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,  2002

[ ]  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  Identification  No.)
incorporation  or  organization)


            4810 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  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:  $542,210.

As  of  March  31,  2003 there were 35,501,062 common shares outstanding and the
aggregate market value of the common shares per the transfer agent report (based
upon  the  average of the bid price of $.05 and the asked price of $.06 reported
by  brokers)  held  by  non-affiliates was approximately $302,558, excluding the
30,000,000  shares  held  in  escrow.

Note  that 30,000,000 of these aforementioned common shares above are being held
in  an  escrow  collateral  account  awaiting  certain  financings.

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

Number  of  shares  of  common stock outstanding as of March 31, 2003: 5,501,062
(without  escrow  of  30,000,000)
Number  of shares of preferred stock outstanding as of March 31, 2003:   750,000

Amendment  Note:  This Form 10-KSB is being amended for the 30,000,000 shares of
common stock which were in escrow at March 31, 2003. 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.



                                     PART  I
                                     -------


ITEM  1.  DESCRIPTION  OF  BUSINESS

CORPORATE  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.  On September 12, 2002, one of the Company's subsidiaries legally changed
its  name  to  Hairmax  of  Florida,  Inc. from Beautyworks USA of Florida, Inc.

Since  1998,  the  Company has concentrated its operations primarily on the home
cleaning  services  industry.

CLEANING  EXPRESS USA. Cleaning Express USA is a wholly owned Florida subsidiary
corporation.  The  Company's  home  services  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
a central office and dispatches 25-3- 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 Inc., is individual households. No
single customer makes up more than ten percent of the total revenues of Cleaning
Express  USA,  Inc.  The  Company  does  not expect that this will change in the
future.  The  Company  has  three  full  time employees and contracts with 30-40
workers  that  are each independently contracted with the Company to service and
provide home cleaning services to existing and new customers. At this time there
are  no  plans  for  expansion.

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.

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, the Company has 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. The Company 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).

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

HairMax  is  expecting to add 20 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  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.

SITE  SELECTION  LOCATIONS: There are more than 40,000 strip shopping centers in
the  United States that provide the Company with vast growth opportunity for new
strip  center  salons.  In  evaluating  specific locations for its company-owned
stores,  the  Company  seeks conveniently located, highly visible strip shopping
centers, which allow customers adequate parking and quick and easy store access.
The Company believes neighborhood shopping centers anchored by the number one or
two  grocery  chains  in  the specific market, or a major mass merchant, provide
access  to  a stable customer flow The Company has retained the services of Neal
Realty and Development of Fort Lauderdale, Florida to search for shopping center
locations,  within  South  Florida  and  the  company  has  retained Luccesi and
Associates  of  Las Vegas, Nevada, to represent them for Hairmax site selection,
and  lease negotiation, in the metro Las Vegas area. On a National level Hairmax
is  represented  by  Armada  Realty  and  Investments of Farminham, Michigan for
representation  with  National  Retailers for store in store development, and is
presently  in  discussion  with  a  large  regional retailer, for development of
Hairmax

The company recently opened a second Hairmax location in Coral Springs, Florida.
Plans  are formulated for additional Hairmax stores in South Florida, as soon as
appropriate  locations  are  selected. Las Vegas, Nevada has been selected for a
second  development  market  for  Hairmax

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 the Company.
There  can  be  no assurance that the Company 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.

In  August  2002,  the company 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,  the  company formed a Nevada subsidiary corporation to operate
the  new  Hairmax  operations  in  Nevada. This company was formed as Hairmax of
Nevada Inc., and has 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.

In  addition  the company began development of a private label line of hair care
products,  expected  to  retail  in new and existing Hairmax stores. The company
expects  the  first  products  to  be  delivered  during  first  quarter  2003.

Business  Strategy

The Company's objective is to become a leading provider of hair services, namely
haircutting  and  hair coloring; the objective is to brand the name Hairmax as a
leading  provider  of these services. Initial development is targeted to the Las
Vegas,  Nevada  area,  and  the South Florida market. Recent statistics identify
both  these  markets  as  population  growth  areas.

