<PAGE>

 ===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                      NATIONAL MANAGEMENT CONSULTING, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                22-3360133
            --------                                 ---------
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

                          545 Madison Avenue, 6th Floor
                            New York, New York 10022
                       -----------------------------------
               (Address of Principal Executive Office) (Zip Code)

                         Commission File No.: 000-28459

                           Various Compensation Plans
                                -----------------
                            (Full title of the plan)

                            Steven A. Horowitz, Esq.
                          545 Madison Avenue, 6th Floor
                            New York, New York 10022
                        ---------------------------------
                     (Name and address of agent for service)

                                 (516) 683-1500
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==================================================================================================
                                            Proposed          Proposed
Title of                   Amount           Maximum           Maximum                 Amount of
Securities to              to be            Offering Price    Aggregate               Registration
Be Registered              Registered       Per Share (1)     Offering Price (1)      Fee
----------------           ---------        ----------        -----------------       ---------
<S>                        <C>              <C>              <C>                       <C>
Common Stock,              242,500          $2.95             $715,375                  $65.82
par value $.0001
per share
-----------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on July 17, 2003.
================================================================================

</TABLE>



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.


ITEM 2.  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Registrant will provide without charge to each person to whom a copy of
a Section  10(a)  Prospectus  hereunder is  delivered,  upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Steven A. Horowitz,  National Management  Consulting,  Inc., 545 Madison Avenue,
6th Floor, New York, New York 10022.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
         -----------------------------------------------

         The following  documents  previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

         1. National Management Consulting,  Inc.'s Annual Report on Form 10-KSB
for the year ended September 30, 2002;

         2. National  Management  Consulting,  Inc.'s  Quarterly  Report on Form
10-QSB for the quarter ended March 31, 2003; and

         3. All reports filed by  Registrant  pursuant to Section 13(a) or 15(d)
of the Exchange Act since September 5, 1997.

         All documents filed by National Management  Consulting,  Inc., pursuant
to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act subsequent to the date of
this prospectus and prior to the  termination of this offering,  shall be deemed
to  be  incorporated  by  reference  into  this   prospectus.   Any  information
incorporated  by reference  shall be modified or superseded  by any  information
contained  in this  prospectus  or in any other  document  filed  later with the
Commission,  which modifies or supersedes such information. Any information that
is  modified  or  superseded  shall  become  a part  of this  prospectus  as the
information has been so modified or superseded.


                                        2


<PAGE>





         We will provide  without  charge to each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that has been  incorporated  by reference  in this  prospectus
(excluding  exhibits  unless such  exhibits  are  specifically  incorporated  by
reference  into such  documents).  Please  direct such requests to Mr. Steven A.
Horowitz,  c/o National  Management  Consulting,  Inc., 545 Madison Avenue,  6th
Floor, New York 10022, (516) 683-1500.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act after the date of this
Registration  Statement and prior to the time a  post-effective  amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

         Any statement  contained in any document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified or  superseded,  to  constitute  a part of this  Registration
Statement.


ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------
         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------
         Not Applicable


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------
         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware  General  Corporation  Law (the "DGCL"),  which  provides that a
corporation may indemnify any person,  including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of such corporation),  by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or is or  was  serving  at  the  request  of  such
corporation as an officer,  director,  employee, or agent of another corporation
or enterprise.  The indemnity may include expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer,  director,  employee,  or agent  acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests

                                        3


<PAGE>



and, with respect to criminal  proceedings,  had no reasonable  cause to believe
that his conduct was unlawful.  Section 145 of the DGCL provides  further that a
Delaware  corporation may indemnify officers and directors in an action by or in
the  right  of the  corporation  under  the  same  conditions,  except  that  no
indemnification  is  permitted  without  judicial  approval  if the  officer  or
director  is  adjudged  to be liable to the  corporation.  Where an  officer  or
director is  successful  on the merits or otherwise in the defense of any action
referred to above or any claim  therein,  the  corporation  must  indemnify  him
against the  expenses  that such  officer or director  actually  and  reasonably
incurred.   The  certificate  of  incorporation  of  the  Company  provides  for
indemnification  of its officers and  directors to the full extent  permitted by
the DGCL.

