CHOCOLATE BAYOU INC, SB-2, 2000-08-17

CHOCOLATE BAYOU INC
SB-2, 2000-08-17

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CHOCOLATE BAYOU SCIENTIFIC INC.
(Name of small business issuer in its charter)

Nevada 5499 76-0616463
(State or jurisdiction of (Primary Standard Industrial (I.R.S.Employer
incorporation or Classification Code Number) Identification No.)
organization)

David Smith With a copy to:
510 West Hastings Street
Suite 1010 Roger L. Shoss, Esq.
Vancouver, B.C. V6B IL8 Shoss & Associates
(604) 818-8777 700 Louisiana, Suite 4260
Houston, Texas 77002
(713) 225-0502

Approximate date of proposed sale to the public
As soon as practicable after the effective date of this
Registration Statement

If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act, check the following box. [X]
____________________________________
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 this Form is a post-effective amendment filed
pursuant to Rule 462(d) 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, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Tile of each Amount to be Proposed Proposed Amount
registered maximum offering maximum of regis-
class of price per unit aggregate tration
securities offering fee
to be price
registered

Common Stock 4,000,000 0.02 per share(1) 80,000.00 $35.00

(1) No exchange or over-the-counter market exists for Chocolate Bayou
Scientific Inc. (the Company)s common stock. The most
recent sale of the Companys common stock from one investor
to another occurred on April 1, 2000 when the Company
initially transferred 1,250,000 shares each to David Smith
and Brian Griffith in exchange for $1,250.00 from each of
them worth of expenses, resulting in a value of $0.001 per
share. The Company believes this transaction supports a
bona fide estimate of per share as the maximum offering
price solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457(a) under the
Securities Act of 1933.

The registrant will amend 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 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

PART I INFORMATION REQUIRED IN PROSPECTUS
SUBJECT TO COMPLETION
Information contained herein may be completed or amended. 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
before the registration statement becomes effective. This
prospectus shall not constitute an offer to sell nor the
solicitation of any offer to buy nor may these securities be sold
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

PRELIMINARY PROSPECTUS DATED: ____________, 2000

CHOCOLATE BAYOU SCIENTIFIC INC.

510 West Hastings Street
Suite 1010
Vancouver, B.C. V6B IL8
(604) 818-8777

4,000,000 Shares of Common Stock to be offered by the Company
This is the initial public offering of common stock of
Chocolate Bayou Scientific Inc., and no public market currently exists
for shares of the Companys common stock. This prospectus is
part of a registration statement that permits the Company to sell
shares on a continuous or delayed basis in the future. There
have been no sales of shares from one investor to another.

These securities will be offered at a price of $0.02 per
share for as long as this registration statement is valid.

This is not an underwritten offering, and the Companys
stock is not listed on any national securities exchange or the
Nasdaq Stock Market.

This offering involves a high degree of risk.

See Risk Factors which begins on page 3.

Neither the Securities and Exchange Com mission, nor any
state securities commission, has approved or disapproved these
securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.

TABLE OF CONTENTS

General 3

Risk factors 4

Administrative offices 4

Employees 4

Managements discussion and analysis of plan of operations 5

Use of proceeds. 5

Determination of offering price 5

Dilution 5

Selling securities holders 6

Plan of distribution 6

Legal proceedings 6

Directors and executive officers 6

Security ownership of certain beneficial owners and management 7

Description of securities 7

Interest of named experts and counsel 8

Disclosure of commission position of indemnification for
securities act liabilities 8

Description of business 8

Managements discussion and analysis or plan of operation. 15

Description of property 16

Certain relationships and related transactions 17

Market for common equity and related stockholder matters 17

Executive compensation 17

Financial statements 17

Changes in and disagreements with accountants on accounting 17

Indemnification of directors and officers 18

Recent sales of unregistered securities. 18

Exhibits 18

Post-amendment filings 22

Signatures 22

GENERAL
Chocolate Bayou Scientific Inc. was incorporated under the laws
of the State of Nevada on August 18, 1999 whose principal offices
are located in Vancouver, British Columbia. The Company is in
the early developmental and promotional stages. To date, the
Company has worked solely on organizational activities;
specifically, raising its initial capital and developing its
business plan. The Company has not commenced operations. The
Company has no full time employees and owns no real estate.
Under its corporate charter, the Company may engage in any
activity for which corporations may be organized under the
General Corporation Law of the State of Nevada. Currently the
sole asset of the Company is a License Agreement between it and
David R. Mortonson & Associates under which the Company has the
right to market vitamins, minerals and nutritional supplements
available through a third-party companys, Vitamineralherb.com,
Inc., web site, in an area of southern Texas.

RISK FACTORS
You should carefully consider the following risk factors and
all other information contained in this prospectus before
purchasing the common stock of the Company. Investing in the
Companys common stock involves a high degree of risk. Any of
the following risks could adversely affect the Companys
business, financial condition and results of operations and could
result in a complete loss of your investment. The risks and
uncertainties described below are not the only ones the Company
may face. Additional risks and uncertainties not presently know
or that are currently deemed immaterial may also impair the
Companys business operations.

YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE
THEY ARE INHERENTLY UNCERTAIN
This prospectus includes forward-looking statements
identified by the use of words like believes, intends,
expects, may, will, should or anticipates, or the
negative equivalents of those words or comparable terminology,
and by discussions of strategies that involve risks and
uncertainties. The Company bases all forward-looking statements
upon estimates and assumptions about future events that are
derived from information available to it on the date of this
prospectus. Given the risks and uncertainties of the Companys
business, actual results may differ materially from those
expressed or implied by forward-looking statements. The Company
cannot assure you that its future results, levels of activity and
achievements will occur as it expects, and neither the Company
nor any person assumes any responsibility for the accuracy and
completeness of the Companys forward-looking statements.

WE HAVE INCURRED LOSSES SINCE OUR INCEPTION ON AUGUST 18,
1999 AND EXPECT TO CONTINUE TO HAVE LOSSES FOR THE FORESEEABLE
FUTURE.
The Company has incurred a net loss in each quarter since
inception and expects to incur net losses for the foreseeable
future. The Companys success depends on increasing awareness of
the Vitamineralherb.com brand, providing our customers with a
quality online shopping experience and investing in systems and
technology that will support increased traffic to
Vitamineralherbs website.

WE HAVE A SOLE SOURCE SUPPLIER AND ANY INTERRUPTION OR
CHANGES IN THAT ARRANGEMENT MAY HAVE AN ADVERSE EFFECT ON OUR
ABILITY TO OPERATE.
Through its license agreement with David R. Mortenson &
Associates, the company has entered into a relationship with
Vitamineralherb.com, under which that company has licensed its
trademarks to us and provides supply, fulfillment, promotional,
administrative and other services to us. These trademarks and
services are critical to our success. The agreements call for
significant payments to Vitamineralherb.com for the foreseeable
future. Termination of the intercompany agreements or the failure
Of Vitamineralherb.com to perform its obligations under these
agreements would materially harm our ability to obtain the
products that we sell, to fill customer orders, to promote our
business and to handle administrative matters efficiently. We
depend on trademarks licensed from Vitamineralherb.com. Under the
trademark license agreement, Vitamineralherb.com has licensed
trademarks, including Vitamineralherb.com logo and name, to us on
geographic basis in connection with our marketing and sale of
products and services in online commerce. The Company depends on
Vitamineralherb.com as a supplier. Vitamineralherb.com will
fulfill the companys orders through its supplier, Ives.

THE COMPANY HAS NO EMPLOYMENT AGREEMENTS WITH MR. SMITH OR
MR. GRIFFITH AND THEY ONLY SPEND PART OF THEIR TIME ON THE
BUSINESS OF THE COMPANY AND THEIR LEAVING MAY ADVERSELY IMPACT
THE COMPANYS ABILITY TO OPERATE.
The Company relies on Messrs. David Smith and Brian
Griffith, who are both officers and directors of the Company.
Neither is receiving a salary nor has an employment agreement
with us. The Company does not expect either party to devote their
full time efforts to it, but there is no agreement on how much
time either Messrs. Smith or Griffith will devote to the Company.
Each may spend a majority of their time on other business
ventures. The loss of the services of Messrs. Smith or Griffith
and/or the failure to recruit and retain qualified managers may
result in an adverse impact on the development of the Companys
business. The Company has not obtained any key-man life
insurance on either Messrs. Smith or Griffith.

ADMINISTRATIVE OFFICES
The Company will use space provided to it rent-free on a non-
exclusive basis by its president, Mr. Smith, at 510 West Hastings
Street, Suite 1010, Vancouver, British Columbia V6B IL8.

EMPLOYEES
The Company has no full time employees. The Companys
president, Mr. Smith, and its secretary/treasurer, Mr. Griffith,
have agreed to allocate a portion of their time to the activities
of the Company, without compensation. They anticipate that the
business plan of the Company can be implemented by his devoting no
more than 10 hours per month to the business affairs of the Company
and, consequently, conflicts of interest may arise with respect to the
limited time commitment by each officer.

MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

The following discussion and analysis should be read in
conjunction with the Companys Financial Statements and Notes
thereto and other financial information included elsewhere in
this Form SB-2. This Form SB-2 contains, in addition to
historical information, forward-looking statements that involve
risks and uncertainties. The Companys actual results could
differ materially from the results discussed in the forward-
looking statements. Factors that could cause or contribute to
such differences include those discussed below, as well as those
discussed elsewhere in this Form SB-2.

USE OF PROCEEDS.

Subscription Level 50% 100%

Amount of Proceeds $40,000.00 $80,000.00

The Company expects to use the net proceeds for
organizational purposes, to conduct a search for employees, and
to determine the feasibility of selling Vitamineralherb.com
products to specific markets.

DETERMINATION OF OFFERING PRICE
The Company arbitrarily determined the price of its shares
in this offering. The offering price is not an indication of and
is not based upon the actual value of the Company. It bears no
relation to book value, assets, earnings or any other recognized
criteria of value of the Company. The offering price should not
be regarded as an indicator of the future market price of the
shares.

DILUTION
The difference between the initial public offering price per
share of the Companys stock and the pro forma net tangible book
value per share of the Companys stock after this offering
constitutes the dilution to investors in this offering. Net
tangible book value per share is determined by dividing our net
tangible book value (total tangible assets less total
liabilities) by the number of shares of stock outstanding.
As of June 30, 2000, the Companys net tangible book value
was (-$15,775) or (-$0.006) per share. After giving effect to our
sale of
4,000,000 shares of stock in this offering and the receipt of
estimated net proceeds from this offering (after deducting legal
and accounting fees and estimated expenses of this offering), the
Companys pro forma net tangible book value as of June 30, 2000
would have been $64,225.00, or $0.01 per share, representing an
immediate increase in net tangible book value of $0.016 per share
to existing stockholders and an immediate dilution of $0.016 per
share to new investors.

SELLING SECURITIES HOLDERS
There are no selling securities holders.

PLAN OF DISTRIBUTION
This is not an underwritten offering. This prospectus is
part of a registration statement that permits the Company to sell
shares on a continuous or delayed basis in the future. The
Company may sell some shares to the public when the registration
statement becomes effective, or it may elect to sell some or all
of their shares at a later date. The Company has not committed
to keeping the registration statement effective for any set
period of time.

LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings, and none of its property is the subject of a pending
legal proceeding. Further, the officers and directors know of no
legal proceedings against the Company or its property
contemplated by any governmental authority.

DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position of
each director and executive officer of the Company:

Name Age Position
David C. Smith 49 President, Director
Brian F. Griffith 51 Secretary/Treasurer,
Director

David C. Smith has been president and director of the
Company since, April 1, 2000. Since 1983 he has been with Black
Tusk Realty, a firm which he founded, which is the dominant
realtor in Squamish, British Columbia. Additionally, in that
year, he established, and remains with, the real estate
development and consulting firm of Lucas Investments which builds
and sells houses in British Columbia. Since 1993, Mr. Smith has
also worked as a fundraising consultant for several companies in
the high tech industry.

Brian F. Griffith has been secretary/treasurer of the
Company since, April 1, 2000. Since 1975 he has run Brian F.
Griffith & Co., an accounting firm in Barbados. He has served in
various boards for private companies and for the Council of the
Institute of Chartered Accountants. In the past he has served on
the boards of the U.W.I. Finance Committee at Cave Hill, the
Barbados Industrial Development Corporation, the Barbados
National Bank, the Barbados Development Bank and the Barbados
National Trust. Mr. Smith also served on the Council of the
Institute of Chartered Accountants for seventeen years.

The directors named above are elected for one-year terms at
the annual shareholders meeting. Officers will hold their
positions at the pleasure of the board of directors, absent any
employment agreements. No employment agreements currently exist
or are contemplated.

Messrs. Smith and Griffith will devote their time to the
Companys affairs on an as needed basis. As a result, the
actual amount of time which they will devote to the Companys
affairs is unknown and is likely to vary substantially from month
to month.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 20, 2000, the
Companys outstanding common stock owned of record or
beneficially by each executive officer and director and by each
person who owned of record, or was known by the Company to own
beneficially, more than 5% of the Companys common stock, and the
shareholdings of all executive officers and directors as a group.

Name Shares Owned Percentage of Shares
Owned
David C. Smith 1,250,000 50%
Brian F. Griffith 1,250,000 50%

DESCRIPTION OF SECURITIES
The following description of the Companys capital stock is
a summary of the material terms of the Companys capital stock.
This summary is subject to and qualified in its entirety by the
Companys articles of incorporation and bylaws, which are
included as exhibits to the registration statement of which this
prospectus forms a part, and by the applicable provisions of
Nevada law.

