<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

                                   (Mark one)
     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.
                  For the quarterly period ended June 30, 2004
                                       OR
     [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                  For the transition period from _____ to _____

                         Commission file number 0-16819
                             FRAGRANCENET.COM, INC.

             (Exact name of registrant as specified in its charter)


          Delaware                                            94-3054267
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


                                909 Motor Parkway
                            Hauppauge, New York 11788
                                 (631) 582-5204
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section
13 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
                                                              --   --

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.


    CLASS                                  OUTSTANDING AT August 9, 2004
    -----                                  -------------------------------
    Common Stock, par value                          17,465,476
    $ .01 per share








<PAGE>





                             FRAGRANCENET.COM, INC.

                            FORM 10-QSB-June 30, 2004

                                      Index



<TABLE>
<CAPTION>

                                                                               PAGE
                                                                               ----
<S>                                                                             <C>
Part I.  Financial Information

Item 1. Financial Statements

   Condensed Consolidated Balance Sheets at
     June 30, 2004 (Unaudited) and March 31, 2004                               3 - 4

   Unaudited Condensed Consolidated Statements of Income
     for the Three Months Ended June 30, 2004 and 2003                              5

   Unaudited Condensed Consolidated Statements of Cash Flows
     For the Three Months Ended June 30, 2004 and 2003                          6 - 7

   Notes to Unaudited Condensed Consolidated Financial Statements              8 - 11

Item 2 - Management's Discussion and Analysis
 of Results of Operations and Financial Condition                             12 - 14

Item 3 - Controls and Procedures                                                   15

Part II.  Other Information

Item 6 - Exhibits and Reports on Form 8-K                                          15

Signatures                                                                         16

Exhibit Index                                                                      17
</TABLE>






<PAGE>





ITEM 1 - FINANCIAL STATEMENTS

                             FRAGRANCENET.COM, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                        June 30, 2004 and March 31, 2004


<TABLE>
<CAPTION>

                                                                              June 30,        March 31,
                                                                               2004             2004
                                                                           ------------     -----------
<S>                                                                          <C>              <C>
ASSETS                                                                     (Unaudited)

CURRENT ASSETS
--------------
  Cash and cash equivalents                                                  $589,043         $678,251
  Accounts receivable, net of allowance for returns of $1,000
    in each period                                                            354,181          273,135
  Inventory                                                                   946,971          818,837
  Deferred tax asset                                                          174,800          163,800
  Prepaid expenses and other current assets                                    37,641           54,574
                                                                           ----------       ----------

         Total Current Assets                                               2,102,636        1,988,597

PROPERTY AND EQUIPMENT, Net                                                   186,339          147,170

INTANGIBLE ASSET, Net                                                           4,750            4,875

OTHER ASSETS                                                                   23,658           23,658
                                                                           ----------       ----------

         TOTAL ASSETS                                                      $2,317,383       $2,164,300
                                                                           ==========       ==========
</TABLE>



See accompanying notes to condensed consolidated financial statements.


                                        3





<PAGE>





                             FRAGRANCENET.COM, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                        June 30, 2004 and March 31, 2004


<TABLE>
<CAPTION>

                                                                                   June 30,         March 31,
                                                                                     2004              2004
                                                                                -------------     --------------
<S>                                                                                 <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY                                             (Unaudited)

CURRENT LIABILITIES

  Accounts payable                                                                $ 739,055         $ 752,781
  Accrued expenses                                                                  681,669           691,776
  Income taxes payable                                                               95,550            72,850
  Current portion - long-term debt                                                    8,475             8,367
  Deferred revenue                                                                   90,109            78,531
                                                                                 -----------        ----------

       Total Current Liabilities                                                  1,614,858         1,604,305

  Long-term debt                                                                     12,821            14,981
  Other liabilities                                                                      --             1,062
                                                                                 ----------        ----------

       TOTAL LIABILITIES                                                          1,627,679         1,620,348
                                                                                 ----------        ----------

STOCKHOLDERS' EQUITY
  Convertible Series A preferred stock - $.01 par value;
  3,000,000 shares authorized, none issued                                               --                --
  Common stock, $.01 par value; 50,000,000 shares
  authorized, 17,465,476 and 17,468,330 shares issued and outstanding,
  at June 30, 2004 and March 31, 2004,                                              174,655           174,683
  Additional paid-in capital                                                        413,048           413,020
  Retained earnings (accumulated deficit)                                           102,001           (43,751)
                                                                                -----------       -----------

         TOTAL STOCKHOLDERS' EQUITY                                                 689,704           543,952
                                                                                -----------       -----------

         TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY                                                                $2,317,383        $2,164,300
                                                                                ===========       ===========
</TABLE>





See accompanying notes to condensed consolidated financial statements.



