UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

         [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                       Commission file number 033-19992-LA

                         NATIONAL EQUITIES HOLDINGS, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)


                Delaware                                     76-0539342
       (State or other jurisdiction                       (I.R.S. employer
     of incorporation or organization)                   identification no.)

               21800  I-45  North,
                 Spring, Texas                                  77373
     (Address of principal executive offices)                 (Zip Code)



                            Telephone: (281) 414-8172
                (Registrant's telephone no., including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.001
                                    PAR VALUE

Indicate by check mark whether the Issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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  [  ]  No  [ X ]

Number of shares of the registrant's common stock outstanding as of April 8,
2003 was 39,785,426.

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
[ x ]  Yes  [  ]  No

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


                                                                          Page 1
<PAGE>
                        NATIONAL EQUITIES HOLDINGS, INC.

                                   FORM 10-QSB

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
------------------------------

Item 1 - Financial Information

Item 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Item 3 - Item 307 of Regulation S-B


SIGNATURES


                                                                          Page 2
<PAGE>



                        NATIONAL EQUITIES HOLDINGS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                   __________





                    UNAUDITED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001





                                      F-1
<PAGE>
                        NATIONAL EQUITIES HOLDINGS, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                TABLE OF CONTENTS
                                   __________



                                                                            PAGE
                                                                            ----

Unaudited Condensed Financial Statements:

  Condensed  Balance  Sheet  as  of  March  31,2002
    (unaudited)  and  December  31,  2001                                    3

  Unaudited  Condensed  Statement  of  Operations  for  the
    three  months  ended  March  31,  2002  and  2001                        4

  Unaudited  Condensed  Statement  of  Stockholders'  Deficit
    for  the  three  months  ended  March  31,  2002                         5

  Unaudited  Condensed  Statement  of  Cash  Flows  for  the
    three  months  ended  March  31,  2002  and  2001                        6

Notes  to  Unaudited  Condensed  Financial  Statements                       7


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                        NATIONAL EQUITIES HOLDINGS, INC.

                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                                  BALANCE SHEET

                      MARCH 31, 2002 AND DECEMBER 31, 2001

                                   __________


                                                             MARCH 31,     DECEMBER 31,
                                                               2002            2001
                                                            (UNAUDITED)       (NOTE)
                                                           -------------  --------------
<S>                                                        <C>            <C>

     ASSETS
     ------

Current assets:
  Cash                                                     $          -   $           -
                                                           -------------  --------------

    Total current assets                                              -               -
                                                           -------------  --------------

      Total assets                                         $          -   $           -
                                                           =============  ==============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current liabilities:
  Accounts payable                                         $    570,935   $     570,935
  Accrued liabilities                                           116,485         116,485
  Convertible debentures                                         11,145          11,145
                                                           -------------  --------------

    Total current liabilities                                   698,565         698,565
                                                           -------------  --------------


Commitments and contingencies

Stockholders' deficit:
  Preferred stock: $.001 par value; 1,000,000 shares
    authorized                                                        -               -
  Common stock: $.001 par value; 49,000,000 shares
    authorized; 39,788,676 shares issued and outstanding
    at March 31, 2002 and December 31, 2001                      39,789          39,789
  Additional paid-in capital                                  9,596,622       9,596,622
  Accumulated deficit                                       (10,334,976)    (10,334,976)
                                                           -------------  --------------

    Total stockholders' deficit                                (698,565)       (698,565)
                                                           -------------  --------------

      Total liabilities and stockholders' deficit          $          -   $           -
                                                           =============  ==============
</TABLE>



Note: The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.


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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                        NATIONAL EQUITIES HOLDINGS, INC.

                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                   UNAUDITED CONDENSED STATEMENT OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   __________

                                              THREE MONTHS ENDED
                                                  MARCH  31,
                                           ------------------------
                                              2002         2001
                                           -----------  -----------
<S>                                        <C>          <C>
Revenues                                   $         -  $         -

Costs and expenses                                   -            -
                                           -----------  -----------

    Net income                             $         -  $         -
                                           ===========  ===========


Basic and diluted income per common share  $         -  $         -
                                           -----------  -----------

    Net income per common share            $         -  $         -
                                           ===========  ===========


Weighted average common shares              39,788,676   39,788,676
                                           ===========  ===========
</TABLE>




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


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                        NATIONAL EQUITIES HOLDINGS, INC.

