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)

<TABLE>
<CAPTION>


TITLE OF CLASS OF            AMOUNT
SECURITIES TO BE REGISTERED  TO BE REGISTERED  OFFERING PRICE PER UNIT
---------------------------- ----------------- -----------------------

<S>                           <C>               <C>
Common Stock, $.001 par value 1,000,000         $        .13
----------------------------- ----------------  ------------

Total Registration Fee. . . . . . . . . . . .   $       32.50
---------------------------------------------  -------------

TITLE OF CLASS OF
SECURITIES TO BE REGISTERED                    PROPOSED MAXIMUM
                                               AGGREGATE OFFERING PRICE (1)
----------------------------                   ----------------------------

<S>                                            <C>
Common Stock, $.001 par value . . . . . . . .  $ 130,000
---------------------------------------------  ----------------------------
</TABLE>





(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.
(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 containing 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.

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 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 there from, 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:

(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 Commission 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
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit  to  a court of appropriate jurisdiction the
question  whether  such  Indemnification  by  it  is  against  public  policy as
expressed  in  the  Securities Act and will be governed by 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  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.


__________________
------------------
By:  Edward  A.  Roth,  President  &  Director
February  23,  2001
______________________________
------------------------------
By:  Alisha  Roth,  Secretary  &  Director
February  23,  2001


<PAGE>
                                   EXHIBITS TO
                                    FORM S-8

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>



<S>        <C>                                                                                                    <C>
EXHIBIT #  EXHIBIT ITEM                                                                                           PAGE
---------  -----------------------------------------------------------------------------------------------------  ----
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
---------  -----------------------------------------------------------------------------------------------------
           Beautymerchant.com 2001 Stock Award
10.1. . .  Consent of Michael J. Bongiovanni

23
---------
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 18321}]
{"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": "333-56186", "film-number": "1553963"}, "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"}}
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            AMOUNT
SECURITIES TO BE REGISTERED  TO BE REGISTERED  OFFERING PRICE PER UNIT
---------------------------- ----------------- -----------------------
Common Stock, $.001 par value 1,000,000         $        .13
----------------------------- ----------------  ------------

Total Registration Fee. . . . . . . . . . . .   $       32.50
---------------------------------------------  -------------

TITLE OF CLASS OF
SECURITIES TO BE REGISTERED                    PROPOSED MAXIMUM
                                               AGGREGATE OFFERING PRICE (1)
----------------------------                   ----------------------------
Common Stock, $.001 par value . . . . . . . .  $ 130,000
---------------------------------------------  ----------------------------
(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.
(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 containing 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.

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 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 there from, 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:

(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 Commission 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
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit  to  a court of appropriate jurisdiction the
question  whether  such  Indemnification  by  it  is  against  public  policy as
expressed  in  the  Securities Act and will be governed by 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  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.

__________________
------------------
By:  Edward  A.  Roth,  President  &  Director
February  23,  2001
______________________________
------------------------------
By:  Alisha  Roth,  Secretary  &  Director
February  23,  2001
EXHIBITS TO
                                    FORM S-8

                                  EXHIBIT INDEX
EXHIBIT #  EXHIBIT ITEM                                                                                           PAGE
---------  -----------------------------------------------------------------------------------------------------  ----
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
---------  -----------------------------------------------------------------------------------------------------
           Beautymerchant.com 2001 Stock Award
10.1. . .  Consent of Michael J. Bongiovanni

23
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