U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                               FORM 10-QSB



            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



             For the quarterly period ended December 31, 2004


                       Commission File Number: 2-98395-NY


                          National Superstars, Inc.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


         Nevada                                        93-0848208
----------------------------                ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)


                  444 Park Forest Way, Wellington, FL  33414
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)


                             (561) 798-4294
                        --------------------------
                        (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 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___


As of February 9, 2005, the Registrant had 59,980,000 shares of common stock,
$.005 par value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes__    No X










                                    INDEX
                                                               Page
                                                              Number

Part I.       Financial Information

     Item 1.  Financial Statements

               Balance Sheet as of December 31, 2004
               (unaudited) and September 30, 2004               3

               Statements of Operations, Three Months
               Ended December 31, 2004 and 2003 (unaudited)     4

               Statements of Cash Flows, Three Months
               Ended December 31, 2004 and 2003 (unaudited)     5

               Notes to Financial Statements                    6

     Item 2.   Management's Discussion and Analysis of
               Financial Conditions and Results of
               Operations                                       8

Part II.  Other Information                                     9

Signatures                                                     10



































                                      2



                          NATIONAL SUPERSTARS, INC.
                         (A Development Stage Company)
                               BALANCE SHEETS

                                 ASSETS

                                                 December 31,   September 30,
                                                     2004           2004
                                                 (Unaudited)    (See Note 1)
                                                ------------    -------------

Current Assets
Cash                                                    434           3,054
                                                -----------      ----------
  Total Assets                                  $       434      $    3,054
                                                ===========      ==========



                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
Accounts payable                                        383               -
                                                -----------      ----------
  Total Current Liabilities                             383               -
                                                -----------      ----------

Stockholders' (Deficit):
Common Stock, $.005 par value,
  100,000,000 shares authorized
  59,980,000 shares issued and
  outstanding                                       299,900         299,900
Additional paid-in capital                          141,136         141,136
Accumulated (deficit)                              (282,069)       (282,069)
Accumulated (deficit) during development stage     (158,916)       (155,913)
                                                -----------      ----------
Total Stockholders' (Deficit)                            51           3,054
                                                -----------      ----------

Total Liabilities and Stockholders' (Deficit)   $       434      $    3,054
                                                ===========      ==========


















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

                                     3


                           NATIONAL SUPERSTARS, INC.
                         (A Development Stage Company)
                           STATEMENTS OF OPERATIONS
                                (Unaudited)

                                                               For the Period
                                                                From July 1,
                                       Three Months Ended       2003 through
                                  December 31,   December 31,   December 31,
                                      2004           2003           2004
                                  ------------   ------------  --------------

Revenues                          $          -   $         -   $         -
                                  ------------   -----------   -----------

Expenses
   Stock issued for services                 -             -       128,967
   Accounting and auditing               2,790         7,340        19,974
   Professional fees                         -         5,688         8,032
   Other                                   213           124         1,943
                                  ------------   -----------   -----------
                                         3,003        13,152       158,916
                                  ------------   -----------   -----------
Net (Loss)                        $     (3,003)      (13,152)     (158,916)
                                  ------------   -----------   -----------

Per Share                         $        nil   $       nil   $       nil
                                  ============   ===========   ===========

Weighted Average Number of Shares
 Outstanding                        58,329,446    58,186,668    58,567,408
                                  ============   ===========   ===========



























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

                                    4


                           NATIONAL SUPERSTARS, INC.
                         (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS
                                (Unaudited)

                                                               For the Period
                                                                From July 1,
                                       Three Months Ended       2003 through
                                  December 31,   December 31,   December 31,
                                      2004           2003           2004
                                  ------------   ------------  --------------

Cash Flows from Operating
 Activities:
  Net (loss)                       $   (3,003)  $   (13,152)   $   (158,916)
  Adjustment to reconcile net
   (loss) to net cash provided
    by operating activities:
     Increase in accounts
      payable                             383         9,188             383
     Stock issued for services              -             -         128,967
                                   ----------    ----------     -----------
Net Cash (Used in) Operating
 Activities                            (2,620)       (3,964)        (29,566)
                                   ----------    ----------     -----------

