SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO.3 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
CYBER-VITAMIN.COM
(Name of small business issuer in its charter)
California 454110
(State of Incorporation) (Primary Standard Industrial
Classification Code)
91-2021600
(I.R.S. Employer Identification Number)
79811 "A" Country Club Drive
Bermuda Dunes, CA 92201
(800) 929-6147 (PHONE)
(760) 345-0980 (FAX)
(Address and telephone number of principal executive offices)
-------------------------
79811 "A" Country Club Drive
Bermuda Dunes, CA 92201
(800) 929-6147 (PHONE)
(760) 345-0980 (FAX)
(Address of principal place of business or intended principal
place of business)
-------------------------
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
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.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<F>
<S> <C> <C> <C> <C>
TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION
FEE
Common Stock, .001 par $25,000 $.50 $25,000 $ 6.60
Total $25,000 $.50 $25,000 $ 6.60
DATED October 15, 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.
</TABLE>
Prospectus
CYBER-VITAMIN.COM
50,000 SHARES OF COMMON STOCK
Up to 50,000 of the shares of Common Stock offered are being sold
by CYBER-VITAMIN.COM. There is no minimum purchase requirement
and no escrow, and the proceeds may be used by Cyber-Vitamin in
its discretion. There is no established public market for Cyber-
Vitamin's common stock, and the offering price has been
arbitrarily determined. Cyber-Vitamin's Common Stock is not
currently listed or quoted on any quotation service. There can be
no assurance that Cyber-Vitamin's common stock will ever be
quoted on any quotation service or that any market for Cyber-
Vitamin's stock will ever develop. Cyber-Vitamin is a
development stage company, with no assets or revenue and a
deficit of $1,950 since its inception. This offering is
self-underwritten. Shares will be sold by Cyber-Vitamin's sole
officer and Director, without the use of an underwriter. This
offering will terminate on June 15, 2001.
------------------------
The Common Stock offered is speculative and involves a high
degree of risk and substantial dilution. See "Risk Factors" on
page 3 of this prospectus.
------------------------
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 $ 25,000 $ 0 $25,000
(1) Before deducting expenses payable by Cyber-Vitamin, estimated
at approximately $5,500. This offering is self-underwritten, so
Cyber-Vitamin 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 Cyber-Vitamin's discretion.
(2)The shares of Common Stock are being offered by Cyber-Vitamin
through its officers and directors, subject to prior sale, when,
as, and if delivered to and accepted by Cyber-Vitamin and subject
to the approval of certain legal matters by counsel and certain
other conditions. Cyber-Vitamin reserves the right to withdraw,
cancel or modify the Offering and to reject any order in whole or
in part.
October 15, 2000
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
We have no operating history and may not be
Successful in facing early stage challenges 3
We have incurred a net loss in each quarter
since inception and expect to incur net losses
for the foreseeable future.................. 4
Our success depends on generating awareness of
the Cyber-Vitamin brand..................... 4
We need to raise at least $10,000 in order to
operate for the next twelve months........... 4
We may need additional capital to fund our
expected needs for working capital and capital
expenditures................................. 4
We must establish our brand quickly and cost-
effectively in online commerce to be competitive 5
We depend on our sole officer who comprises the
entire management team at the present time...... 5
We do not have an encrypted link for credit
card sales...................................... 6
Cyber-Vitamin has complete discretion in spending
the proceeds of this offering................... 6
We face intense competition in Internet vitamin
Sales........................................... 6
Consumers may not accept an online source for
our products.................................... 6
Extensive governmental regulation could limit
our sales or add significant additional costs... 7
The sale of vitamins and minerals involves
product liability and other risks.............. 7
We depend on third party shippers to deliver our
products in a timely manner.................. 8
Our present systems are inadequate to support
rapid growth in user demand.................. 8
We may not be able to generate sales if our
website and systems are not as convenient to use
as the sites of our competitors............... 9
Our computer and communications systems may
fail to experience delays..................... 9
We depend on continued growth in use of the
Internet and online commerce.................. 9
We may be unable to respond to rapid changes in
the online commerce industry.................. 10
Terms of offering-no escrow................... 10
Related party transactions and possible
conflicts of interest...................... 10
Use of Proceeds................................. 12
Dividend Policy................................. 13
Price Range of Securities....................... 13
Capitalization.................................. 13
Dilution........................................ 14
Selected Financial Data......................... 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 14
Business........................................ 17
Management...................................... 27
Certain Transactions............................ 29
Principal Stockholders.......................... 30
Description of Securities....................... 30
Shares Eligible for Future Sale................. 32
Plan of Distribution............................ 33
Legal Matters................................... 34
Experts......................................... 34
Index to Financial Statements................... 35
------------------------
PROSPECTUS SUMMARY
CORPORATE BACKGROUND
Cyber-Vitamin 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. Cyber-
Vitamin is engaged in the business of selling vitamins from its
fully operational e-commerce web site on the Internet.
As of
the date of this prospectus, no vitamin sales have been made. The
Company has no history of operations and no assets, and has a
deficiency of $1,950 in losses. Cyber-Vitamin is controlled two
individuals who devotes only 25% of their time to the business of
Cyber-Vitamin. In order to satisfy its cash needs for the next 12
months, Cyber-Vitamin will need to raise additional capital
beyond that which is raised in this offering, and there can be no
assurance that it will be successful in raising this additional
capital. Cyber-Vitamin has no agreements with vitamin suppliers,
and there can be no certainty that Cyber-Vitamin will be able to
operate profitably. There can be no assurance that Cyber-
Vitamin's common stock will ever develop a market.
THE OFFERING
Common Stock Offered..................... Up to 50,000 shares
Common Stock Outstanding after the
Offering............................... 2,000,000 shares(1)
Use of Proceeds.......................... Working capital
Symbol................................... None
Risk Factors........................ The shares of Common stock
offered involve a
high degree of risk and
immediate substantial
dilution. See"Risk Factors"
Term of offering................... Until June 15, 2001
-------------------------------------
(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 Notes, included
elsewhere in this Prospectus. The statement of operations data
for the period inception to June 30, 2000 and the consolidated
balance sheet data at June 30, 2000 come from Cyber-Vitamin's
audited Consolidated Financial Statements included elsewhere in
this Prospectus. The consolidated statement of operations data
for the period inception to June 30, 2000 come from Cyber-
Vitamin's audited financial statements for those years, which are
included in this Prospectus. These statements include all
adjustments that Cyber-Vitamin 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 do not necessarily indicate the results to be
expected for the full year or for any future period.
[CAPTION]
BALANCE SHEET DATA:
June 30, 2000
-----------------
Assets: ............................. $ --
=======
Liabilities - Accounts Payable ...... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at June 30,
2000 ........................... 1,950
Paid-In Capital .................. --
Retained Deficit ................. (1,950)
-------
Total Stockholders' Equity ....... --
-------
Total Liabilities and
Stockholders' Equity ............. $ --
=======
STATEMENT OF OPERATIONS DATA:
Cumulative
Since
inception
Month ended C of
June 30,2000 Development
Stage
---------------- -----
Revenues: $ -- $ --
General and administrative
Expenses: 1,950 1,950
---------------- -----
Net Loss $(1,950) $(1,950)
---------------- -----
Loss per share $ -- $ --
================ =====
-------------------------------------------------------
RISK FACTORS
Prospective Investors in the Shares offered should carefully
consider the following risk factors, in addition to the other
information appearing in this prospectus.
We have no operating history and may not be successful in
facing early stage challenges.
Cyber-Vitamin is a development stage company with no operating
history. This makes it difficult to evaluate its future
performance and prospects. Cyber-Vitamin'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, Cyber-Vitamin has incurred
losses.
The industry that Cyber-Vitamin competes in is a new and volatile
industry. Our website was launched in late August, 2000, and our
management team is new. We expect to encounter difficulties as an
early stage company in the rapidly evolving online commerce
industry. Our business strategy is unproven, and we may not be
successful in addressing early stage challenges, such as
establishing our position in the market and expanding our online
presence and capabilities. To implement our business plan, we
must increase our marketing initiatives, identify and enter into
additional strategic relationships and incorporate rapid
technological advances.
We have incurred a net loss in each quarter since inception and
expect to incur net losses for the foreseeable future.
Our success depends on generating awareness of the Cyber-Vitamin
band.
We intend to spend the majority of proceeds from this and future
offerings to increase our marketing and promotional expenditures
dramatically, to make additional payments in connection with
strategic relationships and to make capital expenditures to
develop and maintain the quality of our website and operating
systems.
We need to raise at least $10,000 in order to operate for the
next twelve months.
If we are unsuccessful in raising at least $10,000 from this
offering for our operations during the next twelve months, we
will be unable to pay our minimum operating expenses, and, unless
we have financial contributions from our principal, we will be
forced to temporarily or permanently cease our operations.
We may need additional capital to fund our expected needs for
working capital and capital expenditures.
We require substantial capital to fund our business. Since our
inception, we have experienced negative cash flow from operations
and expect to experience significant negative cash flow from
operations for the foreseeable future. We expect that the net
proceeds of this offering will be sufficient to meet our expected
needs for working capital and capital expenditures for at least
the next 12 months. We may need to raise additional funds prior
to the end of this period. We cannot accomplish the goals in our
business plan without raising substantial additional capital, and
we expect to attempt to sell additional shares though private
placements in the next 12 months. We cannot be certain that
additional financing will be available to us when required on
favorable terms or at all. Our inability to obtain adequate
capital would limit our ability to achieve the level of corporate
growth that we believe to be necessary to succeed in our
business.
We must establish our brand quickly and cost-effectively in
online commerce to be competitive.
We must establish, maintain and enhance the Cyber-Vitamin brand
to attract customers to our website and to generate revenues from
product sales. Brand recognition and customer loyalty will become
increasingly important as more companies with established brands
in online services or vitamins, nutritional supplements and
minerals offer competing services on the Internet. Development
of the Cyber-Vitamin brand will depend largely on our success in
providing a quality online shopping experience supported by high
levels of customer service. We expect to increase our
expenditures on programs designed to create and maintain strong
brand loyalty among customers, but we cannot be certain that our
efforts will be successful.
We depend on our sole officer who comprises the entire
management team at the present time.
Our success depends on hiring, retaining and integrating senior
management and skilled employees in order to expand our business.
We have only two officers; Tom Yarbray and George White, who each
devote approximately 25 hours per week to our business. Loss of
Mr.DeBalkany could slow the growth of our business.
Cyber-Vitamin has complete discretion in spending proceeds of
this offering.
Once this offering is complete, it is possible that we may
decide not to spend any of the proceeds on further development of
the website and associated advertising necessary to continue
operations.
We do not have an encrypted link for credit card sales.
We currently use "DC Shop" for credit card sales, which is not as
secure for consumers as an encrypted link. We plan to add an
encrypted link by phase two of our plan of operations, within the
second year of operations, but there can be no assurance that we
will do so. This may cause consumers to avoid ordering our
products due to privacy and safety concerns about their credit
card information.
We face intense competition in Internet vitamin sales.
We compete with numerous resellers, manufacturers and
wholesalers, including other online companies as well as retail
and catalog sources. Most of our competitors may have greater
access to capital than we do and may use these resources to
engage in aggressive advertising and marketing campaigns. The
current prevalence of aggressive advertising and promotion may
generate pricing pressures to which we must respond.
Consumers may not accept an online source for our products.
Our success depends on attracting and retaining a high volume of
online customers at a reasonable cost. We may not be able to
convert a large number of consumers from traditional shopping
methods to online shopping. Factors that could prevent or delay
the widespread consumer acceptance of purchasing vitamins,
nutritional supplements and minerals online, and consequently our
ability to increase our revenues, include:
- shipping charges, which do not apply to shopping at
traditional retail stores;
- delivery time associated with online orders, as compared
to the immediate receipt of products at a physical store;
- pricing that does not meet consumer expectations of
finding "the lowest price on the Internet";
- lack of consumer awareness of our online presence;
- customer concerns about the security of online
transactions and the privacy of personal health information;
- product damage from shipping or shipments of wrong or
expired products, which may result in a failure to establish
customer trust in purchasing our products online;
- delays in responses to customer inquiries or in deliveries
to customers; and
- difficulty in returning or exchanging orders.
