RUSSIAN IMPORTS COM, SB-2, 2000-04-04

RUSSIAN IMPORTS COM
SB-2, 2000-04-04
MISCELLANEOUS NONDURABLE GOODS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------

RUSSIAN-IMPORTS.COM
(Name of small business issuer in its charter)

California 454110 91-2021602
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification
No.)

827 State Street, Suite 26
Santa Barbara, CA 93101
(805) 899-1299 (PHONE)
(805) 560-3608 (FAX)

(Address and telephone number of principal executive offices)
--------------------------

827 State Street, Suite 26
Santa Barbara, CA 93101
(805) 899-1299 (PHONE)
(805) 560-3608 (FAX)

(Address of principal place of business or intended principal place of
business)
--------------------------

KENNETH G. EADE
Attorney at Law
827 State Street, Suite 26
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)

(Name, address and telephone number of agent for service)
--------------------------

COPIES TO:

KENNETH G. EADE
Attorney at Law
827 State Street, Suite 26
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
--------------------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
-------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
-------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------

CALCULATION OF REGISTRATION FEE

[CAPTION]
<TABLE>

___________________________________________________________________________________________________

TITLE OF EACH DOLLAR PROPOSED PROPOSED
AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE
REGISTRATION FEE
<F>
<S> <C> <C> <C>
<C>

Common Stock, .001 par $25,000 $.50 $25,000
$6.60
Total $25,000 $.50 $25,000
$6.60

</TABLE>
DATED MARCH 14, 2000

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE

SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS

RUSSIAN-IMPORTS.COM

50,000 SHARES OF COMMON STOCK

Up to 50,000 of the shares of Common Stock offered hereby (the "Offering")
are being sold by RUSSIAN-IMPORTS.COM ("Russian Caviar " or the "Company").
There is no minimum contingency and no escrow or impound, and the proceeds
may be utilized by the Company in its discretion. The Company's Common Stock
is not currently listed or quoted on any quotation medium. There can be no
assurance that the Company's common stock will ever be quoted on any
quotation medium or that any market for the Company's stock will ever develop.

------------------------

THE COMMON STOCK OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS" AND "DILUTION."
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2)
COMPANY(1)
Per Share................$ .50 $0 $
.50
Total (Minimum)......... $ 50,000 $0 $25,000
Total (Maximum)......... $ 50,000 $0 $25,000

(1) Before deducting expenses payable by the Company, estimated at
approximately $5,000. This offering is self-underwritten, so the Company is
not obligated to pay commissions or fees on the sales of any of the shares.
This offering is for up to 50,000 common shares. There is no minimum
contingency, and the proceeds may be used in the Company's discretion.

(2)The shares of Common Stock are being offered by the Company through its
officers and directors on a best efforts basis subject to prior sale, when,
as, and if delivered to and accepted by the Company and subject to the
approval of certain legal matters by counsel and certain other conditions.
The Company reserves the right to withdraw, cancel or modify the Offering
and to reject any order in whole or in part.

MARCH 14, 2000
- ------------------------

AVAILABLE INFORMATION

Upon the effective date of the Company's Form 10SB on file with the
Securities and Exchange Commission, the Company will be subject to the
reporting requirements of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act") under Section 12 of the Act. Upon the
effective date of this Registration Statement the Company will be subject to
the informational requirements of Section 15 of the Exchange Act, and in
accordance therewith will file reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the principal office of the Commission, Public Reference Room, 450
Fifth Street, N.W., Washington, D.C. 20549. Copies can be obtained from the
Commission at prescribed rates by writing to the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission maintains a Web site
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission. The address of such Web site is http://www.sec.gov.

The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to sales of the shares of Common Stock offered

hereby. This Prospectus omits certain information contained in the Registration
Statement. For further information, reference is made to the Registration

Statement, the exhibits and financial statements filed as a part thereof, which

may be examined without charge at the office of the Commission, and photocopies
of which, or any portion thereof, may be obtained upon payment of the
prescribed
fee.

Statements contained in this Prospectus as to the contents of any agreement
or other document referred to are not complete, and where such agreement or
other document is an exhibit to the Registration Statement, each statement is
deemed to be qualified and amplified in all respects by the provisions of the
exhibit.

[CAPTION]
PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
AND CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS, INCLUDING THE INFORMATION SET FORTH UNDER "RISK
FACTORS." CERTAIN STATEMENTS CONTAINED IN THE PROSPECTUS SUMMARY AND ELSEWHERE
IN THIS PROSPECTUS REGARDING MATTERS THAT ARE NOT HISTORICAL FACTS, SUCH AS
STATEMENTS REGARDING GROWTH TRENDS IN THE INDUSTRY AND THE COMPANY'S GROWTH
STRATEGY AND PLANS TO INTRODUCE ADDITIONAL PRODUCTS OR SERVICES, ARE
FORWARD-LOOKING STATEMENTS (AS SUCH TERM IS DEFINED IN THE SECURITIES ACT).
SINCE SUCH FORWARD-LOOKING STATEMENTS INCLUDE RISKS AND UNCERTAINTIES,
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH
STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED HEREIN UNDER "RISK
FACTORS," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" AND "BUSINESS," AS WELL AS THOSE DISCUSSED ELSEWHERE
IN THIS PROSPECTUS.

EXCEPT AS OTHERWISE SPECIFIED, ALL SHARE, PER SHARE AND FINANCIAL
INFORMATION SET FORTH HEREIN GIVES EFFECT TO A ONE THOUSAND-TO-ONE FORWARD
STOCK SPLIT EFFECTED IN JANUARY, 2000. UNLESS THE CONTEXT OTHERWISE
REQUIRES, REFERENCES HEREIN TO THE "COMPANY" OR "RUSSIAN-IMPORTS" REFER TO
RUSSIAN-IMPORTS.COM AND ITS SUBSIDIARIES.

CORPORATE BACKGROUND

The Company was organized on February 1, 2000, and is in the process of
commencing operations, but has not generated any revenue and is still a
development stage corporation. The Company is engaged in the business of
selling caviar from its e commerce web site on the Internet. There can be no
assurance that the Company's common stock will ever develop a market.

THE OFFERING

Common Stock Offered......................... Up to 50,000 shares

Common Stock Outstanding after
the Offering................................. 1,050,000 shares(1)

Use of Proceeds.............................. Working capital

Symbol....................................... None

Risk Factors................................. The shares of Common
Stock offered hereby
involve a high degree
of risk and immediate
substantial dilution. See"Risk
Factors" and "Dilution".

- ------------------------------

(1) Figures are based on the current outstanding shares of 1,950,000

[CAPTION]
SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including the Notes
thereto, included elsewhere in this Prospectus. The statement of operations
data for the period inception to February 29, 2000 and the consolidated
balance sheet data at February 29, 2000 are derived from the Company's
audited Consolidated Financial Statements included elsewhere in this
Prospectus. The consolidated statement of operations data for the period
inception to February 29, 2000 are derived from the Company's audited
financial statements for those years, which are included in this
Prospectus. These statements include all adjustments that the Company
considers necessary for a fair presentation of the financial position and
results of operations at that date and for such periods. The operating
results for the period ended 2000 are not necessarily indicative of the
results to be expected for the full year or for any future period.

BALANCE SHEET DATA:
February 29, 2000
---------------------
Assets: ............................................ $ --
=======

Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at February 29,
2000 .................................. 1,950
Paid-In Capital .................................. --
Retained Deficit ................................. (1,950)
Deficit Accumulated During the
Development Stage .............................. (100)
-------

Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======

[CAPTION]
STATEMENT OF OPERATIONS DATA:
Cumulative
since

inception
Month ended of
February 29,2000
Development
Stage
----------------
- -----------
Revenues: .................................. $ -- $ --

Expenses: .................................. 1,950 1,950

----- -----
Net Loss .............................. $(1,950) $
(1,950)

----- -----
Basic & Diluted loss per share ............. $ -- $ --

====== =====
-------------------------------------------------------

RISK FACTORS

PROSPECTIVE INVESTORS IN THE SHARES OFFERED HEREBY SHOULD CAREFULLY CONSIDER
THE FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION APPEARING
IN THIS PROSPECTUS.

LIMITED OPERATING HISTORY; HISTORY OF LOSSES; SIGNIFICANT ACCUMULATED AND
WORKING CAPITAL DEFICITS

The Company is a development stage company which has no operating history
upon which an evaluation of its future performance and prospects can be
made. The
Company's prospects must be considered in light of the risks, expenses, delays
and difficulties frequently encountered in establishing a new business in an
emerging and evolving industry characterized by intense competition. Since
inception, the Company has incurred losses.

INTENSE COMPETITION

Retail and wholesale sales on the Internet is an industry of intense
competition, rapidly evolving and subject to constant technological change.
Competitors with greater financial resources than the Company are more
equipped to compete with the Company in this industry. There can be no
assurance that the Company will be able to compete successfully in any chosen.

DEVELOPMENT STAGE COMPANY

Russian-Imports is still in the development stage and has just commenced
operations. Its operations are subject to all of the risks inherent in
establishing a new business enterprise. Russian-Imports's potential for
success must be considered in light of the problem, expenses, difficulties,
complications and delays frequently encountered in connection with a new
business. No assurance can be given that Russian-Imports will be successful.

LIMITED CAPITAL AND NEED FOR SIGNIFICANT ADDITIONAL FINANCING

Russian-Imports anticipates that the net proceeds of this offering will
satisfy its operating cash requirements for at least 12 months after this
offering is consummated. However, no assurance can be given that
Russian-Imports will not require additional financing sooner than currently
anticipated. In order to continue with its planned operations, the Company
is dependent upon additional equity financing. There can be no assurance
that additional equity financing can be obtained.

NO PUBLIC MARKET AND POSSIBLE VOLATILITY OF COMMON STOCK PRICES

Prior to this offering, Russian-Imports's common shares have never been
freely traded and there is no public market for its stock. No assurance can
be given that an active public market will develop or be sustained after the
offering. There also can be no assurance that the Company's securities will
be quoted on any recognized quotation medium. The initial public offering
price of the shares has been arbitrarily determined by the Company. The
trading price of the securities could be subject to wide fluctuations in
response to quarter-to-quarter variations in operating results,
announcements, and other events or factors. In addition, the stock market
has from time to time experienced extreme price and volume fluctuations
which have particularly affected the market price for many companies and
which often have been unrelated to the operating performance of these
companies. These broad market fluctuations may adversely affect the market
price of the securities.

