S-8

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                             Beautymerchant.com Inc.
             (Exact name of registrant as specified in its charter)


                                Nevada 13-3422912
                 State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)


              4818West Commercial Blvd., Fort Lauderdale, FL 33319
               (Address of Principal Executive Offices) (Zip Code)

                            Consulting Services Plan
                            (Full title of the plan)

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

                                 (775) 884-0490
              (Telephone number, including area code, of agent for
                                    service)

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

 Title of Class of Securities to be         Amount         Offering Price      Proposed Maximum Aggregate          Amount of
             Registered                to Be Registered       per Unit             Offering Price (1)          Registration Fee
- ------------------------------------- ------------------- ------------------ -------------------------------- --------------------
- ------------------------------------- ------------------- ------------------ -------------------------------- --------------------
                                          1,000,000                                                                 $32.50
Common Stock, $.001 par value                                   $.13                    $130,000
- ------------------------------------- ------------------- ------------------ -------------------------------- --------------------
- ------------------------------------- ------------------- ------------------ -------------------------------- --------------------

Total Registration Fee                        --                 --                        --
- ------------------------------------- ------------------- ------------------ -------------------------------- --------------------

(1) This Registration Statement shall also cover any additional shares of
Common Stock, which become issuable under the Beautymerchant.com, Inc. - Year
2001 Stock Award Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of outstanding shares
of common stock.


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(2) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per unit,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price at the close of the market for the common stock on
February 22, 2001.

EXPLANATORY NOTE

Beautymerchant.com, Inc.. ("Company," "we" or "us") has prepared this
registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act") to register 1,000,000
shares of our common stock, which will be awarded to eligible persons under our
Year 2001 Stock Award Plan ("Plan").

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as mended (the
"Securities Act"), we will distribute an information statement ontaining the
information specified in Part I of Form S-8 (an "Information Statement") to
participants under our Stock Plan. Such Information Statement, taken together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II below, constitutes a prospectus meeting the requirements of Section 10(a) of
the Securities Act, and such Information Statement is hereby incorporated by
reference in this Registration Statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The SEC permits us to "incorporate by reference" material information
required by Form S-8, which means that we may disclose important information to
you by referring you to documents that we file with the SEC. Accordingly, the
information incorporated by referenced is considered to be part of this
Registration Statement. Information that we file with the SEC after the filing
of this S-8 registration statement will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until all of the shares covered by
this Registration Statement have been sold or deregistered:

        (a) Our latest Annual Report on Form 10-KSB for the year ended December
            31, 1999, filed under Section 13(a) or 15(d) of Securities Act of
            1934, as amended (the "Exchange Act").

        (b) All other reports which we have filed pursuant to Section 13(a) or
            15(d) of the Exchange Act since the end of the fiscal year covered
            by the registrant document referred to in (a) immediately above.

        (c) The description of our common stock contained in our Form 10-SB, as
            amended, which was effective under the Exchange Act as of August 23,
            1999.


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ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered hereby has been registered on Form
10-SB under Section 12 of the Exchange Act by the registrant, and incorporated
by reference.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
Hamilton, Lehrer & Dargan, P.A. has rendered legal services and prepared Form
S-8 whose office is located at 555 South Federal Highway, Suite 270, Boca Raton,
Florida 33432.

Michael J. Bongiovanni, C.P.A, P.A., consents to incorporation by reference of
his report in the Form 10-SB and all amendments thereto filed by the Company and
the Form 10-KSB for the year ended December 31, 1999.

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
their current or former status as an officer or director, we must indemnify the


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person against all expenses actually and reasonably incurred by the person in
connection with their 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
their 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 its 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.

ITEM 8. CONSULTANTS AND ADVISORS.
Ed Roth our president, shall receive the 1,000,000 shares of our commons stock
registered under this plan.

ITEM 9.  EXHIBITS.
See Exhibit Index and Exhibits attached hereto.

