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

                                  FORM 10-KSB/A
                                AMENDMENT NO. 1



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 for the fiscal year ended December 31, 2001

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

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

                              NATIONAL BEAUTY CORP.
                              ---------------------
        (Exact name of small business issuer as specified in its charter)

                            BEAUTYMERCHANT.COM, INC.
                            ------------------------
                          (Former name of registrant)

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



            4818 West Commercial Blvd, Ft. Lauderdale, Florida 33319
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (954) 717-8680
                                 --------------
                          (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 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/A. [x]

State issuer's revenues for its most recent fiscal year: $437,225.

As of September 30, 2003 there were 1,279,964 common shares outstanding and the
aggregate market value of the common shares (based upon the average of the bid
price of $.90 and the asked price of $1.01 reported by brokers) held by
non-affiliates was approximately $1,151,977.

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

Number of shares of common stock outstanding as of September 30, 2003: 1,279,964
Number of shares of preferred stock outstanding as of September 30, 2003:
2,150,000


                                     PART I
                                     ------

ITEM  1.     DESCRIPTION OF BUSINESS

CORPORATE ORGANIZATIONCORPORATE ORGANIZATION

As used herein the term "Company" refers to National Beauty Corp., (a Nevada
Corporation), formerly known as BeautyMerchant.com, Inc. since 1999 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, the Company 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.

Since 1998, the Company has concentrated its operations primarily on the home
cleaning services industry. In January 2000, the Company 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 the Company's wholly owned subsidiary
Beautymerchant.com, Inc., a Florida corporation. In 2001, the Company has 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.  The Company's operations primarily involve home cleaning
services. Through its emphasis on budget pricing, the Company has developed a
market in the home cleaning industry. The Company currently operates two offices
and dispatches 40-50 workers in teams of two workers on a daily basis. The
present geographic area in which the Company operates 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, the Company utilizes 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 the Company. There can be no
assurance that the Company will be able to respond to various competitive
factors affecting the business. The Company plans to gain a competitive
advantage over its competitors in the home cleaning industry by offering quality
service at a low price. The Company has been successful in achieving this goal
since 1996 and plans to further expand in South Florida by continuing its
current marketing strategy.

The primary market for Cleaning Express USA is individual households. No single
customer makes up more than ten percent of the total revenues of Cleaning
Express USA. The Company does not expect that this will change in the future.

The Company has three full time employees and contracts with 40-50 workers that
are each independently contracted with the Company to service and provide home
cleaning services to existing and new customers.

BEAUTYMERCHANT.COM, INC.  During January 2000, the Company, through its wholly
owned subsidiary Beautymerchant.com, Inc., a Florida corporation, developed a
retail cosmetic and beauty product e-commerce Internet site. Beautymerchant.com
was developed under the guidance of the CEO, Mr. Ed Roth. Beautymerchant.com
sold and distributed popular cosmetic, fragrances and beauty products.

In 2001, the company has ceased any further investment into Beautymerchant.com
Inc, a prior startup e-commerce site, since it encountered numerous distribution
and inventory problems. After a developmental period, it was deemed not prudent
to make any further investment.

BEAUTYWORKS U.S.A., INC.  During December 2001, the Company, through its wholly
owned subsidiary Beautyworks USA of Florida Inc., Florida corporation,
co-developed a retail health and beauty product e-commerce Internet site.
Beautyworks USA.com was developed under the guidance of the CEO, Mr. Ed Roth,
who served as a management consultant for beauty salons from 1978-1988. During
this time, he became familiar with retail cosmetics, hair, and skin products
through attending various trade shows and studying consumer trends concerning
their retailing. The site is designed to create a marketing and distribution
area for cosmetic, hair, nails and skins care and general beauty lines on.
Beautyworks USA.com sells and distributes popular health and beauty products, to
the public via the Internet.

DEVELOPMENT OF BEAUTYWORKS U.S.A., INC.  During the second quarter of 2001, the
Company announced that it had expanded its business development into a prototype
store offering beauty product retailing and beauty services hair styling,
coloring and chemical services affordable pricing. The prototype store in Boca
Raton, Florida has meet and exceeds initial expectations, as evidenced by
revenue increases. The company is expecting to continue to build and or acquire
retail 'brick and mortar' salons. Management is presently discussing potential
acquisitions, as well as new locations, in the event, existing beauty salon
stores not available, or fail to meet the rigid due diligence, that is required
in an acquisition. Development strategy is expected to be implemented in Nevada
and Florida.

Beautyworks will be designed to tap into the $7 billion beauty industry through
its offering of personal care salons. It is estimated that over 90% of all
personal care salons are closely held, or 'mom and pop' owned and operated.
Currently, Regis Corp. (NASDAQ:RGIS) has over 6,000 salon stores and is the only
well-known publicly traded company using this approach. Beautyworks will aim to
be both a retailer and provider of such needed consumer services and provides a
one-stop resource for professional services on hair nails and skin care. The
Company also plans to offer such services as body and spa treatments, facials,
massages, waxing, and tans.

The Company has retained the services of Neal Realty and Development of Fort
Lauderdale, Florida to search for shopping center locations. The Company
believes the beauty services business industry, is well established.

Initial plans are for a prototype store in Broward County, Florida, as soon as
appropriate locations are selected. Las Vegas, Nevada is also being considered
for a second development market for Beautyworks U.S.A., Inc.