The Companys authorized capital consists of 25,000,000
shares of common stock, par value $.001 per share. Immediately
prior to this offering, 2,500,000 shares were issued and
outstanding. Each record holder of common stock is entitled to
one vote for each share held on all matters properly submitted to
the shareholders for their vote. The articles of incorporation do
not permit cumulative voting for the election of directors, and
shareholders do not have any preemptive rights to purchase shares
in any future issuance of the Companys common stock.

Because the holders of shares of the Companys common stock
do not have cumulative voting rights, the holders of more than
50% of the Companys outstanding shares, voting for the election
of directors, can elect all of the directors to be elected, if
they so choose. In such event, the holders of the remaining
shares will not be able to elect any of the Companys directors.

The holders of shares of common stock are entitled to
dividends, out of funds legally available therefor, when and as
declared by the Board of Directors. The Board of Directors has
never declared a dividend and does not anticipate declaring a
dividend in the future. In the event of liquidation, dissolution
or winding up of the affairs of the Company, holders are entitled
to receive, ratably, the net assets of the Company available to
shareholders after payment of all creditors.

All of the issued and outstanding shares of common stock are
duly authorized, validly issued, fully paid, and non-assessable.
To the extent that additional shares of the Companys common
stock are issued, the relative interests of existing shareholders
may be diluted.

INTEREST OF NAMED EXPERTS AND COUNSEL
Neither Elliott, Tulk, Pryce, Anderson nor Shoss &
Associates was employed on a contingent basis in connection with
the registration or offering of the Companys common stock.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The Companys bylaws provide that it will indemnify its
officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings
against them on account of their being or having been directors
or officers of the Company, absent a finding of negligence or
misconduct in the performance of their duty.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the forgoing provisions, the
Company has been informed that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS
Chocolate Bayou Scientific Inc. (the Company) was incorporated
under the laws of the State of Nevada on August 18, 1999 and is
in the early developmental and promotional stages. To date, the
Companys only activities have been organizational, directed at
raising its initial capital and developing its business plan.
The Company has not commenced operations. The Company has no
full time employees and owns no real estate. Under its corporate
charter, the Company may engage in any activity for which
corporations may be organized under the General Corporation Law
of the State of Nevada. The Company has not been subject to any
bankruptcy, receivership or similar proceeding, nor has it
undergone any material reclassification, merger, consolidation or
asset purchase outside of the ordinary course of business.
The Company is in the business of marketing vitamins,
minerals and nutritional supplements in the state of Ohio.
This activity will be carried out pursuant to a License Agreement
with David R. Mortenson & Associates which is itself subject to a
License Agreement between David R. Mortenson & Associates and
Vitamineralherb.com, Inc. (Exhibit 3.10). The Company will take
orders for products offered by Vitamineralherb.com and transmit
them through Vitamineralherb.coms web site. Customers may also
directly access Vitamineralherb.coms website; if such customers
originate from the marketing area licensed to the Company they
will be deemed the Companys customers. Vitamineralherb.com
will collect an annual fee for the operation of its web site and
ten percent of the gross of each sale. Vitamineralherb.com
itself will not produce the products being marketed under its
name and label. It has an arrangement with Ives Formulation Company,
Inc. (Ives)(as successor to International Formulators and
Manufacturers, Inc.) to produce and label products
for Vitamineralherb.com. Fulfillment of customer orders will be
by third-party shippers directly from Ives to the customers.
This is a competitive industry, with low barriers to entry.
The Company has not yet gone beyond the developmental stage. The
Company will be identified with the Vitamineralherb.com name and
website and that third-partys ability to protect its
intellectual property rights and its technological functionality
is vital to the Companys viability. The nature of the products
that the Company is marketing is such that the federal or state
government may increase regulation. See Risk Factors for a
more detailed discussion of these matters.
The Company has filed with the Securities and Exchange
Commission a registration statement on Form SB-2 with respect to
the common stock offered by this prospectus. This prospectus,
which constitutes a part of the registration statement, does not
contain all of the information set forth in the registration
statement or the exhibits and schedules which are part of the
registration statement. For further information, with respect to
the Company and its common stock, see the registration statement
and the exhibits and schedules thereto. Any document the Company
files may be read and copied at the Commissions public reference
rooms in Washington, D.C.; New York, New York; and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. The
Companys filings with the Commission are also available to the
public from the Commissions website at http://www.sec.gov.
Upon completion of this offering, the Company will become
subject to the information and periodic reporting requirements of
the Securities Act and, accordingly, will file periodic reports,
proxy statements and other information with the Commission. Such
periodic reports, proxy statements and other information will be
available for inspection and copying at the Commissions public
reference rooms, and the website of the Commission referred to
above.
DISCLOSURES
In addition to the matters discussed under Risk Factors
elsewhere in this prospectus, the following are some other issues
which may affect the viability of the Company.

THE COMPANY HAS A LIMITED OPERATING HISTORY AND MAY NOT BE
SUCCESSFUL IN ADDRESSING EARLY STAGE CHALLENGES
The Company is a new company in a new and volatile industry.
The Company expects to encounter difficulties as an early stage
company in the rapidly evolving online commerce industry. The
Companys business strategy is unproven, and it may not be
successful in addressing early stage challenges, such as
establishing its position in the market and expanding its online
presence and capabilities.

THE COMPANY MAY NEED ADDITIONAL CAPITAL TO FUND OUR EXPECTED
NEEDS FOR WORKING CAPITAL AND CAPITAL EXPENDITURES
The Company may require substantial capital to fund its
business. Since the Companys inception, it has experienced
negative cash flow from operations and expects to experience
significant negative cash flow from operations for the
foreseeable future. The Company cannot be certain that
additional financing will be available to it when required on
favorable terms or at all. The Companys inability to obtain
adequate capital would limit its ability to achieve the level of
corporate growth that it believes to be necessary to succeed. If
the Company raises additional funds in the future through the
issuance of equity or debt securities, then these securities may
have rights, preferences or privileges senior to the rights of
the Companys common stock, and holders may experience additional
dilution.

THE COMPANY FACES INTENSE COMPETITION
The Company competes with numerous resellers, manufacturers
and wholesalers, including other online companies as well as
retail and catalog sources. Some of the Companys competitors may
have greater access to capital than the Company does and may use
these resources to engage in aggressive advertising and marketing
campaigns. Aggressive advertising and promotion may generate
pricing pressures which may adversely impact the Company.

CONSUMERS MAY NOT ACCEPT AN ONLINE SOURCE FOR OUR PRODUCTS
The Companys success depends on attracting and retaining a
high volume of online customers at a reasonable cost. The
Company may not be able to convert a large number of consumers
from traditional shopping methods to online shopping. Factors
that could prevent or delay the widespread consumer acceptance of
purchasing vitamins, nutritional supplements and minerals online,
and consequently our ability to increase our revenues, include: -
shipping charges, which do not apply to shopping at traditional
retail stores; - delivery time associated with online orders, as
compared to the immediate receipt of products at a physical
store; - pricing that does not meet consumer expectations of
finding the lowest price on the Internet; - lack of consumer
awareness of our online presence; - customer concerns about the
security of online transactions and the privacy of personal
health information; - product damage from shipping or shipments
of wrong or expired products, which may result in a failure to
establish customer trust in purchasing our products online; -
delays in responses to customer inquiries or in deliveries to
customers; and - difficulty in returning or exchanging orders.
The Company expects that competition will continue to increase
because of the relative ease with which new websites may be
developed. The nature of the Internet as an electronic
marketplace may facilitate competitive entry and comparison
shopping and may also render online commerce inherently more
competitive than traditional retailing formats. Increased
competition may reduce the Companys gross margins, cause the
Company to lose market share and decrease the value of the
Companys sub-license agreement with the Vitamineralherb.com
brand.

THE COMPANY MAY EXPEND MORE ON ADVERTISING THAN IT GAINS IN
INCREASED SALES
The Company may rely on advertising to attract customers in
southern Texas to the Vitamineralherb.com website. This
advertising may not attract a significant number of customers or
generate a substantial amount of sales.

THE COMPANY DEPENDS ON THIRD-PARTY SHIPPERS TO DELIVER ITS
PRODUCTS IN A TIMELY MANNER
The Companys customers cannot visit physical stores to pick
up its products. The Companys product distribution relies
instead on third-party delivery services, including the United
States Postal Service and United Parcel Service. Strikes and
other interruptions may delay the timely delivery of customer
orders, and customers may refuse to purchase the Companys
products because of this loss of convenience.

THE COMPANY DEPENDS ON THIRD-PARTY COMPUTER SYSTEMS
The Companys success depends on generating a high volume of
traffic to Vitamineralherb.coms website. However, growth in the
number of users accessing that companys website may strain or
exceed the capacity of its computer systems and lead to declines
in performance or system failure. The Company is forced to rely
on Vitamineralherb.coms assurances that their computer systems
will be adequate to handle consumer demand. Failure to
accommodate increased traffic may decrease levels of customer
service and satisfaction. Vitamineralherb.com must continually
improve and enhance the functionality and performance of its
website, order tracking and other technical systems to provide a
convenient shopping experience. Failure to improve these systems
effectively or within a reasonable period of time may cause
customers to visit its website less frequently or not at all. New
services or features may contain errors, and there may be delays
or customer service errors while Vitamineralherb.com corrects
them. If customers encounter difficulty with or do not accept
new services or features, they may buy from other online vendors
and cause the Companys sales to decline.

THE COMPANY COMPUTER AND COMMUNICATIONS SYSTEMS MAY FAIL OR
EXPERIENCE DELAYS
The Companys success, and in particular its ability to
receive and fulfill orders and provide quality customer service,
depends on the efficient and uninterrupted operation of our
computer systems. System interruptions may result from fire,
power loss, water damage, telecommunications failures, vandalism
and other malicious acts and problems related to our equipment.
Vitamineralherb.coms website may also experience disruptions or
interruptions in service due to failures by third-party
communications providers. The Company depends on communications
providers and Vitamineralherb.coms website host to provide it
with access to Vitamineralherb.coms website in order to transmit
the Companys orders to Vitamineralherb.com. In addition, the
Companys customers depend on their own Internet service
providers for access to our website. Periodic system
interruptions will occur. These occurrences may cause customers
to perceive the Companys website as not functioning properly and
therefore cause them to stop using its services.

THE COMPANY SOLE ASSET MAY BE IMPAIRED BY THIRD PARTY
ACTIONS OR OMISSIONS
The Companys sole asset is a License Agreement between it
and David R. Mortenson & Associates, which is subject to David R.
Mortenson & Associates licensing agreement with
Vitamineralherb.com. If David R. Mortenson & Associates defaults
under its licensing agreement with Vitamineralherb.com, Inc., the
Companys License Agreement may be worthless. Furthermore,
Vitamineralherb.com, Inc. will fulfill the Companys orders
pursuant to arrangements it has with Ives and a disagreement between
those
parties, or the inability or refusal of Ives to meet
Vitamineralherb.coms orders may significantly harm the Companys
customer relations and hurt the Companys future business. If
there is a complete breakdown in relations or if Ives goes out of
business, then the Company may not be able to find alternative
suppliers in a timely fashion.

EXTENSIVE GOVERNMENTAL REGULATION COULD LIMIT THE COMPANYS
SALES OR ADD SIGNIFICANT ADDITIONAL COSTS TO OUR BUSINESS
Because the online market for vitamins, nutritional
supplements and minerals is relatively new, there is little
common law or regulatory guidance that clarifies the manner in
which government regulation impacts online sales. Governmental
regulation may limit our sales or add significant additional
costs to our business. The two principal federal agencies that
regulate dietary supplements, including vitamins, nutritional
supplements and minerals, are the Food and Drug Administration
and the Federal Trade Commission. Among other matters, FDA
regulations govern claims that assert the health or nutritional
value of a product. Many FDA and FTC remedies and processes,
including imposing civil penalties in the millions of dollars and
commencing criminal prosecution, are available under federal
statutes and regulations if product claims violate the law.
Similar enforcement action may also result from noncompliance
with other regulatory requirements, such as FDA labeling rules.
The FDA also reviews some product claims that companies must
submit for agency evaluation and may find them unacceptable.
State, local and foreign authorities may also bring enforcement
actions for violations of these laws.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD BRING
ADDITIONAL BURDENS TO DOING BUSINESS ONLINE
Online commerce is new and rapidly changing, and federal and
state regulations relating to the Internet and online commerce
are relatively new and evolving. Due to the increasing popularity
of the Internet, it is possible that laws and regulations may be
enacted to address issues such as user privacy, pricing, content,
copyrights, distribution, antitrust matters and the quality of
products and services. The adoption of these laws or regulations
could reduce the rate of growth of the Internet, which could
potentially decrease the usage of our website and result in our
selling fewer products. In addition, the applicability to the
Internet of existing laws governing issues such as property
ownership, copyrights and other intellectual property issues,
libel, obscenity and personal privacy is uncertain. Most of these
laws were adopted prior to the advent of the Internet and do not
contemplate or address the unique issues of the Internet. New
laws applicable to the Internet may impose substantial burdens on
companies conducting online commerce. In addition, the growth and
development of online commerce may prompt calls for more
stringent consumer protection laws in the United States and
abroad. We also may be subject to regulation not specifically
related to the Internet, such as laws affecting catalog sellers.
Several telecommunications carriers have asked the Federal
Communications Commission to regulate telecommunications over the
Internet. Due to the increasing use of the Internet and the
burden it has placed on the telecommunications infrastructure,
telephone carriers have requested the FCC to regulate Internet
and online service providers and to impose access fees on those
providers. If the FCC imposes access fees, the costs of using the
Internet could increase dramatically. In this event, our margins
could be negatively impacted.