The  company  will  also  seek  to  develop  expansion  of Hairmax low cost hair
services  by developing a "store in a store salon", that will be built within in
a  high traffic retailer, that specializes in discount retailing. The company is
presently  seeking  opportunities  with  this  concept,  the company plans on an
aggressive  marketing  program,  as the geographic operational areas expand. The
hair 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 Hairmax may purchase gift certificates,
browse  and  purchase  Hairmax  hair  care  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  2002

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
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, the Company has 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. The Company 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).

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

HairMax  is  expecting to add 20 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  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

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.

Controls  and  Procedures

(a)  On  December  31,  2002,  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.


ITEM  2.  PROPERTIES

The  Company  leases  its  executive  offices  with  1,650  square  feet  for
administration  at 4810 West Commercial Boulevard, Lauderhill, Florida 33319 for
$1,306  per  month. The Company leases its 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. The Company leases its beauty
salon facility of 900 square feet at the Coral Palm Plaza, located on University
Drive,  Coral  Springs,  Florida, for $2,226 per month. Also, the Company leases
its  newest  beauty  salon  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. 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

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


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

The  Company  filed a Certificate of Amendment to Articles of Incorporation with
the  State  of  Nevada  to  increase  the  number of authorized common shares to
600,000,000,  with  a  continued par value of $.001. A majority of the Company's
shareholders  voted  to  approve  this  transaction  in  the  fourth  quarter.

Subject  to a majority vote of the Company's shareholders in the fourth quarter,
the Company reduced the number of shares of the Series "A" convertible preferred
from  50,000,000  to  40,000,000  and  authorized  the  creation  of a new 1,000
authorized  shares  of  Series  "B"  2%  convertible  preferred  shares.

In  the  fourth  quarter,  the majority of the shareholders voted to approve the
Company's acquisition of the assets of an unrelated Colorado corporation through
an  agreement  and  plan  for  merger.

In  the  fourth  quarter,  the majority of the shareholders voted to approve the
Company's  operating  leases  in  Coral  Springs, Florida and Las Vegas, Nevada.

                                    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 Lexis.com, an on-line source that provides
     historical  pricing  information.

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

03/31/01          $ .08    $ .44
06/30/01            .05      .16
09/30/01            .04     8.00
12/31/01            .36     1.36
03/31/02            .26      .60
06/30/02            .13      .27
09/30/02            .09      .16
12/31/02            .03      .14

(b)  Holders.  The  approximate  number of holders of record of the Registrant's
     Common  Stock  as  of  March  31,  2003  was  50.

(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. (a Nevada corporation) legally changed its corporate name
in  2001  and  was formerly known as ATR Industries, Inc. On September 12, 2002,
one  of  the  Company's  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,  Hairmax  of Florida, Inc. (FKA Beauty Works USA, Inc.) and Beauty
Merchant,  Inc. Beauty Merchant operations were ceased in 2001. 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. The Company also offers 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
                              -------------------------
                                 2002           2001
                              ----------     ----------
Net  Sales                    $  542,210     $  431,810

Net  Loss                       (887,790)      (257,044)

Basic And Fully Diluted
Net Loss Per Common Share         (10.63)          (.57)

Basic And Fully Diluted
Weighted  Average
Common Shares                     83,542        448,016

                                As  of  December  31,
                              -------------------------
                                 2002           2001
                              ----------     ----------
Total  Assets                 $  145,025     $  136,743
Working  Capital                  98,405         89,140
Shareholders'  Equity            144,093        120,536

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

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

Year  Ended  December  31,  2002  Compared  to  Year  Ended  December  31,  2001

Sales

Sales  for  the year ended December 31, 2002 increased to $542,210 from $431,810
for  the  year  ended  December  31,  2001,  an increase of 26%. The increase in
revenues  was primarily attributable to an increase in the revenues from Hairmax
of  Florida,  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 59% of
total net sales in 2002 and 65% of the net sales in 2001. The decrease is due to
the  increase  in  hair  salon  sales  and  a  weaker  economy for home cleaning
services.  The  Company plans to accelerate growth of beauty salon sales in 2003
by  increasing  expenditures  on  marketing  and  growing  public  awareness  of
services.

Income  /  Losses

Net  losses  for  the  year  ended  December 31, 2002 increased to $887,790 from
$257,044  for  the  year  ended  December  31,  2001,  an  increase of 245%. 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 were $383,590 and $327,758 for 2002,
respectively,  compared  to  $235,044  in  payroll  expenses  for  2001.

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.