Cash Flows from Investing
 Activities                                 -             -               -
                                   ----------    ----------     -----------
Cash Flows from Financing
 Activities
   Stock issued                             -             -          30,000
                                   ----------    ----------     -----------
Net Cash Provided by Investing
 Activities                                 -             -          30,000
                                   ----------    ----------     -----------


Increase (Decrease) in Cash            (2,620)            -             434

Cash, Beginning of Period               3,054             -               -
                                   ----------    ----------     -----------
Cash, End of Period                $      434    $        -     $       434
                                   ==========    ==========     ===========
Interest Paid                      $        -    $        -     $         -
                                   ==========    ==========     ===========
Income Taxes Paid                  $        -    $        -     $         -
                                   ==========    ==========     ===========







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


                                    5





                           NATIONAL SUPERSTARS, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                         December 31, 2004 (Unaudited)


(1)  Unaudited Financial Statements

The balance sheet as of December 31, 2004, the statements of operations and
the statements of cash flows for the three month periods ended December 31,
2004 and 2003, have been prepared by National Superstars, Inc. (Company)
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures, normally
included in the financial statements prepared in accordance with accounting
principles generally accepted in the United States of America, have been
condensed or omitted as allowed by such rules and regulations, and the Company
believes that the disclosures are adequate to make the information presented
not misleading.  The results of operations for the three months ending
December 31, 2004 are not necessarily indicative of results expected for the
full year ending September 30, 2005.  In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and changes in
financial position at December 31, 2004 and for all periods presented, have
been made.

It is suggested that these statements be read in conjunction with the
September 30, 2004 audited financial statements and the accompanying notes
included in the Company's Annual Report on Form 10-KSB, filed with the
Securities and Exchange Commission.

(2)  Basis of Presentation - Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America,
which contemplates continuation of the Company as a going concern.  However,
the Company has limited working capital and no active business operations,
which raises substantial doubt about its ability to continue as a going
concern.

In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its
future operations.

Management has opted to resume the filing of Securities and Exchange
Commission (SEC) reporting documentation and then to seek a business
combination.  Management believes that this plan provides an opportunity for
the Company to continue as a going concern.

(3)  Subsequent Event

On January 4, 2005, the Company entered into an Agreement and Plan of Merger
with MSO Holdings, Inc., a Delaware corporation ("Holdings"), for the purpose
of changing the registrant's domicile from Nevada to Delaware (the
"Reincorporation").




                                     6



As a result of the Reincorporation :  (i) the Company will be merged with and
into Holdings, (ii) Holdings will survive the Reincorporation as the successor
in interest and the successor issuer of the Company, (iii) the Certificate of
Incorporation of Holdings and the Bylaws of Holdings will survive the
Reincorporation and continue as the governing documents of the surviving
entity, and (iv) each share of the Company's common stock will represent and
become exchangeable for .005 shares of Holdings common stock, with each
certificate representing shares of the Company's common stock currently
outstanding thereafter representing such number of shares of the Company's
common stock set forth on such certificate multiplied by .005, rounded up to
the nearest 100 shares.

On January 4, 2005, the Company also entered into an Agreement and Plan of
Merger with MSO Medical, Inc., a Delaware corporation ("MSO"), Holdings and
NSPS Merger Sub, Inc., a Delaware corporation ("Merger Sub"), pursuant to
which MSO will merge with Merger Sub (the "Merger Agreement"). Merger Sub is a
newly created Delaware corporation, and wholly-owned subsidiary of Holdings,
formed solely for the purpose of effecting the merger contemplated by the
Merger Agreement (the "Merger").

As a result of the Merger, MSO will become a wholly-owned subsidiary of
Holdings.  As a result of the Reincorporation and immediately following the
closing of the Merger (the "Closing"), the shareholders of the Company will
own approximately 1.5% of the outstanding shares of capital stock of Holdings
(calculated on a fully diluted basis) and the stockholders of MSO will own
approximately 98.5% of the outstanding shares of capital stock of Holdings
(calculated on a fully diluted basis).