PENNY STOCK RESTRICTIONS

The Company's securities are not currently quoted on any recognized
quotation medium. While there can be no assurance that any public market
will ever develop for the Company's common stock, if such a market should
develop, trading the Company's Common Stock would be subject to the
requirements of certain rules promulgated under the Securities Exchange Act
of 1934, as amended ("Exchange Act"), which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
penny stock (generally, any non-Nasdaq equity security that has a market
price of less than $5.00 per share, subject to certain exceptions). Such
rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks
associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established
customers and accredited investors (generally institutions). For these types
of transactions, the broker-dealer must make a special suitability
determination for the purchaser and have received the purchaser's written
consent to the transaction prior to sale. The additional burdens imposed
upon broker-dealers by such requirements may discourage them from effecting
transactions in the Company's securities, which could severely limit the
liquidity of the Company's securities and the ability of purchasers in this
Offering to sell such securities in the secondary market.

BROAD DISCRETION IN APPLICATION OF NET PROCEEDS BY MANAGEMENT

The estimated net proceeds of the Offering has been allocated to working
capital and general corporate purposes. Accordingly, the Company's
management will have broad discretion as to the application of these
proceeds. A portion of the proceeds allocated to working capital may be used
by the Company to pay salaries, including salaries of its executive
officers, and for acquisitions. Although the Company currently has no
agreement, arrangement or understanding with respect to any acquisition,
should an acquisition opportunity be identified by the Company, the Board of
Directors may have the ability to approve such acquisition without seeking
stockholder approval.

RELATED PARTY TRANSACTIONS; POSSIBLE CONFLICTS OF INTEREST

The Company has engaged in transactions with certain of its officers,
directors and principal stockholders. The terms of such transactions were
determined without arms' length negotiations and could create, or appear to
create, potential conflicts of interest which may not necessarily be
resolved in the Company's favor. See "Certain Transactions."

DILUTION

The public offering price is substantially higher than the net tangible book
value per share of the currently outstanding Common Stock. Investors
purchasing shares of Common Stock in the Offering will therefore experience
immediate dilution in net tangible book value, assuming a $1.00 per share
offering price. See "Dilution."

NEW INDUSTRY; UNCERTAINTY OF MARKET ACCEPTANCE

The Internet industry is an emerging market characterized by an
increasing and substantial number of new competitors that have introduced or
are
developing an array of new products and services, including interactive,
enhanced and value-added services. Each of these entrants is seeking to
position
its products and services as the preferred method for accessing prepaid long
distance telecommunications services. As is typical in an emerging industry,

market acceptance of newly introduced products and services is uncertain. There
can be no assurance that substantial markets for prepaid phone cards will
continue to develop or that the Company will be able to meet its current
marketing objectives, succeed in positioning its products and to achieve
significant market acceptance for its products.

NON-RECURRING REVENUES

Generally, sales of caviar generates non-recurring revenues. For
example, for the year ended December 31, 1996, promotions for Kraft Foods
accounted for approximately 11.6% of the Company's revenues. The Company may
remain dependent on non-recurring sales of promotional cards to a limited
customer base for a significant portion of its revenues.

FEDERAL CUSTOM TAX

The import of caviar from Russia is subject to U.S. Customs duty and certain
import restrictions. In addition, there is the possibility of taxation and
duties from the Russian government. Due to the fact that small amounts of
caviar carry valuable prices, estimated at up to $25 per gram, the Company
imports some caviar through personal messengers. There is a limit of 200
grams, or $5,000 worth of caviar per person imposed by U.S.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common
Stock offered hereby are estimated to be approximately $50,000.
Russian-Imports intends to use these proceeds for web site promotion,
working capital and general corporate purposes.

The allocation of the net proceeds of the Offering set forth above
represents the Company's best estimates based upon its current plans and
certain assumptions regarding industry and general economic conditions and
the Company's future revenues and expenditures. If any of these factors
change, the Company may find it necessary or advisable to reallocate some of
the proceeds within the above-described categories.

Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in
short-term United States government securities, short-term bank certificates
of deposit, money market funds or other investment grade, short-term,
interest-bearing instruments.

The Company anticipates, based on currently proposed plans and assumptions
relating to its operations (including the costs associated with its growth
strategy), that the proceeds of the Offering, if at least the minimum number
of shares are sold, together with its existing financial resources and cash
flow from operations, should be sufficient to satisfy its anticipated cash
requirements for the next twelve months; however, there can be no assurance
that this will be the case. The Company's actual cash requirements may vary
materially from those now planned and will depend upon numerous factors,
including the general market acceptance of the Company's new and existing
products and services, the growth of the Company's distribution channels,
the technological advances and activities of competitors, and other factors.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations."

DIVIDEND POLICY

The Company has never declared or paid cash dividends on its capital stock.
The Company currently intends to retain earnings, if any, to finance the

growth and development of its business and does not anticipate paying any cash.

PRICE RANGE OF SECURITIES

The Company's common stock is not listed or quoted at the present time,
and there is no present public market for the Company's common stock. The
Company has obtained a market maker who has agreed to file an application
for the Company's securities to be quoted on the National Quotation Bureau's
"pink sheets,"and who intends to file a form 211 with the National
Association of Securities Dealers to quote the Company's securities on the
NASD OTC Bulletin Board(Bulletin Board), upon the effectiveness of this
Registration Statement, but the obtaining of a quotation is subject to NASD
approval, and there can be no assurance that the Company's stock will be
quoted on the Bulletin Board. Thus, there can be no assurance that the NASD
will accept the Company's market maker's application on Form 211.
Therefore, there can be no assurance that a public market for the Company's
common stock will ever develop.

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of
the Company as of February 29, 2000, and the pro forma capitalization of
Russian-Imports as of May 31, 2000, giving effect to the sale of the of
50,000 shares at the price of $.50 share, after deducting estimated offering
expenses. The table should be read in conjunction with the Consolidated
Financial Statements, including the Notes thereto, appearing elsewhere in
this Prospectus.

BALANCE SHEET DATA:

---------------------
2/29/2000
-------

Assets: ............................................ $50,000
=======

Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at December 31,
2000 .................................. 1,050
Paid-In Capital .................................. 48,950
Retained Deficit ................................. (1,200)
Deficit Accumulated During the
Development Stage .............................. (248)
-------

Total Stockholders' Equity .................... (200)
-------
Total Liabilities and
Stockholders' Equity ........................ $ 8,552
=======

DILUTION

As of February 29, 2000, the Company's net tangible book value was $0, or $0
per share of common stock. Net tangible book value is the aggregate amount
of Russian-Import's tangible assets less its total liabilities. Net
tangible book value per share represents Russian-Import's total tangible
assets less its total liabilities, divided by the number of shares of common
stock outstanding. After giving effect to the sale of 50,000 shares at an
offering price of $1.00 per share of Common Stock, application of the
estimated net sale proceeds (after deducting offering expenses),
Russian-Import's net tangible book value as of the closing of this offering
would increase from $0 to $.008. This represents an immediate increase in
the net tangible book value of $.008 per share to current shareholders, and
immediate dilution of $.992 per share to new investors, as illustrated in
the following table:

Public offering price per
share of common stock $1.00

Net tangible book value per share before offering................. $0
Increase per share attributable to new investors................... $.008
Net tangible book value per share after offering................... $.008
Dilution per share to new investors................................ $0.992
Percentage dilution................................................ 99.2%

SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition

and Results of Operations" and the Consolidated Financial Statements, including
the Notes thereto, included elsewhere in this Prospectus. The statement of
operations data for the period inception to February 29, 2000 and the
balance sheet data at 2000 are derived from the Company's Consolidated
Financial Statements, which have been audited by the Company's independent
auditors, included elsewhere in this Prospectus, and include all adjustments
that the Company considers necessary for a fair presentation of the
financial position and results of operations at that date
and for such periods.

[CAPTION]
BALANCE SHEET DATA:
February 29, 2000

---------------------
2000
-------

Assets: ............................................ $ --
=======

Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at February 29, 1,950
2000 ..................................
Paid-In Capital .................................. 0
Retained Deficit ................................. (1,950)
Deficit Accumulated During the
Development Stage .............................. (1,950)
-------

Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======

[CAPTION]
STATEMENT OF OPERATIONS DATA:
Cumulative
since

inception
For the month ended of
February 29,
development
----------------- stage
2000

----- -----
Revenues: .................................. $-- $--

Expenses: .................................. 1,950 1,950

----- -----
Net Loss .............................. $(1,950)
$(1,950)

----- -----
Basic & Diluted loss per share ............. $--
=====

[CAPTION]
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Prospectus.

COMPANY OVERVIEW

The Company's plan of operations is to be the number one seller of russian
lacquer boxes on the Internet. The Company will also sell Russian Matroshka
dolls and quality hand made crystal imported from Russia. Lacquer boxes in
the United States carry a premium price. The company can import hand
painted lacquer boxes from Russia at a fraction of the wholesale cost in the
U.S. The Company plans to sell lacquer boxes, matroshka dolls and russian
crystal at the lowest prices of any wholesaler or retailer on the Internet.
To do this, the Company will seek to establish an aggressive marketing plan
both on the Internet and conventionally.

Government approval is not necessary for the Company's business, and
government regulations have no or only a negligible effect on their
respective businesses.

The Company has not booked any significant research and development costs
and therefor do not expect to pass any of those costs to customers. And has
no product development or research and development costs.

The Company's mailing address is 827 State Street, Suite 26, Santa Barbara,
CA 93101. The telephone number of its principal executive office is (805)
899-1299.

THE INDUSTRY

The Internet industry is a young industry, but one of the fastest growing
industries in the country. Management believes that with the proper
marketing campaign, the Company's e commerce site can develop into the most
popular site on the Internet to purchase russian lacquer boxes and other
imports. The Company will avoid customer service problems by offering a
money back if not satisfied guarantee, and providing free expedient shipping
of product.

MARKETING

The Company os developing an Internet web site with full e commerce
capabilities, which offers the company's products for sale to the Internet
consumer. In addition, the Company will promote its web site and its
products by conventional advertising and marketing. With the proceeds of
this offering, the Company plans to hire a sales force and offer
"multi-level marketing" incentives for sales.