                                       4


<PAGE>








                             FRAGRANCENET.COM, INC.

             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                For the Three Months Ended June 30, 2004 and 2003



<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                             June 30,
                                                   ------------------------------
                                                         2004             2003
                                                   ------------------------------

<S>                                                  <C>             <C>
NET SALES                                            $ 4,314,657     $ 2,512,975

COST OF SALES                                          2,574,944       1,539,651
                                                     -----------     -----------

      GROSS PROFIT                                     1,739,713         973,324
                                                     -----------     -----------

OPERATING EXPENSES
  Selling and marketing                                  780,951         418,186
  General and administrative expenses                    709,107         460,775
                                                     -----------     -----------

      TOTAL OPERATING EXPENSES                         1,490,058         878,961
                                                     -----------     -----------

INCOME FROM OPERATIONS                                   249,655          94,363

OTHER EXPENSE                                              5,153           4,064
                                                     -----------     -----------

INCOME BEFORE INCOME TAXES                               244,502          90,299
INCOME TAXES
                                                          98,750            --
                                                     -----------     -----------

     NET INCOME                                          145,752          90,299
                                                     -----------     -----------

Basic and diluted net income per share               $      0.01     $      0.01
                                                     ===========     ===========

Weighted average number of
 common shares outstanding                            17,465,476      17,468,330
                                                     ===========     ===========

</TABLE>


See accompanying notes to condensed consolidated financial statements.




                                       5


<PAGE>






                             FRAGRANCENET.COM, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                For the Three Months Ended June 30, 2004 and 2003


<TABLE>
<CAPTION>

                                                                    2004             2003
                                                                -----------       -----------
<S>                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                     $  145,752         $  90,299
  Adjustments to reconcile net income to net
   cash used in operating activities:
     Depreciation and amortization                                  20,223            14,666
     Deferred income taxes                                         (11,000)               --
     Non-cash stock compensation expense                                --             4,555
  Changes in assets and liabilities:
     Accounts receivable, net                                      (81,046)          (20,101)
     Inventory                                                    (128,134)         (141,734)
     Prepaid expenses and other assets                              16,933           (30,812)
     Accounts payable and accrued expenses                         (24,895)           18,178
     Income taxes payable                                           22,700                --
     Deferred revenue                                               11,578             3,128
                                                                ----------         ---------

       TOTAL ADJUSTMENTS                                          (173,641)         (152,120)
                                                                ----------         ---------

       NET CASH USED IN
         OPERATING ACTIVITIES                                      (27,889)          (61,821)
                                                                ----------         ---------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Expenditure for property and equipment                           (59,267)               --
                                                                ----------         ---------

  Net Cash Used in Financing Activities                            (59,267)               --
                                                                ----------         ---------

CASH FLOWS FROM FINANCING ACTIVITES:

   Principal repayments of capital lease obligations                    --            (1,062)
   Principal repayments of long-term debt                           (2,052)               --
                                                                ----------         ---------

    Net Cash Used In Financing Activities                           (2,052)           (1,062)
                                                                ----------         ---------

       NET DECREASE IN CASH AND
         CASH EQUIVALENTS                                          (89,208)          (62,883)

CASH AND CASH EQUIVALENTS - Beginning                              678,251           355,251
                                                                ----------         ---------

CASH AND CASH EQUIVALENTS - Ending                              $  589,043         $ 292,368
                                                                ==========         =========
</TABLE>



See accompanying notes to condensed consolidated financial statements.



                                       6


<PAGE>




                             FRAGRANCENET.COM, INC.

     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), Continued

                For the Three Months Ended June 30, 2004 and 2003



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the periods
for:


<TABLE>

<S>                                 <C>              <C>
Income taxes                        $ 87,050         $ --
Interest                            $    291         $ 57

</TABLE>





See accompanying notes to condensed consolidated financial statements.




                                       7


<PAGE>





                             FRAGRANCENET.COM, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

NOTE 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions for Form 10-QSB of Regulation SB. Accordingly, they do not include
all the information and notes required by accounting principles generally
accepted in the United States of America for complete financial statements.
These interim unaudited condensed consolidated financial statements include all
adjustments, consisting only of normal recurring accruals, which management
considers necessary for a fair presentation of the unaudited condensed
consolidated financial statements. The Company is subject to seasonal variations
and the results of operations of these interim periods are not necessarily
indicative of results that may be expected for any other interim period or for
the full year. These unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto for the year ended March 31, 2004 included in the Company's
Form-10KSB. The accounting policies used in preparing these unaudited condensed
consolidated financial statements are consistent with those described in the
March 31, 2004 consolidated financial statements.

