<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                    ANNUAL REPORT UNDER SECTION 13 or 15 (d)

                       THE SECURITIES EXCHANGE ACT OF 1934

<TABLE>

<S>                                                <C>
For the fiscal year ended                          Commission file number
March  31, 2004                                           0-16819

                             FRAGRANCENET.COM, INC.
                             ----------------------
             (Exact name of Registrant as specified in its charter)

              Delaware                                             94-3054267
-----------------------------------------                   -----------------------
      (State of incorporation)                              (IRS Employer ID Number)

  909 Motor Parkway, Hauppauge, New York                               11788
 ----------------------------------------                            --------
 (Address of principal executive offices)                           (Zip Code)
</TABLE>

Registrant's telephone number, including area code:  (631) 582-5204

Securities registered pursuant to Section 12 (b) of the Exchange Act:   None

Securities registered pursuant to Section 12 (g) of the Exchange Act:

<TABLE>
<CAPTION>
                                                   Number of Shares Outstanding
       Title of Class                                  as of March 31, 2004
----------------------------                           --------------------
<S>                                                       <C>
Common Stock, $.01 par value                              17,468,330
</TABLE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days
YES    X           NO
     -----           --------

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB  X
                 ---

Issuer's revenues for its most recent fiscal year:  $14,705,427
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant, based on the closing price for such common
equity on June 25, 2003 is approximately $2,529,832.

The number of shares outstanding of the Issuer's common stock, as of June 25,
2004:

                                17,468,330 shares





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                                EXPLANATORY NOTE

         This Form 10-KSB/A amends the Form 10-KSB filed by FragranceNet.com,
Inc. on June 29, 2004 to add to Item 9 thereof the disclosure required by Item
406 of Regulation S-B.

Item 9.           Directors and Executive Officers of the Registrant.

         The Directors and Executive Officers of FragranceNet are as follows:

<TABLE>
<CAPTION>

Name                                 Age      Position
----                                 ---      --------
<S>                                  <C>      <C>
Dennis M. Apfel                      58       Chairman of the Board of Directors, Chief  Executive
                                              Officer and Chief Financial Officer

Jason S. Apfel                       31       President, Chief Operating Officer and  Director

Eric J. Apfel                        29       Vice President, Secretary and Director
</TABLE>


         Jason S. Apfel, age 31. Mr. Apfel has been President of the Company
since July 1999 and was Chief Executive Officer of the Company from July 1999 to
December 2002. He has been the Chief Operating Officer of the Company since
December 2002. He has been President of TeleScents since April 1998. Mr. Apfel
was Vice President of TeleScents from April 1997 to April 1998 and from 1995 to
April 1997 he was Vice President of a predecessor company of TeleScents which
sold fragrances through a toll-free telephone number.

         Dennis M. Apfel, age 58. Mr. Apfel has been Chairman of the Company
since May 14, 2001 and Chief Financial Officer since July 1999. He was President
and Chief Executive Officer of TeleScents from April 1997 to April 1998 and
Chairman and Chief Executive Officer of TeleScents from April 1998 to July 1999.
In December 2002, Mr. Apfel became Chief Executive Officer of the Company. Mr.
Apfel is a partner in the law firm of Miller & Apfel in Hauppauge, New York and
has been a practicing attorney since 1972.

         Eric J. Apfel, age 29. Mr. Apfel joined the Company during fiscal year
2003. He is presently Vice-President and Secretary of the Company. From July
1998 to November 2001, prior to joining FragranceNet.com, he was a research
analyst covering Food, Beverage and Media companies at Dresdner Kleinwort
Wasserstein. From July 1997 to June 1998, Mr. Apfel was an Associate Portfolio
Manager at Sanford C.Bernstein & Co. Mr. Apfel is a Chartered Financial Analyst.

         During the fiscal year ended March 31, 2004, the Board of Directors of
the Company met one time, on August 14, 2003. All of the directors attended such
meeting of the Board of Directors. The Board of Directors does not have an audit
committee or any other committees and does not have an audit committee financial
expert.

         Dennis Apfel and Jason Apfel are father and son; Dennis Apfel and Eric
Apfel are father and son; and Jason Apfel and Eric Apfel are brothers.



<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

         Under Section 16(a) of the Securities Exchange Act of 1934, directors
and officers of the Company, and persons who own more than ten percent of the
Common Stock, are required to file reports concerning their beneficial ownership
of securities of the Company with the Securities and Exchange Commission.
Directors, officers and greater than ten percent stockholders are required by
regulations of the Commission to furnish the Company with copies of all Section
16(a) reports they file.

         To the Company's knowledge, based solely on a review of copies of such
reports furnished to the Company and confirmations that no other reports were
required during the fiscal year ended March 31, 2004, its directors, officers
and greater than ten percent stockholders complied with all Section 16(a) filing
requirements.

