<PAGE>


   As filed with the Securities and Exchange Commission on February 16, 2005.
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           --------------------------
                             Fragrancenet.com, Inc.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                       <C>
                    Delaware                                           94-3054267
 (State or other jurisdiction of incorporation            (I.R.S. Employer Identification No.)
                or organization)
</TABLE>

                           --------------------------
                                909 Motor Parkway
                               Hauppauge, NY 11788
                    (Address of principal executive offices)
                           --------------------------
                          1999 Long-Term Incentive Plan
                          2004 Long-Term Incentive Plan
                            (Full title of the plan)
                           --------------------------
                                    Torys LLP
                                 237 Park Avenue
                               New York, NY 10017
                            Attention: John J. Butler
                                 (212) 880-6000
                      (Name, address and telephone number,
                   including area code, of agent for service)
                           --------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                Proposed Maximum        Proposed Maximum
 Title of securities       Amount to be        Offering Price per       Aggregate Offering          Amount of
   to be registered       Registered(1)             Share(2)                 Price(2)           Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                    <C>                           <C>                    <C>                       <C>
Common Stock           6,000,000 shares               $1.06                 $6,360,000                $749
====================================================================================================================
</TABLE>

(1)      Plus such indeterminate number of common shares of the Registrant as
         may be issued to prevent dilution resulting from stock dividends, stock
         splits or similar transactions in accordance with Rule 416 under the
         Securities Act of 1933.

(2)      Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457 under the Securities Act based upon the
         average of the reported high and low sales price of the common shares
         of Fragrancenet.com, Inc. on February 11, 2005 on the OTC Bulletin
         Board (a date within five business days of the filing of this
         Registration Statement).

================================================================================







<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 are not required to be filed with the SEC either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
the Note to Part I of Form S-8 and Rule 424 under the Securities Act of 1933.
The information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by Fragrancenet.com, Inc. as required
by Part I of Form S-8 and by Rule 428 under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents which have been filed by us with the SEC are
incorporated by reference in this Registration Statement:

         (a) Our Annual Report on Form 10-K for the fiscal year ended March 31,
             2004, which contains our audited financial statements for such
             fiscal year.

         (b) All other reports filed by our company under Section 13(a) or 15(d)
             of the Securities Exchange Act of 1934 since March 31, 2004.

         (c) The description of our common stock contained in our Registration
             Statement on Form 8-A, as filed with the SEC on April 29, 1988,
             including any amendment or report filed for the purpose of amending
             such description.

         In addition, all reports and documents filed by us under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities being offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in and to be part of this Registration Statement from the date of
filing of each such document.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.








<PAGE>


Item 6. Indemnification of Directors and Officers.

         As permitted by Section 145 of the Delaware General Corporation Law,
our certificate of incorporation states that we shall indemnify any and all
persons whom we are permitted to indemnify under Section 145 from and against
any and all of the expenses, liabilities or other matters referred to in or
covered by Section 145, subject to the Delaware General Corporation Law.

         To the extent any director or officer is successful in defending any
proceeding, whether civil or criminal, incurred in the individual's capacity as
officer or director, we will indemnify the individual for all expenses
(including attorneys' fees) actually and reasonably incurred in the individual's
capacity as officer or director.

         Our certificate of incorporation states that, subject to applicable
law, we shall advance expenses, including reasonable attorneys' fees, of any and
all persons entitled to indemnification, and the indemnification and advancement
of expenses provided for in our certificate of incorporation will not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling our
company pursuant to the foregoing provisions, we have been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         A list of exhibits included as part of this Registration Statement is
set forth in the Exhibit Index to this Registration Statement.

Item 9. Undertakings.

         The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:

         (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;

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment







<PAGE>


hereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (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 Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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; and

         (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.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in such
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 such Act and will
be governed by the final adjudication of such issue.







<PAGE>


                                   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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hauppauge, New York on the 16th day of February, 2005.

                             FRAGRANCENET.COM, INC.


                             By:      /s/ Dennis M. Apfel
                                -----------------------------------------------
                                 Name:  Dennis M. Apfel
                                 Title: Chairman, Chief Executive Officer
                                        and Chief Financial Officer


                               POWERS OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Dennis M. Apfel and Jason S. Apfel, and each of them, either of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their 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 listed below and on February 16, 2005.