The beauty 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 the Company.
There can be no assurance that the Company will be able to respond to various
competitive factors affecting the business.

Business Strategy

The Company's objective is to become a leading provider of beauty services and
brand itself as a leading provider in the beauty industry. The company is
building a small chain of retail product and services operations, and plans a
store expansion by buying or acquiring "mom and pop" salons, offering owner
operators an exit strategy. In addition, by building or acquiring beauty service
operations, the company plans on an aggressive marketing program, as the
geographic operational areas expand. The beauty services industry is vast and
growing. Many salon services such as haircuts and hair color are considered
"recession proof" in the opinion of management.

The Company believes 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 Beautyworks USA may purchase gift
certificates, browse and search for favorite beauty and cosmetic products and
participate in special promotions. The Company expects to promote brand loyalty
and repeat purchases by providing a positive experience that encourages
customers to return frequently.

Products and Geographic Expansion

The Company began retail brick and mortar operations in second quarter 2002, and
has 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 2000.

Customer Service

The Company believes its ability to establish long-term relationships with its
customers will encourage repeat sales. The Company provides 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
service.

Additional Risk Factor

Beautyworks USA of Florida INC., a Florida corporation, has a limited operating
history. Having just started its services operation in the year 2001, the
Company has a short operating history upon which to evaluate its business and
prospects. As a new company, Beautyworks USA faces intense competitors, and must
manage growth effectively. The Company may not succeed in addressing all
challenges and risks, including unpredictability of future revenues. To be
successful, Beautyworks USA plans to implement the following:

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

The principal suppliers to Beautyworks USA are wholesale distributors, who do
not sell retail.

Beautyworks USA is expecting to add 30 new employees for the first 12 months of
retail service operations. In addition 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 Beauty Works USA 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.

The ability to become profitable depends on the ability to generate higher
revenues and maintain low expense levels. The Company's limited operating
history makes it difficult to forecast its revenues. 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

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

ITEM  2.     PROPERTIES

The Company leases its executive offices with 1,650 square feet for
administration at 4818 West Commercial Blvd, Lauderhill, Florida 33319 for
$1,987 per month. The Company also leases its beauty salon facility of 1,200
square feet at the Del Mar Shopping Village, located at Powerline Road at
Palmetto Park Road, Boca Raton, Florida, for $3,100 per month. Management
considers these facilities to be adequate for its requirements for the immediate
future. These noncancelable leases expire at varying dates through September 30,
2005.

ITEM  3.     LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings, nor, to the best of its
knowledge is such proceedings threatened or contemplated.

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

No matter was submitted to a vote during the fourth quarter.





                                    PART II
                                    -------

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

(a)  The principal market in which the Company's common stock is traded is the
     Over-the-Counter Bulletin Board. The table below presents the high and low
     bid price for the Company's 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. The Company obtained
     the following information from brokers who make a market in the Company's
     securities.


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

03/31/00           $ .94       $1.56
06/30/00             .38        1.25
09/30/00             .21         .43
12/31/00             .07         .36
03/31/01             .08         .44
06/30/01             .05         .16
09/30/01             .04        8.00
12/31/01             .36        1.36

(b)  Holders. The approximate number of holders of record of the Registrant's
     Common Stock as of September 30, 2003 was 65.

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


ITEM  6.     MANAGEMENT'S DISCUSSION AND ANALYSIS

Introduction

National Beauty Corp., formerly known as Beautymerchant.com, Inc., was
incorporated in Nevada in 1987. The company has primarily operated through its
wholly owned subsidiaries, Cleaning Express USA, Beauty Works USA, Inc. and
Beauty Merchant, Inc. Cleaning Express USA is a full service cleaning company
offering daily residential cleaning services, carpet cleaning and other related
services in the South Florida area. During April 2000, the company began
operations as an E-commerce distributor of beauty products under its Beauty
Merchant, Inc. subsidiary and ceased these operations in 2001. National Beauty
currently offers beauty services and products though its retail beauty salon in
the South Florida area through its Beauty Works USA, Inc. subsidiary.

Selected financial data
                                   Year Ended December 31
                                 --------------------------
                                    2000            2001
                                 ----------      ----------
Net Sales                        $  376,450      $  437,225

Net Loss                           (794,306)       (257,044)
Net Loss per
Common Share                         (12.34)           (.57)
Weighted Average
Common Shares Outstanding            64,379         448,016

As of  December 31,
-------------------
                                    2000            2001
                                 ----------      ----------
Total Assets                     $  137,330      $  136,743
Working Capital                     133,228          89,140
Shareholders' Equity                142,536         120,536

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

Results of Operations
---------------------
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Sales

Sales for the year ended December 31, 2001 increased to $437,225 from $376,450
for the year ended December 31, 2000, an increase of 16%. The increase in
revenues was primarily attributable to an increase in the revenues from
Beautyworks U.S.A., Inc., the Boca Raton beauty salon subsidiary, somewhat
offset by revenues earned by the Cleaning Express USA subsidiary.

Net sales from the home cleaning segment have accounted for approximately 64% of
total net sales in 2001 and 90% of the net sales in 2000. The Company plans to
accelerate growth of beauty salon sales in 2002 by increasing expenditures on
marketing and growing public awareness of services.

