As filed with the Securities and Exchange Commission on August 20, 2001
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              NATIONAL BEAUTY CORP.
               (Exact Name of Company as Specified in its Charter)

                                Nevada 13-3422912
                  (State or other jurisdiction of (IRS Employer
              incorporation or organization) Identification Number)

              4818 W. Commercial Blvd. Ft. Lauderdale Florida 33319
               (Address of principal executive offices) (Zip code)

         Company's telephone number, including area code: (954) 717-8680
     -----------------------------------------------------------------------

                      National Beauty Corp. 2001 Stock Plan
                            (Full title of the plan)
     -----------------------------------------------------------------------

                            Capitol Document Services
                           202 South Minnesota Street
                             Carson City, NV  89703
                     (Name and address of agent for service)

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
     -----------------------------------------------------------------------

                    Copy to: Hamilton, Lehrer & Dargan, P.A.

                       Attn: Brenda Lee Hamilton, Esquire
                      555 South Federal Highway, Suite 270
                            Boca Raton, Florida 33432
                                 (561) 416-8956


     -----------------------------------------------------------------------

                         CALCULATION  OF  REGISTRATION  FEE

<TABLE>
<CAPTION>


====================  =================  ==================== ================== ===================
<S>                    <C>              <C>                   <C>                 <C>
Title  of  securities  Amount  to  be   Proposed  maximum     Proposed  maximum   Amount  of
to  be  registered     registered(1)    offering  price  per  aggregate  offering registration  fee
                                        share(2)              price

Common  stock  par
 value  $.001  per     210,000                     $3.40          $714,000         $178.50
 share

====================  =================  ==================== ================== ===================
Total                  210,000                     $3.40          $714,000          $178.50

</TABLE>




 (1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act")the number of shares of common stock, par value $.001 per share
(the "Common Stock") of National Beauty Corp., which we are registering shall be
adjusted  to include any additional shares which may become issuable as a result
of  stock  splits,  stock  dividends,  or  similar  transactions.

(2)  Estimated  solely  for  calculating  the  amount  of  the registration fee,
pursuant  to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933
(the  "Securities Act"). Based upon the average of the bid and ask of our Common
Stock  on  August  14,  2001  as  listed on the Over the Counter Bulletin Board.

PART  I

Item  1.  Plan  Information.
We  will  provide  the  information  specified  in  Item  1  of  Rule 428 of the
Securities  Act  of  1933  to  each  plan  participant.  We are not filing these
documents  as  part  of  this  registration  statement  or  as  prospectuses  or
prospectus  supplements  in  accordance  with  the  rules and regulations of the
Securities  and  Exchange  Commission.

Item  2.  Company  Information  and  Annual  Plan  Information.

We  will  provide  the  information  specified  in  Item 1 of Rule 428(b) of the
Securities  Act  of  1933  to  each  plan  participant.  We are not filing these
documents  as  part  of  this  registration  statement  or  as  prospectuses  or
prospectus  supplements  in  accordance  with  the  rules and regulations of the
Securities  and  Exchange  Commission.

PART  II  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE

We have filed with the Securities and Exchange Commission (the "Commission") the
following  documents  which are incorporated by reference into this Registration
Statement:

 (a)  Our  Annual  Report  on Form 10-KSB for the fiscal year ended December 31,
2000,  which  was  filed with the Securities and Exchange Commission on April 2,
2001;

(b)  Our  Quarterly  Report  on  Form  10-QSB  for  the quarter ending March 31,
2001,which was filed with the Securities and Exchange Commission on May 11,2001,
and  our  Quarterly Report on Form 10-QSB for the quarter ending  June 30, 2001,
which  was filed with the Securities and Exchange Commission on August 14, 2001;

(c)  Our  Articles  of  Incorporation  and  Amendments  thereto, and our Bylaws;

(d)  Our  Form  10-SB,  specifically  including the description of the Company's
class  of  securities  registered  in  the  Form  10-SB,  as  amended, which was
effective under the Exchange Act as of August 23, 1999.  Any statement contained
in  a  document  incorporated  or  deemed to be incorporated by reference herein
shall  be  deemed to be modified or superseded for purposed 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  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  Registration  Statement.