Extensive governmental regulation could limit our sales or add
significant additional costs to our business.
Because the online market for vitamins, nutritional supplements
and minerals is relatively new, there is little common law or
regulatory guidance that clarifies the manner in which government
regulation impacts online sales. Governmental regulation may
limit our sales or add significant additional costs to our
business. The two principal federal agencies that regulate
dietary supplements, including vitamins, nutritional supplements
and minerals, are the Food and Drug Administration and the
Federal Trade Commission. Among other matters, FDA regulations
govern claims that assert the health or nutritional value of a
product. Many FDA and FTC remedies and processes, including
imposing civil penalties in the millions of dollars and
commencing criminal prosecution, are available under federal
statutes and regulations if product claims violate the law.
Similar enforcement action may also result from noncompliance
with other regulatory requirements, such as FDA labeling rules.
The FDA also reviews some product claims that companies must
submit for agency evaluation and may find them unacceptable.
State, local and foreign authorities may also bring enforcement
actions for violations of these laws. In addition, because we
sell products outside the United States, our business is also
subject to the risks associated with United States and foreign
legislation and regulations relating to exports. See "Business --
Government Regulation" for additional discussion of the
government regulations impacting our business.
The sale of vitamins and minerals involves product liability and
other risks.
Like any other distributor or manufacturer of products that are
ingested, we face an inherent risk of exposure to product
liability claims if the use of our products results in illness or
injury. If we do not have adequate insurance or contractual
indemnification, product liability claims could have a material
adverse effect on our business. Cyber-Vitamin has no current
product liability insurance. Manufacturers and distributors of
vitamins, nutritional supplements and minerals have been named as
defendants in product liability lawsuits from time to time. The
successful assertion or settlement of an uninsured claim, or the
failure to obtain adequate insurance coverage would harm us by
adding further costs to our business and by diverting the
attention of our senior management from the operation of our
business.
Some of our products contain innovative ingredients or
combinations of ingredients, and there is little long-term
experience with human consumption of these ingredients or
combinations in concentrated form. In addition, interactions of
these products with other similar products, prescription
medicines and over-the-counter drugs have not been fully
explored. Although the manufacturers may perform research and
tests in connection with the formulation and production of the
products that we sell, there are no conclusive clinical studies
regarding many of our products. We depend upon customer
perceptions about the safety and quality of our products and of
similar products distributed by our competitors. The mere
publication of reports asserting that a particular product may be
harmful may substantially reduce or eliminate sales of the
product, regardless of whether the reports are scientifically
supported and regardless of whether the harmful effects would be
present at recommended dosages. Vitamins, nutritional
supplements and minerals are subject to sharp increases in
consumer interest, which in some cases stems from discussion of
particular products in the popular press.
We depend on third party shippers to deliver our products in a
timely manner.
Our customers cannot visit physical stores to pick up our
products. Our product distribution relies instead on third-party
delivery services, including the United States Postal Service and
United Parcel Service. Strikes and other interruptions may delay
the timely delivery of customer orders, and customers may refuse
to purchase our products because of this loss of convenience.
Our present systems are inadequate to support rapid growth in
user demand.
Our success depends on generating a high volume of traffic to our
website. However, growth in the number of users accessing our
website may strain or exceed the capacity of our computer systems
and lead to declines in performance or system failure. We believe
that our present systems will not be adequate to accommodate
rapid growth in user demand. Increased sales volume as a result
of increased traffic may exceed our supply and fulfillment
capabilities. Failure to accommodate increased traffic may
decrease levels of customer service and satisfaction.
We may not be able to generate sales if our website and systems
are not as convenient to use as the sites of our competitors.
We must continually improve and enhance the functionality and
performance of our website, order tracking and other technical
systems to provide a convenient shopping experience. We must also
introduce additional or enhanced features and services from time
to time to attract and retain customer. Failure to improve these
systems effectively or within a reasonable period of time may
cause customers to visit our website less frequently or not at
all. New services or features may contain errors, and we may need
to modify the design of these services to correct errors. If
customers encounter difficulty with or do not accept new services
or features, they may buy from other online vendors and cause our
sales to decline.
Our computer and communications systems may fail or experience
delays.
Our success, and in particular our ability to receive and fulfill
orders and provide quality customer service, depends on the
efficient and uninterrupted operation of our computer systems.
System interruptions may result from fire, power loss, water
damage, telecommunications failures, vandalism and other
malicious acts and problems related to our equipment. Our website
may also experience disruptions or interruptions in service due
to failures by third-party communications providers. We depend on
communications providers and our website host to provide our
customers with access to our website. In addition, our customers
depend on their own Internet service providers for access to our
website. Periodic system interruptions will occur. These
occurrences may cause customers to perceive our website as not
functioning properly and therefore cause them to stop using our
services.
We depend on continued growth in use of the Internet and online
commerce.
Our success depends upon the ability of the Internet
infrastructure to support increased use. The performance and
reliability of the Internet may decline as the number of online
users grows or bandwidth requirements increase. The Internet has
experienced a variety of outages due to damage to portions of
its infrastructure. If outages or delays frequently occur in the
future, Internet usage and usage of our website may grow slowly
or decline. Concerns about inadequate Internet infrastructure,
security, reliability, accessibility, privacy and the
availability of cost-effective, high-speed service also may
inhibit growth in Internet usage. Even if the necessary
infrastructure or technologies develop, we may incur significant
costs to adapt our operating strategy. Our success also depends
upon acceptance and use of online commerce as an effective medium
of commerce. Widespread use of the Internet and online commerce
is a recent phenomenon. A large base of consumers may not adopt
and continue to use the Internet as a medium of commerce.
We may be unable to respond to rapid changes in the online
commerce industry.
To be competitive, we must continue to enhance and improve the
responsiveness, functionality and features of our website. Online
commerce has been characterized by rapid technological change,
evolving industry standards, changes in user and customer
requirements and preferences, frequent new product
and service introductions embodying new technologies and the
emergence of new industry standards and practices that could
render our website, technology and systems obsolete. We must
obtain licensed technologies useful in our business,
enhance our existing services, develop new services and
technologies that address sophisticated and varied consumer
needs, respond to technological advances and emerging industry
standards and practices on a timely and cost-effective basis and
address evolving customer preferences. We may experience
difficulties that delay or prevent our being able to respond to
these changes.
Terms of offering-no escrow.
There is no escrow of any funds received by Cyber-Vitamin in this
offering, and any funds received may be used by Cyber-Vitamin for
any corporate purpose as the funds are received.
Related party transactions and possible conflicts of interest.
Cyber-Vitamin 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 Cyber-Vitamin's
favor. See "Certain Transactions."
USE OF PROCEEDS
The net proceeds to Cyber-Vitamin from the sale of the shares of
Common stock offered are estimated to be approximately $19,500 if
all shares in this offering are sold. Cyber-Vitamin intends to
use these proceeds for web site promotion, working capital and
general corporate purposes, as follows:
Use Amount
Web site development 10,000
Web site promotion 3,500
Management salaries 0
Employee salaries 4,500
Working capital 1,500
--------
Total: $19,500
The following table shows the Company's use of proceeds if 25%,
50%, 75%, and/or 100% of the shares are sold. Further, there
can be no assurance that any shares will be sold in this
offering.
10% 25% 50% 75%
--- ----- ------ -------
Web site development 550 1,000 2,000 6,500
Web site promotion 350 875 1,750 2,625
Management salaries 0 0 0 0
Employee salaries 450 1,125 2,250 3,375
Working capital 500 1,250 2,500 3,750
------ ----- ----- -------
Totals: $1,850 $4,250 $8,500 $16,250
The allocation of the net proceeds of the Offering set forth
above represents Cyber-Vitamin's best estimates based upon its
current plans and certain assumptions regarding industry and
general economic conditions and Cyber-Vitamin's future revenues
and expenditures. If any of these factors change, Cyber-Vitamin
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.
DIVIDEND POLICY
Cyber-Vitamin has never declared or paid cash dividends on its
capital stock. Cyber-Vitamin 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
Cyber-Vitamin's common stock is not listed or quoted at the
present time, and there is no present public market for Cyber-
Vitamin's common stock. Cyber-Vitamin has obtained a market
maker who has agreed to file an application for Cyber-Vitamin's
securities to be quoted on NASD OTC 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 Cyber-Vitamin's stock will be quoted on the
Bulletin Board. Thus, there can be no assurance that the NASD
will accept Cyber-Vitamin's market maker's application on Form
211. Therefore, there can be no assurance that a public market
for Cyber-Vitamin's common stock will ever develop.
CAPITALIZATION
The following table sets forth the short-term debt and
capitalization of Cyber-Vitamin as of June 30, 2000. The table
should be read in conjunction with the Consolidated Financial
Statements, including the Notes thereto, appearing elsewhere in
this Prospectus.
BALANCE SHEET DATA:
---------------------
6/30/2000
-------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
Stockholders' Equity:
Common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at June 30,
2000 .................................. 1,950
Paid-In Capital .................................. --
Retained Deficit ................................. (1,950)
------
Total Stockholders' Equity .................... --
------
Total Liabilities and
Stockholders' Equity ........................ $ --
======
DILUTION
As of June 30, 2000, Cyber-Vitamin's net tangible book value was
$0, or $0 per share of common stock. Net tangible book value is
the aggregate amount of Cyber-Vitamin's tangible assets less its
total liabilities. Net tangible book value per share represents
Cyber-Vitamin'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 $.50 per share of Common stock, application of the
estimated net sale proceeds (after deducting offering expenses of
$5,500), Cyber-Vitamin's net tangible book value as of the
closing of this offering would increase from $0 to $.005 per
share. This represents an immediate increase in the net tangible
book value of $.005 per share to current shareholders, and
immediate dilution of $.995 per share to new investors, as
illustrated in the following table:
Public offering price per share of common stock ...... $ 0.50
Net tangible book value per share before ............. $ 0
Increase per share attributable to new investors...... $ .005
Net tangible book value per share after offering...... $ .005
Dilution per share to new investors................... $ 0.995
Percentage dilution......................................99.5%
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with
Cyber-Vitamin's Consolidated Financial Statements, including the
Notes thereto, appearing elsewhere in this Prospectus.
COMPANY OVERVIEW
Cyber-Vitamin was organized on February 1, 2000, under the
original name of Exotic-Bird.com, and has just recently commenced
operations. Cyber-Vitamin's original purpose was to sell exotic
birds on the Internet, but it changed its business focus in June
2000, and its corporate name on July 3, 2000 to focus on its new
business purpose of vitamin sales on the Internet.
Cyber-
Vitamin's former sole officer and director, Damir DeBalkany,
resigned as officer and director on October 3, 2000, and was
replaced by Robert T. Yarbray and George R. White. Cyber-Vitamin
is engaged in the business of selling of vitamins from an e
commerce equipped web site on the Internet. Cyber-Vitamin has
virtually no operations, assets or revenue and has net losses of
$1,950. Cyber-Vitamin'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
Cyber-Vitamin's plan of operations is to be the number one seller
of vitamins on the Internet. Vitamins from retail outlets are
too expensive for the average consumer, and the vitamins can be
easily ordered from the Internet, because, in management's
opinion, they are not the type of items which require physical
inspection, as vitamins are usually packaged securely and safely,
and buyers of vitamins rely on the ingredients of the vitamins
rather than a physical inspection of them. We will provide a
satisfaction guarantee and full refund and, if customers are not
satisfied, they may return the unopened product for a full
refund. Cyber-Vitamin will seek to establish an aggressive
marketing plan both on the Internet and conventionally.
During the twelve month period following our June 30, 2000
financial statements, Cyber-Vitamin plans to satisfy its cash
requirements by additional equity financing. This will be in the
form of private placements of restricted common stock. There can
be no assurance that Cyber-Vitamin 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. Cyber-Vitamin presently
has no cash with which to satisfy any future cash requirements.