<TABLE>
<CAPTION>
Signature                                         Title

<S>                                               <C>
/s/ Dennis M. Apfel                               Chairman of the Board of Directors, Chief Executive Officer and
--------------------------------------------      Chief Financial Officer (principal executive, financial and
Dennis M. Apfel                                   accounting officer)


/s/ Jason S. Apfel                                President, Chief Operating Officer and Director
--------------------------------------------
Jason S. Apfel


/s/ Eric J. Apfel                                 Vice President, Secretary and Director
--------------------------------------------
Eric J. Apfel
</TABLE>










<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit         Description of Exhibit
-------         ----------------------
<S>             <C>
  4.1           1999 Long-Term Incentive Plan.

  4.2           2004 Long-Term Incentive Plan.

  4.3           Articles of Incorporation and By-laws (incorporated by reference from Schedule
                4 to the prospectus included in the Registraton Statement on Form S-4 of the
                Registrant (File No. 33-19149) filed on December 18, 1987).

  4.4           Certificate of Amendment of Certificate of Incorporation, implementing a
                one-for-three reverse stock split (incorporated by reference to Exhibit 3.2 to
                the Registrant's Annual Report on Form 10-KSB filed on April 15, 1999).

  4.5           Certificate of Amendment of Certificate of Incorporation (incorporated by
                reference to Exhibit 3.4 to the Registrant's Current Report on Form 8-K filed
                on November 30, 1999).

  5.1           Opinion of Torys LLP.

 23.1           Consent of Marcum and Kliegman LLP.

 23.2           Consent of Torys LLP (contained in Exhibit 5.1).

 24.1           Powers of Attorney (included on the signature page of this Registration
                Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a39259.txt", "description": "FRAGRANCENET.COM, INC.", "secsgml_size_bytes": 15332}]
{"company-data": {"conformed-name": "FRAGRANCENET COM INC", "cik": "0000826495", "assigned-sic": "5990", "irs-number": "943054267", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122854", "film-number": "05620542"}, "business-address": {"street1": "2070 DEER PARK AVENUE", "street2": "40TH FLOOR", "city": "DEER PARK", "state": "NY", "zip": "11729", "phone": "5162423205"}, "mail-address": {"street1": "2070 DEER PARK AVENUE", "street2": "40TH FLOOR", "city": "DEER PARK", "state": "NY", "zip": "11729"}, "former-company": {"former-conformed-name": "NATIONAL CAPITAL MANAGEMENT CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February 16, 2005.
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           --------------------------
                             Fragrancenet.com, Inc.
             (Exact name of registrant as specified in its charter)
Delaware                                           94-3054267
 (State or other jurisdiction of incorporation            (I.R.S. Employer Identification No.)
                or organization)
--------------------------
                                909 Motor Parkway
                               Hauppauge, NY 11788
                    (Address of principal executive offices)
                           --------------------------
                          1999 Long-Term Incentive Plan
                          2004 Long-Term Incentive Plan
                            (Full title of the plan)
                           --------------------------
                                    Torys LLP
                                 237 Park Avenue
                               New York, NY 10017
                            Attention: John J. Butler
                                 (212) 880-6000
                      (Name, address and telephone number,
                   including area code, of agent for service)
                           --------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Maximum        Proposed Maximum
 Title of securities       Amount to be        Offering Price per       Aggregate Offering          Amount of
   to be registered       Registered(1)             Share(2)                 Price(2)           Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock           6,000,000 shares               $1.06                 $6,360,000                $749
====================================================================================================================
(1)      Plus such indeterminate number of common shares of the Registrant as
         may be issued to prevent dilution resulting from stock dividends, stock
         splits or similar transactions in accordance with Rule 416 under the
         Securities Act of 1933.

(2)      Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457 under the Securities Act based upon the
         average of the reported high and low sales price of the common shares
         of Fragrancenet.com, Inc. on February 11, 2005 on the OTC Bulletin
         Board (a date within five business days of the filing of this
         Registration Statement).