NOTE 2 - Significant Accounting Policies

                  Stock Options and Similar Equity Instruments

At June 30, 2004, the Company had one stock-based employee plan. As permitted
under Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure," which amended SFAS
No. 123, "Accounting for Stock Based Compensation," the Company has elected to
continue to follow the intrinsic value method in accounting for its stock-based
employee compensation arrangements as defined by Accounting Principles Board
Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees," and related
interpretations including Financial Accounting Standards Board ("FASB")
Interpretation ("FIN") No. 44, "Accounting for Certain Transactions Involving
Stock Compensation," an interpretation of APB No. 25. No stock-based employee
compensation cost is reflected in operations, as all options granted under the
plan have an exercise price equal to the market value of the underlying common
stock on the date of grant. Outstanding options were granted and vested in
fiscal 2000. Accordingly, pro forma financial information for the three months
ended June 30, 2004 and 2003 is not required.







                                       8


<PAGE>




                             FRAGRANCENET.COM, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

NOTE 2 - Significant Accounting Policies, continued

Management Estimates

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amount of revenues and
expenses during the reported period. Actual results could differ from those
estimates.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs approximated
$329,000 and $153,000 for the three months ended June 30, 2004 and 2003,
respectively.

Shipping Expenses

The Company generally does not charge its customers for shipping costs if the
total sale price exceeds a certain threshold. These shipping costs are included
in selling and marketing expenses in the unaudited condensed consolidated
statements of income. Outbound shipping costs for the shipment of product to
customers approximated $333,000 and $196,000 for the three months ended June 30,
2004 and 2003, respectively.









                                       9


<PAGE>







                             FRAGRANCENET.COM, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

NOTE 3 - Concentration with Suppliers

During the three months ended June 30, 2004, the Company purchased a substantial
portion of its fragrances from one supplier. Purchases from this supplier
amounted to 14% of total purchases. At June 30, 2004, amounts due to this
supplier included in accounts payable approximated $36,000.

During the three months ended June 30, 2003, the Company purchased a substantial
portion of its fragrances from two suppliers. Purchases from these suppliers
amounted to 30% and 13%, respectively, of total purchases. At June 30, 2003,
amounts due to these suppliers included in accounts payable approximated $56,000
and $49,000, respectively.


NOTE 4 - Stockholders' Equity

On November 25, 2002, the stockholders of the Company approved a one for ten
reverse stock split. The reverse stock split has not yet been effected.

NOTE 5 - Employment Agreements

In August 2003, the Company entered into employment agreements with its Chief
Executive Officer, Chief Operating Officer and Vice President that included
annual base salaries of $175,000, $290,000 and $125,000, respectively. In
January 2004, the Vice President received an increase in salary of $50,000
bringing his base salary to $175,000. In addition, each executive is entitled to
an incentive bonus equal to one percent (1%) of the Company's sales in excess of
target sales, as defined. For the fiscal year ending March 31, 2005, target
sales are approximately $14,705,000. The base salaries shall be increased
annually by an amount equal to the incentive bonuses earned by the executives in
the prior fiscal year. These employment agreements terminate upon the
executive's separation from the Company at which time certain amounts may be
paid, as defined, to the executive or designated beneficiaries. In addition,
upon termination of the Chief Executive Officer's employment, the Company will
be obligated to retain that executive under a Consulting Agreement for a period
of ten (10) years. Annual compensation under the


                                       10


<PAGE>




                             FRAGRANCENET.COM, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

NOTE 5 - Employment Agreements, continued

Consulting Agreement shall be equal to the sum of 75% of the executive's highest
rate of salary with the Company in effect during the one-year period ending on
the date of termination plus 50% of the executive's average incentive bonus with
respect to the last five (5) completed fiscal years of the Company preceding the
date of termination, payable in equal monthly installments in advance on the
first day of each month during the consulting period.

For the three months ended June 30, 2004 and 2003, the Company incurred interest
expense at 7% per annum on unpaid bonuses of approximately $5,700 and $4,400,
respectively, which has been included in interest expense in the unaudited
condensed consolidated statement of income. Under these agreements, for the
three months ended June 30, 2004, bonuses of $30,000 for the year ending March
31, 2005 have been accrued. Accrued bonuses and interest of approximately
$505,000 and $469,000 were included in accrued expenses at June 30, 2004 and
March 31, 2004, respectively.