Cyber-Vitamin will need a minimum of $10,000 to satisfy its cash
requirements for the next 12 months. In order to raise this
minimum amount of capital, Cyber-Vitamin depends on the success
of this offering in selling at least 50% of the shares offered.
We have not engaged in any private placements of our common stock
to date. Cyber-Vitamin will not be able to operate if it does not
obtain equity financing. Cyber-Vitamin has no current
material commitments. Cyber-Vitamin depends upon capital to be
derived from future financing activities such as subsequent
offerings of its stock. There can be no assurance that Cyber-
Vitamin will be successful in raising the capital it requires.
Our minimum operating expenses are relatively low, and
management expects that the majority of proceeds from these
offerings can be invested in further development, promotion and
advertising of the website, which should develop, within the next
12 months, sufficient gross revenues, estimated at $7,500 per
month, to support minimum operating overhead of less than $1,000
per month. Cyber-Vitamin does not anticipate any further
research and development of any products, nor does it expect to
incur any research and development costs. Cyber-Vitamin 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. Cyber-Vitamin has no current material commitments.
Cyber-Vitamin has generated no revenue since its inception.
Cyber-Vitamin has not just recently commenced operations. It
has obtained domain names for its web site, and has developed and
launched an e-commerce site, www.cyber-vitamin.com, and a
duplicate website at Internet-vitamin.com. The website was
developed by a website developer in exchange for 100,000 common
shares of Cyber-Vitamin stock. Over the next twelve months,
Cyber-Vitamin plans to establish itself on over 1500 Internet
search engines and Internet links. We have submitted our
website name, description and search key words and have been
accepted by Alta Vista, Excite, Goto.com, Lycos, Infoseek,
Webcrawler, HotBot, What-U-Seek, Infomak, Northern Light, AOL
Netfind, Euroferret, PlanetSearch, Rex, Anzwers, Ibcnet,
Infospace, SearchKing, UK Index, Por Find, Powercrawler,
Fireball, Intersearch, and over 275 links and Internet
classifieds.
Cyber-Vitamin has no current plans, preliminary or otherwise, to
merge with any other entity.
Cyber-Vitamin is still considered to be a development stage
company, which has generated no revenue to date, and is dependent
upon the raising of capital through placement of its common
stock. There can be no assurance that Cyber-Vitamin will be
successful in raising the capital it requires through the sale of
its common stock.
BUSINESS
IN GENERAL
Cyber-Vitamin 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.
Cyber-Vitamin's mailing address is 79811 "A" Country Club
Drive, Bermuda Dunes, CA 92201. The telephone number of its
principal executive office is (800) 929-6147.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements.
Cyber-Vitamin'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.
CYBER-VITAMIN
Cyber-Vitamin is on online source for vitamin products and
content related to vitamins, nutritional supplements and
minerals. Our www.cyber-vitamin.com website, which was
launched in August, 2000, provides a convenient and informative
shopping experience for consumers desiring to purchase products
that promote healthy living. We offer an extensive selection
of vitamins, nutritional supplements and minerals. We sell our
entire line of products at year-round discounts generally ranging
from 20% to 40% off suggested retail prices.
Our strategy is to become a leading online source for vitamins,
nutritional supplements and minerals by positioning ourselves on
Internet links and search engines, and by conventional direct
mail advertising. All conventional advertising and marketing will
be done internally. We do not intend to hire an outside
advertising agency. Our website developer will, in return for
payment in common stock, establish a regular submission schedule
to all major search engines and links to sites of similar
interests to establish traffic to our website, and will, along
with management, analyze weekly traffic and source reports from
reporting software which monitors our websites.
The vitamin, nutritional supplement and mineral market is
attractive due to its growth and margin characteristics, which we
believe are high relative to other consumer product categories.
According to industry research, domestic sales of these products
have grown at a 15% compounded annual rate between 1994
and 1998 to $8.9 billion.
Our e-commerce website is located at www.cyber-vitamin.com.
INDUSTRY OVERVIEW
Vitamins, nutritional supplements and minerals. According to
Packaged Facts, an independent market research company, total
domestic retail sales of vitamins, nutritional supplements and
minerals and similar products during 1998 were approximately $8.9
billion. The vitamin, nutritional supplement and mineral
market has grown at a 15% compounded annual rate for the last
four years and is expected to grow at a 13% compounded annual
rate from 1998 to 2003. According to Packaged Facts, this growth
stems from the passage of the Dietary Supplement and Health
Education Act, a growing body of scientific research showing the
benefits of vitamins, the introduction of new types of
nutritional supplements, increased consumer interest in
nutritional and alternative medicine and changing attitudes
within the medical community. Simmons Market Research Bureau
estimates that, in 1998, 56% of adults in the United States used
vitamins, nutritional supplements and minerals, an increase from
43% in 1993. For more information about the Dietary Supplement
and Health Education Act, see "-- Government Regulation."
Channels of distribution. The vitamin, nutritional supplement
and mineral market is highly fragmented. Vitamin, nutritional
supplement and mineral products are sold through a number of
channels, including retail, catalog/mail order, direct selling
and, more recently, online commerce. Each of these channels
offers a varying degree of convenience, selection, quality,
information, price and privacy. Retail is the largest of these
channels, accounting for 88% of sales during 1998, according to
Packaged Facts. The retail channel includes food stores,
drugstores and mass merchandisers, which together accounted for
50% of sales during 1998, and health/natural food stores, which
accounted for 39% of sales during 1998. Direct selling accounted
for 10% of sales during 1998, and catalog and online distribution
accounted for the remaining 2%.
Emergence of the Internet. The Internet plays an increasingly
significant role in communication, information and commerce.
International Data Corporation, an independent research company,
estimates that the 97 million Internet users worldwide at the end
of 1998 will grow to 320 million users by the end of 2002.
The functionality of the Internet makes it an attractive
commercial medium by providing features and information that have
been unavailable in the past. International Data Corporation
estimates that worldwide consumer online commerce will grow from
approximately $11 billion in 1998 to approximately $94 billion by
2002. In addition, International Data Corporation estimates that,
as the number of total Internet users grows, the number of online
purchasers will grow at a compounded annual rate of 46% from 28
million in 1998 to 128 million in 2002.
The online opportunity. We believe that the Internet is uniquely
qualified to become the "channel of choice" for vitamins,
nutritional supplements and minerals. Using the Internet, we
offer a highly efficient solution that allows customers to
research a large selection of products in the convenience and
privacy of their own homes so that informed purchase decisions
may be made. In addition, we believe that the privacy of the
Internet enables consumers to feel more comfortable in purchasing
personal products, since the information conveyed is
confidential. These benefits, together with the convenience of
being able to shop 24 hours per day, seven days per week, the
ability to reorder products easily and the availability of a
large product selection make the Internet an excellent
distribution channel for these products. In November 1998,
Packaged Facts called the World Wide Web an "ideal place" to
market vitamins, nutritional supplements and minerals, due in
part to the low shipping cost relative to the
value of the products, as well as the capability of providing
detailed information about a large number of products.
The number of online consumers is growing rapidly and includes
"baby boomers" in the age bracket 37-55, who are concerned about
health and nutrition and whose discretionary income is relatively
high. According to a Harris Poll featured in USA Today, nearly
70% of Internet users have researched a disease or medical
condition online. Cyber Dialogue estimates that the number of
adults in the United States searching online for health and
medical information will grow from approximately 17 million
during the year ended July 1998 to approximately 30 million
during the year ending July 2000. In addition, 32% of Internet
users shopped online for health-related products during the six
months ended February 1999, according to Forrester Research. We
believe that the demographics of those who use vitamins,
nutritional supplements and minerals and those who use the
Internet are highly correlated, with high income, a college
degree and a professional occupation being common traits.
BUSINESS STRATEGY
Our goal is to make Cyber-vitamin.com a comprehensive online
source for products and information about vitamins, nutritional
supplements and minerals. To achieve this goal, we are focusing
on the following objectives:
-Offer a large selection of products and provide a
convenient shopping experience
By offering an extensive selection of quality products, together
with access to product and health-oriented information, we
believe that we make our products accessible to a wide range of
consumers whose level of interest and knowledge ranges from
casual to sophisticated. The easy-to-use search capabilities of
our website and its flexible database structure allow customers
to tailor the breadth of product choice. We provide consumers
with the ability to shop 24 hours per day, seven days per week.
-Offer compelling content and information. As we enhance
our website, we will provide information about vitamins,
nutritional supplements and minerals, and hyperlinks to credible
third-party information sources about health and nutrition on
well-known health-related websites, such as www.drkoop.com,
www.drweil.com, www.InteliHealth.com and www.onhealth.com.
GROWTH STRATEGY
Our growth strategy focuses on maximizing the lifetime value of
our customers by establishing ourselves as a "trusted provider"
of vitamins, nutritional supplements and minerals and by creating
long-term customer relationships. We believe that this strategy
will build customer loyalty, encourage repeat purchases, increase
average order size and produce recurring revenues. In order to
maximize the lifetime value of our customers, we believe
that we must:
- generate high levels of interest and awareness of the
Cyber-Vitamin brand to encourage consumers to try online
purchasing;
- build customer trust in the Cyber-Vitamin brand;
- provide helpful product information to facilitate informed
purchases; and
- reward customer loyalty.
The key elements of our growth strategy include:
--Acquire new customers. Our objective is to attract new
customers through aggressive marketing initiatives and strategic
relationships that generate awareness of the Cyber-Vitamin brand
as a comprehensive online source for both products and hyperlinks
to credible third-party information sources.
- Accelerate marketing initiatives. We plan to utilize a
broad range of advertising and marketing programs to build
awareness of Cyber-Vitamin.com as a comprehensive online source
for products and information. We will use these programs to
communicate the value proposition of our website and to encourage
new customers to experience online buying. Our marketing
initiatives will include online and traditional media, and others
and direct and database marketing.
- Build strategic relationships. We will attempt to build
new strategic relationships to enhance the Cyber-Vitamin brand.
Our goal is to maximize customer retention and to increase order
frequency and size across our customer base. Through a
combination of quality products, price and service, coupled with
the personalization capabilities of the Internet, we plan to
build relationships with our customers that will meet their
lifetime purchasing needs for vitamins, nutritional supplements
and minerals. We intend to promote customer retention and growth
by utilizing the following strategies:
- Utilize customer database for target marketing. We plan
to develop and target a customer database with e-mail marketing
messages designed to stimulate repeat purchases and increased
spending. Our database will contain a detailed customer
information about the preferences and purchasing patterns of our
online customers.
- Enhance customer experience. To enhance the purchasing
experience, we intend to invest in technology, such as
customization features, and to increase our offerings. We will
use customer feedback and transaction histories to expand our
product offerings and to pursue additional revenue opportunities.
In addition, we will build strategic relationships and licensing
arrangements to expand our content offerings.
TIMING ON STRATEGY AND GOALS
The accomplishment of our goals depends on the raising of
capital. It is anticipated that, if this offering is successful
in selling all of the 50,000 shares offered, we will have enough
capital to satisfy our cash requirements for the next twelve
months. With this capital, we will be able to launch our
Internet campaign to build awareness of our brand, and our banner
advertising and improve our website by making it easier to use,
more secure with advanced encryption technology, and more
informative. This is the first phase of the accomplishment of
our goals. Our second phase includes the acceleration of our
marketing activities by conventional direct advertising, the
establishment of strategic relationships and the expansion of our
supplier base, which can only be accomplished by hiring
additional clerical personnel and by the raising of additional
capital, which we plan to accomplish by private placements of
common stock. There are no commitments to purchase any of our
common stock in a private placement, but we do have private
sources to solicit for private placement capital. The successful
private placement of our common stock depends upon us
establishing a quote for our stock on a national quotation
service such as the pink sheets or the NASD Bulletin Board, and
there can be no assurance that this can be accomplished. We will
continue to rely upon Internet expertise of outside technicians
in return for common stock for the improvement of our website and
the launching of our Internet campaign to build awareness of our
brand, in the event we are unable to raise sufficient capital.