Income / Losses

Net losses for the year ended December 31, 2001 decreased to $257,044 from
$794,306 for the year ended December 31, 2000, a decrease of 68%. The
substantial decrease in losses was attributable primarily to a decrease in
non-cash expenses relating to payroll expenses and consulting services, which
were $387,346 and $96,097 for 2000, respectively, compared to $42,519 in payroll
expenses for 2001.

The Company expects to continue to incur losses at least through fiscal 2002 and
may not be able to achieve or maintain profitability or sustain its revenue
growth in the future.

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.

Expenses

Selling, general and administrative expenses for the year ended December 31,
2001, decreased to $344,662 from $906,322 for the year ended December 31, 2000,
a decrease of 62%. The decrease in selling, general and administrative expenses
was the result of significant decreases in payroll expenses and consulting fees
that were $387,346 and $96,097, respectively.

Depreciation and amortization expenses for the years ended December 31, 2001 and
December 31, 2000 were $3,017 and $3,800, respectively. The decrease was due to
differences in accelerated depreciation percentages between the year 2001 and
the year 2000.

The company has attempted to reduce rent expenses by closing one of the two
cleaning offices in 2001 and consolidating operations in the other Fort
Lauderdale office. This reduces overhead expenses by a projected 10% for the
coming year. In addition, the company has taken steps to change daily operations
of Cleaning Express USA, projecting a savings of 5-10% over the new year.
Specifically, the Company is anticipating a lower labor cost associated with its
cleaning services and nominal web site maintenance leading into 2002.

The Company expects increases in overall expenses through 2002 as the Company
moves toward increasing development and marketing of its Beauty Works, USA
subsidiary and related acquisitions of beauty salons.

Cost of Sales

The cost of sales for the year ended December 31, 2001 was $282,123 compared to
$263,394 for the year ended December 31, 2000. The increase in the cost of sales
was primarily attributable to an increase in cleaning and beauty salon sales.
Cost of sales as a percentage of sales for December 31, 2001 and 2000 was 65%
and 69%, respectively.

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.

Impact of Inflation

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

Trends, Events, and Uncertainties

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

Years ended December 31, 2001 and December 31, 2000

Cash flows used in operations were a negative $23,482 for the year ended
December 31, 2001, and a negative $291,498 for the year ended December 31, 2000.
Negative cash flows from operating activities for the years ended December 31,
2001 and 2000 are primarily attributable to losses from operations, partially
offset by the common stock issued for services in both years and an unrealized
loss on trading securities in 2001.

Cash flows from investing activities were a negative $4,395 for the year ended
December 31, 2001 and a negative $1,565 for the same period in 2000. The
negative cash flows were primarily attributable to new equipment purchases
during 2001 and 2000.

Cash flows used in financing activities were $17,313 for the year ended December
31, 2001 and cash flows generated from financing activities were $237,826 for
the year ended December 31, 2000. The negative cash flows in 2001 pertained to
repayments on a note payable and capitalized lease obligation. The positive cash
flows in 2000 were primarily due to the private placement of common stock sold
during 2000 less the effects of repayments on a capitalized lease obligation.

The Company has funded its cash needs from inception through December 31, 2001
with a series of debt and equity transactions, including private placements.

During the year ended December 31, 2000, the Company collected aggregate
proceeds from unrelated investors of $240,326 under a limited Regulation D
private placement.

Web site development costs paid to the web designer for development, marketing
and advertisements for Beautymerchant.com were approximately $27,000 during the
year 2000. In 2001, because of numerous distribution and inventory problems,
after a developmental period, the Company ceased any further investment into
Beautymerchant.com Inc.

Because the Company has suffered recurring losses and has yet to generate an
internal cash flow, the report of National Beauty's independent certified public
accountants notes an uncertainty about its ability to continue as a going
concern. The Company will substantially rely on the revenues from the home
cleaning business and from the revenues of the beauty salon in Boca Raton,
Florida. The Company projects that current and projected revenues and capital
reserves will sustain it for 12 months. 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, the Company will not be able to
sustain its capital needs for more than twelve months. The Company 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 2003 will significantly affect the cash position of the
Company and move the Company toward a position where the raising of 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. The Company is considering launching a wide scale marketing and
advertising campaign. The current Company's capital and revenues are not
sufficient to fund such a campaign. If the Company chooses to launch such a
campaign it well require substantially more capital. If necessary, the Company
plans 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, the Company may not be able to obtain additional equity
or debt financing in the future, if at all. If the Company is unable to raise
additional capital, the growth potential will be adversely affected.
Additionally, the Company will have to significantly modify its plans.

Financing activities for the years ended December 31, 2001 and 2000 consisted of
principal repayments under the company's capitalized lease obligation its office
equipment. Principal repayments under the capitalized lease obligation for the
years ended December 31, 2001 and 2000 were $2,313 and $2,500, respectively.
Principal repayments of the note payable balance were made in the amount of
$15,000 in 2001.

