RUSSIAN CAVIAR COM, SB-2, 2000-03-24

RUSSIAN CAVIAR COM
SB-2, 2000-03-24
BUSINESS SERVICES, NEC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM SB-2

REGISTRATION STATEMENT

UNDER

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

RUSSIAN-CAVIAR.COM

(Name of small business issuer in its charter)

California 454110 91-2021595
(State of Incorporation) (Primary Standard Industrial) (I.R.S. Employer
Classification Code Number) I.D. 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>
___________________________________________________________________________________________
___________________________________________________________________________________________
<F>
<S>
TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
<C> <C> <C> <C> <C>
___________________________________________________________________________________________
Common Stock, .001 par $25,000 $ .50 $ 25,000 $ 6.60
_____________________________________________________________________________________________

Total $25,000 $ .50 $ 25,000 $ 6.60

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-CAVIAR.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-CAVIAR.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.

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-CAVIAR" REFER TO RUSSIAN-CAVIAR.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

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 ........................ $ --
=======

STATEMENT OF OPERATIONS DATA:
Cumulative
For Month Ended Since Inception
February 29, of Development
-------------- Stage
2000
----- -----
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-Caviar 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-Caviar'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-Caviar will be successful.

LIMITED CAPITAL AND NEED FOR SIGNIFICANT ADDITIONAL FINANCING

Russian-Caviar 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-Caviar 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-Caviar'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-Caviar 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
dividends in the foreseeable future.

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-
Caviar 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.

<CAPATION>
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-Caviar's tangible assets less its total liabilities. Net tangible book
value per share represents Russian-Caviar'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-Caviar'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................... $0.008
Net tangible book value per share after offering................... $0.008
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.

<CAPATION>
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 ..........................................
Paid-In Capital ............................. --
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
For Month Ended Since Inception
February 29, of Development
-------------- Stage
2000
----- -----
Revenues: $ -- $ --
Expenses: 1,950 1,950
----- -----
Net Loss (1,950) (1,950)
----- ----- -----
Basic & Diluted loss per share $ --
===== ===== =====

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

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 was organized on February 1, 2000, and has just recently commenced
operations. The Company is engaged in the business of selling caviar from its e
commerce equipped web site. The Company's common stock is not listed on any
recognized exchange or quoted on any quotation medium. There can be no assurance
that its common stock will ever develop a market.

PLAN OF OPERATIONS-IN GENERAL

During the next twelve months, the Company plans to satisfy its cash
requirements by additional equity financing. There can be no assurance that the
company will be successful in raising additional equity financing, and, thus,
be able to satisfy its cash requirements, which primarily consist of legal and
accounting fees at the present time. If the company is not able to raise equity
capital, and it presently has no cash with which to satisfy any future cash
requirements. The company will need a minimum of $50,000 to satisfy its cash
requirements for the next 12 months. The company will not be able to operate if
it does not obtain equity financing. The Company has no current material
commitments. The Company depends upon capital to be derived from future
financing activities such as subsequent offerings of its stock. There can be no
assurance that the Company will be successful in raising the capital it
requires. The company does not anticipate any further research and development
of any products, nor does it expect to incur any research and development costs.
The company does not expect the purchase or sale of plant or any significant
equipment, and it does not anticipate any change in the number of its
employees. The Company has no current material commitments. The Company has
generated no revenue since its inception.

The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company will
be successful in raising the capital it requires through the sale of its common
stock.

BUSINESS

THE COMPANY

The Company's plan of operations is to be the number one seller of caviar on the
Internet. Caviar from retail outlets is too expensive for the average consumer,
and the quality is usually not the highest. The Company plans to only sell the
very best quality Caspian Sea caviar imported from Russia at the lowest prices
of any wholesaler or retailer of caviar on the Internet. The Company's plan
of operations is to be the number one seller of caviar on the Internet. Caviar
from retail outlets is too expensive for the average consumer, and the quality
is usually not the highest. The Company plans to only sell the very best
quality Caspian Sea caviar imported from Russia at the lowest prices of any
wholesaler or retailer of caviar 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.

FORWARD LOOKING STATEMENT

This registration statement contains forward-looking statements. The Company's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic conditions;
competitive factors, such as pricing and marketing efforts; and the pace and
success of product research and development. These and other factors may cause
expectations to differ.

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 caviar. 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 has developed 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

The Company offers what management believes is the finest tasting, highest
quality caviar in the world at prices below any retailer the Company is aware
of. Caviar is harvested from the eggs of the prehistoric like sturgeon.
Worldwide there are 20 different sturgeon species. Five of them live in the
Caspian Sea and only three supply caviar. The Company offers all three types of
caviar, which are all imported from the Caspian Sea.