The Company expects to continue to incur losses at least through fiscal 2003 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,
2002,  increased  to  $1,179,790  from  $336,240 for the year ended December 31,
2001,  an  increase of 250%. The increase in selling, general and administrative
expenses  was  the  result  of  significant  increases  in  payroll expenses and
consulting  fees  that  were  $383,590  and  $327,758, respectively, compared to
$235,044  in  payroll expenses for 2001. 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, 2002 and
December 31, 2001 were $10,275 and $3,017, respectively. The increase was due to
an  increase in the depreciable bases of fixed assts and acquisitions of $23,341
in  fixed  assets  during  2002  compared  to only $4,395 in 2001. The purchases
consisted  of  salon  equipment and fixtures for the new store in Coral Springs,
Florida.

The  company  reduced  rent  expense  in 2001 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%. In addition, the
company  has  taken  steps  to  change daily operations of Cleaning Express USA,
projecting  a savings of 5% over 2003. Specifically, the Company is anticipating
a  lower  labor  cost associated with its cleaning services and nominal web site
maintenance  leading  into  2003.

The  Company  expects  increases in overall expenses through 2003 as the Company
moves  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, 2002 was $256,210 compared to
$275,974 for the year ended December 31, 2001. 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 2002, 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,  2002  and  2001  was  47%  and  63%,
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 $9,104 and $93,244 of our cost of sales are attributable
to  our hair salon segment in 2002 and 2001, respectively. The cost of sales for
our home cleaning services segment represents payments to our subcontractors who
clean  our  customer's  homes.  The  decrease  in  hair  salon  cost of sales is
attributable  to our change from Internet sales and overstocking of inventory in
prior  years.

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.

Non-Operating  Expense  Items

The  unrealized  loss on securities in 2002 and 2001 is a result of a write down
in the fair value of the securities during the respective periods. As to trading
losses,  marketable  securities  included  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. Since the stock is 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.
Recorded  interest  expense  is attributable to interest paid on the outstanding
shareholder  loan  balances  during  the  2002  and  2001  periods.

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

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,  2002  and  December  31,  2001

Cash  flows  used  in  operations  were  a  negative  $86,510 for the year ended
December  31, 2002, and a negative $23,482 for the year ended December 31, 2001.
Negative  cash  flows from operating activities for the years ended December 31,
2002  and  2001  are primarily attributable to losses from operations, partially
offset  by the common stock issued for services in both years an unrealized loss
on  trading  securities  in  2001  and  warrants  issued  in  2002.

Cash  flows from investing activities were a negative $23,341 for the year ended
December  31,  2002  and  a  negative  $4,395  for  the same period in 2001. The
negative  cash  flows were solely attributable to new equipment purchases during
2002  and  2001.

Cash  flows  provided  by  financing activities were $197,687 for the year ended
December  31, 2002 and used in operations of $17,313 for the year ended December
31,  2001.  The  negative  cash  flows in 2001 pertained to repayments on a note
payable  and  capitalized lease obligation. The positive cash flows in 2002 were
primarily  due to the equity placement of common stock sold during 2002 less the
effects  of  repayments  on  a  capitalized  lease  obligation.

The  Company  has funded its cash needs from inception through December 31, 2002
with  a  series  of  debt and equity transactions, including private placements.

On  October  24,  2002, the Company 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, the Company 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.

The  Company  has  750,000 shares of preferred stock outstanding at December 31,
2002,  which  is  convertible  at  the  option of the shareholder into 7,500,000
shares of common stock. During 2002, 200,000 referred shares were converted into
2,000,000  common  shares  by  two  of  the  Company's  officers  and  majority
shareholders.  During  2001,  the  Company's  officers and majority shareholders
converted  50,000  preferred  shares  in  to  500,000  common  shares.

The  Company  has  suffered recurring losses and has yet to generate an internal
cash  flow.  The  Company  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. The Company projects that
current  and  projected  revenues  and  capital  reserves will sustain it for 12
months  along  with  the  cash it raised on the equity placement in 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, the
Company  may  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 2004 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, 2002 and 2001 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,  2002 and 2001 were $2,313 and $2,313, respectively.
Principal  repayments  of  the  note  payable balance were made in the amount of
$15,000  in  2001.