THE SALE OFVITAMINERALHERB.COM PRODUCTS INVOLVES PRODUCT
LIABILITY AND OTHER RISKS
Since the Companys activities as a marketer for
Vitamineralherb.com products may leave it open to the argument
that is a distributor of those products then it is possible that
the Company, like any other distributor or manufacturer of
products that are ingested, faces an inherent risk of exposure to
product liability claims if the use of products results in
illness or injury. If the Company does not have adequate
insurance or contractual indemnification, product liability
claims could have a material adverse effect on its business.
Manufacturers and distributors of vitamins, nutritional
supplements and minerals have been named as defendants in product
liability lawsuits from time to time. The successful assertion or
settlement of an uninsured claim, a significant number of insured
claims or a claim exceeding the limits of the Companys insurance
coverage would harm it by adding further costs to its business
and by diverting the attention of the Companys senior management
from the operation of its business. Although the manufacturers
may perform research and tests in connection with the formulation
and production of the products that the Company sells, there are
no conclusive clinical studies regarding many of its products.
The Company depends upon customer perceptions about the safety
and quality of its products and of similar products distributed
by competitors. The mere publication of reports asserting that a
particular product may be harmful may substantially reduce or
eliminate sales of the product, regardless of whether the reports
are scientifically supported and regardless of whether the
harmful effects would be present at recommended dosages.
Vitamins, nutritional supplements and minerals are subject to
sharp increases in consumer interest, which in some cases stems
from discussion of particular products in the popular press. A
significant delay in or disruption of the supply of products to
Vitamineralherb.com from suppliers and distributors may increase
the Companys cost of goods and could result in a substantial
reduction or termination of sales of some products.

WE MAY BECOME LIABLE FOR INTERNET COMMERCE TAXES
Recent federal legislation limits the imposition of state
and local taxes on the Internet. In 1998, Congress passed the
Internet Tax Freedom Act, which places a three-year moratorium on
state and local taxes on (1) Internet access, unless such tax was
already imposed prior to October 1, 1998, and (2) discriminatory
taxes on online commerce. However, Congress may not renew this
legislation in 2001, in which case state and local governments
would be free to impose Internet-specific taxes on electronically
purchased goods, in addition to any other taxes that may
otherwise be imposed on the transaction. Any such taxes would
make our business more costly to operate. Due to the high level
of uncertainty regarding the imposition of new Internet-related
taxes on online commerce, a number of states and a Congressional
advisory commission are reviewing appropriate tax treatment for
online commerce. The Company cannot predict the impact of
additional laws or regulations on our business.

MANAGEMENT HAS BROAD DISCRETION
The Companys management has broad discretion in its
handling of the Companys affairs. While currently the Company
is solely focussed on the marketing of vitamins, minerals and
nutritional supplements, the management of the Company may choose
to enter into completely different types of business and/or
abandon its current business. Investors may discover that the
Company is engaged in a business which the investor never
intended to invest in. The Companys management may evaluates
acquisition opportunities and, as a result, may engage in
acquisition discussions, may conduct due diligence activities in
connection with possible acquisitions, and, where appropriate,
may engage in acquisition negotiations. Any completed
acquisition would involve numerous risks, including difficulties
in assimilating operations, services, products and personnel of
the acquired company, the diversion of the Companys managements
attention from other business concerns, entry into markets in
which the Company has little or no prior experience, the
potential loss of key employees, and the Companys inability to
maintain subscribers or goodwill of the acquired businesses. In
order to grow the business, management may continue to acquire
businesses that it believes are complementary or it may seek
businesses in entirely unrelated fields. Successfully
implementing this strategy depends on our managements ability to
identify suitable acquisition candidates, acquire companies on
acceptable terms, integrate their operations and technology
successfully with the Companys, retain existing subscribers and
maintain the goodwill of the acquired business. The Company is
unable to predict whether or when any prospective acquisition
candidate will become available, or the likelihood that any
acquisition will be completed. There are not, as of the
effective date, any pending acquisitions.

THE COMPANY DOES NOT INTEND TO PAY DIVIDENDS
The Company does not currently intend to pay any dividends
on its common stock. Its ability to pay cash distributions may be
restricted by covenants in any future bank credit facility.

THERE IS CURRENTLY NO PUBLIC MARKET FOR THE STOCK
The Company is not currently and never has been marketed on
any stock exchange or Nasdaq, including the OTC bulletin board
system or the pink sheets and any purchasers of the Companys
shares may find it extremely difficult to dispose of their
shares.

THE PENNY STOCK RULES COULD MAKE SELLING THE COMPANYS
SECURITIES MORE DIFFICULT

Even when the Company is able to list its shares on the OTC
bulletin board, its common stock will be a penny stock, under
Rule 3a51-1 under the Securities and Exchange Act, unless and
until the shares reach a price of at least $5.00 per share, we
meet certain financial size and volume levels, or the shares are
registered on a national securities exchange or quoted on the
NASDAQ system. The shares are likely to remain penny stocks for
a considerable period
of time after the offering. A penny stock is subject to Rules
15g-1 through 15g-10 of the Securities and Exchange Commission.
Those rules require securities broker-dealers, before effecting
transactions in any penny stock, to deliver to the customer,
and obtain a written receipt for a disclosure document set forth
in Rule 15g-10 (Rule 15g-2); to disclose certain price
information about the stock (Rule 15g-3); to disclose the amount
of compensation received by the broker-dealer (Rule 15g-4) or any
associated person of the broker-dealer (Rule15g-5); and to send
monthly statements to customers with market and price information
about the penny stock (Rule 15g-6). Our common stock will also
be subject to Rule 15g-9, which requires the broker-dealer, in
some circumstances, to approve the penny stock purchasers
account under certain standards, and deliver written statements
to the customer with information specified in the rules. These
additional requirements could prevent broker-dealers from
effecting transactions and limit the ability of purchasers in
this offering to sell their shares into any secondary market for
our common stock. Shareholders should be aware that, according
to the Securities and Exchange Commission Release No. 34-29093,
the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include:

- control of the market for the security by one or a few broker-
dealers that are often related to the promoter or issuer;

- manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases;

- boiler room practices involving high pressure sales tactics
and unrealistic price projections by inexperienced sales persons;

- excessive and undisclosed bid-ask differentials and markups by
selling broker-dealers; and

- the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired
level, along with the inevitable collapse of those prices with
consequent investor losses.

Additionally, the Companys securities, when available for
trading, may be subject to the Securities and Exchange Commission
rule that imposes special sales practice requirements upon broker-
dealers that sell such securities to other than established
customers or accredited investors. For purposes of the rule, the
phrase accredited investors means, in general terms,
institutions with assets exceeding $5,000,000 or individuals
having a net worth in excess of $1,000,000 or having an annual
income that exceeds $200,000 (or that, combined with a spouses
income, exceeds $300,000). For transactions covered by the rule,
the broker-dealer must make a special suitability determination
for the purchaser and receive the purchasers written agreement
to the transaction prior to the sale. Consequently, the rule may
affect the ability of purchasers of the Companys securities to
buy or sell in any market that may develop.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

RESULTS OF OPERATIONS

During the period from August 14, 1998 (inception) through
June 30, 2000, the Company has engaged in no significant
operations other than organizational activities, acquisition of
the License Agreement for marketing Vitamineralherb.com products
and preparation for registration of its securities under the
Securities Act of 1933. The Company received no revenues during
this period.

For the current fiscal year, the Company anticipates
incurring a loss as a result of organizational expenses, expenses
associated with registration under the Securities Act of 1933,
and expenses associated with setting up a company structure to
begin implementing its business plan. The Company anticipates
that until these procedures are completed, it will not generate
revenues other than interest income, and may continue to operate
at a loss thereafter, depending upon the performance of the
business.

LIQUIDITY AND CAPITAL RESOURCES

The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or
capital resources or stockholders equity. Consequently, the
Companys balance sheet as of June 30, 2000 reflects current
assets of $0.

The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity and capital
resources will be diminished.

The Company may need additional capital to expand its
business. No commitments to provide additional funds have been
made by management or stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms
acceptable to the Company or at all. Irrespective of whether the
Companys cash assets prove to be inadequate to meet its
operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no
agreements to acquire any properties. The officers of the Company
currently work out of space they already maintain for their other
business investments. The Companys main office will be 510 West
Hastings Street, Suite 1010, Vancouver, British Columbia V6B IL8.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No director, executive office or nominee for election as a
director of the Company, and no owner of five percent or more of
the Companys outstanding shares or any member of their immediate
family has entered into or proposed any transaction in which the
amount involved exceeds $60,000.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No established public trading market exists for the
Companys securities. The Company has no common equity subject
to outstanding purchase options or warrants. The Company has no
securities convertible into its common equity. There is no
common equity that could be sold pursuant to Rule 144 under the
Securities Act or that the Company has agreed to register under
the Securities Act for sale by shareholders. Except for this
offering, there is no common equity that is being, or has been
publicly proposed to be, publicly offered by the Company.
As of June 30, 2000, there were 2,500,000 shares of common
stock outstanding, held by two shareholders of record. Upon
effectiveness of the registration statement that includes this
prospectus, all of the Companys outstanding shares will be
eligible for sale.
To date the Company has not paid any dividends on its common
stock and does not expect to declare or pay any dividends on its
common stock in the foreseeable future. Payment of any dividends
will depend upon the Companys future earnings, if any, its
financial condition, and any other factors as deemed relevant by
the Board of Directors.

EXECUTIVE COMPENSATION
The Companys officers and directors do not receive any
compensation for their services rendered to the Company, have not
received such compensation in the past, and are not accruing any
compensation pursuant to any agreement with the Company.

The officers and directors of the Company will not receive
any finders fee, either directly or indirectly, as a result of
their efforts to implement the Companys business plan outlined
herein. However, the officers and directors of the Company
anticipate receiving benefits as shareholders of the Company.

No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.

FINANCIAL STATEMENTS

Chocolate Bayou Scientific Inc.
(A Development Stage Company)

Index
Independent Auditors Report F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Cash Flows F-4
Statement of Stockholders Equity F-5
Notes to the Financial
Statements F-6 to F-7

Elliott Tulk Pryce Anderson
Chartered Accountants

Suite 1101
750 West Pender St.
Vancouver, BC
Canada V6C 2T8
Tel: 604/684C5357
Fax: 604/684C0187
E-Mail: [email protected]
www.etpa.bc.ca
A Partnership of Incorporated Professionals
Robin A.W. Elliott, FCA
Don M. Prest, CA
Barrie C. Anderson, CA
Keith S. Elliott, CA
Lisa M. Humer, CA

Independent Auditors Report

To the Board of Directors
Chocolate Bayou Scientific Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Chocolate Bayou
Scientific Inc. (A Development Stage Company) as of June 30, 2000 and
the related statements of operations, stockholders equity and cash flows
for the period from August 18,1999 (Date of Inception) to June 30, 2000.
These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit in accordance with U.S. 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 audit provides a
reasonable basis for our opinion. In our opinion, the aforementioned financial
statements present fairly, in all material respects, the financial position of
Chocolate Bayou Scientific Inc. (A Development Stage Company), as of June 30,
2000 and the results of its operations and its cash flows for the period from
August 18, 1999 (Date of Inception) to June 30, 2000 in conformity with U.S.
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has not generated any revenues or conducted
any operations since inception. These factors raise substantial doubt about the
Companys ability to continue as a going concern.
Managements plans in regard to these matters are also discussed in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Elliott, Tulk, Pryce, Anderson
CHARTERED ACCOUNTANTS
Vancouver, Canada
July 5, 2000

(The accompanying notes are an integral
part of the financial statements)

Chocolate Bayou Scientific Inc.
(A Development Stage Company)

Balance Sheet
(expressed in U.S. dollars)

June 30,
2000
$

Assets
License (Note 3) -
Liabilities and Stockholders Equity

Current Liabilities

Accounts payable 1,200
Accrued offering costs 12,000

13,200
Contingent Liability (Note 1)

Stockholders Equity
Common Stock, 25,000,000 shares authorized with a par value
of $.001; 2,500,000 shares issued and outstanding 2500
Additional Paid-in Capital 75

2,575

Deficit Accumulated During the Development Stage (15,775)

(13,200)

Chocolate Bayou Scientific Inc.
(A Development Stage Company)
Statement of Operations
(expressed in U.S. dollars)

From
August 18, 1999
(Date of Inception)
to June 30, 2000

Revenues -

Expenses

Offering costs 12,000
Organization expenses 2,575
Transfer agent 1,200

15,775

Net Loss (15,775)

(The accompanying notes are an integral
part of the financial statements)

Chocolate Bayou Scientific Inc.
(A Development Stage Company)
Statement of Cash Flows
(expressed in U.S. dollars)

From August 18, 1999
(Date of Inception)
to June 30, 2000

Cash Flows to Operating Activities
Net loss (15,775)
Non cash items
Expenses not paid with cash 2,575
Accounts payable 1,200
Accrued offering costs 12,000

Net Cash Used by Operating Activities -

Cash Flows from Financing Activities
Increase in shares issued -

Net Cash Provided by Financing Activities -

Change in cash -

Cash - beginning of period -

Cash - end of period -

Non-Cash Financing Activities

A total of 2,500,000 shares were issued at
a fair market value of $0.001 per share for
organization expenses 2,500

Organization expenses paid for by a director
for no consideration treated as additional
paid in capital 75

2,575

Supplemental Disclosures

Interest paid -
Income tax paid -

Chocolate Bayou Scientific Inc.
(A Development Stage Company)
Statement of Stockholders Equity
From August 18, 1999 (Date of Inception) to June 30, 2000
(expressed in U.S. dollars)

Deficit
Accumulated
Additional During the
Common Stock Paid-in development
Shares Amount Capital Total Stage

<S> <C> <C> <C> <C> <C>
Balance - August 18, 1999
(Date of Inception) - - - - -

Stock issued for $2,500 of
organizational expenses 2500000 2,500 - 2,500 -
Additional paid in capital for
organizational expenses incurred
by a director on behalf
of the Company - - 75 75 -

Net loss for the period - - - - (15,775)

Balance - June 30, 2000 2500000 2,500 75 2,575 (15,775)

</TABLE>

Chocolate Bayou Scientific Inc.
(A Development Stage Company)

Notes to the Financial Statements
(expressed in U.S. dollars)

1. Development Stage Company

Chocolate Bayou Scientific Inc. herein (the Company) was incorporated
in the State of Nevada, U.S.A. on August 18, 1999.
The Company acquired a license to market and distribute vitamins,
minerals, nutritional supplements, and other health and fitness products
in the State of South Texas. The grantor of the license offers these products
for sale from various suppliers on their Web Site.