The cost of the second phase is estimated by management to be a
minimum of $100,000 to a maximum of $250,000. There can be no
assurance that we will be able to raise this capital. Management
estimates that the first revenues will appear in February, 2001,
approximately six months after efforts to establish our website
on the most popular search engines.
THE CYBER VITAMIN ONLINE EXPERIENCE
We provide consumers with a comprehensive online source for
vitamins, nutritional supplements and minerals. We believe that
our website offers attractive benefits to consumers, including
convenience, ease of use, privacy, broad product selection and we
intend to add more relevant product information. Cyber-Vitamin
will avoid customer service problems by offering a money back if
not satisfied guarantee, and providing free expedient shipping of
product.
Features and capabilities. We emphasize ease of use and
efficiency. We intend to provide a wide range of consumers --
from the casual to the sophisticated consumer of vitamins,
nutritional supplements and minerals -- with immediate access to
the products and information that will promote an informed
purchase. Our website features full keyword search functionality
and other capabilities that enable customers to search for and
select products quickly and reliably.
- Online ordering. We provide customers with the ability to
place their orders easily and to gather a variety of items in
their online shopping carts for rapid checkout. Website
functionality allows customers to compare the prices of various
options and to select those that best meet their personal
criteria for price, brand and size. We offer next-business-day
shipping.
-Products. We offer consumers a broad and deep complement
of quality products at competitive prices. Our year-round
discount generally ranges from 20% to 40% off suggested retail
prices. The primary product categories include:
- Vitamins, nutritional supplements and minerals. Vitamins,
nutritional supplements and minerals are our largest category.
Our extensive vitamin line includes vitamins A, B, C, D, E and K
in a variety of forms and doses. We also feature all major and
trace minerals, including calcium, boron, zinc, selenium,
chromium, magnesium and potassium. We offer vitamins and minerals
alone and in combinations to address the specific lifestyle, age
and gender needs of our customers. Our nutritional supplement
line includes glucosamine and chondroitin sulfate, coenzyme Q
10, essential fatty acids, carnitine, phosphatidylserine and
numerous antioxidants.
ADVERTISING AND MARKETING
We intend to pursue comprehensive advertising and marketing
campaigns. We have begun to implement an aggressive online
advertising and marketing campaign to increase awareness of the
Cyber-Vitamin brand and to acquire new customers through
multiple channels, including traditional and online advertising,
direct marketing and expansion and strengthening of our strategic
relationships. We believe that the use of multiple marketing
channels reduces reliance on any one source of customers,
maximizes brand awareness and promotes customer acquisition. In
addition to the specific strategies discussed below, we will
seek to maximize the lifetime value of our customers by focusing
on purchase frequency and customer retention.
Traditional and online advertising. We intend to pursue a
traditional media-based advertising campaign that may include
television, radio, print, outdoor and event-based advertising, as
well as an aggressive online campaign to build consumer awareness
of our website.
Cyber-Vitamin will seek to promote its web site and attract
visitors to it by becoming predominant on major search engines
and banner advertisements. In addition, Cyber-Vitamin will
promote its web site and its products by conventional advertising
and marketing.
To help achieve its sales goals, Cyber-Vitamin plans to implement
an aggressive online marketing campaign. The objective will be to
name awareness for Cyber-Vitamin 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. Cyber-Vitamin's online campaign will target sites
that generate high traffic from Internet users who fit Cyber-
Vitamin's customer profile. In order to create this market
presence and increase customer awareness, Cyber-Vitamin intends
to promote its Web site on the most effective search engines,
directories and promotional sites the Internet offers. However,
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 Cyber-Vitamin
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. The reason for this is that many new e
commerce consumers seeking vendors of merchandise will perform
searches on the major search engines for information. Of course,
there can be no assurance that Cyber-Vitamin 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.
Cyber-Vitamin will review its site data to optimize its listing.
Once the site data has been perfected, Cyber-Vitamin'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 Cyber-Vitamin's
Internet program, targeted links with sites of similar interest
is another powerful method of obtaining visitors that are
interested in Cyber-Vitamin's site. Cyber-Vitamin 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 Cyber-Vitamin's Web site.
Cyber-Vitamin intends to design a professional banner and place
it with various sites and banner exchange facilities on a
"reciprocal" basis, at no charge to Cyber-Vitamin. Cyber-Vitamin
also plans to purchase online ad banners on highly trafficked Web
sites that appeal to Cyber-Vitamin's target audience. We have not
yet placed banners on any sites.
Cyber-Vitamin intends to announce its products and services on
the Web in press releases through PR Newswire. Favorable articles
or editorial pieces about Cyber-Vitamin's Web site can generate
tremendous visibility and opportunity to sell its products and
services. Cyber-Vitamin will e-mail its press releases to
targeted publications selected from a database of over 30,000
media resources. We will send our e mail press releases to
approximately 1,000 media resources. Press releases can be
distributed within 72 hours.
COMPETITION
The vitamin, nutritional supplement and mineral market is highly
fragmented and competitive. In addition, the online commerce
market in which we operate is new, rapidly evolving and highly
competitive. We expect competition to intensify in the future
because current and new competitors can launch websites at a
relatively low cost.
We compete with a variety of companies, including health/natural
specialty retailers, drugstores, supermarkets and grocery stores
and mass merchant retailers. Our competitors operate in one or
more distribution channels, including online commerce, retail
stores, catalog operations or direct selling. The companies
referred to below are market leaders in this industry. We
currently have a weak competitive position compared to these
companies.
- Health/natural specialty retailers. This category is highly
fragmented and includes local, regional and national chains, as
well as catalog marketers and online retailers. The largest
participant in this sector is General Nutritional Centers, which
has a nationwide presence and recently launched a website.
Another large competitor is NBTY, which sells exclusively
private-label products through its Puritan's Pride and Nutrition
Headquarters mail order catalogs and its Vitamin World retail
stores. NBTY also sells through separate Vitamin World and
Puritan's Pride websites. In addition, Rexall Sundown, a large
manufacturer of vitamins, nutritional supplements and minerals,
sells directly to consumers through both catalog and direct mail
operations. Competitors focusing exclusively on online operations
include www.MotherNature.com and www.GreenTree.com. Another
significant competitor is The Vitamin Shoppe, and the affiliated,
Vitaminshoppe.com, who has recently launched their own website.
All of these competitors have greater financial resources,
product sourcing and experience than Cyber-Vitamin and there can
be no assurance that Cyber-Vitamin will be able to compete
successfully on the same scale as these potential competitors.
- Drugstores. This category is dominated by national chains,
such as Walgreen's, CVS and RiteAid. Most national chains have a
limited online presence, if any. Others have recently acquired an
online presence, as CVS did when it acquired www.soma.com and
RiteAid did when it invested in www.drugstore.com. Recent
online entrants include www.drugstore.com and www.planetRx.com.
This category currently offers a moderate selection of vitamins,
nutritional supplements and minerals, focusing instead on
prescriptions and over-the-counter products.
- Supermarkets and grocery stores. This category includes
traditional supermarkets, such as Safeway and Kroger, and
natural-food markets, such as Whole Foods and Wild Oats. Some of
these companies have entered the online market with a limited
offering of vitamins, nutritional supplements and minerals.
Online grocery stores, such as www.Peapod.com and
www.netgrocer.com, also compete against us. This category
generally offers a limited selection of vitamins, nutritional
supplements and minerals and infrequent discounts.
- Mass merchant retailers. This category is dominated by
companies such as Wal-Mart, Kmart and Target, which have
extensive retail locations but limited online presence. These
chains offer attractive pricing on vitamins, nutritional
supplements and minerals but have limited selection at retail
stores and offer little product information. Many of our current
and potential competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly
greater financial, marketing and other resources than we do. Our
competitors may develop products or services that are equal or
superior to our solutions and may achieve greater market
acceptance than we do. In addition, larger, well-established and
well-financed entities may acquire, invest in or form joint
ventures with online competitors or suppliers as the use of the
Internet increases.
THE PRODUCTS
Vitamins and minerals.
Vitamins and minerals are sold in single vitamin and multi-
vitamin form, and in different potency levels. Products are
produced in tablets, soft gelatin and hard-shell capsules and
powder forms.
We obtain our products from nationally known
suppliers; Twin Laboratories, Inc. and Natrol, Inc. We have no
written agreements with our suppliers.
These vitamins and nutritional products include acidophilus,
amino acid products, antioxidants, B-Complex vitamins, Vitamin C
products, Vitamin E products, Vitamins, A,D, and K, Bee products,
beta carotene, calcium products, chondroitin/glucosamine,
chromium, coenzyme Q-10, cranberry products,
Echinacea/goldenseal, EPA and Fish oils, evening primrose,
linseed, garlic, ginkgo biloba, ginseng, Grapeseed/pycnogenol, L-
Carnitine, Lecithin, Milk Thistle, Mineral products, MSM
products, multiple vitamins, saw palmetto, selenium, shark
cartilage, and St. John's Wort.
Sports Nutrition Products.
Sports nutrition products are food and dietary supplements
designed to be taken in conjunction with a fitness program.
Management believes that these products, which include various
protein and weight gain powders, sports drinks, sports bars, and
high potency vitamin formulations, appeal to consumers who are
engaged in regular exercise, including athletes who are in
training to gain weight and develop their physique. Over 200
different sports nutrition products will be offered by Cyber-
Vitamin.
Warehousing and Distribution
Cyber-Vitamin will distribute its products to the consumer by
mail after order directly from a small warehouse/storage facility
operated by us. It is Cyber-Vitamin's policy that all products
received from suppliers be reviewed by Cyber-Vitamin's personnel
prior to sale to assure that such products and their labels are
reviewed for compliance with federal law.
GOVERNMENTAL REGULATION
The processing, formulation, packaging, labeling and
advertising of the Company's products are subject to regulation
by one or more federal agencies, including the Food and Drug
Administration, Federal Trade Commission, the Consumer Product
Safety Commission, the United States Department of Agriculture
and the Environmental Protection Agency. These activities are
also regulated by various agencies of the states and localities
in which the Company's products are sold. The FDA, in
particular, regulates the formulation, manufacture, and labeling
of dietary supplements. Principally through the efforts of the
dietary supplement industry, on October 25, 1994, the Dietary
Supplement Health and Education Act of 1994 was signed into law.
The law amends the Federal Food, Drug, and Cosmetic Act and, in
the judgment of the Company, is favorable to the dietary
supplement industry. First and foremost, the legislation creates
a new statutory class of "dietary supplements". This new class
includes vitamins, minerals, herbs, amino acids and other
dietary substances for human use to supplement the diet. A
dietary supplement which contains a new dietary ingredient, one
not on the market as of October 15, 1994, will require evidence
of a history of use or other evidence of safety establishing that
it will reasonably be expected to be safe, such evidence to be
provided by the manufacturer or distributor to the FDA before it
may be marketed. The legislation also recognizes the need for the
dissemination of information about the link between nutrition and
health and provides that publications, which are not false and
misleading and present a balanced view of available scientific
information on a dietary supplement, may be used in connection
with the sale of dietary supplements to consumers. Among other
changes, the new law prevents the further regulation of dietary
ingredients as "food additives" and allows the use of statements
of nutritional support on product labels and in other labeling.
On September 23, 1997, the FDA issued final new regulations to
implement the 1994 legislation. Among other things, these new
regulations establish a procedure for dietary supplement
companies to notify the FDA about the intended marketing of a new
dietary ingredient or about the use in labeling of statements of
nutritional support. The regulations also establish a new format
for nutrition labeling on dietary supplements. The new format
became mandatory on March 23, 1999.
EMPLOYEES
Cyber-Vitamin presently employs its President, Secretary and
Director, Robert T. Yarbray, its Chief Financial Officer, George
R. White, and a clerical employee, Jeffrey Volpe, who each devote
approximately 20 hours per week, on the business of Cyber-
Vitamin.