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


<TABLE>
<CAPTION>

                   NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2002
================================================================================
<S>                                                               <C>

                                     ASSETS
                                     ------
                                                                   Dec. 31, 2002
                                                                  --------------

CURRENT  ASSETS:
----------------
   Cash and cash equivalents                                      $       98,837
   Inventory                                                                 500
                                                                  --------------
      TOTAL CURRENT ASSETS                                                99,337

FIXED  ASSETS
-------------
   Furniture and fixtures                                                 38,274
   Leasehold improvements                                                  9,500
   Equipment and machinery                                                35,668
   Accumulated depreciation                                              (46,636)
                                                                  --------------
      NET FIXED ASSETS                                                    36,806

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

      TOTAL ASSETS                                                $      145,025
                                                                  ==============



</TABLE>



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


<TABLE>
<CAPTION>

                   NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (CONTINUED)
                             AS OF DECEMBER 31, 2002
================================================================================
<S>                                                               <C>


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

                                                                   Dec. 31, 2002
                                                                  --------------

CURRENT  LIABILITIES
--------------------
   Accounts payable and accrued expenses                          $          932
                                                                  --------------
      TOTAL CURRENT LIABILITIES                                              932
                                                                  --------------

STOCKHOLDERS'  EQUITY
---------------------
   Common  stock ($.001 par value, 600,000,000 shares
   authorized; 35,301,062 shares issued and outstanding
   at December 31, 2002)                                                  35,301
   Series A convertible preferred stock ($.001 par value;
   40,000,000 shares authorized, 750,000 shares issued
   and outstanding at March 31, 2003 and December 31, 2002)                  750
   Series B 2% convertible preferred stock ($.001 par value;
   1,000 shares authorized, -0- shares issued and
   outstanding at March 31, 2003 and December 31, 2002)                        -
   Common stock note receivable subscription, less allowance
   for uncollectible loss of $550,000                                          -
   Additional paid in capital                                          2,280,163
   Retained deficit                                                   (2,172,121)
                                                                  --------------
      TOTAL STOCKHOLDERS' EQUITY                                         144,093
                                                                  --------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $      145,025
                                                                  ==============


</TABLE>




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


<TABLE>
<CAPTION>

                   NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
================================================================================

                                                    For the Year Ended Dec. 31,
                                                      2002               2001
                                                   ----------         ----------
<S>                                                <C>                <C>

REVENUES:
---------
   Sales - cleaning                                $  318,709         $  281,124
   Sales - beauty salons                              223,501            150,686
   Cost of sales - cleaning                          (247,106)          (182,731)
   Cost of sales - beauty salons                       (9,104)           (93,244)
                                                   ----------         ----------
      Gross Profit                                    286,000            155,835

EXPENSES:
---------
   Selling, general and administrative              1,171,790            336,240
                                                   ----------         ----------
      Total Expenses                                1,171,790            336,240
                                                   ----------         ----------

      Loss from Operations                         $ (885,790)        $ (180,405)

OTHER  (EXPENSE):
-----------------
   Unrealized loss on trading securities               (1,500)           (66,257)
   Interest expense                                      (500)            (1,227)
                                                   ----------         ----------
      Total Other Expenses                             (2,000)           (67,484)
                                                   ----------         ----------

      Net loss from discontinued operations                 -             (9,156)

      NET LOSS                                     $ (887,790)        $ (257,045)
                                                   ==========         ==========

Basic and fully diluted net loss per common share:
   Continuing  operations                          $   (10.63)        $    (0.57)
                                                   ==========         ==========
   Discontinued  operations                        $        -         $    (0.02)
                                                   ==========         ==========
   Basic and fully diluted
   weighted average common shares                      83,542            448,016
                                                   ==========         ==========



</TABLE>


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


<TABLE>
<CAPTION>


                   NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
==============================================================================

                                    Convertible Series      Additional
                   Common Stock    "A" Preferred Stock  Paid-in   Retained
                   ------------     ------------------
                  Shares   Amount   Shares     Amount   Capital     Deficit
                  ------   ------   ------     ------   -------     -------
<S>               <C>      <C>      <C>        <C>      <C>         <C>

Balances,
January 1, 2001   58,425   $   58   1,000,000  $1,000   $1,168,314  $(1,027,286)

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

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

Net loss for
the year             -0-      -0-         -0-     -0-          -0-     (257,045)
                  ------   ------   ---------  ------   ----------  -----------
Balances,
December 31,
2001           1,466,362   $1,466     950,000  $  950   $1,402,450  $(1,284,331)