To help achieve its sales goals, the Company plans to implement an
aggressive online marketing campaign. The objective will be to name
awareness for the Company in the online community and to continually acquire
new visitors to its Web site. One of the best ways to attract this target
audience is to achieve high visibility in the places where prospective
customers are likely to be browsing. The Company's online campaign will
target sites that generate high traffic from Internet users who fit the
Company's customer profile. In order to create this market presence and
increase customer awareness, the Company intends to promote its Web site on
the most effective search engines, directories and promotional sites the
Internet offers. However, the Company has not yet developed its Web site,
and there can be no assurance that it will implement these programs. The
programs to establish visibility and increase traffic to the web site
include directory submissions to make sure the company is listed in the top
five listings on the major search engines such as Yahoo, America Online,
Excite, Infoseek, HotBot, AltaVista, and Lycos, when a potential visitor
types in key words related to software sales. Of course, there can be no
assurance that the Company can obtain such a status, but it will continually
update its submissions to search engines to keep them current and will
update its site weekly. The Company will review its site data to optimize
its listing. Once the site data has been perfected, the Company's site will
be submitted to the top 75 search engines and promotional sites.

While listing a Web site with the search engines and promotional sites is a
high priority for the foundation of the Company's Internet program, targeted
links with sites of similar interest is another powerful method of obtaining
visitors that are interested in the Company's site. The Company will search
for sites of similar interest where it is likely to find its target audience
to place targeted links. These links will increase targeted traffic to the
Company's Web site.

The Company intends to design a professional banner and place it with
various sites on a "reciprocal" basis, at no charge to the Company. The
Company also plans to purchase online ad banners on highly trafficked Web
sites that appeal to the Company's target audience. The Company will work
with a nationally recognized media buying firm to research the sites that
are regularly visited by prospective customers in order to design and to
execute an online advertising campaign on a cost-per-lead or similar direct
response basis.

Online communities such as Mailing Lists, Newsgroups, and Online Service
Forums tend to be very successful in driving traffic to sites as Internet
surfers use these communities to get advice from their peers. The Company
will work with a firm to seed messages about its offerings in the various
online communities that are visited by its target audience. Companies
specializing in Community Discussion Seeding include Word of Net Promotions,
Webpromote and Agency.

Targeted e-mail announcements with information about the Company's products
and services will be sent to individuals who have expressed an interest in
receiving information within targeted categories. These individuals have
voluntarily signed up to receive these e-mail messages about specific topics
and are more likely to read them. Response rates are expected to average
between 5% to 10%. These efforts will results in Company Web site visits by
these individuals because they have an interest in the Company's products
and services and can click-through Hyperlinks created in the Company's
e-mail announcement. Each e-mail message will contain a header that
specifies that the e-mail was sent to the recipient because they had
subscribed to a particular service.

The Company expects to maintain a clean corporate image by practicing
"etiquette" when sending e-mail messages. In order to differentiate between
e-mail messages that are voluntarily requested and true "spamming" from
unwelcome sources, the Company plans to only send targeted e mail to those
individuals who have voluntarily requested to receive such announcements,
and always give the participants the option to remove themselves from the e
mail lists.

The Company intends to announce its products and services on the Web in
press releases. Favorable articles or editorial pieces about the Company's
Web site can generate tremendous visibility and opportunity to sell its
products and services. The Company will e-mail its press releases to
targeted publications selected from a database of over 30,000 media
resources. Press releases can be distributed within 72 hours.

THE PRODUCTS

Russian Lacquer Boxes

The Company offers a selection of hand painted paper mache and wood russian
lacquer boxes in different sizes and colors. These are the same kinds of
lacquer boxes that sell in the United States for $1,000 and up, and the
Company's cost on each box is an average $25. The boxes are hand crafted
and painted, with the traditional red inside, and the craftsman's name is
subscribed to the outside of each box.

Matroshka Dolls

These world famous dolls are hand crafted and painted wooden dolls, which
hold inside of them, up to seven different dolls. To separate the dolls,
simply open the outside doll and you will find a doll inside. Keep opening
until all of the dolls are uncovered.

Russian Crystal

The Company offers a wide variety of hand etched russian crystal, including
vases, decanters, wine and cocktail glasses.

PATENTS

The Company holds no patents for its products. The Company is the
registered owner of the Internet domain names, www.russian-imports.com.

GOVERNMENT REGULATION

Government approval is not necessary for the Company's business, and
government regulations have no effect or a negligible effect on its
business. The Company does have to pay duties on the products it imports.

EMPLOYEES

The Company presently employs one employee, management, who devotes her part
time efforts to the company.

PROPERTIES

The company has an oral agreement with the Company's attorney for use of office
space, telephones and secretarial services supplied free of charge to the
Company. The Company owns its Internet Web site, and the Internet domain
name, www.russian-imports.com .

PATENTS

The Company has no patents or trademarks. The Company owns the domain name
www.russian-imports.com.

COMPETITION

The import business is competitive. Other companies making sales of russian
lacquer boxes and Matroshka dolls on the Internet and other companies with
one or more affiliate or retail locations have financial resources superior
to the Company, so there can be no assurance that the Company's projected
income will not be affected by its competition. There are also many other
companies with greater financial resources that the Company who offer caviar
sales on the Internet, but few with e commerce capabilities. The Company's
competitors include Tols Toys, Russian Sunbirds, Inc. and Russian Treasure.
However, the Company feels it is able to compete adequately with these other
companies, by maintaining and updating its website to insure that it
receives recognition from the Internet search engines on an ongoing basis,
and from specializing in the niche of software used in the medical and legal
fields. However, there can be no assurance that the Company will be able to
effectively compete.

LEGAL PROCEEDINGS

The Company is not subject to any pending litigation, legal proceedings or
claims.

MANAGEMENT

EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS

The members of the Board of Directors of the Company serve until the next
annual
meeting of stockholders, or until their successors have been elected.
The
officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of the Company
are as follows:

Name Age Position
---------- --- --------
Agata Gotova 28 President, Secretary,
Director, Treasurer

Agata Gotova. Ms. Gotova is the current President, Secretary, Chief
Financial Officer and Director of the Company. She is also the President
and Director of Russian Imports.com, and FirsTelevision.com. She is also
the Secretary of Cinecam Corporation. For the past five years, she has been
engaged in the import and export business, specializing in trade with Russia
and the former Soviet Republics. For a period of four years prior to 1997,
Ms. Gotova resided and did business in Paris, France. She speaks French,
English and Russian fluently. Ms. Gotova was educated at the University,
Minister of International Affairs, Moscow, and Sorbonne University, Paris.

EXECUTIVE COMPENSATION

The Company has made no provisions for cash compensation to its officers and
directors. The Company's management received 1,700,000 shares or restricted
stock as a retainer for future services and in exchange for the company's
business plan. No salaries are being paid at the present time, and will not
be paid unless and until there is available cash flow from operations to pay
salaries. There were no grants of options or SAR grants given to any
executive officers during the last fiscal year.

EMPLOYMENT AGREEMENTS

The Company has not entered into any employment agreements with any of its
employees, and employment arrangements are all subject to the discretion of
the Company's board of directors.

PRINCIPAL STOCKHOLDERS

The following table presents certain information regarding beneficial
ownership of the Company's Common Stock as of February 29, 2000, by (i) each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each Named Executive Officer and (iv) all directors and executive officers
as a

group. Unless otherwise indicated, each person in the table has sole voting and
investment power as to the shares shown.

Shares Percent Percent
Beneficially Before After
Owned Offering Offering
------------ -------- --------

Name and Address of Beneficial Owner
- ------------------------------------
Agata Gotova(2) 1,610,000 82.56% 80.5%
827 State Street
Santa Barbara, CA 93101

Richard Tearle 100,000 5% 5%
1216 State Street #305
Santa Barbara, CA 93101

Officers and Directors
as a Group 1,610,000 82.56% 80.5%
------------
(1) Table is based on current outstanding shares of 1,950,000.
(2) Agata Gotova is the wife of the Company's attorney, Kenneth G. Eade.
Each disclaim beneficial ownership in the shares of the other.

CERTAIN TRANSACTIONS

In connection with organizing the Company, on February 1, 2000, Agata
Gotova was issued 1,610,000 shares of restricted common stock in excahnge
for services, the business plan of the Company, and the Company's web site
and domain names, pursuant to Section 4(2) of the Securities Act of 1933, to
sophisticated persons (officers and directors) having superior access to all
corporate and financial information. Under Rule 405 promulgated under the
Securities Act of 1933, Ms. Gotova may be deemed to be promoters of the
Company. No other persons are known to Management that would be deemed to
be promoters.

On February 1, 2000, in exchange for web site development services rendered
to the Company's web sites, the Company issued 100,000 shares of its common
stock under Rule 701 promulgated by the Securities and Exchange Commission
to a non-sophisticated investor with full access to all corporate information.

On February 1, 2000, the Company issued 90,000 shares of its common stock to
Kenneth G. Eade, counsel to the Company and the husband of its President,
Agata Gotova, under Rule 701 promulgated by the Securities and Exchange
Commission in exchange for legal services rendered. Mr. Eade is a
sophisticated investor who had access to all corporate information.

DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 100,000,000 shares of
Common Stock, $.001 par value per share. Upon consummation of this Offering,
there will be outstanding 2,000,000 shares of Common Stock.

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors.

Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.

Holders of common stock do not have cumulative coting rights, which means
that the holders of more than half of all voting rights with respect to
common stock and Preferred Stock can elect all of the Company's directors.
The Board of Directors is empowered to fill any vacancies on the Board of
Directors created by resignations, subject to quorum requirements.

Holders of Common Stock will be entitled to receive such dividends, if any,
as may be declared from time to time by the Board of Directors out of funds
legally
available therefor, and will be entitled to receive, pro rata, all assets of
the
Company available for distribution to such holders upon liquidation.

All outstanding shares of Common Stock are, and the Common Stock offered
hereby,
upon issuance and sale, will be, fully paid and nonassessable.

PENNY STOCK STATUS

If and when it creates a market for its common stock, the Company's common
stock is a "penny stock," as the term is defined by Rule 3a51-1 of the
Securities Exchange Act of 1934. This makes it subject to reporting,
disclosure and other rules imposed on broker-dealers by the Securities and
Exchange Commission requiring brokers and dealers to do the following in
connection with transactions in penny stocks:

1. Prior to the transaction, to approve the person's account for

transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks. In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the

person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.

2. Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.

3. Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.

4. The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a

written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security. The imposition
of these reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for the company's
stock.

TRANSFER AGENT, WARRANT AGENT AND REGISTRAR

The transfer agent, warrant agent and registrar for the Common Stock is
American Registrar & Transfer Co., 342 E. 900 South, P.O. Box 1798, Salt
Lake City, Utah 84110.
SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, the Company will have 2,000,000 shares of
Common Stock outstanding. All shares sold in this offering will be freely
transferable without restriction or further registration under the
Securities Act of 1933, as amended. However, any share purchased by an
affiliate (in general, a person who is in a control relationship with the
Company), will be subject to the limitations of Rule 144 promulgated under
the Securities Act.

Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully
paid for and meet the rule's one year holding provisions, including persons
who may be deemed affiliates of the Company, may sell restricted securities
in broker's transactions or directly to market makers, provided the number
of shares sold in any three month period is not more than the greater of 1%
of the total shares of common stock then outstanding or the average weekly
trading volume for the four calendar week period immediately prior to each
such sale. After restricted securities have been fully paid for and held
for two years, restricted securities may be sold by persons who are not
affiliates of the Company without regard to volume limitations. Restricted
securities held by affiliates must continue, even after the two year holding
period, to be sold in brokers' transactions or directly to market makers
subject to the limitations described above.

Prior to this offering, no public market has existed for the Company's
shares of common stock. However, the Company's market maker, National
Capital, has filed an application for a quotation with the National
Quotation Bureau's "pink sheets," which application is still pending. No
predictions can be made as to the effect, if any, that market shares or the
availability of shares for sale will have on the market price prevailing
from time to time. The sale, or availability for sale, of substantial
amounts of common stock in the public market could adversely affect
prevailing market prices.

UNDERWRITING

This offering is self underwritten by the Company through its officers and
directors on a best efforts basis. Therefore, there is no underwriter or

broker compensation involved, and the Company is acting as its own underwriter.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Kenneth G. Eade, Santa Barbara, California.

EXPERTS

The Financial Statements and schedules of the Company as of February 29,
2000 included in this Prospectus and elsewhere in the Registration Statement
have been audited by Roger G. Castro, independent public accountant for the
Company, as set forth in his reports thereon appearing elsewhere herein, and
are included in reliance upon such reports, given upon the authority of such
firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933, as
amended, with respect to the securities. This prospectus, which forms a
part of the registration statements, does not contain all of the information
set forth in the registration statement as permitted by applicable SEC rules
and regulations. Statements in this prospectus about any contract,
agreement or other document are not necessarily complete. With respect to
each such contract, agreement, or document filed as an exhibit to the
registration statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement is qualified in
its entirety by this reference.

The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov.

The Company will furnish to its shareholders annual reports containing
audited financial statements reported on by independent public accountants
for each fiscal year and make available quarterly reports containing
unaudited financial information for the first three quarters of each fiscal
year.

[CAPTION]
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

RUSSIAN-IMPORTS.COM

Independent Auditor's Report .................................... F-1

Balance Sheets
February 29, 2000 .............................................. F-2

Statements of Operations
For the Years Ended February 29, 2000 .......................... F-3

Statements of Changes in Stockholders' Equity
For the Years Ended February 29, 2000 .......................... F-4

Statements of Cash Flows
For the Years Ended February 29, 2000 .......................... F-22

Notes to Consolidated Financial Statements ...................... F-23

[CAPTION]
INDEPENDENT AUDITORS' REPORT
RUSSIAN-IMPORTS.Com
(A Development Stage Company)

I have audited the accompanying balance sheets of
Russian-Imports.com (a development stage company) as of February 29, 2000, and
the related statements of operations, stockholders' equity, and cash flows for
the month ended February 29, 2000. 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 audits.

I conducted our audits 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
of 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 audits provide a reasonable basis for
our
opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Russian-Imports.com, Inc. (a development stage company) as of February 29,
2000, and
the results of its operations and its cash flows for the month ended
February 29, 1999 in conformity with generally accepted accounting principles.

ROGER G. CASTRO
_______________
Roger G. Castro
Certified Public Accountant
Oxnard, California
March 1, 2000

[CAPTION]
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
February 29, 2000
-----------------

Assets: ............................................ $ --
=======

Liabilities - Accounts Payable ..................... $ --
-------

Stockholders' Equity:
Common Stock, Par value $.001

Authorized 100,000,000 shares,
Issued 1,950,000 shares at February 29, 2000 1,950
Paid-In Capital .................................. --
Retained Deficit ................................. (1,950)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======

[CAPTION]
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

Cumulative
since

inception
For the month ended of
February 29, 2000
Development
------------------ Stage

- ----------
Revenues: .................................. $-- $--

General and Administrative Expenses: ........ 1,950 1,950

----- -----

Net Loss .............................. $(1,950)
$(1,950)

----- -----

Loss per share ............................. $-- $--
===== =====

[CAPTION]
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE MONTH ENDED FEBRUARY 29, 2000

Common StockAdditional
Number of Shares Amount Paid inRetained
Capital(Deficit)Total
- --------------------------------- --------- -----

Common Stocks
issued1,950,000$1,950$--$1,950

Net loss for
Balance 2/29/20001,950,000$1,950$--$(1,950)$--
- ----------------------------------------
- ----------------------------------------

[CAPTION]
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

Cumulative
Since

Inception
For the month ended of
February 29, 2000
Development
------------------ Stage

- -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Operating Activities
Net Loss ............................................ $(1,950)
$(1,950)
Increase (Decrease) in Accounts Payable ............. (1,950)
(1,950)
-----
- -----
Net Cash Used provided by operating activities . ... (1,950)
(1,950)
-----
- -----
CASH FLOWS FROM FINANCING
ACTIVITIES:

Common stocks issued 1,950 1,950

-----
- -----
Net Cash Provided by

Financing Activities .............................. 1,950
1,950
-----
- -----

Cash and Cash Equivalents
at Beginning of Period ............................ --
--
-----
- -----
Cash and Cash Equivalents
at End of Period .................................. $ -- $
--
=====
=====

[CAPTION]
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED February 29, 2000

NOTE 1. DESCRIPTION OF THE BUSINESS
The Company was incorporated under the laws of the state of California on
February 1, 2000. The purpose for which the Corporation is organized is to
engage in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of California
including, without
limitation, to provide sales of caviar on the Internet.

The Company has been in the development stage since its formation on
February 1, 2000. Planned principal operations have only recently commenced
since then, but the company has not generated any significant revenue.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

A. The Company uses the accrual method of accounting.

B. Revenues and directly related expenses are recognized in the period when

the goods are shipped to the customers.

C. The Company considers all short term, highly liquid investments that are

readily convertible, within three months, to known amounts as cash equivalents.
The Company currently has no cash equivalents.

D. Primary Earnings Per Share amounts are based on the weighted average
number
of shares outstanding at the dates of the financial statements. Fully Diluted
Earnings Per Shares shall be shown on stock options and other convertible

issues that may be exercised within ten years of the financial statement dates.

E. Estimates: The preparation of the financial statements in conformity
with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.

- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANY PERSON IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IS
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
------------------------
[CAPTION]
TABLE OF CONTENTS

PAGE
---------

Available Information........................... 1
Prospectus Summary.............................. 1
Risk Factors.................................... 3
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16

RUSSIAN-IMPORTS.COM

50,000 SHARES OF COMMON STOCK

-------------

PROSPECTUS

-------------

MARCH 14, 2000

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code, as amended, provides for
the indemnification of the Company's officers, directors, employees and
agents under certain circumstances, for any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative; and "expenses" includes without limitation attorneys' fees
and any expenses, against expenses, judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with the
proceeding if that person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation and, in
the case of a criminal proceeding, had no reasonable cause to believe the
conduct of the person was unlawful. The Company's Certificate of
Incorporation provides that the directors of the Company shall be protected
from personal liability to the fullest extent permitted by law. The
Company's By-laws also contain a provision for the indemnification of the
Company's directors.

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.

The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the
underwriting discount and commissions and reasonable expense allowance) will
be as follows:

SEC registration fee........................................... $
Printing and engraving expenses................................ $500
Accounting fees and expenses................................... $1,000
Legal fees and expenses (other than Blue Sky).................. $12,000
Blue sky fees and expenses (including legal and filing fees)... $1,000
Miscellaneous.................................................. $1,000
----------
Total...................................................... $15,500
----------
----------
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following securities were issued by the Company within the past three
years and were not registered under the Securities Act.

In connection with organizing the Company, on February 1, 2000, Agata
Gotova and was issued 1,610,000 shares of restricted common stock in
exchange for services, the business plan of the Company, and the Company's
web site and domain names, pursuant to Section 4(2) of the Securities Act of
1933, to sophisticated persons (officers and directors) having superior
access to all corporate and financial information. Under Rule 405
promulgated under the Securities Act of 1933, Ms. Gotova may be deemed to
be promoters of the Company. No other persons are known to Management that
would be deemed to be promoters.

ITEM 27. EXHIBITS

(a) The following exhibits are filed as part of this Registration
Statement:

EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------------------------------------
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.4 By-Laws
4.1 Form of Common Stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
(including consent)
6.1 Specimen of Stock Certificate
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade (filed as part of Exhibit
5.1)

ITEM 28. UNDERTAKINGS.

The undersigned Company hereby undertakes to:

(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:

(I) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;

(iii) Include any additional or changed material information on the plan
of distribution. (2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering. (3) File a post-effective amendment to
remove from registration any of the securities that remain unsold at the
end
of the offering.

(e) Insofar as indemnification for liabilities arising under the Securities

Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions referred to under Item 24 of

this Registration Statement, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is

against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or a controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of competent jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

(f) (1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Company under Rule 424(b)(1), or (4), or 497(h) under
the Securities Act as part of this Registration Statement as of the time the
Commission declared it effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

II-6

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in the
city of Santa Barbara, state of California, on March 14, 2000.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.

RUSSIAN-IMPORTS.com

Agata Gotova
By______________________________________________
AGATA GOTOVA, President and Director
Date: March 14, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Agata Gotova
_______________________________________
AGATA GOTOVA, President/Secretary,
Treasurer/Director
Date: March 14, 2000

[CAPTION]
Exhibit 3(a)
ARTICLES OF INCORPORATION
OF RUSSIAN-IMPORTS.COM
2185870
ENDORSED-FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
February 1, 2000
BILL JONES, SECRETARY OF STATE

FIRST: The name of the corporation is:RUSSIAN CAVIAR.COM

SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.

THIRD: The name and address in the State of California of this corporation's
initial agent for service of process is:
KENNETH G. EADE, 827 State Street, Suite 26, Santa Barbara, California 93101.

FOURTH: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.

FIFTH: This corporation is authorized to issue only one class of shares of
stock, all common; and the total number of shares which this corporation is
authorized to issue is 100 Million (100,000,000).

I hereby declare that I am the person who executed the foregoing Articles of
Incorporation which execution is my own act and deed.

Exedcuted January 25, 2000 at Santa Barbara, California.