                    (A CORPORATION IN THE DEVELOPMENT STAGE)

             UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

                    FOR THE THREE MONTHS ENDED MARCH 31, 2002

                                   __________


                                                                       TOTAL
                                          ADDITIONAL                STOCKHOLDERS'
                         COMMON STOCK      PAID-IN     ACCUMULATED    EQUITY
                       SHARES    AMOUNT    CAPITAL       DEFICIT     (DEFICIT)
                     ----------  -------  ----------  -------------  ----------
<S>                  <C>         <C>      <C>         <C>            <C>
Balance at
  December 31, 2001  39,788,676  $39,789  $9,596,622  $(10,334,976)  $(698,565)

Net income                    -        -           -             -           -
                     ----------  -------  ----------  -------------  ----------

Balance at
  March 31, 2002     39,788,676  $39,789  $9,596,622  $(10,334,976)  $(698,565)
                     ==========  =======  ==========  =============  ==========
</TABLE>



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


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                        NATIONAL EQUITIES HOLDINGS, INC.

                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                   UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   __________


                                                   THREE MONTHS ENDED
                                                       MARCH 31,
                                                      ------------
                                                      2002   2001
                                                      -----  -----
<S>                                                   <C>    <C>
Cash flows from operating activities:
  Net income                                          $   -  $   -
  Adjustments to reconcile net income to net cash
    used in operating activities                          -      -
                                                      -----  -----

      Net cash from operating activities                  -      -
                                                      -----  -----

Net increase (decrease) in cash and cash equivalents      -      -

Cash and cash equivalents at beginning of year            -      -
                                                      -----  -----

Cash and cash equivalents at end of year              $   -  $   -
                                                      =====  =====
</TABLE>




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


                                      F-6
<PAGE>
                        NATIONAL EQUITIES HOLDINGS, INC.

                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                   __________


1.   ORGANIZATION
     ------------

     National  Equities  Holdings, Inc.(the "Company") is a Delaware corporation
     that  currently has no significant business activities but is engaged in an
     effort  to  emerge  from  bankruptcy  proceedings that were filed in August
     1999.  On  December  20, 2001, the Company obtained an order dismissing the
     bankruptcy  and the Company now plans to resume oil and gas exploration and
     production  activities.  The  Company  is  a  development  stage enterprise
     because  it  currently  has  no  significant  operations  or  assets and is
     devoting  substantially  all  its efforts to a search for capital resources
     and  business  development  activities. December 20, 2001 is considered the
     inception  of the development stage for financial reporting purpose because
     that  date  was  the date on which bankruptcy proceedings were dismissed by
     the  bankruptcy courts and the Company began to focus on future activities.


2.   ACCOUNTING  ESTIMATES
     ---------------------

     The  preparation  of  financial  statements  in  conformity with accounting
     principles  generally  accepted  in  the  United States of America requires
     management  to  make  estimates  and  assumptions  that affect the reported
     amounts  of  assets and liabilities at the date of the financial statements
     and  the  reported  amounts  of  revenue  and expenses during the reporting
     period.  Actual  results could differ from those estimates. These estimates
     mainly  involve  the useful lives of property and equipment, the impairment
     of  unproved  oil  and gas properties, the valuation of deferred tax assets
     and  the  realizability  of  accounts  receivable.


3.   INTERIM  FINANCIAL  STATEMENTS
     ------------------------------

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial information and with the instructions to Form 10-QSB and
     Article  10  of Regulation S-B. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  three  month periods ended March 31, 2002 and 2001 are not necessarily
     indicative  of  the  results  that  may be expected for the respective full
     years.

     A  summary  of  the  Company's  significant  accounting  policies and other
     information  necessary  to  understand these consolidated interim financial
     statements  is  presented in the Company's audited financial statements for
     the  years  ended  December  31,  2001 and 2000. Accordingly, the Company's
     audited  financial  statements  should  be  read  in  connection with these
     financial  statements.


4.   GOING  CONCERN  CONSIDERATIONS
     ------------------------------

     Since  its  inception,  the  Company  has  suffered  recurring  losses from
     operations  and  has  been  dependent  on  existing  stockholders  and  new
     investors  to  provide the cash resources to sustain its operations. During
     the  years  ended  December  31,  2001  and  2000, the Company did not have
     significant operations, but remained in a negative financial position based
     on  negative  prior  year  operations.


                                      F-7
<PAGE>
                        NATIONAL EQUITIES HOLDINGS, INC.

                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                          NOTES TO FINANCIAL STATEMENTS

                                   __________


4.   GOING  CONCERN  CONSIDERATIONS,  CONTINUED
     ------------------------------------------

     The  Company's  negative operating results from prior years have produced a
     working  capital  deficit  of  $(698,565)  and  a  stockholders' deficit of
     $(698,565)  at  December  31,  2001.  Additionally, the Company is severely
     delinquent  on various accounts payable. Management is working with vendors
     to  resolve old outstanding balances, however, the results of these actions
     cannot  be  predicted.  These  factors  raise  substantial  doubt about the
     Company's  ability  to  continue  as  a  going  concern.