ITEM  7.     FINANCIAL STATEMENTS


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

To the Board of Directors and Stockholders:
NATIONAL BEAUTY CORP. (FKA Beautymerchant, Inc.)
4818 West Commercial Boulevard
Fort Lauderdale, Florida  33319

We have audited the accompanying consolidated balance sheet of National Beauty
Corp. (FKA Beautymerchant, Inc., a Nevada corporation) and it's wholly owned
subsidiaries as of December 31, 2001 and the related consolidated statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 2001 and 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our 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
National Beauty Corp. (a Nevada corporation) and its wholly-owned subsidiaries
as of December 31, 2001, and the consolidated results of its operations and its
cash flows for the years ended December 31, 2001 and 2000 in conformity with
accounting principles generally accepted in the United States of America.



Perrella & Associates, P.A.
Pompano Beach, FL
March 15, 2002


<TABLE>
<CAPTION>


                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2001
==============================================================================
<S>                                                                 <C>



               ASSETS
               ------

CURRENT ASSETS
--------------
   Cash                                                             $   11,001
   Accounts receivable                                                     903
   Marketable securities                                                 1,743
   Inventory                                                             1,700
   Prepaid expenses                                                     90,000
                                                                    ----------
      TOTAL CURRENT ASSETS                                             105,347

PROPERTY AND EQUIPMENT
----------------------
   Furniture                                                            21,616
   Leasehold improvements                                                3,500
   Equipment                                                            34,985
   Accumulated depreciation                                            (35,361)
                                                                    ----------
      NET PROPERTY AND EQUIPMENT                                        24,740


OTHER ASSETS
------------
   Deposits                                                              6,656
                                                                    ----------
      TOTAL OTHER ASSETS                                                 6,656
                                                                    ----------

         TOTAL ASSETS                                               $  136,743
                                                                    ==========


</TABLE>




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

<TABLE>
<CAPTION>


                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (CONTINUED)
                                December 31, 2001
==============================================================================
<S>                                                                 <C>


               LIABILITIES AND STOCKHOLDERS' EQUITY
               ------------------------------------

CURRENT LIABILITIES
-------------------
   Accounts payable and accrued expenses                            $    2,230
   Outstanding checks in excess of bank balance                         11,664
   Current portion of capitalized lease obligation                       2,313
                                                                    ----------
      TOTAL CURRENT LIABILITIES                                         16,207
                                                                    ----------

COMMITMENTS - NOTE C
--------------------

STOCKHOLDERS' EQUITY
--------------------
   Convertible preferred stock ($.001 par value;
    50,000,000 shares authorized, 950,000
    shares issued and outstanding)                                         950
   Common stock ($.001 par value; 100,000,000
    shares authorized, 1,466,362 shares issued
    and outstanding)                                                     1,466
   Additional paid-in-capital                                        1,402,450
   Retained deficit                                                 (1,284,330)
                                                                    ----------

      TOTAL STOCKHOLDERS' EQUITY                                       120,536
                                                                    ----------
                                                                    $  136,743
                                                                    ==========


</TABLE>




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

<TABLE>
<CAPTION>



                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2001 and 2000
==============================================================================
<S>                                              <C>                <C>


                                                    2001               2000
                                                 ----------         ----------
REVENUES:
---------

   Sales                                         $  431,810         $  340,413
   Cost of Sales                                   (275,974)          (221,268)
                                                 ----------         ----------
      Gross profit                                  155,836            119,145

EXPENSES:
---------

   Selling, general and administrative              336,240            816,126
                                                 ----------         ----------

      Total expenses                                336,240            816,126
                                                 ----------         ----------

         Loss  from  operations                    (180,404)          (696,981)
                                                 ----------         ----------

OTHER EXPENSES:
---------------

   Unrealized Loss on Trading Securities            (66,257)               -0-
   Interest Expense                                  (1,227)            (1,040)
                                                 ----------         ----------
         Total Other Expenses                       (67,484)            (1,040)
                                                 ----------         ----------

         Loss from continuing operations           (247,888)          (698,021)

         Net loss from discontinued operations       (9,156)           (96,285)
                                                 ----------         ----------

         NET LOSS                                $ (257,044)        $ (794,306)
                                                 ==========         ==========


Basic and fully diluted net loss per common share:
         Continuing operations                   $     (.55)        $   (10.84)
         Discontinued operations                       (.02)             (1.50)
                                                 ----------         ----------
   Basic and fully diluted net loss per
    common share                                 $     (.57)        $   (12.34)
                                                 ==========         ==========

Weighted average common shares                      448,016             64,379
                                                 ==========         ==========

</TABLE>




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

<TABLE>
<CAPTION>


                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2001 and 2000
==============================================================================
<S>                                                 <C>             <C>


                                                       2001            2000
                                                    ----------      ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
   Net loss                                         $ (257,044)     $ (794,306)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
      Depreciation                                       3,017           3,800
      Common stock issued in exchange for services     235,044         103,908
      Unrealized loss on trading securities             66,257             -0-
     (Increase) decrease in operating assets:
      Accounts receivable                                  781           3,700
      Shareholder loan receivable                        7,892             -0-
      Inventory                                          1,863             979
      Prepaid expenses                                 (90,000)        393,121
      Deposits                                          (2,956)            -0-
     (Decrease) in operating liabilities:
      Outstanding checks in excess of bank balance      11,664             -0-
      Accounts payable & accrued expenses                  -0-          (4,700)
                                                    ----------      ----------

         NET CASH USED IN
         OPERATING ACTIVITIES                          (23,482)       (293,498)
                                                    ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
   Purchases of property and equipment                  (4,395)         (1,565)
                                                    ----------      ----------