KENNETH G. EADE
__________________________
KENNETH G. EADE

[CAPTION]
EXHIBIT 3(b)BY-LAWS OF RUSSIAN-IMPORTS.Com

ARTICLE I - OFFICES

Section 1. The registered office of the corporation in the State of Delaware
shall be at Registered Agents, Ltd. 1220 North Market Street Suite 606,
Wilmington, Delaware, 19801.

Section 2. The Corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the business of the
corporation may require.

ARTICLE II SEAL

Section 1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware".

ARTICLE III STOCKHOLDERS' MEETINGS

Section 1. Meetings of the stockholders shall be held at the registered
office of the corporation in this state or at such place, either within or
without the state, as may be selected from time to tome by the Board of
Directors.

Section 2. ANNUAL MEETINGS: The annual meeting of the stockholders shall be
held on the 1st day of May in each year if not a legal holiday, and if a
legal holiday, then on the next secular day following at 2:00 o'clock P. M.,
when they shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting. If the annual meeting for
election of directors is not held on the date designated therefore, the
directors shall cause the meeting to be held as soon thereafter as convenient.

Section 3. ELECTIONS OF DIRECTORS: Elections of the directors of the
corporation be by written ballot.

Section 4. SPECIAL MEETINGS: Special meetings of the stock-holders may be
called at any time by the President, or the Board of Directors, or
stockholders entitled to cast at least one-fifth of the votes which all
stockholders are entitled to cast at the particular meeting. At any time,
upon written request of any person or persons who have duly called a special
meeting,, it shall be the duty of the Secretary to fix the date of the
meeting, to be held not more than sixty days after receipt of the request,
and
to give due notice thereof. If the Secretary shall neglect or refuse to fix
the date of the meeting and give notice thereof, the person or persons
calling the meeting may do so.

Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all
stockholders entitled to vote are present and consent.

Written notice of a special meeting of stockholders stating the time and
place and object thereof, shall be given to each stockholder entitled to vote
thereat at least Ten days before such meeting, unless a greater period of
notice is required by statute in a particular case.

Section 5. QUORUM: A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders. If less than a majority of the outstanding
shares entitled to vote is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

Section 6. PROXIES: Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if , and only as long as, it is coupled with and interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally. All
proxies shall be filed with the Secretary of the meeting before being voted
upon.

Section 7. NOTICE OF MEETINGS: Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called.

Unless otherwise provided by law, written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.

Section 8. CONSENT IN LIEU OF MEETINGS: Any action required to be taken at
any annual or special meeting or stockholders of a corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at
which all share entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

Section 9. LIST OF STOCKHOLDERS: The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. No share of stock upon which any installment is due and unpaid
shall be voted at any meeting. The list shall be open to examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

ARTICLE IV - DIRECTORS

Section 1. The business and affairs of this corporation shall be managed
by its Board of Directors, Three in number. The directors need not be
residents of this state or stockholders in the corporation. They shall be
elected by the stockholders at the annual meeting of stockholders of the
corporation, and each director shall be elected for the term of one year,
and
until his successor shall be elected and shall qualify or until his earlier
resignation or removal.

Section 2. REGULAR MEETINGS: Regular meetings of the Board shall be held
without notice at the registered office of the corporation, or at such other
time and place as shall be determined by the Board.

Section 3. SPECIAL MEETINGS: Special Meetings of the Board may be called by
the
President on Ten days notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a
majority of the directors in office.

Section 4. QUORUM: A majority of the total number of directors shall
constitute a quorum for the transaction of business.

Section 5. CONSENT IN LIEU OF MEETING: Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
The Board of Directors may hold its meetings, and have an office or offices,
outside of this state.

Section 6. CONFERENCE TELEPHONE: One or more directors may participate in a
meeting of the Board, of a committee of the Board or of the stockholders, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person at such
meeting.

Section 7. COMPENSATION: Directors as such, shall not receive any stated
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular
or special meeting of the Board PROVIDED, that nothing herein contained shall
be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

Section 8. REMOVAL: Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors, except that when
cumulative voting is permitted, if less than the entire Board is to be
removed, no director may be removed without cause if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at
an
election of the entire Board of Directors, or, if there be classes of
directors, at an election of the class of directors of which he is a part.

ARTICLE V - OFFICERS

Section 1. The executive officers of the corporation shall be chosen by the
directors and shall be a President, Secretary and Treasurer. The Board of
Directors may also choose a Chairman, one or more Vice Presidents and such
other officers as it shall deem necessary. Any number of offices may be held
by the same person.

Section 2. SALARIES: Salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

Section 3. TERM OF OFFICE: The officers of the corporation shall hold
office for one year and until their successors are chosen and have
qualified.
Any officer or agent elected or appointed by the Board may be removed by the
Board of Directors whenever in its judgment the best interest of the
corporation will be served thereby.

Section 4. PRESIDENT: The President shall be the chief executive officer of
the corporation; he shall preside at all meetings of the stockholders and
directors; he shall have general and active management of the business of
the
corporation, shall see that all orders and resolutions of the Board are
carried into effect, subject, however, to the right of the directors to
delegate any specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the
corporation. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation. He shall be EX-OFFICIO a member
of
all committees, and shall have the general power and duties of supervision
and
management usually vested in the office of President of a corporation.
Section 5. SECRETARY: The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and act as clerk thereof, and record all
the votes of the corporation and the minutes of all its transactions in a book
to be kept for that purpose, and shall perform like duties for all committees
of the Board of Directors when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President , and under whose supervision he shall be. He
shall keep in safe custody the corporate seal of the corporation, and when
authorized by the Board, affix the same to any instrument requiring it.

Section 6. TREASURER: The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation, and shall keep the
moneys of the corporation in a separate account to the credit of the
corporation. He shall disburse the funds of the corporation as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render
to the President and directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation.

ARTICLE VI - VACANCIES

Section 1. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise, shall be filled by the Board of Directors.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of these By-Laws.

Section 2. RESIGNATION EFFECTIVE AT FUTURE DATE:
When one or more directors shall resign from the Board, effective at a
future
date, a majority of the directors then in office, including those who have
so
resigned, shall have power to fill such vacancy or vacancies, the vote
thereon
to take effect when such resignation or resignations shall become effective.

ARTICLE VII - CORPORATE RECORDS

Section 1. Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof,
have the right during the usual hours for business to inspect for any proper
purpose the corporation's stock ledger, a list of it's stockholders, and its
other books and records, and to make copies or extracts therefrom. A proper
purpose shall mean a purpose reasonably related to such person's interest as
a stockholder. In every instance where an attorney or other agent shall be
the person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand
under oath shall be directed to the corporation at its registered office in
this state or at its principal place of business.

ARTICLE VII - STOCK CERTIFICATES, DIVIDENDS, ETC.

Section 1. The stock certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they
are issued. They shall bear the corporate seal and shall be signed by the
President and the Secretary.

Section 2. TRANSFERS: Transfers of shares shall be made on he books of the
corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney, lawfully constituted in
writing. No transfer shall be made which is inconsistent in law.

Section 3. LOST CERTIFICATE: The corporation may issue a new certificate of
stock in the place of any certificate theretofore signed by it, alleged to
have
been lost, stolen or destroyed, and the corporation may require the owner of
the lost, stolen or destroyed, and the corporation may require the owner of
the lost, stolen or destroyed certificate, or his legal representative to
give
the corporation a bond sufficient to indemnify it against any claim that may
be made against it on account of the alleged loss, theft or destruction of
any
such certificate or the issuance of such new certificate.

Section 4. RECORD DATE: In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action.

If no record date is fixed:

(a) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholder shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which the
meeting is held.

(b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed.

(c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

(d) A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting: provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

Section 5. DIVIDENDS: The Board of Directors may declare and pay dividends
upon the outstanding shares of the corporation, from time to time and to such
extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.

Section 6. RESERVES: Before payment of any dividend there may be set aside
out of the net profits of the corporation such sum or sums as the directors,
from time to time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conductive to the interests of the corporation, and the
directors may abolish any such reserve in the manner in which it was created.

ARTICLE IX - MISCELLANEOUS PROVISIONS

Section 1. CHECKS: All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate. Section 2. FISCAL YEAR: The fiscal
year shall begin on the first day of January.

Section 3. NOTICE: Whenever written notice is required to be given to any
person, it may be given to such person, either personally or by sending a
copy thereof through the mail, or by telegram, charges prepaid, to his
address appearing on the books of the corporation, or supplied by him to the
corporation for the purpose of notice. If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a telegraph office
for transmission to such person. Such notice shall specify the place, day and
hour of the meeting and, in the case of a special meeting of stockholders, the
general nature of the business to be transacted.

Section 4. WAIVER OF NOTICE: Whenever any written notice is required by
statute, or by the Certificate or the By-Laws of this corporation a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice. Except in the case of a special meeting of
stockholders, neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting. Attendance
of a person either in person or by proxy, at any meeting shall constitute a
waiver of notice of such meeting, except where a person attends a meeting for
the express purpose of objecting to the transaction of any business because
the meeting was not lawfully called or convened.

Section 5. DISALLOWED COMPENSATION: Any payment made to an officer or
employee of the corporation such as a salary, commission, bonus, interest,
rent, travel or entertainment expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty of
the directors, as a Board, to enforce payment of each such amount disallowed.
In lieu of payment by the officer or employee, subject to the determination
of the directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has been
recovered.
Section 6. RESIGNATIONS: Any director or other officer may resign at any
time, such resignation to be in writing and to take effect from the time of
its receipt by the corporation, unless some time be fixed in the resignation
shall not be required to make it effective.

ARTICLE X - ANNUAL STATEMENT

Section 1. The President and the Board of Directors shall present at each
annual meeting a full and complete statement of the business and affairs of
the corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a Certified Public Accountant.

ARTICLE XI - - INDEMNIFICATION AND INSURANCE:

Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director
or officer, of the Corporation of is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee or agent or in any other capacity as a
director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorney's fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonable incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however, that, except as
provided in paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expense incurred in
defending any such proceeding in advance of its final disposition: provided,
however, that, if the Delaware General Corporation Law requires, the payment
of such expenses incurred by a director or officer in his or her capacity as
a director or officer (and not in any other capacity in which service was or
is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under this Section
or otherwise. The Corporation may, by action of it Board of Directors,
provide indemnification to employee and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors and
officers.