         The  certificate of  incorporation  also provides that directors of the
Company  will not be  personally  liable for  monetary  damages  for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its  shareholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) for unlawful  payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------
         Not applicable


ITEM 8.  EXHIBITS.
         --------
3.1      Articles of Incorporation of the Company, as amended (1)
3.2      By-laws of the Company, as amended (1)
5.1      Opinion of Michael S. Krome, Esq. (2)
23.1     Consent of Aaron Stein, CPA, Independent Auditor (2)
24.1     Consent of Michael S. Krome (included in Exhibit 5.2)

(1)      Incorporated  by reference  from the Company's  Amended  Report on Form
         10-SB,  filed with the  Commission on December 10, 1999, and as amended
         thereafter, and incorporated herein by reference.
(2)      Filed herewith


ITEM 9.  UNDERTAKINGS.

         The undersigned the Company hereby undertakes:
         (a)(1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date  of the  registration  statement(or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

                                        4




<PAGE>





          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  pubic  policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement to be signed on its behalf by the undersigned,  hereunto
duly authorized, in the County of Suffolk, State of New York on July 21, 2003.

                                           National Management Consulting, Inc.

                                           By: /s/ Steven A. Horowitz
                                           ------------------------------
                                           Steven A. Horowitz

                                        5

<PAGE>


KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints  Steven A. Horowitz,  his  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated:

Signature                           Title                         Date
----------                          -----                         ----
(1)  Principal Executive

/s/      Steven A. Horowitz        President                     July 21, 2003
--------------------------------
         Steven A. Horowitz

(2)  Directors

/s/      Steven A. Horowitz        Director                      July 21, 2003
--------------------------------
         Steven A. Horowitz


/s/      Andrew J. Schenker        Director                      July 21, 2003
--------------------------------
         Andrew J. Schenker



                                        6
<PAGE>



EXHIBIT INDEX
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------

3.3      Articles of Incorporation of the Company, as amended (1)
3.4      By-laws of the Company, as amended (1)
5.1      Opinion of Michael S. Krome, Esq. (2)
23.1     Consent of Aaron Stein, CPA, Independent Auditor (2)
24.2     Consent of Michael S. Krome (included in Exhibit 5.2)

(1)  Incorporated by reference from the Company's  Amended Report on Form 10-SB,
     filed with the Commission on April 14, 2000, and as amended thereafter, and
     incorporated herein by reference.

(2)  Filed herewith





                                        7
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 17716}]
{"company-data": {"conformed-name": "NATIONAL MANAGEMENT CONSULTANTS INC", "cik": "0001100779", "assigned-sic": "4210", "irs-number": "223360133", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107209", "film-number": "03795002"}, "business-address": {"street1": "150 BROADHOLLOW ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "631-385-6200"}, "mail-address": {"street1": "150 BROADHOLLOW ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": [{"former-conformed-name": "UNIVERSAL MEDIA HOLDINGS INC", "date-changed": "20000414"}, {"former-conformed-name": "NET TRONICS COMMUNICATIONS CORP", "date-changed": "19991209"}]}
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                      NATIONAL MANAGEMENT CONSULTING, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                22-3360133
            --------                                 ---------
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

                          545 Madison Avenue, 6th Floor
                            New York, New York 10022
                       -----------------------------------
               (Address of Principal Executive Office) (Zip Code)

                         Commission File No.: 000-28459

                           Various Compensation Plans
                                -----------------
                            (Full title of the plan)

                            Steven A. Horowitz, Esq.
                          545 Madison Avenue, 6th Floor
                            New York, New York 10022
                        ---------------------------------
                     (Name and address of agent for service)

                                 (516) 683-1500
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                            Proposed          Proposed
Title of                   Amount           Maximum           Maximum                 Amount of
Securities to              to be            Offering Price    Aggregate               Registration
Be Registered              Registered       Per Share (1)     Offering Price (1)      Fee
----------------           ---------        ----------        -----------------       ---------
Common Stock,              242,500          $2.95             $715,375                  $65.82
par value $.0001
per share
-----------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on July 17, 2003.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.

ITEM 2.  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Registrant will provide without charge to each person to whom a copy of
a Section  10(a)  Prospectus  hereunder is  delivered,  upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Steven A. Horowitz,  National Management  Consulting,  Inc., 545 Madison Avenue,
6th Floor, New York, New York 10022.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
         -----------------------------------------------

         The following  documents  previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

         1. National Management Consulting,  Inc.'s Annual Report on Form 10-KSB
for the year ended September 30, 2002;

         2. National  Management  Consulting,  Inc.'s  Quarterly  Report on Form
10-QSB for the quarter ended March 31, 2003; and

         3. All reports filed by  Registrant  pursuant to Section 13(a) or 15(d)
of the Exchange Act since September 5, 1997.

         All documents filed by National Management  Consulting,  Inc., pursuant
to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act subsequent to the date of
this prospectus and prior to the  termination of this offering,  shall be deemed
to  be  incorporated  by  reference  into  this   prospectus.   Any  information
incorporated  by reference  shall be modified or superseded  by any  information
contained  in this  prospectus  or in any other  document  filed  later with the
Commission,  which modifies or supersedes such information. Any information that
is  modified  or  superseded  shall  become  a part  of this  prospectus  as the
information has been so modified or superseded.

