1



                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB




[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the period ended December 31, 2000

[   ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from _______ to _______

COMMISSION FILE NUMBER: 001-14973
---------------------------------

                            BEAUTYMERCHANT.COM, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)


          Nevada                                             13-3422912
          ------                                             ----------
(State or other jurisdiction of                     (IRS Employer identification
incorporation or organization)                                    No.)



            4818 West Commercial Blvd, Ft. Lauderdale, Florida 33319
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (954) 717-8680
                                 --------------
                           (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section13
or  15(d)  of  the  Exchange  Act 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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  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 an
amendment  to  this  Form  10-KSB.  [x]

State issuer's revenues for its most recent fiscal year: $376,450


As  of  March  22,  2001 there were 11,685,065 common shares outstanding and the
aggregate  market  value of the common shares (based upon the average of the bid
price  ($.15)  and  the  asked  price  ($.28)  reported  by  brokers),  held  by
non-affiliates  was  approximately  $1,752,760.

Transitional  Small  Business  Disclosure  Format  (check  one):  Yes[  ]  No[X]

Number of shares of common stock outstanding as of March 22, 2001: 11,685,065
Number of shares of preferred stock outstanding as of March 22, 2001: 1,000,000


                                     PART I
                                     ------

ITEM 1.     DESCRIPTION OF BUSINESS

CORPORATE ORGANIZATIONCORPORATE ORGANIZATION

As  used  herein the term "Company" refers to BeautyMerchant.com, Inc., a Nevada
Corporation, and its subsidiaries and predecessors, unless the context indicates
otherwise.  Originally incorporated in 1987 as Tri-Capital Corporation, the name
was  changed  in  1988  to Advanced Appearance of America, which operated beauty
salons  until  1995.  At  that time, the Company discontinued its operations and
went  inactive  until early 1998. In March of 1998, the Company changed its name
to  ATR  Industries,  Inc. On June 1, 1998, the Company acquired ATR Industries,
Inc.  of  Florida  (AKA  Cleaning Express USA and Cleaning Express of South Palm
Beach,  Inc.), a private Florida Corporation, for 3,000,000 restricted shares of
Common  Stock. In 1999, the Company changed its name to BeautyMerchant.com, Inc.
to  reflect  its  retail  e-commerce  plans.

Since  1998,  the  Company has concentrated its operations primarily on the home
cleaning  services  industry.  In January 2000, the Company commenced operations
of  a  new  division  of  operations related to the preparation, development and
marketing  of  cosmetics  and  beauty  products via an e-commerce Internet site.
These  operations  are  conducted  through the Company's wholly owned subsidiary
Beautymerchant.com,  Inc.,  a  Florida  corporation.

DESCRIPTION OF BUSINESSCLEANING EXPRESS USA.CLEANING EXPRESS USA.  The Company's
-----------------------
operations  primarily  involve  home cleaning services.  Through its emphasis on
budget  pricing,  the  Company  has  developed  a  market  in  the home cleaning
industry.  The  Company  currently  operates  two  offices  and dispatches 40-50
workers in teams of two workers on a daily basis. The present geographic area in
which the Company operates includes Broward and South Palm Beach County areas of
South  Florida.

Marketing  for  the  home  cleaning  services is accomplished through print ads,
television  and radio commercials. Additionally, the Company utilizes a referral
program  that  rewards  customers  with future discounts for referring a client.

The home cleaning industry is highly competitive with respect to price, service,
quality  and location.  There are numerous, well-established, larger competitors
in  the  home  cleaning  industry  possessing  substantially  greater financial,
marketing,  personnel  and  other  resources  than the Company.  There can be no
assurance  that  the  Company  will  be  able  to respond to various competitive
factors  affecting  the  business.  The  Company  plans  to  gain  a competitive
advantage over its competitors in the home cleaning industry by offering quality
service  at  a low price. The Company has been successful in achieving this goal
since  1996  and  plans  to  further  expand  in South Florida by continuing its
current  marketing  strategy.

The  primary market for Cleaning Express USA is individual households. No single
customer  makes  up  more  than  ten  percent  of the total revenues of Cleaning
Express  USA.  The  Company does not expect that this will change in the future.

The  Company has three full time employees and contracts with 40-50 workers that
are  each  independently contracted with the Company to service and provide home
cleaning  services  to  existing  and  new  customers.

BEAUTYMERCHANT.COM,  INC.BEAUTYMAX.COM,  INC.  During January 2000, the Company,
through  its  wholly  owned  subsidiary  Beautymerchant.com,  Inc.,  a  Florida
corporation,  developed a retail cosmetic and beauty product e-commerce Internet
site.  Beautymerchant.com  was  developed  under the guidance of the CEO, Mr. Ed
Roth,  who  served  as a management consultant for beauty salons from 1978-1988.
During  this  time,  he  became  familiar  with retail cosmetics, hair, and skin
products  through  attending  various  trade  shows and studying consumer trends
concerning  their  retailing.  The  site  is  designed to create a marketing and
distribution  area  for  cosmetic,  hair,  nail and skin care and general beauty
lines  on  a  discounted basis. Beautymerchant.com sells and distributes popular
cosmetic,  fragrances and beauty products, primarily to females in the 18-40 age
bracket.  Additionally,  a  department  will  be  developed  that focuses on the
cosmetic  and  beauty  needs of individuals from a variety of ethnic backgrounds
and skin color. Products, development and resources in this area will be focused
on filling the needs of the African-American community with further expansion to
additional  ethnic  groups  planned  for  the  future.

The  Company  will  attempt to develop the Beautymerchant.com concept,  "We sell
beauty  for  less,"  and  will  strive  to  provide  the  best prices available.
Currently,  the  Company  is  carrying  a  catalogue format, offering brand name
cosmetics  and  toiletries, totaling over 8,000 products, with new product lines
being added as web traffic increases. The Company maintains a floating inventory
of  Products  through  its  distributors,  which  is  stored at the distributors
location  as  product  sourcing  eliminates  the  need  for  a  costly  extended
inventory.  All  customer  orders are implemented by online credit card or cyber
cash  systems with a virtual shopping cart. The Company offers a secure shopping
environment,  partnering with Verio and Mercantec systems for secure credit card
transactions and easy to use ordering.  Visitors to the online store are able to
shop  24 hours a day, regardless of location, and will be able to shop and order
in  English,  Spanish,  or  French.

Beauty  products  are  marketed  over  the World Wide Web via the Internet.  The
Company  has  agreed  to a marketing alliance with MSN.com to advertise on their
portal  by means of banner ads and site affiliations. Webcast1 Inc. will provide
links  and  banner  impressions  to  Beautymerchant.com.  The  Company  also has
entered an agreement with Webcast1 Inc. of Boca Raton, Florida to host the site.
The  Company  also developed and marketed a 30 second T.V. spot to promote brand
awareness.  Other  marketing  strategies  are  presently  being  explored.

In  addition,  the  Company  plans  to use in-house marketing and advertising to
promote  its  products.  Advertising  is expected to increase leading into 2001.

During  the  year,  the  Company  has continually focused on the development and
maintenance  of  the  site.  In  addition to a remodeling, the Company has added
several  new features to the 'virtual store front.' The site now has a new 'look
and  feel'  in  order  to  better promote the Company's products, and additional
categories  have  been  added.

Beautymerchant.co.uk in England is being planned and developed. At this time, no
opening date has been announced. Beautymerchant.de is also being planned to open
in  Germany.  However,  no  opening  date  has  been  announced. The Company has
obtained and registered exclusive domain rights in the respective countries. The
Company  expects to begin contracting and negotiating with European distributors
during  the  Year  2001.  The company has established worldwide customer service
capabilities  with  toll  free numbers that are converted into E-mail on a daily
basis  for  prompt  response to customer issues. The Company is actively seeking
partners  and strategic alliances to help achieve its goal of becoming an online
women's  shopping  destination.

DEVELOPMENT  OF  BEAUTYWORKS  U.S.A., INC. During the third quarter, the Company
announced  that  it had expanded its business development into a prototype store
offering beauty retailing and beauty services hair styling, and nail services at
affordable  pricing.  Two  retail  'brick  and mortar' stores are expected to be
debut  in  the  South  Florida  area  during  the  first  half  of  2001.