In a development stage company, management devotes most of its
activities in investigating business opportunities.
Planned principal activities have not yet begun. The ability of the
Company to emerge from the development stage with respect to any planned
principal business activity is dependent upon its successful efforts to raise
additional equity financing and find an appropriate merger candidate.
There is no guarantee that the Company will be able to raise any equity
financing or find an appropriate merger candidate. There is substantial doubt
regarding the Companys ability to continue as a going concern.

2. Summary of Significant Accounting Policies

(a) Year end

The Companys fiscal year end is June 30.

(b) Licenses

Costs to acquire licenses are capitalized as incurred. These costs
will be amortized on a straight-line basis over their remaining estimated
useful lives.

The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.

(d) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the periods.
Actual results could differ from those estimates.

3. License

The Company acquired a license at no cost to market vitamins,
minerals, nutritional supplements and other health and fitness products through
the Grantors Web Site. The Company desires to market these products to
medical practitioners, alternative health professionals, martial arts studios
and instructors, sports and fitness trainers, other health and fitness
practitioners, school and other fund raising programs and other similar types of
customers in Southern Texas. The license was acquired on February 14, 2000 for a
term of three years. The Company must pay an annual fee of $500 for
maintenance of the Grantors Web Site commencing on the anniversary date. The
Grantor of the license retains 10% of the gross sales.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

Elliott, Tulk, Pryce, Anderson has served as the Companys
independent auditor since inception, and the Company has not had
any dispute with it over accounting or financial disclosure.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Companys Articles of Incorporation provide for
indemnification of its directors, officers, employees and agents,
under certain circumstances, against attorneys fees and other
expenses incurred by them in any litigation to which they become
a party arising from their association with, or their activities
on behalf of, the Company. The Company will also bear the expense
of such litigation for any of its directors, officers, employees
or agents, upon such persons promise to repay the Company
therefor if it is ultimately determined that any such person
shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures
by the Company.

RECENT SALES OF UNREGISTERED SECURITIES.
On April 1, 2000 the initial directors of the Company caused
the Company to sell 1,250,000 shares each to David C. Smith and
Brian F. Griffith for $1,250 each in reimbursed expenses.

EXHIBITS

Exhibit 3.1 -- Articles of Incorporation

ARTICLES OF INCORPORATION

Chocolate Bayou Scientific Inc.

The undersigned natural person of the age of eighteen
years or more, acting as incorporator of a corporation under and
pursuant to the laws of the State of Nevada, hereby adopts the
following Articles of Incorporation for such corporation:

ARTICLE I

The name of the corporation is Chocolate Bayou Scientific Inc.

ARTICLE II

The principal office of this corporation is to be at 50
West Liberty Street, Suite 880, Reno 89501, State of Nevada. The
registered office of this corporation is the same as its
principal office. The Nevada Agency and Trust Company is hereby
named as Resident Agent of this corporation and in charge of its
said office in Nevada.

ARTICLE III

The nature of the business, objects and purposes to be
transacted, promoted, or carried on by the corporation are:

A. To conduct any lawful business, to promote any lawful
purpose, and to engage in any lawful act or activity for which
corporations maybe organized under the General Corporation Law
of the State of Nevada and to act in every kind of fiduciary
capacity. and generally to do all things necessary or
convenient which are incident to or which a natural person might
or could do.

B. To purchase, receive, take by grant, gift, devise,
bequest, or otherwise. lease, or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with real or
personal property, or any interest therein, wherever situated,
and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of its property
and assets, or any interests therein, wherever situated.

C. To engage generally in the real estate business as
principal, and in any lawful capacity, and generally to take,
lease, purchase, or otherwise acquire, and to own, use, hold,
sell, convey, exchange, lease, mortgage, work, clear, improve,
develop, divide, and otherwise handle, manage, operate, deal in
and dispose of mining claims, oil leases, oil and gas wells,
real estate, real property, lands, multiple-dwelling structures,
houses, buildings and other works and any interest or right
therein; to take, lease, purchase or otherwise handle or
acquire, and to own, use, hold, sell, convey, exchange, hire, lease,
pledge, mortgage, and otherwise handle, and deal in and dispose
of, as principal agent or in any lawful capacity, such personal
property, chattels, chattels real, rights, easements,
privileges, causes in action, notes, bonds, mortgages, and securities
as may lawfully be acquired, held or disposed of and to acquire,
purchase, sell, assign, transfer, dispose of and generally deal
in and with as principal, agent, broker, and in any lawful
capacity, mortgages and other interests in real, personal, and
mixed properties; to carry on a general oil exploration, mining
exploration and management business as principal, agent,
representative, contractor, sub-contractor, and in any other
lawful capacity. To manufacture, purchase or acquire in any
lawful manner and to hold, own, mortgage, pledge, sell,
transfer, or in any manner dispose of, and to deal and trade in goods,
wares, merchandise, and property of any and every class and
description, and in any part of the world.

D. To apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise acquire, and to hold, own,
use, operate, develop, enjoy, turn to account, grant licenses
and immunities in respect of, manufacture under and to introduce,
sell, assign, mortgage, pledge or otherwise dispose of and, in
any manner deal with and contract with reference to:

1. Inventions, devices, formulas, processes, improvements
and modifications thereof;

2. Letters patent, patent rights, patented processes,
rights, designs, and similar rights, trademarks, trade
names, trade symbols and other indications or origin and
ownership granted by or recognized under the laws of the
United States of America, any state or subdivision
thereof, and any commonwealth, territory, possession,
dependency, colony, possession agency or instrumentality
of the United States of America and of any foreign
country, and all rights connected therewith or
appertaining thereto.

3. Franchises, licenses, grants and concessions.

A. To make, enter into, perform and carry out contracts of
every kind and description with any person, firm, association,
corporation or government or agency or instrumentality thereof.

B. To lend money in furtherance of its corporate purposes
and to invest and reinvest its funds from time to time to such
extent, to such persons, firms, associations, corporations,
governments or agencies or instrumentalities thereof, and on
such terms and on such security, if any, as the Board of Directors
of the corporation may determine and direct any officer to
complete.

C. To borrow money without limit as to amount and at such
rates of interest as it may determine; from time to time to
issue and sell its own securities, including its shares of stock,
notes, bonds, debentures, and other obligations, in such
amounts, on such terms and conditions, for such purposes and for such
prices, now or hereafter permitted by the laws of the State of
Nevada and by the Board of Directors of the corporation as they
may determine; and to secure any of its obligations by
mortgage, pledge or other encumbrance of any or all of its property,
franchises and income.

D. To be a promoter or manager of other corporations of
any type or kind; and to participate with others in any
corporation, partnership, limited partnership, joint venture, or other
association of any kind, or in any transaction, undertaking or
arrangement which the corporation would have power to conduct
by itself, whether or not such participation involves sharing or
delegation of control with or to others.

E. To promote and exercise all or any part of the
foregoing purposes and powers in and all parts of the world, and to
conduct its business in all or any branches in any lawful capacity.

The foregoing enumeration of specific purposes and powers
shall not be held to limit or restrict in any manner the
purposes and powers of the corporation by references to or
inference from the terms or provisions of any other
clause, but shall be regarded as independent purposes.

ARTICLE IV

The aggregate number of shares which the corporation shall
have authority to issue is twenty-five million shares of common
stock having a par value of $0.001 each.

No shareholder of the corporation shall have the right of
cumulative voting at any election of directors or upon any other
matter.

No holder of securities of the corporation shall be
entitled as a matter of right, preemptive or otherwise, to
subscribe for or purchase any securities of the corporation now
or hereafter authorized to be issued, or securities held in the
treasury of the corporation, whether issued or sold for cash or
other consideration or as a share dividend or otherwise. Any
such securities may be issued or disposed of by the board of
directors to such persons and on such terms as in its discretion
it shall deem advisable.

ARTICLE V

Any action required to, or that may, be taken at any
annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such
action at a meeting at which the holders of all shares entitled
to vote on the action were present and voted.

ARTICLE VI

The members of the governing board shall be styled DIRECTORS and
the number of such Directors shall be not less than one (l), or
more than five (5). The first board of directors shall be 2.
Members whose names and post office addresses are as follows:

J.P. Beehner
PO Box 2370
Alvin TX 77512-2370

Dorothy A. Mortenson

PO Box 5034
Alvin TX 77512-5034

ARTICLE VII

The initial number of stockholders will be 2. Additional
stockholders may be obtained. The number of directors may be
changed as provided in N.R.S. 78.330.

ARTICLE VIII

A. No director of the corporation shall be liable to the
corporation or any of its shareholders for monetary damages for
an act or omission in the directors capacity as a director,
except that this Article VIII shall not authorize the elimination
or limitation of liability of a director of the corporation to
the extent the director is found liable for: (i) a breach of such
directors duty of loyalty to the corporation or its
shareholders; (ii) an act or omission not in good faith that
constitutes a breach of duty of such director to the corporation
or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which such
director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the directors
office; or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute.

B. The capital stock of this corporation after the amount of
the subscription price or par value has been paid in, shall not
be subject to assessment to pay debts of this corporation and no
stock issued as fully paid up shall ever be assessable or
assessed and the Articles of Incorporation shall not be amended
in this particular.
ARTICLE IX
This corporation is to have perpetual existence.
Dorothy A. Mortenson, the undersigned, being the original
incorporator for the purpose of forming a corporation to do
business both within and without the state of Nevada, and in
pursuance of the General Corporation Law of the State of Nevada,
effective March 31, 1925 and as subsequently amended do make and
file this certificate, hereby declaring and certifying that the
facts herein above stated are true.
This ________ day of __________________, 19____.

Address:
PO Box 5034
Alvin TX 77512-5034

On ________________________________, 19___ before me, the
undersigned,
a Notary Public in and for said State, personally appeared
__________________
______________________________ to me known to be the person whose
name
is subscribed to the within instrument and acknowledged to me
that he executed the same.

WITNESS my hand and official seal.

Exhibit 3.2 -- By-laws

BYLAWS OF

Chocolate Bayou Scientific Inc.

CONTENTS OF INITIAL BYLAWS

ARTICLE PAGE

1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions 4
1.02 Registered Agent or Office-Requirement
of Filing Changes with Secretary of State 4
1.03 Initial Business Office 4
1.04 Amendment of Bylaws 4

2.00 DIRECTORS AND DIRECTORS MEETINGS
2.01 Action Without Meeting 5
2.02 Telephone Meetings 5
2.03 Place of Meetings 5
2.04 Regular Meetings 5
2.05 Call of Special Meeting 5
2.06 Quorum 6
2.07 Adjournment-Notice of Adjourned Meetings 6
2.08 Conduct of Meetings 6
2.09 Powers of the Board of Directors 6
2.10 Board Committees-Authority to Appoint 7
2.11 Transactions with Interested Directors 7
2.12 Number of Directors 7
2.13 Term of Office 7
2.14 Removal of Directors 8
2.15 Vacancies 8
2.15(a) Declaration of Vacancy 8
2.15(b) Filling Vacancies by Directors 8
2.15(c) Filling Vacancies by Shareholders 8
2.16 Compensation 9
2.17 Indemnification of Directors and Officers 9
2.18 Insuring Directors, Officers, and Employees 9

ARTICLE PAGE

3.00 SHAREHOLDERS MEETINGS
3.01 Action Without Meeting 9
3.02 Telephone Meetings 9
3.03 Place of Meetings 10
3.04 Notice of Meetings 10
3.05 Voting List 10
3.06 Votes per Share 11
3.07 Cumulative Voting 11
3.08 Proxies 11
3.09 Quorum 11
3.09(a) Quorum of Shareholders 11
3.09(b) Adjourn for Lack or Loss of Quorum 12
3.10 Voting by Voice or Ballot 12
3.11 Conduct of Meetings 12
3.12 Annual Meetings 12
3.13 Failure to Hold Annual Meeting 12
3.14 Special Meetings 13

4.00 OFFICERS
4.01 Title and Appointment 13
4.01(a) Chairman 13
4.01(b) President 13
4.01(c) Vice President 14
4.01(d) Secretary 14
4.01(e) Treasurer 15
4.01(f) Assistant Secretary or
Assistant Treasurer 15
4.02 Removal and Resignation 15
4.03 Vacancies 16
4.04 Compensation 16

5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization 16
5.02 Execution of Certain Instruments 16

6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares 17
6.02 Certificates for Fully Paid Shares 17
6.03 Consideration for Shares 17
6.04 Replacement of Certificates 17
6.05 Signing Certificates-Facsimile Signatures 17
6.06 Transfer Agents and Registrars 18
6.07 Conditions of Transfer 18
6.08 Reasonable Doubts as to Right to Transfer 18

7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings 18
7.02 Share Register 19
7.03 Corporate Seal 19
7.04 Books of Account 19
7.05 Inspection of Corporate Records 19
7.06 Fiscal Year 20
7.07 Waiver of Notice 20

8.00 ADOPTION OF INITIAL BYLAWS 20

ARTICLE ONE-CORPORATE CHARTER AND BYLAWS

1.01 CORPORATE CHARTER PROVISIONS
The Corporations Charter authorizes Twenty-five Million
(25,000,000) shares to be issued. The officers and transfer agents
issuing shares of the Corporation shall ensure that the total number
of shares outstanding at any given time does not exceed this number.
Such officers and agents shall advise the Board at least annually of
the authorized shares remaining available to be issued. No shares
shall be issued for less than the par value stated in the Charter.
Each Charter provision shall be observed until amended by Restated
Articles or Articles of Amendment duly filed with the Secretary of
State.

