CYBER VITAMIN COM, SB-2, 2000-08-24

CYBER VITAMIN COM
SB-2, 2000-08-24

Previous: NATIONAL EQUITY TRUST TOP TEN PORTFOLIO SERIES 25, 487, EX-5, 2000-08-24

Next: CHEVY CHASE AUTO RECEIVABLES TRUST 2000-1, 8-K, 2000-08-24

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

451 E. Main Street
Ventura, CA 93001
(805) 652-1658 (PHONE)

(Address and telephone number of principal executive offices)
-------------------------
451 E. Main Street
Ventura, CA 93001
(805) 652-1658 (PHONE)

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

KENNETH G. EADE
Attorney at Law
827 State Street, Suite 14
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)

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

COPIES TO:

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

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

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

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
--------
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: / /
-------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
-----------------------------------------------------------------

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

CALCULATION OF REGISTRATION FEE

[CAPTION]
<TABLE>

<F>
<S> <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 August 10, 2000
</TABLE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS

CYBER-VITAMIN.COM

50,000 SHARES OF COMMON STOCK

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

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

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

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

PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2) COMPANY(1)

Per Share $.50 $ 0 $ .50

Total $ 25,000 $ 0 $25,000

(1) Before deducting expenses payable by Cyber-Vitamin, estimated
at approximately $15,500. 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.

August 10, 2000
TABLE OF CONTENTS
PAGE
---------

Prospectus Summary.............................. 1
Risk Factors.................................... 3
Cyber-Vitamin is a development stage
company with no operating history.......... 3
Intense competition........................ 3
The principal of Cyber-Vitamin is promoting
a similar offering......................... 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance.. 4
Federal Import Tax......................... 5
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16

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

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 an e-
commerce web site on the Internet. There can be no assurance that
Cyber-Vitamin's common stock will ever develop a market.

1<PAGE>
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 hereby involve a
high degree of risk and
immediate substantial
dilution. See"Risk Factors"
and "Dilution"

Term of offering................... 180 days, which may be
extended an additional 180 days at the discretion of the Board of
Directors.
-------------------------------------

(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 February 29, 2000 and the
consolidated balance sheet data at February 29, 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 February 29, 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:

February 29, 2000
-----------------
Assets: ............................. $ --
=======

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

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

STATEMENT OF OPERATIONS DATA:

Cumulative
Since
inception
Month ended of
February 29,2000 Development
Stage
---------------- -----
Revenues: $ -- $ --
General and administrative
Expenses: 1,950 1,950
---------------- -----

Net Loss $(1,950) $(1,950)
---------------- -----
Loss per share $ -- $

================ =====

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

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.

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.

Intense Competition.

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

Terms of offering-no minimum contingency.

There is no minimum contingency or escrow of any funds received
by Cyber-Vitamin in this offering, and any funds received may be
utilized by Cyber-Vitamin for any corporate purpose as the funds
are received. There will be no escrow of any of the proceeds of
this offering.

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."

Dilution.

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

New industry; uncertainty of market acceptance.

The Internet vitamin and nutrition industry is an emerging market
characterized by an increasing and substantial number of new
competitors that have introduced or are developing an array of
new products and services, including interactive, enhanced and
value-added services. As is typical in an emerging industry,
market acceptance of newly introduced products and services is
uncertain.
USE OF PROCEEDS

The net proceeds to Cyber-Vitamin from the sale of the shares of
Common Stock offered hereby are estimated to be approximately
$25,000. Cyber-Vitamin intends to use these proceeds for web site
promotion, working capital and general corporate purposes, as
follows:

Use Amount

Offering expenses $ 5,500
Web site development 10,000
Web site promotion 3,500
Management salaries 0
Employee salaries 4,500
Working capital 1,500
--------
Total: $25,000

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%
--- ----- ------ -------
Offering expenses $1,000 $2,000 $ 4,000 $
5,500
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: $2,500 $6,250 $12,500 $18,750

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 ("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 February 29, 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:
---------------------
2/29/2000
-------

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

Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at December 31,
2000 .................................. 1,950
Paid-In Capital .................................. --
Retained Deficit ................................. (1,950)
------
Total Stockholders' Equity .................... --
------
Total Liabilities and
Stockholders' Equity ........................ $ --
======
DILUTION

As of February 29, 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 $1.00 per share of Common Stock, application
of the estimated net sale proceeds (after deducting offering
expenses of $15,500), 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:

6 <PAGE>

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%

7 <PAGE>

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
is engaged in the business of selling of vitamins from an e
commerce equipped web site on the Internet. 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 they are not the type
of items which require physical inspection. Cyber-Vitamin will
seek to establish an aggressive marketing plan both on the
Internet and conventionally.