Beautyworks  will be designed to tap into the $7 billion beauty industry through
its  offering  of  personal  care  salons.  It is estimated that over 90% of all
personal  care  salons  are  closely  held, or 'mom and pop' owned and operated.
Currently, Regis Corp. (NASDAQ:RGIS) has over 6,000 salon stores and is the only
well-known publicly traded company utilizing this approach. Beautyworks will aim
to  be both a retailer and provider of such needed consumer services and provide
a  one-stop resource for professional services on hair, nails and skin care. The
Company  also  plans to offer such services as body and spa treatments, facials,
massages,  waxing,  and  tans.

The  Company  has  retained  the services of Neal Realty and Development of Fort
Lauderdale,  Florida  to  search  for  shopping  center  locations.  The Company
believes  this  exciting  concept  of  offering  Beauty  Merchant  products  in
conjunction with its salon operation will enhance our Internet E-commerce store,
BeautyMerchant.com.  The  Company  intends  on  cross-marketing  the  concepts.

Initial  plans  are for a prototype store in Broward County, Florida, as soon as
appropriate  locations  are selected. Las Vegas, Nevada is also being considered
for  a  second  development  market  for  Beautyworks  U.S.A.,  Inc.
The  online  beauty supply industry is highly competitive with respect to price,
service,  quality and Internet marketing. As a result, the potential for failure
in  this  industry is significant.  There are numerous, well-established, larger
competitors  in  the online beauty supply industry with comprehensive web sites,
possessing  substantially  greater  financial,  marketing,  personnel  and other
resources  than the Company.  There can be no assurance that the Company will be
able  to  respond  to  various  competitive factors affecting the business.  The
Company  plans  to  gain  a competitive advantage over its competitors in online
beauty  products  industry  by  offering  a variety of quality products at a low
price, directly to the consumer.  This will be achieved by working directly with
wholesalers,  enabling  the  Company to get and pass on to the customer the best
prices  in  the online market.  The Company also plans to gain an advantage over
the  competition  by  providing  access  to  the web site in English, French and
Spanish.   The  Company  hopes  that  this will successfully increase its market
appeal  and  presence  with  a  wide  variety  of  cultures  and  communities.

Business  Strategy

The  Company's  objective  is  to  become  a  leading e-commerce retailer and to
enhance  and brand itself as an online shopping destination for beauty products,
fragrances  and  accessories.  The  company  is  building  a  customer  base and
expanding  its  electronic  commerce  expertise,  while  offering  consumers
considerable discounts on name-brand beauty products and cosmetics. The category
market  for  fragrances  alone  is  estimated  at  $20  billion.

The  Company  believes  that  the  sale  of cosmetics, accessories and hair care
products  will  offer benefits to customers by providing convenient, competitive
pricing.  In  addition,  customers entering Beautymerchant.com may purchase gift
certificates,  browse  and  search for favorite beauty and cosmetic products and
participate  in special promotions. The Company expects to promote brand loyalty
and  repeat  purchases  by  providing  a  positive  experience  that  encourages
customers  to  return  frequently.

Browsing  and  Searching

Beautymerchant.com  allows its customers to interactively search and browse more
than  8,500  name  brand  products.  The Company has created a "featured brands"
section  allowing  customers  to  explore  the  brand  names we offer.  Also, an
extended category list allows customers to search for their favorite products by
category.  New  products  are  added  weekly.

Secure  Credit  Card  Payment

Beautymerchant.com  utilizes secure software through Bank One Inc. a third party
cyber  cash  platform  for e-commerce transactions, providing encrypted personal
information,  including  credit  card  numbers,  names  and  addresses.


Fulfillment  and  Availability

All  of  the  Company's  products  are  shipped within 24 hours from distributor
partners.  Some  products  are  available within 3-7 days.  Others are generally
available  within  4-6  weeks.  The  Company  uses e-mail to notify customers of
order  conditions.  The  Company seeks to provide rapid and reliable fulfillment
of  customer  orders.

Technology

The  Company  recently  formed  an  alliance  with  Webcast1 Inc. of Boca Raton,
Florida, a leading host and web designer. Webcast1 will be providing web hosting
through  Rapid  Site/Verio.  The  Company recently switched its site host due to
continued  technical  problems and issues. In addition, the E-commerce store has
been completely upgraded with 'state-of-the-art' features. This arrangement will
provide  the  Company  with  '24/7'  support.

Products  and  Geographic  Expansion

The  Company  began  retail operations in early 2000, and will attempt to expand
product  sales  on  a  continual  basis.  The  Company  has  made  significant
improvements  over  the  first  two  quarters.

Affiliate  Program

The  Company  intends to increase market presence through its affiliate program.
The  Company  plans to develop an internal marketing program whereby vendors are
compensated for purchasing the Company's products and services and referring new
customers.

Customer  Service

The  Company  believes its ability to establish long-term relationships with its
customers  will encourage repeat sales.  The Company offers a toll free customer
service  telephone  number, and encourages e-mail inquiries for customer care 24
hours  a  day.

Additional  Risk  Factor

Beautymerchant.com,  a  Florida  corporation,  has  a limited operating history.
Having  just started its retailing operation in the year 2000, the Company has a
short  operating history upon which to evaluate its business and prospects. As a
new  e-commerce  company, Beautymerchant.com faces intense competitors, and must
manage  growth  effectively.  The  Company  may  not  succeed  in addressing all
challenges  and  risks,  including  unpredictability  of future revenues.  To be
successful,  Beautymerchant.com  plans  to  implement  the  following:

1.     Retain  existing  customers.
2.     Attract new customers.
3.     Meet customer demands.
4.     Fulfill all customer orders.
5.     Acquire additional sources for merchandise at discounted prices.
6.     Maintain sufficient website traffic.
7.     Increase our Internet exposure.
8.     Monitor the competition.
(Competition  in  the  Internet and online market will intensify. This increased
competition  may  reduce  our  profit  margins  or  market  share.)
9.     Limit  service  interruptions.
(Customer  access to our website affects the volume of orders.  Excessive system
interruptions  make  our  e-commerce  store  unavailable.

The principal suppliers to Beautymerchant.com are wholesale distributors, who do
not  sell  retail.

Beautymerchant.com is expecting to add 2-5 new employees for the first 12 months
of  retail  operations.  The  three  employees  that are presently on staff will
manage  these  new  employees.

Since  the  Company's  inception,  it  has incurred losses from operations.  The
Company  anticipates  losses  to  increase  relating  to  the following factors:

*     The  development  of  the  Beautymerchant.com  and Beauty Works USA brand,
marketing  and  promotion.
*     Expanded  product  offering  and  increased  categories  of  products.
*     Continued  website  development  costs.
*     Additional  personnel  to  manage customer service and in-house marketing.
*     Increases  in  general  and  administrative costs to support the Company's
growing  operations.

The  ability  to  become  profitable  depends  on the ability to generate higher
revenues  and  maintain  low  expense  levels.  The  Company's limited operating
history  makes  it  difficult  to  forecast  its  revenues.

Stock  Based  Compensation

Several key officers and management have elected to be compensated with stock by
S-8  registration.  This  has  provided  substantial  cash  savings.

Additional  Financing

The Company may need to raise additional funds to meet operating requirements in
the  future.  If  the Company raises additional funds through issuance of equity
related  or  debt  securities,  such securities may have rights to the Company's
common  stock,  such  as  warrants  or  options.  Shareholders  may  experience
additional  dilution  from  exercise  of  these  equity instruments. The Company
cannot  be  certain that additional financing will be available when required or
at  all.  (See  'Liquidity  and  Capital  Resources' for discussion on financing
agreement  with  Standart  Capital,  S.A.,  Inc.,  investments  bankers).

ITEM  2.  PROPERTIES

The  Company  leases  two  offices totaling 2,500 sq. ft. for administration and
sales  at  4818 West Commercial Blvd-Lauderhill, Florida 33319 for $2,575/month.
Management  considers  these  facilities to be adequate for its requirements for
the  immediate  future.  These  leases  expire at various dates through December
2002. See Note C of the Notes to Financial Statements for additional information
about  the  Company's  commitments  under  terms  of  the non-cancelable leases.

ITEM  3.  LEGAL  PROCEEDINGS

The  Company  is  not  a party to any legal proceedings, nor, to the best of its
knowledge,  are  any  such  proceedings  threatened  or  contemplated.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matter  was  submitted  to  a  vote  during  the  fourth  quarter.