1.02 REGISTERED AGENT AND OFFICE-REQUIREMENT OF FILING CHANGES WITH
SECRETARY OF STATE
The address of the Registered Office provided in the Articles of
Incorporation, as duly filed with the Secretary of State for the State
of Nevada is: 50 West Liberty Street, #880, Reno NV 89501.
The name of the Registered Agent of the Corporation at such
address, as set forth in its Articles of Incorporation, is: The Nevada
Agency and Trust Company.
The Registered Agent or Office may be changed by filing a
Statement of Change of Registered Agent or Office or Both with the
Secretary of State, and not otherwise. Such filing shall be made
promptly with each change. Arrangements for each change in Registered
Agent or Office shall ensure that the Corporation is not exposed to
the possibility of a default judgment. Each successive Registered
Agent shall be of reliable character and well informed of the
necessity of immediately furnishing the papers of any lawsuit against
the Corporation to its attorneys.

1.03 INITIAL BUSINESS OFFICE
The address of the initial principal business office of the
Corporation is hereby established as: PO Box 5034, Alvin TX 77512-
5034.
The Corporation may have additional business offices within the
State of Nevada, and where it may be duly qualified to do business
outside of Nevada, as the Board of Directors may from time to time
designate or the business of the Corporation may require.

1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject to any limits
imposed by the Shareholders, may amend or repeal these Bylaws and
adopt new Bylaws. All amendments shall be upon advice of counsel as to
legality, except in emergency. Bylaw changes shall take effect upon
adoption unless otherwise specified. Notice of Bylaws changes shall be
given in or before notice given of the first Shareholders meeting
following their adoption.

ARTICLE TWO-DIRECTORS AND DIRECTORS MEETINGS

2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, and shall have the same
force and effect as a unanimous vote of Directors, if all members of
the Board consent in writing to the action. Such consent may be given
individually or collectively.

2.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by
the Business Corporation Act, Directors may participate in and hold a
meeting by means of conference call or similar communication by which
all persons participating can hear each other. Participation in such a
meeting shall constitute presence in person at such meeting, except
participation for the express purpose of objecting to the transaction
of any business on the ground that the meeting is not lawfully called
or convened.

2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the business
office of the Corporation or at such other place within or without the
State of Nevada as may be designated by the Board.

2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held, without
call or notice, immediately following each annual Shareholders
meeting, and at such other regularly repeating times as the Directors
may determine.

2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any purpose may be
called at any time by the President or, if the President is absent or
unable or refuses to act, by any Vice President or any two Directors.
Written notices of the special meetings, stating the time and place of
the meeting, shall be mailed ten days before, or telegraphed or
personally delivered so as to be received by each Director not later
than two days before, the day appointed for the meeting. Notice of
meetings need not indicate an agenda. Generally, a tentative agenda
will be included, but the meeting shall not be confined to any agenda
included with the notice.
Meetings provided for in these Bylaws shall not be invalid for
lack of notice if all persons entitled to notice consent to the
meeting in writing or are present at the meeting and do not object to
the notice given. Consent may be given either before or after the
meeting.
Upon providing notice, the Secretary or other officer sending
notice shall sign and file in the Corporate Record Book a statement of
the details of the notice given to each Director. If such statement
should later not be found in the Corporate Record Book, due notice
shall be presumed.

2.06 QUORUM
The presence throughout any Directors meeting, or adjournment
thereof, of a majority of the authorized number of Directors shall be
necessary to constitute a quorum to transact any business, except to
adjourn. If a quorum is present, every act done or resolution passed
by a majority of the Directors present and voting shall be the act of
the Board of Directors.

2.07 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors meeting to
meet again at a stated hour on a stated day. Notice of the time and
place where an adjourned meeting will be held need not be given to
absent Directors if the time and place is fixed at the adjourned
meeting. In the absence of a quorum, a majority of the Directors
present may adjourn to a set time and place if notice is duly given to
the absent members, or until the time of the next regular meeting of
the Board.

2.08 CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the Chairman of the
Board, if there is such an officer, and if not, the President, or in
the Presidents absence, a Vice President designated by the President,
or in the absence of such designation, a Chairman chosen by a majority
of the Directors present, shall preside. The Secretary of the
Corporation shall act as Secretary of the Board of Directors
meetings. When the Secretary is absent from any meeting, the Chairman
may appoint any person to act as Secretary of that meeting.

2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all corporate
powers shall be exercised by or under authority of the Board of
Directors, subject to limitations imposed by law, the Articles of
Incorporation, any applicable Shareholders agreement, and these
Bylaws.

2.10 BOARD COMMITTEES-AUTHORITY TO APPOINT
The Board of Directors may designate an executive committee and
one or more other committees to conduct the business and affairs of
the Corporation to the extent authorized. The Board shall have the
power at any time to change the powers and membership of, fill
vacancies in, and dissolve any committee. Members of any committee
shall receive such compensation as the Board of Directors may from
time to time provide. The designation of any committee and the
delegation of authority thereto shall not operate to relieve the Board
of Directors, or any member thereof, of any responsibility imposed by
law.

2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the Corporation and any
of its Directors (or any corporation or firm in which any of its
Directors are directly or indirectly interested) shall be valid for
all purposes notwithstanding the presence of that Director at the
meeting during which the contract or transaction was authorized, and
notwithstanding the Directors participation in that meeting. This
section shall apply only if the contract or transaction is just and
reasonable to the Corporation at the time it is authorized and
ratified, the interest of each Director is known or disclosed to the
Board of Directors, and the Board nevertheless authorizes or ratifies
the contract or transaction by a majority of the disinterested
Directors present. Each interested Director is to be counted in
determining whether a quorum is present, but shall not vote and shall
not be counted in calculating the majority necessary to carry the
vote. This section shall not be construed to invalidate contracts or
transactions that would be valid in its absence.

2.12 NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be 2. No
Director need be a resident of Nevada or a Shareholder. The number of
Directors may be increased or decreased from time to time by amendment
to these Bylaws. Any decrease in the number of Directors shall not
have the effect of shortening the tenure which any incumbent Director
would otherwise enjoy.

2.13 TERM OF OFFICE
Directors shall be entitled to hold office until their successors
are elected and qualified. Election for all Director positions, vacant
or not vacant, shall occur at each annual meeting of the Shareholders
and may be held at any special meeting of Shareholders called
specifically for that purpose.

2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be
removed from office by a vote of Shareholders holding a majority of
the outstanding shares entitled to vote at an election of Directors.
However, if less than the entire Board is to be removed, no one of the
Directors may be removed if the votes cast against his removal would
be sufficient to elect him if then cumulatively voted at an election
of the entire Board of Directors. No director may be so removed except
at an election of the class of Directors of which he is a part. If any
or all Directors are so removed, new Directors may be elected at the
same meeting. Whenever a class or series of shares is entitled to
elect one or more Directors under authority granted by the Articles of
Incorporation, the provisions of this Paragraph apply to the vote of
that class or series and not to the vote of the outstanding shares as
a whole.

2.15 VACANCIES
Vacancies on the Board of Directors shall exist upon the
occurrence of any of the following events: (a) the death, resignation,
or removal of any Director; (b) an increase in the authorized number
of Directors; or (c) the failure of the Shareholders to elect the full
authorized number of Directors to be voted for at any annual, regular,
or special Shareholders meeting at which any Director is to be
elected.

2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may declare vacant the
office of a Director if the Director: (a) is adjudged incompetent by a
court order; (b) is convicted of a crime involving moral turpitude;
(c) or fails to accept the office of Director, in writing or by
attending a meeting of the Board of Directors, within thirty (30) days
of notice of election.
2.15(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number of
Directors may be filled temporarily by majority vote of the remaining
Directors, though less than a quorum, or by a sole remaining Director.
Each Director so elected shall hold office until a qualified successor
is elected at a Shareholders meeting.
2.15(c) FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors, including those caused by
an increase in the number of Directors shall be filled by the
Shareholders at the next annual meeting or at a special meeting called
for that purpose. Upon the resignation of a Director tendered to take
effect at a future time, the Board or the Shareholders may elect a
successor to take office when the resignation becomes effective.

2.16 COMPENSATION
Directors shall receive such compensation for their services as
Directors as shall be determined from time to time by resolution of
the Board. Any Director may serve the Corporation in any other
capacity as an officer, agent, employee, or otherwise, and receive
compensation therefor.

2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the Corporation to pay or
reimburse any present or former Director or officer of the Corporation
any costs or expenses actually and necessarily incurred by that
officer in any action, suit, or proceeding to which the officer is
made a party by reason of holding that position, provided, however,
that no officer shall receive such indemnification if finally
adjudicated therein to be liable for negligence or misconduct in
office. This indemnification shall extend to good-faith expenditures
incurred in anticipation of threatened or proposed litigation. The
Board of Directors may in proper cases, extend the indemnification to
cover the good-faith settlement of any such action, suit, or
proceeding, whether formally instituted or not.

2.18 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance on behalf of
any Director, officer, employee, or agent of the Corporation, or on
behalf of any person serving at the request of the Corporation as a
Director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against any
liability asserted against that person and incurred by that person in
any such corporation, whether or not the Corporation has the power to
indemnify that person against liability for any of those acts.

ARTICLE THREE-SHAREHOLDERS MEETINGS

3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the Shareholders
under any provision of the Nevada Business Corporation Act may be
taken without a meeting if authorized by a consent or waiver filed
with the Secretary of the Corporation and signed by the holders of 51%
of shares which would be entitled to vote on that action at a
Shareholders meeting. Each such signed consent or waiver, or a true
copy thereof, shall be placed in the Corporate Record Book.

3.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by
the Business Corporation Act, Shareholders may participate in and hold
a meeting by means of conference call or similar communication by
which all persons participating can hear each other. Participation in
such a meeting shall constitute presence in person at such meeting,
except participation for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened.

3.03 PLACE OF MEETINGS
Shareholders meetings shall be held at the business office of the
Corporation, or at such other place within or without the State of
Nevada as may be designated by the Board of Directors or the
Shareholders.

3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or persons calling a
Shareholders Meeting. shall give notice, or cause it to be given, in
writing to each Director and to each Shareholder entitled to vote at
the meeting at least ten (10) but not more than sixty (60) days before
the date of the meeting. Such notice shall state the place, day, and
hour of the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called. Such written notice may be
given personally, by mail, or by other means. Such notice shall be
addressed to each recipient at such address as appears on the Books of
the Corporation or as the recipient has given to the Corporation for
the purpose of notice. Meetings provided for in these Bylaws shall not
be invalid for lack of notice if all persons entitled to notice
consent to the meeting in writing or are present at the meeting in
person or by proxy and do not object to the notice given, Consent may
be given either before or after the meeting. Notice of the reconvening
of an adjourned meeting is not necessary unless the meeting is
adjourned more than thirty days past the date stated in the notice, in
which case notice of the adjourned meeting shall be given as in the
case of any special meeting. Notice may be waived by written waivers
signed either before or after the meeting by all persons entitled to
the notice.

3.05 VOTING LIST
At least ten (10), but not more than sixty (60), days before each
Shareholders meeting, the officer or agent having charge of the
Corporations share transfer books shall make a complete list of the
Shareholders entitled to vote at that meeting or any adjournment
thereof, arranged in alphabetical order, with the address and the
number of shares held by each. The list shall be kept on file at the
Registered Office of the Corporation for at least ten (10) days prior
to the meeting, and shall be subject to inspection by any Director,
officer, or Shareholder at any time during usual business hours. The
list shall also be produced and kept open at the time and place of the
meeting and shall be subject, during the whole time of the meeting, to
the inspection of any Shareholder. The original share transfer books
shall be prima facie evidence as to the Shareholders entitled to
examine such list or transfer books or to vote at any meeting of
Shareholders. However, failure to prepare and to make the list
available in the manner provided above shall not affect the validity
of any action taken at the meeting.

3.06 VOTES PER SHARE
Each outstanding share, regardless of class, shall be entitled to
one (1) vote on each matter submitted to a vote at a meeting of
Shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied pursuant to the
Articles of Incorporation. A Shareholder may vote in person or by
proxy executed in writing by the Shareholder, or by the Shareholders
duly authorized attorney-in-fact.

3.07 CUMULATIVE VOTING
Subject to any limitation stated in the Articles of
Incorporation, every Shareholder entitled to vote at any election of
Directors may cumulate votes. For this purpose, each Shareholder shall
have a number of votes equal to the number of Directors to be elected
multiplied by the number of votes to which the Shareholders shares are
entitled. The Shareholder may cast all these votes for one candidate
or may distribute the votes among any number of candidates. The
candidates receiving the highest number of votes are elected, up to
the number of vacancies to be filled. No Shareholder may cumulate
votes unless that Shareholder gives written notice of his or her
intention to do so to the Secretary of the Corporation on or before
the day preceding the election at which the votes will be cumulated.
If any Shareholder gives written notice as provided above, all
Shareholders may cumulate their votes.