     The Company's future strategic plans are currently being developed, but may
     include  private  placements of the Company's common stock and the exchange
     of  common  stock  for  settlement  of  vendor  accounts.  There  can be no
     assurance  that any of the plans developed by the Company will produce cash
     flows  sufficient  to  overcome  current  liquidity  problems.

     The  Company's  long-term  viability  as  a  going  concern is dependent on
     certain  key  factors,  as  follows:

     -    The  Company's ability to obtain adequate sources of outside financing
          to  support  its emergence from bankruptcy proceedings and its efforts
          to  move  forward  with  oil  and  gas  exploration  and  production
          activities.

     -    The  Company's  ability to locate, prove and produce from economically
          viable  oil  and  gas  reserves.

     -    The Company's ability to ultimately achieve adequate profitability and
          cash  flows  to  sustain  continuing  operations.


5.   INCOME  TAXES
     -------------

     The Company has incurred losses since its inception and, therefore, has not
     been subject to federal income taxes. As of March 31, 2002, the Company had
     net  operating  loss  ("NOL")  carryforwards  for  income  tax  purposes of
     approximately  $10,000,000  which expire in various tax years through 2021.
     Under the provisions of Section 382 of the Internal Revenue Code, ownership
     changes  in  the  Company in 1997 and again in 2001 will severely limit the
     Company's  ability to utilize its NOL carryforward to reduce future taxable
     income and related tax liabilities. Additionally, because United States tax
     laws  limit  the time during which NOL carryforwards may be applied against
     future  taxable income, the Company may be unable to take full advantage of
     its NOL for federal income tax purposes should the Company generate taxable
     income.


                                      F-8
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

The financial statements of the company are set forth beginning on page F-1.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion should be read in conjunction with our unaudited
consolidated interim financial statements and related notes thereto included in
this quarterly report and in our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31,
2001. Certain statements in the following MD&A are forward looking statements.
Words such as "expects", "anticipates", "estimates" and similar expressions are
intended to identify forward looking statements. Such statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those projected.

GENERAL

The company experienced dramatic changes during the fiscal year ended 2001. The
Company was restructured after settlement of legal disputes and the dismissal of
Chapter 7 Bankruptcy proceedings. The restructuring plan involved a change in
company control, a change in management, divestiture of uneconomical oil and
natural gas properties, a significant write off of impaired assets and a change
in company focus. The Company has completed all of these steps, but has not
initiated new continuing operating activities . The Company is a development
stage enterprise because it currently has no significant operations or assets
and is devoting substantially all its efforts to a search for capital resources
and business development activities. The Company reported no revenue in 2001 or
2000.

RESULTS OF OPERATIONS

There were no operations and we incurred no debt in the quarter ended March 31,
2002. Additionally, there were no changes to the balance sheet and other
financial statements compared to the previous year including the quarter ended
March 31, 2001 compared to the quarter ended March 31, 2002.

The Company is currently a development stage corporation. Our business plan
includes focusing on oil and natural gas investments for 2002 and the
foreseeable future. The Company is in a start-up phase and has no material
amount of funds from which we can satisfy any cash requirements to commence
operations. There has been no revenue for the past two years. Our year-end
financial statements and the report of our independent auditor contain a going
concern qualification. This means that because we have had little or no
operations to date, and because we have little or no tangible assets or
financial resources, and have incurred losses since inception, there is
substantial doubt about our ability to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

During the year ended December 31, 2001 based on limited operations we are in a
negative financial position with both negative working capital and a
stockholders' deficit of $698,565 at March 31, 2002.


                                                                          Page 3
<PAGE>
The Company has no assets or liabilities owed incurred subsequent to the
restructuring. The Company needs approximately $30,000 to sustain its operations
through the year. We anticipate the need to raise these funds, either by
borrowing the funds or through equity financing, in order to commence principal
operations.

GOING CONCERN

The Company's negative operating results from prior years have produced a
working capital deficit of $(698,565) and a stockholders' deficit of $(698,565)
at December 31, 2001. Additionally, the Company is severely delinquent on
various accounts payable. Management is working with vendors to resolve old
outstanding balances, however, the results of these actions cannot be predicted.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.

The Company's future strategic plans are currently being developed, but may
include private placements of the Company's common stock and the exchange of
common stock for settlement of vendor accounts. There can be no assurance that
any of the plans developed by the Company will produce cash flows sufficient to
overcome current liquidity problems.