                                     PART II
                                     -------

ITEM  5.  MARKET  FOR  THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS

(a)     The  principal  market  in which the Company's common stock is traded is
the Over-the-Counter market. The table below presents the high and low bid price
for  the  Company's  common  stock  each  quarter  during the past two years and
reflects  inter-dealer  prices,  without retail markup, markdown, or commission,
and  may  not  represent actual transactions. The Company obtained the following
information  from  brokers  who  make  a  market  in  the  Company's securities.


                         Bid
                         ---
Quarter Ended       Low       High
-------------        ---      ----

03/31/99*          $ .25     $7.00
06/30/99            2.00      6.50
09/30/99             .50      7.75
12/31/99             .50      3.00
03/31/00             .94      1.56
06/30/00             .38      1.25
09/30/00             .21       .43
12/31/00             .07       .36

* There was no trading prior to this time

(b) Holders. The approximate number of holders of record of the Registrant's
Common Stock as of March 22, 2000 was 68.

(c) The Registrant has paid no dividends from inception to date and does not
currently intend to do so.


ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS

Selected financial data
                              Year Ended December 31
                              ----------------------
                               2000             1999
                               ----             ----
Net Sales                     $376,450     $ 429,172

Net Loss                      (794,306)     (166,435)
Net Loss per
Common Share                      (.06)         (.01)
Weighted Average
Common Shares Outstanding    12,879,714   11,729,054

                              As of  December 31,
                              -------------------
                              2000              1999
                              ----              ----
Total Assets                  $137,330     $ 534,665
Working Capital                133,228       513,256
Shareholders' Equity (Deficit) 142,536       522,608

No dividends have been declared or paid for any of the periods presented.

Liquidity and Capital Resources

Years  ended  December  31,  2000  and  December  31,  1999

Cash  flows  used  in  operations  were  a  negative $359,498 for the year ended
December 31, 2000, and a negative $155,317 for the year ended December 31, 1999.
Negative  cash  flows from operating activities for the years ended December 31,
2000  and  1999  are primarily attributable to losses from operations, partially
offset  by  the  common  stock  issued  for  services.

Cash  flows  from investing activities were a negative $1,565 for the year ended
December  31,  2000  and  a  negative  $9,295  for  the same period in 1999. The
negative  cash  flows  were  primarily  attributable  to new equipment purchases
during  2000  and  1999.

Cash  flow  generated from financing activities were $305,826 for the year ended
December  31,  2000  and  $271,876  for  the  year  ended December 31, 1999. The
positive  cash flows were primarily due to the private placement of common stock
sold  during  2000  and  1999.

The  Company  has funded its cash needs from inception through December 31, 2000
with  a  series  of  debt and equity transactions, including private placements.

During  October  2000,  the  Company  signed an agreement with Standart Capital,
S.A., Inc. of West Palm Beach, Florida, an investment-banking firm, to assist in
a  private  placement  stock  offering  for  the Company. Under the terms of the
agreement,  Standart  Capital,  S.A.  agreed  to  use its best efforts to locate
funding  for  the  Company  between  $500,000  and $3 million within the next 24
months.  The  term  of the agreement lasts until October 2002. As of the date of
the  report,  no  funds  have  been  raised  for  the  Company.

The  shareholder  loan  receivable  of  $7,892  on December 31, 2000 is due from
Edward  A. Roth, President and majority shareholder.  The loan is evidenced by a
written  promissory  note,  bearing  interest  at  12%  per  annum.

During  the years ended December 31, 2000 and 1999, the Company issued 2,844,995
shares  of  its  common  stock  in a limited Regulation D private placement. The
shares were issued to five unrelated investors and yielded aggregate proceeds to
the  Company  of  $555,889.

Web  site  development  costs  have been paid to the web designer.  Expenses for
development,  marketing and advertisements were approximately $85,000 during the
Year  2000.  The  company  also  created  an  initial  inventory  valued  at
approximately  $5,000.   The  value  and amount of the inventory may increase as
business  develops.  The  Company has gained approval for 30 day lines of credit
with  its  distributors.  This  will  allow  the  Company to purchase the needed
ongoing inventory. Additional development, marketing, advertising, and inventory
costs  are  being  paid  for  with  funds from the proceeds of a limited private
offering  executed  in  February  of  1999  and the issuance of common stock for
certain  services.  The Company expects to use revenues from the web site to pay
for  its  operating  costs.  However,  the  Company does not guarantee that such
revenues  will  be  adequate  to  fund  the  Company's  plans.

The  Company  will  substantially rely on the existence of revenue from the home
cleaning  business  and  from the projected revenues of Beautymerchant.com.  The
Company  projects  that current and projected revenues and capital reserves will
sustain  it for 12 months.  If the projected revenues of Beautymerchant.com fall
short  of  needed  capital  the  Company will not be able to sustain its capital
needs for more than six months.  The Company will then need to obtain additional
capital through equity or debt financing to sustain operations for an additional
year.  A  lack  of  significant  revenues beginning in the first quarter of 2000
will  significantly affect the cash position of the Company and move the Company
toward  a position where the raising of additional funds through, collections of
subscriptions  receivable,  equity  or  debt  financing  will  be  necessary.

On  a  long-term  basis, liquidity is dependent on continuation and expansion of
operations,  receipt  of  revenues,  additional  infusions  of  capital and debt
financing.  The  Company  is  considering  launching  a wide scale marketing and
advertising  campaign.  The  current  Company's  capital  and  revenues  are not
sufficient  to  fund  such  a campaign.  If the Company chooses to launch such a
campaign  it well require substantially more capital.  If necessary, the Company
plans to raise this capital through an additional follow-on stock offering.  The
funds  raised  from  this  offering  will  be  used  to  develop and execute the
marketing  and  advertising  strategy  that  may  include the use of television,
radio,  print and Internet advertising.  However, there can be no assurance that
the  Company  will  be able to obtain additional equity or debt financing in the
future,  if  at  all.  If the Company is unable to raise additional capital, the
growth  potential  will  be  adversely affected.  Additionally, the Company will
have  to  significantly  modify  its  plans.

Financing  activities  for  the  year  ended December 31, 1999 also consisted of
principal  repayments under the company's capitalized lease obligation, which it
has for its office equipment, and repayments of shareholder loans payable in the
amount  of  $2,500  and  $41,127, respectively. Repayments under the capitalized
lease  obligation  for  the  year  ended  December  31,  2000  were  $2,560.

Results  of  Operations
-----------------------

Sales

Sales  for  the year ended December 31, 2000 decreased to $376,450 from $429,172
for  the  year  ended  December  31,  1999,  a decrease of 12%.  The decrease in
revenues  was primarily attributable to a decrease in the revenues from Cleaning
Express  USA,  the home cleaning service subsidiary, somewhat offset by revenues
earned  by  the  BeautyMerchant.com  subsidiary.

Sales  from  the  home cleaning industry have accounted for approximately 90% of
total  net  sales in 2000 and nearly all of the sales in 1999. The Company plans
to  accelerate  growth  of sales in 2000 by increasing expenditures on marketing
and  growing  public  awareness  of  services.

Income  /  Losses

Net  losses  for  the  year  ended  December 31, 2000 increased to $791,306 from
$166,435  for  the  year  ended  December  31,  2000,  an increase of 375%.  The
substantial  increase  in  losses  was  attributable primarily to an increase in
non-cash  expenses relating to payroll expenses and professional services, which
were  $387,346  and  $201,027,  respectively

The Company expects to continue to incur losses at least through fiscal 2001 and
there  can  be  no  assurance  that  the  Company  will  achieve  or  maintain
profitability  or  that  its  revenue  growth  can  be  sustained in the future.

Expenses

Selling,  general  and  administrative  expenses for the year ended December 31,
2000,  increased to $906,322 from $408,161 for the year ended December 31, 1999,
an  increase  of  122%.  The  increase  in  selling,  general and administrative
expenses  was  the  result  of  a  significant  increase in payroll expenses and
professional  fees  associated  with  the launching of Beautymerchant.com, which
were  $387,346  and  $201,027,  respectively.

Depreciation and amortization expenses for the years ended December 31, 2000 and
December 31, 1999 were $3,800 and $2,850, respectively.  The increase was due to
additional  equipment  purchased  by  the  Company  during  2000  and  1999.

