95,628 cash.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Financial  Statements

1.   The following financial statements of HairMax International, Inc. &
     Subsidiaries are included in Part II, Item 7:

Independent Auditors' Report                                   14
Balance Sheet-December 31, 2003                             15-16
Statements of Operations - years ended
     December 31, 2003 and 2002                             17-18
Statements of Cash Flows - years ended
     December 31, 2003 and 2002                             19-20
Statements of Stockholders' Equity - years ended
     December 31, 2003 and 2002                                21
Notes to Financial Statements                               22-28

2.   Exhibits

Articles  of  incorporation,  bylaws  and related amendments are incorporated by
reference  to  Exhibit  No.  1  of  Form  10-SB  filed  November  1999.

14.1.  Code  of  Ethics
31.1.  Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer
31.2.  Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer
32.1.  Section  1350  Certifications  of  Chief  Executive  Officer
32.1.  Section  1350  Certifications  of  Chief  Financial  Officer

(b)  Reports  on  Form  8-K

We issued a report on Form 8-K during the three months ended December 31, 2003.
Key components are as follows:

On  October  27,  2003,  the  Registrant  and  Revenge  Games,  Inc.,  a  Nevada
corporation  ("Revenge  Games"),  executed  an  Acquisition  and  Distribution
Agreement  (the  "Distribution  Agreement"),  pursuant  to  which the Registrant
agreed  to  acquire from Revenge Games the United States and worldwide rights to
market,  distribute,  license,  exhibit  and exploit an action/adventure feature
film  known  as "Lethal Games", which was produced by Revenge Games. The term of
the  Distribution  Agreement  is  for  an  unlimited  number  of years, subject,
however,  to  any legal rights of termination that Revenge Games may have in the
event  of  an  uncured  default  by  the  Registrant  in  the performance of its
obligations  under  the  Distribution  Agreement.  In  addition, pursuant to the
Distribution  Agreement,  the  Registrant  makes  no representation, warranty or
guaranty to, or agreement with, Revenge Games as to the gross receipts that will
be  derived  from  the  picture  or the distribution, exhibition or exploitation
thereof.

The  purchase  price  the Registrant agreed to pay for the rights acquired under
the  Distribution  Agreement  is  2,000,000  shares  of  restricted stock of the
Registrant.


ITEM 14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

FEES  BILLED  FOR  AUDIT  AND  NON-AUDIT  SERVICES

The  following table represents the aggregate fees billed for professional audit
services  rendered  to  the  independent  auditor,  Perrella  &  Associates,
("Perrella")  for  our  audit  of  the annual financial statements for the years
ended  December  31,  2002  and  2003,  and  all  fees billed for other services
rendered  by  Perrella  during  those  periods.


Year  Ended  December  31                        2003              2002
-------------------------                      --------          --------
                                               Perrella          Perrella
                                               --------          --------
Audit  Fees  (1)                               $ 10,000   (2)    $ 10,000   (3)
Audit-Related  Fees  (2)                             --                --
Tax  Fees  (3)                                       --                --
All  Other  Fees  (4)                                --                --
Total  Accounting  Fees  and  Services         $ 10,000          $ 10,000


(1)  Audit  Fees.  These are fees for professional services for our audit of the
     annual financial statements, and for the review of the financial statements
     included  in our filings on Form 10-QSB, and for services that are normally
     provided  in  connection  with  statutory  and  regulatory  filings  or
     engagements.
(2)  Audit-Related  Fees.  These are fees for the assurance and related services
     reasonably  related  to  the  performance of the audit or the review of our
     financial  statements.
(3)  Tax  Fees.  These  are  fees  for professional services with respect to tax
     compliance,  tax  advice,  and  tax  planning.
(4)  All  Other  Fees.  These  are  fees for permissible work that does not fall
     within  any  of  the  other fee categories, i.e., Audit Fees, Audit-Related
     Fees,  or  Tax  Fees.

PRE-APPROVAL  POLICY  FOR  AUDIT  AND  NON-AUDIT  SERVICES

We  do  not  have  a  standing  audit committee, and the full Board performs all
functions  of  an  audit  committee, including the pre-approval of all audit and
non-audit  services before we engage an accountant. All of the services rendered
to  the  Company  by  Perrella  were  pre-approved  by  our  Board of Directors.
We are presently working with our legal counsel to establish formal pre-approval
policies  and  procedures  for  future  engagements  of our accountants. The new
policies  and  procedures  will  be  detailed as to the particular service, will
require  that  the  Board  or  an  audit  committee  thereof be informed of each
service,  and  will  prohibit the delegation of pre-approval responsibilities to
management. It is currently anticipated that our new policy will provide (i) for
an  annual  pre-approval,  by  the  Board  or  audit  committee,  of  all audit,
audit-related  and non-audit services proposed to be rendered by the independent
auditor  for  the  fiscal  year,  as  specifically  described  in  the auditor's
engagement  letter,  and  (ii) that additional engagements of the auditor, which
were  not  approved in the annual pre-approval process, and engagements that are
anticipated  to  exceed  previously  approved thresholds, will be presented on a
case-by-case  basis,  by  the  President  or Controller, for pre-approval by the
Board  or  audit  committee, before management engages the auditors for any such
purposes.  The  new  policy  and  procedures  may  authorize  the Board or audit
committee  to  delegate,  to  one  or  more  of  its  members,  the authority to
pre-approve  certain permitted services, provided that the estimated fee for any
such  service does not exceed a specified dollar amount (to be determined).  All
pre-approvals  shall  be contingent on a finding, by the Board, audit committee,
or  delegate, as the case may be, that the provision of the proposed services is
compatible  with the maintenance of the auditor's independence in the conduct of
its  auditing  functions.  In  no  event  shall any non-audit related service be
approved that would result in the independent auditor no longer being considered
independent  under  the  applicable  rules and regulations of the Securities and
Exchange  Commission.



                           --Signature Page Follows--


                                   SIGNATURES
                                   ----------

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.


                                         HAIRMAX  INTERNATIONAL,  INC.
                                         -----------------------------
                                        (Registrant)


                                         /s/  Michael  J.  Bongiovanni
                                         -----------------------------
Date:  August  30,  2004                 Michael  J.  Bongiovanni
                                         Chief  Financial  Officer


/s/  Edward  A.  Roth
---------------------
Edward  A.  Roth
President  &  CEO


/s/  Alisha  Roth
-----------------
Alisha  Roth
Secretary,  Treasurer,
Director


/s/  Barbara  Patagalia
-----------------------
Barbara  Patagalia
Director