(b) RIGHT OF CLAIMANT TO BRING SUIT:
If a claim under paragraph (a) of this Section is not paid in full by the
Corporation within thirty days after a written claim has been received by
the
Corporation, the claimant may be at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and , if
successful
in whole or in part, the claimant shall be entitled to be paid also the
expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which
make
it permissible under the Delaware General Corporation law for the
Corporation
to indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set
forth in the Delaware General Corporation Law, nor an actual determination
by
the Corporation (including its Board of Directors, independent legal
counsel,
or its stockholders) that the claimant has not met such applicable standard
or
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard or conduct.

(c) Notwithstanding any limitation to the contrary contained in sub-
paragraphs (a) and (b) of this section, the corporation shall, to the
fullest
extent permitted by Section 145 of the General Corporation Law of the State
of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matter referred to
in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any By-Law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be director, officer,
employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

(d) INSURANCE:

The Corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any such expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

ARTICLE XII - AMENDMENTS

Section 1. These By-Laws may be amended or repealed by the vote of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast thereon, at any regular or special meeting
of the stockholders, duly convened after notice to the stockholders of that
purpose.

EXHIBIT 3.1(b)

[DESCRIPTION]BY-LAWS OF RUSSIAN-IMPORTS.COM

ARTICLE I OFFICES

Section 1. PRINCIPAL OFFICE. The principal office for the transaction of
business of the corporation shall be fixed or may be changed by approval of
a
majority of the authorized Directors, and additional offices may be
established and maintained at such other place or places as the Board of
Directors may from time to time designate.

Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business.

ARTICLE II DIRECTORS - MANAGEMENT

Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions
of applicable law and to any limitations in the Article of Incorporation of
the corporation relating to action required to be approved by the
Shareholders, or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by
or
under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the corporation to
an executive committee or others, provided that the business and affairs of
the corporation shall b managed and all corporate powers shall be exercised
under the ultimate direction of the Board.

Section 2. STANDARD OF CARE. Each Director shall perform the duties of a
Director, including the duties as a member of any committee of the Board
upon
which the Director may serve, in good faith, in a manner such Director
believes to be in the best interests of the corporation, and with such
scare,
including reasonable inquiry, as an ordinary prudent person in a like
position
would use under similar circumstances.

Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
Directors shall be three (3) until changed by a duly adopted amendment to
the
Articles of Incorporation or by an amendment to this by-law adopted by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote.

Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each annual meeting of the Shareholders to hold office until the
next annual meeting. Each Director, including a Director elected to fill a
vacancy, shall hold office until the expiration of the term for which
elected
and until la successor has been elected and qualified.

Section 5. VACANCIES. Vacancies in the Board of Directors may be filled by a
majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director, except that a vacancy created by the removal of a
Director by the vote or written consent of the Shareholders or by court
order
may be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding shares entitled
to
vote. Each Director so elected shall hold office until the next annual
meeting of the Shareholders and until a successor has been elected and
qualified.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in the event of the death, resignation, or removal of any Director, or if
the
Board of Directors by resolution declares vacant the office of a Director
who
has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number or Directors is increased or if the
Shareholders fail, at any meeting of Shareholders at which any Director or
Directors are elected, to elect the number of Directors to be voted for at
that meeting. The Shareholders may elect a director or Directors at any time
to fill any vacancy or vacancies not filled by the Directors, but any such
election by written consent shall require the consent or a majority of the
outstanding shares entitled to vote. Any Director may resign effective on
giving written notice to the Chairman of the Board, the President, the
Secretary, or the Board of Directors, unless the notice specifies a later
time ro that resignation to become effective. If the resignation of a
Director is effective at a future time, the Board of Directors may elect a
successor to take office when the resignation becomes effective.

No reduction of the authorized number of Directors shall have the effect of
removing any Director before that Directors' term of office expires.

Section 6. REMOVAL OF DIRECTORS. Subject to applicable law, the entire or
any individual Director may be removed from office. In such case, the
remaining Board members may elect a successor Director to fill such vacancy
for the remaining unexpired term of the Director so removed.

Section 7. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board of
Directors may be called by the Chairman of the Board or the President, or
any
Vice President, or the Secretary or any two (2) Directors and shall be held
at
the principal executive office of the corporation, unless some other place
is
designated in the notion of the meeting. Members of the Board may
participate
in a meeting through use of a conference telephone or similar communications
equipment so long as all members participating in such a meeting can hear
one
another. Accurate minutes of any meeting of the Board or any committee
thereof, shall be maintained by the Secretary or other Officer designated
for
that purpose.

Section 8. ORGANIZATIONAL MEETINGS. The organization meetings of the Board
of Directors shall be held at the corporate offices, or such other place as
may be designated by the Board of Directors, as follows:

Time of Regular Meeting: 9:00 a.m.
Date of Regular Meeting: Last Friday of every month

If said day shall fall upon a holiday, such meetings shall be held on the
next succeeding business day thereafter. No notice need to given of such
regular meetings.

Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS. Special meetings of the
Board may be called at any time by the President or, if he or she is absent
or
unable or refuses to act, by any Vice President or the Secretary or by any
two
(2) Directors, or by one (1) Director if only one is provided. At least
forty-eight (48) hours notice of the time and place of special meetings shall
be delivered personally to the Directors or personally communicated to them by
a corporate Officer by telephone or telegraph. If the notice is sent to a
Director by letter, it shall be addressed to him or her at his or her address
as it is shown upon the records of the corporation, or if it is not so shown
on such records or if not readily ascertainable, at the place in which the
meetings of the Directors are regularly held. In case such notice is mailed,
it shall be deposited in the United States mail, postage prepaid, in the
place in which the principal executive office of the corporation is located at
least four (4) days prior to the time of the holding of the meeting. Such
mailing, telegraphing, telephoning or delivery as above provided shall be
due, legal and personal notice to such Director. When all of the Directors
are present at any Directors' meeting, however, called or noticed, and either
(i) sign a written consent thereto on the records of such meeting, or, (ii)
if a majority or the Directors is present and if those not present sign a
waiver of notice of such meeting or a consent to holding the meeting or an
approval of the minute thereof, whether prior to or after the holding of such
meeting, which said waiver, consent or approval shall be filed with the
Secretary of the corporation, ro, (iii) if a Director attends a meeting
without notice but without protesting, prior thereto or at its commencement,
the lace of notice, then the transactions thereof are as valid as if had at a
meeting regularly called and noticed.

Section 11. DIRECTORS' ACTION BY UNANIMOUS WRITTEN CONSENT.
Any action required or permitted to be taken by the Board of Directors may
be
taken without a meeting and with the same force and effect as if taken by a
unanimous vote of Directors, if authorized by a writing sighed individually
or
collectively by all members of the Board. Such consent shall be filed with
the regular minutes of the Board.

Section 12. QUORUM. A majority of the number or Directors as fixed by the
Articles of Incorporation or By-Laws shall be necessary to constitute a
quorum
for the transaction of business, and the action of a majority of the
Directors
present at any meeting at which there is a quorum, when duly assembled, is
valid as a corporate act; provided that a minority of the Directors present
at
any meeting at which there is a quorum for the transaction of business, and
the action of a majority of the Directors present at any meeting at which
there is a quorum, when duly assembled, is valid as a corporate act;
provided
that a minority of the Directors, in the absence of a quorum, may adjourn
from
time to time, but may not transact any business. A meeting at which a quorum
is initially present may continue to transact business, notwithstanding the
withdrawal of Directors, if any action taken is approved by a majority of
the
required quorum for such meeting.

Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of holding
an adjourned meeting need not be given to absent Directors if the time and
place be fixed at the meeting adjourned and held within twenty-four (24)
hours, but if adjourned more than twenty-four hours, notice shall be given
to
all Directors not present at the time of the adjournment.

Section 14. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive
any stated salary for their services, but by resolution of the Board a fixed
sum and expense of attendance, if any, may be allowed for attendance at each
regular and special meeting of the Board; provided that nothing herein
continued shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.

Section 15. COMMITTEES. Committees of the Board may be appointed by
resolution passed by a majority of the whole Board. Committees shall be
composed of two (2) or more members of the Board and shall have such powers
of
the Board as may be expressly delegated to it by resolution of the Board of
Directors, except those powers expressly made non-delegable by applicable law.

Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may
elect one or more persons to be Advisory Directors who shall not by sch
appointment be members of the Board of Directors. Advisory Directors shall
be
available from time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon invitation and
to
furnish consultation to the Board. The period during which the title shall
be
held may be prescribed by the Board of Directors. If no period is
prescribed,
the title shall be held at the pleasure of the Board.

Section 16. RESIGNATIONS. Any Director may resign effective upon giving
written notice to the Chairman of the Board, the President, the Secretary or
the Board of Directors of the Corporation, unless the notice specifies a
later
time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take office when
the
resignation becomes effective.

ARTICLE III OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a President, a
Secretary, and a Chief Financial Officer. The corporation may also have, at
the discretion of the Board of Directors, a Chairman of the Board, one or
more Vice Presidents, one or more Assistant Secretaries, or one or more
Assistant Treasurers, and such other Officers as may be appointed in
accordance with the provisions of Section 3 of this Article. Any number or
offices may be held by the same person.

Section 2. ELECTION. The Officers of the corporation, except such Officers as
may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by the Board of Directors, and each
shall be removed or otherwise disqualified to serve or a successor shall be
elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint
such other officers as the business of the corporation may require, each of
whom shall hold office for such period, have such authority and perform such
duties as are provided by the by-Laws or as the Board of Directors may from
time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject
to the rights, if any, of any officer under any contract of employment, any
Officer may be removed, either withe cause, by the Board of Directors, at
any
regular or special meeting of the Board, or except in case of an Officer
chosen by the Board of Directors by any Officer upon whom such power of
removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice
to the rights, if any, of the corporation under any contract to which the
Officer is a party.

Section 5. VACANCIES. A vacancy in any office because death, resignation,
removal, disqualification or any other cause shall be filed in the manner
prescribed in the By-Laws for regular appointment to that office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be
from
time to time assigned by the Board of Directors or prescribed by the
By-Laws.
If there is no President, the Chairman of the Board shall in addition by the
Chief Executive Officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article.

Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER. Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the Chairman of
the Board, if there be such an Officer, the President shall be the Chief
Executive Officer of the corporation and shall , subject to the control of
the
Board of Directors, have general supervision, direction and control of the
business and Officers of the corporation. He or she shall preside at all
meetings of the Shareholders and in the absence of the Chairman of the
Board,
or if there be none, at all meetings of the Board of Directors. The
President
shall be ex officio a member of all the standing committees, including the
Executive Committee, if any, and shall have the general powers and duties of
management usually vested in the office of President of a corporation, and
shall have such other powers and duties as may be prescribed by the Board of
Directors or by the By-Laws.