Common stock
issued for
services       1,834,700    1,835         -0-     -0-      349,955          -0-

Equity
Placement
to investors         -0-      -0-         -0-     -0-      200,000          -0-

Common shares in escrow for equity placement
              30,000,000   30,000         -0-     -0-          -0-          -0-

Warrants issued      -0-      -0-         -0-     -0-      327,758          -0-

Conversion of preferred shares into common shares by officers
               2,000,000    2,000    (200,000)   (200)         -0-          -0-

Net loss
for the year         -0-      -0-         -0-     -0-          -0-     (887,790)
                  ------   ------   ---------  ------   ----------  -----------
Balances,
December 31,
2002          35,301,062  $35,301     750,000  $  750   $2,280,163  $(2,172,121)
                  ======   ======   =========  ======   ==========  ===========


</TABLE>



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


<TABLE>
<CAPTION>

                   NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
================================================================================

                                                      2002               2001
                                                   ----------         ----------
<S>                                                <C>                <C>

CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
-----------------------------------------
   Net loss                                        $ (887,790)        $ (257,044)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
   Depreciation                                        10,275              3,017
   Common stock issued for services                   383,590            235,044
   Warrants issued                                    327,758                -0-
   Unrealized loss on trading securities                1,743             66,257
  (Increase)  decrease  in  operating  assets:
      Accounts receivable                                 903                781
      Inventory                                         1,200              1,863
      Shareholder loan receivable                         -0-              7,892
      Prepaid expenses                                 90,000            (90,000)
      Deposits                                         (2,226)            (2,956)
   Increase  (decrease)  in  operating  liabilities
      Accounts payable and accreud expenses              (299)               -0-
                                                   ----------         ----------
         NET CASH (USED IN) OPERATING ACTIVITIES      (74,846)           (35,146)
                                                   ----------         ----------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
-----------------------------------------
   Expenditures for fixed assets                      (23,341)            (4,395)
                                                   ----------         ----------
         NET CASH USED IN INVESTING ACTIVITIES        (23,341)            (4,395)
                                                   ----------         ----------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
----------------------------------------
   Proceeds from shareholder loan payable              25,000                -0-
   Repayment of shareholder loan payable              (25,000)               -0-
   Outstanding checks in excess of bank balance       (11,664)            11,664
   Proceeds from equity placement                     200,000                -0-
   Principal repayments of note payable                   -0-            (15,000)
   Principal repayments under capitalized lease        (2,313)            (2,313)
                                                   ----------         ----------
         NET CASH PROVIDED BY (USED) IN
         FINANCING ACTIVITIES                         186,023             (5,649)
                                                   ----------         ----------

         NET INCREASE (DECREASE) IN CASH
         AND CASH EQUIVALENTS                          87,836            (45,190)

CASH  AND  CASH  EQUIVALENTS,
   BEGINNING OF THE YEAR                               11,001             56,191
                                                   ----------         ----------

   END OF THE PERIOD                               $   98,837         $   11,001
                                                   ==========         ==========

SUPPLEMENTARY  CASH  FLOW  INFORMATION  OF  NON-CASH  FINANCING:
----------------------------------------------------------------
   Common stock issued to officers for services,
   charged to prepaid expense                      $        -         $   28,500
                                                   ==========         ==========
   Common stock issued to others for services,
   charged to prepaid expense                      $        -         $   61,500
                                                   ==========         ==========
   Common stock issued to officers
   for other services                              $  231,890         $   25,044
                                                   ==========         ==========
   Common stock issued to others
   for other services                              $  151,700         $  120,000
                                                   ==========         ==========
   Assumption of note payable in connection
   with assets acquisition                         $        -         $   15,000
                                                   ==========         ==========
   200,000 preferred shares converted in
   to 2,000,000 common shares by officers          $        -         $        -
                                                   ==========         ==========
   Warrants issued                                 $  327,758         $        -
                                                   ==========         ==========



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



</TABLE>


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 March 31, 2003 is furnished with respect to
each  Director  and  Executive  Officer:


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

Edward  A.  Roth             45        1997     Chairman,  President  &  CEO
Alisha  Roth                 37        1997     Secretary,  Treasurer,  Director
Barbara  Patigalia           52        1997     Director
Michael  J.  Bongiovanni     40        2000     Chief  Financial  Officer


All  Directors serve for one-year terms, which expire at the annual shareholders
meeting  in  2003.