(e)  In  addition, all documents which  we filed with the Commission pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of  this  Registration  Statement  and  prior  to the filing of a post-effective
amendment  which indicates that all the securities offered hereby have been sold
or  which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents with the Commission. Any statement
contained  in  a document incorporated by reference herein shall be deemed to be
modified  or  superseded  for  purposes  hereof  to  the extent that a statement
contained  herein  (or  in  any  other subsequently filed document which also is
incorporated  by  reference  herein)  modifies or supersedes such statement. Any
statement  so  modified  or  superseded shall not be deemed to constitute a part
hereof  except  as  so  modified  or  superseded.

Item  4.  DESCRIPTION  OF  SECURITIES

The  class  of  securities  to  be  offered  hereby  is subject to the reporting
requirements  of  the  Securities  Exchange  Act  of  1934,  as  amended. We are
authorized  to issue 100,000,000 shares of common stock, of which 573,000 shares
are  issued  and  outstanding.  We  have  24  holders  of  our  common  stock.

We  are  authorized  to  issue  50,000,000  shares  of preferred stock, of which
950,000  shares  are  issued  and  outstanding.  These  preferred  shares  are
convertible  at  anytime  into 9,500,000 shares of our common stock. We have two
holders  of  our preferred stock. 475,000 shares of our preferred stock are held
by Ed  Roth our president and director and 475,000 shares of our preferred stock
are  held  by  Alisha  Roth  our  Vice-President  and  Director.  Each  share of
preferred  stock is convertible into 10 shares of common stock . Upon conversion
of these outstanding preferred shares, the common stock held by our shareholders
diluted  and  their percentage of ownership of our common stock will be reduced.
Any shares of
common  stock  not  issued as a result of conversion of the preferred shares are
not  subject  to  adjustment be reason of reverse or forward stock splits of the
company's  common  stock.

Holders  of  our  common stock are entitled to one vote per share on each matter
submitted  to vote at any meeting of shareholders. Shares of common stock do not
carry  cumulative  voting  rights  and  therefore,  holders of a majority of the
outstanding  shares  of  common  stock will be able to elect the entire board of
directors  and,  if they do so, minority shareholders would not be able to elect
any  members  to  the  board of directors. Our Board of Directors has authority,
without  action  by  our  shareholders,  to  issue  all  or  any  portion of the
authorized  but  unissued  shares  of  common  stock,  which  would reduce their
percentage  of  ownership  of  our  common stock and which would dilute the book
value  of  the  common  stock.

Our  shareholders  have  no  preemptive  rights  to acquire additional shares of
common  stock.  Our  common  stock  is  not subject to redemption and carries no
subscription  or  conversion rights. In the event of liquidation, the holders of
shares  of  common stock are entitled to share equally in corporate assets after
the  satisfaction  of  all  liabilities. Holders of common stock are entitled to
receive  such  dividends as the board of directors may from time to time declare
out  of  funds  legally  available  for  the  payment  of  dividends.

During  the last two fiscal years, we have not paid cash dividends on our common
stock and we do not anticipate that we will pay cash dividends inthe foreseeable
future.

 Item  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

The  legality of the securities offered hereby has been passed upon by Hamilton,
Lehrer & Dargan, P.A. Members of Hamilton, Lehrer & Dargan, P.A. hold 10,000
shares  of  our  common  stock.

Item  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

We  shall  indemnify  to  the  fullest  extent  permitted  by, and in the manner
permissible  under  the  laws  of  the  State  of  Nevada,  any  person made, or
threatened  to  be  made,  a party to an action or proceeding, whether criminal,
civil,  administrative or investigative, by reason of the fact that he is or was
a  director  or  officer, or served any other enterprise as director, officer or
employee  at our request.  The Board of Directors, in its discretion, shall have
the  power  on  our  behalf  to  indemnify  any person, other than a director or
officer,  made  a  party to any action, suit or proceeding by reason of the fact
that  he/she  is  or  was  an  employee.

Section  78.7502  of  the  Nevada  Revised Statutes ("NRS") provides that Nevada
corporations may limit, through indemnification, the personal liability of their
directors  or  officers  in  actions, claims or proceedings brought against such
person  by  reason  of  that  person's current or former status as an officer or
director  of the corporation.  We may indemnify our directors or officers if the
person  acted  in good faith and in a manner the person reasonably believed was,
at least, not opposed to the best interests of the corporation.  In the event of
a  criminal action or proceeding, indemnification is not available if the person
had  reasonable  cause  to  believe  their  action  was  unlawful.