The  company  has  attempted  to  reduce rent expenses by closing the Boca Raton
office  at  the  end of 1999 and consolidating operations in the Fort Lauderdale
office  of  Cleaning  Express USA. This reduces overhead expenses by a projected
4-5%  for  the  coming year.  In addition, the company has taken steps to change
daily operations of Cleaning Express USA, projecting a savings of 5-10% over the
new  year.     Specifically,  the  Company  is  anticipating  a lower labor cost
associated  with  its  cleaning  services and lower web site maintenance leading
into  2001.  Reduction  of  sales  was  the  primary  reason for decreasing such
expenses,  caused  by  a  temporary  shortage of cleaning personnel in the South
Florida  area.

     The  Company  expects  increases  in  overall  expenses through 2001 as the
Company  moves  toward increasing development and marketing of its Beauty Works,
USA  subsidiary.

Cost  of  Sales

The  largest factor in the variation from year to year in the cost of sales as a
percentage  of  net  sales  is  the  cost  of  labor.

The  cost of sales for the year ended December 31, 2000 was $263,394 compared to
$252,402  for  the  year  ended  December 31, 1999.  The increase in the cost of
sales  was  primarily  attributable  an  increase  in  product  sales  in
Beautymerchant.com.  Cost  of  sales  as  a percentage of sales for December 31,
2000  and  1999  was  70%  and  59%,  respectively.

Impact  of  Inflation

The  Company  believes  that inflation has had a negligible effect on operations
over  the  past  two years. The Company believes that it can offset inflationary
increases  in  the  cost  of  labor  by increasing sales and improving operating
efficiencies.

Trends,  Events,  and  Uncertainties

Demand  for the Company's home cleaning services and Beautymerchant.com products
will  be  dependent  on,  among other things, market acceptance of the Company's
concept,  the quality of its Web site and general economic conditions, which are
cyclical  in nature.  Inasmuch as a major portion of the Company's activities is
the  receipt  of revenues from the sales of its products, the Company's business
operations  may be adversely affected by the Company's competitors and prolonged
recessionary  periods.



<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS

                        CONSOLIDATED FINANCIAL STATEMENTS

                            BEAUTYMERCHANT.COM, INC.
                            ------------------------
                                 & SUBSIDIARIES
                                 --------------

                                December 31, 2000

                                    CONTENTS

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

INDEPENDENT  AUDITORS'  REPORT

CONSOLIDATED  BALANCE  SHEET
     ASSETS,  LIABILITIES  AND  STOCKHOLDERS'  EQUITY

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

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



<PAGE>
PERRELLA & ASSOCIATES, P.A.
                                                           555 S. POWERLINE ROAD
                                                    POMPANO BEACH, FLORIDA 33069

PHONE (954) 979-5353
FAX     (954) 979-6695

To the Board of Directors and Stockholders:
BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
4818 West Commercial Boulevard
Fort Lauderdale, Florida 33319

We  have  audited  the  accompanying  consolidated  balance  sheet  of
Beautymerchant.com,  Inc.  and  its wholly owned subsidiaries as of December 31,
2000  and  the  related  consolidated  statements  of  operations, stockholders'
equity,  and  cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  financial  statements  based on our audit. The financial
statements for the year ended December 31, 1999 were prepared by other certified
public  accountants;  whose  report dated March 1, 2000 expressed an unqualified
opinion.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  from  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Beautymerchant.com, Inc. (a
Nevada  corporation)  and its wholly-owned subsidiaries as of December 31, 2000,
and  the results of its operations and its cash flows for the year then ended in
conformity  with  generally  accepted  accounting  principles.


/s/ Perrella & Associates, PA

March 12, 2001








<TABLE>
<CAPTION>


                           CONSOLIDATED BALANCE SHEET
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                                December 31, 2000



               ASSETS
               ------


<S>                               <C>
CURRENT ASSETS
--------------------------------
  Cash . . . . . . . . . . . . .  $ 56,191
  Accounts receivable. . . . . .     1,684
Marketable securities. . . . . .    68,000
Inventory. . . . . . . . . . . .     3,563
  Shareholder loan receivable. .     7,892
                                  ---------
    TOTAL CURRENT ASSETS . . . .   137,330

FIXED ASSETS
  Furniture. . . . . . . . . . .     6,521
  Leasehold improvements . . . .     2,000
  Equipment. . . . . . . . . . .    32,185
  Less: Accumulated depreciation   (32,344)
                                  ---------
      NET FIXED ASSETS . . . . .     8,363

OTHER ASSETS
--------------------------------
  Deposits . . . . . . . . . . .     3,700
                                  ---------
    TOTAL OTHER ASSETS . . . . .     3,700
                                  ---------

      TOTAL ASSETS . . . . . . .  $149,393
                                 ==========

</TABLE>













         See notes to audited financial statements and auditors' report.

<TABLE>
<CAPTION>


                     CONSOLIDATED BALANCE SHEET (CONTINUED)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                                December 31, 2000


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------



<S>                                                <C>
CURRENT LIABILITIES
-------------------------------------------------
  Accounts payable and accrued expenses . . . . .  $     2,230
  Current portion of capitalized
           lease obligation . . . . . . . . . . .        1,862
                                                   ------------
    TOTAL CURRENT LIABILITIES . . . . . . . . . .        4,092
                                                   ------------

LONG-TERM DEBT
-------------------------------------------------
  Capitalized lease obligation. . . . . . . . . .        2,765
                                                   ------------

COMMITMENTS - NOTE C
-------------------------------------------------

STOCKHOLDERS' EQUITY
-------------------------------------------------
  Common stock ($.001 par value; 100,000,000
     shares authorized, 11,685,065 shares issued
     and outstanding) . . . . . . . . . . . . . .       11,685
  Convertible preferred stock ($.001 par value;
   50,000,000 shares authorized, 1,000,000. . . .           --
   shares issued and outstanding) . . . . . . . .        1,000
Additional paid-in-capital. . . . . . . . . . . .    1,157,137
  Retained deficit. . . . . . . . . . . . . . . .   (1,027,286)
                                                   ------------
                                                       142,536
      TOTAL STOCKHOLDERS' EQUITY. . . . . . . . .      $149,393
                                                   ------------
                                                   ============

</TABLE>









         See notes to audited financial statements and auditors' report.


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 1999 and 2000
                 ==============================================



                                       1999          2000
                                      -----          ----


REVENUE
-------

  Sales                             429,172       376,450
  Cost of Sales                    (252,402)     (263,394)
                                   --------       --------
     GROSS PROFIT                   176,770       113,056

SELLING, GENERAL & ADMINISTRATIVE EXPENSES
------------------------------------------

  Advertising                        96,094       121,940
  Automobile                          4,452         7,028
  Bad Debt Expense                   65,197         5,736
  Bank Service Charges                  945         2,026
  Continuing Professional Education   3,385            25
  Consulting Fees                       -0-        96,097
  Depreciation                        2,850         3,800
  Employee Leasing                   61,566        13,856
  Equipment Leasing                   4,962           -0-
  Insurance                           9,065        25,418
  Office Expense and Supplies        25,574        15,732
  Payroll Expenses                      -0-       387,346
  Professional Fees                  71,183       104,930
  Public Trading                      9,815        37,800
  Rent                               29,449        32,526
  Repairs & Maintenance                 356           529
  Taxes & Licenses                    1,612         1,036
  Telephone                           8,915        18,572
  Travel and Entertainment            3,503         3,500
  Utilities                           1,863         1,479
  Web Site Development                7,375        26,946
                                     ------       -------
     TOTAL EXPENSES                 408,161       906,322
                                     -------      -------








         See notes to audited financial statements and auditors' report.

<TABLE>
<CAPTION>


                  CONSOLIDATED STATEMENTS OF OPERATIONS (CONT.)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 1999 and 2000
                 ==============================================



                                                        1999          2000
                                                    ------------  ------------
<S>                                                 <C>           <C>
  OPERATING LOSS . . . . . . . . . . . . . . . . .  $  (231,391)  $  (793,266)

OTHER INCOME (EXPENSE)
--------------------------------------------------

  Interest Income. . . . . . . . . . . . . . . . .       65,837           -0-
  Interest Expense . . . . . . . . . . . . . . . .         (881)       (1,040)
                                                    ------------  ------------
Total Other Income (Expense) . . . . . . . . . . .       64,956        (1,040)
                                                    ------------  ------------

  LOSS BEFORE INCOME TAXES . . . . . . . . . . . .     (166,435)     (794,306)

  Income Taxes - Note D. . . . . . . . . . . . . .          -0-           -0-
                                                    ------------  ------------

  NET LOSS . . . . . . . . . . . . . . . . . . . .     (166,435)     (794,306)


Basic and fully diluted net loss per common share.  $      (.01)  $      (.06)
                                                    ============  ============

Weighted average common shares . . . . . . . . . .   11,729,054    12,879,714
                                                    ============  ============


</TABLE>














         See notes to audited financial statements and auditors' report.