         NET CASH USED IN
         INVESTING ACTIVITIES                           (4,395)         (1,565)
                                                    ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
   Proceeds from common stock issuances/subscriptions      -0-         242,326
   Repayment of note payable                           (15,000)            -0-
   Principal repayments under capital lease             (2,313)         (2,500)
                                                    ----------      ----------

         NET CASH PROVIDED BY (USED
         IN) FINANCING ACTIVITIES                   $  (17,313)     $  239,826
                                                    ----------      ----------

</TABLE>





  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<TABLE>
<CAPTION>


                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF CASH FLOWS (CONT.)
                 For the Years Ended December 31, 2001 and 2000
==============================================================================
<S>                                                 <C>             <C>


                                                       2001            2000
                                                    ----------      ----------

         NET (DECREASE) IN CASH
         AND CASH EQUIVALENTS                       $  (45,190)     $  (55,237)

Cash and cash equivalents, beginning of year            56,191         111,428
                                                    ----------      ----------

         CASH AND CASH EQUIVALENTS,
            END OF YEAR                             $   11,001      $   56,191
                                                    ==========      ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
-----------------------------------

Supplemental disclosures of cash flow information for the year ended December
31, 2001 and 2000 is summarized as follows:

Cash paid during the year for:
                                                       2001            2000
                                                    ----------      ----------

      Income Taxes                                  $      -0-      $      -0-
                                                    ==========      ==========
      Interest                                      $    1,227      $    1,040
                                                    ==========      ==========

NON-CASH FINANCING ACTIVITES:
-----------------------------
Assumption of note payable with acquisition         $   15,000      $      -0-
                                                    ==========      ==========

Common stock issued to officers for services,
 charged to prepaid expenses                        $   28,500      $      -0-
                                                    ==========      ==========

Common stock issued to others for
 services, charged to prepaid expenses              $   61,500      $      -0-
                                                    ==========      ==========

Common stock issued to officers for other services  $   25,044      $  103,908
                                                    ==========      ==========

Common stock issued to others for other services    $  120,000      $  103,908
                                                    ==========      ==========

Common stock issued in exchange for
 marketable securities                              $      -0-      $   68,000
                                                    ==========      ==========

     Retirement of common stock                     $      -0-      $  359,667
                                                    ==========      ==========

</TABLE>



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

<PAGE>
<TABLE>
<CAPTION>


                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 2001 and 2000
==============================================================================

                          Convertible   Common     Subscript  Additional
          Common Stock  Preferred Stock Stock      -ions      Paid-in Retained
         Shares  Amount Shares   Amount Subscribed Receivable Capital Deficit
         ---------------------------------------------------------------------
<S>      <C>     <C>    <C>      <C>    <C>        <C>        <C>     <C>

Balances,
January 1,
2000*    58,843    $59  1,000,000 $1,000  $17  $(671,637) $1,425,709 $(232,980)

Common
Stock
issued for
services    741    -0-        -0-    -0-                     103,908       -0-

Proceeds
from common
stock
subscript-
ions      5,508     6         -0-    -0-  (6)    242,326         -0-       -0-

Common
Stock
Exchanged
For       1,545     2         -0-    -0-  (2)     68,000         -0-       -0-
marketable
securities

Retirement
of shares
during the
year     (8,212)   (9)        -0-    -0-  (9)    361,311    (361,303)      -0-

Net loss
for the
year        -0-    -0-        -0-    -0-  -0-        -0-         -0-  (794,306)
         ---------------------------------------------------------------------

Balances,
December 31,
2000     58,425    $58  1,000,000 $1,000  -0-        -0-  $1,168,314$(1,027,286)

Common
Stock   907,937    908        -0-    -0-  -0-        -0-     234,136       -0-
issued for
services

Conversion
of preferred
shares into
common shares
by      500,000    500    (50,000)   (50) -0-        -0-         -0-       -0-
officers

Net loss for
the year    -0-    -0-        -0-    -0-  -0-        -0-         -0-  (257,044)
         ---------------------------------------------------------------------

Balances,
December 31,
2001  1,466,362 $1,466    950,000   $950  -0-        -0-  $1,402,450$(1,284,330)
         =====================================================================

*Includes retroactive adjustments
due to stock split.


</TABLE>




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

<PAGE>
                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
================================================================================

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

Business Activity - National Beauty Corp. (formerly known as Beautymerchant.com,
-----------------
Inc.) (a Nevada corporation) legally changed its corporate name in 2001 and was
also formerly known as ATR Industries, Inc., a Nevada corporation, which was
incorporated in 1987.

These financial statements include its wholly owned subsidiaries, Cleaning
Express USA, Beauty Works USA, Inc. and Beauty Merchant, Inc. The company is 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. During April 2000, the Company began operations as
an E-commerce distributor of beauty products under its Beauty Merchant, Inc.
subsidiary and ceased these operations in 2001. The Company currently offers
beauty services and products though its retail beauty salon in the South Florida
area under its Beauty Works USA, Inc. subsidiary.

During the year ended December 31, 2001, the Company enacted a 200 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.

Accounts Receivable - Accounts receivable are charged to bad debt expense as
-------------------
they are deemed uncollectible based upon a periodic review of the accounts. The
Company performs ongoing credit reviews of its customer accounts.