NOTE 6 - Notes Payable, Bank

In September 2003, the Company entered into a credit facility agreement with
Fleet National Bank ("Fleet") consisting of a $250,000 line of credit. Advances
under the line shall bear annual interest at a rate equal to Fleet's prime rate
(4% at June 30, 2004) plus 0.50%, as defined. The agreement requires monthly
installments of interest only and principal advances are due and payable on
demand. At June 30, 2004, the Company did not have any outstanding balance under
the line of credit. The line of credit is collateralized by the Company's Fleet
Money Market bank account and is personally guaranteed by the Company's Chief
Executive Officer. In addition, the Company is required to maintain certain
financial and other covenants.

In October 2003, the Company entered into a term loan agreement with Fleet
consisting of a $26,000 promissory note. Proceeds from the note were used to
purchase a vehicle for use in the day to day operations of the Company. The note
bears interest at 5.13% per annum and is payable in 36 monthly installments of
principal and interest. The promissory note is collateralized by the vehicle and
is personally guaranteed by the Company's Chief Executive Officer. As of June
30, 2004, the Company owes approximately $21,300, of which approximately $8,500
is classified as a current liability and the balance is classified as a long
term liability.

NOTE 7 - Income Taxes

During the period ended June 30, 2004, the Company recorded a current income tax
provision of $109,750 partially offset by a benefit for deferred income taxes of
$11,000.

NOTE 8 - Products and Services

The Company and its subsidiaries currently operate in one business segment and
have in the three months ended June 30, 2004 and 2003 sold products to two
separate types of customers, retail and wholesale customers.


<TABLE>
<CAPTION>

                                               For the Three Months Ended
                                                       June 30,
                                                2004             2003
                                             ----------------------------
<S>                                          <C>          <C>
Retail                                       $3,794,742       $2,288,635
Wholesale                                       519,915          224,340
                                             ----------       ----------

         Total Net Sales                     $4,314,657       $2,512,975
                                             ==========       ==========

</TABLE>





                                       11



<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

The following discussion and analysis should be read in conjunction with the
condensed consolidated financial statements and notes to the condensed
consolidated financial statements.

Results of Operations

The following table sets forth for the periods indicated certain financial
information derived from the Company's condensed consolidated statements of
income. There can be no assurance that sales trends will continue in the future.


<TABLE>
<CAPTION>

Three Months Ended June 30                                         2004                2003
-----------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>
Net sales                                                      $4,314,657          $2,512,975

Cost of sales                                                   2,574,944           1,539,651

Gross profit                                                    1,739,713             973,324

Total operating expenses                                        1,490,058             878,961

Income from operations                                            249,655              94,363

Other expense                                                       5,153               4,064

Income taxes                                                       98,750                  --
                                                               ----------          ----------

      Net Income                                               $  145,752          $   90,299
                                                               ==========          ==========

</TABLE>






                                       12



<PAGE>





Overview

FragranceNet.com, Inc. ("FragranceNet" or the "Company") operates one of the
world's largest Internet discount fragrance stores offering more than 6,000
brand-name fragrances, scented candles, aromatherapy and hair care products at
the lowest prices. By combining an extensive selection with free U.S. shipping
and handling on orders over $60, FragranceNet customers are treated to a unique
and easy shopping experience. FragranceNet recently formed a new entity, which
is wholly-owned, under the name of FragranceNet Wholesales, Inc. to pursue the
wholesale sale of fragrances and related products. The wholesale business is in
its infancy and generated sales during the fiscal year ended March 31, 2004 of
approximately $1.5 million. FragranceNet performs fulfillment services for
companies who pay a fee for the Company to fulfill orders from other websites.
These fees represent incremental income to the Company performed within its
current warehouse space, with its current employees.

Net Sales

Net sales for the three months ended June 30, 2004 increased to $4,314,657 or
72% compared to the comparable period in 2003, which was $2,512,975. The
increase was due to more effective advertising and promotion.

Cost of Sales

Cost of sales as a percentage of sales was 60% in the three months ended June
30, 2004 and 61% in the comparable quarter in 2003. The decrease was primarily
due to better purchasing of inventory at more favorable prices.