During the next twelve months, 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. 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. Management believes that, if this
offering and the subsequent private placements are successful,
Cyber-Vitamin will be able to generate revenue from on line
vitamin sales and achieve liquidity within the next twelve
months. 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 yet commenced operations. It has obtained
domain names for its web site, which is currently under
development. Over the next twelve months, Cyber-Vitamin plans to
develop a web site with full e-commerce capability and establish
itself on over 1500 Internet search engines and Internet links,
including, but not limited to Yahoo, Altavista, Dogpile, Lycos,
and Dogpile.

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, with no significant revenue, 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

Cyber-Vitamin

Cyber-Vitamin's plan of operations is to be the number one seller
of vitamins on the Internet. To do this, Cyber-Vitamin will seek
to establish an aggressive marketing plan both on the Internet
and conventionally.

8 <PAGE>

Government approval is not necessary for Cyber-Vitamin's
business, and government regulations have no or only a negligible
effect on its business. However, the selling and labeling of
vitamins is regulated by state and federal agencies.

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 451 E. Main Street, Ventura,
CA. The telephone number of its principal executive office is
(805) 652-1658.

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.

THE INDUSTRY

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

MARKETING

Cyber-Vitamin has developed an Internet web site with full e
commerce capabilities, offers Cyber-Vitamin's products for sale
to the Internet consumer. 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,
Cyber-Vitamin has not yet developed its Web site, and there can
be no assurance that it will implement these programs. The
programs to establish visibility and increase traffic to the web
site include directory submissions to make sure 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. 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.

9 <PAGE>

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. Cyber-
Vitamin will work with a nationally recognized media buying firm
to research the sites that are regularly visited by prospective
customers in order to design and to execute an online advertising
campaign on a cost-per-lead or similar direct response basis.

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

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

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

Cyber-Vitamin intends to announce its products and services on
the Web in press releases. 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. Press releases can be distributed within 72 hours.

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.

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/goldense3al, EPA and Fish oils, evening primrose,
linseed, garlic, ginkgo biloba, ginseng, Grapesend/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. 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 ("FDA"), Federal Trade Commission ("FTC"), 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 ("DSHEA") 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
Treasurer, Damir DeBalkany and a clerical employee, Jeffrey
Volpe, who each devote approximately 20 hours per week, equal to
one quarter of their total business time, on the business of
Cyber-Vitamin.

PROPERTIES

Cyber-Vitamin has an oral agreement with Cyber-Vitamin president
for use of office space, 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-
vitmain.com.

COMPETITION

Cyber-Vitamin will compete with other specialty health retailers
and also competes directly with many drug stores, supermarkets,
and mass merchandisers.

Other companies making vitamin sales on the Internet, such as
Vitamin Shoppe, and other companies with one or more affiliate or
retail locations who also sell vitamins on the Internet, such as
Vitamin World, have financial resources superior to Cyber-
Vitamin, so there can be no assurance that Cyber-Vitamin's
projected income will not be affected by its competition.

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
---- --- --------
Damir De Balkany 48 President, Secretary
Director, Treasurer

Damir De Balkany. Mr. De Balkany is the current President,
Secretary, Chief Financial Officer and Director of Cyber-Vitamin,
and has been since its inception. Since 1995, he has also served
as the founder and President of Herbs of Hope, which has operated
Complete Herbal Center in Ventura, California, since 1995. Prior
to that, he was the owner of Complete Herbal Center, since 1987.
He holds a degree in Engineering.
12 <PAGE>

EXECUTIVE COMPENSATION

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. No
salaries are being paid at the present time, and will not be paid
unless and until there is available cash flow from operations to
pay salaries. There were no grants of options or SAR grants given
to any executive officers during the last fiscal year.

EMPLOYMENT AGREEMENTS

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
February 29, 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
-------------------
Damir De Balkany 1,610,000 82.56% 80.5%
451 E. Main Street
Ventura, CA 93001

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, 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. 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 Rule 701
promulgated by the Securities and Exchange Commission to a non-
sophisticated investor with full access to all corporate
information.

13 <PAGE>

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

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 hereby, upon issuance and sale, will be, fully paid and
nonassessable.

PENNY STOCK STATUS

If and when it creates a market for its common stock, 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, has filed an application for a
quotation with the National Quotation Bureau's "pink sheets,"
which application is still pending. No predictions can be made
as to the effect, if any, that market shares or the availability
of shares for sale will have on the market price prevailing from
time to time. The sale, or availability for sale, of substantial
amounts of common stock in the public market could adversely
affect prevailing market prices.