Property and Equipment - Property and Equipment are recorded at cost.
----------------------
Maintenance and repair costs are expensed as incurred. Depreciation is provided
using the straight-line method and other methods that approximate the
straight-line method. It is calculated over recovery periods as prescribed by
management that range from 5 years for equipment to 7 years for furniture.
Leasehold improvements are amortized over the terms of the office operating
leases.

When an asset is disposed of, its cost and related accumulated depreciation are
removed from the accounts. The difference between undepreciated cost and
proceeds from disposition is recorded as gain or loss.

The Company makes ongoing evaluations of the values of its assets to determine
whether an impairment write-down should be recognized in accordance with SFAS
No. 144. To date, no such impairment write-down has been deemed necessary.




                       NATIONAL BEAUTY CORP. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
================================================================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
-----------------------------------------------------------

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.

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.

Revenue Recognition - Revenue for the residential cleaning operations is
--------------------
recognized when cleaning services are performed.

Revenues for beauty services are recognized when the services are rendered.
Revenues for beauty products are recognized when the products are shipped
provided collection of the resulting receivable is probable and the earnings
process is complete. If any material contingencies are present, revenue
recognition is delayed until all material contingencies are eliminated. Material
contingencies are circumstances in which there are any potential uncertainties
as to the completion of the revenue process being complete. Further, no revenue
is recognized unless collection of the applicable consideration is probable.
Probable collection is determined at the time collection occurs or is more than
reasonably possible it will be collected.

Income Taxes - Income taxes are provided for the tax effects of transactions
------------
reported in the financial statements and consist of deferred taxes related
primarily to differences between the basis of certain assets and liabilities for
financial and tax reporting. Deferred taxes represent the future tax return
consequences of those differences, which will either be taxable or deductible
when the assets and liabilities are recovered or settled.

The income tax benefit consists of taxes currently refundable due to net
operating loss carryback provisions for federal and state governments. 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 the entire 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.



                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
================================================================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
-----------------------------------------------------------

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.

Advertising - The Company charges the costs of advertising to expense when
-----------
incurred.

Earnings Per Share - The Company reports earnings 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. Accordingly, this
presentation has been adopted for the period presented. There were no
adjustments required to net loss for the period presented in the computation of
diluted earnings per share.

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards
---------------------------
Board Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of comprehensive income (loss) and its components in the financial statements.
There was no material items of comprehensive income (loss) applicable to the
Company during the period covered in the financial statements.

NOTE B - ACQUISITION
--------------------

During 2001, the Company acquired the fixed assets of a beauty salon in South
Florida. The Company financed the acquisition with a short-term note with the
unrelated seller in the amount of $15,000 at 8% interest per annum. This note
was paid in full with interest thereto during 2001. The Company also assumed the
lease from the seller. See footnote G above for the minimum lease commitments.
Since the acquisition does not meet the conditions of a significant acquisition,
pro forma information has not been provided.



                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
================================================================================

NOTE C - DISCONTINUED OPERATIONS
--------------------------------

In November 2001, the Board of Directors approved a plan for the disposal of it
e-commence segment. The results of beautymerchant.com have been reported as
discontinued operations for all periods presented.

NOTE D - STOCKHOLDERS' EQUITY
-----------------------------

During the year ended December 31, 2000, the Company issued 741 shares of its
common stock for services to employees and consultants. The stock issued was
valued at the market price at the time of issuance, yielding an aggregate value
of $103,907. The total amount was expensed during the year ended December 31,
2000 and is included in the accompanying financial statements in selling,
general and administrative expenses.

During the year ended December 31, 2000, the Company retired 8,212 of the common
shares that had been subscribed at $44 per share ($.22 pre-split).

Also during the year ended December 31, 2000, the Company received $242,326 in
proceeds from common stock subscribed during the year ended December 31, 1999.
The Company also received $68,000 in marketable securities in exchange for
common stock subscribed during the year ended December 31,2000.

The Company has 950,000 shares of preferred stock outstanding at December 31,
2001, which is convertible at the option of the shareholder into 9,500,000
shares of common stock.

During 2001, the Company's officers converted 50,000 preferred shares in to
500,000 common shares.

During the year ended December, 31 2001, the Company issued 607,937 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 market value of
$145,044, which was expensed during the year.

On December 27, 2001, the Company issued 95,000 and 205,000 common shares to its
officers and outside consultants, respectively. These common shares were paid in
advance for services to be received by the Company in 2002 and are reflected as
Prepaid Expenses in the accompanying balance sheet. The shares were priced at
the date of issuance yielding an aggregate market value of $90,000. In addition,
34,000 options were granted to an outside consultant as part of compensation.
The options are exercisable at $.48 per share prior to December 31, 2005. The
options did not yield a material expense using the Black-Scholes Option Pricing
Model.

                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
================================================================================

NOTE E - INCOME TAXES
---------------------

The Company has approximately $726,000 of federal and state net operating losses
available that expire in various years through the year 2015.

Due to operating losses, there is no provision for current federal or state
income taxes for the years ended December 31, 2001 and 2000.

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, 2001 consists of net operating
loss carryforwards calculated using federal and state effective tax rates
equating to approximately $276,000 less a valuation allowance in the amount of
approximately $276,000, 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 $8,000 and $141,000 for the
years ended December 31, 2001 and 2000, respectively.