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 are not required to be filed with the SEC either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
the Note to Part I of Form S-8 and Rule 424 under the Securities Act of 1933.
The information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by Fragrancenet.com, Inc. as required
by Part I of Form S-8 and by Rule 428 under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents which have been filed by us with the SEC are
incorporated by reference in this Registration Statement:

         (a) Our Annual Report on Form 10-K for the fiscal year ended March 31,
             2004, which contains our audited financial statements for such
             fiscal year.

         (b) All other reports filed by our company under Section 13(a) or 15(d)
             of the Securities Exchange Act of 1934 since March 31, 2004.

         (c) The description of our common stock contained in our Registration
             Statement on Form 8-A, as filed with the SEC on April 29, 1988,
             including any amendment or report filed for the purpose of amending
             such description.

         In addition, all reports and documents filed by us under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities being offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in and to be part of this Registration Statement from the date of
filing of each such document.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.
Item 6. Indemnification of Directors and Officers.

         As permitted by Section 145 of the Delaware General Corporation Law,
our certificate of incorporation states that we shall indemnify any and all
persons whom we are permitted to indemnify under Section 145 from and against
any and all of the expenses, liabilities or other matters referred to in or
covered by Section 145, subject to the Delaware General Corporation Law.

         To the extent any director or officer is successful in defending any
proceeding, whether civil or criminal, incurred in the individual's capacity as
officer or director, we will indemnify the individual for all expenses
(including attorneys' fees) actually and reasonably incurred in the individual's
capacity as officer or director.

         Our certificate of incorporation states that, subject to applicable
law, we shall advance expenses, including reasonable attorneys' fees, of any and
all persons entitled to indemnification, and the indemnification and advancement
of expenses provided for in our certificate of incorporation will not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling our
company pursuant to the foregoing provisions, we have been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         A list of exhibits included as part of this Registration Statement is
set forth in the Exhibit Index to this Registration Statement.

Item 9. Undertakings.

         The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:

         (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;

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment
hereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (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 Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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; and

         (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.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in such
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 such Act and will
be governed by the final adjudication of such issue.
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hauppauge, New York on the 16th day of February, 2005.

                             FRAGRANCENET.COM, INC.

                             By:      /s/ Dennis M. Apfel
                                -----------------------------------------------
                                 Name:  Dennis M. Apfel
                                 Title: Chairman, Chief Executive Officer
                                        and Chief Financial Officer

                               POWERS OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Dennis M. Apfel and Jason S. Apfel, and each of them, either of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their 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 listed below and on February 16, 2005.
Signature                                         Title
/s/ Dennis M. Apfel                               Chairman of the Board of Directors, Chief Executive Officer and
--------------------------------------------      Chief Financial Officer (principal executive, financial and
Dennis M. Apfel                                   accounting officer)

/s/ Jason S. Apfel                                President, Chief Operating Officer and Director
--------------------------------------------
Jason S. Apfel

/s/ Eric J. Apfel                                 Vice President, Secretary and Director
--------------------------------------------
Eric J. Apfel
EXHIBIT INDEX
Exhibit         Description of Exhibit
-------         ----------------------
4.1           1999 Long-Term Incentive Plan.

  4.2           2004 Long-Term Incentive Plan.

  4.3           Articles of Incorporation and By-laws (incorporated by reference from Schedule
                4 to the prospectus included in the Registraton Statement on Form S-4 of the
                Registrant (File No. 33-19149) filed on December 18, 1987).

  4.4           Certificate of Amendment of Certificate of Incorporation, implementing a
                one-for-three reverse stock split (incorporated by reference to Exhibit 3.2 to
                the Registrant's Annual Report on Form 10-KSB filed on April 15, 1999).

  4.5           Certificate of Amendment of Certificate of Incorporation (incorporated by
                reference to Exhibit 3.4 to the Registrant's Current Report on Form 8-K filed
                on November 30, 1999).

  5.1           Opinion of Torys LLP.

 23.1           Consent of Marcum and Kliegman LLP.

 23.2           Consent of Torys LLP (contained in Exhibit 5.1).

 24.1           Powers of Attorney (included on the signature page of this Registration
                Statement).