ITEM 10.  UNDERTAKINGS.
A.  We hereby undertake to:
        (1) To File, during any period in which offers and sales are being made,
            a post- effective amendment to this registration statement:


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

                (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, represent a fundamental
                     change in the information set forth in the registration
                     statement. Notwithstanding the foregoing, any increase or
                     decrease in the volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of a prospectus filed with the
                     Securities and Exchange Commission (the "Commission")
                     pursuant to Rule 424(b) if, in the aggregate, the changes
                     in volume and price represent no more than a 20% change in
                     the maximum aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in the effective
                     registration statement;

                (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) of this
                     section do not apply if the registration statement is on
                     Form S-3, Form S-8 or Form F-3, and if the information
                     required to be included in a post-effective amendment by
                     those paragraphs is contained in periodic reports filed
                     with or furnished to the Commission by the registrant
                     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 purposes 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's Annual Report pursuant to Section 13(a) or 15(d) of the Securities and
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.

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, we have been advised that in
the opinion of the Securities and Exchange ommission such indemnification is
against public policy as expressed in the Securities 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


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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 ndemnification by it is against public policy as expressed
in the Securities Act and will be governed by final adjudication of such issue.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida, on February
23, 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 date indicated:


Beautymerchant.com Inc.


/s/  Edward A. Roth
By:  Edward A. Roth, President & Director
     February 23, 2001

/s/  Alisha Roth
By:  Alisha Roth, Secretary & Director
     February 23, 2001


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                                   EXHIBITS TO
                                    FORM S-8

                                  EXHIBIT INDEX

- ------------------ --------------------------------------------------------------------------------
    Exhibit #      Exhibit Item
- ------------------ --------------------------------------------------------------------------------
- ------------------ --------------------------------------------------------------------------------
       3.1         Articles of Incorporation (Incorporated by Reference, Form 10-SB dated 8/23/99)*
- ------------------ --------------------------------------------------------------------------------
- ------------------ --------------------------------------------------------------------------------
       3.2         Bylaws (Incorporated by Reference, Form 10-SB dated 8/23/99)*
- ------------------ --------------------------------------------------------------------------------
- ------------------ --------------------------------------------------------------------------------
        4          Instruments Defining Rights of Security Holders (Incorporated by Reference,
                   Form 10-SB dated 8/23/99)*
- ------------------ --------------------------------------------------------------------------------
- ------------------ --------------------------------------------------------------------------------
        5          Opinion Re: Legality and Consent
- ------------------ --------------------------------------------------------------------------------
- ------------------ --------------------------------------------------------------------------------
      10.1         Beautymerchant.com 2001 Stock
                   Award*
- ------------------ --------------------------------------------------------------------------------
- ------------------ --------------------------------------------------------------------------------
       23          Consent of Michael J. Bongiovanni
- ------------------ --------------------------------------------------------------------------------
- ------------------ --------------------------------------------------------------------------------
* Previously Filed


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EX-5

                         CONSENTS OF EXPERTS AND COUNSEL

                                               HAMILTON, LEHRER AND DARGAN, P.A.
                                            555 South Federal Highway, Suite 270
                                                       Boca Raton, Florida 33432
                                                             Phone: 561-416-8956
                                                               Fax: 561-416-2855
February 23, 2001
Attn:Ed Roth President
Beautymerchant.com, Inc.
4818West Commercial Blvd.,
Fort Lauderdale, FL    33319
RE: SEC Registration Statement on Form S-8

Dear Sir/Madam:

This firm (the "Firm") has been engaged as counsel for BEAUTYMERCHANT.COM
INC., a Nevada corporation (the "Company"), in connection with its proposed
offering under the Securities Act of 1933, as amended (the "Act"), of 1,000,000
shares of its common stock which are to be issued under a plan for consulting
services by the Company, by a filing of a Registration Statement under Form S-8
to which this opinion is a part, to be filed with the Securities and Exchange
Commission (the "Commission"). In connection with rendering the opinion as set
forth below, the Firm has reviewed and examined originals or copies of the
following:

        1.       Articles of Incorporation of the Company, and any amendments,
                 as filed with the Secretary of State of Nevada;

        2.       By-Laws of the Company

        3.       Written  Consent or Minutes of a Meeting of the Board of
                 Directors on or about February 23, 2001 authorizing the
                 Consultant Services Plan (the "Plan");

        4.       Consulting Services Plan by the Company dated February 23,
                 2001; and

        5.       The Company's Registration Statement on Form S-8 and exhibits
                 thereto as filed with the Commission.