The Company's total deferred tax asset as of December 31, 2001 is as follows:

     Net operating loss carryforwards          $   276,000
     Valuation allowance                          (276,000)
                                               -----------

     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, 2001 and 2000 is as
follows:
                                                             2001          2000
                                                             ----          ----
     Income tax computed at the federal statutory rate        34%           34%
     State income taxes, net of federal tax benefit            4%            4%
                                                             ----          ----
     Valuation allowance                                     (38%)         (38%)
                                                             ----          ----
     Total deferred tax asset                                  0%            0%
                                                             ====          ====






                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
================================================================================

NOTE F - OBLIGATION UNDER CAPITAL LEASE
---------------------------------------

The Company is leasing equipment under a noncancelable capital lease that
expires in December, 2002. The obligation under the capital lease has been
recorded in the accompanying Balance Sheet at the net present value of the
future minimum lease payments, discounted at an interest rate of 20%. The book
value of the equipment was approximately $1,500 at December 31, 2001.

Minimum future obligations under this capital lease at December 31, 2001 are as
follows:

Year                                          Amount
----                                         --------
2002                                         $  3,540
                                             --------
          Total minimum obligation              3,540

     Less amount representing interest          1,227
                                             --------

          Present value of net
          minimum obligation                    2,313

          Less current portion                  2,313
                                             --------
                                             $    -0-
                                             ========


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

The Company leases its offices in Fort Lauderdale, Florida and a beauty salon in
Boca Raton, Florida under non-cancelable operating leases that expire from
varying dates through September 30, 2005. Future minimum rental payments as of
December 31, 2001 in the aggregate and for each of the four succeeding years are
as follows:

Year                                          Amount
----                                         --------

2002                                         $ 61,050
2003                                           37,200
2004                                           37,200
2005                                           27,900
                                             --------
                                             $163,350
                                             ========



Rent expense for 2001 and 2000 was $47,467 and $32,526, respectively.

                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
================================================================================

NOTE G - COMMITMENTS (CONT')
----------------------------

In 1999, the Company committed itself to compensate each of its Board of
Directors in the amount of 1,000 shares of its common stock annually and 10,000
common stock purchase options over a thirty six-month period. As of the date of
this report, no option agreement has been officially adopted, there is no fair
market value for the options and none of the equity instruments have been issued
with the exception of 1,000 restricted common shares issued to each of its
directors in 2001.

NOTE H - 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 due to certain corporate
level adjustments related to vendor reserves for potential under-delivery of
minimum guaranteed orders. The assets of the discontinued subsidiary are
reflected as corporate assets. Summarized revenues and expense information by
segment for 2001, as excerpted from the internal management reports, is as
follows:

                                     2001                2000
                                  ----------          ----------
Residential Cleaning:
---------------------
Residential cleaning sales        $  281,124          $  340,413
Cost of sales                       (182,731)           (221,268)
Corporate and other expenses        (220,436)           (819,626)
                                  ----------          ----------
   Segment loss                     (122,043)           (700,481)

Total assets                           9,550               9,550

Capital expenditures                     -0-                 -0-

Depreciation                             -0-                 200

Interest expense                         240                 208



                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
================================================================================

NOTE H - SEGMENT INFORMATION (CONT')
------------------------------------

                                     2001                2000
                                  ----------          ----------
Retail beauty salon:
--------------------
Retail beauty salon sales         $  150,686                 N/A
Cost of sales                        (93,243)                -0-
Corporate and other expenses        (117,031)                -0-
                                  ----------          ----------
   Segment loss                      (59,588)                -0-

Total assets                          13,500                 -0-

Capital expenditures                   1,538                 -0-

Depreciation                           1,056                 -0-

Interest expense                         429                 -0-

Corporate:
----------
Corporate  revenues               $      N/A          $      N/A
Cost of sales                            -0-                 -0-
Unallocated and other expenses       (66,257)                -0-
                                  ----------          ----------
   Segment loss                      (66,257)                -0-

Total assets                         113,693             139,843

Capital expenditures                   2,857               1,565

Depreciation                           1,961               3,600

Interest expense                         558                 832


NOTE I - SUBSEQUENT EVENTS
--------------------------

Subsequent to December 31, 2001, one of the Company's officers converted 200,000
shares of the Company's preferred stock in to 2,000,000 shares of common stock.





                      NATIONAL BEAUTY CORP. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
================================================================================


NOTE J - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------

In July 2001, the Financial Accounting Standards 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 August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 generally establishes a standard
framework which to measure impairment of long-lived assets and expands the
Accounting Principles Board ("APB") 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions" to include a
component of the entity (rather than a segment of the business). SFAF No. 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001. The Company does not expect SFAS No. 144 to have a material
effect on its financial condition and cash flows.


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

     None.

ITEM  9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)  Identification of Directors

The following information, as of September 30, 2003 is furnished with respect to
each Director and Executive Officer:


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

Edward A. Roth            44       1997       Chairman, President & CEO
Alisha Roth               36       1997       Secretary, Treasurer, Director
Barbara Patigalia         51       1997       Director
Michael J. Bongiovanni    39       2000       Chief Financial Officer


All Directors serve for one-year terms, which expire at the annual shareholders
meeting in 2002.

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, no criminal proceedings and
no 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.

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.