                                        2
We will provide  without  charge to each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that has been  incorporated  by reference  in this  prospectus
(excluding  exhibits  unless such  exhibits  are  specifically  incorporated  by
reference  into such  documents).  Please  direct such requests to Mr. Steven A.
Horowitz,  c/o National  Management  Consulting,  Inc., 545 Madison Avenue,  6th
Floor, New York 10022, (516) 683-1500.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act after the date of this
Registration  Statement and prior to the time a  post-effective  amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

         Any statement  contained in any document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified or  superseded,  to  constitute  a part of this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------
         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------
         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------
         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware  General  Corporation  Law (the "DGCL"),  which  provides that a
corporation may indemnify any person,  including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of such corporation),  by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or is or  was  serving  at  the  request  of  such
corporation as an officer,  director,  employee, or agent of another corporation
or enterprise.  The indemnity may include expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer,  director,  employee,  or agent  acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests

                                        3
and, with respect to criminal  proceedings,  had no reasonable  cause to believe
that his conduct was unlawful.  Section 145 of the DGCL provides  further that a
Delaware  corporation may indemnify officers and directors in an action by or in
the  right  of the  corporation  under  the  same  conditions,  except  that  no
indemnification  is  permitted  without  judicial  approval  if the  officer  or
director  is  adjudged  to be liable to the  corporation.  Where an  officer  or
director is  successful  on the merits or otherwise in the defense of any action
referred to above or any claim  therein,  the  corporation  must  indemnify  him
against the  expenses  that such  officer or director  actually  and  reasonably
incurred.   The  certificate  of  incorporation  of  the  Company  provides  for
indemnification  of its officers and  directors to the full extent  permitted by
the DGCL.

         The  certificate of  incorporation  also provides that directors of the
Company  will not be  personally  liable for  monetary  damages  for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its  shareholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) for unlawful  payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------
         Not applicable

ITEM 8.  EXHIBITS.
         --------
3.1      Articles of Incorporation of the Company, as amended (1)
3.2      By-laws of the Company, as amended (1)
5.1      Opinion of Michael S. Krome, Esq. (2)
23.1     Consent of Aaron Stein, CPA, Independent Auditor (2)
24.1     Consent of Michael S. Krome (included in Exhibit 5.2)

(1)      Incorporated  by reference  from the Company's  Amended  Report on Form
         10-SB,  filed with the  Commission on December 10, 1999, and as amended
         thereafter, and incorporated herein by reference.
(2)      Filed herewith

ITEM 9.  UNDERTAKINGS.

         The undersigned the Company hereby undertakes:
         (a)(1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date  of the  registration  statement(or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

                                        4
(iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  pubic  policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement to be signed on its behalf by the undersigned,  hereunto
duly authorized, in the County of Suffolk, State of New York on July 21, 2003.

                                           National Management Consulting, Inc.

                                           By: /s/ Steven A. Horowitz
                                           ------------------------------
                                           Steven A. Horowitz

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KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints  Steven A. Horowitz,  his  attorney-in-fact  and agent,
with full power of  substitution,  for him and in his name,  place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated:

Signature                           Title                         Date
----------                          -----                         ----
(1)  Principal Executive

/s/      Steven A. Horowitz        President                     July 21, 2003
--------------------------------
         Steven A. Horowitz

(2)  Directors

/s/      Steven A. Horowitz        Director                      July 21, 2003
--------------------------------
         Steven A. Horowitz

/s/      Andrew J. Schenker        Director                      July 21, 2003
--------------------------------
         Andrew J. Schenker

                                        6
EXHIBIT INDEX
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------

3.3      Articles of Incorporation of the Company, as amended (1)
3.4      By-laws of the Company, as amended (1)
5.1      Opinion of Michael S. Krome, Esq. (2)
23.1     Consent of Aaron Stein, CPA, Independent Auditor (2)
24.2     Consent of Michael S. Krome (included in Exhibit 5.2)

(1)  Incorporated by reference from the Company's  Amended Report on Form 10-SB,
     filed with the Commission on April 14, 2000, and as amended thereafter, and
     incorporated herein by reference.

(2)  Filed herewith

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