In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all persons, the authenticity of all documents submitted to
the Firm as originals, the conformity with the original documents of all
documents submitted to the Firm as certified or photostatic copies, and the
authenticity of the originals of such copies and the truth of all information
supplied us.

We have further assumed, among other things, that the recipient of the
Shares will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter, assumption, or representation.

Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and non-assessable. This
opinion is expressly limited in scope to the Shares enumerated herein which are
to be expressly covered by the referenced Registration Statement and does not
cover subsequent issuances of shares, pertaining to services to be performed in
the future (such transactions are required to be included in either a new
Registration Statement or a Post-Effective Amendment to the Registration
Statement including updated opinions).

This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. This opinion


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is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. This opinion is based upon our
assumptions as to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matters, which may
come to our attention hereafter.

Sincerely yours,

/s/ Brenda Hamilton
- -------------------
Brenda Hamilton


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EX-23

                                CONSENT OF EXPERT

We hereby consent to the incorporation by reference in the February 23,
2001 filing of Beautymerchant.com, Inc. on Form S-8 of our report appearing in
the Company's Form 10-KSB for the year ended December 31, 1999 and Form 10-SB
registration statement and all amendments thereto dated August 23, 1999.

/s/ Michael J. Bongiovanni                     Dated: February 23, 2001
    Michael J. Bongiovanni, P.A., C.P.A.
    12433 Willingdon Road
    Charlotte, NC  28078
    Telephone: (704) 904-2390



THIS CONSULTING SERVICES PLAN (the "Plan") is made as of the 23 day of
February 2001, by BEAUTYMERCHANT.COM, Inc. (the "Company"), for the Company's
consultants and employees ("the recipients).

R E C I T A L S:
The Company desires under agreement to grant compensation to recipients in
exchange for services provided to the Company, shares of the common stock of the
Company (the "Common Stock"), pursuant to the provisions set forth herein;

1. Grant of Shares. The Company shall grant to the Recipients from time to time
the following shares of Common Stock (the "Shares") in the Company.

         Class of Stock                                  Number of Shares
         ----------------------------------------------------------------
         Common                                            1,000,000

2. Services. Recipients shall provide bona fide services to the Company not in
connection with capital raising activities.

3. Compensation. Recipient's compensation is the Shares identified herein. The
parties agree the Shares are valued at $._____ each. Recipients are responsible
for all income taxes.

4. Registration or Exemption. Notwithstanding anything to the contrary contained
herein, the Shares will be registered on Form S-8 Registration Statement dated
February 3,2001.

5. Delivery of Shares. The Company shall deliver to the Recipient such shares
for services pursuant to the agreement for services between the Company and the
recipient.


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6. Waiver. No waiver is enforceable unless in writing and signed by such waiving
party, and any waiver shall not be construed as a waiver by any other party or
of any other or subsequent breach.


7. Amendments. This Plan may not be amended unless by the mutual Consent of all
of the parties hereto in writing.


8. Governing Law. This Plan shall be governed by the laws of the State of
Florida, and the sole venue for any action arising hereunder shall be Palm Beach
County, Florida.

9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto without
the prior written Consent of the other parties hereto, except as otherwise
provided herein. This Plan shall be binding upon and for the benefit of the
parties hereto and their respective heirs, permitted successors, assigns and/or
delegates.


10. Integration and Captions. This Plan includes the entire understanding of the
parties hereto with respect to the subject matter hereof. The captions herein
are for convenience and shall not control the interpretation of this Plan.

11. Legal Representation. Each party has been represented by independent legal
counsel in connection with this Plan, or each has had the opportunity to obtain
independent legal counsel and has waived such right, and no tax advice has been
provided to any party.