Summary Compensation Table

<TABLE>
<CAPTION>


Name         Fiscal   Annual  Bonuses  Other    Restricted  LTIP     Restricted
And          Year     Salary           Compen   Stock       Options  Stock
Position                               -sation  Awards               Bonuses
--------     ------   ------  -------  -------  ----------  -------  ----------
                        (1)     (2)    (3) (6)     (4)                   (5)
--------     ------   ------  -------  -------  ----------  -------  ----------
<S>          <C>      <C>     <C>      <C>      <C>         <C>      <C>


Edward A.     2001    $ 65,000    -0-      -0-         -0-      -0-         -0-
Roth,         2000    $233,121    -0-      -0-         -0-      -0-         -0-
CEO and       1999    $ 43,215    -0-      -0-         -0-      -0-         -0-
President
--------     ------   ------  -------  -------  ----------  -------  ----------
Michael J.    2001    $ 15,000    -0-      -0-         -0-      -0-         -0-
Bongiovanni,  2000    $ 46,800    -0-      -0-         -0-      -0-         -0-
CFO           1999    $    -0-    -0-      -0-         -0-      -0-         -0-
--------     ------   ------  -------  -------  ----------  -------  ----------
Alisha Roth,  2001    $    -0-    -0-      -0-         -0-      -0-         -0-
Secretary,    2000    $ 60,000    -0-      -0-         -0-      -0-         -0-
Treasurer     1999    $    -0-    -0-      -0-         -0-      -0-         -0-
--------     ------   ------  -------  -------  ----------  -------  ----------

</TABLE>


(1)  The dollar value of base salary (cash and non-cash) received. Information
     on the stock-based compensation can be found in the accompanying audited
     financial statements.

(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)  During the periods covered by the Summary Compensation Table, the Company
     did not make any award of restricted stock.

(5)  The Company currently has no Restricted Stock Bonus Plans.

(6)  No other compensation

Compensation of Directors

The Company pays its 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.

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

None

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 September 30, 2003, are listed
below:

<TABLE>
<CAPTION>

Title                Name and Address      # Shares     Nature of    Current %
of Class                                                Ownership    Owned (w)
----------------     ------------------    ---------    ---------    ---------
<S>                  <C>                   <C>          <C>          <C>
Common Stock,        Edward A. Roth          200,000       (x)          16%
$.001 Par            4818 W. Commercial
Value                Blvd. Lauderhill,
                     FL 33319
----------------     ------------------    ---------    ---------    ---------
Preferred Stock,     Edward A. Roth
$.001 Par Value      4818 W. Commercial
(z)                  Blvd. Lauderhill,     2,150,000       (y)         100%
                     FL 33319
----------------     ------------------    ---------    ---------    ---------
</TABLE>

(w)  On September 30, 2003, there were 1,279,964 shares of common stock issued
     and outstanding.
(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
September 30, 2003, 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                Name and Address      # Shares     Nature of    Current %
of Class                                                Ownership    Owned (w)
----------------     ------------------    ---------    ---------    ---------
<S>                  <C>                   <C>          <C>          <C>
Common Stock,        Edward A. Roth          200,000       (x)          16%
$.001 Par            4818 W. Commercial
Value                Blvd. Lauderhill,
                     FL 33319
----------------     ------------------    ---------    ---------    ---------
Common Stock,        Michael J.
$.001 Par            Bongiovanni
Value                21311 W. Catawba          4,000       Direct        **
                     Ave. Charlotte,
                     NC 28031
----------------     ------------------    ---------    ---------    ---------
Common Stock,        Barbara Patagalia         2,065       Direct        **
$.001 Par            4818 W. Commercial
Value                Blvd. Lauderhill,
                     FL 33319
----------------     ------------------    ---------    ---------    ---------
Common Stock,        All Officers and      1,073,899       Direct       84%
$.001 Par            Directors as a
Value                Group
----------------     ------------------    ---------    ---------    ---------
Preferred Stock,     Edward A. Roth
$.001 Par Value      4818 W. Commercial
(z)                  Blvd. Lauderhill,     2,150,000       (y)         100%
                     FL 33319
----------------     ------------------    ---------    ---------    ---------
</TABLE>


**   Less than .01%

(w)  On September 30, 2003, there were 1,279,964 shares of common stock issued
     and outstanding.
(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)
     None.

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

(a)  Financial Statements
     1.   The following financial statements of National Beauty Corp. &
          Subsidiaries are included in Part II, Item 7:

Independent Auditors' Report                          14
Balance Sheet-December 31, 2001                    15-16
Statements of Operations - years ended
     December 31, 2001 and 2000                    17-18
Statements of Cash Flows - years ended
     December 31, 2001 and 2000                    19-20
Statements of Stockholders Equity- years ended
     December 31, 2001 and 2000                       21
Notes to Financial Statements                      22-28

     2.   Exhibits
     3.   Articles of incorporation and bylaws are incorporated by reference
          to Exhibit No. 1 of Form 10-SB filed November 1999.

(b)  Reports on Form 8-K
     There were no reports on Form 8-K for the three months ended December 31,
     2001.






                           --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.


                                         NATIONAL BEAUTY CORP.
                                         ---------------------
                                        (Registrant)

Date:  September 30, 2003

                                         /s/ Michael J. Bongiovanni
                                         --------------------------
                                         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