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. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 11-3500746 - -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 249 East Ocean Blvd. Long Beach, California 90802 - -------------------------------------------------------------------------------- (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) - ------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- Item 1. Description of Registrant's Securities to be Registered. - ------ ------------------------------------------------------- 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. - ------ -------- 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