<TABLE>
<CAPTION>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 1999 and 2000
                 ==============================================



                                                         1999        2000
                                                      ----------  ----------
<S>                                                   <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
----------------------------------------------------
  Net loss . . . . . . . . . . . . . . . . . . . . .   (166,435)   (794,306)
  Adjustments to reconcile net loss
  to net cash used in operating activities:
  Depreciation . . . . . . . . . . . . . . . . . . .      2,850       3,800
  Recoverable income taxes decrease. . . . . . . . .        400         -0-
  Common stock issued in exchange for services . . .     38,502     103,907
  Adjustment due to stock split. . . . . . . . . . .      1,000         -0-
  (Increase) decrease in operating assets:
   Accounts receivable . . . . . . . . . . . . . . .     (4,885)      3,701
   Inventory . . . . . . . . . . . . . . . . . . . .     (4,542)        979
   Prepaid expenses. . . . . . . . . . . . . . . . .     (1,781)    393,121
   Deposits. . . . . . . . . . . . . . . . . . . . .     (2,000)        -0-
  (Decrease) in operating liabilities:
Excess of outstanding checks over bank balance . . .    (11,366)        -0-
   Accounts payable & accrued expenses . . . . . . .     (7,060)     (2,700)
                                                      ----------  ----------

    NET CASH USED IN
    OPERATING ACTIVITIES . . . . . . . . . . . . . .   (155,317)   (359,498)
                                                      ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
----------------------------------------------------
  Expenditures for leaseholds and equipment. . . . .     (9,295)     (1,565)
                                                      ----------  ----------

    NET CASH USED IN
    INVESTING ACTIVITIES . . . . . . . . . . . . . .     (9,295)     (1,565)
                                                      ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
----------------------------------------------------
  Proceeds from common stock issuances/subscriptions    315,563     240,326
  Payments on shareholder/officer loans payable. . .    (41,127)        -0-
  Principal repayments under capital lease . . . . .     (2,560)     (2,500)
                                                      ----------  ----------

  NET CASH PROVIDED BY
    FINANCING ACTIVITIES . . . . . . . . . . . . . .  $ 271,876   $ 305,826
                                                      ----------  ----------

</TABLE>



         See notes to audited financial statements and auditors' report.



                  CONSOLIDATED STATEMENT OF CASH FLOWS (CONT.)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 1999 and 2000
                 ==============================================

                                            1999           2000
                                            -----           ----

     NET INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                   107,264      (55,237)

Cash and cash equivalents, beginning of year  4,164      111,428
                                            -------      -------

     CASH AND CASH EQUIVALENTS,
     END OF YEAR                         $  111,428   $   56,191
                                         ==========  ============

SUPPLEMENTAL  CASH  FLOW  INFORMATION:
--------------------------------------

Supplemental disclosures of cash flow information for the year ended December
31, 1999 and 2000 is summarized as follows:

Cash paid during the year for interest and income taxes:
                                           1999       2000
                                          -----       ----

     Income Taxes                      $       -     $    -
     Interest                          $     881     $1,040
                                       =========   ========

NON-CASH FINANCING ACTIVITES:
-----------------------------

Incurrence of shareholder loan receivable for sale
  of common and preferred stock to officer   $     8,000   $   -
                                             ===========   =========

Common stock issued to officers/shareholders for
  year 2000 services, charged to prepaid expenses
                                             $  389,340    $   -
                                             ===========   =========
Common stock issued for other services       $       -0-   $ 103,907
                                             ===========   =========

Common stock issued in exchange for marketable securities
                                             $       -0-   $   68,000
                                             ===========   ==========

Retirement of common stock                   $       -0-   $  359,667
                                             ===========   ==========





         See notes to audited financial statements and auditors' report.



<TABLE>
<CAPTION>


                                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                          BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                                       For the Year Ended December 31, 1999 and 2000
                                       =============================================


                                          Convertible                                              Additional
                                         Common Stock                      Preferred Stock         Paid-in     Retained
                                            Shares           Amount         Shares     Amount      Capital      Deficit
                                         -------------  -----------------  --------------------    --------------------
<S>                                      <C>            <C>                <C>        <C>        <C>          <C>
Balances, January 1, 1999 . . . . . . .     3,183,350   $          3,183         -0-        -0-         -0-   $   (66,545)

  Reverse common stock split
  (1 for 10) Equity Effects . . . . . .    (2,861,020)            (2,861)        -0-        -0-       2,861           -0-

  Common stock issued
     for 1999 services. . . . . . . . .        36,500                 37         -0-        -0-      38,465           -0-

  Sale of common stock under
     Reg D Offering . . . . . . . . . .     4,487,274              4,487         -0-        -0-     982,713           -0-

  Common stock issued to
     Officer/Shareholder. . . . . . . .     8,000,000              8,000         -0-        -0-         -0-           -0-

  Net Loss for the year . . . . . . . .           -0-                -0-         -0-        -0-         -0-      (166,435)

  Convertible preferred stock issued in
     exchange for promissory note . . .           -0-          1,000,000       1,000        -0-         -0-           -0-

  Common stock issued for 2000
     services . . . . . . . . . . . . .       333,000                333         -0-        -0-     389,007           -0-
Balances, December 31, 1999 . . . . . .    13,179,104   $         13,179   1,000,000  $   1,000  $1,413,046   $  (232,980)
                                         -------------  -----------------  ---------  ---------  -----------  ------------

  Common stock issued for services. . .       148,240                148         -0-        -0-     103,760           -0-

Retirement of shares during the year. .    (1,642,279)            (1,642)        -0-        -0-    (359,667)          -0-

  Net Loss for the year . . . . . . . .           -0-                -0-         -0-        -0-         -0-      (794,306)
Balances, December 31, 2000 . . . . . .    11,685,065   $         11,685   1,000,000  $   1,000  $1,157,139   $(1,027,286)
                                         -------------  -----------------  ---------  ---------  -----------  ------------
</TABLE>




         See notes to audited financial statements and auditor's report.







                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 2000 and 1999
                 ==============================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Business  Activity  -  Beautymerchant.com,  Inc.  (a Nevada corporation) legally
------------------
changed  its  corporate  name  in 1999 and was formerly known as ATR Industries,
Inc.,  a  Nevada  corporation,  which  was incorporated in 1987. These financial
statements  include  the  effects  of  its  wholly  owned subsidiaries, Cleaning
Express  USA  (a  Florida  corporation)  and  Beauty  Merchant,  Inc. (a Florida
corporation).  The  company  is  a  full service cleaning company offering daily
residential cleaning services, carpet cleaning and other related services in the
South  Florida  area  under the name of Cleaning Express USA. During April 2000,
the  Company  began  operations as an E-commerce distributor of beauty products.

Accounts  Receivable  -  Accounts  receivable are charged to bad debt expense as
--------------------
they  are deemed uncollectible based upon a periodic review of the accounts. Bad
debt  expense  for  the  year  ended  December 31, 2000 was $5,736 due to credit
charge  backs  on  certain  international  Internet  orders for beauty products.

Fixed  Assets  - Fixed Assets are recorded at cost and include expenditures that
-------------
substantially  increase the productive lives of the existing assets. Maintenance
and  repair  costs  are expensed as incurred. Depreciation is provided using the
straight-line  method  and  other  methods  that  approximate  the straight-line
method. It is calculated over recovery periods as prescribed by management which
range  from  5  years  for  equipment  to  7  years  for  furniture.  Leasehold
improvements  are  amortized  over  the  terms  of  the office operating leases.

When a fixed asset is disposed of, its cost and related accumulated depreciation
are  removed  from  the  accounts. The difference between undepreciated cost and
proceeds  from  disposition  is  recorded  as  gain  or  loss.

Advertising  -  The  Company  charges  the  costs of advertising to expense when
-----------
incurred.

Basis  of  Presentation  - The financial statements are presented on the accrual
-----------------------
basis  of  accounting.