Further,  in  an  action  brought  by  us  or in our right, if the person, after
exhaustion  of  all appeals, is found to be liable to us, or if the person makes
payment  to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably  entitled  to indemnification.  Such discretionary indemnification is
available  only  as authorized on a case-by-case basis by: (1) the stockholders;
(2)  a  majority  of a quorum of the Board of Directors consisting of members of
the  Board  who  were  not  parties  to the action, suit or proceeding; (3) if a
majority  of  a  quorum  of  the Board of Directors consisting of members of the
board  who  were  not  parties  to  the action, suit or proceeding so orders, by
independent  legal counsel in a written opinion; or (4) if a quorum of the Board
of  Directors  consisting  of  members  of the Board who were not parties to the
action  cannot  be  obtained, by independent legal counsel in a written opinion.

To the extent that our director or officer is successful in defending against an
action,  suit  or  proceeding brought against that person as a result of his/her
current or former status as an officer or director, we must indemnify the person
against  all  expenses  actually  and  reasonably  incurred  by  the  person  in
connection  with  his/her defense. Nevada law also allows Nevada corporations to
advance  expenses  of  officers  and  directors incurred in defending a civil or
criminal  action  as  they are incurred, upon receipt of an undertaking by or on
behalf  of  the  director  or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not  entitled  to  be  indemnified  by  the  corporation because such officer or
director  did not act in good faith and in a manner reasonably believed to be in
or  not  opposed  to  the  best  interests  of  the  corporation.

Section  78.751 of the NRS provides that any indemnification provided for by NRS
78.7502 (by court order or otherwise) shall not be deemed exclusive of any other
rights  to  which  the  indemnified  party may be entitled and that the scope of
indemnification  shall  continue  as to directors or officers who have ceased to
hold  such  positions  and  to  their  heirs,  executors  and  administrators.

Section  78.752  of  the  NRS allows corporations to provide insurance, or other
financial  arrangements such as a program of self-insurance, for their directors
or  officers.  Such  insurance  may  provide coverage for any liability asserted
against  the person and liability and expenses incurred by the person in his/her
capacity  as  a  director  or  officer  or  arising out of their status as such,
whether or not the corporation has the authority to indemnify the person against
such  liability  and  expenses.  However,  no  financial  arrangement made under
Section  78.752  may  provide  protection  for  a  person adjudged by a court of
competent  jurisdiction, after exhaustion of all appeals therefrom, to be liable
for  intentional  misconduct,  fraud  or a knowing violation of law, except with
respect  to  the  advancement of expenses or indemnification ordered by a court.

Our By-laws provide for the indemnification of our directors and officers to the
maximum extent provided by law.  It is the position of the SEC and certain state
securities  administrators  that  any  attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is  contrary  to  public  policy  and  therefore  unenforceable.

Item  8.  EXHIBITS

Exhibit  No.         Description  of  Exhibits
------------         -------------------------
5                    Opinion  of  Hamilton,  Lehrer  &  Dargan,  P.A.
10.1                 National  Beauty  Corp  Non-qualified  2001  Stock  Plan
10.2                 Agreement  with  Hamilton,  Lehrer  &  Dargan,  P.A.
23.2                 Consent  of  Perella  &  Associates,  CPA

Item  9.  UNDERTAKINGS

We  hereby  undertake:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement;
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of  1933;
(b) 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, represent a fundamental change
in  the  information  set  forth  in  the  registration  statement;  and
(c) 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.

We  undertake the above, provided, however, that paragraphs (1)(a) and (1)(b) do
not  apply  if  the  registration  statement  is on Form S-3 or Form S-8 and the
information  required  to  be  included  in  a  post-effective amendment by this
paragraphs  is  contained in periodic reports filed by us pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference  in  the  registration  statement.

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  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.

(4)  That, for purposes of determining any liability under the Securities Act of
1933,  each  of our annual reports pursuant to Section 13(a) or Section 15(d) of
the  Securities  Exchange  Act  of 1934 and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934  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.

(5)  To  deliver or cause to be delivered with the prospectus, to each person to
whom  the  prospectus  is  sent  or  given, the latest annual report to security
holders  that  is  incorporated  by  reference  in  the prospectus and furnished
pursuant  to  and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act  of  1934;  and,  where  interim financial information
required  to be presented by Item 310(b) of Registration S-B is not set forth in
the prospectus, to deliver, or cause to be delivered, to each person to whom the
prospectus  is  sent  or given, the latest quarterly report that is specifically
incorporated  by  reference  in the prospectus to provide such interim financial
information.