Further, at the Closing, MSO will pay $50,000 directly to Pride, Inc., an
entity owned by certain directors and officers of the Company, as
reimbursement for expenses incurred in connection with the operation of the
Company.

In addition, at the Closing, MSO will deposit into escrow an additional
$280,000 to be paid on a pro rata basis to the shareholders of the Company who
were shareholders of the Company on January 5, 2005; provided, however, that
the entire sum of $280,000 is to be held in escrow for a period of ninety (90)
days after the Closing to satisfy any claims that may be made against Company
arising from or otherwise related to activities of Company prior to the
Closing.  If no such claims are made during such ninety (90) day period, the
entire $280,000 shall be distributed pro rata to the shareholders of record of
Company who were shareholders of record on January 5, 2005.

The Merger Agreement also provides that effective as of the Closing, the
current board of directors of the Company will resign and that the existing
board of directors of MSO shall be appointed by the outgoing board of
directors to fill the vacancies left on the Company's board of directors by
virtue of such resignations.












                                     7



                                    ITEM 2

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS

Certain statements in this Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical facts are
forward-looking statements such as statements relating to future operating
results, existing and expected competition, financing and refinancing sources
and availability and plans for future development or expansion activities and
capital expenditures.  Such forward-looking statements involve a number of
risks and uncertainties that may significantly affect our liquidity and
results in the future and, accordingly, actual results may differ materially
from those expressed in any forward-looking statements.  Such risks and
uncertainties include, but are not limited to, those related to effects of
competition, leverage and debt service financing and refinancing efforts,
general economic conditions, changes in laws and regulations, and risks
related to merger and acquisition activities.  The following discussion and
analysis should be read in conjunction with the financial statements and notes
thereto appearing elsewhere in this report.

Overview

The Company was incorporated as Valley Tech Industries, Inc. on October 6,
1983 under the laws of the State of Nevada, in order to evaluate, structure
and complete a merger with, or acquisition of, prospects consisting of private
companies, partnerships or sole proprietorships.  In 1986, the Company changed
its name to National Superstars, Inc.  The Company may seek to acquire a
controlling interest in such entities in contemplation of later completing an
acquisition.  The Company is not limited to any operation or geographic area
in seeking out opportunities.

Results of Operations

The Company generated no revenues during the quarter ended December 31, 2004,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, as contemplated by the Company's business plan.

The Company has no capital.  The Company anticipates operational costs will be
limited until such time as significant evaluation work is undertaken regarding
mergers or acquisitions.

At December 31, 2004, the Company had no material commitments for capital
expenditures.















                                     8




                        PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits.

         31.1   Certification of Chief Executive      Filed herewith
                Officer pursuant to Section 302 of    electronically
                the Sarbanes-Oxley Act of 2002

         31.2   Certification of Chief Financial      Filed herewith
                Officer pursuant to Section 302 of    electronically
                the Sarbanes-Oxley Act of 2002

         32.1   Certification of Chief Executive      Filed herewith
                Officer pursuant to 18 U.S.C.         electronically
                Section 1350

         32.2   Certification of Chief Financial      Filed herewith
                Officer pursuant to 18 U.S.C.         electronically
                Section 1350

         (b) Reports on Form 8-K.

     1. Current report on Form 8-K filed on January 4, 2005

     The Company furnished information concerning the entry into a material
definitive agreement, the departure of director Anthony Hoffman, amendments to
its bylaws, and financial statements and exhibits.








                                      9






                                  SIGNATURES

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

                                    National Superstars, Inc.


                                    By:/s/ Peter Porath
                                       Peter Porath, President,
                                       Chief Executive Officer
Date:  February 9, 2005


                                    By:/s/ Michael Schumacher
                                       Michael Schumacher,
                                       Treasurer, Secretary and Chief
                                       Financial Officer

Date:  February 9, 2005








































                                     10