Uninsured Deposits - At various times during the years, the Company maintained a
------------------
bank  account  balance  which  exceeded  federally  insured  limits.

Marketable  Securities  - Marketable securities include the Company's investment
----------------------
in  various  equity  securities recorded at fair market value. Classification as
current  is  based on the Company's intent to hold or sell the securities within
one  year.  The marketable securities were also classified as trading securities
with  holding  gains  and  losses  recognized  in  current  period  income.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 2000 and 1999
                 ==============================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
-----------------------------------------------------------

Cash  and  Cash  Equivalents  - For purposes of the Statement of Cash Flows, the
----------------------------
Company  considers  highly liquid investments with an original maturity of three
months  or  less  to  be  cash  equivalents.

Revenue  Recognition-  Revenue  for  the  residential  cleaning  operations  is
--------------------
recognized  when  cleaning  services  are  performed.

Revenue  for  E-commerce  beauty  sales  is  recognized  when  the  products are
shipped,  provided  collection  of  the resulting receivable is probable and the
earnings  process  is  complete. Internet related services revenue  are recorded
when  earned.  If any material contingencies are present, revenue recognition is
delayed  until all material contingencies are eliminated. Material contingencies
are  circumstances  in  which  there  are  any potential uncertainties as to the
completion  of  the  revenue  process  being  complete.  Further,  no revenue is
recognized  unless  collection  of  the  applicable  consideration  is probable.
Probable  collection is determined at the time collection occurs or is more than
reasonably  possible  it  will  be  collected.

Web  Site  Research  and Development - All costs incurred during the application
------------------------------------
development  stage  of  web  site  research and development are capitalized. All
training  and  application  maintenance  costs  incurred  during  the  post
implementation (operation stage) are expensed. GJGene JohnstonThis is where we
changed this statement 4/12/00.All upgrades and enhancements incurred during the
post implementation (operations stage) are capitalized.

Income Taxes - Income taxes are provided for the tax effects of transactions
------------
reported in the financial statements and consist of deferred taxes related
primarily to differences between the bases of certain assets and liabilities for
financial and tax reporting. Deferred taxes represent the future tax return
consequences of those differences, which will either be taxable or deductible
when the assets and liabilities are recovered or settled. The income tax benefit
consists of taxes currently refundable due to net operating loss carryback
provisions for federal and state governments. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more likely than
not that some portion or the entire deferred tax asset will not be realized.
Deferred tax assets and liabilities are adjusted for the effect of changes in
tax laws and rates on the date of enactment. There are no other deferred income
tax assets or liabilities required to be recorded or disclosed in accordance
with Statement of Financial Accounting Standards No.109.




               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 2000 and 1999
                 ==============================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
-----------------------------------------------------------

Use  of  Estimates  - The preparation of financial statements in conformity with
------------------
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that effect the reported amounts of assets and liabilities and
disclosures  of  contingent  assets  and  liabilities  at  the date of financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards
---------------------------
Board  Statement  of  Financial  Accounting  Standards  No.  130,  "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of  comprehensive  income (loss) and its components in the financial statements.
There  were  no  material items of comprehensive income (loss) applicable to the
Company  during  the  period  covered  in  the  financial  statements.

NOTE  B  -  OBLIGATION  UNDER  CAPITAL  LEASE
---------------------------------------------

The  Company  is  leasing  equipment  under  a  noncancelable capital lease that
expires  in  December,  2002.  The  obligation  under the capital lease has been
recorded  in  the  accompanying  Balance  Sheet  at the net present value of the
future  minimum  lease payments, discounted at an interest rate of 20%. The book
value  of  the  equipment  was  approximately  $2,500  at  December  31,  2000.

Minimum  future obligations under this capital lease at December 31, 1999 are as
follows:

Year                                  Amount
----                                  ------
2001                                $  3,540
2002                                   3,540
                                   ---------
          Total minimum obligation     7,080

     Less amount representing interest 2,453
                                   ---------

          Present value of net
          minimum obligation           4,627

          Less current portion         1,862
                                   ---------
                                    $  2,765
                                    ========





               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 2000 and 1999
                 ==============================================

NOTE C - COMMITMENTS
--------------------

The Company leases its offices in Fort Lauderdale, Florida under non-cancelable
operating leases that expire from varying dates through December 31, 2002.
Future minimum rental payments as of December 31, 2000 in the aggregate and for
each of the two succeeding years are as follows:

Year                              Amount
----                              ------

2001                                 31,500
2002                                 23,850
                                  ---------
                                   $ 55,350
                                   ========


Rent expense for 2000 was $32,526.

In  1999,  the  Company  has committed itself to compensate each of its Board of
Directors  in the amount of 1,000 shares of its common stock annually and 10,000
common  stock purchase options over a thirty six-month period. As of the date of
this  report,  no option agreement has been officially adopted, there is no fair
market  value  for  the  options  and  none  of the equity instruments have been
issued.

NOTE D - INCOME TAXES
---------------------

The Company has approximately $703,869 of federal and state net operating losses
available,  which  expire  in  various  years  through  the  year  2014.

Due  to  operating  losses,  there  is no provision for current federal or state
income  taxes  for  the  years  ended  December  31,  2000  and  1999.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amount  used  for  federal  and  state  income tax purposes.








               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 2000 and 1999
                 ==============================================

NOTE D - INCOME TAXES (CONT.)
-----------------------------

The  Company's deferred tax asset at December 31, 2000 consists of net operating
loss  carryforwards  calculated  using  federal  and  state  effective tax rates
equating  to  approximately $106,000 less a valuation allowance in the amount of
approximately $106,000, respectively.  Because of the Company's lack of earnings
history,  the deferred tax asset has been fully offset by a valuation allowance.
The  valuation  allowance increased by approximately $36,000 and $56,000 for the
years  ended  December  31,  2000  and  1999,  respectively.

Utilization  of  the  net  operating  losses  may  be  subject to certain annual
limitations  under  Code  Section  382  of the Internal Revenue Code of 1986, as
amended.  The  annual  limitation  may result in the expiration of net operating
losses  before  full  utilization.

The Company's total deferred tax asset as of December 31, 2000 is as follows:

     Net operating loss carryforwards          $   106,000
     Valuation allowance                          (106,000)
                                              -------------

     Net deferred tax asset                    $       --
                                               ============
NOTE  E  -  LOSS  PER  SHARE
----------------------------

The  Company  adopted  Statement  of Financial Accounting Standard (SFAS) No.128
during  1999.  This  statement  requires  dual presentation of basic and diluted
earnings  (loss)  with  a reconciliation of the numerator and denominator of the
loss  per  share computations. Basic earnings per share amounts are based on the
weighted  average  shares of common outstanding. If applicable, diluted earnings
per  share  would  assume  the conversion, exercise or issuance of all potential
common  stock  instruments such as options, warrants and convertible securities,
unless  the  effect  is  to  reduce  a  loss  or  increase  earnings  per share.
Accordingly,  this presentation has been adopted for the period presented. There
were  no  adjustments  required  to  net  loss  for  the period presented in the
computation  of  diluted  earnings  per  share.  The  basic and diluted weighted
average shares outstanding for the years ended December 31, 2000 and 1999 are as
follows:

                                                        2000              1999
                                                        ----              ----
Weighted average outstanding common shares used
   for basic and diluted EPS                          12,879,714     11,729,054
                                                      ==========     ==========





               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 2000 and 1999
                 ==============================================

NOTE F - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------

In  June  of  1998,  the  Financial  Accounting  Standards  Board  (FASB) issued
Statement  of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments  and Hedging Activities," which the Company has not been required to
adopt.  The  Statement,  deferred by SFAS No. 134, is effective for fiscal years
beginning  after  June  15,  2001  and  establishes standards for accounting and
reporting  for  derivative  instruments and hedging activities. The Company does
not  expect  that  the  adoption  of Statement of Financial Accounting Standards
No.133  will  have  a  material  impact  on its financial statements because the
Company  does  not  currently  hold  any  derivative  instruments.

In  April  1998,  the AICPA issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities".  The SOP is effective for fiscal years beginning after December 15,
1998. The SOP requires costs of start-up activities and organization costs to be
expensed  as  incurred. The Company adopted SOP 98-5 for the year ended December
31,  1999.  The  adoption  of  SOP  98-5  did  not have a material impact on the
Company's  financial  statements.