PROPERTIES
Cyber-Vitamin has an oral agreement with Cyber-Vitamin
president for use of office space at 79811 "A" Country Club
Drive, Bermuda Dunes, California, telephones and secretarial
services supplied free of charge to Cyber-Vitamin. Cyber-Vitamin
owns its Internet Web site, and the Internet domain names,
www.cyber-vitamin.com and Internet-vitamin.com.
PATENTS
Cyber-Vitamin has no patents or trademarks. Cyber-Vitamin owns
the domain names, www.cyber-vitamin.com and www.internet-
vitamin.com.
LEGAL PROCEEDINGS
Cyber-Vitamin 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 Cyber-Vitamin 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
Cyber-Vitamin
are as follows:
Name Age Position
---- --- --------
Robert T. Yarbray 58 President,
Secretary, Director
George R. White 51 Treasurer, Director
Robert T. Yarbray. Mr. Yarbray is the current President,
Secretary, and Director of Cyber-Vitamin, and has been since his
appointment to the Board of Directors on October 3, 2000. From
1997 through March, 1998, he served as President, Chief Executive
Officer and Director of Stop-N-Sock, Ltd. From May, 1993 through
October, 1997, he served as President of National Public Phones,
Inc., and as President of Las Vegas Corporate Services, Inc.
George R. White is the current chief financial officer and
director of Cyber-Vitamin, since October 3, 2000. He is also
President, Chief Executive Officer and Chief Financial Officer
and Director of Specialized Leasing, Inc., since June, 2000. From
January, 1985 through 1999 he served as Vice President, Finance
of Cooper Market, Ltd., in Kamloops, Canada. Mr. White has been
a Chartered Public Accountant in Canada for the past 26 years,
and is a Certified Public Accountant.
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation
paid by the Company to its Chief Executive Officer and all other
executive officers for services rendered to date. No salaries
are being paid at the present time. There were no grants of
options or SAR grants given to any executive officers during the
current fiscal year.
Annual Compensation
-------------------
Name and Position Salary Bonus Deferred Salary
Robert T. Yarbray 1,610,000 shares -0- -0-
-------
Cyber-Vitamin has made no provisions for cash compensation to its
officers and directors. Cyber-Vitamin's management received
1,610,000 shares or restricted stock as a retainer for future
services and in exchange for Cyber-Vitamin's business plan. These
1,610,000 shares have been accepted as full compensation for
management's services for the first year of operation.
EMPLOYMENT AGREEMENTS
Cyber-Vitamin has not entered into any employment agreements with
any of its employees, and employment arrangements are all subject
to the discretion of Cyber-Vitamin's board of directors.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding
beneficial ownership of Cyber-Vitamin's Common stock as of June
30, 2000, by (I) each person known by Cyber-Vitamin to be the
beneficial owner of more than 5% of the outstanding shares of
Common stock, (ii) each director of Cyber-Vitamin, (iii) each
Named Executive Officer and (iv) all directors and executive
officers as a group. Unless otherwise indicated, each person in
the table has sole voting and investment power as to the shares
shown.
Shares Percent Percent
Beneficially Before After
Owned Offering Offering
------------ -------- --------
Name and Address
of Beneficial Owner
-------------------
Robert T. Yarbray 1,610,000 82.56% 80.5%
79811 "A" Country Club Dr.
Bermuda Dunes, CA 92201
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.
CERTAIN TRANSACTIONS
In connection with organizing Cyber-Vitamin, on February 1,
2000, Damir De Balkany was issued 1,610,000 shares of restricted
common stock in exchange for services, his first years' salary,
the business plan of Cyber-Vitamin, and Cyber-Vitamin'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. The
amount of shares issued in exchange for the business plan, the
website domain name and the first years' salary was arbitrary, as
we have not yet established a market for our common stock, but
the minimum value was estimated to be $16,100. $5,100 of this was
allocated to the business plan and domain names, which were
acquired on February 1, 2000, and 11,000 to salary, which covers
services to be rendered by Mr. De Balkany up to and including
January 31, 2001. Under Rule 405 promulgated under the
Securities Act of 1933, Mr. DeBalkany may be deemed to be
promoters of Cyber-Vitamin. 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
Cyber-Vitamin's web sites, Cyber-Vitamin issued 100,000 shares of
its common stock under Section 4(2) of the Securities Act of
1933, to a non-sophisticated investor with full access to all
corporate information.
On October 3, 2000, Mr. DeBalkany transferred all of his
1,610,000 shares of restricted common stock to Robert T. Yarbray,
a sophisticated investor, having superior access to all corporate
and financial information, in reliance upon the exemption from
registration commonly known as the Section 4 (1 1/2) exemption,
and resigned from the Board of Directors.
On February 1, 2000, Cyber-Vitamin issued 90,000 shares of its
common stock to Kenneth G. Eade, counsel to Cyber-Vitamin, under
Section 4(2) of the Securities Act of 1933, in exchange
for legal services rendered. Mr. Eade is a sophisticated
investor who had access to all corporate information.
On February 1, 2000, Cyber-Vitamin issued 75,000 shares to
Richard Day, and 75,000 shares to Jeffrey Volpe, in exchange for
corporate consulting services and clerical services, in reliance
upon Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all
corporate and financial information.
DESCRIPTION OF SECURITIES
The authorized capital stock of Cyber-Vitamin 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 Cyber-Vitamin'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, upon issuance and sale, will be, fully paid and
nonassessable.
There are approximately 5 shareholders of record as of the date
of this prospectus.
PENNY STOCK STATUS
If and when it creates a market for its common stock, Cyber-
Vitamin'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. Imposing 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 Cyber-Vitamin'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, Cyber-Vitamin 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 Cyber-
Vitamin), 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 Cyber-Vitamin, 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 Cyber-Vitamin 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 Cyber-
Vitamin's shares of common stock. However, Cyber-Vitamin's
market maker, National Capital, will file an application for a
quotation with the NASD Bulletin Board, contingent upon the
effectiveness of the registration statement of which this
prospectus is a part. 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.
PLAN OF DISTRIBUTION
The Shares shall be offered on a self underwritten basis in the
States of New York, California, Florida and in the District of
Columbia, and to qualified investors in the State of California,
and outside the U.S. The offering is self underwritten by the
Company, which offers the Shares directly to investors through
officer Robert T. Yarbray, who will offer the Shares by
prospectus and sales literature filed with the SEC, to friends,
former business associates and contacts, and by direct mail to
investors who have indicated an interest in the Company. The
offering is a self underwritten offering, which means that it
does not involve the participation of an underwriter or broker.
The offering of the Shares shall terminate on April 15, 2001.
We reserve the right to reject any subscription in whole or in
part, or to allot to any prospective investor less than the
number of Shares subscribed for by such investor.
We have not applied for a listing, but have an oral agreement
with National Capital to file a Form 211 with the NASD for a
quotation of our securities. There is no established public
market for Cyber-Vitamin's common stock, and the offering price
has been arbitrarily determined. There can be no assurance that a
public market for the common stock will ever develop.
The first $5,500 in capital raised from this offering will be
used to pay the costs of the offering. Funds received in the
offering will be immediately available to us for use and will not
be placed in an escrow or trust account. There is no minimum
number of shares that must be sold in order for us to use any of
the proceeds of this offering.
LEGAL MATTERS
The validity of the Common stock offered will be passed upon for
the Company by Kenneth G. Eade, Santa Barbara, California.
EXPERTS
The Financial Statements of Cyber-Vitamin as of June 30, 2000
included in this Prospectus and elsewhere in the Registration
Statement have been audited by Roger G. Castro, independent
public accountant for Cyber-Vitamin, 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
Cyber-Vitamin has filed with the Securities and Exchange
Commission 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.
Cyber-Vitamin 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 FINANCIAL STATEMENTS
CYBER-VITAMIN.COM
Independent Auditor's Report ........................ F-1
Balance Sheets
June 30, 2000 ...................................... F-2
Statements of Operations
From 2/1/00 (inception) to
June 30, 2000 ...................................... F-3
Statements of Changes in Stockholders' Equity
From 2/1/00 (inception) to
June 30, 2000 ....................................... F-4
Statements of Cash Flows
From 2/1/00 (inception) to
June 30, 2000 ....................................... F-5
Notes to Consolidated Financial Statements .......... F-6
[CAPTION]
INDEPENDENT AUDITORS' REPORT
CYBER-VITAMIN.COM
(A Development Stage Company)
I have audited the accompanying balance sheets of Cyber-
Vitamin.com (a development stage company) as of June 30, 2000,
and the related statements of operations, stockholders' equity,
and cash flows for the period inception (February 1, 2000) to
June 30, 2000. These financial statements are the responsibility
of Cyber-Vitamin'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
Cyber-Vitamin.com, Inc. (a development stage company) as of June
30, 2000, and the results of its operations and its cash flows
for the month ended June 30, 1999 in conformity with generally
accepted accounting principles.
ROGER G. CASTRO
___________________
Roger G. Castro
Certified Public Accountants
Oxnard, California
September 26, 2000
F-1 <PAGE>
<TABLE>
<CAPTION>
CYBER-VITAMIN.COM
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<S> <C>
June 30, 2000
-----------------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at June 30, 2000 1,950
Paid-In Capital .................................. --
Cumulative Net loss................................ (1,950)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======
These notes are an integral part of these financial statements.
F-2 <PAGE>
</TABLE>
<TABLE>
<CAPTION>
Cyber-Vitamin.com
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<S> <C> <C>
Cumulative
Since
Inception
For the month ended of
June 30, 2000 Development
----------------- Stage
----------
Revenues: .................................. $ -- $ --
Expenses:
Professional fees $ 1,000 $ 1,000
General and Administrative Expenses: .... 950 950
Total 1,950 1,950
----- ----------
Net Loss .............................. $ (1,950) $(1,950)
----- ----------
Loss per share ............................. $ -- $ --
===== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
F-3 <PAGE>
<TABLE>
<CAPTION>
Cyber-Vitamin.com
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE MONTH ENDING JUNE 30, 2000
<S> <C> <C> <C> <C> <C>
Common stock Additional
Number of Shares Amount Paid in Retained
Capital (Deficit) Total
------------------- ------ -------- --------- -----
Common stocks issued 1,950,000 $1,950 $-- $1,950 $--
Net loss for
Balance 2/29/2000 1,950,000 $1,950 $-- $(1,950) $--
------------------- ------ -------- --------- -----
The accompanying notes are an integral part of these financial statements.
F-4 <PAGE>
</TABLE>
<TABLE>
<CAPTION>
Cyber-Vitamin.com
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<S> <C> <C>
Cumulative
Since
Inception of
For the month ended Development
June 30, 2000 Stage
------------------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Operating Activities
Net Loss ............................................ $(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 .................................. $ -- $ --
======= ============
The accompanying notes are an integral part of these financial statements.
F-6 <PAGE>
</TABLE>
[CAPTION]
Cyber-Vitamin.com
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM 2/1/00 (INCEPTION) TO June 30, 2000
NOTE 1. DESCRIPTION OF THE BUSINESS
Cyber-Vitamin was incorporated under the laws of the state of
California on February 1, 2000, under the original name of
Exotic-Bird.com. 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 vitamins on the Internet.
Cyber-Vitamin has been in the development stage since its
formation on February 1, 2000. Planned principal operations have
only recently commenced since then, but Cyber-Vitamin has not
generated any significant revenue.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
A. Cyber-Vitamin uses the accrual method of accounting.
B. Revenues and are recognized and recorded when ordered goods
are paid for by credit card. Expenses are realized and recorded
when invoiced.
C. Cyber-Vitamin considers all short term, highly liquid
investments that are readily convertible, within three months, to
known amounts as cash equivalents. Cyber-Vitamin currently has no
cash equivalents.
D. Basic and Diluted 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.
NOTE 3. INCOME TAXES
Cyber-Vitamin has adopted the provisions of SFAS No. 109
"Accounting for Income Taxes". SFAS 109 requires recognition of
deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the differences
between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. Cyber-Vitamin has
incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Codes are met.
Cyber-Vitamin shares office space and telephone services of the
President of Cyber-Vitamin at no charge.
NOTE 5. FISCAL YEAR END. Cyber-Vitamin's fiscal year end is
December 31st.
