SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               b2bstores.com Inc.
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             (Exact name of registrant as specified in its charter)


              Delaware                                    11-3500746
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(State of incorporation or organization)                (I.R.S. Employer
                                                        Identification No.)

249 East Ocean Blvd. Long Beach, California                  90802
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(Address of principal executive offices)                   (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each                      Name of each exchange
class to be                        on which each class
so registered                      is to be registered
- -------------                      -------------------

Common Stock                       The American Stock Exchange
                                   The Boston Stock Exchange(already registered)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box /X/

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box / /

Securities Act registration file number to which this form relates
 ........333-88511.

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

                                      None
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Item 1.           Description of Registrant's Securities to be Registered.
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                  The shares of Common Stock of the Registrant are currently
registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and are listed on the Boston Stock Exchange. This
amended Form 8-A/A is being filed to register the shares of Common Stock of the
Registrant under Section 12(b) of the Exchange Act, for the purpose of also
being listed on the American Stock Exchange. A description of the shares of
Common Stock, par value $0.01 per share, is contained in the Registrant's
Registration Statement on Form SB-2 (SEC File No. 333-88511), as amended, under
the caption of "Description of Securities." Such information is incorporated
herein by reference to such section of the Registration Statement.

Item 2.           Exhibits.
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1.       Certificate of Incorporation (incorporated by reference to
         Exhibit 3.1 of the Registrant's Registration Statement on Form
         SB-2 (SEC File No. 333-88511) dated October 6, 1999).

2.       Amendment to Certificate of Incorporation (incorporated by
         reference to Exhibit 3.1(a) of the Registrant's Registration
         Statement on Form SB-2/A (SEC File No. 333-88511) dated
         December 2, 1999).

3.       By-Laws (incorporated by reference to Exhibit 3.2 of the
         Registrant's Registration Statement on Form SB-2 (SEC File No.
         333-88511) dated October 6, 1999).

4.       Amended Bylaws (incorporated by reference to Exhibit 3.2(a) of
         the Company's Registration Statement on Form SB-2/A (SEC File
         No. 333-88511) dated December 2, 1999).

5.       Specimen Common Stock Certificate (incorporated by reference
         to Exhibit 4.1 of the Registrant's Registration Statement on
         Form SB-2/A (SEC File No. 333-88511) dated December 17, 1999).




                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                                     b2bstores.com Inc.


Date: March 14, 2001                                 By:/s/ Mark Voorhis
                                                     ---------------------------
                                                     Mark Voorhis,
                                                     Interim CEO and CFO