The  FASB  has  issued  SFAS No. 134, "Accounting for Mortgage-Backed Securities
Retained  after the Securitization of Mortgage Loans Held for Sale by a Mortgage
Banking  Enterprise,"  an  amendment of FASB Statement No. 65, which the Company
has  not  been  required  to adopt as of December 31, 1999. Statement No. 65, as
amended  by FASB Statements No. 115, "Accounting for Certain Investments in Debt
and  Equity  Securities", and No. 125, "Accounting for Transfer and Servicing of
Financial  Assets  and  Extinguishments  of Liabilities", require that after the
securitization  of  a mortgage loan held for sale, an entity engaged in mortgage
banking  activities classify the resulting mortgage-backed security as a trading
security.  This  statement further amends Statement No. 65 to require that after
the  securitization  of  mortgage  banking  activities  classify  the  resulting
mortgage-backed  securities or other retained interests based on its ability and
intent to sell or hold those investments. This Statement is effective for fiscal
years after December 15, 1998 and did not have a material impact on the Company.

NOTE  G  -  STOCKHOLDERS'  EQUITY
---------------------------------

During  the  year  ended December 31, 2000, the Company issued 148,240 shares of
its common stock for services to employees and consultants. The stock issued was
valued at the market price at the time of issuance, giving an aggregate value of
$103,907.  The total amount was expensed during the year ended December 31, 2000
and  is  included  in  the  accompanying  financial  statements.



               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 2000 and 1999
                 ==============================================

NOTE  G  -  STOCKHOLDERS'  EQUITY  (CONT.)
------------------------------------------

During  the  year  ended December 31, 2000, the Company retired 1,642,279 of the
common  shares  that  had  been  subscribed  at  $.22  per  share.

Also  during  the year ended December 31, 2000, the Company received $240,326 in
proceeds  from  common stock subscribed during the year ended December 31, 1999.

The Company has 1,000,000 shares of preferred stock outstanding at December 31,
2000, which is convertible at the option of the shareholder into 10,000,000
shares of common stock.

NOTE  H  -  SEGMENT  INFORMATION
--------------------------------

Based on the criteria established by SFAS 131, "Disclosures about Segments of an
Enterprise  and  Related  Information,"  the  Company  operates in two principal
business  segments  -  (1)  residential  cleaning  service,  and  (2) e-commerce
operations. In accordance with SFAS 131, the Company is required to describe its
reportable  segments  and  provide  data  that  is consistent with the data made
available  to the Company's management to assess performance and make decisions.
The  Company does not allocate any operating costs to its e-commerce segment, as
management  does  not  use  this  information  to measure the performance of the
operating segment. Management does not believe that allocating these expenses is
material  in evaluating the segment's performance. Information from the internal
management reports may differ from the amounts reported under generally accepted
accounting  principles  due  to  certain  corporate level adjustments related to
vendor  reserves  for potential under-delivery of minimum guaranteed orders. The
Company  did  not have its e-commerce segment during the year ended December 31,
1999.  Summarized  sales  information by segment for 2000, as excerpted from the
internal  management  reports,  is  as  follows:

     Residential Cleaning       $340,413
     E-commerce                   36,037
                              ----------
          Total                 $376,450
                                ========


NOTE I - SUBSEQUENT EVENTS
--------------------------

Subsequent to December 31, 2000 the Company authorized the issuance of 1,000,000
shares of its common stock pursuant to a compensation plan for 2001 services. As
of the date of this report, no shares have been issued.


               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                     BEAUTYMERCHANT.COM, INC. & SUBSIDIARIES
                 For the Years Ended December 31, 2000 and 1999
                 ==============================================

NOTE J - EMPLOYMENT AGREEMENTS
------------------------------

The Company is committed to two employment agreements through September 1, 2001.
Pursuant  to  the  agreements,  two  of  the  Company's  officers  and  majority
shareholders  shall  receive  total combined annualized salaries of $185,000 and
the  President  is  additionally entitled to receive an incentive bonus of 2% of
the  adjusted  net  profits. Adjusted net profit is defined as net profit before
federal  and  state  income  taxes  and adjusted to exclude any incentive salary
payments  paid  pursuant  to  these  agreements, any contributions to pension or
profit  sharing  plans,  any  extraordinary  gains  or  losses,  any  refund  or
deficiency  of  federal  or  state  income  taxes  paid in a prior year, and any
provision  for  federal  and  state  income  taxes  made in prior years which is
subsequently  determined  to  be  unnecessary.

ITEM 8. CHANGES WITH AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     NONE

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)     Identification of Directors

The following information, as of March 22, 2001 is furnished with respect to
each Director:
               Year First
          Elected as
Name of Director     Age     Director     Position with Company
----------------     ---     --------     ---------------------

Edward A. Roth       43     1997          Chairman, President & CEO
Alisha Roth          35     1997          Secretary, Treasurer, Director
Barbara Patigalia    50     1997          Director

All Directors serve for one-year terms, which expire at the annual shareholders
meeting in 2000.

The following information, as of March 22, 2001 is furnished with respect to
each officer:
(b)     Identification of Executive Officers

Name of Officer          Age     Position   (Date Elected To Position)
---------------          ---     -------------------------------------

Edward A. Roth           43     Chairman, President & CEO (1997)
Michael J. Bongiovanni   39     Chief Financial Officer
Alisha Roth              35     Secretary, Treasurer, Director (1997)

All officers serve at the pleasure of the Board.

There are no arrangements or understandings pursuant to which any of them were
elected as officers.

Edward  A.  Roth  has been President and Director of the Company since 1997. Mr.
Roth previously served as Vice-President and Director of Operations for Cleaning
Express  USA since it's inception in November 1994.  During this period Mr. Roth
developed  and  implemented  all  operations and developments creating a company
that  started  with  less  than  50  customers,  and  today  services over 8,000
customers  in  South  Florida.  Mr. Roth was President of Advanced Appearance, a
chain  of Beauty Salons, in Alabama and Florida form 1978 to 1988. Prior to this
Mr.  Roth  served as a management consultant working independently for 20 years.
Mr.  Roth has attended Auburn University majoring in Business and marketing, and
is  also a veteran of the United States Air Force.  Edward A. Roth is married to
Alisha  M.  Roth

Michael  J.  Bongiovanni  has  been Chief Financial Officer of the Company since
April  2000.  Mr.  Bongiovanni  is  responsible for SEC reporting compliance and
financial  analysis  of  new  operations  including Beautymerchant.com, Inc. and
Beautyworks  USA,  Inc.  Mr.  Bongiovanni  has  served  numerous publicly traded
companies  in  financial  consulting  and  business  management  since 1980. Mr.
Bongiovanni  received  his  Masters  of  Accounting  degree  at Florida Atlantic
University.

Alisha  M.  Roth has served as Secretary and Director of the Company since 1997.
Mrs. Roth served previously as President of Cleaning Express USA, and during her
tenure she was in charge of staffing and customer relations.  Mrs. Roth has been
with  Cleaning  Express  USA  since  1994,  prior  to that she was a resident of
Trinidad, West Indies.  Mrs. Roth has owned and operated her own business in the
restaurant  and  pre-school  development  areas,  and  has 8 years of management
experience.  Alisha  M.  Roth  is  married  to  Edward  A.  Roth.

Barbara  Patigalia  is  a  language  pathologist  with the Head Start program in
Maryland,  and  serves  as  President  of the League of Women Voters in Potomac,
Maryland.  Ms.  Patigalia  had  no  business experience during the last 5 years,
except  other  than  through  her  role  as  a  director  of  the  Company.

There have been no events under any bankruptcy act, no criminal proceedings and
no judgments or injunctions material to the evaluation of the ability and
integrity of any director or executive officer during the past 5 years.

Section 16(a) Beneficial Ownership Reporting Compliance

Based on information furnished to Registrant, no officer, director, or ten
percent shareholder failed to file on a timely basis reports on Forms 3, 4, or 5
during the most recent two fiscal years.