NOTE 6. RELATED PARTY TRANSACTIONS. Cyber-Vitamin issued
unregistered common stock to its President, in exchange for
services as President, Secretary and Treasurer, and to non
management consultants and employees in exchange for their
services. The issuance of shares were recorded at their fair
market value of par value. This is deemed appropriate, rather
than recording the issuance of shares at the offering price,
since Cyber-Vitamin's shares have no current book value.
-----------------------------------------------------------------
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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 contained in this prospectus and,
if given or made, such information and representations must not
be relied upon as having been authorized by Cyber-Vitamin. 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 solicitation of any
offer to buy any securities by any person in any jurisdiction in
which such offer or solicitation is not authorized or is
unlawful. The information in this prospectus may be accurate
only on the date of this prospectus, even if this prospectus is
delivered to you or you buy common stock after that date. Until
, 2000 (25 days after the commencement of this
offering), all dealers that effect transactions in these
securities, whether or not participating in the offering, may be
required to deliver a prospectus.
------------------------
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
We have no operating history and may not be
Successful in facing early stage challenges 3
We have incurred a net loss in each quarter
since inception and expect to incur net losses
for the foreseeable future.................. 4
Our success depends on generating awareness of
the Cyber-Vitamin brand..................... 4
We may need additional capital to fund our
expected needs for working capital and capital
expenditures................................. 4
We must establish our brand quickly and cost-
effectively in online commerce to be competitive 5
We depend on our sole officer who comprises the
entire management team at the present time...... 5
Cyber-Vitamin has complete discretion in spending
the proceeds of this offering................... 6
We face intense competition in Internet vitamin
Sales........................................... 6
Consumers may not accept an online source for
our products.................................... 6
Extensive governmental regulation could limit
our sales or add significant additional costs... 7
The sale of vitamins and minerals involves
product liability and other risks.............. 7
We depend on third party shippers to deliver our
products in a timely manner.................. 8
Our present systems are inadequate to support
rapid growth in user demand.................. 8
We may not be able to generate sales if our
website and systems are not as convenient to use
as the sites of our competitors............... 9
Our computer and communications systems may
fail to experience delays..................... 9
We depend on continued growth in use of the
Internet and online commerce.................. 9
We may be unable to respond to rapid changes in
the online commerce industry.................. 10
Terms of offering-no escrow................... 10
Related party transactions and possible
conflicts of interest...................... 10
Use of Proceeds................................. 12
Dividend Policy................................. 13
Price Range of Securities....................... 13
Capitalization.................................. 13
Dilution........................................ 14
Selected Financial Data......................... 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 14
Business........................................ 17
Management...................................... 27
Certain Transactions............................ 29
Principal Stockholders.......................... 30
Description of Securities....................... 30
Shares Eligible for Future Sale................. 32
Plan of Distribution............................ 33
Legal Matters................................... 34
Experts......................................... 34
Index to Financial Statements................... 35
Cyber-Vitamin.com
50,000 SHARES OF Common stock
-------------
Prospectus
-------------
October 15, 2000
-----------------------------------------------------------------
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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 Cyber-Vitamin'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.
Cyber-Vitamin's Certificate of Incorporation provides that the
directors of the Company shall be protected from personal
liability to the fullest extent permitted by law. Cyber-Vitamin's
By-laws also contain a provision for the indemnification of
Cyber-Vitamin'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...................................$ 6.60
Printing and engraving expenses........................$ 500
Accounting fees and expenses...........................$ 1,000
Legal fees and expenses (other than Blue Sky)........ $ 1,993.40
Blue sky fees and expenses
(including legal and filing fees)..................... $ 1,000
Miscellaneous......................................... $ 1,000
----------
Total........ ................................... $5,500
----------
----------
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were issued by Cyber-Vitamin within the
past three years and were not registered under the Securities
Act. In connection with organizing Cyber-Vitamin, on February
1, 2000, Damir De Balkany was issued 1,610,000 shares of
restricted common stock, valued at par value for an aggregate
value of $1,610, in exchange for services, the business plan of
Cyber-Vitamin, and Cyber-Vitamin'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, Mr. De Balkany
may be deemed to be promoters of Cyber-Vitamin. No other persons
are known to Management that would be deemed to be promoters.
On October 3, 2000, Mr. DeBalkany transferred all of his
1,610,000 shares of restricted common stock to Robert T. Yarbray,
a sophisticated investor, having superior access to all corporate
and financial information, in reliance upon the exemption from
registration commonly known as the Section 4 (1 1/2) exemption,
and resigned from the Board of Directors.
On February 1, 2000, in exchange for web site development
services rendered to Cyber-Vitamin's web sites, Cyber-Vitamin
issued 100,000 shares of its common stock valued at $100, in
reliance upon Section 4(2) of the Securities Act of 1933, to a
non- sophisticated person, who had superior access to all
corporate and financial information, including the our business
plan and minutes, by-laws and articles of incorporation.
On February 1, 2000, Cyber-Vitamin issued 90,000 shares of its
common stock, valued at $90, to Kenneth G. Eade, counsel to
Cyber-Vitamin, in reliance upon Section 4(2) of the Securities
Act of 1933, to sophisticated persons having superior access to
all corporate and financial information, in exchange for legal
services rendered. Mr. Eade is a sophisticated investor who had
access to all corporate information.
On February 1, 2000, Cyber-Vitamin issued 75,000 shares, valued
at $75, to Richard Day, in reliance upon Section 4(2) of the
Securities Act of 1933, to a sophisticated person (an attorney
and stock transfer agent) having superior access to all corporate
and financial information, consisting of written information
which includes a business plan containing all of the information
contained in the registration statement and the our articles of
incorporation, initial minutes and by-laws. On February 1, 2000,
Cyber-Vitamin issued 75,000 shares to Jeffrey Volpe, in exchange
for clerical services, in reliance upon Section 4(2) of the
Securities Act of 1933, to a sophisticated person, who is a
corporate officer of several public companies, and who had
superior access to all corporate and financial information,
including our business plan, initial minutes, by-laws, and
articles of incorporation.
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, Esq.,
Attorney at Law (including consent)
6.1 Specimen of Stock Certificate
10 Resignation of Damir DeBalkany
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 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 Cyber-Vitamin
pursuant to the provisions referred to under Item 24 of this
Registration Statement, or otherwise, Cyber-Vitamin 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 Cyber-Vitamin of expenses
incurred or paid by a director, officer or a controlling person
of Cyber-Vitamin 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 Cyber-
Vitamin 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.
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 July 6, 2000.
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.
Cyber-Vitamin.com
Robert T. Yarbray
By______________________________________________
Robert T. Yarbray, President and Director
Date: October 4, 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.
Robert T. Yarbray
____________________________________________________
Robert T. Yarbray, President/Secretary/Director
Date: October 4, 2000
George R. White
______________________________________________________
George R. White, Chief Financial Officer, Director
Date: October 4, 2000
[CAPTION]
Exhibit 3.1
ARTICLES OF INCORPORATION
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 EXOTIC-BIRD.COM
FIRST: The name of the corporation is: EXOTIC-BIRD.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.
Executed January 25, 2000 at Santa Barbara, California.
KENNETH G. EADE
__________________________
KENNETH G. EADE
[CAPTION]
EXHIBIT 3.2
AMENDMENT TO ARTICLES OF INCORPORATION
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
EXOTIC-BIRD.COM
A California corporation
The undersigned hereby certifies as follows:
ONE: That they are the President and Secretary, respectively, of
EXOTIC-BIRD.COM, a California corporation. TWO: That, at a
meeting of the Shareholders and the Board of Directors on July 3,
2000, the Corporation resolved to amend Article III of its
Articles of Incorporation, as follows: RESOLVED, that the
Corporation amend its Articles of Incorporation, Article One, as
follows: "Article One: The name of this corporation is:
CYBER-VITMAIN.COM
THREE: This amendment was approved by the required vote of
shareholders in accordance with the corporations law of the state
of California. The total number of outstanding shares of each
class entitled to vote for the amendment is: One Million, Nine
Hundred Fifty Thousand (1,950,000) shares. The number of shares
of each class voting for the amendment equaled or exceeded the
vote required, that being fifty (50%) percent. The amendment was
approved by a vote of One Million Nine Hundred Fifty thousand
(1,950,000) shares, equaling 100% of all shares entitled to vote.
Dated: July 5, 2000
__________________________________
Robert T. Yarbray, President
Dated: July 5, 2000
__________________________________
JEFFREY VOLPE, Secretary
We, the undersigned, hereby declare, under penalty of perjury, in
accordance with the laws of the State of California, that we are
the President and Secretary of the above-referenced corporation,
that we executed the above-referenced Certificate of Amendment
to Articles of Incorporation, that we have personal knowledge of
the information contained therein, and that the information
contained therein is true and correct.
Robert T. Yarbray, President
__________________________________
JEFFREY VOLPE, Secretary
[CAPTION]
EXHIBIT 3.4
BY-LAWS OF Cyber-Vitamin.Com
BYLAWS OF CYBER-VITMAIN.COM
A California Corporation
OFFICES
-------
1. PRINCIPAL OFFICE. The principal office for the
transaction of the business of the corporation is hereby fixed
and located at 451 E. Main Street, Ventura, CA. The Board of
Directors is hereby granted full power and authority to change
the place of said principal office.
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.
SHAREHOLDERS
------------
3. PLACE OF MEETINGS. Shareholders' meetings shall be
held at the principal office for the transaction of the business
of this corporation in the State of California, or at such other
place as the Board of Directors shall, by resolution, appoint.
4. ANNUAL MEETINGS. The annual meetings of shareholders
shall be held in the month of March in each year. At such
meeting Directors shall be elected; reports of the affairs of the
corporation shall be considered, and any other business may be
transacted which is within the powers of the shareholders. The
first annual meeting of shareholders after incorporation need not
be held if less than nine months have elapsed since incorporation
to such meeting date. Written notice of each annual meeting shall
be mailed to each shareholder entitled to vote, addressed to such
shareholder at his address appearing on the books of the
corporation or given by him to the corporation for the purpose
of notice. If a shareholder gives no address, notice shall be
deemed to have been given if sent by mail or other means of
written communication addressed to the place where the principal
executive office of the corporation is situated, or if published
at least once in some newspaper of general circulation in the
county in which said office is located. All such notices shall
be mailed, postage prepaid, to each shareholder entitled thereto
not less than ten (10) days nor more than sixty (60) days before
each annual meeting. Such notices shall specify the place, the
day, and the hour of such meeting, the names of the nominees for
election as Directors if Directors are to be elected at the
meeting, and those matters which the Board of Directors intends
to present for action by the shareholders, and shall state such
other matters, if any, as may be expressly required by statute.
5. SPECIAL MEETINGS. Special meetings of the
shareholders, may be called at any time by the Chairman of the
Board of Directors, if any, the President or any Vice President,
or by the Board of Directors, or by one or more shareholders
holding not less than ten (10%) percent of the voting power of
the corporation. Except in special cases where other express
provision is made by statute, notice of such special meeting
shall be given in the same manner as for an annual meeting of
shareholders. Said notice shall specify the general nature of the
business to be transacted at the meeting. No business shall be
transacted at a special meeting except as stated in the notice
sent to shareholders, unless by the unanimous consent of all
shareholders represented at the meeting, either in person or by
proxy. Upon written request to the Chairman of the Board, the
President, the Secretary or any Vice President of the corporation
by any person (but not the Board of Directors) entitled to call a
special meeting of shareholders, the person receiving such
request shall cause a notice to be given to the shareholders
entitled to vote that a meeting will be held at a time requested
by the person calling the meeting not less than thirty-five (35)
nor more than sixty (60) days after the receipt of the request.
6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any
shareholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of a
majority of the shares the holders of which are either present
in person or represented by proxy thereat, but in the absence of
a quorum no other business may be transacted at such meeting.
Notice of an adjourned meeting need not be
given if (a) the meeting is adjourned for forty-five (45) days or
less, (b) the time and place of the adjourned meeting are
announced at the meeting at which the adjournment is taken, and
(c) no new record date is fixed for the adjourned meeting.