The Company's long-term viability as a going concern is dependent on certain key
factors, as follows:

     -    The Company's ability to obtain adequate sources of outside financing
          to support its efforts to move forward with oil and gas exploration
          and production activities.
     -    The Company's ability to locate, prove and produce from economically
          viable oil and gas reserves.
     -    The Company's ability to ultimately achieve adequate profitability and
          cash flows to sustain continuing operations.

FORWARD-LOOKING INFORMATION-GENERAL

The statements contained herein and other information contained in this report
may be based, in part, on management's estimates, projections, plans and
judgments. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. In this report, the words
"anticipates", "believes", "expects", "intends", "future", "plans", "targets"
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on the forward-looking statements
contained herein. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that may arise
after the date hereof. Additionally, these statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including, but not limited to, the Company's dependence on limited cash
resources, its dependence on certain key personnel within the Company, and its
ability to raise additional capital. The Company's ability to generate long-term
value for the common stockholder is dependent upon the acquisition of profitable
energy prospects. There are many companies participating in the oil and gas
industry, many with resources greater than the Company. Greater competition for
profitable operations can increase prices and make it more difficult to acquire
assets at reasonable multiples of cash flow. The Company believes that it will
be able to compete in this environment and will be able to find attractive
investments; however, it is not possible to predict competition or the effect
this will have on the Company's operations. The Company's operations are also
significantly affected by factors, which are outside the


                                                                          Page 4
<PAGE>
control of the Company, including the prices of oil and natural gas,
environmental and governmental regulations. Accordingly, actual results may
differ, possibly materially, from the predictions contained herein.

ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Bill Knollenberg, our President, Chairman of the Board, Chief Financial Officer
and Director, has concluded that our disclosure controls and procedures are
appropriate and effective. He has evaluated these controls and procedures as of
a date within 90 days of the filing date of this report on Form 10-QSB. There
were no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


                                     PART II

Pursuant to the Instructions on Part II of the Form 10-QSB, Items 1, 3, and 5
are omitted.

ITEM  2.  CHANGES  IN  SECURITIES

The following information sets forth certain information for all securities the
Company issued from January 1, 2002 through March 31, 2002, in transactions
without registration under the Act. There were no underwriters in any of these
transactions, nor were any sales commissions paid thereon. The securities were
issued pursuant to Section 4(2) of the Act. None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None


                                                                          Page 5
<PAGE>
SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the undersigned has duly caused this Form 10-QSB to be signed on
its behalf by the undersigned, there unto duly authorized, in the City of
Houston, Texas, on April 8, 2003.

NATIONAL EQUITIES HOLDINGS, INC.



By: /s/ Bill Knollenberg                                     Date: April 8, 2003
    ------------------------------------
    Bill Knollenberg,
    President, Chairman of the Board and
    Chief Financial Officer


                                                                          Page 6
<PAGE>
CERTIFICATIONS

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Bill Knollenberg, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of National Equities
     Holdings, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: April 8, 2003
/s/ Bill Knollenberg
--------------------
Bill Knollenberg
President


                                                                          Page 7
<PAGE>
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Bill Knollenberg, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of National Equities
     Holdings, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: April 8, 2003
/s/ Bill Knollenberg
--------------------
Bill Knollenberg
Chief Financial Officer


                                                                          Page 8
<PAGE>
Certification of President and Principal Financial Officer of National Equities
-------------------------------------------------------------------------------
Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 1992 and
----------------------------------------------------------------------------
Section 1350 of 18 U.S.C. 63.
-----------------------------

I, Bill Knollenberg, the President and Chief Financial Officer of National
Equities Holdings, Inc. hereby certify that to my knowledge, National Equities
Corporation's periodic report on Form 10-QSB for the period ended March 31,
2002, fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in the periodic
report on Form 10-QSB and the financial statements contained therein fairly
presents, in all material respects, the financial condition and results of the
operations of National Equities Corporation.

Date: April 8, 2003                       /s/   Bill Knollenberg
                                                ----------------
                                                Bill Knollenberg,
                                                President of
                                                National Equities Corporation





Certification of President and Principal Financial Officer of National Equities
-------------------------------------------------------------------------------
Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 1992 and
----------------------------------------------------------------------------
Section 1350 of 18 U.S.C. 63.
-----------------------------

I, Bill Knollenberg the President and Chief Financial Officer of National
Equities Holdings, Inc. hereby certify that to my knowledge, National Equities
Corporation's periodic report on Form 10-QSB for the period ended March 31,
2002, fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in the periodic
report on Form 10-QSB and the financial statements contained therein fairly
presents, in all material respects, the financial condition and results of the
operations of National Equities Corporation.

Date: April 8, 2003                       /s/   Bill Knollenberg
                                                ----------------
                                                Bill Knollenberg,
                                                Chief Financial Officer of
                                                National Equities Corporation


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