3.08 PROXIES
A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or his or her duly authorized attorney in
fact. Unless otherwise provided in the proxy or by law, each proxy
shall be revocable and shall not be valid after eleven (11) months
from the date of its execution.

3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted on, the presence (in
person or by proxy) of the persons who are entitled to vote a majority
of the outstanding voting shares on that matter shall constitute the
quorum necessary for the consideration of the matter at a Shareholders
meeting. The vote of the holders of a majority of the shares entitled
to vote on the matter and represented at a meeting at which a quorum
is present shall be the act of the Shareholders meeting.

3.09(b) ADJOURNMENT FOR LACK OR LOSS OF QUORUM
No business may be transacted in the absence of a quorum, or upon
the withdrawal of enough Shareholders to leave less than a quorum,
other than to adjourn the meeting from time to time by the vote of a
majority of the shares represented at the meeting.

3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot unless a
Shareholder demands election by ballot before the voting begins.

3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired by the President,
or, in the Presidents absence, a Vice President designated by the
President, or, in the absence of such designation, any other person
chosen by a majority of the Shareholders of the Corporation present in
person or by proxy and entitled to vote. The Secretary of the
Corporation, or, in the Secretarys absence, an Assistant Secretary,
shall act as Secretary of all meetings of the Shareholders. In the
absence of the Secretary or Assistant Secretary, the Chairman shall
appoint another person to act as Secretary of the meeting.

3.12 ANNUAL MEETINGS
The time, place, and date of the annual meeting of the
Shareholders of the Corporation, for the purpose of electing Directors
and for the transaction of any other business as may come before the
meeting, shall be set from time to time by a majority vote of the
Board of Directors. If the day fixed for the annual meeting shall be
on a legal holiday in the State of Nevada, such meeting shall be held
on the next succeeding business day. If the election of Directors is
not held on the day thus designated for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the Shareholders as soon thereafter
as possible.

3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual Shareholders Meeting is
not held, any Shareholder may apply to a court of competent
jurisdiction in the county in which the principal office of the
Corporation is located for a summary order that an annual meeting be
held.

3.14 SPECIAL MEETINGS
A special Shareholders meeting may be called at any time by. (a)
the President; (b) the Board of Directors; or (c) one or more
Shareholders holding in the aggregate one-tenth or more of all the
shares entitled to vote at the meeting. Such meeting may be called for
any purpose. The party calling the meeting may do so only by written
request sent by registered mail or delivered in person to the
President or Secretary. The officer receiving the written request
shall within ten (10) days from the date of its receipt cause notice
of the meeting to be sent to all the Shareholders entitled to vote at
such a meeting. If the officer does not give notice of the meeting
within ten (10) days after the date of receipt of the written request,
the person or persons calling the meeting may fix the time of the
meeting and give the notice. The notice shall be sent pursuant to
Section 3.04 of these Bylaws. The notice of a special Shareholders
meeting must state the purpose or purposes of the meeting and, absent
consent of every Shareholder to the specific action taken, shall be
limited to purposes plainly stated in the notice, notwithstanding
other provisions herein.

ARTICLE FOUR-OFFICERS

4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a President and a
Secretary, as required by law. The Corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or
more Vice Presidents, a Treasurer, one or more Assistant Secretaries,
and one or more Assistant Treasurers. Any two or more offices,
including President and Secretary, may be held by one person. All
officers shall be elected by and hold office at the pleasure of the
Board of Directors, which shall fix the compensation and tenure of all
officers.

4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an officer, shall, if
present, preside at the meetings of the Board of Directors and
exercise and perform such other powers and duties as may from time to
time be assigned to the Chairman by the Board of Directors or
prescribed by these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if any, as may be given to
the Chairman, if there is one, by the Board of Directors, the
President shall be the chief executive officer of the Corporation and
shall, subject to the control of the Board of Directors, have general
supervision direction, and control of the business and officers of the
Corporation. The President shall have the general powers and duties of
management usually vested in the office of President of a corporation;
shall have such other powers and duties as may be prescribed by the
Board of Directors or the Bylaws; and shall be ex officio a member of
all standing committees, including the executive committee, if any. In
addition, the President shall preside at all meetings of the
Shareholders and in the absence of the Chairman, or if there is no
Chairman, at all meetings of the Board of Directors.

4.01(c) VICE PRESIDENT
Any Vice President shall have such powers and perform such duties
as from time to time may be prescribed by these Bylaws, by the Board
of Directors, or by the President. In the absence or disability of the
President, the senior or duly appointed Vice President, if any, shall
perform all the duties of the President, pending action by the Board
of Directors when so acting, such Vice President shall have all the
powers of, and be subject to all the restrictions on, the President.

4.01(d) SECRETARY
The Secretary shall:
(1) See that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law. In case of the
absence or disability of the Secretary. or the Secretarys refusal or
neglect to act, notice may be given and served by an Assistant
Secretary or by the Chairman, the President, any Vice President, or by
the Board of Directors.
(2) Keep the minutes of corporate meetings, and the Corporate
Record Book, as set out in Section 7.01 hereof.
(3) Maintain, in the Corporate Record Book, a record of all
share certificates issued or canceled and all shares of the
Corporation canceled or transferred.
(4) Be custodian of the Corporations records and of any seal
which the Corporation may from time to time adopt. when the
Corporation exercises its right to use a seal, the Secretary shall see
that the seal is embossed on all share certificates prior to their
issuance and on all documents authorized to be executed under seal in
accordance with the provisions of these Bylaws.
(5) In general, perform all duties incident to the office of
Secretary, and such other duties as from time to time may be required
by Sections 7.01, 7.02, and 7.03 of these Bylaws, by these Bylaws
generally, by the Board of Directors, or by the President.

4.01(e) TREASURER
The Treasurer shall:
(1) Have charge and custody of, and be responsible for, all
funds and securities of the Corporation, and deposit all funds in the
name of the Corporation in those banks, trust companies, or other
depositories that shall be selected by the Board of Directors.
(2) Receive, and give receipt for, monies due and payable to the
Corporation.
(3) Disburse or cause to be disbursed the funds of the
Corporation as may be directed by the Board of Directors, taking
proper vouchers for those disbursements.
(4) If required by the Board of Directors or the President, give
to the Corporation a bond to assure the faithful performance of the
duties of the Treasurers office and the restoration to the Corporation
of all corporate books, papers, vouchers, money, and other property of
whatever kind in the Treasurers possession or control, in case of the
Treasurers death, resignation, retirement, or removal from office.
Any such bond shall be in a sum satisfactory to the Board of
Directors, with one or more sureties or a surety company satisfactory
to the Board of Directors.
(5) In general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned
to the Treasurer by Sections 7.O4 and 7.05 of these Bylaws, by these
Bylaws generally, by the Board of Directors, or by the President.

4.01(f) ASSISTANT SECRETARY AND ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall have such
powers and perform such duties as the Secretary or Treasurer,
respectively, or as the Board of Directors or President may prescribe.
In case of the absence of the Secretary or Treasurer, the senior
Assistant Secretary or Assistant Treasurer, respectively, may perform
all of the functions of the Secretary or Treasurer.

4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by vote
of a majority of the Directors at any regular or special meeting of
the Board, or, except in case of an officer chosen by the Board of
Directors, by any committee or officer upon whom that power of removal
may be conferred by the Board of Directors. Such removal shall be
without prejudice to the contract rights, if any, of the person
removed. Any officer may resign at any time by giving written notice
to the Board of Directors, the President, or the Secretary of the
Corporation. Any resignation shall take effect on the date of the
receipt of that notice or at any later time specified therein, and,
unless otherwise specified therein, the acceptance of that resignation
shall not be necessary to make it effective.

4.03 VACANCIES
Upon the occasion of any vacancy occurring in any office of the
Corporation, by reason of death, resignation, removal, or otherwise,
the Board of Directors may elect an acting successor to hold office
for the unexpired term or until a permanent successor is elected.

4.04 COMPENSATION
The compensation of the officers shall be fixed from time to time
by the Board of Directors, and no officer shall be prevented from
receiving a salary by reason of the fact that the officer is also a
Shareholder or a Director of the Corporation, or both.

ARTICLE FIVE-AUTHORITY TO EXECUTE INSTRUMENTS

5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the execution of
instruments. The Board of Directors, except as otherwise provided in
these Bylaws, may additionally authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances. Unless
expressly authorized by these Bylaws or the Board of Directors, no
officer, agent, or employee shall have any power or authority to bind
the Corporation by any contract or engagement nor to pledge its credit
nor to render it pecuniarily liable for any purpose or in any amount.

5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory notes, deeds,
deeds of trust, mortgages, pledges, and other evidences of
indebtedness of the Corporation, other corporate documents, and
certificates of ownership of liquid assets held by the Corporation
shall be signed or endorsed by the President or any Vice President and
by the Secretary or the Treasurer, unless otherwise specifically
determined by the Board of Directors or otherwise required by law.

ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES

6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes or series of
shares, or both. Any of these classes or series may have full,
limited, or no voting rights, and may have such other preferences,
rights, privileges, and restrictions as are stated or authorized in
the Articles of Incorporation. All shares of any one class shall have
the same voting, conversion, redemption, and other rights,
preferences, privileges, and restrictions, unless the class is divided
into series, If a class is divided into series, all the shares of any
one series shall have the same voting, conversion, redemption, and
other. rights, preferences, privileges, and restrictions. There shall
always be a class or series of shares outstanding that has complete
voting rights except as limited or restricted by voting rights
conferred on some other class or series of outstanding shares.

6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing shares may be issued
by the Corporation until the full amount of the consideration has been
received. When the consideration has been paid to the Corporation, the
shares shall be deemed to have been issued and the certificate
representing the shares shall be issued to the shareholder.

6.03 CONSIDERATION FOR SHARES
Shares may be issued for such consideration as may be fixed from
time to time by the Board of Directors, but not less than the par
value stated in the Articles of Incorporation. The consideration paid
for the issuance of shares shall consist of money paid, labor done, or
property actually received, and neither promissory notes nor the
promise of future services shall constitute payment nor partial
payment for shares of the Corporation.

6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be issued until the former
certificate for the shares represented thereby shall have been
surrendered and canceled, except that replacements for lost or
destroyed certificates may be issued, upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity.

6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by the officer(s)
designated by the Board of Directors. The signatures of the foregoing
officers may be facsimiles. If the officer who has signed or whose
facsimile signature has been placed on the certificate has ceased to
be such officer before the certificate issued, the certificate may be
issued by the Corporation with the same effect as if he or she were
such officer on the date of its issuance.

6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, at such times and places
as the requirements of the Corporation may necessitate and the Board
of Directors may designate. Each registrar appointed, if any, shall be
an incorporated bank or trust company, either domestic or foreign.

6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof as regards the
Corporation, provided that whenever any transfer of shares shall be
made for collateral security, and not absolutely, and prior written
notice thereof shall be given to the Secretary of the Corporation, or
to its transfer agent, if any, such fact shall be stated in the entry
of the transfer.

6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and there is reasonable
doubt as to the right of the person seeking the transfer, the
Corporation or its transfer agent, before recording the transfer of
the shares on its books or issuing any certificate therefor, may
require from the person seeking the transfer reasonable proof of that
persons right to the transfer. If there remains a reasonable doubt of
the right to the transfer, the Corporation may refuse a transfer
unless the person gives adequate security or a bond of indemnity
executed by a corporate surety or by two individual sureties
satisfactory to the Corporation as to form, amount, and responsibility
of sureties. The bond shall be conditioned to protect the Corporation,
its officers, transfer agents, and registrars, or any of them, against
any loss, damage, expense, or other liability for the transfer or the
issuance of a new certificate for shares.

ARTICLE SEVEN-CORPORATE RECORDS AND ADMINISTRATION

7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal office, or such other
place as the Board of Directors may order, a book recording the
minutes of all meetings of its Shareholders and Directors, with the
time and place of each meeting, whether such meeting was regular or
special, a copy of the notice given of such meeting, or of the written
waiver thereof, and, if it is a special meeting, how the meeting was
authorized. The record book shall further show the number of shares
present or represented at Shareholders meetings, and the names of
those present and the proceedings of all meetings.

7.02 SHARE REGISTER
The Corporation shall keep at the principal office, or at the
office of the transfer agent, a share register showing the names of
the Shareholders, their addresses, the number and class of shares
issued to each, the number and date of issuance of each certificate
issued for such shares, and the number and date of cancellation of
every certificate surrendered for cancellation. The above information
may be kept on an information storage device such as a computer,
provided that the device is capable of reproducing the information in
clearly legible form. If the Corporation is taxed under Internal
Revenue Code Section 1244 or Subchapter S, the Officer issuing shares
shall maintain the appropriate requirements regarding issuance.

7.03 CORPORATE SEAL
The Board of Directors may at any time adopt, prescribe the use
of, or discontinue the use of, such corporate seal as it deems
desirable, and the appropriate officers shall cause such seal to be
affixed to such certificates and documents as the Board of Directors
may direct.

7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct and adequate accounts of
its properties and business transactions, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus, and shares. The corporate bookkeeping procedures shall
conform to accepted accounting practices for the Corporations business
or businesses. subject to the foregoing, The chart of financial
accounts shall be taken from, and designed to facilitate preparation
of, current corporate tax returns. Any surplus, including earned
surplus, paid-in surplus, and surplus arising from a reduction of
stated capital, shall be classed by source and shown in a separate
account. If the Corporation is taxed under Internal Revenue Code
Section 1244 or Subchapter S, the officers and agents maintaining the
books of account shall maintain the appropriate requirements.