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 Damir De Balkany, 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 in 180 days unless
extended for no more than an additional 180 days at the
discretion of the Company.

The Company reserves 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.

LEGAL MATTERS

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

EXPERTS

The Financial Statements of Cyber-Vitamin as of February 29, 2000
included in this Prospectus and elsewhere in the Registration
Statement have been audited by Roger G. Castro, independent
public accountant for 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 ("SEC") a registration statement on Form SB-2 under
Securities Act of 1933, as amended, with respect to the
securities. This prospectus, which forms a part of the
registration statements, does not contain all of the information
set forth in the registration statement as permitted by
applicable SEC rules and regulations. Statements in this
prospectus about any contract, agreement or other document are
not necessarily complete. With respect to each such contract,
agreement, or document filed as an exhibit to the registration
statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement is
qualified in its entirety by this reference.

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

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 CONSOLIDATED FINANCIAL STATEMENTS

CYBER-VITAMIN.COM

Independent Auditor's Report ........................
Balance Sheets
February 29, 2000 .................................. F-2

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

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

Statements of Cash Flows
For the Years Ended February 29, 2000 .............. F-5

Notes to Consolidated Financial Statements ..........

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 February 29,
2000, and the related statements of operations, stockholders'
equity, and cash flows for the month ended February 29, 2000.
These financial statements are the responsibility of 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 February 29, 2000, and the results of its operations
and its cash flows for the month ended February 29, 1999 in
conformity with generally accepted accounting principles.

ROGER G. CASTRO
___________________
Roger G. Castro
Certified Public Accountants
Oxnard, California
March 1, 2000

F-1 <PAGE>

[CAPTION]

CYBER-VITAMIN.COM
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

February 29, 2000
-----------------

Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001

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

Stockholders' Equity ........................ $ --
=======

These notes are an integral part of these financial statements.

F-2 <PAGE>

<TABLE>
<CAPTION>
Cyber-Vitamin.com
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<S> <C> <C>
Cumulative
Since
Inception
For the month ended of
February 29, 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 ENDED FEBRUARY 29, 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
February 29, 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
FOR THE PERIOD ENDED February 29, 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. Primary Earnings Per Share amounts are based on the weighted
average number of shares outstanding at the dates of the
financial statements. Fully Diluted Earnings Per Shares shall be
shown on stock options and other convertible issues that may be
exercised within ten years of the financial statement dates.

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

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.

F-7 <PAGE>

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

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

------------------------
TABLE OF CONTENTS

PAGE
---------

Cyber-Vitamin.com
50,000 SHARES OF COMMON STOCK
-------------

PROSPECTUS

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

May 19, 2000

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code, as amended,
provides for the indemnification of 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........ ................................... $15,500
----------
----------
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 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.

13 <PAGE>

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
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade
(filed as part of Exhibit 5.1)

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

ITEM 28. UNDERTAKINGS.

The undersigned Company hereby undertakes to:

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

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

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

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

(e) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of 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.

II-6

SIGNATURES

In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, in the city of Santa Barbara,
state of California, on July 6, 2000.

SIGNATURES

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

Cyber-Vitamin.com

Damir De Balkany
By______________________________________________
DAMIR DE BALKANY, President and Director
Date: July 6, 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.

Damir De Balkany
____________________________________________________
DAMIR DE BALKANY, President/Secretary/Treasurer/Director
Date: July 6, 2000

Exhibit 3.1
[CAPTION]
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
__________________________________
DAMIR DE BALKANY, 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.

DAMIR DE BALKANY, 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.

---------------------------
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]

DAMIR DE BALKANY

President

DAMIR DE BALKANY

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

[CAPTION]
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT

I hereby consent to the inclusion of the independent accountant's
report dated March 1, 2000 and the related statements of income,
stockholder's equity, and cash flows for the years 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
March 1, 2000

EXHIBIT
[CAPTION]
SUBSCRIPTION AGREEMENT
Cyber-Vitamin.COM
451 E. Main Street,
Ventura, California 93001

Gentlemen:
The undersigned has read and understands the matters set forth
in your prospectus dated August 10, 2000. The undersigned
represents as set forth below and subscribes to purchase
________Shares at $1.00 per Share, for $_______________, subject
to your acceptance of this subscription. There is no minimum
contingency and proceeds may be utilized at the issuer's
discretion. If any checks are delivered to any NASD member, the
member must promptly, by noon of the next business day, transmit
all checks received to the issuer or any person entitled thereto.
The undersigned, if an individual, is a resident of, or, if a
corporation, partnership or trust, has as its principal place of
business:

The state of 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