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.

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,       2002   $    197,000         -0-              -0-            -0-        -0-              -0-
CEO and President       2001   $     65,000         -0-              -0-            -0-        -0-              -0-
                        2000   $    233,121         -0-              -0-            -0-        -0-              -0-
-----------------     ------   ------------     -------     ------------   ------------    -------    -------------

Michael J.              2002   $     22,890         -0-              -0-            -0-        -0-              -0-
Bongiovanni,            2001   $     15,000         -0-              -0-         25,000        -0-              -0-
CFO                     2000   $     46,800         -0-              -0-            -0-        -0-              -0-
-----------------     ------   ------------     -------     ------------   ------------    -------    -------------

Alisha  Roth,           2002   $     48,000         -0-              -0-            -0-        -0-              -0-
Secretary,              2001   $        -0-         -0-              -0-            -0-        -0-              -0-
Treasurer               2000   $     60,000         -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

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. Employee
directors are not compensated for services rendered as directors of the company.

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

National Beauty is 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 March 31, 2003, are listed below:

<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       3,506,440             (x)                      10%
$.001 Par Value      4818 W. Commercial
                     Blvd.  Lauderhill,
                     FL 33319
----------------     ------------------     ---------     ---------------------    -------------------
Preferred Stock,     Edward  A.  Roth         750,000             (y)                     100%
$.001 Par Value      4818 W. Commercial
     (z)             Blvd.  Lauderhill,
                     FL 33319
----------------     ------------------     ---------     ---------------------    -------------------


</TABLE>

     (w)  On March 31, 2003, there were 35,501,062 shares of common stock issued
          and  outstanding.  Note that 30,000,000 of these aforementioned common
          shares  above  are being held in an escrow collateral account awaiting
          certain  financing.
     (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 March
31,  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  of  Class     Name  and  Address     #  Shares     Nature  of  Ownership    Current % Owned (w)
----------------     ------------------     ---------     ---------------------    -------------------
<S>                  <C>                    <C>           <C>                      <C>
Common  Stock,       Edward  A.  Roth       3,506,440             (x)                      10%
$.001 Par Value      4818 W. Commercial
                     Blvd.  Lauderhill,
                     FL 33319
----------------     ------------------     ---------     ---------------------    -------------------
Common  Stock,       Michael J.                   -0-            Direct                     **
$.001 Par Value      Bongiovanni
                     21311 W. Catawba
                     Avenue Charlotte,
                     NC 28031
----------------     ------------------     ---------     ---------------------    -------------------
Common  Stock,       Barbara  Patagalia        67,000            Direct                     **
$.001 Par Value      4818 W. Commercial
                     Blvd.  Lauderhill,
                     FL 33319
----------------     ------------------     ---------     ---------------------    -------------------
Common  Stock,       All Officers and       3,573,440            Direct                    10%
$.001 Par Value      Directors as a
                     Group
----------------     ------------------     ---------     ---------------------    -------------------
Preferred Stock,     Edward  A.  Roth         750,000             (y)                     100%
$.001 Par Value      4818 W. Commercial
     (z)             Blvd.  Lauderhill,
                     FL 33319
----------------     ------------------     ---------     ---------------------    -------------------


</TABLE>


     **   Less  than  .01%

     (w)  On March 31, 2003, there were 35,501,062 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)  On  February  11,  2002,  National  Beauty  issued  1,000,000  shares,
     respectively, to Edward Roth and Alisha Roth, officers and directors of the
     company.  These  shares were issued as a result of the Roth's conversion of
     the  aggregate  of  200,000  shares of Series A Preferred Stock into common
     stock  on  a  10  to  1  basis

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,  2002                                         15-16
Statements  of  Operations  -  years  ended
     December  31,  2002  and  2001                                        17-18
Statements  of  Cash  Flows  -  years  ended
     December  31,  2002  and  2001                                        19-20
Statements  of  Stockholders'  Equity  -  years  ended
     December  31,  2002  and  2001                                           21
Notes  to  Financial  Statements                                           22-28

2.   Exhibits

3.   Articles  of  incorporation, bylaws and related amendments 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, 2002.




                           --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)


                                         /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