7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to examine the Corporations
books or records may be required to first sign an affidavit that the
demanding party will not directly or indirectly participate in
reselling the information and will keep it confidential other than in
use for proper purposes reasonably related to the Directors or
Shareholders role. A Director who insists on examining the records
while refusing to sign this affidavit thereby resigns as a Director.

7.06 FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the
Board of Directors and approved by the Internal Revenue Service. The
Treasurer shall forthwith arrange a consultation with the Corporations
tax advisers to determine whether the Corporation is to have a fiscal
year other than the calendar year. If so, the Treasurer shall file an
election with the Internal Revenue Service as early as possible, and
all correspondence with the IRS, including the application for the
Corporations Employer Identification Number, shall reflect such non-
calendar year election.

7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws may be waived by
execution of a written waiver of notice executed by the person
entitled to the notice. The waiver may be signed before or after the
meeting.

ARTICLE VIII ADOPTION OF INITIAL BYLAWS
The foregoing bylaws were adopted by the Board of Directors on
August 19, 1999.

____________________________________
J.P. Beehner

____________________________________
Dorothy A. Mortenson

Attested to, and certified by:

____________________________________
Secretary

Exhibit 5.1 -- Opinion re: legality
Chocolate Bayou Scientific Inc.
510 West Hastings
Suite 1010
Vancouver, BC V6B IL8
Canada

June 30, 2000

Re: Chocolate Bayou Scientific Inc. Registration Statement on
Form SB-2

Ladies and Gentlemen:

We have acted as counsel for Chocolate Bayou Scientific Inc., a
Nevada
corporation (the Company), in connection with the preparation of the
Companys registration statement on Form SB-2 filed with the
Securities and Exchange Commission relating to the public offering of
up to 4,000,000 shares of the Companys public stock pursuant to the
Securities Act of 1933. This opinion is being furnished pursuant to
Item 601(b)(5) of Regulation S-K under the Act.

In rendering the opinion set forth below, we have reviewed: (a)
the Registration Statement and the exhibits thereto; (b) the Companys
organizational documents and minute books, and; (c) such statutes,
records and other documents as we have deemed relevant. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and
conformity with the originals of all documents submitted to us as
copies thereof. In addition, we have made such other examinations of
law and fact as we have deemed relevant in order to form a basis for
the opinion hereinafter expressed.

Based upon the foregoing, we are of the opinion that the
Companys shares are validly issued, fully paid and nonassessable.

We hereby consent to the use of this opinion as an Exhibit to the
Registration statement and to all references to this Firm under the
caption Interests of Named Experts and Counsel on the Registration
Statement.

Very truly yours,

/s/ Roger L. Shoss
SHOSS & ASSOCIATES

Exhibit 10.1 -- License Agreement
LICENSE AGREEMENT

THIS LICENSE AGREEMENT (Agreement) is made and effective as of
February 14, 2000 by and between David R. Mortenson & Associates, a
Texas general partnership (DRM), and Chocolate Bayou Scientific
Inc., a
Nevada corporation (Licensee), with reference to the following
facts:

A. DRM is the holder of certain rights to an Internet marketing
system for vitamins, minerals, nutritional supplements, and other
health and fitness products (the Products) pursuant to an
agreement between Vitamineralherb.com Corp. (Vita), a Nevada
corporation, appended hereto as Exhibit C, which rights include
the right to grant licenses for use of the system in various
territories.

A. Licensee desires to market the Products to medical professionals,
alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and
fitness practitioners, school and other fund raising programs and other
similar types of customers (Customer(s)) in the Territory, as
hereinafter defined. Customers will be able to buy the Products
on a continuing basis through Vitas Web Site.

NOW THEREFORE, in consideration of the mutual promises, warranties and
covenants herein contained, the parties hereby agree as follows:

1. Scope of Agreement. This Agreement shall govern all Products sold
through Vitas Web Site to any of Licensees customers
(Customer(s)). Exhibit A contains detailed information
regarding specifications, quality control, pricing and other terms
relating to the Product(s) to be ordered through Vitas Web Site.
The parties agree that Exhibit A will be amended from time to time
to include similar information with respect to any future orders of
the same product or orders of future Product(s) ordered through Vita by
DRM or by Sub-licensee(s) or Customers. Pricing may be amended from
time to time on the Web Site. The price posted on the Web Site at the
time of order shall prevail. IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THIS AGREEMENT AND ANY PURCHASE ORDER SUBMITTED BY CUSTOMER,
THE TERMS OF THIS AGREEMENT WILL CONTROL.

1. Grant of License; Territory. Territory shall be that territory
in the state of Texas lying south and east of a line beginning at
the point where US Hwy 190 crosses the Taxas/Louisiana border, thence
south and west along US Hwy 190 to the intersection of US Hwy 190
and Hwy 77, thence south along Hwy 77 to the Gulf of Mexico. DRM
grants to Licensee the exclusive rights to market the Products in the
Territory through the Web Site.

1. Manufacture of Products. All Products marketed through Vitas
Web Site shall be manufactured, packaged, prepared, and shipped
in accordance with the specifications and requirements described on
Exhibit A hereto as it may be modified from time to time. Quality
control standards relating to the Products weight, color,
consistency, micro-biological content, labeling and packaging are
also set forth on Exhibit A. In the event that Exhibit A is
incomplete, Products shall be manufactured and shipped in accordance with
industry standards.

1. Labeling; Packaging. Products shall be labeled with Standard
Labels, except for Private Label Products, as described herein.
Standard labels shall contain all information necessary to
conform to regulatory and industry requirements.

1. Private Label Products. Vitamins, minerals, herbs, and
nutritional supplement products may be available for sale with
labels customized for Customer (Private Label Products). DRM shall
cause supplier to affix labels to the Private Label Products which have
been furnished by Customer which are consistent with suppliers
labeling equipment and meet all federal and/or state labeling requirements
for the Private Label Product(s) ordered. Pricing for Private Label
Products shall be as determined by supplier and posted on the Web
Site at the time of order.

1. Shipping. Shipping shall be by UPS ground unless Customer
requests and pays for overnight shipping by UPS. Shipping and
handling fees for overnight shipping will be posted on the Web Site.
The price shall be the price posted on the Web Site at the time of order.
All orders from suppliers stock shall be shipped within seventy-two
(72) hours of receipt of order. Items not in stock (back orders)
shall be shipped on a timely basis, but not later than four to six weeks
from time of order.

1. Products and Pricing. The initial pricing for the Product(s) is
set forth on Exhibit A and may be amended from time to time, and
such amendments will be posted on the Web Site. Terms are payment by
credit card or electronic funds transfer at time of purchase.
2. Minimum Order Quantities for Vitamin, Mineral, and/or Nutritional
Supplements. The minimum order quantity is 100 bottles per
formulation for standard Products. Customer Formulas, as defined
herein, shall have minimum purchase quantities of 5,000 units.

1. Web Site Maintenance; Fees. Vita will maintain Vitas Web Site
(the Web Site). The Web Site shall post current prices for all
Products. Customers will be able to obtain unique identification
codes (Userid(s)) and select passwords on the Web Site. The
Web Site will be operated in a manner that ensures secure Internet
financial transactions. Licensee shall pay Vita a maintenance fee
of $500 yearly, beginning on the anniversary date of this Agreement,
for maintenance of the Web Site.

1. Orders. All Products shall be ordered through the Web Site. In
jurisdictions in which sales tax would be collected on retail
sales of the Products, Licensee shall ensure that each Customer
provides a sales tax ID number for exemption from sales tax.
Licensee shall assist its Customer to register on the Web Site.
Each Customer shall be issued a Userid and shall select a password
upon registration. Upon ordering, Customer must pay for Product
by credit card, debit card, or by electronic funds transfer (e-check)
and all funds will be remitted to Vita. Upon receipt of order,
Vita will email the supplier to purchase the Product(s) ordered.
Supplier will drop-ship the order directly to customer in accordance
with Section 7,Shipping.

1. Override; Payment to Licensee. Licensee agrees that Vita shall
retain a 10% override on gross sales made through the Web Site by
Licensee. Vita agrees to pay supplier for the Product purchased
upon receipt of cleared funds. Vita will retain its override and will
remit the balance to Licensee by the tenth day of the month following
sales. Vita further agrees to provide Licensee with a Monthly Sales
Report of all sales made by Licensee through the Web Site detailing the
purchases from each Customer. Vita will e-mail the Monthly Sales
Report to Licensee by the tenth day of the month following such
sales.

1. Warranties and Indemnification. DRM warrants that all Products,
including Joint Formula Products but not including Customer Formula
Products, shall be fit for the purpose for which produced and shall be
in full and complete compliance with all local, state, and federal
laws applicable thereto. DRM warrants that all Custom Products shall
be manufactured in accordance with Customers specifications. DRM
warrants that all non-Private Label Products shall be correctly and
accurately described on each label affixed thereto, and that all
labeling affixed thereto shall be in full and complete compliance with
all local, state, and federal laws applicable thereto. DRM warrants,
covenants and certifies that its supplier(s) manufacturing facilities
comply with applicable federal, state, city, county, and municipal
laws, rules, regulations, ordinances, and codes in all material
respects. DRM hereby agrees to indemnify, hold harmless and defend
Licensee, its Customers, Buyers, affiliates, directors, officers,
agents and representatives from and against any loss, claim, and
expense (including attorneys fees and costs, and costs of a recall of
Product) incurred or suffered as a consequence of DRMs breach of its
product warranties as set forth herein.

1. Nature of Relationship. (a) This Agreement does not constitute
nor empower the Licensee as the agent or legal representative of the
DRM for any purpose whatsoever. Licensee is and will continue to be
an independent contractor.

(b) The arrangement created by this Agreement is not, and
is not intended to be, a franchise or business opportunity under
the United States Federal Trade Commission Rule: Disclosure
Requirements and Prohibitions Concerning Franchising and Business
Opportunity Ventures and is not a franchise, business opportunity
or seller assisted marketing plan or similar arrangement under
any other federal, state, local or foreign law, rule or
regulation.

1. Rights in Formulas.

(a) Customer Formulas. Any formula provided exclusively by
Licensees Customer shall be owned by Customer (Customer
Formula), provided that such Customer Formula does not
substantially duplicate an existing Vita formula. Vita
agrees not to sell products to other customers using any
Customer Formula during the period in which Customer is
ordering products containing the formula and for so long as
Customer continues to purchase products containing the
Customer Formula.

(c) Joint Formulas. If Vita and Customer jointly create a
formula (Joint Formula), such Joint Formula will be
jointly owned by the parties. Vita agrees not to sell
products to other customers using the Joint Formula during
the period in which Customer is ordering products containing
the Joint Formula from Vita without written permission from
Customer. In the event that Customer fails to order a
specific Joint Formula Product for a period of 3 months,
Vita shall be free to sell products containing the Joint
Formula to other customers.

1. Term of Agreement; Breach of Agreement. This Agreement shall
continue for three (3) years, and shall be automatically renewed
unless one of the parties provides written notice of termination to
the other party ninety (90) days prior to the end of the term.
Licensee may terminate this Agreement for any reason at any time upon
ninety (90) days written notice to DRM. In the event of a material
breach of this Agreement, the non-breaching party may provide written
notice of breach. Upon notice from the non-breaching party, the
breaching party shall have fourteen (14) days to cure the breach,
after which period, if not cured, the Agreement shall be automatically
terminated. In no event shall Vita be required to accept or deliver
product under any purchase order if Vita has not received the
outstanding balance due on any previous purchase order in a timely
manner. Failure to so perform shall not be deemed a breach of this
Agreement by Vita.

1. Override; Payment to Licensee. All purchases shall be made
through the Web Site, and payments shall be made by credit card or
other approved method of payment, such as be electronic fundstransfer
or debit card. Licensee agrees that Vita shall retain a 10%override
on all sales made through the Web Site by Licensee(s). Vitaagrees to
pay supplier for the Product purchased, retain Vitas override, and
remit the balance to Licensee. Vita further agrees to provide
Licensee with a Monthly Sales Report of all sales made by Licensee
through the Web Site. Vita will deliver the printed breakdown by the
tenth day of the month following such sales.

1. Trade Secrets. Vita and DRM and Licensee(s) are the owners of
certain products, technology, information, customer lists,services,
processes, financial information, pending or prospective
transactions/proposals, operating and marketing plans and procedures,
designs, product formulas, specifications, manufacturing methods,
ideas, prototypes, software, patent, trademark and copyright
applications or registrations and other similar data relating to each
partys business which data is not publicly known and derives economic
value from not being publicly known (collectively Trade Secrets).
Each party agrees that it will not use or disclose to third parties
any Trade Secret it receives from the other, except as may be
contemplated by this Agreement. Each party agrees that it will take
all reasonable precautions to assure that no Trade Secret is conveyed
to any officer, employee, agent, manufacturer or other third party who
does not have a need to know such Trade Secret. The obligations
created by this Section 10 shall survive the termination of this
Agreement or any business relationship between the parties. Any Trade
Secret contained in any writing will be returned to the other party
promptly upon written request, together with any reproductions
thereof.

1. Governing Law; Dispute Resolution. This Agreement shall be
governed by Texas law in accordance with the Dispute Resolution
Agreement attached hereto as Exhibit B.