Selling, General and Administrative Expenses

These expenses encompass the entire operation of the business from personnel
required to operate the office to development and hosting of the website. The
expenses increased to $1,490,058 for the three months ended June 30, 2004
compared to $878,961 for the three months ended June 30, 2003. As a percentage
of sales, the expenses were 35% of sales for each of the three months ended June
30, 2004 and 2003.

Operating Income

The Company posted operating income of $249,655 for the three months ended June
30, 2004 compared to operating income of $94,363 for the comparable period in
2003.










                                       13


<PAGE>






Income Taxes

Net operating loss carryforwards were fully utilized as of March 31, 2004,
requiring a provision for income taxes of $109,750 offset by a deferred tax
benefit of $11,000 at June 30, 2004. Due to the utilization of net operating
loss carryforwards, no income taxes were provided for the three months ended
June 30, 2003.

Liquidity, Capital Resources and Changes in Financial Condition

At June 30, 2004, the Company had working capital of $487,778 and cash and cash
equivalents of $589,043 as compared to working capital of $384,292 and cash and
cash equivalents of $678,251 at March 31, 2004. The Company's cash and cash
equivalents were sufficient to enable it to meet its cash requirements during
the period ended June 30, 2004. There was a decrease in cash and cash
equivalents of $89,208 during the three months ended June 30, 2004. The decrease
in cash and cash equivalents was mainly due to the increase in inventory to take
advantage of better pricing. The main requirements for capital are to acquire
merchandise for sale over the Internet through the Company's website, for the
maintenance of the website and for advertising and promotion to bring consumers
to the website.

In September 2003, the Company entered into a credit facility agreement with
Fleet National Bank ("Fleet") consisting of a $250,000 line of credit. Advances
under the line shall bear annual interest at a rate equal to Fleet's prime rate
plus 0.50%, as defined. The agreement requires monthly installments of interest
only and principal advances are due and payable on demand. At June 30, 2004, the
Company did not have any outstanding balance under the line of credit. The line
of credit is collateralized by the Company's Fleet Money Market bank account and
is personally guaranteed by the Company's Chief Executive Officer. In addition,
the Company is required to maintain certain financial and other covenants.

In October 2003, the Company entered into a term loan agreement with Fleet
consisting of a $26,000 promissory note. Proceeds from the note were used to
purchase a vehicle for use in the day to day operations of the Company. The note
bears interest at 5.13% per annum and is payable in 36 monthly installments of
principal and interest. The promissory note is collateralized by the vehicle and
is personally guaranteed by the Company's Chief Executive Officer.

Forward Looking Statements

Certain statements contained in "Management's Discussion and Analysis of Results
of Operations and Financial Condition", including, without limitation,
statements with respect to the future prospects and cash flow requirements of
the Company, are forward looking statements. Forward-looking statements are
often indicated by words such as "expect", "estimate," "anticipate," or
"believe" and similar expressions. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, including, without limitation,
the need for additional financing, the impact of competition, the management of
growth, compliance with applicable regulatory requirements, and the Company's
ability to enter into agreements with marketing or distribution partners, which
may cause actual results, performance and material achievements of the Company
to be materially different from the Company's expectations. The reader should
carefully consider, together with the other matters referred to herein, these
factors. The Company cautions the reader, however, that these factors may not be
exhaustive.








                                       14


<PAGE>





ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. As of the end of our
fiscal quarter ended June 30, 2004, an evaluation of the effectiveness of our
"disclosure controls and procedures" (as such term is defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) was carried out by our principal executive officer and principal
financial officer. Based upon that evaluation, our principal executive officer
and principal financial officer has concluded that as of the end of that fiscal
quarter, our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms.

It should be noted that while our management believes that our disclosure
controls and procedures provide a reasonable level of assurance, they do not
expect that our disclosure controls and procedures or internal controls will
prevent all errors and fraud. A control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.

(b) Changes in internal controls. During the fiscal quarter ended June 30, 2004,
there was no change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) See Exhibit Index

(b) Reports on Form 8-K: None










                                       15


<PAGE>








                                   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.

Dated: August 12, 2004


                                            FRAGRANCENET.COM, INC.
                                                (Registrant)





                                        By /s/ DENNIS M. APFEL
                                        -------------------------------------
                                        Dennis M. Apfel
                                        Chairman, Chief Executive Officer
                                        and Chief Financial Officer






                                       16


<PAGE>






                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit        Description
-------        -----------
<S>            <C>
   31.1        Rule 13e-14(a) Certification of Chief Executive Officer and
               Chief Financial Officer

   32.1        Section 1350 Certification of Chief Executive Officer and
               Chief Financial Officer

</TABLE>



                                       17