Otherwise, notice of the adjourned meeting shall be given as in
the case of an original meeting
7. VOTING. Except as provided below or as otherwise
provided by the Articles of Incorporation or by law, a
shareholder shall be entitled to one vote for each share held
of record on the record date fixed for the determination of the
shareholders entitled to vote at a meeting or if no such date is
fixed, the date determined in accordance with law. Upon the
demand of any shareholder made at a meeting before the voting
begins, the election of Directors shall be by ballot. At every
election of Directors, shareholders may cumulate votes and give
one candidate a number of votes equal to the number of Directors
to be elected multiplied by the number of votes to which the
shares are entitled or distribute votes according to the same
principal among as many candidates as desired; however, no
shareholder shall be entitled to cumulate votes for any one or
more candidates unless such candidate or candidates' name has
been placed in nomination prior to the voting and at least one
shareholder has given notice at the meeting prior to the voting
of such shareholder's intention to cumulate votes.
8. QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, constitutes a quorum for the
transaction of business. No business may be transacted at a
meeting in the absence of a quorum other than the adjournment of
such meeting, except that if a quorum is present at the
commencement of a meeting, business may be transacted until the
meeting is adjourned even though the withdrawal of shareholders
results in less than a quorum. If a quorum is present at a
meeting, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on any matter
shall be the act of the shareholders unless the vote of a larger
number is required by law or the Articles of Incorporation. If a
quorum is present at the commencement of a meeting but the
withdrawal of shareholders results in less than a quorum, the
affirmative vote of the majority of shares required to constitute
a quorum shall be the act of the shareholders unless the vote of
a larger number is required by law or the Articles of
Incorporation. Any meeting of shareholders, whether or not a
quorum is present, may be adjourned by the vote of a majority of
the shares represented at the meeting.
9. CONSENT OF ABSENTEES. The transactions of any meeting
of shareholders, however called and noticed and wherever held,
are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present either in person or by
proxy and if, either before or after the meeting, each of the
persons entitled to vote who is not present at the meeting in
person or by proxy signs a written waiver of notice, a consent to
the holding of the meeting or an approval of the minutes of the
meeting. For such purposes a shareholder shall not be considered
present at a meeting if, at the beginning of the meeting, the
shareholder objects to the transaction of any business because
the meeting was not properly called or convened or, with respect
to the consideration of a matter required to be included in the
notice for the meeting which was not so included, the shareholder
expressly objects to such consideration at the meeting.
10. ACTION WITHOUT MEETING. Except as provided below or
by the Articles of Incorporation, any action which may be taken
at any meeting of shareholders may be taken without a meeting and
without prior notice if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding shares
having no less than the minimum number of votes which would be
necessary to authorize or take such action at a meeting at which
all shares entitled to vote on such action were present and
voted. Unless the consents of all shareholders entitled to vote
have been solicited in writing, the corporation shall give, to
those shareholders entitled to vote who have not consented in
writing, a written notice of (a) any shareholder approval
obtained without a meeting pursuant to those provisions of the
California Corporations Code set forth in Subsection 603(b)(l) of
such Code at least ten (10) days before the consummation of the
action authorized by such approval, and (b) the taking of any
other action approved by shareholders without a meeting, which
notice shall be given promptly after such action is taken.
11. PROXIES. A shareholder may be represented at any
meeting of shareholders by a written proxy signed by the person
entitled to vote or by such person's duly authorized attorney-
in-fact. A proxy must bear a date within eleven (11) months
prior to the meeting, unless the proxy specifies a different
length of time. A revocable proxy is revoked by a writing
delivered to the Secretary of the corporation stating that the
proxy is revoked or by a subsequent proxy executed by, or by
attendance at the meeting and voting in person by, the person
executing the proxy.
12. ELECTION INSPECTORS. One or three election
inspectors may be appointed by the Board of Directors in advance
of a meeting of shareholders or at the meeting by the Chairman
of the meeting. If not previously chosen, one or three inspectors
shall be appointed by the Chairman of the meeting if a
shareholder or proxyholder so requests. When inspectors are
appointed at the request of a shareholder or proxyholder, the
majority of shares represented in person or by proxy shall
determine whether one or three inspectors shall be chosen. The
election inspectors shall determine all questions concerning the
existence of a quorum and the right to vote, shall tabulate and
determine the results of voting and shall do all other acts
necessary or helpful to the expeditious and impartial conduct of
the vote. If there are three inspectors, the decision, act or
certificate of a majority of the inspectors is effective as if
made by all.
DIRECTORS
---------
13. POWERS. Subject to limitations of the Articles of
Incorporation, the Bylaws, and the California General Corporation
Law as to action to be authorized or approved by the
shareholders, and subject to the duties of Directors as
prescribed by the Bylaws, all corporate powers shall be exercised
by or under the ultimate direction of, and the business and
affairs of the corporation shall be managed by, the Board of
Directors. Without prejudice to such general powers, but subject
to the same limitations, it is hereby expressly declared that
the Directors shall have the following powers:
(a) To select and remove all of the other
officers, agents and employees of the corporation, prescribe
such powers and duties for them as may be consistent with law,
with the Articles of Incorporation, or the Bylaws, fix their
compensation and require from them security for faithful service.
(b) To conduct, manage and control the affairs
and business of the corporation, and to make such rules and
regulations therefor not inconsistent with law, or with the
Articles of Incorporation, or the Bylaws, as they may deem best.
(c) To change the principal office for the
transaction of the business of the corporation from one location
to another within the same county as provided in Section 1
hereof; to fix and locate from time to time one or more
subsidiary offices of the corporation within or without the State
of California, as provided in Section 2 hereof; to designate any
place within or without the State of California for the holding
of any shareholders' meeting or meetings; and to prescribe the
forms of certificates of stock, and to alter the form of such
certificates from time to time, as in their judgment they may
deem best, provided such certificates shall at all times comply
with the provisions of law.
(d) To authorize the issuance of shares of
capital stock of the corporation from time to time, upon such
terms as may be lawful.
(e) To borrow money and incur indebtedness for
the purposes of the corporation, and to cause to be executed and
delivered therefor, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, or other evidence of debt and securities
therefor.
14. NUMBER OF DIRECTORS. The authorized number of Directors of
this corporation shall be three (3) until changed by amendment of
the Articles of Incorporation or by a By-Law duly adopted by the
shareholders amending this Section 14.
15. ELECTION, TERM OF OFFICE AND VACANCIES. At each
annual meeting of shareholders, Directors shall be elected 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 the Director
was elected and until a successor has been elected. The Board of
Directors may declare vacant the office of a Director who has
been declared to be of unsound mind by court order or convicted
of a felony. Vacancies on the Board of Directors not caused by
removal may be filled by a majority of the Directors then in
office, regardless of whether they constitute a quorum, or by the
sole remaining Director. The shareholders may elect a Director
at any time to fill any vacancy not filled, or which cannot be
filled, by the Board of Directors.
16. REMOVAL. Except as described below, any or all of
the Directors may be removed without cause if such removal is
approved by the affirmative vote of a majority of the outstanding
shares entitled to vote. Unless the entire Board of Directors is
so removed no Director may be removed if (a) the votes cast
against removal, or not consenting in writing to such removal,
would be sufficient to elect such Director if voted cumulatively
at an election at which the same total number of votes were cast
or, if such action is taken by written consent, all shares
entitled to vote were voted, and (b) the entire number of
Directors authorized at the time of the Director's most recent
election were then being elected.
17. RESIGNATION. Any Director may resign by giving
written notice to the Chairman of the Board, the President, the
Secretary or the Board of Directors. Such resignation shall be
effective when given unless the notice specifies a later time.
The resignation shall be effective regardless of whether it is
accepted by the corporation.
18. COMPENSATION. If the Board of Directors so resolves,
the Directors, including the Chairman of the Board, shall
receive compensation and expenses of attendance for meetings of
the Board of Directors and of committees of the Board. Nothing
herein shall preclude any Director from serving the corporation
in another capacity and receiving compensation for such service.
19. COMMITTEES. The Board of Directors may, by
resolution adopted by a majority of the authorized number of
Directors, designate one or more committees, each consisting of
two or more Directors, to serve at the pleasure of the Board. The
Board may designate one or more Directors as alternate members
of a committee who may replace any absent member at any meeting
of the committee. To the extent permitted by resolution of the
Board of Directors, a committee may exercise all of the authority
of the Board to the extent permitted by Section 311 of the
California Corporations Code.
20. INSPECTION OF RECORDS AND PROPERTIES. Each Director
may inspect all books, records, documents and physical
properties of the corporation and its subsidiaries at any
reasonable time. Inspections may be made either by the Director
or the Director's agent or attorney. The right of inspection
includes the right to copy and make extracts.
21. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS.
Immediately following each annual meeting of shareholders, the
Board of Directors shall hold a regular meeting for the purposes
of organizing the Board, election of officers and the
transaction of other business. The Board may establish by
resolution the times, if any, when other regular meetings of the
Board shall be held. All meetings of Directors shall be held at
the principal executive office of the corporation or at such
other place, within or without California, as shall be designated
in the notice for the meeting or in a resolution of the Board of
Directors. Directors may participate in a meeting through use of
conference telephone or similar communications equipment so long
as all Directors participating in such meeting can hear each
other.
22. CALL. Meetings of the Board of Directors, whether
regular or special, may be called by the Chairman of the Board,
the President, the Secretary, or any Director.
23. NOTICE. Regular meetings of the Board of Directors
may be held without notice if the time of such meetings has been
fixed by the Board. Special meetings shall be held upon four
days' notice by mail or 48 hours' notice delivered personally or
by telephone or telegraph, and regular meetings shall be held
upon similar notice if notice is required for such meetings.
Neither a notice nor a waiver of notice need specify the purpose
of any regular or special meeting. If a meeting is adjourned for
more than 24 hours, notice of the adjourned meeting shall be
given prior to the time of such meeting to the Directors who were
not present at the time of the adjournment.
24. MEETING WITHOUT REGULAR CALL AND NOTICE. The
transactions of any meeting of the Board of Directors, however
called and noticed or wherever held, are as valid as though had
at a meeting duly held after regular call and notice if a quorum
is present and if, either before or after the meeting, each of
the Directors not present signs a written waiver of notice, a
consent to holding the meeting or an approval of the minutes of
the meeting. For such purposes, a Director shall not be
considered present at a meeting if, although in attendance at
the meeting, the Director protests the lack of notice prior to
the meeting or at its commencement.
25. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board of Directors may be taken
without a meeting, if all the members of the Board individually
or collectively consent in writing to such action.
26. QUORUM AND REQUIRED VOTE. A majority of the
Directors then in office shall constitute a quorum for the
transaction of business, provided that unless the authorized
number of Directors is one, the number constituting a quorum
shall not be less than the greater of one-third of the authorized
number of Directors or two Directors.
Except as otherwise provided by Subsection 307(a)(8) of the
California Corporations Code, the Articles of Incorporation or
these Bylaws, every act or decision done or made by a majority of
the Directors present at a meeting duly held at which a quorum is
present is the act of the Board. 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 at least a majority of the required quorum for
such meeting. A majority of the Directors present at a meeting
whether or not a quorum is present, may adjourn the meeting to
another time and place.
27. COMMITTEE MEETINGS. The principles set forth in
Sections 21 through 26 of these Bylaws shall apply to committees
of the Board of Directors and to actions by such committees.
28. LOANS. Except as provided by Section 315 of the
California Corporations Code, the vote or written consent of the
holders of a majority of the shares of all classes, regardless of
limitations on voting rights, other than shares held by the
benefitted Director, officer or shareholder, shall be obtained
before this corporation makes any loan of money or property to or
guarantees the obligation of:
(a) Any Director or officer of the corporation,
any Director or officer of any of its parents, or any Director or
officer of any of its subsidiary corporations, directly or
indirectly.
(b) Any person upon the security of the shares
of the corporation or the shares of its parent, unless the loan
or guaranty is otherwise adequately secured.