Section 8. VICE PRESIDENT. In the absence or disability of the President,
the Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to, all the restrictions upon,
the President. The Vice Presidents shall have such other powers and perform
such other dirties as from time to time may be prescribed for them
respectively by the Board of Directors or the By-Laws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book
of minutes at the principal office or such other place as the Board of
Directors may order, of all meetings of Directors and Shareholders, with the
time and place of holding, whether regular or special, and if special, ow
authorized, the notice thereof given, the names of those present at
Directors
meetings, the number of shares present or represented at Shareholders'
meetings and the proceedings thereof. The Secretary shall keep, or cause
to be kept, at the principal office or at the office of the corporation's
transfer agent, a share register, or duplicate share register showing the
names of the Shareholders and their addresses, the number and classes of
shares held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings
of the Shareholders and of the Board of Directors required by the By- Laws
or
by law to be given. He or she shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as
may
be prescribed by the Board of Directors or by the By-Laws.

Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep
and maintain, or cause to be kept and maintained in accordance with generally
accepted accounting principles, adequate and correct accounts of the
properties and business transaction s of the corporation, including accounts
of its assets, earnings (or surplus) and shares. The books of accounts shall
at all reasonable times be open to inspection by any Director.

This Officer shall deposit all moneys and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by
the Board of Directors. He or she shall disburse the funds of the
corporation
as may be ordered by the v, shall render to the president and Directors,
whenever they request it, an account of all of his or her transactions and
of
the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors
or By-Laws.

ARTICLE IV SHAREHOLDERS' MEETINGS

Section 1. PLACE OF MEETINGS. All meetings of the Shareholders shall be held
at the principal executive office of the corporation unless some other
appropriate and convenient location be designated for that purpose from time
to time by the Board of Directors.

Section 2. ANNUAL MEETINGS. The annual meetings of the
Shareholders shall be held, each year, at the time and on the day following:

Time of Meeting: 10:00 a.m.
Date of Meeting: April 20th

If this day shall be a legal holiday, then the meeting shall be held on the
next succeeding business day, at the same hour. At the annual meeting, the
Shareholders shall elect a Board of Directors, consider reports of the
affairs
of the corporation and transact such other business as may be property
brought
before the meeting.

Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be
called at any time by the Board of Directors, the Chairman of the Board, the
President, a Vice President, the Secretary, or by one or more Shareholders
holding not less than one-tenth (1/10) of the voting power of the
corporation.
Except as next provided, notice shall be given as for the annual meeting.
Upon receipt of a written request addressed to the Chairman, President, Vice
President, or Secretary, mailed or delivered personally to such Officer by
any
person (other than the Board) entitled to call a special meeting of
Shareholders, such Officer shall cause notice to be given, to the
Shareholders, entitled to vote, that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than
thirty-
five (35) nor more than sixty (6) days after the receipt of such request. If
such notice is not given within twenty (2) days after receipt of such
request,
the persons calling the meeting may give notice thereof in the same manner
provided by these By-Laws.

Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or
special, shall be given in writing not less than ten (10) nor more than
sixty
(60) days before the date of the meeting to Shareholders entitled to vote
thereat. Such notice shall be given by the Secretary or the Assistant
Secretary, or if there by no such Officer, or in the case of his or here
neglect or refusal, by any Director or Shareholders. Such Notices or any
reports shall be given personally or by mail and shall be sent to the
Shareholders's address appearing on the books of the corporation, or supplied
by him or her to the corporation for the purpose of the notice. Notice of
any meeting of Shareholders shall specify the place, the day and the hour of
meeting, and (1) in case of a special meeting, the general nature of the
business to be transacted and no other business may be transacted, or (2) in
the case of an annual meeting, those matters which Board at date of mailing
intends to present for action by the Shareholders. At any meetings where
Directors are to be elected notice shall include the names of the nominees,
if any, intended at date of notice to be presented by management for
election. If a Shareholder supplies no address, notice shall be deemed to
have been given if mailed to the place where the principal executive office
of
the corporation is situated, or published at least once in some newspaper of
general circulation in the County of said principal office. If a
Shareholder supplies no address, notice shall be deemed to have been given if
mailed to the place where the principal executive office of the corporation
is situated, or published at least once in some newspaper of general
circulation in the County of said principal office. Notice shall be deemed
given at the time it is delivered personally or deposited in the mail or sent
by other means of written communication. The Officer giving such notice or
report shall prepare and file an affidavit or declaration thereof.

When a meeting is a is adjourned for forty-five (45) days or more, notice
of the adjourned meeting shall be given as in case of an original meeting.
Save, as aforesaid, it shall not be necessary to give any notice of
adjournment or of the business to be transacted at an adjourned meeting other
than by announcement at the meeting at which said adjournment is taken.

Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of Shareholders, however called and notice,
shall
be valid as though had a meeting duly held after regular call and notice, if
a
quorum be present either in person or by proxy, and if, either before or
after
the meeting, each of the Shareholders entitled to vote, not present in
person
or by proxy, sign a written waiver of notice, or a consent to the holding of
such meeting or an approval shall be filed with the corporate records or
made
a part of the minutes of the meeting. Attendance shall constitute a waiver
of
notice, unless objection shall be made as provided in applicable law.

Section 6. Shareholders ACTION WITHOUT A MEETING - DIRECTORS Any action which
may be taken at a meeting of the Shareholders, may be taken
without a meeting or notice of meeting if authorized by a writing signed by
all of the Shareholders entitled to vote at a meeting for such purpose, and
filed with the Secretary of the corporation, provided, further, that while
ordinarily Directors can be elected by unanimous written consent, if the
Directors fail to fill a vacancy, then a Director to fill that vacancy may
be
elected by the written consent of persons holding a majority of shares
entitled to vote for the election of Directors.

Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided for
under applicable law for the Articles of Incorporation, any action which may
be taken at any annual or special meeting of Shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, signed by the holders of outstanding shares
having
not less than the minimum number of votes that would be necessary to
authorize
to take such action at a meeting at which all shares entitled to vote
thereon
were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited
in writing, (1) Notice of any Shareholder approval without a meeting by less
than unanimous written consent shall be given at least ten (10) days before
the consummation of the action authorized by such approval, and (2) Prompt
notice shall be give of the taking of any other corporate action approved by
Shareholders without a meeting be less than unanimous written consented to
each of those Shareholders entitled to vote who have not consented in
writing.

Any Shareholder giving a written consent, or the Shareholder's proxy
holders,
or a transferred of the shares of a personal representative or their
respective proxy holders, may revoke the consent by a writing received by
the
corporation prior to the time that written consents of the number or shares
required to authorize the proposed action have been filed with the Secretary
of the corporation, but may not do so thereafter. Such revocation is effective
upon its receipt by the Secretary of the corporation.

Section 8. QUORUM. The holder of a majority of the shares entitled to vote
thereat, present in person, or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of business
except as otherwise provided by law, by the Articles of Incorporation, or by
these By-Laws. If, however such majority shall not be present or represented
at any meeting of the Shareholders, the shareholders represented at any
meeting of the Shareholders, the Shareholders entitled to vote thereat,
present in person, or by proxy, shall have the power to adjourn the meeting
from time to time, until the requisite amount of voting shares shall be
present. At such adjourned meeting at which the requisite amount of voting
shares shall be represented, any business may be transaction which might
have
been transacted at a meeting as originally notified.

If a quorum be initially present, the Shareholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken is approved by
a
majority of the Shareholders required to initially constitute a quorum.

Section 9. VOTING Only persons in whose names shares entitled to vote
stand on the stock records of the corporation on the day of any meeting of
Shareholders, unless some other day be fixed by the Board of Directors for
the
determination of Shareholders of record, and then on such other day, shall
be
entitled to vote at such meeting.

Provided the candidate's name has been placed in nomination prior to the
voting and one or more Shareholders has given notice at the meeting prior to
the voting of the Shareholder's intent to cumulate the Shareholder's votes,
every Shareholder entitled to vote at any election for Directors of any
corporation for profit may cumulate their votes and give one candidate a
number of notes equal to the number or Directors to be elected multiplied by
the number or votes to which his or her shares are entitled to, or
distribute
his or her votes on the same principle among as many candidates as he or she
thinks fit.

The candidates receiving the highest number or votes up to the number or
Directors to be elected are elected. The Board of Directors may fix a time
in
the future not exceeding thirty (30) days preceding the date of any meeting
of
Shareholders or the date fixed for the payment of any dividend or
distribution, or for the allotment of rights, or when any change or
conversion
or exchange of shares shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of and to vote at any
such meeting, or entitled to receive any such dividend or distribution, or
any
allotment of rights or to exercise the rights in respect to any such change,
conversion or exchange of shares. In such case only Shareholders or record
on
the date so fixed shall be entitled to notice of and to vote at such
meeting,
to receive such dividends, distribution or allotment of rights, or to
exercise
such rights, as the case may be notwithstanding any transfer of any share on
the books of the corporation after any record date fixed as aforesaid. The
Board of Directors may close the books of the corporation against transfers
of
shares during the whole or any part of such period.

Section 10. PROXIES. Every Shareholder entitled to vote, or to execute
consents, may do so, either in person or by written proxy, executed in
accordance with the provisions of applicable law filed with the Secretary of
the corporation.

Section 11. ORGANIZATION. The President, or in the absence of the President,
any Vice President, shall call the meeting of the Shareholders to order, and
shall act as Chairman of the meeting. In the absence of the President and all
of the Vice Presidents, Shareholders shall appoint a Chairman for such
meeting. The Secretary of the corporation shall act as Secretary of all
meetings of the Shareholders, but in the absence of the Secretary at any
meeting of the Shareholders', the presiding Officer may appoint any person to
act as Secretary of the meeting.

Section 12. INSPECTORS OF ELECTION. In advance of any meeting of Shareholders,

the Board of Directors may, if they so elect, appoint inspectors of election to
act at such meeting or any adjournment thereof. If inspectors of election be
not so appointed, or if any persons so appointed fail to appear or refuse to
act, the chairman of any such meeting may, and on the request of any
shareholder or his or her proxy shall, make such appointment at the meeting in
which case the number of inspectors shall be either one (1) or three (3) as
determined by a majority of the Shareholders represented at the meeting.