1. Miscellaneous Provisions. This Agreement constitutes the entire
Agreement between the parties and supersedes any prior or
contemporaneous agreements, oral or written. This Agreement may only
be amended by a writing signed by both parties. This Agreement may not
be assigned without the written consent of the other party; provided
that this Agreement may be assigned without consent to an entity
acquiring all or substantially all of the assets of either party. Any
notice required or permitted to be given under this Agreement shall be
in writing and sent by telecopy, personal delivery or certified mail,
return receipt requested, as follows:

If to Vitamineralherb.Com, Inc.: Mr. David R. Mortenson,
President
P.O. Box 2370
Alvin TX 77512-2370

If to David R. Mortenson &
Associates:
Mr. David R. Mortenson
P. O. Box 5034
Alvin TX 77512-5034
Fax:(281)388-1047

If to Licensee: Chocolate Bayou Scientific
Inc.
P. O. Box 5034
Alvin TX 77512-5034

Notice shall be deemed effective upon receipt if made by
confirmed telecopy, personal delivery or 48 hours after deposit
in the United States mail with the required postage.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of
the date first above written.

Chocolate Bayou Scientific Inc.
a Nevada corporation

By:
J. P. Beehner, President

DAVID R. MORTENSON & ASSOCIATES
a Texas General Partnership

By _________________________________
David R. Mortenson, General Partner

EXHIBIT A
PRODUCT SPECIFICATIONS

In the event of any inconsistency between the terms of Customers
purchase order and this Product Specification Sheet, this Sheet and
the terms of the Manufacturing Agreement shall control.

Short Product Name: _____________________________

Exact Product Ingredients and Percentages:

Other Product Specifications:

Color: ___________ Tablet Type: ____________
Consistency:______________

Weight: _______ Bottle Size/Color:____________ Bottle Count:
___________

Cotton Insert:____ Bottle Seal:____ Shrink Wrap Neck Band:___ Silicon
Pack:____

Micro-biological content: Customer to specify any requirements, if
none specified, product will be manufactured to industry standards.

Labels: Labels and/or boxes to be provided by Customer [identify any
size] _________

Labels/Boxes to be Received by [date] _____ to ensure timely delivery

Master Pack/Wrapping/Palleting Requirements (if
any):_________________________

Ship to Address: _________________________________________________

Order Quantity: (minimum 5,000 BOTTLES): ________

Price: _____________ FOB Ivess facility in San Diego, CA.

Delivery Dates(s): _______________________________________

Terms of Sale: 50% with submission of purchase order; 50% due upon
completion of manufacturing, unless otherwise specified
_________________________

Purchase Order Number: ________________

Date of Purchase Order: ________________

EXHIBIT B

DISPUTE RESOLUTION AGREEMENT THIS DISPUTE RESOLUTION AGREEMENT
(Dispute Resolution Agreement) is entered into and effective as of
February 14, 2000 by and between David R. Mortenson & Associates, a
Texas general partnership, and Chocolate Bayou Scientific Inc., a
Nevada
corporation.

1. INTENT OF PARTIES. The parties desire to establish a quick, final
and binding out-of-court dispute resolution procedure to be followed
in the unlikely event any dispute arising out of or related to the
Manufacturing Agreement dated February 14, 2000 between the parties
(Agreement). As used in this Dispute Resolution Agreement, the term
dispute is used in its broadest and most inclusive sense and shall
include, without limitation, any disagreement, controversy, claim, or
cause of action between the parties arising out of, related to,or
involving the Agreement or the transactions evidenced by the Agreement
(collectively Dispute).

2. NEGOTIATION. It is the intent of the parties that any Dispute be
resolved informally and promptly through good faith negotiation
between the parties. Therefore, in the event of a Dispute between
the parties, the following will apply:

A. Correspondence. Either party may initiate negotiation
proceedings by writing a certified or registered letter,
return receipt requested, to the other party referencing
this Dispute Resolution Agreement, setting forth the
particulars of the Dispute, the term(s) of the Agreement
involved and a suggested resolution of the problem. The
recipient of the letter must respond within ten (10) days
after its receipt of the letter with an explanation and
response to the proposed solution.

B. Meeting. If correspondence does not resolve the
Dispute, then the authors of the letters or their
representatives shall meet on at least one occasion and
attempt to resolve the matter. Such meeting shall occur not
later than thirty (30) days from the parties last
correspondence. If the parties are unable to agree on the
location of such a meeting, the meeting shall be held at
DRMs corporate offices. Should this meeting not produce a
resolution of the matter, then either party may request
mandatory mediation (as provided below) by written notice to
the other party.

1. MEDIATION.

A. There shall be a single mediator. If the parties cannot
agree upon an acceptable mediator within ten (10) days of
termination of the negotiation, each party shall select one
mediator from a list of not less than five (5) mediators
provided by the other party. These two mediators shall
select a third mediator who shall serve as the sole
mediator.

B. Subject to the availability of the mediator, the
mediation shall occur not more than thirty (30) days after
the request for mediation. The mediation shall be held in
Houston, Texas. The cost of mediation shall be borne
equally by the parties. The mediation process shall continue
until the Dispute (or any part thereof) is resolved or until
such time as the mediator makes a finding that there is no
possibility of resolution short of referring the parties to
final and binding arbitration.

1. FINAL AND BINDING ARBITRATION. Should any Dispute (or part
thereof) remain between the parties after completion of the
negotiation and mediation process set forth above, such Dispute shall
be submitted to final and binding arbitration in Houston, Texas. The
arbitration shall be governed by the laws of the State of Texas and
the following provisions, which shall supersede the Texas rules of
civil procedure in the event of any inconsistency:

A. Selection of Arbitrator(s). There shall be a single
arbitrator, except in the case where the amount in dispute
exceeds $100,000, in which case there shall be three
arbitrators. If the parties cannot agree upon acceptable
arbitrators(s) within ten (10) days of the termination of
the mediation, each party shall select one arbitrator from a
list of not less than five (5) arbitrators provided by the
other party. These two arbitrators shall select a third
arbitrator who shall serve as the sole arbitrator or the
third arbitrator, as the case may be. The determination of a
majority of the arbitrators or the sole arbitrator, as the
case may be, shall be conclusive upon the parties and shall
be non-appealable.

B. Discovery. No discovery shall be permitted, absent a
showing of good cause. Any discovery request should be
reviewed with the knowledge that this dispute resolution
process was mutually agreed upon and bargained for by the
parties with the intent to provide a cost-effective and
timely method of resolving disputes. Any discovery granted
by the arbitrator should be limited to that necessary to
protect the minimum due process rights of the parties.

C. Equitable Remedies. Any party shall have the right to
seek a temporary restraining order, preliminary or permanent
injunction or writ of attachment, without waiving the
negotiation, mediation and arbitration provision hereof. Any
other form of equitable or provisional relief and all
substantive matters relating to the Dispute shall be
determined solely by the arbitrator(s).

D. Attorneys Fees; Arbitration Costs. Each party may be
represented by an attorney or other representative selected
by the party. The costs of the arbitration shall be borne
equally by the parties. Each party shall bear its own
attorneys/representatives fees and costs; provided that if
the arbitrator(s) find either party has acted in bad faith,
the arbitrator(s) shall have discretion to award attorneys
fees to the other party.

E. Scope of Arbitration; Limitation on Powers of
Arbitrator(s); Applicable Law. No party may raise new claims
against the other party in the arbitration not raised in the
mediation. The arbitrator shall have the power to resolve
all Disputes between the parties. The arbitrator(s) shall
not have the power to award treble, punitive or exemplary
damages and the parties hereby waive their right to receive
treble, punitive or exemplary damages, to the extent
permitted by law. The arbitrator(s) shall only interpret and
apply the terms and provision of the Agreement and shall not
change any such terms or provisions or deprive either party
of any right or remedy expressly or impliedly provided for
in the Agreement. The arbitrator(s) shall apply the law of
the State of Texas or federal law, in those instances in
which federal law applies.

F. Designation of Witnesses/Exhibits; Duration of
Arbitration Process; Written Decision. At least thirty (30)
days before the arbitration is scheduled to commence, the
parties shall exchange lists of witnesses and copies of all
exhibits intended to be used in arbitration. The arbitration
shall be completed within 90 days o fthe selection of the
first arbitrator. The arbitrator(s) shall render a written
decision, which contains findings of fact and conclusions of
law, within 30 days of the conclusion of the arbitration and
shall specify a time within which the award shall be
performed. Judgment upon the award may be entered in any
court of competent jurisdiction.

1. MISCELLANEOUS

A. Enforcement of Negotiation/Mediation Provisions. If a
party demanding such compliance with this Agreement obtains
a court order directing the other party to comply with this
Dispute Resolution Agreement, the party demanding compliance
shall be entitled to all of its reasonable attorneys fees
and costs in obtaining such order, regardless of which party
ultimately prevails in the matter.

B. Severability. Should any portion of this Dispute
Resolution Agreement be found to be invalid or unenforceable
such portion will be severed from this Dispute Resolution
Agreement, and the remaining portions shall continue to be
enforceable unless to do so would materially alter the
effectiveness of this Dispute Resolution Agreement in
achieving the stated intent of the parties.

C. Confidentiality. The parties agree that they will not
disclose to any third party that (1) they are engaged in the
dispute resolution process described herein, (2) the fact
of, nature or amount of any compromise resulting herefrom,
or (3) the fact of, nature or amount of any arbitration
award. This confidentiality obligation shall not extend to
the partys employees, spouses, accountant, bankers,
attorneys or insurers or in the event that disclosure is
otherwise required by law.

D. Time to Initiate Claims. An aggrieved party must
mail and the other party must receive the
correspondence which initiates negotiation proceedings
in connection with a Dispute as specified in Paragraph
2(A) (1) within one (1) year of the date the aggrieved
party first has, or with the exercise of reasonable
diligence should have had, knowledge of the event(s)
giving rise to the Dispute (the One Year Statute of
Limitations). No Dispute may be raised under this
Dispute Resolution Agreement after the expiration of
the One Year Statute of Limitations.

E. Entire Agreement. These dispute resolution provisions
express the entire agreement of the parties and there
are no other agreements, oral or written, concerning
dispute resolution, except as provided herein. Any
ambiguity in the provisions hereof shall not be
construed against the drafter. This Dispute Resolution
Agreement may only be modified in a writing signed by
both parties.

F. Successors. This Dispute Resolution Agreement is
binding upon and inures to the benefit of the parties,
their agents, heirs, assigns, successors-in-interest,
and any person, firm or organization acting for or
through them.

G. Venue and Jurisdiction. Venue and exclusive
jurisdiction for any action arising out of or related
to this Dispute Resolution Agreement (including, but
not limited to, equitable actions contemplated by
Section 4 (C) and actions brought to enforce or
interpret this Dispute Resolution Agreement) shall be
in the state courts for the County of Harris, Texas or
the federal court for the Southern District of Texas.

H. Notice. Any notice or communication required to be
given hereunder shall be in writing and shall be mailed
via the United States Postal Service by Certified Mail
or Registered Mail, Return Receipt Requested, or by
Federal Express or other overnight courier which can
document delivery, to the address of the party to be
served as shown below (or such other address as the
party shall from time to time notify). Such notice
shall be deemed to have been served at the time when
the same is received by the party being served.

David R. Mortenson &
Assoc.: David R. Mortenson,
Gen. Partner

P. O. Box 5034
Alvin, Texas 77512-5034
Fax: 281-388-1047
Phone: 281-331-5580

Chocolate Bayou Scientific Inc.:

J. P. Beehner
3030 FM 518 Apt 221
Pearland, TX 77584-7817
Fax: 281-331-9442
Phone: 713-436-2787

I. Acknowledgment of Legal Effect of this Dispute
Resolution Agreement. By signing this Dispute
Resolution Agreement, the parties acknowledge that they
are giving up any rights they may possess to have
Disputes litigated in a court and are hereby waiving
the right to a trial by jury. The parties further
acknowledge that they are agreeing to a one year
statute of limitations regarding all Disputes and that
they are giving up their judicial rights to discovery
and to appeal, unless such rights are specifically set
forth above. The parties acknowledge that if they
refuse to submit to the provisions of this Dispute
Resolution Agreement they may be compelled to do so.
The parties acknowledge that they have had the
opportunity to consult counsel regarding the meaning
and legal effect of this Dispute Resolution Agreement
and enter into it knowingly and voluntarily.

IN WITNESS WHEREOF, the parties have entered into this
Dispute Resolution Agreement as of the date first above written.

Chocolate Bayou Scientific Inc. David R. Mortenson &
Associates
a Nevada corporation a Texas General Partnership

By: By:
Title: President Title: General Partner

Exhibit 23.1 -- Consent of Independent Auditors

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions
Accountants On Accounting And Financial Disclosure and
Interests Of Named Experts And Counsel and to the use of our
report dated July 5, 2000 in the Form SB-2 Registration Statement
of Chocolate Bayou Scientific Inc. for the registration of shares of
its common stock.

Vancouver, Canada
July 11, 2000

Elliott, Tulk, Pryce, Anderson
CHARTERED ACCOUNTANTS

/s/ Elliott, Tulk, Pryce, Anderson

Elliott, Tulk, Pryce, Anderson

POST-AMENDMENT FILINGS
The Company hereby undertakes to file a post-effective
amendment to this registration statement during any period in
which it offers or sells securities pursuant to Rule 415, and
will include an updated prospectus with such amendment as
required by the Securities Act.

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 of the requirements of filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, in the City of Vancouver, Province
of British Columbia on July 12 , 2000

/s/ Chocolate Bayou Scientific Inc
By: /s/ David Smith, President (Signatures and Title)

In accordance with the requirements of the Securities Act of
1933, this registration statement was signed by the following
persons in the capacities and on the dates stated:

(Signature)
/s/ David C. Smith
David C. Smith as President and Director

/s/ Brian F. Griffith
Brian F. Griffith as Secretary/Treasurer and Director

July 12, 2000