(6)  To deliver or cause to be delivered with the prospectus to each employee to
whom  the  prospectus is sent or given, a copy of the Company's annual report to
stockholders  for  its  last  fiscal  year,  unless such employee  otherwise has
received  a  copy  of such report, in which case the registration shall state in
the  prospectus  that  it will promptly furnish,  without charge, a copy of such
report  on  written  request  of  the  employee.   If our last fiscal year ended
within  120  days  prior to the use of the prospectus, our annual report for the
preceding  fiscal  year  may be so delivered, but within such 120-day period the
annual  report for the last fiscal year will be furnished to each such employee.

(7)  To  transmit  or  cause to be transmitted to all employees participating in
the  Plans  who  do not otherwise receive such material as our  stockholders, at
the  time and in the manner such material is sent to our stockholders, copies of
all  reports,  proxy  statements  and  other  communications  distributed to our
stockholders  generally.


                                   SIGNATURES

Pursuant  to  the requirements of the Securities Act of 1933, we certify that we
have  reasonable  grounds  to  believe  that we meet all of the requirements for
filing  the  Registration  Statement  on  Form  S-8  and  has  duly  caused this
registration  statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of  Fort  Laurderdale,  State  of  Florida

National  Beauty  Corp.
(Company)

By:  /s/  Ed  Roth
     -------------
Ed  Roth,  President  and  Chief  Executive  Officer------Dated  August 16, 2001

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


By:  /s/  Alisha  Roth-  Director-------Dated  August  16, 2001
     -----------------
Alisha  Roth-Director


By:  /s/  Mike  Bongiovani-  Director----------Dated  August  16, 2001
     ---------------------
Mike  Bongiovani-Director
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 20928}]
{"company-data": {"conformed-name": "BEAUTYMERCHANT COM INC", "cik": "0000821524", "assigned-sic": "6770", "irs-number": "133422912", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68112", "film-number": "1720935"}, "business-address": {"street1": "4818 WEST COMMERICAL BLVD", "city": "FT LAUDERDALE", "state": "FL", "zip": "33319", "phone": "9547335785"}, "mail-address": {"street1": "4818 WEST COMMERICAL BLVD", "city": "FT LAUDERDALE", "state": "FL", "zip": "33319"}, "former-company": [{"former-conformed-name": "ATR INDUSTRIES INC/NV/", "date-changed": "19990427"}, {"former-conformed-name": "TRI CAPITAL CORP /NV/", "date-changed": "19880427"}]}
As filed with the Securities and Exchange Commission on August 20, 2001
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              NATIONAL BEAUTY CORP.
               (Exact Name of Company as Specified in its Charter)

                                Nevada 13-3422912
                  (State or other jurisdiction of (IRS Employer
              incorporation or organization) Identification Number)

              4818 W. Commercial Blvd. Ft. Lauderdale Florida 33319
               (Address of principal executive offices) (Zip code)

         Company's telephone number, including area code: (954) 717-8680
     -----------------------------------------------------------------------

                      National Beauty Corp. 2001 Stock Plan
                            (Full title of the plan)
     -----------------------------------------------------------------------

                            Capitol Document Services
                           202 South Minnesota Street
                             Carson City, NV  89703
                     (Name and address of agent for service)

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
     -----------------------------------------------------------------------

                    Copy to: Hamilton, Lehrer & Dargan, P.A.

                       Attn: Brenda Lee Hamilton, Esquire
                      555 South Federal Highway, Suite 270
                            Boca Raton, Florida 33432
                                 (561) 416-8956

     -----------------------------------------------------------------------

                         CALCULATION  OF  REGISTRATION  FEE
====================  =================  ==================== ================== ===================
Title  of  securities  Amount  to  be   Proposed  maximum     Proposed  maximum   Amount  of
to  be  registered     registered(1)    offering  price  per  aggregate  offering registration  fee
                                        share(2)              price

Common  stock  par
 value  $.001  per     210,000                     $3.40          $714,000         $178.50
 share

====================  =================  ==================== ================== ===================
Total                  210,000                     $3.40          $714,000          $178.50
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act")the number of shares of common stock, par value $.001 per share
(the "Common Stock") of National Beauty Corp., which we are registering shall be
adjusted  to include any additional shares which may become issuable as a result
of  stock  splits,  stock  dividends,  or  similar  transactions.