12. Construction. Each party acknowledges and agrees having had the opportunity
to review, negotiate and approve all of the provisions of this Plan.


13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth herein above.


14. Hand-Written Provisions. Any hand-written provisions hereon, if any, or
attached hereto, which have been initialed by all of the parties hereto, shall
control all typewritten provisions in conflict therewith.


15. Fees, Costs and Expenses. Each of the parties hereto acknowledges and agrees
to pay, without reimbursement from the other party(ies), the fees, costs, and
expenses incurred by each such party incident to this Plan.

16. Consents and Authorizations. By the execution herein below, each party
acknowledges and agrees that each such party has the full right, power, legal
capacity and authority to enter into this Plan, and the same constitutes a valid
and legally binding Plan of each such party in accordance with the terms,
conditions and other provisions contained herein.


17. Gender and Number. Unless the context otherwise requires, references in this
Plan in any gender shall be construed to include all other genders, references
in the singular shall be construed to include the singular.

18. Severability. In the event anyone or more of the provisions of this Plan
shall be deemed unenforceable by any court of competent jurisdiction for any
reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.


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EXHIBIT "A"

Item 1 - Plan Information

        (a) General Plan Information
1. The title of the Plan is: BEAUTYMERCHANT.COM, Inc.-Year 2001 stock award plan
("Plan") and the name of the registrant whose securities are to be offered
pursuant to the Plan is BEAUTYMERCHANT.COM, Inc. ("Company").

2. The general nature and purpose of the Plan is to grant Employees and
Consultants 1,000,000 shares of the Company as compensation for services
rendered and service to be rendered to the Company.

3. To the best of Company's knowledge, the Plan is not subject to any of the
provisions of the Employee Retirement Income Security Act of 1974.

4. The Company shall act as Plan Administrator. The Company's address is:
BEAUTYMERCHANT.COM, INC. 4818West Commercial Blvd., Fort Lauderdale, FL 33319
The telephone number of the Company is 954-717-8680.

        (a) The Company, as administrator of the Plan, will merely issue to the
            employees and Consultant shares of Common Stock pursuant to the
            terms of the Plan.

        (b) Securities to be offered. Pursuant to the terms of the Plan, shares
            of the Company's common stock will be offered.

        (c) Employees Who May Participate in the Plan. Employees and Consultants
            who provide bona fide services to the Company may participate in the
            plan. Employees and  Consultants are eligible to receive the
            securities provided the securities have been registered or are
            exempt from registration under the Securities Act of 1933, as
            amended (the "Act").

        (d) Purchase of Securities Pursuant to the Plan. The Company shall issue
            and deliver the securities to Employees and Consultants as soon as
            practicable.

        (e) Resale Restrictions. Employees and Consultants, after receipt of the
            Shares, may assign, sell, convey or otherwise transfer the
            securities received, subject to the requirements of the Act.


                                       13



        (f)  Tax Effects of Plan Participation. The BEAUTYMERCHANT.COM, Inc. -
             Year 2001 Stock Award Plan is not qualified under Sec. 401 of the
             Internal Revenue Code of 1986, as amended.

        (g)  Investment of Funds.  n/a

        (h)  Withdrawal from the Plan; Assignment of Interest. Withdrawal or
             termination as to the Plan may occur upon mutual written Consent of
             the parties. Employees and Consultants have the right to assign or
             hypothecate Employees or Consultant's interest in the Plan, subject
             to Plan provisions.

        (i)  Forfeitures and Penalties.  n/a

        (j)  Charges and Deductions and Liens Therefore.  n/a

Item 2 -Registrant Information and Employee Plan Annual Information.

Registrant, upon oral or written request by Employees and Consultants, shall
provide, without charge, the documents incorporated by reference in Part II,
Item 3 of Company's Form S-8 Registration Statement for the securities as well
as any other documents required to be delivered pursuant to SEC Rule 428(b) (17
CFR Section 230.428(b)). All requests are to be directed to the Company at the
address provided in paragraph (a)(4) above.