ARTICLE V CERTIFICATES AND TRANSFER OF SHARES

Section 1. CERTIFICATES FOR SHARES. Certificates for shares shall be of such
form and device as the Board of Directors may designate and shall state the
name of the record holder of the shares represented thereby; its number; date
of issuance; the number of shares for which it is issued; a statement of the
rights, privileges preferences and restriction, if any; a statement as to the
redemption or conversion, if any; a statement of liens or restrictions upon
transfer or voting, if any; if the shares be assessable or, if assessments are
collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the corporation by the
Chairman of the Board or Vice Chairman of the Board or the President or Vice
President and by the Chief Financial Officer or an assistant treasurer or
the
Secretary or any Assistant Secretary, certifying the number of shares and
the
class or series of shares owned by the Shareholder.

Any or all of the signatures on the certificate may be facsimile. In case
any Officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that
Officer, transfer agent, or registrar before that certificate is issued, it
may be issued by the corporation with the same effect as if that person were
an Officer, transfer agent, or registrar at the date of issuance.

Section 2. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or
transfer agent of the corporation of a certificate for shares duly endorsed
or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate
or stock to be lost or destroyed shall make an affidavit or affirmation of
that fact and shall, if the Directors so require, give the corporation a bond
of indemnity, in form and with one or more sureties satisfactory to the
Board, in at least double the value of the stock represented by said
certificate, whereupon a new certificate may be issued in the same tender and
for the same number of shares as the one alleged to the lost or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
appoint one or more transfer agents or transfer clerks, and one or more
registrars which shall be an incorporated balk or trust company, either
domestic or foreign, who shall be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of Directors
may
designate.

Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE.
In order that the corporation may determine the Shareholders entitled to
notice of any meeting or to vote or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect to any other lawful action, the Board may fix,
in advance, a record date, which shall not be more than sixty (60) days prior
to any other action.

If no record date is fixed; the record date for determining Shareholders
entitled to notice of or to vote at a meeting of Shareholders shall be at
the
close of business on the business day next preceding the day on which notice
is given or if notice is waived, at the close of business on the business
day
next preceding the day on which the meeting is held. The record date for
determining Shareholders entitled to give consent to corporate action in
writing without a meeting, when no prior action by the Board is necessary,
shall be the day on which the first written consent is given.

The record date for determining Shareholders for any other purpose shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto, or the sixtieth (60th) day prior to the date of such other
action, whichever is later.

ARTICLE VI RECORDS - REPORTS - INSPECTION

Section 1. RECORDS. The corporation shall maintain, in accordance with
generally accepted accounting principles, adequate and correct accounts,
books
and records of its business and properties. All of such books, records and
accounts shall be kept at its principal executive office as fixed by the
Board
of Directors from time to time.

Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records shall be
open to inspection of the Directors and Shareholders from time to time and in
the manner provided under applicable law.

Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The original or a copy
of these By-Laws, as amended or otherwise altered to date, certified by the
Secretary, shall be kept at the corporation's principal executive office and
shall be open to inspection by the Shareholders at all reasonable times
during office hours.

Section 4. CHECK, DRAFTS, ETC. All checks, drafts, or other orders for
payment of money, notes or other evidences of indebtedness, issued in the
name
of or payable to the corporation, shall be signed or endorsed by such person
or persons and in such manner as shall be determined from time to time by
the
Board of Directors.

Section 5. CONTRACT, ETC. HOW EXECUTED. The Board of Directors, except as in
the By-Laws otherwise provided, may authorize any Officer or Officers, agent
or agents, to enter into any contract or execute any instrument in the name
of and on behalf of the corporation. Such authority may be general or

confined to specific instances. Unless so authorized by the Board of Directors,
no Officer, agent or employee shall have any power or authority to bind the
corporation by an contract or agreement, or to pledge its credit, or to render
it liable for any purpose or to any amount except as may be provided under
applicable law.

ARTICLE VII ANNUAL REPORTS

Section 1. REPORT TO Shareholders, DUE DATE. The Board of Directors shall
cause an annual report to be sent to the Shareholders not later than one
hundred twenty (120) days after the close of the fiscal or calendar year
adopted by the corporation. This report shall be sent at least fifteen (15)
days before the annual meeting of Shareholders to be held during the next
fiscal year and in the manner specified in Section 4 of the Article IV of
these By-Laws for giving notice to Shareholders of the corporation. The
annual report shall contain a balance sheet as of the end of the fiscal year
and an income statement and statement of changes in financial position for
the
fiscal year, accompanied by any report of independent accounts or, if there
is
no such report, the certificate of an authorized officer of the corporation
that the statements were prepared without audit from the books and records
of
the corporation.

ARTICLE VIII AMENDMENTS TO BY-LAWS

Section 1. AMENDMENT BY Shareholders. New By-Laws may be adopted or these
By-Laws may be amended or repealed by the vote or written consent of holders
of a majority of the outstanding shares entitled to vote; provided, however,
that if the Articles of Incorporation of the corporation set forth the
number
or authorized Directors of the corporation, the authorized number or
Directors
may be changed only by an amendment of the Article of Incorporation.

Section 3. POWERS OF DIRECTORS. Subject to the right or the Shareholders to
adopt, amend or repeal By-Laws, as provided in Section 1 of this Article
VIII, and the limitations, if any, under law, the Board of Directors may
adopt, amend or repeal any of these By-Laws other than a By-law or amendment
thereof changing the authorized number of Directors.

ARTICLE IX CORPORATE SEAL

Section 1. SEAL The corporate seal shall be circular in form, and shall have
inscribed thereon the name of the corporation, the date and State of
Incorporation.

ARTICLE X MISCELLANEOUS

Section 1. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice
President
and the Secretary or an Assistant.

Section 2. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. A subsidiary for
these purposes is defined as a corporation, the shares of which possessing
more than 25% of the total combined voting power of all classes of shares
entitled to vote, are owned directly or indirectly through one (1) or more
subsidiaries.

Section 3. INDEMNITY. Subject to applicable law, the corporation may
indemnify any Director, Officer, agent or employee as to those liabilities
and
on those terms and conditions as appropriate. In any event, the corporation
shall have the right to purchase and maintain insurance on behalf of any
such
persons whether or not the corporation would have the power to indemnify
such
person against the liability insured against.

Exhibit 4(a)

4
[DESCRIPTION]SPECIMEN OF COMMON STOCK CERTIFICATE

Innovative Software Technologies, Inc.

[________]NUMBER
SHARES[________]
AUTHORIZED COMMON STOCK; 100,000,000 SHARES PAR VALUE $.001
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED
UNDER THE LAWS OF THE STATE OF CALIFORNIA COMMON STOCK CUSIP 03071S106

THIS CERTIFIES THAT

Is the RECORD HOLDER OF SHARES OF RUSSIAN-IMPORTS.Com COMMON STOCK
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTERED BY THE REGISTRAR.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:

[SEAL OF RUSSIAN-IMPORTS.Com]

AGATA GOTOVA
________________________
President

AGATA GOTOVA

Secretary

By: Melissa Bebe
American Registrar and Transfer Company
Salt Lake City, UT 84107

This Certificate is not valid unless countersigned by the Transfer Agent.

NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a savings bank)
,
or a trust company.

The following abbreviation, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties

(Cust) (Minor) JT TEN - as joint tenants with right

under
Uniform Gifts to Minors of survivorship and not as

Act
________________________ tenants in common
(State)
Additional abbreviation may also be used though not in above list.

FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -
- -------------------------------------- - ------------- ---------
- ---------------- ________________________________________________________
______ ___ _________ (Please print or typewrite name and address including
zip code of assignee)
________________________________________________________ ______ ___
_________ ________________________________________________________ ______
___ _________ ________________________________________________________
______ ___ _________ Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
________________________________________________________ ______ ___
_________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ---------------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.

OPINION OF COUNSEL AND CONSENT

March 1, 2000

Board of Directors
RUSSIAN-IMPORTS.com
827 State Street, Suite 26
Santa Barbara, CA 93101

Re: RUSSIAN-IMPORTS.com

Gentlemen:

The undersigned is counsel for RUSSIAN-IMPORTS.com. I have been requested
to render an opinion on the tradeability of the 50,000 shares of the company
proposed to be sold pursuant the the Company's Registration Statement on
Form SB-2. In rendering this opinion, I have reviewed the Company's
Registration on Form SB-2, the Company's Form 10SB, company articles of
incoroporation and by laws and other corporate documents. All
representations made to me in the company documents and by company officers
and directors are demmed to be accurate. It is my opinion that the shares
to be issued will be free trading shares. It is further my opinion that:

1. The Company is a corporation duly organized, validly existing and in
good standing and is qualified to do business in each jurisdiction in which
such qualification is required.

2. That the shares of common stock to be issued by the Company have been
reserved and, when issued, will be duly and properly approved by the
Company's Board of Directors.

3. That the shares of stock, when and as issued, will be fully paid and
non-assessable, and will be a valid and binding obligation of the corporation.

4. That the shares of common stock have not been but will be registered
under the Securities Act of 1933, as amended (the "Act"), and will be
registered by coordination with or exempt from the securities laws of the
state jurisdictions in which they will be sold.

I hereby consent to the use of this opinion in the Company's Registration
Statement on Form SB-2. Please feel free to contact the undersigned should
you have any further questions regarding this matter.

Very truly yours,

Kenneth G. Eade
_______________________
KENNETH G. EADE

CONSENT OF INDEPENDENT ACCOUNTANT
I consent to the incorporation by reference in the Registration Statement on
From SB-2 my report dated March 1, 2000 and the related statements of
income, stockholder's equity, and cash flows for the years then ended.

ROGER G. CASTRO
Roger G. Castro
Certified Public Accountant

Oxnard, California
March 1, 2000

SUBSCRIPTION AGREEMENT
RUSSIAN-IMPORTS.COM
827 State Street, Suite 26
Santa Barbara, California 93101

Gentlemen:

The undersigned has read and understands the matters set forth in your
prospectus dated March 14, 2000. The undersigned represents as set forth
below and subscribes to purchase ________Shares at $1.00 per Share, for
$_______________, subject to your acceptance of this subscription. There
is no minimum contingency and proceeds may be utilized at the issuer's
discretion. If any checks are delivered to any NASD member, the member must
promptly, by noon of the next business day, transmit all checks received to
the issuer or any person entitled thereto. The undersigned, if an
individual, is a resident of, or, if a corporation, partnership or trust,
has as its principal place of business:

The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____

Dated:______________.

If not an individual:_________________________
Signature

__________________________________________________
Name of Corporation, Trust,Print or type name of
or PartnershipSigner
__________________________________________________
State where incorporated,P.O. Box or Street Address
organized, or domiciled

__________________________________________________
Print Signer's CapacityCity, State and Zip Code

_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security