Code of Ethics

         The Company has not adopted a code of ethics that complies with the
definition of "code of ethics" contained in Item 406 of Regulation S-B. The
Company has not done so because its controlling stockholders are the majority
stockholders and the only officers and directors of the Company, and the Company
therefore believes that the fiduciary duties required to be met by the Company's
officers and directors are sufficient to ensure that that Company operates in an
ethical manner.






<PAGE>


                                   SIGNATURES

         In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

         Dated:  June 27, 2005

                                     FRAGRANCENET.COM, INC.


                                     By  /s/ Dennis M. Apfel
                                        ---------------------------------------
                                         Dennis M. Apfel
                                         Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on June 27, 2005


                                     By: /s/Dennis M. Apfel
                                        ---------------------------------------
                                         Dennis M. Apfel
                                         Chairman of the Board, Director,
                                         Chief Executive Officer and
                                         Chief Financial Officer
                                         (Principal Executive Officer,
                                         Principal Financial Officer,
                                         Principal Accounting Officer)

                                     By:      *
                                        ---------------------------------------
                                         Jason S. Apfel
                                         President, Chief Operating Officer
                                         and Director

                                     By:      *
                                         --------------------------------------
                                         Eric J. Apfel
                                         Vice President, Secretary and Director


*By:  /s/ Dennis M. Apfel
     -----------------------------
      Dennis M. Apfel
      Attorney-in-fact





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                                  EXHIBIT INDEX

2.1  Agreement and Plan of Merger dated as of July 28, 1999 by and among
     National Capital Management Corporation, FAC, Inc., Telescents, Inc., and
     Dennis M. Apfel, Jason Apfel and Growth Capital Partners, L.L.C.
     (Incorporated herein by reference to Exhibit 2.1 of the Company's Current
     Report on Form 8-K filed on August 10, 1999).

3.1  Articles of Incorporation and By-Laws of the Company (Incorporated herein
     by reference from Schedule 4 to the prospectus included in the Registration
     Statement on Form S-4 of the Company (No. 33-19149) filed on December 18,
     1987).

3.2  Certificate of Amendment dated June 29, 1995 of Certificate of
     Incorporation implementing a one-for-three reverse stock split
     (Incorporated herein by reference to Exhibit 3.2 of the Company's Annual
     Report on Form 10-KSB filed on April 15, 1999).

3.3  Certificate of Amendment of Certificate of Incorporation (Incorporated
     herein by reference to Exhibit 3.4 of the Company's Current Report on Form
     8-K filed on November 30, 1999).

3.4  Certificate of Designations of Series A Preferred Stock (Incorporated
     herein by reference to Exhibit 4.1 of the Company's Current Report on Form
     8-K filed on August 10, 1999).

3.5  Resolution of Board of Directors dated April 12, 1995 amending the By-Laws
     (Incorporated herein by reference to Exhibit 3(ii).1 of the Annual Report
     on Form 10-K of the Company filed on April 17, 1995).

10.1 Agreement regarding Certain Closing and Post Closing Matters dated as of
     July 28, 1999 (Incorporated herein by reference to Exhibit 10.1 to the
     Company's Current Report on Form 8-K filed on August 10, 1999).

10.2 Stock Purchase Agreement dated as of June 29, 1999 by and among National
     Capital Management Corporation and Resource Holdings Associates
     (Incorporated herein by reference to Exhibit 2.1 to the Company's Current
     Report on Form 8-K filed on July 20, 1999).

10.3 Employment Agreement dated August 1, 2003 between the Company and Jason
     Apfel (Incorporated herein by reference to Exhibit 10.3 to the Company's
     Quarterly Report on Form 10-QSB filed on November 13, 2003).+

10.4 Employment Agreement dated August 1, 2003 between the Company and Dennis M.
     Apfel (Incorporated herein by reference to Exhibit 10.1 to the Company's
     Quarterly Report on Form 10-QSB filed on November 13, 2003).+

10.5 Employment Agreement dated August 1, 2003 between the Company and Eric J.
     Apfel (Incorporated herein by reference to Exhibit 10.2 to the Company's
     Quarterly Report on Form 10-QSB filed on November 13, 2003).+

10.6 FragranceNet.com Inc. 1999 Long Term Incentive Plan (Incorporated herein by
     reference to Exhibit A of the Company's Proxy Statement filed on October
     20, 1999).+

21.1 List of Subsidiaries*






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31.1 Rule 13a-14(a)/15d-14(a) Certification for Form 10-KSB*

31.2 Rule 13a-14(a)/15d-14(a) Certification for Amendment No. 1 to Form 10-KSB

32.1 Certification of Chief Executive Officer and Chief Financial Officer*

--------------
*    Previously filed.
+    Management Contract or Compensatory Plan