ITEM 10. EXECUTIVE COMPENSATION

         Summary Compensation Table

The following table sets forth in summary form the compensation received during
each of the Company's last three completed fiscal years by the Chief Executive
Officer and President of the Company. No executive officer of the Company,
including the Chief Executive Officer and President, received total salary and
bonus exceeding $100,000 during any of the last three fiscal years.
<TABLE>
<CAPTION>


Summary Compensation Table



<S>            <C>      <C>           <C>          <C>        <C>      <C>       <C>
               Other    Restricted    Restricted
Name and. . .  Fiscal   Annual        Compen       Stock      LTIP     Stock
 Position . .  Year     Salary        Bonuses      - sation   Awards   Options   Bonuses
               =======  ============  ===========  =========  =======  ========  -------
                   (1)           (2)      (3) (7)        (4)      (5)       (6)
               -------  ------------  -----------  ---------  -------  --------
Edward A. . .    2000   $   333,121          -0-        -0-      -0-       -0-       -0-
Roth, CEO . .    1999   $    43,215          -0-        -0-      -0-       -0-       -0-
and President    1998   $       -0-          -0-        -0-      -0-       -0-       -0-
-------------  -------  ------------  -----------  ---------  -------  --------  -------
Michael J . .    2000   $    46,800          -0-        -0-      -0-       -0-       -0-
Bongiovanni,.    1999   $       -0-          -0-        -0-      -0-       -0-       -0-
CFO . . . . .    1998   $       -0-          -0-        -0-      -0-       -0-       -0-
-------------  -------  ------------  -----------  ---------  -------  --------  -------
Alisha Roth,.    2000   $    60,000          -0-        -0-      -0-       -0-       -0-
Secretary,. .    1999   $       -0-          -0-        -0-      -0-       -0-       -0-
Treasurer . .    1998   $       -0-          -0-        -0-      -0-       -0-       -0-
-------------  -------  ------------  -----------  ---------  -------  --------  -------
</TABLE>




(1)     The dollar value of base salary (cash and non-cash) received.
Information on the stock-based compensation can be found in the accompanying
audited financial statements.

(2)     The dollar value of bonus (cash and non-cash) received.

(3)     During the periods covered by the Summary Compensation Table, the
Company did not pay any other annual compensation not properly categorized as
salary or bonus, including perquisites and other personal benefits, securities
or property.

(4)     During the periods covered by the Summary Compensation Table, the
Company did not make any award of restricted stock.

(5)     The Company has had no stock option plans.

(6)     The Company currently has no Restricted Stock Bonus Plans.

(7)     No other compensation

Compensation of Directors

The  Company  pays  its  non-employee  director  1,000  shares  of the Company's
restricted  common  stock  per  year  for  Directors'  Meetings  attended. It is
anticipated  that  no  more  than  twelve  meetings  will  occur  each  year.

Employment  Contracts  and  Termination  of  Employment  and  Change-In  Control
Arrangements

The  Company  has entered into an employment agreement with Edward A. Roth for a
term  of  three years.  Pursuant to the agreement, Mr. Roth serves as President,
Director  and General Manager.  Mr. Roth shall receive an annualized base salary
of  $125,000  and  is entitled to an incentive bonus of 2% of the gross profits.

The Company has also entered into an employment agreement with Alisha Roth for a
term  of three years.  Pursuant to the agreement, Mrs. Roth serves as Secretary,
Treasurer  and  Director.  Mrs.  Roth  shall  receive  an  annualized  salary of
$60,000,  payable  in  installments  according to the Employer's regular payroll
schedule.

Mr.  &  Mrs.  Roth's  new  compensation  plans  commenced  in  the Fall of 1999.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)     Security Ownership of Certain Beneficial Owners

All persons known by the Registrant to own beneficially more than 5% of any
class of the Company's outstanding stock on March 22, 2001, are listed below:
<TABLE>
<CAPTION>



<S>                <C>                       <C>         <C>         <C>
                   Nature of                 Current %
Title of Class. .  Name and Address            # Shares  Ownership   Owned (w)
-----------------  ------------------------  ----------  ----------  ---------
                   Edward A. Roth
Common Stock, . .  4818 W. Commercial Blvd.
 $.001 Par Value.  Lauderhill, FL 33319       8,158,000         (x)        70%
-----------------  ------------------------  ----------  ----------  ---------
Preferred Stock,.  Edward A. Roth
 $.001 Par Value.  4818 W. Commercial Blvd.
(z) . . . . . . .  Lauderhill, FL 33319       1,000,000         (y)
-----------------  ------------------------  ----------  ----------  ---------
</TABLE>



(w) On March 22, 2001, there were 11,685,065 shares of common stock issued and
outstanding.
     (x) Mr. & Mrs. Roth own the common shares as joint tenants.
(y) Mr. & Mrs. Roth own the preferred shares as joint tenants.
(z) Each share of preferred stock is convertible into ten shares of common
stock.


(b)     Security Ownership of Management

The  following table sets forth the number of shares owned beneficially on March
22,  2001,  by  each  Director  and  by  all  Officers and Directors as a group.
Information as to the beneficial ownership is based upon statements furnished to
the  Company  by  such  persons.
<TABLE>
<CAPTION>



<S>                        <C>                         <C>         <C>         <C>
                           Nature of                   Current %
Title of Class. . . . . .  Name and Address              # Shares  Ownership   Owned (w)
-------------------------  --------------------------  ----------  ----------  ---------
                           Edward A. Roth
Common Stock, . . . . . .  4818 W. Commercial Blvd.
 $.001 Par Value. . . . .  Lauderhill, FL 33319         8,158,000       (x)          70%
-------------------------  --------------------------  ----------  ----------  ---------
  Michael J. Bongiovanni
Common Stock, . . . . . .  4818 W. Commercial Blvd.
 $.001 Par Value. . . . .  Lauderhill, FL 33319            14,500  Direct            **
-------------------------  --------------------------  ----------  ----------  ---------
  Barbara Patagalia
Common Stock, . . . . . .  4818 W. Commercial Blvd.
 $.001 Par Value. . . . .  Lauderhill, FL 33319             2,000  Direct            **
-------------------------  --------------------------  ----------  ----------  ---------
Common Stock, . . . . . .  All Officers and Directors
 $.001 Par Value. . . . .  as a Group                   8,174,500  Direct            70%
-------------------------  --------------------------  ----------  ----------  ---------
Preferred Stock,. . . . .  Edward A. Roth
 $.001 Par Value. . . . .  4818 W. Commercial Blvd.
(z) . . . . . . . . . . .  Lauderhill, FL 33319         1,000,000       (y)         100%
-------------------------  --------------------------  ----------  ----------  ---------
</TABLE>




** Less than .01%

w) On March 22, 2001, there were 11,685,065 shares of common stock issued and
outstanding.
     (x) Mr. & Mrs. Roth own the common shares as joint tenants.
(y) Mr. & Mrs. Roth own the preferred shares as joint tenants.
     (z) Each share of preferred stock is convertible into ten shares of common
stock.

(c)     Changes in Control

The Company knows of no contractual arrangements which may at a subsequent date
result in a change of control in the Company.




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)     Transactions with management and others
None involving more than $60,000.

(b)     Parents of Small Business Issuer
None.

(c)     Transactions with Promoters
None.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Financial Statements
1. The following financial statements of BeautyMerchant.com, Inc. & Subsidiaries
are included in Part II, Item 7:

Independent Auditors' Report            14
Balance Sheet-December 31, 2000         15-16
Statements of Operations - years ended
     December 31, 2000 and 1999         17-18
Statements of Cash Flows - years ended
     December 31, 2000 and 1999         19-20
Statements of Stockholders Equity (Deficit)- years ended
     December 31, 2000 and 1999         21
Notes to Financial Statements           22-28

     2. Exhibits
3. Articles of incorporation and bylaws are incorporated by reference to Exhibit
No.  1  of  Form  10-SB  filed  November  1999.

10.  Employment  agreements  for Edward Roth and Alisha Roth are incorporated by
reference  to  Exhibit  No.  1  of  Form  10-SB  filed  November  1999.

(b)     Reports on Form 8-K
There were no reports on Form 8-K for the three months ended December 31, 2000.





                           --Signature Page Follows--

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


BEAUTYMERCHANT.COM, INC.
------------------------
                                        (Registrant)

                                        /s/ Michael J. Bongiovanni
                                        --------------------------
Date:  March 22, 2001
                                        Michael J. Bongiovanni
                                        Chief Financial Officer
/s/ Edward A. Roth
------------------
Edward A. Roth
President & CEO

/s/ Alisha Roth
---------------
Alisha Roth
Secretary, Treasurer,
Director

/s/ Barbara Patagalia
---------------------
Barabara Patagalia
Director