(2)  Estimated  solely  for  calculating  the  amount  of  the registration fee,
pursuant  to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933
(the  "Securities Act"). Based upon the average of the bid and ask of our Common
Stock  on  August  14,  2001  as  listed on the Over the Counter Bulletin Board.

PART  I

Item  1.  Plan  Information.
We  will  provide  the  information  specified  in  Item  1  of  Rule 428 of the
Securities  Act  of  1933  to  each  plan  participant.  We are not filing these
documents  as  part  of  this  registration  statement  or  as  prospectuses  or
prospectus  supplements  in  accordance  with  the  rules and regulations of the
Securities  and  Exchange  Commission.

Item  2.  Company  Information  and  Annual  Plan  Information.

We  will  provide  the  information  specified  in  Item 1 of Rule 428(b) of the
Securities  Act  of  1933  to  each  plan  participant.  We are not filing these
documents  as  part  of  this  registration  statement  or  as  prospectuses  or
prospectus  supplements  in  accordance  with  the  rules and regulations of the
Securities  and  Exchange  Commission.

PART  II  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE

We have filed with the Securities and Exchange Commission (the "Commission") the
following  documents  which are incorporated by reference into this Registration
Statement:

 (a)  Our  Annual  Report  on Form 10-KSB for the fiscal year ended December 31,
2000,  which  was  filed with the Securities and Exchange Commission on April 2,
2001;

(b)  Our  Quarterly  Report  on  Form  10-QSB  for  the quarter ending March 31,
2001,which was filed with the Securities and Exchange Commission on May 11,2001,
and  our  Quarterly Report on Form 10-QSB for the quarter ending  June 30, 2001,
which  was filed with the Securities and Exchange Commission on August 14, 2001;

(c)  Our  Articles  of  Incorporation  and  Amendments  thereto, and our Bylaws;

(d)  Our  Form  10-SB,  specifically  including the description of the Company's
class  of  securities  registered  in  the  Form  10-SB,  as  amended, which was
effective under the Exchange Act as of August 23, 1999.  Any statement contained
in  a  document  incorporated  or  deemed to be incorporated by reference herein
shall  be  deemed to be modified or superseded for purposed 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  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  Registration  Statement.

(e)  In  addition, all documents which  we filed with the Commission pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of  this  Registration  Statement  and  prior  to the filing of a post-effective
amendment  which indicates that all the securities offered hereby have been sold
or  which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents with the Commission. Any statement
contained  in  a document incorporated by reference herein shall be deemed to be
modified  or  superseded  for  purposes  hereof  to  the extent that a statement
contained  herein  (or  in  any  other subsequently filed document which also is
incorporated  by  reference  herein)  modifies or supersedes such statement. Any
statement  so  modified  or  superseded shall not be deemed to constitute a part
hereof  except  as  so  modified  or  superseded.

Item  4.  DESCRIPTION  OF  SECURITIES

The  class  of  securities  to  be  offered  hereby  is subject to the reporting
requirements  of  the  Securities  Exchange  Act  of  1934,  as  amended. We are
authorized  to issue 100,000,000 shares of common stock, of which 573,000 shares
are  issued  and  outstanding.  We  have  24  holders  of  our  common  stock.

We  are  authorized  to  issue  50,000,000  shares  of preferred stock, of which
950,000  shares  are  issued  and  outstanding.  These  preferred  shares  are
convertible  at  anytime  into 9,500,000 shares of our common stock. We have two
holders  of  our preferred stock. 475,000 shares of our preferred stock are held
by Ed  Roth our president and director and 475,000 shares of our preferred stock
are  held  by  Alisha  Roth  our  Vice-President  and  Director.  Each  share of
preferred  stock is convertible into 10 shares of common stock . Upon conversion
of these outstanding preferred shares, the common stock held by our shareholders
diluted  and  their percentage of ownership of our common stock will be reduced.
Any shares of
common  stock  not  issued as a result of conversion of the preferred shares are
not  subject  to  adjustment be reason of reverse or forward stock splits of the
company's  common  stock.