OFFICERS
--------
29. TITLES AND RELATION TO BOARD OF DIRECTORS. The
officers of the corporation shall include a President, a
Secretary and a Treasurer. The Board of Directors may also choose
a Chairman of the Board and one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers or other officers.
Any number of offices may be held by the same person and, unless
otherwise determined by the Board, the Chairman of the Board and
President shall be the same person. Ml officers shall perform
their duties and exercise their powers subject to the direction
of the Board of Directors.
30. ELECTION, TERM OF OFFICE AND VACANCIES. At its
regular meeting after each annual meeting of shareholders, the
Board of Directors shall choose the officers of the corporation.
No officer need be a member of the Board of Directors except the
Chairman of the Board. The officers shall hold office until
their successors are chosen, except that the Board of Directors
may remove any officer at any time. If an office becomes vacant
for any reason, the vacancy shall be filled by the Board.
31. RESIGNATION. Any officer may resign at any time upon
written notice to the corporation without prejudice to the
rights, if any, of the corporation under any contract to which
the officer is a party. Such resignation shall be effective when
given unless the notice specifies a later time. The resignation
shall be effective regardless of whether it is accepted by the
corporation.
32. SALARIES. The Board of Directors shall fix the
salaries of the Chairman of the Board and President and may fix
the salaries of other employees of the corporation including the
other officers. If the Board does not fix the salaries of the
other officers, the President shall fix such salaries.
33. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
there shall be such an officer, shall, if present, preside at all
meetings of the Board of Directors, and exercise and perform
such other powers and duties as may be from time to time assigned
to him by the Board of Directors or prescribed by the Bylaws.
34. PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless
otherwise determined by the Board of Directors, the President
shall be the general manager and chief executive officer of the
corporation, shall preside at all meetings of the Board of
Directors and shareholders, shall be ex-officio a member of any
committees of the Board, shall effectuate orders and resolutions
of the Board of Directors and shall exercise such other powers
and perform such other duties as the Board of Directors shall
prescribe.
35. VICE PRESIDENT. In the absence or disability of the
President, the Vice President (or if more than one, the Vice
Presidents in order of their rank as fixed by the Board of
Directors, or if not so ranked, the Vice President designated by
the Board of Directors) or, if none, the Secretary or Treasurer,
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 President or, if none,
the Secretary or Treasurer, shall have such other powers and
perform such other duties as from time to time may be prescribed
for them respectively by the Board of Directors or the Bylaws.
36. SECRETARY. The Secretary shall have the following
powers and duties:
(a) Record of Corporate Proceedings. The
Secretary shall attend all meetings of the Board of Directors and
its committees and shall record all votes and the minutes of
such meetings in a book to be kept for that purpose at the
principal executive office of the corporation or at such other
place as the Board of Directors may determine. The Secretary
shall keep at the corporation's principal executive office, if
in California, or at its principal business office in California,
if the principal executive office is not in California, the
original or a copy of the Bylaws, as amended.
(b) Record of Shares. Unless a transfer agent
is appointed by the Board of Directors to keep a share register,
the Secretary shall keep at the principal executive office of
the corporation a share register showing the names of the
shareholders and their addresses, the number and class of shares
held by each, the number and date of certificates issued, and the
number and date of cancellation of each certificate surrendered
for cancellation.
(c) Notices. The Secretary shall give such notices as may be
required by law or these Bylaws.
(d) Additional Powers and Duties. The Secretary
shall exercise such other powers and perform such other duties
as the Board of Directors or President shall prescribe.
37. TREASURER (CHIEF FINANCIAL OFFICER). The Treasurer
of the corporation shall be its chief financial officer. Unless
otherwise determined by the Board of Directors, the Treasurer
shall have custody of the corporate funds and securities and
shall keep adequate and correct accounts of the corporation's
properties and business transactions. The Treasurer shall
disburse such funds of the corporation as may be ordered by the
Board of Directors, taking proper vouchers for such
disbursements, shall render to the President and Directors, at
regular meetings of the Board of Directors or whenever the Board
may require, an account of all transactions and the financial
condition of the corporation and shall exercise such other powers
and perform such other duties as the Board of Directors or
President shall prescribe.
38. OTHER OFFICERS. The other officers (if any) of this
corporation shall perform such duties as may be assigned to them
by the Board of Directors.
SHARES
------
39. CERTIFICATES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to
each shareholder when any such shares are fully paid up. All such
certificates shall be signed by the Chairman of the Board, the
President or a Vice President and the Secretary or Assistant
Secretary.
40. TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of
shares shall be made only upon the transfer books of this
corporation, kept at the office of the corporation or transfer
agent designated to transfer such shares, and before a new
certificate is issued, the old certificate shall be surrendered
for cancellation.
41. REGISTERED SHAREHOLDERS. Registered shareholders
only shall be entitled to be treated by the corporation as the
holders in fact of the shares standing in their respective names
and the corporation shall not be bound to recognize any equitable
or other claim to or interest in any share on the part of any
other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of
California.
42. LOST OR DESTROYED CERTIFICATES. The corporation may
cause a new stock certificate to be issued in place of any
certificate previously issued by the corporation alleged to have
been lost, stolen or destroyed. The corporation may, at its
discretion and as a condition precedent to such issuance, require
the owner of such certificate to deliver an affidavit stating
that such certificate was lost, stolen or destroyed, or to give
the corporation a bond or other security sufficient to indemnify
it against any claim that may be made against it, including any
expense or liability, on account of the alleged loss, theft or
destruction or the issuance of a new certificate.
43. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of
Directors may fix a time, in the future, not more than sixty
(60) nor less than ten (10) days prior to the date of any meeting
of shareholders, or not more than sixty (60) days prior to 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 such allotment of rights, or to
exercise the rights in respect to any such change, conversion, or
exchange of shares, and in such case except as provided by law,
only shareholders of record on the date so fixed shall be
entitled to notice of and to vote at such meeting or to receive
such dividend, distribution, or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any
record date fixed as aforesaid. A determination of shareholders
of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless
the Board of Directors fixes a new record date. The Board of
Directors shall fix a new record date if the adjourned meeting
takes place more than 45 days from the date set for the original
meeting.
44. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, who shall be appointed at
such times and places as the requirements of the corporation may
necessitate and the Board of Directors may designate.
AMENDMENTS
----------
45. ADOPTION OF AMENDMENTS. New Bylaws may be adopted or
these Bylaws may be amended or repealed:
(a) At any annual meeting, or other meeting of
the shareholders called for that purpose by the vote of
shareholders holding more than fifty percent (50%) of the issued
and outstanding shares of the corporation; or
(b) Without a meeting, by written consent of
shareholders holding more than fifty percent (50%) of the issued
and outstanding shares of the corporation; or
(c) By a majority of the Directors of the
corporation; provided, however, that a greater vote of
shareholders or Directors shall be necessary if required by law
or by the Articles of Incorporation; and provided, further, that
Section 14 (number of Directors) and this Section 45 shall be
amended or repealed only by the vote or written consent of
shareholders holding not less than a majority of the issued and
outstanding voting shares of the corporation. Section 14 shall
not be amended to reduce the number of Directors below two if the
votes cast against its adoption at a meeting or the shares not
consenting in the case of an action by written consent are equal
to more than sixteen and two-thirds percent (16-2/3%)
of the outstanding shares entitled to vote.
46. RECORD OF AMENDMENTS. Whenever an amendment or new
Bylaw is adopted, it shall be copied in the Book of Bylaws with
the original Bylaws, in the appropriate place. If any Bylaws or
Bylaw is repealed, the fact of repeal with the date of the
meeting at which the repeal was enacted or written assent was
filed shall be stated in said book.
CORPORATE SEAL
--------------
47. FORM OF SEAL. The corporation may adopt and use a
corporate seal but shall not be required to do so. If adopted and
used, the corporate seal shall be circular in form, and shall
have inscribed thereon the name of the corporation, the date of
its incorporation and the word "California
MISCELLANEOUS
-------------
48. CHECKS 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, from time to time shall be
determined by resolution of the Board of Directors.
49. CONTRACT, ETC., HOW EXECUTED. The Board of
Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, or agent or agents, to enter
into any contract or execute any instrument in the name of and on
behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the
Board of Directors, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any
purpose or for any amount.
50. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
Chairman of the Board, the President or any Vice President and
the Secretary or Assistant Secretary of this corporation are
authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this
corporation. The authority herein granted to said officers to
vote or represent on behalf of this corporation any and all
shares held by this corporation in any other corporation or
corporations may be exercised either by such officers in person
or by any other person authorized so to do by proxy or power of
attorney duly executed by said officers.
51. INSPECTION OF BYLAWS. The corporation shall keep in
its principal office for the transaction of business the original
or a copy of these Bylaws as amended or otherwise altered to
date, certified by the Secretary, which shall be open to
inspection by the shareholders at all reasonable times during
office hours.
52. ANNUAL REPORT. The annual report to shareholders specified in
Section 1501 of the California Corporations Code is dispensed
with except as the Board of Directors may otherwise determine, so
long as there are less than 100 holders of record of the
corporation's shares. Any such annual report sent to shareholders
shall be sent at least 15 days prior to the next annual meeting
of shareholders.
53. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules and construction, and
definitions contained in the California General Corporation Law
shall govern the construction of these Bylaws. Without limiting
the generality of the foregoing, the masculine gender includes
the feminine and neuter, the singular number includes the plural
and the plural number includes the singular, and the term
"person" includes a corporation as well as a natural person.
SIGNATURES
----------
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being the Directors of CYBER-
VITMAIN.COM, as of the 3rd day of July, 2000, hereby assent to
the foregoing Bylaws and adopt the same as the Bylaws of the said
corporation.
IN WITNESS WHEREOF, we have hereunto subscribed our names the 2nd
day of February, 2000.
By
---------------------------
DAMIR DEBALKANY
[CAPTION]
Exhibit 4.1
SPECIMEN OF Common stock CERTIFICATE
[________]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
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF SHARES OF CYBER-VITAMIN.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 Cyber-Vitamin.Com]
Robert T. Yarbray
President
Robert T. Yarbray
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
July 6, 2000
Board of Directors
Cyber-Vitamin.com
451 E.Main Street
Ventura, CA 93001
Re: Cyber-Vitamin.com
Gentlemen:
The undersigned is counsel for Cyber-Vitamin.com. I have been
requested to render an opinion on the tradeability of the 50,000
shares of Cyber-Vitamin proposed to be sold pursuant the Cyber-
Vitamin's Registration Statement on Form SB-2. In rendering this
opinion, I have reviewed Cyber-Vitamin's Registration on Form SB-
2, company articles of incorporation and by laws and other
corporate documents. All representations made to me in Cyber-
Vitamin 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. Cyber-Vitamin 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 Cyber-Vitamin
have been reserved and, when issued, will be duly and properly
approved by Cyber-Vitamin'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 Cyber-Vitamin'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
EXHIBIT 10 RESIGNATION OF DAMIR DE BALKANY
TO THE BOARD OF DIRECTORS OF CYBER-VITAMAIN.COM, INC.
I hereby rescind and withdraw my appointment as director and
resign as an officer and director of Cyber-Vitamin.com, Inc., and
disclaim any ownership of shares in the company, effective
immediately.
Dated: October 3, 2000 Damir De Balkany
_________________________________
DAMIR DE BALKANY
[CAPTION]
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of the independent accountant's
report dated September 26, 2000 and the related statements of
income, stockholder's equity, and cash flows for the period then
ended in the Registration Statement on Form SB-2, and any other
references to me in the Registration Statement.
ROGER G. CASTRO
Roger G. Castro
Certified Public Accountant
Oxnard, California
September 26, 2000
EXHIBIT
[CAPTION]
SUBSCRIPTION AGREEMENT
Cyber-Vitamin.COM
451 E. Main Street,
Ventura, California 93001
Gentlemen:
The undersigned represents as set forth below and subscribes to
purchase ________Shares at $.50 per Share, for $_______________,
subject to your acceptance of this subscription. There is no
minimum contingency and proceeds may be used 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 California_______
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