Beluga Caviar

This is the rarest and most expensive caviar. The Beluga sturgeon can grow up
to 30 feet and weigh over 2,000 pounds. It produces a light grey caviar with
large granules and delicate skin. The Company sells this caviar in 4 ounce
containers only.

Osetra Caviar

The Osetra sturgeon grows up to six feet long and up to 440 pounds. It produces
a caviar which is dark grey, with a nutty flavor which is considered to be a
rare specialty. The Company sells this caviar in 2 ounce containers.

Sevruga Caviar
The Sevruga sturgeon grows up to five feet and up to 55 pounds. It produces a
caviar which is dark grey, fine grained and delicious.

Red Caviar

In Russia, salmon roe is also known as red "Ikra" or red caviar, and Sturgeon
roe is known as black "Ikra". Truthfully, red caviar is not from the Sturgeon,
but from Salmon. It is small, red, and delicious, and is less expensive than
black caviar. The Company offers salmon roe in 4 ounce cans.

PATENTS

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

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. There is no
assurance that companies with greater buying power will be able to undercut the
Company's pricing structure.

EMPLOYEES

The Company presently employs two employees, both management, who both devote
their part time efforts to the Company.

PROPERTIES

The company has an oral agreement with the Company president 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 names,
www.russian-caviar.com and www.russiancaviar.net.

PATENTS

The Company has no patents or trademarks. The Company owns the domain names,
www.russian-caviar.com and www.russiancaviar.net.

COMPETITION

The gourmet food business is competitive. Other companies making caviar sales
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 Aristoff Caviar and Pedrosian of France, which
is perhaps the most well known seller of caviar in the world. 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.

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
Name and Address of Beneficial Owner Owned Offering Offering
- ------------------------------------ -------- -------- --------

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.

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.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

RUSSIAN-CAVIAR.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-5

Notes to Consolidated Financial Statements .........................F-6

<CAPTION>
INDEPENDENT AUDITORS' REPORT
Russian-Caviar.Com
(A Development Stage Company)

I have audited the accompanying balance sheets of Russian-Caviar.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-Caviar.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 Accountants
Oxnard, California
March 1, 2000

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

</TABLE>
<TABLE>

Common Stock Additional
Number of Shares Amount Paid in Retained
Capital (Deficit) Total
------------------- ------ -------- --------- -----
<S> <C> <C> <C> <C> <C>
Common Stock
issued 1,950,000 $ 1,950 $ -- $ 1,950

Net loss for
Balance 2/29/2000 1,950,000 $ 1,950 $ -- $(1,950) $ --
--------- ------- --------- --------- ------
--------- ------- --------- --------- ------

</TABLE>

[CAPTION]
RUSSIAN-CAVIAR.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-CAVIAR.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.

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

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

[CAPTION]
RUSSIAN-CAVIAR.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 promoter 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-Caviar.com

/s/ 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.

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

Exhibit 3(a)
ARTICLES OF INCORPORATION

2185870
ENDORSED-FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
Feb-1 2000

BILL JONES, SECRETARY OF STATE

ARTICLES OF INCORPORATION OF
RUSSIAN-CAVIAR.COM

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-Caviar.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.

[CAPTION]
EXHIBIT 3.1(b)
BY-LAWS OF RUSSIAN-CAVIAR.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 be
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
amajority of the remaining Directors, though less than a quorum, or by a
soleremaining 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 existin 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 timeto 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 ongiving written notice to the Chairman of the
Board, the President, theSecretary, or the Board of Directors, unless the notice
specifies a latertime ro that resignation to become effective. If the
resignation of aDirector is effective at a future time, the Board of Directors
may elect asuccessor 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 such
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, now 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.

[CAPTION]
Exhibit 4(a)
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-Caviar.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-Caviar.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.

[CAPTION]
EXHIBIT 5.1
OPINION OF COUNSEL AND CONSENT

March 1, 2000

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

Re: Russian-Caviar.com

Gentlemen:

The undersigned is counsel for Russian-Caviar.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 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 incorporation and by laws and
other corporate documents. All representations made to me in the company
documents and by company officers and directors are deemed 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

[CAPTION]
EXHIBIT 23.1
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

[CAPTION]
EXHIBIT
SUBSCRIPTION AGREEMENT
RUSSIAN-CAVIAR.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 Partnership Signer
_________________________ _________________________
State where incorporated, P.O. Box or Street Address
organized, or domiciled

_________________________ _________________________
Print Signer's Capacity City, State and Zip Code

_________________________
Tax ID Number _________________________
Telefax and Phone Numbers
_________________________
Social Security #