Holders  of  our  common stock are entitled to one vote per share on each matter
submitted  to vote at any meeting of shareholders. Shares of common stock do not
carry  cumulative  voting  rights  and  therefore,  holders of a majority of the
outstanding  shares  of  common  stock will be able to elect the entire board of
directors  and,  if they do so, minority shareholders would not be able to elect
any  members  to  the  board of directors. Our Board of Directors has authority,
without  action  by  our  shareholders,  to  issue  all  or  any  portion of the
authorized  but  unissued  shares  of  common  stock,  which  would reduce their
percentage  of  ownership  of  our  common stock and which would dilute the book
value  of  the  common  stock.

Our  shareholders  have  no  preemptive  rights  to acquire additional shares of
common  stock.  Our  common  stock  is  not subject to redemption and carries no
subscription  or  conversion rights. In the event of liquidation, the holders of
shares  of  common stock are entitled to share equally in corporate assets after
the  satisfaction  of  all  liabilities. Holders of common stock are entitled to
receive  such  dividends as the board of directors may from time to time declare
out  of  funds  legally  available  for  the  payment  of  dividends.

During  the last two fiscal years, we have not paid cash dividends on our common
stock and we do not anticipate that we will pay cash dividends inthe foreseeable
future.

 Item  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

The  legality of the securities offered hereby has been passed upon by Hamilton,
Lehrer & Dargan, P.A. Members of Hamilton, Lehrer & Dargan, P.A. hold 10,000
shares  of  our  common  stock.

Item  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

We  shall  indemnify  to  the  fullest  extent  permitted  by, and in the manner
permissible  under  the  laws  of  the  State  of  Nevada,  any  person made, or
threatened  to  be  made,  a party to an action or proceeding, whether criminal,
civil,  administrative or investigative, by reason of the fact that he is or was
a  director  or  officer, or served any other enterprise as director, officer or
employee  at our request.  The Board of Directors, in its discretion, shall have
the  power  on  our  behalf  to  indemnify  any person, other than a director or
officer,  made  a  party to any action, suit or proceeding by reason of the fact
that  he/she  is  or  was  an  employee.

Section  78.7502  of  the  Nevada  Revised Statutes ("NRS") provides that Nevada
corporations may limit, through indemnification, the personal liability of their
directors  or  officers  in  actions, claims or proceedings brought against such
person  by  reason  of  that  person's current or former status as an officer or
director  of the corporation.  We may indemnify our directors or officers if the
person  acted  in good faith and in a manner the person reasonably believed was,
at least, not opposed to the best interests of the corporation.  In the event of
a  criminal action or proceeding, indemnification is not available if the person
had  reasonable  cause  to  believe  their  action  was  unlawful.

Further,  in  an  action  brought  by  us  or in our right, if the person, after
exhaustion  of  all appeals, is found to be liable to us, or if the person makes
payment  to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably  entitled  to indemnification.  Such discretionary indemnification is
available  only  as authorized on a case-by-case basis by: (1) the stockholders;
(2)  a  majority  of a quorum of the Board of Directors consisting of members of
the  Board  who  were  not  parties  to the action, suit or proceeding; (3) if a
majority  of  a  quorum  of  the Board of Directors consisting of members of the
board  who  were  not  parties  to  the action, suit or proceeding so orders, by
independent  legal counsel in a written opinion; or (4) if a quorum of the Board
of  Directors  consisting  of  members  of the Board who were not parties to the
action  cannot  be  obtained, by independent legal counsel in a written opinion.

To the extent that our director or officer is successful in defending against an
action,  suit  or  proceeding brought against that person as a result of his/her
current or former status as an officer or director, we must indemnify the person
against  all  expenses  actually  and  reasonably  incurred  by  the  person  in
connection  with  his/her defense. Nevada law also allows Nevada corporations to
advance  expenses  of  officers  and  directors incurred in defending a civil or
criminal  action  as  they are incurred, upon receipt of an undertaking by or on
behalf  of  the  director  or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not  entitled  to  be  indemnified  by  the  corporation because such officer or
director  did not act in good faith and in a manner reasonably believed to be in
or  not  opposed  to  the  best  interests  of  the  corporation.

Section  78.751 of the NRS provides that any indemnification provided for by NRS
78.7502 (by court order or otherwise) shall not be deemed exclusive of any other
rights  to  which  the  indemnified  party may be entitled and that the scope of
indemnification  shall  continue  as to directors or officers who have ceased to
hold  such  positions  and  to  their  heirs,  executors  and  administrators.

Section  78.752  of  the  NRS allows corporations to provide insurance, or other
financial  arrangements such as a program of self-insurance, for their directors
or  officers.  Such  insurance  may  provide coverage for any liability asserted
against  the person and liability and expenses incurred by the person in his/her
capacity  as  a  director  or  officer  or  arising out of their status as such,
whether or not the corporation has the authority to indemnify the person against
such  liability  and  expenses.  However,  no  financial  arrangement made under
Section  78.752  may  provide  protection  for  a  person adjudged by a court of
competent  jurisdiction, after exhaustion of all appeals therefrom, to be liable
for  intentional  misconduct,  fraud  or a knowing violation of law, except with
respect  to  the  advancement of expenses or indemnification ordered by a court.

Our By-laws provide for the indemnification of our directors and officers to the
maximum extent provided by law.  It is the position of the SEC and certain state
securities  administrators  that  any  attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is  contrary  to  public  policy  and  therefore  unenforceable.

Item  8.  EXHIBITS

Exhibit  No.         Description  of  Exhibits
------------         -------------------------
5                    Opinion  of  Hamilton,  Lehrer  &  Dargan,  P.A.
10.1                 National  Beauty  Corp  Non-qualified  2001  Stock  Plan
10.2                 Agreement  with  Hamilton,  Lehrer  &  Dargan,  P.A.
23.2                 Consent  of  Perella  &  Associates,  CPA

Item  9.  UNDERTAKINGS

We  hereby  undertake:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement;
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of  1933;
(b) 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, represent a fundamental change
in  the  information  set  forth  in  the  registration  statement;  and
(c) 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.

We  undertake the above, provided, however, that paragraphs (1)(a) and (1)(b) do
not  apply  if  the  registration  statement  is on Form S-3 or Form S-8 and the
information  required  to  be  included  in  a  post-effective amendment by this
paragraphs  is  contained in periodic reports filed by us pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference  in  the  registration  statement.

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  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.

(4)  That, for purposes of determining any liability under the Securities Act of
1933,  each  of our annual reports pursuant to Section 13(a) or Section 15(d) of
the  Securities  Exchange  Act  of 1934 and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934  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.

(5)  To  deliver or cause to be delivered with the prospectus, to each person to
whom  the  prospectus  is  sent  or  given, the latest annual report to security
holders  that  is  incorporated  by  reference  in  the prospectus and furnished
pursuant  to  and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act  of  1934;  and,  where  interim financial information
required  to be presented by Item 310(b) of Registration S-B is not set forth in
the prospectus, to deliver, or cause to be delivered, to each person to whom the
prospectus  is  sent  or given, the latest quarterly report that is specifically
incorporated  by  reference  in the prospectus to provide such interim financial
information.

(6)  To deliver or cause to be delivered with the prospectus to each employee to
whom  the  prospectus is sent or given, a copy of the Company's annual report to
stockholders  for  its  last  fiscal  year,  unless such employee  otherwise has
received  a  copy  of such report, in which case the registration shall state in
the  prospectus  that  it will promptly furnish,  without charge, a copy of such
report  on  written  request  of  the  employee.   If our last fiscal year ended
within  120  days  prior to the use of the prospectus, our annual report for the
preceding  fiscal  year  may be so delivered, but within such 120-day period the
annual  report for the last fiscal year will be furnished to each such employee.

(7)  To  transmit  or  cause to be transmitted to all employees participating in
the  Plans  who  do not otherwise receive such material as our  stockholders, at
the  time and in the manner such material is sent to our stockholders, copies of
all  reports,  proxy  statements  and  other  communications  distributed to our
stockholders  generally.

                                   SIGNATURES

Pursuant  to  the requirements of the Securities Act of 1933, we certify that we
have  reasonable  grounds  to  believe  that we meet all of the requirements for
filing  the  Registration  Statement  on  Form  S-8  and  has  duly  caused this
registration  statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of  Fort  Laurderdale,  State  of  Florida

National  Beauty  Corp.
(Company)

By:  /s/  Ed  Roth
     -------------
Ed  Roth,  President  and  Chief  Executive  Officer------Dated  August 16, 2001

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

By:  /s/  Alisha  Roth-  Director-------Dated  August  16, 2001
     -----------------
Alisha  Roth-Director

By:  /s/  Mike  Bongiovani-  Director----------Dated  August  16, 2001
     ---------------------
Mike  Bongiovani-Director